<PAGE>
As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 333-33937
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
JWH GLOBAL TRUST
(Exact name of registrant as specified in its charter)
DELAWARE 6793 36-4113382
(State of Organization) (Primary Standard Industrial (IRS Employer
Classification Code 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)
BARBARA A. PFENDLER
C/O 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 (the "Securities Act") 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, please check the following box
and list the Securities Act registration statement number of the 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 this Form is a post-effective amendment filed pursuant to Rule
426(d) 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. / /
--------------------------
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 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 THE PROVISIONS OF RULE 429 PROMULGATED UNDER THE SECURITIES
ACT, THE FORM OF PROSPECTUS SET FORTH HEREIN ALSO RELATES TO REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1 (REG. NO. 333-16825) DECLARED EFFECTIVE ON
APRIL 3, 1997.
<PAGE>
PART ONE
DISCLOSURE DOCUMENT
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JWH GLOBAL TRUST
$102,300,000
UNITS OF BENEFICIAL INTEREST
THE TRUST
The Trust trades in the U.S. and international futures and forward markets in
currencies, interest rates, energy and agricultural products, metals and stock
indices.
The primary objective of the Trust is substantial capital appreciation over time
by applying trend-following strategies.
It seeks to reduce volatility and risk of loss by participating in broadly
diversified global markets and implementing risk control policies.
An investment in the Trust offers a potentially valuable means of diversifying a
traditional portfolio.
Investors have the opportunity to participate in markets which are typically not
represented in most investors' portfolios and which offer the potential to be
profitable in both rising and falling markets. It is as easy for the Trust to
take long or short positions, and in a wide range of U.S. and non-U.S. markets.
THE TRADING ADVISOR
John W. Henry & Company, Inc. is one of the largest professional managed futures
advisors in terms of assets under management in the managed futures industry. As
of December 31, 1998, JWH was managing approximately $2.3 billion of client
assets.
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, Original Investment Program and G-7 Currency Portfolio.
MANAGING OWNER
CIS Investments, Inc. (CISI) is the Managing Owner and sponsor of the Trust.
The Managing Owner is a subsidiary of Cargill Investor Services, Inc. CIS is a
subsidiary of Cargill, Incorporated, one of the largest private companies in the
United States.
The Managing Owner has the discretion, subject to JWH's agreement, to select the
JWH trading programs to be used for the Trust.
As of December 31, 1998, there was approximately $222 million invested in
managed futures funds sponsored (alone or jointly) by CISI.
The Trust is CISI's largest fund.
THE UNITS
The Units are available for subscription on the last day of each month at Net
Asset Value.
As of December 31, 1998, the Net Asset Value per Unit had increased from $100 as
of June 2, 1997 when the Trust began trading to $115.40, a 9.08% average
compounded annual rate of return. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE
OF FUTURE RESULTS.
Subscriptions as received will be deposited in escrow at the First National/NBD
Bank of Chicago until being invested in the Units as of the last day of the
month. All interest actually earned on an investor's subscription while held in
escrow will be used to purchase additional Units for such investor.
The Units are offered on a best efforts basis. There is no minimum number of
Units which must be sold as of the beginning of any particular month.
THE RISKS
Before you decide whether to invest, read this entire prospectus carefully and
consider The Risks You Face beginning on page 9.
- - You could lose all or substantially all of your investment in the Trust.
- - The Trust is speculative and it takes positions with total values that are
bigger than the total amount of the Trust's assets. The face value of the
Trust's positions typically range from three to eight times its aggregate Net
Asset Value.
- - Performance has been volatile. The Net Asset Value per Unit has fluctuated
almost 11% in a single month.
- - The use of a single advisor applying a limited number of generally similar
trading programs decreases diversification relative to a Fund using multiple
advisors and increases risk.
- - Substantial expenses, totalling almost 12.5% per annum, must be offset by
trading profits and interest income.
- - There is no market for the Units. Units may only be redeemed as of the end of
a calendar month subject to a 3% redemption charge through the end of the
eleventh month after issuance.
- - The Trust trades to a substantial degree on non-U.S. markets which are not
subject to the same degree of regulation as U.S. markets.
- - Investors are required to make representations and warranties in connection
with their investment.
- - Each prospective investor is encouraged to discuss the investment with
his/her individual financial, legal and tax adviser.
MINIMUM INVESTMENTS
FIRST-TIME INVESTORS:
$5,000
IRAS, OTHER TAX-EXEMPT ACCOUNTS:
$2,000
EXISTING INVESTORS:
$1,000
--------------------
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
--------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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.
--------------------
CIS INVESTMENTS, INC.
MANAGING OWNER
, 1999
______________
<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, 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 48 TO 51
AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAKEVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 8.
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 9 TO 14.
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.
--------------------------
THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE
TRUST'S REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE REGISTRATION
STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN
WASHINGTON, D.C.
THE TRUST FILES QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND
COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN CHICAGO, NEW YORK
OR WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0300 FOR FURTHER
INFORMATION.
THE TRUST'S FILINGS ARE POSTED AT THE SEC WEBSITE AT http://www.sec.gov.
-------------------------
CIS INVESTMENTS, INC.
MANAGING OWNER
233 SOUTH WACKER DRIVE
SUITE 2300
CHICAGO, ILLINOIS 60606
(312) 460-4000
-1-
<PAGE>
JWH GLOBAL TRUST
ORGANIZATIONAL CHART
[CHART]
Other than JWH and the Trustee, all of the entities indicated in the
Organizational Chart are Cargill, Incorporated affiliates. See "Conflicts of
Interest" beginning at page 54 and "Transactions Between the Trust and the CIS
Group" at page 56.
FOR CONVENIENCE, CISI AND ENTITIES AFFILIATED WITH IT ARE SOMETIMES
COLLECTIVELY REFERRED TO AS THE "CIS GROUP."
-2-
<PAGE>
JWH GLOBAL TRUST
CONTENTS
PART ONE
DISCLOSURE DOCUMENT
<TABLE>
<S> <C>
Summary..................................................................... 3
The Risks You Face.......................................................... 9
Investment Factors......................................................... 15
How the Trust Works........................................................ 17
Performance of the Trust................................................... 18
Selected Financial Information............................................. 19
Management's Analysis of Operations........................................ 20
Quantitative and Qualitative Disclosures About the
Trust's Market Risk............................................ 22
The Managing Owner......................................................... 26
John W. Henry & Company, Inc............................................... 28
JWH Principals............................................................. 31
Performance of the JWH Programs............................................ 34
Interest Income............................................................ 47
Charges.................................................................... 48
Brokerage Arrangements..................................................... 51
Redemptions; Net Asset Value............................................... 53
Conflicts of Interest...................................................... 54
Transactions Between the CIS Group
and the Trust............................................................ 56
The Trust and the Trustee ................................................. 57
Tax Consequences........................................................... 59
Plan of Distribution....................................................... 62
Lawyers; Accountants....................................................... 64
Financial Statements....................................................... 65
Performance of Other CISI-Sponsored Funds.................................. 85
PART TWO
STATEMENT OF ADDITIONAL
INFORMATION
<CAPTION>
<S> <C>
Futures Markets and Trading Methods......................................... 1
Blue Sky Glossary........................................................... 3
- ---------------
Exhibit A -- Fourth Amended and Restated
Declaration of Agreement of Trust........................A-1
Exhibit B -- Subscription Requirements.....................................B-1
Exhibit C -- Subscription Agreement and
Power of Attorney.........................................C-1
</TABLE>
- --------------------------------------------------------------------------------
SUMMARY
GENERAL
JWH Global Trust is a Delaware business trust which trades in a wide range
of U.S. and international futures and forward markets. CIS Investments, Inc.
("CISI") is the Trust's Managing Owner. John W. Henry & Company, Inc.
("JWH-Registered Trademark-") is its Trading Advisor.
The Trust began trading on June 2, 1997 with an initial capitalization of
$13,027,103 and a Net Asset Value per Unit of $100. As of December 31, 1998, the
Trust's capitalization was $95,472,547, the Net Asset Value per Unit was
$115.40, and the Trust had a total of 3,747 Unitholders.
THE TRUST AND ITS OBJECTIVES
The primary objective of the Trust is substantial capital appreciation
through trading directed by JWH. At the same time, JWH will attempt to reduce
the expected volatility and risk of loss by participating in diversified markets
and applying risk control policies.
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. 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 currently allocates its assets 40% to the Original Investment
Program, 35% to the Financial and Metals Portfolio and 25% to the G-7 Currency
Portfolio. At the end of each quarter, JWH rebalances the Trust's assets among
these three trading programs in accordance with the preceding percentages. The
Managing Owner has the discretion, subject to JWH's agreement, from time to
time, to alter the allocation of
-3-
<PAGE>
the Trust's assets among the JWH trading programs, to delete a trading
program or to add other JWH programs. In deciding whether to delete or add a JWH
program, the Managing Owner will consider, among other things, recent and/or
expected economic and market conditions, the performance of each trading program
and the trading programs combined, the performance of other JWH programs, and
the market sector concentration of the trading programs currently being used by
the Trust as well as the other JWH programs. If the Trust's trading programs
become concentrated in the same market sectors, or if the recent performance of
a trading program appears incompatible with the Trust's objectives, the Managing
Owner and JWH might agree to terminate that program possibly replacing it with
another.
JWH AND ITS PROGRAMS
JWH
JWH has been the sole Trading Advisor for the Trust since inception. JWH
manages capital in commodities, interest rate and foreign exchange markets for
international banks, brokerage firms, pension funds, institutions and high net
worth individuals. JWH trades on a 24-hour basis in a wide range of futures and
forward contracts -- over sixty markets as of the date of this prospectus -- in
the United States, Europe and Asia. JWH is one of the largest managed futures
advisors in terms of assets under management, trading approximately $2.3 billion
in client capital as of December 31, 1998.
JWH'S PROGRAMS USED FOR THE TRUST
The Trust currently uses JWH's Original Investment Program, Financial
and Metals Portfolio and G-7 Currency Portfolio. The Original Investment
Program and the Financial and Metals Portfolio are two of the longest
established proprietary JWH programs, both of which have been trading client
funds for nearly fiteen years. The G-7 Currency Portfolio has been trading
client funds since 1991.
THE JWH PROGRAMS USED BY THE TRUST MAY CHANGE MATERIALLY OVER TIME. PRIOR
TO OCTOBER 5, 1998 THE TRUST USED ONLY THE ORIGINAL INVESTMENT PROGRAM AND THE
FINANCIAL AND METALS PORTFOLIO.
ORIGINAL INVESTMENT PROGRAM
MARKETS AND SECTORS TRADED
GLOBAL INTEREST RATES ENERGY
GLOBAL STOCK INDICES SOFTS
FOREIGN EXCHANGE GRAINS
FIBER PRECIOUS METALS
<TABLE>
<S> <C>
ASSETS MANAGED DECEMBER 31, 1998 $405,000,000
NUMBER OF OPEN ACCOUNTS 20
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (16.3)% (10/94)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (31.0)% (7/94-10/94)
1998 COMPOUND RATE OF RETURN: 10.8%
1997 COMPOUND RATE OF RETURN: 5.7%
1996 COMPOUND RATE OF RETURN: 22.6%
1995 COMPOUND RATE OF RETURN: 53.2%
1994 COMPOUND RATE OF RETURN: (5.7)%
AVERAGE COMPOUNDED ANNUALIZED RATE OF
RETURN SINCE JANUARY 1994: 15.7%
AVERAGE COMPOUNDED ANNUALIZED RATE OF
RETURN SINCE INCEPTION IN OCTOBER 1982: 16.8%
</TABLE>
The first program offered by JWH, this program began trading client capital
in October 1982 and has an annualized net return of 16.8% from inception through
December 31, 1998. It is a broadly diversified portfolio which seeks to
capitalize on long-term trends in a broad spectrum of world-wide financial and
non-financial futures markets. In 1992, a broad research effort was initiated to
enhance the risk-reward ratios of the Original Investment Program, without
changing its fundamental trading approach. Except for the removal of a few
markets traded, the program had remained virtually unchanged from its inception
in 1982 through the middle of 1992. After extensive testing, a number of
strategic adjustments were made beginning in July 1992: global markets were
added; sector allocations were shifted, with greater weighting given to
financial markets; some contracts which had become too illiquid to support
sizeable assets were eliminated; and overall position size relative to account
equity was reduced. The quantitative model underlying the program was not
changed. The program holds either long or short positions at all times in every
market in which it participates. As of December 31, 1998, JWH had approximately
$405 million under management in the Original Investment Program.
-4-
<PAGE>
FINANCIAL AND METALS PORTFOLIO
MARKETS AND SECTORS TRADED
GLOBAL INTEREST RATES FOREIGN EXCHANGE
GLOBAL STOCK INDICES PRECIOUS METALS
<TABLE>
<S> <C>
ASSETS MANAGED DECEMBER 31, 1998 $1,182,000,000
NUMBER OF OPEN ACCOUNTS 31
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (10.1)% (2/96)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (30.5)% (6/94-1/95)
1998 COMPOUND RATE OF RETURN : 7.2%
1997 COMPOUND RATE OF RETURN: 15.2%
1996 COMPOUND RATE OF RETURN: 29.7%
1995 COMPOUND RATE OF RETURN: 38.5%
1994 COMPOUND RATE OF RETURN: (5.3)%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE JANUARY 1994: 16.0%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN OCTOBER 1984: 36.7%
</TABLE>
The Financial and Metals Portfolio started trading in October 1984 and has
an annualized net return of 36.7% from inception through December 31, 1998. The
Financial and Metals Portfolio, which has the most assets under management of
any JWH program, seeks to identify and capitalize on intermediate and long-term
price movements 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 -- foreign currencies
against each other -- in the interbank market and on futures exchanges. 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 December 31, 1998, JWH had approximately $1.18 billion under management
pursuant to the Financial and Metals Portfolio.
G-7 CURRENCY PORTFOLIO
MARKET AND SECTOR TRADED
FOREIGN EXCHANGE
<TABLE>
<S> <C>
ASSETS MANAGED DECEMBER 31, 1998: $96,000,000
NUMBER OF OPEN ACCOUNTS 6
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (12.3)% (11/94)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (31.4)% (10/92-1/95)
1998 COMPOUND RATE OF RETURN: (4.8)%
1997 COMPOUND RATE OF RETURN: 21.0%
1996 COMPOUND RATE OF RETURN: 14.5%
1995 COMPOUND RATE OF RETURN: 32.2%
1994 COMPOUND RATE OF RETURN: (4.9)%
AVERAGE COMPOUNDED ANNUALIZED RATE OF
RETURN SINCE JANUARY 1994: 10.7%
AVERAGE COMPOUNDED ANNUALIZED RATE OF
RETURN SINCE INCEPTION IN FEBRUARY 1991: 13.1%
</TABLE>
The G-7 Currency Portfolio began trading in February 1991 and has an
annualized net return of 13.1% from inception through December 31, 1998. This
trading program seeks to identify and capitalize on intermediate and long-term
price movements in the highly liquid currencies of the Group of Seven
industrialized nations (United States, Japan, Germany, United Kingdom, France,
Italy and Canada) and Switzerland. Not all of these currencies are traded at all
times. Forward positions are primarily taken on the interbank market as
outrights against the U.S. dollar, or as cross rates, which reduces dependence
on the U.S. dollar. The G-7 Currency Portfolio attempts to take a position if a
trend is identified, and to take a neutral stance during periods of nontrending
markets. As of December 31, 1998, JWH had approximately $96 million under
management in the G-7 Currency Portfolio.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
PLEASE SEE THE NOTES TO THE PERFORMANCE CAPSULES BEGINNING ON PAGE 41.
-5-
<PAGE>
THE JWH PROGRAMS ARE TECHNICAL AND TREND-FOLLOWING, COMPUTERIZED SYSTEMS
The mathematical models used by the JWH programs are technical systems,
generating trading signals on the basis of statistical research into past market
prices. JWH does not attempt to analyze underlying economic factors, identify
mispricings in the market or predict future prices. Its analysis focuses
exclusively on past price movements.
As a trend-following advisor, JWH's objective is to participate in major
price trends -- sustained price movements either up or down. Such price trends
may be relatively infrequent. Trend-following advisors anticipate that over half
of their positions will be unprofitable. Their strategy is based on making
sufficiently large profits from the trends which they identify and follow to
generate overall profits despite the more numerous but, hopefully, smaller
losses incurred on the majority of their positions.
See "The Risks You Face" beginning at page 9.
MARKETS TRADED
The JWH programs currently utilized by the Trust emphasize trading
currencies and financial instruments, but participate in most major sectors of
the global economy, which include:
<TABLE>
CURRENCIES
- --------------------------------------------------------------------------------
<S> <C>
Australian Dollar *Malaysian Ringgit
British Pound *New Zealand Dollar
Canadian Dollar Norwegian Krone
*Danish Krone *Singapore Dollar
Euro *South African Rand
Hong Kong Dollar *Swedish Krone
Japanese Yen Swiss Franc
FINANCIAL INSTRUMENTS
- --------------------------------------------------------------------------------
Australian French Notionnel Bonds
(90-day) Bank Bills French PIBOR
Australian German BOBL
(3-year and 10-year) German Bonds
Treasury Bonds Italian Bonds
Canadian Bank Bills Japanese Bonds
*Canadian Bonds *Spanish Bonds
Eurobibor Spanish MIBOR
Eurodollar U.K. Long "Gilts"
*Eurolira U.K. Short Sterling
*Euroswiss U.S. 10-year
Euroyen Treasury Notes
U.S. Treasury Bonds
STOCK INDICES
- --------------------------------------------------------------------------------
Australian All FTSE 100 (UK)
Ordinaries Index *New York Composite
*CAC 40 Stock Index Nikkei 225 Index
(France) (Japan)
*DAX (German) *S&P 500 Stock Index
METALS
- --------------------------------------------------------------------------------
*Aluminum *Palladium
Copper *Platinum
Gold Silver
*Lead *Tin
*Nickel *Zinc
AGRICULTURAL PRODUCTS
- --------------------------------------------------------------------------------
Cattle *Orange Juice
Cocoa Soybeans
Coffee Soymeal
Corn Soy Oil
Cotton Sugar
*Hogs Wheat
*Lumber
</TABLE>
- ------------
* These markets are traded if and when contract liquidity, legal constraints,
market conditions and data reliability standards meet JWH's specifications.
ENERGY
- --------------------------------------------------------------------------------
Crude Oil No. 2 Heating Oil
Natural Gas *Unleaded Gasoline
*London Gasoil
THERE IS NO WAY TO PREDICT WHICH MARKETS THE TRUST WILL TRADE OR WHAT ITS
RELATIVE COMMITMENTS TO THE DIFFERENT MARKETS WILL BE.
-6-
<PAGE>
As of December 31, 1998, the JWH trading programs used for the Trust had
the following approximate market sector commitments.
<TABLE>
<S> <C>
Financial Instruments 51%
Currencies 20%
Commodities 8%
Metals 6%
Stock Indices 9%
Energy 6%
</TABLE>
[PIE CHART OF
MARKET SECTORS]
The Trust's market sector weightings vary significantly over time. As of
December 31, 1998 the Trust's allocation to financial instruments and currencies
was approximately 70%.
VARYING THE SIZE OF THE TRUST'S MARKET POSITIONS
JWH attempts to adjust the Trust's position sizes and market exposure to
meet its profit and risk-control objectives. Generally, only between 2% and 15%
of the face value of a futures or forward position is required as margin to put
on the position. Consequently, JWH has considerable flexibility to make
significant changes in the size of the Trust's open positions. For example, the
margin requirement for the Treasury bond futures contract is only approximately
2% of the face value of each contract. This means that JWH could acquire, for
each $100,000 of Trust capital, positions ranging from a single Treasury bond
contract with a face value of $100,000 up to fifty such contracts with a face
value of $5,000,000. The greater the market exposure of the Trust, the more
profit or loss it will recognize as a result of the same price movements, and
the greater its risk, profit potential and expected performance volatility.
THE MANAGING OWNER
The Managing Owner and Commodity Pool Operator of the Trust is CISI. CISI
was incorporated in Delaware in 1983 and is an affiliate of CIS, the Trust's
futures broker. In addition to the Trust, CISI currently operates two public
commodity pools jointly with IDS Futures Corporation and one private commodity
pool. As of December 31, 1998, the aggregate capitalization of these funds was
$222 million. CISI maintains its principal office at 233 South Wacker Drive,
Suite 2300, Chicago, Illinois 60606; telephone (312) 460-4000.
SEE THE ORGANIZATIONAL CHART OF THE TRUST AT PAGE 2 AND "TRANSACTIONS
BETWEEN THE TRUST AND THE CIS GROUP" AT PAGE 56.
MAJOR RISKS OF THE TRUST
The Trust is a speculative investment. It is not possible to predict how
the Trust will perform over either the long or short term.
Investors must be prepared to lose all or substantially all of their
investment in the Units.
There can be no assurance that the past performance of either the Trust or
JWH is indicative of how they will perform in the future.
The Trust is a single-advisor fund, likely to involve higher risk than
multi-advisor funds.
To date, the performance of the Trust has been volatile (one commonly
accepted measure of risk). The Net Asset Value per Unit has varied almost 11% in
a single month.
The Trust could incur large losses over short periods.
The Trust typically takes positions with a face amount of three to eight
times of its total Net Assets.
The Trust employs, at any one time, only a limited number of JWH trading
programs. The fewer programs used, the less diversified and the higher risk the
Trust's portfolio.
-7-
<PAGE>
Positive correlation among the trading programs (because they trade in some
of the same markets and are all technical, trend-following programs) reduces
diversification and increases the risk of loss.
The performance of the JWH trading programs is dependent upon market trends
of the type that their models are designed to identify. Trendless periods are
frequent, and during such periods the Trust is unlikely to be profitable.
Trading on foreign contract markets involves additional risks, including
the risks of inadequate or lack of regulation, exchange-rate fluctuations,
expropriation, credit and investment controls and counterparty insolvency.
There can be no assurance of the continued availability of JWH or its key
principals.
Because its performance is entirely unpredictable, there is no way of
telling when is a good time to invest in the Trust. Investors have no means of
knowing whether they are buying Units at a time when profitable periods are
ending, beginning, or not in progress.
The Units are not transferable and may only be redeemed once a month.
Because investors must submit irrevocable subscriptions as well as redemption
notices by the fifth business day prior to the month-end of redemption, they
cannot know the Net Asset Value at which they will acquire or redeem Units.
Investors cannot control the maximum losses on their Units because they cannot
be sure of the redemption value of their Units.
As Unitholders, investors have no voice in the operation of the Trust; they
are entirely dependent on the management of CISI and JWH for the success of
their investment.
FEES AND EXPENSES
The Incentive Fee payable to JWH is calculated on a quarterly basis and
could be substantial even in a breakeven or losing year. The Trust's other
significant expenses are its Brokerage and Management Fees. If the Trust's Net
Asset Value increases, the absolute dollar amount of these percentage-of-assets
fees will also, but they will have the same effect on the Trust's rate of
return.
A redeeming Unitholder pays redemption charges to CISI through the end of
the eleventh month after the redeemed unit was purchased (reducing the
redemption proceeds otherwise payable to investors).
BREAKEVEN TABLE
<TABLE>
<CAPTION>
TWELVE-MONTH
DOLLAR
TWELVE-MONTH BREAKEVEN
PERCENTAGE ($5,000 INITIAL
EXPENSES BREAKEVEN INVESTMENT)++
- -------- --------- -------------
<S> <C> <C>
Brokerage Fees 6.50% $325.00
Management Fee 4.00% $200.00
Incentive Fee* 1.00% $ 50.00
Administrative Expenses* 0.10% $ 5.00
Organizational and Initial
Offering Cost Amortization 0.40% $ 20.00
Ongoing Offering Costs 0.50% $ 25.00
LESS Interest Income* (5.00)% (250.00)
RETURN ON $5,000 7.50% $375.00
INITIAL INVESTMENT
REQUIRED FOR
"BREAK-EVEN" IF
UNITS HELD AT
LEAST TWELVE
MONTHS
TWELVE-MONTH
BREAKEVEN WITHOUT
REDEMPTION CHARGE 7.50% $375.00
----- -------
Redemption Charge
(on redemptions prior to
twelve months after purchase) 3.00% $150.00
TWELVE-MONTH
BREAKEVEN WITH
REDEMPTION CHARGE 10.50% $525.00
- ------------ ----- -------
</TABLE>
* Estimated. The Incentive Fee is 15% of New Trading Profits quarterly;
consequently, an Incentive Fee could be due in a breakeven or losing year.
++ Assumes a constant $5,000 Net Asset Value.
SEE "CHARGES" AT PAGE 48.
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PRINCIPAL TAX ASPECTS OF OWNING UNITS
Investors are taxed each year on any gains recognized by the Trust whether
or not they redeem any Units or receive any distributions from the Trust.
40% of any trading profits on U.S. exchange-traded contracts are taxed
as short-term capital gains at the 39.6% maximum ordinary income rate, while
60% of such gains are taxed as long-term capital gain at a 20% maximum rate
for individuals. The Trust's trading gains from other contracts will be
primarily short-term capital gain. This tax treatment applies regardless of
how long an investor holds Units. If, on the other hand, an investor held a
stock or bond for twelve months or longer, all the gain realized on its sale
would generally be taxed at a 20% maximum rate.
Losses on the Units may be deducted against capital gains. Any losses in
excess of capital gains may only be deducted against ordinary income to the
extent of $3,000 per year. Consequently, investors could pay tax on the Trust's
interest income even though they have lost money on their Units. See "Tax
Consequences" beginning at page 59.
AN INVESTMENT IN THE UNITS SHOULD BE CONSIDERED AS A LONG-TERM COMMITMENT
The market conditions in which the Trust is likely to recognize significant
profits occur infrequently. An investor should plan to hold Units for long
enough to have a realistic opportunity for a number of such trends to develop.
CISI believes that investors should consider the Units at least a three to
five year commitment.
IS THE TRUST A SUITABLE INVESTMENT FOR YOU?
You should consider investing in the Trust if you are interested in its
potential to produce enhanced returns over the long-term that are generally
unrelated to the returns of the traditional debt and equity markets and you are
prepared to risk significant losses. CISI offers the Trust only as a
diversification opportunity for an investor's entire investment portfolio, not
as a complete investment program. No one should invest more than 10% of his or
her readily marketable assets in the Trust.
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THE RISKS YOU FACE
POSSIBLE TOTAL LOSS OF AN INVESTMENT IN THE TRUST
You could lose all or substantially all of your investment in the Trust.
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. Multi-advisor
strategies are used by many "commodity pools" specifically for risk control
purposes.
INVESTING IN THE UNITS MIGHT NOT DIVERSIFY AN OVERALL PORTFOLIO
One of the objectives of the Trust is to add an element of diversification
to a traditional securities portfolio. While the Trust may perform in a manner
largely independent from the general stock and bond markets, there is no
assurance it will do so. An investment in the Trust could increase rather than
reduce overall portfolio losses during periods when the Trust as well as stocks
and bonds decline in value. There is no way of predicting whether the
Trust will lose more or less than stocks and bonds in declining markets.
Investors must not rely on the Trust as any form of hedge against losses in
their core securities portfolios.
Prospective investors should consider whether diversification in itself is
worthwhile even if the Trust is unprofitable.
INVESTORS MUST NOT RELY ON THE PAST PERFORMANCE OF EITHER JWH OR THE TRUST IN
DECIDING WHETHER TO BUY UNITS
The performance of the Trust is entirely unpredictable, and the past
performance of the Trust as well as of JWH is not necessarily indicative of
their future results.
The price data which JWH has researched in developing its programs may not
reflect the changing dynamics of future markets. If not, the JWH programs would
have little chance of being profitable. An influx
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of new market participants, changes in market regulation, international
political developments, demographic changes and numerous other factors can
contribute to once-successful strategies becoming outdated. Not all of these
factors can be identified, much less quantified. There can be no assurance that
JWH will trade profitably.
VOLATILE JWH TRADING HISTORY
JWH's performance, even when successful, has been characterized by
significant volatility. Since the inception of trading, 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 performance of the Trust to date has been volatile.
THE SIMILARITIES AMONG THE JWH PROGRAMS REDUCE DIVERSIFICATION, INCREASING THE
RISK OF LOSS
The similarities among the programs reduce the Trust's diversification. The
less diversification, the higher the risk that the market will move against a
large number of positions held by different programs at the same time,
increasing losses.
OVERLAP OF THE MARKETS TRADED BY JWH ALSO REDUCES DIVERSIFICATION, INCREASING
THE RISK OF LOSS
The trading programs used by the Trust emphasize trading in the financial
instrument and currency markets. The degree of market overlap changes with the
program mix. However, in general, CISI expects the Trust will maintain a
substantial concentration in these two sectors. Market concentration increases
the risk of major losses and unstable Unit values, as the same price movements
adversely affect many of the Trust's concentrated positions at or about the same
time.
As it is impossible to predict where price trends will occur, certain
trend-following managers attempt to maximize the chance of exploiting such
trends by taking positions in as many different markets and market sectors as
feasible. The Trust does not follow this approach and, as a result, may not
capture trends which would have been highly profitable.
ITS SUBSTANTIAL EXPENSES WILL CAUSE LOSSES FOR THE TRUST UNLESS OFFSET BY
PROFITS AND INTEREST INCOME
The Trust pays fixed annual expenses of approximately 11.5% of its average
month-end assets. In addition to this 11.5% annual expense level, the Trust is
subject to 15% quarterly Incentive Fees on any New Trading Profits. Because
these Incentive Fees are calculated quarterly, they could represent a
substantial expense to the Trust even in a breakeven or losing year. Based on
CISI's experience with its other funds, CISI expects that approximately 1% of
the Trust's average month-end assets might be paid out in Incentive Fees even
during a losing year. Overall, investors must expect that the Trust will pay
about 12.5% per year in expenses, 15.5% including the 3% redemption charge in
effect for the first twelve months after a Unit is issued.
The Trust's expenses could, over time, result in significant losses. Except
for the Incentive Fee, these expenses are not contingent and are payable whether
or not the Trust is profitable.
JWH ANALYZES ONLY TECHNICAL MARKET DATA, NOT ANY ECONOMIC FACTORS EXTERNAL TO
MARKET PRICES
The JWH programs focus exclusively on statistical analysis of market
prices. Consequently, any factor external to the market itself which dominates
prices is likely to cause major losses. For example, a pending political or
economic event may be very likely to cause a major price movement, but JWH would
continue to maintain positions that would incur major losses as a result of such
movement, if its programs indicated that it should do so.
The likelihood of the Units being profitable could be materially
diminished during periods when events external to the markets themselves have an
important impact on prices. During such periods, JWH's historical price analysis
could establish positions on the wrong side of the price movements caused by
such events.
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<PAGE>
LACK OF PRICE TRENDS OR OF THE TYPES OF PRICE TRENDS WHICH JWH PROGRAMS CAN
IDENTIFY WILL CAUSE MAJOR LOSSES
The Trust cannot trade profitably unless major price trends occur in at
least certain markets that it trades. Many markets are trendless most of the
time, and in static markets the JWH programs are likely to incur losses. In
fact, JWH expects more than half of its trades to be unprofitable; it depends on
significant gains from a few major trends to offset these losses. It is not just
any price trend, but price trends of the type which JWH's systems have been
designed to identify, which are necessary for the Trust to be profitable.
THE DANGER TO THE TRUST OF "WHIPSAW" MARKETS
Often, the most unprofitable market conditions for the Trust are those in
which prices "whipsaw," moving quickly upward, then reversing, then moving
upward again, then reversing again. In such conditions, the JWH programs may
establish losing positions based on incorrectly identifying both the brief
upward or downward price movements as trends.
THE LARGE SIZE OF THE TRUST'S TRADING POSITIONS INCREASES THE RISK OF SUDDEN,
MAJOR LOSSES
The Trust takes positions with face values up to as much as approximately
eight times its total equity. Consequently, even small price movements can cause
major losses.
UNIT VALUES ARE UNPREDICTABLE AND VARY SIGNIFICANTLY MONTH-TO-MONTH
The Net Asset Value per Unit can vary significantly month-to-month. In
August 1998, there was almost an 11% change in the value of a Unit. Investors
cannot know at the time they submit a subscription or a redemption request what
the subscription price or redemption value of their Units will be.
The only way to take money out of the Trust is to redeem Units. You can
only redeem Units at month-end on five business days' advance notice and subject
to possible redemption charges. The restrictions imposed on redemptions limit
your ability to protect yourself against major losses by redeeming Units.
Transfers of Units are subject to limitations as well, such as advance
written notice of any intent to transfer and the consent of CISI to such
transfer.
In addition, investors are unable to know whether they are subscribing for
Units after a significant upswing in the Net Asset Value per Unit -- often a
time when the Trust has an increased probability of entering into a losing
period.
THE OPPORTUNITY COSTS OF REBALANCING THE JWH PROGRAMS
The quarterly rebalancing of the Trust's assets among its JWH trading
programs may result in the liquidation of profitable positions, thereby
foregoing 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 occurred.
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
foregoing 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.
INCREASED COMPETITION FROM OTHER TREND-FOLLOWING TRADERS COULD REDUCE JWH'S
PROFITABILITY
There has been a dramatic increase over the past twenty years in the amount
of assets managed by trend-following trading systems like the JWH programs. In
1980, the amount of assets in the managed futures industry were estimated at
approximately $300 million; by the end of 1998, this estimate had risen to
approximately $34.9 billion. It is also estimated that over half of all managed
futures trading advisors rely primarily on trend-following systems. Although the
amount of trading in the futures industry as a whole has increased significantly
during the same period of time, the increase in managed
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<PAGE>
money increases trading competition. The more competition there is for the same
positions, the more costly and harder they are to acquire.
JWH'S HIGH LEVEL OF EQUITY UNDER MANAGEMENT COULD LEAD TO DIMINISHED RETURNS
JWH has a significant amount of assets under management. As of January 1,
1990, JWH had approximately $197 million under management; as of December 31,
1998, this figure had risen to approximately $2.3 billion. The more money JWH
manages, the more difficult it may be for JWH to trade profitably because of the
difficulty of trading larger positions without adversely affecting prices and
performance. Large trades result in more price slippage than do smaller orders.
ILLIQUID MARKETS COULD MAKE IT IMPOSSIBLE FOR JWH TO REALIZE PROFITS OR LIMIT
LOSSES
In illiquid markets, JWH could be unable to capitalize on the opportunities
identified by it or to close out positions against which the market is moving.
There are numerous factors which can contribute to market illiquidity, far too
many for JWH to predict when or where illiquid markets may occur. JWH attempts
to limit its trading to highly liquid markets, but there can be no assurance
that a market which has been highly liquid in the past will not experience
periods of unexpected illiquidity.
Unexpected market illiquidity has caused major losses in recent years in
such sectors as emerging markets, fixed income relative value strategies and
mortgage-backed securities. There can be no assurance that the same will not
happen to the Trust at any time or from time to time. The large size of the
positions which JWH acquires for the Trust increases the risk of illiquidity by
both making its positions more difficult to liquidate and increasing the losses
incurred while trying to do so.
JWH TRADES EXTENSIVELY IN FOREIGN MARKETS; THESE MARKETS ARE LESS REGULATED THAN
U.S. MARKETS AND ARE SUBJECT TO EXCHANGE RATE, MARKET PRACTICES AND POLITICAL
RISKS
The trading programs used for the Trust trade a great deal outside the
U.S. From time to time, as much as 30%-50% of the Trust's overall market
exposure could involve positions taken on foreign markets. Foreign trading
involves risks -- including exchange-rate exposure, possible governmental
intervention and lack of regulation -- which U.S. trading does not. In
addition, the Trust may not have the same access to certain positions on
foreign exchanges as do local traders, and the historical market data on
which JWH bases its strategies may not be as reliable or accessible as it is
in the United States. Certain foreign exchanges may also be in a more or less
developmental stage so that prior price histories may not be indicative of
current price dynamics. The rights of clients in the event of the insolvency
or bankruptcy of a non-U.S. market or broker are also likely to be more
limited than in the case of U.S. markets or brokers.
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 -- 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.
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 will operate
three 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 and the likelihood of significant
positive correlation among their respective trading results.
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<PAGE>
REGULATORY CHANGES COULD RESTRICT THE TRUST'S OPERATIONS
The Trust implements a speculative, highly leveraged strategy. From time to
time there is governmental scrutiny of these types of strategies and political
pressure to regulate their activities. For example, the Malaysian government
recently blamed the collapse of its currency on speculative funds and called for
international restrictions on their operations.
Regulatory changes could adversely affect the Trust by restricting its
markets, limiting its trading and/or increasing the taxes to which Unitholders
are subject. As an example, in the mid-1980s the CFTC raised doubts concerning
the legality of futures funds trading currency forwards, and the legality of EFP
transactions come under periodic CFTC review. EFPs are a mechanism for
converting a foreign currency forward into a futures contract. If JWH could not
trade currency forwards or EFPs for the Trust, the effect on the Trust could be
material and adverse. CISI is not aware of any pending or threatened regulatory
developments which might adversely affect the Trust. However, adverse regulatory
initiatives could develop suddenly and without notice.
POSSIBLE EFFECTS OF THE EUROPEAN MONETARY UNION
JWH trades European currencies. The January 1, 1999 inauguration of the
Euro and the market's reaction to the Euro, or to any nation's withdrawal from
the European Monetary Union, may adversely affect the trading opportunities, or
trading results generally, of currency traders. The absence of Euro pricing data
could be detrimental to trend-following traders such as JWH.
The conversion to a single euro-currency is a very significant and novel
political and economic event and there can be no certainty about its direct or
indirect future effects on currency markets. Unforeseen effects of the European
Monetary Union could result in trading losses for the Trust.
Euro risk, in the form of positions in Euro forward contracts and futures
contracts on Euro-denominated bond interest rates, is being introduced with
small exposure and increased over the first quarter of 1999. This process will
maintain the Trust's European risk allocations at a level similar to pre-Euro
weightings.
THE TRUST COULD LOSE ASSETS AND HAVE ITS TRADING DISRUPTED DUE TO THE BANKRUPTCY
OF CISI OR OTHERS
The Trust is subject to the risk of CISI, exchange or clearinghouse
insolvency. Trust assets could be lost or impounded in such an insolvency during
lengthy bankruptcy proceedings. Were a substantial portion of the Trust's
capital tied up in a bankruptcy, CISI might suspend or limit trading, perhaps
causing the Trust to miss significant profit opportunities. No CISI fund has
ever lost any assets due to the bankruptcy or default of a broker, exchange or
clearinghouse, but there can be no assurance that this will not happen in the
future.
POSSIBILITY OF TERMINATION OF THE TRUST BEFORE EXPIRATION OF ITS STATED TERM
As Managing Owner, CISI may withdraw from the Trust upon 120 days' notice,
which would cause the Trust to terminate unless a substitute managing owner were
obtained. Other events, such as a long-term substantial loss suffered by the
Trust, could also cause the Trust to terminate before the expiration of its
stated term. This could cause you to liquidate your investments and upset the
overall maturity and timing of your investment portfolio. If the registrations
with the CFTC or memberships in the NFA of JWH, CISI or CIS were revoked or
suspended, such entity would no longer be able to provide services to the Trust.
YEAR 2000 ISSUES
Although the Trust relies on the smooth functioning of third parties'
computer systems, the Trust itself has no systems or technology applications of
its own relevant to its operations. Thus the Trust has no expenses related to
addressing year 2000 issues.
CIS surveyed major applications in 1996 to see if they were Year 2000
compliant. Systems identified with the Year 2000 Problem were targeted for
replacement or modification. Replacement and modification projects are currently
underway. In addition, CIS has dedicated resources to assess its work processes
and verify that it will be able to handle the changes in the next millennium.
This process
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<PAGE>
addresses software applications as well as key vendor, bank and customer
relationships. The expenses CIS has incurred to date in addressing its Year 2000
issues have not had a material impact on its financial position, and CIS does
not expect that the expenses to be incurred in becoming fully Year 2000
complaint will have such an impact.
During 1997, CIS participated in developing the industry-wide test plan with the
Futures Industry Association, with whom it continues to work closely. CIS has
participated in BETA testing, which began in September 1998, and will
participate again with the FIA in "street wide" testing during the second
quarter of 1999.
In addition, CIS has begun developing various "contingency plans" in the event
that mission critical systems should fail. This development is proceeding on
schedule.
CIS is taking this issue seriously and has a goal of maintaining reasonable
procedures in order to eliminate as much risk as possible to its customers
(including the Trust), its counterparties and itself. Despite the best efforts
of CIS, CISFS and CISI, there can be no assurance that the above steps will be
sufficient or that all potential problems have been identified in order to avoid
any adverse impact to the Trust. CIS and its affiliates make no representations
or warranties related to Year 2000 readiness or compliance, including but not
limited to business interruption, whether from failures in their own computer
systems, those of JWH or any other third party.
JWH is taking immediate action to identify any of its computer systems that
are Year 2000 vulnerable. If such systems are identified that negatively affect
its services (E.G., trade details, fee information), it will take immediate
action to update those systems, extensively test the systems internally and, if
appropriate, with other parties, to ensure that system interdependencies have
been adequately addressed, and establish contingency plans and provide such
plans in the event of a malfunction of any part of the systems. If JWH becomes
aware of a Year 2000 vulnerable system which is unable to be corrected by the
year 2000, it will notify CISI in a timely manner, and CISI will notify
investors in time for them to redeem their Units on or prior to December 31,
1999.
There can be no assurance that JWH and the Trust's other service providers
have anticipated every step necessary to avoid any adverse effect on the Trust
attributable to the Year 2000 Problem. CISI believes that a most likely worst
case scenario would be one in which it becomes impossible for the Trust to
continue trading as a result of the Year 2000 Problem. CISI and JWH would be
able to assess such a situation in advance of the December 31, 1999 deadline and
either liquidate all positions prior to that date and/or establish relationships
with additional counterparties in order to permit trading to continue.
--------------
THE FOLLOWING ARE NOT RISKS BUT RATHER IMPORTANT TAX FEATURES OF INVESTING
IN THE TRUST WHICH ALL PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER BEFORE
DECIDING WHETHER TO PURCHASE UNITS.
INVESTORS ARE TAXED EVERY YEAR ON THEIR SHARE OF THE TRUST'S PROFITS -- NOT ONLY
WHEN THEY REDEEM AS WOULD BE THE CASE IF THEY HELD STOCKS OR BONDS
Investors are taxed each year on their investment in the Trust,
irrespective of whether they redeem any Units.
All performance information included in this prospectus is presented on a
pre-tax basis; the investors who experienced such performance had to pay the
related taxes from other sources.
Over time, the compounding effects of the annual taxation of the Trust's
income are material to the economic consequences of investing in the Trust. For
example, a 10% compound annual rate of return over five years would result in an
initial $10,000 investment compounding to $16,105. However, if one factors in a
30% tax rate each year, the result would be $14,025.
THE TRUST'S TRADING GAINS TAXED AT HIGHER SHORT-TERM CAPITAL GAINS RATE
Investors are taxed on their share of any trading profits of the Trust at
both short- and long-term capital gain rates depending on the mix of U.S.
exchange-traded contracts and non-U.S. contracts traded. These tax rates are
determined irrespective of how long an investor holds Units. Consequently, the
tax rate on the Trust's trading gains may be higher than those
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applicable to other investments held by an investor for a comparable period.
TAX COULD BE DUE FROM INVESTORS ON THEIR SHARE OF THE TRUST'S INTEREST INCOME
DESPITE OVERALL LOSSES
Investors may be required to pay tax on their allocable share of the
Trust's interest income, even though the Trust incurs overall losses. Trading
losses can only be used to offset trading gains and $3,000 of interest income
each year. Consequently, if an investor were allocated $5,000 of interest income
and $10,000 of net trading losses, the investor would owe tax on $2,000 of
interest income even though the investor would have a $5,000 loss for the year.
The $7,000 capital loss would carry forward, but subject to the same limitation
on its deductibility against interest income.
INVESTMENT FACTORS
THE MANAGING OWNER'S OBJECTIVE IN SPONSORING THE TRUST WITH JWH AS ITS SOLE
TRADING ADVISOR IS TO OFFER AN INVESTMENT WHICH HAS THE POTENTIAL OF ACHIEVING
SUBSTANTIAL CAPITAL APPRECIATION OVER TIME TO THOSE INVESTORS WHOSE RISK
TOLERANCE LEVELS CAN ACCEPT SIGNIFICANT RISK AND EXPECTED VOLATILITY IN
PERFORMANCE. IF SUBSTANTIAL LOSSES CAN BE AVOIDED, THE MANAGING OWNER AND JWH
BELIEVE THAT THE TRUST HAS A REASONABLE OPPORTUNITY TO GENERATE SIGNIFICANT
PROFITS OVER TIME, DESPITE EXHIBITING CONSIDERABLE INTRA-PERIOD VOLATILITY, BY
CAPITALIZING ON MAJOR PRICE MOVEMENTS WHEN THEY DO OCCUR. IF SUCCESSFUL, THE
TRUST OFFERS INVESTORS THE FOLLOWING POTENTIAL ADVANTAGES.
ACCESS TO JWH AND THE TRADING PROGRAMS
By investing in the Trust, subscribers have the opportunity to place assets
with an experienced active managed futures advisor. 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 over sixteen years and, as of December 31, 1998, managed
approximately $2.3 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, Financial and
Metals Portfolio and the G-7 Currency Portfolio currently used for the Trust.
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, the consolidation of European 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.
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 a
traditional diversified portfolio to the Trust, an investor has the potential,
if the Trust is successful, to enhance the prospects for superior performance of
the overall portfolio as well as to reduce the volatility of the portfolio over
time and the dependence of such portfolio on any single country's economy.
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<PAGE>
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.
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. 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.
Although CISI has not yet done so, CISI may place some of the Trust's
assets with a Custodian and hire a third-party cash manager to manage that
money. 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 WITH RESPECT TO SUCH ASSETS.
SMALL MINIMUM INVESTMENT
JWH is typically available to manage individual accounts only of
substantial size -- $5,000,000 or more. Investors in the Trust are currently
able to gain access to three JWH programs 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.
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 large positions
in relation to capital used in futures and forward trading. However, a
Unitholder cannot lose more than his or her investment in the Trust plus
undistributed profits. In fact, in the event the Net Asset Value of a Unit
decreases to less than 50% of the previous highest month-end Net Asset Value per
Unit 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 strategies like those applied by JWH where positions
may be large in relation to account equity.
ADMINISTRATIVE CONVENIENCE
The Trust is structured so as to substantially eliminate 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 tax returns. The
approximate daily Net Asset
-16-
<PAGE>
Value per Unit is available by calling your registered representative or CISI at
(312) 460-4000 or toll free at (888) 292-9399.
HOW THE TRUST WORKS
BUYING UNITS
You buy Units as of the last business day of any month at Net Asset Value.
Your subscription must be submitted by the fifth business day prior to the
month-end of investment. Late subscriptions will be applied to Unit sales as of
the end of the second month after receipt, unless revoked.
CISI has no present intention to terminate the offering, but may do so at
any time.
Units are offered at Net Asset Value.
Investors need to submit Subscription Agreements with each purchase of
Units.
The minimum purchase for first-time investors is $5,000; $2,000 for IRAs,
other tax-exempt accounts. Existing investors may make additional investments in
$1,000 minimums.
USE OF PROCEEDS
100% of all subscription proceeds are invested directly into the Trust.
Neither the Trust nor any subscriber pays any selling commissions. CISI pays all
such commissions as part of the ongoing syndication costs of the Trust. In
return, CISI receives substantial revenues from the Trust over time.
The Trust uses subscription proceeds to margin its speculative futures
trading, as well as to pay trading losses and expenses. At the same time that
the Trust's assets are being used as margin, they are also available for cash
management. Substantially all the cash management return earned on the Trust's
assets is paid to the Trust, although the CIS Group does retain certain economic
benefits from possession of the Trust's assets, as described in more detail
under "Interest Income" beginning at page 47.
REDEEMING UNITS
You can redeem Units monthly. To redeem at month-end, contact your
registered representative or CISI. Redemption requests must be received by CISI
no later than the fifth business day prior to the month-end of redemption.
The proceeds of Units redeemed through the eleventh month from the date of
issuance are reduced by a charge of 3% of their redemption date Net Asset Value.
This charge is paid to CIS. If a Unitholder acquires Units at more than one
closing, the Units purchased first by such investor and, accordingly, least
likely to be subject to redemption charges, are assumed to be those first
redeemed.
UNCERTAIN SUBSCRIPTION AND REDEMPTION VALUE OF UNITS
The Trust sells and redeems Units at subscription or redemption date Net
Asset Value, not at the Net Asset Value as of the date that subscriptions or
redemption requests are submitted. Investors must submit irrevocable
subscriptions and redemption requests no later than the fifth business day prior
to the effective date of subscription or redemption. Because of the volatility
of Unit values, this delay means that investors cannot know the value at which
they will purchase or redeem their Units.
Materially adverse changes in the Trust's financial position could occur
between the time an investor irrevocably commits to acquire or redeem Units and
the time the purchase or redemption is made.
NO DISTRIBUTIONS INTENDED
The Trust does not anticipate making any distributions to investors. No
distributions have been made to date.
-17-
<PAGE>
PERFORMANCE OF THE TRUST
The following are the monthly rates of return and the month-end Net Asset
Value per Unit from the inception of the Trust through December 31, 1998.
JWH GLOBAL TRUST
JUNE 2, 1997-DECEMBER 31, 1998
AGGREGATE SUBSCRIPTIONS: $98.7 MILLION
CURRENT CAPITALIZATION: $95.5 MILLION
WORST MONTHLY DECLINE (MONTH/YEAR): 11/98 (9.97)%
WORST PEAK-TO-VALLEY DECLINE (MONTH/YEAR): 1/98 - 5/98 (11.11)%
NET ASSET VALUE PER UNIT, DECEMBER 31, 1998: $115.40
NUMBER OF UNITHOLDERS, DECEMBER 31, 1998: 3747
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
MONTH MONTHLY RATES OF RETURN MONTH-END NAV PER UNIT
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
1997
June 0.16% $100.16
July 6.64 106.81
August (2.26) 104.39
September (1.46) 102.88
October 2.46 105.40
November 0.83 106.28
December 3.22 109.70
- -------------------------------------------------------------------------------------------------------------
COMPOUND ANNUAL RATE OF RETURN 9.70%
(7 MOS.)
- -------------------------------------------------------------------------------------------------------------
1998
- -------------------------------------------------------------------------------------------------------------
January (2.83)% $106.59
February (1.14) 105.38
March (3.03) 102.20
April (4.59) 97.51
May 3.44 100.85
June (1.63) 99.21
July (3.05) 96.18
August 10.84 106.61
September 8.02 115.16
October 2.73 118.30
November (9.97) 106.51
December 8.35 115.40
- -------------------------------------------------------------------------------------------------------------
COMPOUND ANNUAL RATE OF RETURN 5.20%
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
UNTIL OCTOBER 5, 1998, WHEN THE G-7 CURRENCY PROGRAM WAS ADDED TO THE TRUST'S
PORTFOLIO, THE TRUST USED ONLY TWO JWH PROGRAMS, THE ORIGINAL INVESTMENT PROGRAM
AND THE FINANCIAL AND METALS PORTFOLIO.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
-18-
<PAGE>
SELECTED FINANCIAL INFORMATION
THE FOLLOWING SELECTED FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER
31, 1998 AND THE PERIOD ENDED DECEMBER 31, 1997 IS DERIVED FROM THE FINANCIAL
STATEMENTS OF THE TRUST FOR THE PERIOD FROM JUNE 2, 1997 (COMMENCEMENT OF
TRADING OPERATIONS) TO DECEMBER 31, 1997 AND FROM THE YEAR ENDING DECEMBER 31,
1998, WHICH HAVE BEEN AUDITED BY KPMG PEAT MARWICK LLP. SEE "FINANCIAL
STATEMENTS" AT PAGE 65.
-------------------------
<TABLE>
<CAPTION>
JUNE 2, 1997
JANUARY 1, 1998 (COMMENCEMENT OF
TO TRADING OPERATIONS) TO
INCOME STATEMENT DATA DECEMBER 31, 1998 DECEMBER 31 1997
- --------------------- ----------------- ----------------
<S> <C> <C>
Revenues
Realized gain (loss) on closed positions $ 10,418,484 $ 1,761,637
Change in unrealized gain (loss) on open positions 3,078,002 4,481,153
Interest income 3,669,771 1,042,648
Foreign currency transaction gain (loss) (296,969) (297,458)
------------ ------------
Total revenues
16,869,288 6,987,980
------------ ------------
------------ ------------
Expenses
Commissions paid to CIS 5,195,089 1,441,635
Exchange, clearing and NFA fees 59,724 12,426
Management fees 3,239,007 896,312
Incentive fees 1,383,562 715,477
Amortization of prepaid initial
organization and offering expenses 132,173 66,238
Ongoing organization and offering expenses 400,616 110,352
Operating expenses 58,596 94,292
------------ ------------
Total expenses 10,468,767 3,336,732
------------ ------------
Net profit (loss) $ 6,400,521 $ 3,651,248
------------ ------------
------------ ------------
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------- -----------------
NET NET
BALANCE SHEET DATA ASSET VALUE ASSET VALUE
- ------------------ ----------- -----------
<S> <C> <C>
Aggregate Net Asset Value $ 95,472,546 $ 64,351,524
Net Asset Value per Unit $ 115.40 $ 109.70
</TABLE>
THE $650,000 OF ORGANIZATIONAL AND INITIAL OFFERING COSTS REIMBURSED TO THE
MANAGING OWNER BY THE TRUST AS OF THE COMMENCEMENT OF TRADING ARE BEING
AMORTIZED OVER A SIXTY MONTH PERIOD BEGINNING WITH JUNE 1997.
-19-
<PAGE>
MANAGEMENT'S ANALYSIS
OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL
JWH programs do not predict price movements. No fundamental economic supply
or demand analysis is used in attempting to identify mispricings in the market,
and no macroeconomic assessments of the relative strengths of different national
economies or economic sectors is made. Instead, the programs apply proprietary
computer models to analyzing past market data, and from this data alone attempt
to determine whether market prices are trending. Technical traders such as JWH
base their strategies on the theory that market prices reflect the collective
judgment of numerous different traders and are, accordingly, the best and most
efficient indication of market movements. However, there are frequent periods
during which fundamental factors external to the market dominate prices.
If JWH's models identify a trend, they signal positions which follow it.
When these models identify the trend as having ended or reversed, these
positions are either closed out or reversed. Due to their trend-following
character, the JWH programs do not predict either the commencement or the end of
a price movement. Rather, their objective is to identify a trend early enough to
profit from it and to detect its end or reversal in time to close out the
Trust's positions while retaining most of the profits made from following the
trend.
In analyzing the performance of JWH's trend-following programs, economic
conditions, political events, weather factors, etc., are not directly relevant
because only market data has any input into JWH's trading results. There is no
direct connection between particular market conditions and price trends. There
are so many influences on the markets that the same general type of economic
event may lead to a price trend in some cases but not in others. The analysis is
further complicated by the fact that the programs are designed to recognize only
certain types of trends and to apply only certain criteria of when a trend has
begun. Consequently, even though significant price trends may occur, if these
trends are not comprised of the type of intra-period price movements which the
programs are designed to identify, the Trust may miss the trend altogether.
The Trust's success depends on JWH's ability to recognize and capitalize on
major price movements and other profit opportunities in different sectors of the
world economy. 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 following performance summary outlines certain major price trends which
the JWH programs have identified for the Trust since inception. The fact that
certain trends were captured does not imply that others, perhaps larger and
potentially more profitable trends, were not missed or that JWH will be able to
capture similar trends in the future. Moreover, the fact that the programs were
profitable in certain market sectors in the past does not mean that they will be
so in the future.
The performance summary is an outline description of how the Trust
performed in the past, not necessarily any indication of how it will perform in
the future. Furthermore, the general causes to which certain trends are
attributed may or may not in fact have caused such trends, as opposed to simply
having occurred at about the same time.
While there can be no assurance that JWH will be profitable even in
trending markets, markets in which substantial and sustained price movements
occur offer the best profit potential for the Trust.
PERFORMANCE SUMMARY
1998
During 1998, total contributions to the Trust equalled $37,938,405,
including the Managing Owner's contribution of $361,483, and investors redeemed
Units in the amount of $13,217,904. The Trust achieved realized and unrealized
trading gains of $13,199,157 and interest income of $3,669,771. Total expenses
of
-20-
<PAGE>
the Trust were $10,468,767, resulting in a net profit of $6,400,521 and an
increase in the Net Asset Value per Unit of $6,400,521 and an increase in the
Net Asset Value per Unit of $5.70.
The Trust had a profitable year in 1998, producing a net gain of 5.20%
for the calendar year. The year 1998 was marked by declining global interest
rates and commodity prices and extremely volatile currency flunctations. One
of the key markets that consistently reported profits during the year was the
energy sector; primarily crude oil. Short crude oil prices throughout the
year were beneficial to the Trust. Additionally, coffee prices fell 28%
during the year and the Trust benefitted from its short positions in coffee
prices.
The first quarter was marked by a flight to quality in the bond market,
namely German bunds and U.S. bonds amidst turbulence in the Asian markets. The
U.S. dollar remained volatile for the first two months of the year and
strengthened during March, primarily versus the German mark and Swiss franc. The
volatility in both these sectors produced overall losses for the Trust. Warren
Buffett was rumored and then confirmed to be holding significant silver
positions anticipating a rise in silver prices. Long silver prices were
beneficial to the Trust.
In the second quarter, the U.S. dollar strengthened against the Japanese
yen until the U.S. Government intervened to support the Japanese yen,
essentially selling the U.S. dollar and depressing the value of the U.S.
dollar relative to most major world currencies. By July, the U.S. dollar was
back at all-time highs against the Japanese yen. Overall, the Trust gained as
a result of the fluctuation of the U.S. dollar. However, the ripple effect
created volatility for the U.S. dollar versus the European currencies.
Precious metals, namely silver, reversed as prices slumped. Gold prices
seesawed up and down never settling on direction. The volatility in these
markets was unprofitable for the Trust.
The third quarter was highlighted by a devaluation of the Russian ruble
which sent shock waves through the world equity markets as traders liquidated
equities in favor of sovereign debt. Even prior to the Russian crisis, the
Trust was well positioned to take advantage of rising bonds. The Trust was
long the U.S., German and Japan bond markets. Interest rates to the U.S.
30-year long bond fell below 5%, the lowest level in over 30 years. In
addition, the Trust was short the Nikkei and FTSE equity indices. Gold and
silver prices fell to 1998 lows, and short positions in these precious metals
were profitable.
The fourth quarter saw extremes in the currency sector as the U.S. dollar
again gyrated for the last three months of the year. A long Japanese yen
position provided the only profit for the Trust in October but was the largest
losing position in November. Yet, by December, long Japanese yen positions were
again providing profits. The Fed eased interest rates one quarter point three
times in seven weeks. However, long U.S. bond positions reaped few rewards as
these rate cuts had already been factored in the market. Global stock indices
rebounded beginning in October and long positions in the S&P and German DAX
proved rewarding.
1997 (SEVEN MONTHS)
During 1997, total contributions to the Trust equalled $61,630,136,
including the Managing Owner's contribution of $610,000, and investors redeemed
Units in the amount of $929,861. The Trust achieved realized and unrealized
trading gains of $5,945,332 and interest income of $1,042,648. Total expenses of
the Trust were $3,336,732, resulting in net income of $3,651,248 and an increase
in the Net Asset Value per Unit of $9.70.
The Trust posted positive returns for 1997, which was the Trust's first
year of trading. In 1997 the global futures markets showed a great deal of
volatility and JWH programs were well positioned to profit from these moves. The
Trust produced a net gain of 9.70% for the seven months it traded during the
calendar year. The year 1997 was marked by declining gold prices and interest
rates around the globe and a rising U.S. dollar relative to the German mark and
Japanese yen. The strength of these market moves proved beneficial to the Trust.
The price of gold declined to the lowest level in over a decade reflecting its
declining value as an alternative monetary asset as central banks increased
their willingness to sell or lease the precious metal. Solid gains were
generated in the global interest rate markets, particularly in the Japanese
government bond where yields plummeted to historic lows as the nation sank
relentlessly into a recession. Strong gains were also recorded in Australian
10-year bonds and 3-year notes and in German and Italian bonds. Gains were
realized in positions in the German mark, which weakened in world markets as
hopes for European monetary union rose. The U.S. dollar dominated the world
currencies reflecting sound economic fundamentals in the U.S. The Trust
benefited from the
-21-
<PAGE>
upward price movement in natural gas during the summer and fall. However, energy
markets were disappointing as ample world inventories and mild weather kept
supply and demand in balance. In addition, losses were incurred in agricultural
markets, despite strong performance by coffee futures earlier in the year. The
Trust ended the year with a profit of $3,651,248.
LIQUIDITY AND CAPITAL RESOURCES
The amount of assets invested in the Trust generally does not affect its
performance, as typically this amount is not a limiting factor on the positions
acquired by JWH, and the Trust's expenses are primarily charged as a fixed
percentage of its asset base, however large.
The Trust sells no securities other than the Units. The Trust borrows only
to a limited extent and only on a strictly short-term basis in order to finance
losses on non-U.S. dollar denominated trading positions pending the conversion
of the Trust's dollar deposits. These borrowings are at a prevailing short-term
rate in the relevant currency. They have been immaterial to the Trust's
operation to date and are expected to continue to be so.
The Net Asset Value of the Trust's cash and financial instruments is not
materially affected by inflation. Changes in interest rates, which are often
associated with inflation, could cause the value of certain of the Trust's debt
securities to decline, but only to a limited extent. More importantly, changes
in interest rates could cause periods of strong up or down price trends, during
which the Trust's profit potential generally increases. Inflation or deflation
in commodity prices could also generate price movements which the programs might
successfully follow.
The Trust's assets are held in cash. Accordingly, except in very unusual
circumstances, the Trust should be able to close out any or all of its open
trading positions and liquidate any or all of its securities holdings quickly
and at market prices. This should permit JWH to limit losses as well as reduce
market exposure on short notice should its programs indicate reducing market
exposure. In addition, because there is a readily available market value for the
Trust's positions and assets, the Trust's monthly Net Asset Value calculations
are precise, and investors need only wait ten business days to receive the full
redemption proceeds of their Units.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT THE TRUST'S MARKET RISK
INTRODUCTION
PAST RESULTS ARE NOT NECESSARILY
INDICATIVE OF FUTURE PERFORMANCE
The Trust is a speculative commodity pool. The market sensitive instruments
held by it are acquired for speculative trading purposes, and all or
substantially all of the Trust's assets are subject to the risk of trading loss.
Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Trust's main line of business.
Market movements result in frequent changes in the fair market value of the
Trust's open positions and, consequently, in its earnings and cash flow. The
Trust's market risk is influenced by a wide variety of factors, including the
level and volatility of interest rates, exchange rates, equity price levels, the
market value of financial instruments and contracts, the diversification effects
among the Trust's open positions and the liquidity of the markets in which it
trades.
The Trust can acquire and/or liquidate both long and short positions in a
wide range of different markets. Consequently, it is not possible to predict how
a particular future market scenario will affect performance, and the Trust's
past performance is not necessarily indicative of its future results.
Value at Risk is a measure of the maximum amount which the Trust could
reasonably be expected to lose in a given market sector. However, the inherent
uncertainty of the Trust's speculative trading and the recurrence in the markets
traded by the Trust of market movements far exceeding expectations could result
in actual trading or nontrading losses far beyond the indicated Value at Risk or
the Trust's experience to date (I.E., "risk of ruin"). In light of the foregoing
as well as the risks and uncertainties intrinsic to all future projections, the
inclusion of the quantification included in this section should not be
considered to constitute
-22-
<PAGE>
any assurance or representation that the Trust's losses in any market sector
will be limited to Value at Risk or by the Trust's attempts to manage its market
risk.
STANDARD OF MATERIALITY
Materiality as used in this section, "Qualitative and Quantitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements, taking into
account the leverage, optionality and multiplier features of the Trust's market
sensitive instruments.
QUANTIFYING THE TRUST'S TRADING VALUE AT RISK
QUALITATIVE FORWARD-LOOKING STATEMENTS
THE FOLLOWING QUANTITATIVE DISCLOSURES REGARDING THE TRUST'S MARKET RISK
EXPOSURES CONTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SAFE
HARBOR FROM CIVIL LIABILITY PROVIDED FOR SUCH STATEMENTS BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 (SET FORTH IN SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934). ALL
QUANTITATIVE DISCLOSURES IN THIS SECTION ARE DEEMED TO BE FORWARD-LOOKING
STATEMENTS FOR PURPOSES OF THE SAFE HARBOR, EXCEPT FOR STATEMENTS OF HISTORICAL
FACT.
The Trust's risk exposure in the various market sectors traded by JWH is
quantified below in terms of Value at Risk. Due to the Trust's mark-to-market
accounting, any loss in the fair value of the Trust's open positions is directly
reflected in the Trust's earnings (realized or unrealized) and cash flow (at
least in the case of exchange-traded contracts in which profits and losses on
open positions are settled daily through variation margin).
Exchange maintenance margin requirements have been used by the Trust as the
measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95%-99% of any one-day
intervals. The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an assessment of current
market volatility (including the implied volatility of the options on a given
futures contract) and economic fundamentals to provide a probabilistic estimate
of the maximum expected near-term one-day price fluctuation. Maintenance margin
has been used rather than the more generally available initial margin, because
initial margin includes a credit risk component which is not relevant to Value
at Risk.
In the case of market sensitive instruments which are not exchange traded
(almost exclusively currencies in the case of the Trust), the margin
requirements for the equivalent futures positions have been used as Value at
Risk. In those rare cases in which a futures-equivalent margin is not available,
dealers' margins have been used.
The fair value of the Trust's futures and forward positions does not have
any optionality component.
In quantifying the Trust's Value at Risk, 100% positive correlation in the
different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been aggregated to determine each trading category's aggregate Value at
Risk. The diversification effects resulting from the fact that the Trust's
positions are rarely, if ever, 100% positively correlated have not been
reflected.
THE TRUST'S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS
The following table indicates the trading Value at Risk associated with the
Trust's open positions by market category as of December 31, 1998. All open
position trading risk exposures of the Trust have been included in calculating
the figures set forth below. As of December 31, 1998, the Trust's total
capitalization was approximately $95.5 million.
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------------------
% OF TOTAL
MARKET SECTOR VALUE AT RISK CAPITALIZATION
- ------------- ------------- --------------
<S> <C> <C>
Interest Rates $ 4.6 million 4.82%
Currencies $ 1.9 million 1.99%
Stock Indices $ 0.8 million 0.84%
Precious Metals $ 0.5 million 0.52%
Commodities $ 0.7 million 0.73%
Energies $ 0.5 million 0.52%
------------- ------
Total $ 9.0 million 9.42%
------------- ------
------------- ------
</TABLE>
MATERIAL LIMITATIONS ON VALUE AT RISK
AS AN ASSESSMENT OF MARKET RISK
-23-
<PAGE>
The face value of the market sector instruments held by the Trust is
typically many times the applicable maintenance margin requirement (maintenance
margin requirements generally ranging between approximately 1% and 10% of
contract face value) as well as many times the capitalization of the Trust. The
magnitude of the Trust's open positions creates a "risk of ruin" not typically
found in most other investment vehicles. Because of the size of its positions,
certain market conditions -- unusual, but historically recurring from time to
time -- could cause the Trust to incur severe losses over a short period of
time. The foregoing Value at Risk table -- as well as the past performance of
the Trust -- give no indication of this "risk of ruin."
NON-TRADING RISK
The Trust has non-trading market risk on its foreign cash balances not
needed for margin. However, these balances (as well as any market risk they
represent) are immaterial.
The Trust holds substantially all of its assets in cash on deposit with CIS
and CISFS. The Trust has cash flow risk on these cash deposits because if
interest rates decline, so will the interest paid out by CIS and CISFS at the
91-day Treasury bill rate. As of December 31, 1998, the Trust had approximately
$90,183,000 in cash on deposit with CIS and CISFS.
QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES
THE FOLLOWING QUALITATIVE DISCLOSURES REGARDING THE TRUST'S MARKET RISK
EXPOSURES -- EXCEPT FOR (i) THOSE DISCLOSURES THAT ARE STATEMENTS OF HISTORICAL
FACT AND (ii) THE DESCRIPTIONS OF HOW THE TRUST AND JWH MANAGE THE TRUST'S
PRIMARY MARKET RISK EXPOSURES -- CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT. THE TRUST'S PRIMARY MARKET RISK EXPOSURES AS WELL AS
THE STRATEGIES USED AND TO BE USED BY JWH FOR MANAGING SUCH EXPOSURES ARE
SUBJECT TO NUMEROUS UNCERTAINTIES, CONTINGENCIES AND RISKS, ANY ONE OF WHICH
COULD CAUSE THE ACTUAL RESULTS OF THE TRUST'S RISK CONTROLS TO DIFFER MATERIALLY
FROM THE OBJECTIVES OF SUCH STRATEGIES. GOVERNMENT INTERVENTIONS, DEFAULTS AND
EXPROPRIATIONS, ILLIQUID MARKETS, THE EMERGENCE OF DOMINANT FUNDAMENTAL FACTORS,
POLITICAL UPHEAVALS, CHANGES IN HISTORICAL PRICE RELATIONSHIPS, AN INFLUX OF NEW
MARKET PARTICIPANTS, INCREASED REGULATION AND MANY OTHER FACTORS COULD RESULT IN
MATERIAL LOSSES AS WELL AS IN MATERIAL CHANGES TO THE RISK EXPOSURES AND THE
RISK MANAGEMENT STRATEGIES OF THE TRUST. THERE CAN BE NO ASSURANCE THAT THE
TRUST'S CURRENT MARKET EXPOSURE AND/OR RISK MANAGEMENT STRATEGIES WILL NOT
CHANGE MATERIALLY OR THAT ANY SUCH STRATEGIES WILL BE EFFECTIVE IN EITHER THE
SHORT- OR LONG-TERM. INVESTORS MUST BE PREPARED TO LOSE ALL OR SUBSTANTIALLY ALL
OF THEIR INVESTMENT IN THE TRUST.
The following were the primary trading risk exposures of the Trust as of
December 31, 1998, by market sector.
INTEREST RATES. Interest rate risk is the principal market exposure of the
Trust. Interest rate movements directly affect the price of the sovereign bond
positions held by the Trust and indirectly the value of its stock index and
currency positions. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the Trust's
profitability. The Trust's primary interest rate exposure is to interest rate
fluctuations in the United States and the other G-7 countries. However, the
Trust also takes positions in the government debt of smaller nations -- E.G.,
Australia. The Managing Owner anticipates that G-7 interest rates will remain
the primary market exposure of the Trust for the foreseeable future. The changes
in interest rates which have the most effect on the Trust are changes in
long-term, as opposed to short-term, rates. Most of the speculative positions
held by the Trust are in medium- to long-term instruments. Consequently, even a
material change in short-term rates would have little effect on the Trust were
the medium- to long-term rates to remain steady.
CURRENCIES. The Trust's currency exposure is to exchange rate fluctuations,
primarily fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs. These fluctuations are
influenced by interest rate changes as well as political and general economic
conditions. The Trust trades in a large number of currencies, including
cross-rates -- I.E., positions between two currencies other than the U.S.
dollar. However, the Trust's major exposures have typically been in the
dollar/yen, dollar/mark and dollar/pound positions. The Managing Owner does not
anticipate that the risk profile of the Trust's currency sector will change
significantly in the
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future, although it is difficult at this point to predict the effect of the
introduction of the Euro on JWH's currency trading strategies. The currency
trading Value at Risk figure includes foreign margin amounts converted into U.S.
dollars with an incremental adjustment to reflect the exchange rate risk
inherent to the dollar-based Trust in expressing Value at Risk in a functional
currency other than dollars.
STOCK INDICES. The Trust's primary equity exposure is to equity price risk
in the G-7 countries. The stock index futures traded by the Trust are by law
limited to futures on broadly based indices. As of December 31, 1998, the
Trust's primary exposures were in the Nikkei (Japan) and All Ordinaries
(Australia) stock indices. The Managing Owner anticipates little, if any,
trading in non-G-7 stock indices. The Trust is primarily exposed to the risk of
adverse price trends or static markets in the major U.S., European and Japanese
indices. (Static markets would not cause major market changes but would make it
difficult for the Trust to avoid being "whipsawed" into numerous small losses.)
METALS. The JWH programs currently used for the Trust trade mainly
precious, not base, metals, and the Trust's primary metals market exposure is to
fluctuations in the price of gold and silver. However, silver prices have
remained volatile over this period, and JWH has from time to time taken
substantial positions as it has perceived market opportunities to develop. The
Managing Owner anticipates that gold and silver will remain the primary metals
market exposure for the Trust.
COMMODITIES. The Trust's primary commodities exposure is to agricultural
price movements which are often directly affected by severe or unexpected
weather conditions. Grains, coffee, sugar and cocoa accounted for the
substantial bulk of the Trust's commodities exposure as of December 31, 1998. In
the past, the Trust has had material market exposure to live cattle, cotton and
the soybean complex and may do so again in the future. However, JWH and the
Trust will maintain an emphasis on grains, coffee, sugar and cocoa, in which the
Trust has historically taken its largest commodity positions.
ENERGY. The Trust's primary energy market exposure is to gas and oil price
movements, often resulting from political developments in the Middle East.
Although JWH trades natural gas to a limited extent, oil is by far the dominant
energy market exposure of the Trust. Oil prices are currently depressed, but
they can be volatile and substantial profits and losses have been and are
expected to continue to be experienced in this market.
QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE
The following were the only non-trading risk exposures of the Trust as of
December 31, 1998.
FOREIGN CURRENCY BALANCES. The Trust's primary foreign currency balances
are in Japanese yen, German marks, British pounds and Australian dollars. The
Trust controls the non-trading risk of these balances by regularly converting
these balances back into dollars (no less frequently than twice a month).
CASH POSITION. The Trust holds substantially all its assets in cash at CIS
and CISFS, earning interest at the 91-day Treasury bill rate (calculated daily).
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
The Manager Owner monitors the Trust's performance and the concentration of
its open positions, and consults with JWH concerning the Trust's overall risk
profile. If the Managing Owner felt it necessary to do so, the Managing Owner
could require JWH to close out individual positions as well as enter programs
traded on behalf of the Trust. However, any such intervention would be a highly
unusual event. The Managing Owner primarily relies on JWH's own risk control
policies while maintaining a general supervisory overview of the Trust's market
risk exposures.
RISK MANAGEMENT
JWH attempts to control risk in all aspects of the investment process --
from confirmation of a trend to determining the optimal exposure in a given
market, and to money management issues such as the startup or upgrade of
investor accounts. JWH double checks the accuracy of market data, and will not
trade a market without multiple price sources for analytical input. In
constructing a portfolio, JWH seeks to control overall risk as well as the risk
of
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any one position, and JWH trades only markets that have been identified as
having positive performance characteristics. Trading discipline requires plans
for the exit of a market as well as for entry. JWH factors the point of exit
into the decision to enter (stop loss). The size of JWH's positions in a
particular market is not a matter of how large a return can be generated but of
how much risk it is willing to take relative to that expected return.
To attempt to reduce the risk of volatility while maintaining the potential
for excellent performance, proprietary research is conducted on an ongoing basis
to refine the JWH investment strategies. Research may suggest substitution of
alternative investment methodologies with respect to particular contracts; this
may occur, for example, when the testing of a new methodology has indicated that
its use might have resulted in different historical performance. In addition,
risk management research and analysis may suggest modifications regarding the
relative weighting among various contracts, the addition or deletion of
particular contracts from a program, or a change in position size in relation to
account equity. The weighting of capital committed to various markets in the
investment programs is dynamic, and JWH may vary the weighting at its discretion
as market conditions, liquidity, position limit considerations and other factors
warrant.
JWH may determine that risks arise when markets are illiquid or erratic,
such as may occur cyclically during holiday seasons, or on the basis of
irregularly occurring market events. In such cases, 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.
Adjustments in position size in relation to account equity
have been and continue to be an integral part of JWH's investment strategy. At
its discretion, JWH may adjust the size of a position in relation to equity in
certain markets or entire programs. Such adjustments may be made at certain
times for some programs but not for others. Factors which may affect the
decision to adjust the size of a position in relation to account equity include
ongoing research, program volatility, assessments of current market volatility
and risk exposure, subjective judgment, and evaluation of these and other
general market conditions.
THE MANAGING OWNER
The Managing Owner and Commodity Pool Operator of the Trust is CISI, a
wholly-owned subsidiary of CIS, 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 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 85
to 88.
The directors and officers of CISI are as follows:
BERNARD W. DAN (born in December 1960) is President and a director. Mr. Dan
has been President of CIS since June 1, 1998. He joined CIS in 1985 and held
various operational positions. In 1986 Mr. Dan was assigned to Cargill Investor
Services, Ltd. in London as Administrative Manager for all operational
activities. In 1989 Mr. Dan was assigned to the CIS New York Regional Office as
the Administrative Manager. Mr. Dan was named Director of Cargill Investor
Services (Singapore) Pte Ltd. at the formation of the company in November 1994
and continued in that position until April 1997. Mr. Dan actively serves within
the future industry on exchange committees and industry user groups. He received
a B.S. degree in accounting from St. John's University, Collegeville, Minnesota.
BARBARA A. PFENDLER (born in May 1953) is Vice President and a director.
Ms. Pfendler is a graduate of the University of Colorado, Boulder. She
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began her career with Cargill, Incorporated in 1975. She held various
merchandising and management positions within the organization's Oilseed
Processing Division before transferring to CIS in 1986 where she is
responsible for Fund Services Group. She was appointed Vice President of CISI
in May 1990 and Vice President of CIS in June 1996.
RICHARD A. DRIVER (born in September 1947) is Vice President, Treasurer 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 Master's Degree from the American Graduate School of International
Management in 1973. Mr. Driver began working for Cargill, Incorporated in 1973
and joined CIS in 1977 as Vice President of Operations.
JAN R. WAYE (born in June 1948) is Vice President. Mr. Waye assumed the
position of Senior Vice President of CIS in mid September 1996, after
returning from London where he held various management positions for Cargill
Investor Services, Ltd. including most recently Managing Director for CIS
Europe. He was appointed 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. 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, Minnesota, with a
B.A. degree in Communications and Economics in 1970.
CHRISTOPHER MALO (born in August 1956) is Vice President. Mr. Malo
graduated from Indiana University in 1978 with a B.S. in Accounting and further
completed the University of Minnesota Executive Program in 1993. He started work
at Cargill, Incorporated in June 1978. He joined CISI in 1979, and served as
Secretary/Treasurer and Controller from 1983 until 1991. He was elected Vice
President, Administration and Operations in July 1991. He was Managing Director
in Europe from 1996 until January 1999, responsible for CIS activities and
operations in Europe, the Middle East and Russia. He was an active member of the
FIA-UK Chapter and LIFFE Membership and Rules Committee. He currently serves on
the Board of the FIA in Chicago.
RONALD L. DAVIS (born in September 1953) is Vice President. Mr. Davis
graduated from Illinois Institute of Technology, Chicago, Illinois in 1975 with
a B.S. and an M.B.A. in 1977. He began his career in the futures industry with
A. G. Becker, Incorporated in 1980 and joined CIS in 1987 as the Administrative
Manager of the Fund Services Group. He is responsible for all administrative,
accounting and reporting functions of all CISI funds. In June 1998, Mr. Davis
became Business Development Manager of the Fund Services Group.
REBECCA S. STEINDEL (born in April 1965) is Secretary. Ms. Steindel
graduated from the University of Illinois in 1987. She began working at CISI in
August 1987. She has held various financial and risk management positions at CIS
and was elected Risk and Compliance Officer and Secretary in August 1997. She
currently serves on the Board of Directors and Executive Committee of the FIA
Financial Management Division.
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 B.A. 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
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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 B.A.
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. She was named
Assistant Vice President of Cargill, Incorporated's Administrative Division in
April 1994. In January 1999, she was named Vice President, Tax, of Cargill,
Incorporated. In her current position as Vice President, Tax, Ms. Halback
oversees Cargill, Incorporated's global tax function.
JOHN W. HENRY & COMPANY, INC.
BACKGROUND
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 Florida in 1997. JWH's offices are at 301 Yamato Road, Suite
2200, Boca Raton, Florida 33431-4931, (561) 241-0018 and One Glendinning Place,
Westport, Connecticut 06880, (203) 221-0431. JWH's registration as a Commodity
Trading Advisor ("CTA"; a person which directs the trading of futures accounts
for clients, including commodity pools) became effective in November 1980. JWH
is a member of the NFA in this capacity.
For a description of the principals of JWH, see "JWH Principals" beginning
at page 31.
TRADING STRATEGY
THE FOLLOWING DESCRIPTION OF JWH'S TRADING STRATEGY RELATES TO JWH
GENERALLY AND NOT TO THE TRUST ITSELF.
GENERAL
JWH specializes in managing institutional and individual capital in the
global futures, 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. As of the date of
this prospectus, JWH operates eleven trading programs.
IMPLEMENTING THE JWH TRADING PROGRAMS
The first step in the JWH investment process is the identification of
sustained price movements -- or trends -- in a given market. While there are
many ways to identify trends, JWH uses mathematical models that attempt to
distinguish real trends from interim volatility. It also presumes that trends
often exceed in duration the expectation of the general marketplace.
JWH's historical performance demonstrates that, because trends often last
longer than most market participants expect, significant returns can be
generated from positions held over a long period of time. The first step in the
JWH investment process is the identification of a price trend. JWH focuses on
attempting to implement a trading methodology which identifies a majority of the
significant, as opposed to the more numerous small, price trends in a given
market.
JWH attempts to pare losing positions relatively quickly while allowing
profitable positions to mature. Most losing positions are closed within a few
days or weeks, while others -- those where a profitable trend continues -- are
retained. Positions held for two to four months are not unusual, and positions
have been held for more than one year. Historically, only 30% to 40% 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.
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Generally, most losing positions are liquidated within weeks.
The greatest cumulative percentage decline in daily net asset value which
JWH has experienced in any single program was nearly 60% on a composite basis
since its inception. Prospective investors in the Trust should understand that
similar or greater drawdowns are possible in the future.
To reduce exposure to volatility in any particular market, most JWH
programs participate in several markets at one time. In total, JWH participates
in over sixty markets, encompassing interest rates, foreign exchange, and
commodities such as agricultural products, energy and precious metals. Most
investment programs maintain a consistent portfolio composition to allow
opportunities in as many major market trends as possible.
Throughout the investment process, risk controls designed to reduce the
possibility of an extraordinary loss in any one market are maintained.
Proprietary research is conducted on an ongoing basis to refine the JWH
investment strategies and attempt to reduce volatility while maintaining the
potential for excellent performance.
The Investment Policy Committee ("IPC") is a senior-level advisory group,
broadly responsible for evaluating and overseeing the firm's trading policies.
The IPC provides a forum for collective development and implementation of
investment policies. The IPC meets periodically to discuss issues relating to
implementation of the firm's investment process and its application to markets,
including research on new investments and strategies in relation to the trading
models JWH employs. Typical issues analyzed by the IPC include liquidity,
position size, capacity, performance cycles, and new product and market
strategies. The IPC also examines regularly the impact of changing market
conditions on the firm's strategic allocation program, a multi-program trading
strategy which is currently part of an exclusivity arrangement with one fund
manager. Composition of the IPC, and participation in its discussions and
decisions by non-members, may vary over time. All recommendations of the IPC are
subject to final approval by the chairman. The IPC does not make day-to-day
trading decisions.
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. This could occur, for example, when
JWH determines that markets are illiquid or erratic, such as may occur
cyclically during holiday seasons or on the basis of irregularly occurring
market events. Subjective aspects of JWH's quantitative models also include the
determination of the size of the position in relation to account equity, when an
account should commence trading, markets traded, contracts traded, contracts and
contract month selection, and effective trade execution.
PROGRAM MODIFICATIONS
Proprietary research is conducted on an ongoing basis to refine the JWH
investment strategies and attempt to reduce volatility. While the basic
philosophy underlying the firm's investment methodology has remained intact
throughout its history, the potential benefits of employing more than one
investment methodology, or in varying combinations, is a subject of continual
testing, review and evaluation. Extensive research may suggest substitution of
alternative investment methodologies with respect to particular contracts in
light of relative differences in historical 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. However, most investment programs maintain a
consistent portfolio composition to allow opportunities in as many major market
trends as possible.
All cash in a JWH investment program is available to be used to trade in a
JWH program. The amounts committed to margin will vary from time to time. As
capital in each JWH trading 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
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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. CISI will generally not be informed of
any such changes.
ADJUSTING THE SIZE OF THE TRADING POSITIONS TAKEN
Adjustments to position size in relation to account equity have been and
continue to be an integral part of JWH's investment strategy. At its discretion,
JWH may adjust the size of a position in relation to account equity in certain
markets or entire programs. Such adjustments may be made at certain times for
some accounts 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 the size of a position
in relation to account equity may positively or negatively affect performance,
and will alter risk exposure for an account. Such adjustments may lead to
greater profits or losses, more frequent and larger margin calls and greater
brokerage expense. No assurance is given that such adjustments will be to the
financial advantage of investors in the Trust. JWH reserves the right to alter,
at its sole discretion and without notification to the Trust, its policy
regarding the size of positions taken in relation to account equity.
ADDITION, REDEMPTION AND REALLOCATION OF CAPITAL FOR COMMODITY POOL
ACCOUNTS
Investors purchase or redeem Units at Net Asset Value on the close of
business on the last business day of the month. In order to provide market
exposure commensurate with the Trust's equity on the date of these transac
tions, JWH's general practice is to adjust positions as near as possible to the
close of business on the last trading date of the month. The intention is to
provide for additions and redemptions at a Net Asset Value that will be the same
for each of these transactions, and to eliminate possible variations in Net
Asset Values 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, at its sole discretion, adjust its investment of the assets
associated with the addition or redemption 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 Trust equity level changes.
The use of discretion by JWH in the application of this procedure may affect
performance positively or negatively.
PHYSICAL AND CASH COMMODITIES
JWH may from time to time trade in physical or cash commodities for
immediate or deferred delivery, including specifically gold bullion, as well as
futures and forward contracts when JWH believes that cash markets offer
comparable or superior market liquidity or the ability to execute transactions
at a single price. The CFTC does not regulate cash transactions, which are
subject to the risk of counterparty failure, inability or refusal to perform
with respect to such contracts.
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 Trading Advisory Agreement also
provides that 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 forty-five
days prior to the expiry of the then current term. The Trading Advisory
Agreement will terminate automatically if the Trust is terminated.
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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.
LEGAL CONCERNS
There neither now exists nor has there previously ever been any material
administrative, civil or criminal action against JWH or its principals.
JWH PRINCIPALS
The following are the principals of JWH:
The sole shareholder of JWH is the John W. Henry Trust dated July 27, 1990.
MR. JOHN W. HENRY is chairman of the JWH Board of Directors and is trustee and
sole beneficiary of the John W. Henry Trust. Mr. Henry is also a member of the
Investment Policy Committee. 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 systems
licensed to Elysian Licensing Corporation, a corporation wholly-owned by Mr.
Henry and sublicensed by Elysian Licensing Corporation to JWH and utilized by
JWH in managing investor accounts.
Mr. Henry currently serves on the Board of Directors of the Futures
Industry Association ("FIA"). He also 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 the
NFA. He has also served on a panel created by the Chicago Mercantile Exchange
and the Chicago Board of Trade to study cooperative efforts related to
electronic trading, common clearing and issues regarding a potential merger. In
1989, Mr. Henry established residency in Florida, and since that time has
performed services from that location as well as from the offices of JWH in
Westport, Connecticut. Mr. Henry is a principal of Westport Capital Management
Corporation, Global Capital Management Limited, JWH Investment Management, Inc.,
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 activities in businesses other than JWH
and its affiliates.
MR. MARK H. MITCHELL is vice chairman, counsel to the firm and a member of
the JWH Board of Directors. His duties include the coordination and allocation
of responsibilities among JWH and its affiliates. He is also vice chairman and a
director of JWH Asset Management, Inc. and JWH Financial Products, Inc. Prior to
joining JWH in January 1994,
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Mr. Mitchell was a partner at Chapman and Cutler, in Chicago, where he headed
the law firm's futures law practice from August 1983 to December 1993. He also
served as General Counsel of the Managed Trusts Association ("MFA") and General
Counsel of NAFTA. Mr. Mitchell is currently a member of the Commodity Pool
Operator/Commodity Trading Advisor Advisory Committee. In addition, he has
served as a member of the NFA Special Committee for the Review of Multi-tiered
Regulatory Approach to NFA Rules. 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 has been an editor of FUTURES INTERNATIONAL LAW LETTER and 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. VERNE O. SEDLACEK is the president and chief operating officer and a
member of the JWH Investment Policy Committee. Mr. Sedlacek is responsible for
the day-to-day management of the firm. Prior to joining JWH in July 1998, Mr.
Sedlacek was the executive vice president and chief financial officer of Harvard
Management Company, Inc., a wholly-owned subsidiary of Harvard University, which
at the time of his departure managed approximately $14 billion of
University-related funds. He joined Harvard Management Company in March 1983 and
was responsible for managing the areas of personnel, budgets, systems,
performance analysis, contracts, credit, compliance, custody, operations, cash
management, securities lending and market risk evaluation. Mr. Sedlacek
currently serves on the Board of Directors of the FIA and the Chicago Mercantile
Exchange, and is a member of the Global Markets Advisory Committee of the CFTC.
Mr. Sedlacek received his A.B. in Economics from Princeton University, M.B.A. in
Accounting from New York University and received his C.P.A. from the State of
New York in 1978.
MR. E. LYNDON TEFFT is a senior vice president and the chief financial
officer. He is also the treasurer of Westport Capital Management Corporation.
Prior to joining JWH in October 1998, Mr. Tefft was the Director of MIS and a
vice president at Harvard Management Company, Inc. where he was responsible for
directing the design, development, and operation of global equity, bond, and
derivative trading, accounting and settlement systems beginning in May 1994. Mr.
Tefft was the director of the Office of Financial Systems (controller) at
Harvard University from July 1983 to April 1994. He was responsible for the
University's centralized controllership, financial reporting, debt management,
and financial operations. Mr. Tefft received a B.S. in Industrial Management
from Purdue University, and an M.B.A. from Wharton School of Business at the
University of Pennsylvania.
MR. MARK S. RZEPCZYNSKI, Ph.D., is a senior vice president, research and
trading, and a member of the JWH Investment Policy Committee. Mr. Rzepczynski
joined JWH in May 1998. From May 1995 to April 1998, Mr. Rzepczynski was vice
president and director of taxable credit and quantitative research in the
fixed-income division of Fidelity Management and Research where he oversaw
credit and quantitative research recommendations for all Fidelity taxable
fixed-income funds. From April 1993 to April 1995, Mr. Rzepczynski was a
portfolio manager and director of research for CSI Asset Management, Inc., a
fixed-income money management subsidiary of Prudential Insurance. Mr.
Rzepczynski has a B.A. CUM LAUDE in Economics from Loyola University of Chicago,
and an A.M. and Ph.D. in Economics from Brown University.
MS. ELIZABETH A. M. KENTON is a senior vice president, compliance. 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 Investment
Management, Inc., a director of Westport Capital Management Corporation, the
vice president of JWH Asset Management, Inc. and JWH Financial Products, Inc.,
and a director of Global Capital Management Limited. She received a B.S. in
Finance from Ithaca College.
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<PAGE>
MR. DAVID M. KOZAK is a senior vice president, general counsel, and
secretary to the corporation. He is also secretary of JWH Investment Management,
Inc., JWH Asset Management, Inc., and JWH Financial Products, Inc. and a
director and secretary of Westport Capital Management Corporation. Prior to
joining JWH in September 1995, Mr. Kozak had been a partner at the law firm of
Chapman and Cutler from 1989 and an associate from September 1983. In his
practice there he concentrated in commodity futures law, with an emphasis on
commodity money management. Mr. Kozak is currently the secretary and a director
of the MFA, and is a member of that organization's Executive and Government
Relations Committees. He is also a member of the Special Committee on CPO/CTA
Disclosure Issues and the Special Committee for the Review of Multi-Tiered
Regulatory Approach to NFA Rules, both of the NFA. He is also chairman of the
subcommittee on CTA and CPO issues of the Committee on Futures Regulation of the
Association of the Bar of the City of New York. 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 senior vice president, proprietary trading and a
member of the JWH Investment Policy Committee. He is responsible for the
implementation and oversight of the firm's proprietary strategies and
investments. 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. MATTHEW J. DRISCOLL is vice president, chief trader, and a member of
the JWH Investment Policy Committee. He is responsible for the supervision and
administration of all aspects of order execution strategies and implementation
of trading policies and procedures. Mr. Driscoll joined JWH in March 1991 as a
member of its trading department. Since joining the firm he has held positions
of increasing responsibility as they relate to the development and
implementation of JWH's trading strategies and procedures. He has played a major
role in the development of JWH's 24-hour trading operation. Mr. Driscoll
attended Pace University.
MR. EDWIN B. TWIST is a director of JWH and has held that position since
August 1993. Mr. Twist is also a director of JWH Investment 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 assisting with the day-to-day administration and internal projects of
JWH's Florida office.
MR. JULIUS A. STANIEWICZ is a vice president, senior strategist, and a
member of the JWH Investment Policy Committee. He is also president of JWH Asset
Management, Inc. and JWH Financial Products, Inc. and a vice president of
Westport Capital Management Corporation. Mr. Staniewicz received a B.A. in
Economics from Cornell University.
The additional principals of JWH have the following titles: Christopher E.
Deakins, vice president, investor services; Nancy O. Fox, vice president,
investment support; Kevin J. Treacy, vice president, corporate finance; Florence
Y. Soler, vice president, marketing; Paul D. Braica, vice president, analytics;
Andrew D. Willard, vice president, information technology; William G. Kelley,
vice president, investor services, international and Robert B. Lendrim, vice
president, investor services.
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<PAGE>
PERFORMANCE OF THE JWH TRADING PROGRAMS
GENERAL
The following is the composite performance of all accounts managed by JWH
and JWH Investments, Inc., an affiliate of JWH which has ceased operations,
utilizing a program other than those currently used for the Trust. All
performance information is current as of December 31, 1998.
Performance for the Original Investment Program, the Financial and
Metals Portfolio and the G-7 Currency Portfolio, the JWH programs currently
used for the Trust, is described on pages 4-5.
Brief summaries of the programs are included with the composite
performance. All of the programs have been designed using the same basic
principles, and all rely on computerized, technical trading systems. They
employ computerized statistical models to analyze price movements applying
various different quantitative criteria in attempting to identify price
trends and reversals. They also trade in different (but frequently
overlapping) market sectors, as indicated in their respective descriptions.
The Trust may use any of the active programs in the future subject to JWH's
Agreement.
FROM THE INCEPTION OF TRADING OF THE JWH PROGRAMS (IN ACCORDANCE WITH
APPLICABLE CFTC POLICY, THE PERFORMANCE OF THE PROGRAMS PRIOR TO JANUARY 1994 IS
NOT PRESENTED IN THIS PROSPECTUS), THE GREATEST CUMULATIVE PERCENTAGE DECLINE IN
DAILY NET ASSET VALUE EXPERIENCED IN ANY SINGLE PROGRAM WAS NEARLY 60% ON A
COMPOSITE BASIS, AND CERTAIN INDIVIDUAL ACCOUNTS INCLUDED IN SUCH PROGRAM
EXPERIENCED EVEN GREATER DECLINES. CERTAIN JWH ACCOUNTS HAVE LOST 10% OR MORE IN
A SINGLE TRADING DAY. PROSPECTIVE INVESTORS SHOULD NDERSTAND 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.
An investor should note that the composite capsule performance
presentations include individual accounts which, even though traded according to
the same investment program, have materially different rates of return. The
reasons for this are numerous material differences among accounts: (a)
procedures governing timing for the commencement of trading and means of moving
toward full portfolio commitment of new accounts; (b) the period during which
accounts are active; (c) client trading restrictions, including futures versus
forward contracts and contract months; (d) trading size to equity ratio
resulting from procedures for the commencement of trading and the appropriate
means of moving toward full portfolio commitment of new accounts and new
capital; (e) the size of the account, which can influence the size of positions
taken and restrict the account from participating in all markets available to a
particular program; (f) 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; (g) 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 commissions negotiated by the client with the broker; (h)
the timing of orders to open or close positions; (i) the market conditions,
which in part determine the quality of trade executions; (j) variations in fill
prices; and (k) timing of additions and withdrawals. Notwithstanding these
material differences among accounts, the composite remains a valid
representation of the accounts included therein.
Composite performance presentation is only allowed for accounts which are
not materially different. To decide if there are material differences among
accounts traded pursuant to the same trading program, 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 applied
(i) if the arithmetic average of two percentages is greater than ten 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 five
percentage points but less than ten percentage points and the difference between
the two is 1.5 percentage points or less; and (iii) if the arithmetic
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<PAGE>
average of the two percentages is less than five percentage points and the
difference between the two is one 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
material. The gross trading performance of each JWH investment program and each
individual JWH account within the relevant program not satisfying the above
parameters is then reviewed to determine whether any material differences that
are detected could produce 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 in the composite rate of
return.
The composite rates of return indicated should not be taken as
representative of any rate of return actually achieved by any single account
represented in the records. Investors are further cautioned that the data set
forth in the performance capsule records are not indicative of any results which
may be attained by JWH in the future since past performance is not necessarily
indicative of future results. During the periods covered by the preceding
capsule performance records, and particularly since 1989, JWH has increased and
decreased position size in relation to account equity in certain markets and
entire programs, and also altered the composition of the markets and contracts
for certain programs. In general since 1992, JWH began implementing certain
position size adjustments that were of a more permanent nature. Investors should
be aware of the following position size adjustments relative to account equity:
Original Investment Program --
reduced 25% commencing in October 1995
Financial and Metals Portfolio --
reduced 50% commencing in August 1992
Global Financial Portfolio --
reduced 50% commencing in April 1995
G-7 Currency Portfolio --
increased 50% commencing in May 1998
International Currency and Bond Portfolio --
increased 30% commencing in May 1998.
While historical returns represent actual performance achieved, investors
should be aware that the position size relative to account equity utilized
currently or in the future may be significantly different from that used during
previous time periods.
In addition, the subjective aspects of JWH's trading methods described
under "-- Trading Strategy" 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 choice of an investment program (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)
will 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.
Prior to December 1991 for JWH, and July 1992 for JWH Investments, Inc.,
capsule performance records are presented on a cash basis except as otherwise
stated in the notes to the records. 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 are immaterial to the overall performance presented.
With the change to the accrual basis of accounting for incentive fees in
December 1991 for JWH, and July 1992 for JWH Investments, Inc., the net effect
on monthly net performance and the rate of return in the capsule performance
records of continuing to record interest income, management fees, commissions
and other expenses on a cash basis is materially equivalent to the full accrual
basis. JWH began reflecting all items of net performance on an accrual basis for
the G-7 Currency Portfolio in July 1992, and at the inception of client trading
for the International Currency and Bond Portfolio, Worldwide Bond Program,
Dollar Program,
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<PAGE>
and JWH GlobalAnalytics-TM- Family of Programs. In August 1998, JWH made an
adjustment to the accounting method employed for every investment program not
already utilizing the full accrual basis of accounting. This adjustment moved
all JWH investment programs to the full accrual basis beginning on September 1,
1998.
Advisory fees vary from account to account managed pursuant to all
programs. In addition, the calculation of management and incentive fees is
subject to variation due to agreed-upon definitions contained in each account's
advisory agreement. Management fees vary from 0% to 6% of assets under
management; incentive fees vary from 0% to 25% of profits. Such variations in
advisory fees may have a material impact on the performance of an account from
time to time.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
GLOBAL DIVERSIFIED PORTFOLIO
PROGRAM COMPOSITION:
GLOBAL INTEREST RATES
GLOBAL STOCK INDICES
FOREIGN EXCHANGE
FIBER
ENERGY
SOFTS
GRAINS
PRECIOUS AND BASE METALS
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: JUNE 1988
NUMBER OF OPEN ACCOUNTS: 10
ASSETS MANAGED DECEMBER 31, 1998: $202,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (11.2)% (2/96)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (24.1)% (6/95-10/95)
1998 COMPOUND RATE OF RETURN: 23.6%
1997 COMPOUND RATE OF RETURN: 3.3%
1996 COMPOUND RATE OF RETURN: 26.9%
1995 COMPOUND RATE OF RETURN: 19.6%
1994 COMPOUND RATE OF RETURN: 10.1%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE JANUARY 1994: 16.4%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN JUNE 1988: 23.1%
</TABLE>
The Global Diversified Portfolio is one of JWH's most diversified programs.
The Global Diversified Portfolio seeks to identify and capitalize on long-term
price movements in a broad spectrum of financial and non-financial markets. The
program does not maintain continuous positions and, in fact, may take a neutral
stance if a long-term trend fails to develop or during periods of non-trending
markets. This program began trading client capital in June 1988.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
GLOBAL FINANCIAL PORTFOLIO
PROGRAM COMPOSITION:
GLOBAL INTEREST RATES
GLOBAL STOCK INDICES
FOREIGN EXCHANGE
ENERGY
PRECIOUS METALS
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: JUNE 1994
NUMBER OF OPEN ACCOUNTS: 6
ASSETS MANAGED DECEMBER 31, 1998: $158,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (19.5)% (11/94)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (48.9)% (7/94-1/95)
1998 COMPOUND RATE OF RETURN: 9.9%
1997 COMPOUND RATE OF RETURN: 4.9%
1996 COMPOUND RATE OF RETURN: 32.4%
1995 COMPOUND RATE OF RETURN: 86.2%
1994 COMPOUND RATE OF RETURN: (37.7)% (7 MOS.)
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN JUNE 1994: 13.4%
</TABLE>
The Global Financial Portfolio seeks to identify and capitalize on
long-term price movements in a small group of energy, metals and financial
markets. This program always maintains a futures position -- long or short -in
every market traded by the program. This program began trading client capital in
June 1994.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
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<PAGE>
INTERNATIONAL FOREIGN
EXCHANGE PROGRAM
PROGRAM COMPOSITION:
FOREIGN EXCHANGE
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: AUGUST 1986
NUMBER OF OPEN ACCOUNTS: 4
ASSETS MANAGED DECEMBER 31, 1998: $92,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (8.3)% (5/97)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (35.9)% (9/92-1/95)
1998 COMPOUND RATE OF RETURN: 14.0%
1997 COMPOUND RATE OF RETURN: 71.1%
1996 COMPOUND RATE OF RETURN: 3.7%
1995 COMPOUND RATE OF RETURN: 16.9%
1994 COMPOUND RATE OF RETURN: (6.3)%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE JANUARY 1994: 17.3%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN AUGUST 1986: 17.1%
</TABLE>
The International Foreign Exchange Program ("Forex") seeks to identify and
capitalize on intermediate and long-term price movements in a broad range of
major and minor currencies in the interbank market. Positions are taken as
outrights against the dollar, or as cross-rates, which reduce dependence on the
dollar. This program attempts to take a position if a trend is identified, and
takes a neutral stance if long-term trends fail to continue or during periods of
non-trending markets. This program began trading client capital in August 1986.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
JWH GLOBALANALYTICS-TM-
FAMILY OF PROGRAMS*
PROGRAM COMPOSITION:
GLOBAL INTEREST RATES
GLOBAL STOCK INDICES
FOREIGN EXCHANGE
ENERGY
SOFTS
GRAINS
FIBER
PRECIOUS METALS
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: JUNE 1997
NUMBER OF OPEN ACCOUNTS: 2
ASSETS MANAGED DECEMBER 31, 1998: $86,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (5.0)% (4/98)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (5.0)% (4/98)
1998 COMPOUND RATE OF RETURN: (3.6)% (5 MOS.)
1997 COMPOUND RATE OF RETURN: 17.6% (7 MOS.)
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN JUNE 1997: N/A
</TABLE>
JWH GlobalAnalytics-TM- Family of Programs, JWH's most broadly diversified
investment program, seeks to identify and invest in a wide range of price trends
- -- from very short to exceptionally long term. Unlike other JWH programs, which
invest in intermediate and long-term price movements, JWH GlobalAnalytics
integrates a wide variety of trend identification methodologies into a single,
broadly diversified investment portfolio or family of programs. It invests in
both financial and commodity markets, including certain energy and agricultural
contracts not available through other JWH investment programs.
JWH GlobalAnalytics remains neutral if no substantive trends are apparent,
and builds or reduces positions over time as the system indicates. This program
began trading client capital in July 1996.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
* The performance data for this program is only through May 7, 1998. This
program continues to operate, but only as a portion of a special multi-program
trading that is currently the subject of an exclusivity agreement. For
performance information
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<PAGE>
subsequent to May 7, 1998, refer to page 46 for the Exclusive Fund Accounts.
DOLLAR PROGRAM*
PROGRAM COMPOSITION:
FOREIGN EXCHANGE
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: JULY 1996
NUMBER OF OPEN ACCOUNTS: 2
ASSETS MANAGED DECEMBER 31, 1998: $38,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (8.4)% (5/97)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (11.6)% (5/97-9/97)
1998 COMPOUND RATE OF RETURN: 5.0% (5 MOS.)
1997 COMPOUND RATE OF RETURN: 6.8%
1996 COMPOUND RATE OF RETURN: 10.6% (6 MOS.)
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN JULY 1996: 6.2%
</TABLE>
The Dollar Program seeks to identify and capitalize on intermediate and
long-term price movements in the foreign exchange sector. Using outright
trading, the Dollar Program trades four of the world's major currencies --
Japanese yen, German mark, Swiss franc and British pound -- against the dollar.
The program may employ a neutral stance during periods of nontrending markets.
Because this program invests in a limited number of contracts, it may
experience greater volatility than other JWH foreign exchange programs. This
program began trading client capital in July 1996.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
* The performance data for this program is only through May 7, 1998. This
program continues to operate, but only as a portion of a special multi-program
trading that is currently the subject of an exclusivity agreement. For
performance information subsequent to May 7, 1998, refer to page 46 for the
Exclusive Fund Accounts.
THE WORLD FINANCIAL
PERSPECTIVE
PROGRAM COMPOSITION:
GLOBAL INTEREST RATES
GLOBAL STOCK INDICES
FOREIGN EXCHANGE
ENERGY
PRECIOUS METALS
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: APRIL 1987
NUMBER OF OPEN ACCOUNTS: 2
ASSETS MANAGED DECEMBER 31, 1998: $30,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (11.7)% (2/94)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (25.9)% (7/94-1/95)
1998 COMPOUND RATE OF RETURN: 7.2%
1997 COMPOUND RATE OF RETURN: 10.4%
1996 COMPOUND RATE OF RETURN: 40.9%
1995 COMPOUND RATE OF RETURN: 32.2%
1994 COMPOUND RATE OF RETURN: (15.2)%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE JANUARY 1994: 13.3%
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN APRIL 1987: 14.9%
</TABLE>
The World Financial Perspective seeks to capitalize on long-term price
movements in financial, metals and energy markets and holds positions from
multiple currency perspectives, including the British pound, German mark,
Japanese yen, Swiss franc and dollar. The World Financial Perspective always
maintains a futures position -- long or short -- in every market traded by the
program. This program began trading client capital in April 1987.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
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<PAGE>
INTERNATIONAL CURRENCY
AND BOND PORTFOLIO
PROGRAM COMPOSITION:
FOREIGN EXCHANGE
GLOBAL INTEREST RATES
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: JANUARY 1993
NUMBER OF OPEN ACCOUNTS: 1
ASSETS MANAGED DECEMBER 31, 1998: $28,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (7.8)% (7/94)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (23.6)% (7/94-1/95)
1998 COMPOUND RATE OF RETURN: 16.1%
1997 COMPOUND RATE OF RETURN: 17.0%
1996 COMPOUND RATE OF RETURN: 19.9%
1995 COMPOUND RATE OF RETURN: 36.5%
1994 COMPOUND RATE OF RETURN: (2.3)%
AVERAGE COMPOUNDED ANNUALIZED RATE OF
RETURN SINCE JANUARY 1994: 16.8%
AVERAGE COMPOUNDED ANNUALIZED RATE OF
RETURN SINCE INCEPTION IN JANUARY 1993: 16.5%
</TABLE>
The International Currency and Bond Portfolio ("ICB") seeks to identify and
capitalize on intermediate and long-term price movements in the world's bond and
foreign exchange markets. If a trend is identified, the program will take a
position; in nontrending market environments, the program may liquidate
positions and remain neutral. Using a more conservative approach to leverage
compared to that used in other JWH programs, the ICB targets currencies and the
long-term portion of interest rates of major industrialized nations. Foreign
exchange positions are held both as outrights -- positions taken in foreign
currencies versus the dollar -- and as cross-rates -- trading foreign currencies
against each other. This program began trading client capital in January 1993.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
WORLDWIDE BOND PROGRAM*
PROGRAM COMPOSITION:
INTEREST RATES
GLOBAL
<TABLE>
<S> <C>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: JULY 1996
NUMBER OF OPEN ACCOUNTS: 2
ASSETS MANAGED DECEMBER 31, 1998: $25,000,000
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (3.8)% (4/97)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (6.2)% (12/96-5/97)
1998 COMPOUND RATE OF RETURN: (0.4)%
1997 COMPOUND RATE OF RETURN: 9.5%
1996 COMPOUND RATE OF RETURN: 17.8% (6 MOS.)
AVERAGE COMPOUNDED ANNUALIZED RATE
OF RETURN SINCE INCEPTION IN JULY 1996: 14.0%
</TABLE>
The Worldwide Bond Program ("WWB") seeks to capitalize on intermediate and
long-term trends by investing through financial futures in the long-term portion
of global interest rate markets. The program may take a neutral stance during
periods of nontrending markets.
Although the WWB concentrates in one sector, diversification is achieved by
trading futures contracts on the interest rate instruments of numerous
countries, including the U.S. 30-year bond, U.S. 10-year note, British long
gilt, the French, German and Italian bonds and Australian 10-year bond. The
program also takes smaller position sizes compared to other JWH programs that
participate in multiple market sectors. This program began trading client
capital in July 1996.
THIS PROGRAM IS NOT CURRENTLY USED FOR THE TRUST.
* The performance data for this program is only through May 7, 1998. This
program continues to operate, but only as a portion of a special multi-program
trading that is currently the subject of an exclusivity agreement. For
performance information subsequent to May 7, 1998, refer to page 46 for the
Exclusive Fund Accounts.
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<PAGE>
DELEVERED YEN DENOMINATED FINANCIAL
AND METALS PROFILE
PROGRAM COMPOSITION:
GLOBAL INTEREST RATES
GLOBAL STOCK INDICES
FOREIGN EXCHANGE
PRECIOUS METALS
<TABLE>
<CAPTION>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: OCTOBER 1995,
CEASED TRADING
DECEMBER 1996
<S> <C>
NUMBER OF OPEN ACCOUNTS: 0
ASSETS MANAGED DECEMBER 31, 1998: $0
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (3.2)% (2/96)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (5.1)% (2/96-8/96)
1998 COMPOUND RATE OF RETURN: N/A
1997 COMPOUND RATE OF RETURN: N/A
1996 COMPOUND RATE OF RETURN: 9.4%
1995 COMPOUND RATE OF RETURN: 0.2% (3 MOS.)
</TABLE>
The Delevered Yen Denominated Financial and Metals Portfolio was opened at
the request of a client. This program sought to capitalize on sustained moves in
global financial and precious metals markets utilizing intermediate-term and
long-term quantitative trend identification models, some of which attempted to
employ neutral stances during periods of nontrending markets. This program was
traded at approximately one half of the position size of the traditional
Financial and Metals Portfolio and was traded from the perspective of the
Japanese yen.
THIS PROGRAM IS CLOSED OUT AND IS NOT USED FOR THE TRUST.
INTERRATE-TM-
PROGRAM COMPOSITION:
FOREIGN EXCHANGE
<TABLE>
<CAPTION>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: DECEMBER 1998, CEASED
TRADING JULY 1996
<S> <C>
NUMBER OF OPEN ACCOUNTS: 0
ASSETS MANAGED DECEMBER 31, 1998: $0
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (3.1)% (11/94)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (19.7)% (9/92-11/93)
1998 COMPOUND RATE OF RETURN: N/A
1997 COMPOUND RATE OF RETURN: N/A
1996 COMPOUND RATE OF RETURN: 5.79% (7 MOS.)
1995 COMPOUND RATE OF RETURN: 5.19%
1994 COMPOUND RATE OF RETURN: 3.42%
</TABLE>
InterRate-TM- was designed to enhance returns available in U.S. Treasury
bills to provide both secure income and collateral for a portfolio of interbank
forward and exchange-traded futures contracts.
THIS PROGRAM IS CLOSED OUT AND IS NOT USED FOR THE TRUST.
KT DIVERSIFIED PROGRAM
PROGRAM COMPOSITION:
GLOBAL INTEREST RATES
GLOBAL STOCK INDICES
FOREIGN EXCHANGE
PRECIOUS AND BASE METALS
FIBER
ENERGY
SOFTS
GRAINS
<TABLE>
<CAPTION>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: JANUARY 1984, CEASED
TRADING FEBRUARY 1994
<S> <C>
NUMBER OF OPEN ACCOUNTS: 0
ASSETS MANAGED DECEMBER 31, 1998: $0
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (19.6)% (8/93)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (33.9)% (8/93-2/94)
1998 COMPOUND RATE OF RETURN: N/A
1997 COMPOUND RATE OF RETURN: N/A
1996 COMPOUND RATE OF RETURN: N/A
1995 COMPOUND RATE OF RETURN: N/A
1994 COMPOUND RATE OF RETURN: (14.0)% (2 MOS.)
</TABLE>
-40-
<PAGE>
The KT Diversified Program participated in eight market sectors on U.S.
exchanges only.
THIS PROGRAM IS CLOSED OUT AND IS NOT USED FOR THE TRUST.
JWH INVESTMENTS, INC. FINANCIAL AND METALS PORTFOLIO
PROGRAM COMPOSITION:
GLOBAL INTEREST RATES
GLOBAL STOCK INDICES
FOREIGN EXCHANGE
PRECIOUS METALS
<TABLE>
<CAPTION>
INCEPTION OF CLIENT ACCOUNT TRADING
IN THE PROGRAM: SEPTEMBER 1991, CEASED
TRADING JULY 1995
<S> <C>
NUMBER OF OPEN ACCOUNTS: 0
ASSETS MANAGED DECEMBER 31, 1998: $0
WORST MONTHLY DECLINE ON
AN INDIVIDUAL ACCOUNT BASIS: (4.8)% (7/94)
WORST PEAK-TO-VALLEY DECLINE
ON AN INDIVIDUAL ACCOUNT BASIS: (12.2)% (7/94-12/94)
1998 COMPOUND ANNUAL RATE OF RETURN: N/A
1997 COMPOUND ANNUAL RATE OF RETURN: N/A
1996 COMPOUND ANNUAL RATE OF RETURN: N/A
1995 COMPOUND ANNUAL RATE OF RETURN: 30.3% (7 MOS.)
1994 COMPOUND ANNUAL RATE OF RETURN: (0.8)%
</TABLE>
JWH Investments, Inc., an affiliate of JWH, was a registered investment
adviser established to manage accounts for certain pension plans and other
institutional investors. JWH Investments, Inc. managed an account pursuant to
the Financial and Metals Portfolio described on page 5.
-----------
CONSIDERATIONS RELATING TO THE SIZE OF THE TRUST'S POSITIONS IN RELATION TO
ASSETS TRADED
The larger the Trust's market commitment (generally equivalent to the face
amount of the positions held) in relation to its assets, the higher the leverage
at which the Trust is said to be trading. In general, the larger the Trust's
market commitment, the greater the profit potential as well as risk of loss. JWH
adjusts the Trust's market commitment to levels which JWH believes are
consistent with the Trust's desired internal risk/reward profile. For example,
in volatile markets, JWH might decide -- in order to reduce market exposure and,
accordingly, the risk of loss, but with a corresponding decrease in profit
potential -- that the positions ordinarily appropriate for a $50 million Trust
allocation are all a $75 million allocation should acquire. On the other hand,
market factors might cause JWH to decide -- in order to increase market exposure
and, accordingly, profit potential as well as risk of loss -- that the positions
ordinarily indicated for a $100 million allocation are appropriate for a Trust
allocation of only $50 million.
At certain times -- such as after substantial gains in several of the
programs -- JWH may conclude that the Trust's portfolio offers more risk than
reward. If so, JWH may reduce the Trust's market commitment, both taking profits
and controlling risk. Conversely, JWH may commit more than the total assets of
the Trust to the markets if the profit potential seems to justify the added
risk.
NOTES TO JWH PROGRAMS' CAPSULE
PERFORMANCE SUMMARIES
Number of open accounts is the number of accounts directed by JWH or JWH
Investments, Inc. pursuant to the investment program shown as of December 31,
1998.
The number of open accounts listed in the capsules for the Financial and
Metals Portfolio, the Original Investment Program, the Global Diversified
Portfolio, the Global Financial Portfolio, the G-7 Currency Portfolio, the
JWH Global-Analytics-TM- Family of Programs, the Dollar Program and the
Worldwide Bond Program includes the Exclusive Trust Accounts traded pursuant
to the same trading methodology but pursuant to different position sizes in
relation to account equity.
Assets under management in a program is the aggregate amount of total
equity, excluding "notional" equity under management of JWH or JWH Investments,
Inc. in the investment program shown as of December 31, 1998.
The assets under management listed in the capsules for the Financial and
Metals Portfolio, the
-41-
<PAGE>
Original Investment Program, the Global Diversified Portfolio, the Global
Financial Portfolio, the G-7 Currency Portfolio, the JWH Global-Analytics-TM-
Family of Programs, the Dollar Program and the Worldwide Bond Program includes
the Exclusive Fund Accounts traded pursuant to the same trading methodology but
pursuant to different position sizes in relation to account equity.
Worst monthly decline on an individual account basis within the past five
years is the largest monthly loss experienced by any single account in the
relevant investment program in any calendar month covered by the capsule. "Loss"
for these purposes is calculated on the basis of the loss experienced by the
individual account, expressed as a percentage of total equity (including
"notional" equity) in the account. Worst monthly decline information includes
the month and year of such decline.
Worst peak-to-valley decline on an individual account basis is the largest
percentage decline by any single account in the relevant investment program
(after eliminating the effect of additions and withdrawals) during the period
covered by the capsule from any month-end net asset value, without such month
end net asset value being equalled or exceeded as of a subsequent month-end by
the individual account, expressed as a percentage of the total equity (including
"notional" equity) in the account. The worst peak-to-valley decline since
inception is the worst peak-to-valley decline by the program as a composite.
Compound Annual Rate of Return is calculated by compounding the monthly
rates of return over the number of periods in a given year. For example, each
month's monthly rate of return in hundredths is added to one (1) and the result
is multiplied by the previous month's compounded monthly rate of return
similarly expressed. One (1) is then subtracted from the product. For periods
less than one year, the results are year to date. Average Compounded Annualiized
Rate of Return is similarly calculated, except that before subtracting one (1)
from the product, the product is exponentially changed by the factor of one (1)
divided by the number of years in the program's performance record, then one (1)
is subtracted.
Monthly Rates of Return are calculated by dividing net performance by the
sum of beginning equity, plus additions minus withdrawals. If additions and
withdrawals are material to the program's performance, they are time-weighted.
If time-weighting is materially misleading, then the only accounts traded method
is utilized.
Proprietary capital is included in the rates of return for the Financial
and Metals Portfolio, the Original Investment Program, the Global Diversified
Portfolio, the Global Financial Portfolio, the International Currency and Bond
Portfolio and the G-7 Currency Portfolio, but does not have a material impact on
the rates of return.
ADDITIONAL NOTE TO THE GLOBAL FINANCIAL
PORTFOLIO COMPOSITE PERFORMANCE SUMMARY
Since the inception of the Global Financial Portfolio, the timing of
individual account openings has had a material impact on compound rates of
return. Based on the account startup methodology used by JWH, the performance of
individual accounts comprising the Global Financial Portfolio composite
performance summary has varied. In 1994, the two accounts that were open
generated separate rates of return of (44)% and (17)%. For the period January
1995 through June 1995, the three open accounts achieved separate rates of
return of 101%, 75% and 67%. By June 1995, these accounts maintained mature
positions and were performing consistently with each other. Due to the six month
period in 1995 of varied performance, the three accounts achieved annual rates
of return for 1995 of 122%, 92% and 78%, respectively.
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 established 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
-42-
<PAGE>
portions of the account balances remaining in U.S. dollars.
The performance summary of the Yen Financial Portfolio is 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 depended
upon clients' specific instructions that effectively result in customized client
portfolios.
ADDITIONAL NOTE TO THE PERFORMANCE
SUMMARIES OF THE DISCONTINUED PROGRAMS
Performance summaries are included for InterRate-TM-, the Delevered Yen
Denominated Financial and Metals Profile, the KT Diversified Program and the Yen
Financial Portfolio. All of these programs have been discontinued.
----------------------
-43-
<PAGE>
JOHN W. HENRY & COMPANY, INC. PROGRAMS
YEN FINANCIAL PORTFOLIO
JANUARY 1, 1994 - MARCH 31, 1997 (TERMINATION)
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: January 1992
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: $0
AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY) IN PROGRAM: $0
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
AGGREGATE Worst WORST
ACCOUNT NO. INCEPTION OF ASSETS COMPOUND ANNUAL RATE Monthly PEAK-TO-VALLEY
TRADING MAY 31, 1999 OF RETURN % Decline % DECLINE %
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 1/92 closed - 3/97 1997: (3.3) (3 months) (7.3) - 7/95 (30.5) - 4/95 - 7/96
1996: (8.5)
1995: 20.6
1994: (13.0)
- ----------------------------------------------------------------------------------------------------------------------------
2 1/93 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)
- ----------------------------------------------------------------------------------------------------------------------------
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)
- ----------------------------------------------------------------------------------------------------------------------------
9 3/94 closed - 12/94 1994: (7.4) (10 months) (5.4) - 5/94 (10.5) - 4/94 - 12/94
- ----------------------------------------------------------------------------------------------------------------------------
10 11/93 closed - 8/95 1995: 20.0 (8 months) (9.0) - 8/95 (18.8) - 4/95 - 8/95
1994: (13.4)
- ----------------------------------------------------------------------------------------------------------------------------
11 11/93 closed - 1/95 1995: (0.6) (1 month) (6.3) - 5/94 (16.5) - 4/94 - 1/95
1994: (15.0)
- ----------------------------------------------------------------------------------------------------------------------------
12 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)
- ----------------------------------------------------------------------------------------------------------------------------
13 1/93 closed - 12/95 1995: 10.9 (6.2) - 7/95 (15.8) - 4/95 - 12/95
1994: (4.1)
- ----------------------------------------------------------------------------------------------------------------------------
14 4/93 closed -9/94 1994: (19.0) (9 months) (5.8) - 5/94 (19.9) - 11/93 - 9/94
- ----------------------------------------------------------------------------------------------------------------------------
15 1/94 closed - 8/94 1994: (6.7) (8 months) (5.5) - 5/94 (11.0) - 4/94 - 8/94
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
THIS PROGRAM WILL NOT BE USED FOR THE TRUST
-44-
<PAGE>
JOHN W. HENRY & COMPANY, INC. PROGRAMS
YEN FINANCIAL PORTFOLIO
JANUARY 1, 1994 - MARCH 31, 1997 (TERMINATION)
INCEPTION OF CLIENT ACCOUNT TRADING IN PROGRAM: January 1992
NUMBER OF OPEN ACCOUNTS: 0
AGGREGATE ASSETS (EXCLUDING "NOTIONAL" EQUITY) IN PROGRAM: $0
AGGREGATE ASSETS (INCLUDING "NOTIONAL" EQUITY) IN PROGRAM: $0
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
AGGREGATE Worst WORST
ACCOUNT NO. INCEPTION OF ASSETS COMPOUND ANNUAL RATE Monthly PEAK-TO-VALLEY
TRADING MAY 31, 1999 OF RETURN % Decline % DECLINE %
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
16 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)
- ----------------------------------------------------------------------------------------------------------------------------
17 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)
- ----------------------------------------------------------------------------------------------------------------------------
18 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)
- ----------------------------------------------------------------------------------------------------------------------------
19 6/94 closed - 12/94 1994: (7.9) (7 months) (5.1) - 7/94 (10.4) - 6/94 - 11/94
- ----------------------------------------------------------------------------------------------------------------------------
20 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)
- ----------------------------------------------------------------------------------------------------------------------------
21 4/94 closed - 9/94 1994: (4.6) (6 months) (4.7) - 5/94 (7.0) - 4/94 - 9/94
- ----------------------------------------------------------------------------------------------------------------------------
22 3/94 closed - 9/94 1994: (9.7) (7 months) (6.3) - 5/94 (11.0) - 4/94 - 9/94
- ----------------------------------------------------------------------------------------------------------------------------
23 4/94 closed - 9/94 1994: (9.8) (6 months) (9.1) - 5/94 (12.9) - 4/94 - 9/94
- ----------------------------------------------------------------------------------------------------------------------------
24 4/93 closed - 12/94 1994: (16.6) (6.1) - 5/94 (17.9) - 11/93 - 12/94
- ----------------------------------------------------------------------------------------------------------------------------
25 9/93 closed - 12/94 1994: (12.4) (6.0) - 5/94 (14.1) - 4/94 - 12/94
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Yen Financial Portfolio closed in March 1997.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
THIS PROGRAM WILL NOT BE USED FOR THE TRUST
-45-
<PAGE>
JWH PROGRAMS
PERFORMANCE SUMMARIES
EXCLUSIVE FUND ACCOUNTS
Pursuant to a special JWH multi-program trading strategy that is currently
the subject of an exclusivity arrangement with one client operating two funds,
(the "Exclusive Fund Accounts"), JWH can make various discretionary trading
adjustments for the accounts of those funds, including ongoing allocations and
reallocations of fund assets among the investment programs and periodic trading
leverage adjustments. As a result of a change made to these accounts on May 8,
1998, these accounts have traded differently than the other accounts in the
respective JWH investment program. Set forth below are capsule performance
records for the Exclusive Fund Accounts. Because of the exclusivity agreement
related to this trading strategy, these modified programs are not currently
available for investment by other clients.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
ORIGINAL GLOBAL JWH FINANCIAL AND
INVESTMENT DIVERSIFIED GLOBALANALYTICS-TM- METALS
PROGRAM PORTFOLIO FAMILY OF PROGRAMS PORTFOLIO
EXCLUSIVE EXCLUSIVE EXCLUSIVE EXCLUSIVE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JWH Began Trading Client
Capital in Program May 1998 May 1998 May 1998 May 1998
- ----------------------------------------------------------------------------------------------------------
2 profitable 2 profitable 2 profitable 2 profitable
Open Accounts 0 unprofitable 0 unprofitable 0 unprofitable 0 unprofitable
- ----------------------------------------------------------------------------------------------------------
Closed Accounts 0 0 0 0
- ----------------------------------------------------------------------------------------------------------
Assets Excluding Notional Funds
Under Management $2.3 billion $2.3 billion $2.3 billion $2.3 billion
- ----------------------------------------------------------------------------------------------------------
Assets Excluding Notional Funds
Under Management in the Program $103,000,000 $49,000,000 $86,000,000 $62,000,000
- ----------------------------------------------------------------------------------------------------------
Largest Monthly Drawdown for an (12.0)% (9.3)% (5.8)% (8.6)%
Individual Account (11/98) (10/98) (11/98) (11/98)
- ----------------------------------------------------------------------------------------------------------
Largest Peak-to-Valley Drawdown (12.0)% (12.2)% (6.1)% (11.7)%
for an Individual Account (11/98) (10/98-11/98) (10/98-11/98) (10/98-11/98)
- ----------------------------------------------------------------------------------------------------------
Average Compounded Annualized
Rate of Return N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------
1998 Rate of Return (8 mos.) 20.2% 39.7% 25.5% 33.5%
- ----------------------------------------------------------------------------------------------------------
Annual Rates of Return: 1997 - - - -
- ----------------------------------------------------------------------------------------------------------
1996 (51/2 mos.) - - - -
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
GLOBAL WORLDWIDE G-7 DOLLAR
FINANCIAL BOND CURRENCY PROGRAM
PORTFOLIO PROGRAM PORTFOLIO EXCLUSIVE
EXCLUSIVE EXCLUSIVE EXCLUSIVE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JWH Began Trading Client
Capital in Program May 1998 May 1998 May 1998 May 1998
- ----------------------------------------------------------------------------------------------------------
2 profitable 2 profitable 2 profitable 2 profitable
Open Accounts 0 unprofitable 0 unprofitable 0 unprofitable 0 unprofitable
- ----------------------------------------------------------------------------------------------------------
Closed Accounts 0 0 0 0
- ----------------------------------------------------------------------------------------------------------
Assets Excluding Notional Funds
Under Management $2.3 billion $2.3 billion $2.3 billion $2.3 billion
- ----------------------------------------------------------------------------------------------------------
Assets Excluding Notional Funds
Under Management in the Program $79,000,000 $25,000,000 $59,000,000 $38,000,000
- ----------------------------------------------------------------------------------------------------------
Largest Monthly Drawdown for an (8.7)% (7.0)% (8.6)% (7.2)%
Individual Account (11/98) (10/98) (11/98) (11/98)
- ----------------------------------------------------------------------------------------------------------
Largest Peak-to-Valley Drawdown (8.7)% (7.4)% (10.2)% (7.2)%
for an Individual Account (11/98) (10/98-11/98) (11/98-12/98) (11/98)
- ----------------------------------------------------------------------------------------------------------
Average Compounded Annualized
Rate of Return N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------
1998 Rate of Return (8 mos.) 18.4% 25.9% 0.7% 2.7%
- ----------------------------------------------------------------------------------------------------------
Annual Rates of Return: 1997 - - - -
- ----------------------------------------------------------------------------------------------------------
1996 (51/2 mos.) - - - -
- ----------------------------------------------------------------------------------------------------------
</TABLE>
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.
THE EXCLUSIVE FUND ACCOUNTS HAVE TRADED DIFFERENTLY THAN THE TRUST.
SEE "NOTES TO JWH PROGRAMS' CAPSULE PERFORMANCE SUMMARIES" AT PAGE 41.
-46-
<PAGE>
INTEREST INCOME
The Trust's assets are generally deposited with CIS and CISFS.
On the fifth 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 fifth 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.
The economic benefit from possession of the Trust's assets in excess of
the interest credited by CIS and CISFS to the Trust is retained by CIS and
CISFS, respectively.
To the extent that the Trust participates in the spot and forward
currency 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 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.
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.
-47-
<PAGE>
CHARGES
CHARGES PAID BY THE TRUST
The Trust is subject to the following charges and fees.
<TABLE>
<CAPTION>
RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------
<S> <C> <C>
CISI Organizational and CISI advanced these costs, approximately
initial offering $650,000, and was reimbursed by the Trust
costs at the initial closing. These costs are
being amortized over the first sixty
months of the Trust's operations, subject
to a maximum monthly payment of 1/60 of
2% of the month-end Net Assets. During
1998, amortized organizational and
initial offering costs equalled $132,173.
Third Parties Ongoing offering As incurred, subject to a ceiling of 0.5%
costs of the Trust's average month-end Net
Assets in each fiscal year. During 1998,
ongoing offering costs equalled $400,616.
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 trading. During
1998, Brokerage Fees equalled $5,254,813.
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 CIS and CISFS credit the Trust with
earned above amount interest on 100% of the Trust's average
credited to the daily U.S. dollar balances on deposit
Trust, if any with CIS or CISFS during each month at
the average 91-day Treasury bill rate and
at the applicable rates (which may be
zero in some cases) in respect of non-
U.S. dollar deposits. The economic
benefit from the possession of the
Trust's assets in excess of the interest
credited by CIS and CISFS to the Trust
will be retained by CIS and CISFS,
respectively.
Third Parties Administrative As incurred, currently estimated to be
expenses approximately $70,000 annually. During
1998, administrative expenses equalled
$58,596.
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. During 1998, Management Fees
equalled $3,239,007.
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RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------
JWH Incentive Fee As of each calendar quarter-end, 15% of
any New Trading Profits for such quarter
will be paid to JWH. Trading Profits for
any period equal 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 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 Profits do not include interest
income.
Trading Profits are calculated on the
basis of the overall performance of the
Trust, not the performance of each
trading program considered individually.
New Trading Profits for any quarter are
the amount of cumulative calendar
quarter-end Trading Profits in excess of
the highest level of such cumulative
Trading Profits as of any previous
calendar quarter-end.
During 1998, Incentive Fees equalled
$1,383,562.
Third Parties Reimbursement of Actual payments to third parties; not
delivery, insurance, subject to estimate.
storage and any
other extraordinary
charges; taxes (if
any)
</TABLE>
------------------------
The above fees are the complete compensation that will be received by CIS or its
affiliates from the Trust. This excludes redemption fees which will be charged
to some Unitholders if they redeem on or before the twelfth month of ownership.
--------------------
BROKERAGE COMMISSIONS; ADMINISTRATIVE FEES
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 average month-end assets after deduction
of the Management Fee and prior to any new subscriptions or redemptions. CIS
receives such Brokerage Fee, irrespective of the number of trades executed on
the Trust's behalf.
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SPECIAL BROKERAGE FEE RATE
A Unitholder (an "Eligible Unitholder") who purchases at least $5,000,000
of Units as of any month-end will be charged Brokerage Fees at the flat rate of
5% per annum (or 0.417% per month; the "Special Brokerage Fee Rate"). As of each
month-end that a Unitholder holds Units with an aggregate issue price of at
least $5,000,000, such Unitholder will remain an Eligible Unitholder regardless
of the aggregate Net Asset Value of such Units.
An investor who makes an additional 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 additional 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, 1999 ("Initial Purchase Date") and an incremental
investment of $3,000,000 as of September 30, 1999 ("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 April 30, 2000 with respect to Units acquired as of
the Initial Purchase Date. In determining the Brokerage Fees due on such an
investor's Units, Units when redeemed will be treated on a "first-in, first-out"
basis.
The Special Brokerage Fee reduction is effected while maintaining a uniform
Net Asset Value per Unit by issuing additional Units to Eligible Unitholders.
THE TRUST'S BROKERAGE FEES CONSTITUTE A "WRAP FEE," WHICH COVER THE CIS
GROUP'S COSTS AND EXPENSES, NOT JUST THE COST OF BROKERAGE EXECUTIONS.
THE BROKERAGE FEES MAY NOT BE INCREASED ABOVE THE CURRENT LEVEL WITHOUT THE
UNANIMOUS CONSENT OF ALL UNITHOLDERS.
JWH'S MANAGEMENT FEES
The Trust pays monthly Management Fees to JWH at a rate of 0.333% (a 4%
annual rate) of the month-end assets of the Trust, after reduction for a 1.25%
(rather 6.5% per annum) portion of the Brokerage Fee charged, but before
reduction for any Incentive Fee or other costs.
INCENTIVE FEES
METHOD OF CALCULATING
The Trust pays to JWH an Incentive Fee equal to 15% of any New Trading
Profits as of the end of each calendar quarter. New Trading Profits are any
cumulative Trading Profit in excess of the highest level -- the "High Water
Mark" -- of cumulative Trading Profits as of any previous calendar quarter-end.
Trading Profits (i) include realized and unrealized profits and losses,
(ii) exclude interest income and (iii) are reduced by Brokerage Fees of 1.25%
(not 6.5%) of month-end assets, the Management Fee and by no other costs.
Accrued Incentive Fees on Units when redeemed are paid to JWH. Any
shortfall between cumulative Trading Profits and the "high water mark" in
cumulative Trading Profits is proportionately reduced when Units are redeemed.
Trading Profits are not reduced by redemption charges.
For example, assume that as of January 1, 2000, the Trust is at a "high
water mark" in cumulative Trading Profits. If Trading Profits for such month
equalled $500,000, all of such Trading Profits would be New Trading Profits,
resulting in an accrued $75,000 Incentive Fee. Assume also that by the end of
the next month, losses, the 1.25% Brokerage Fee and the Management Fee have
reduced the $500,000 New Trading Profits to a loss of $(180,000). If the Trust
then withdrew 50% of its assets, this $(180,000) loss carryforward would be
reduced by 50% to ($90,000) for Incentive Fee calculation purposes. If during
the following month Trading Profits equalled $200,000, New Trading Profits of
$110,000 would be accrued as of the end of such quarter, and JWH would be
entitled to an additional Incentive Fee of $16,500.
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PAID EQUALLY BY ALL UNITS
New Trading Profits may be generated even though the Net Asset Value
per Unit has declined below the purchase price of certain Units. Conversely, if
new Units are purchased at a Net Asset Value reduced by an accrued Incentive Fee
which is subsequently reversed, the reversal is allocated equally among all
Units, although the accrual itself was attributable only to the previously
outstanding Units.
EXTRAORDINARY EXPENSES
The Trust will be required to pay any extraordinary expenses, such as
taxes, incurred in its operation. The Trust has had no such expenses to date,
and in CISI's experience with other managed futures funds, such expenses have
been negligible. Extraordinary expenses, if any, would not reduce Trading
Profits for purposes of calculating the Incentive Fees.
--------------
FEES AND EXPENSES PAID BY CIS
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.
SELLING COMMISSIONS AND ONGOING COMPENSATION
CIS pays the Selling Agents selling commissions of up to 4% (up to 2.5% in
respect of Units sold to Eligible Unitholders). CIS also pays eligible Selling
Agents ongoing compensation of 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. 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
A redemption charge of 3% of the redemption date Net Asset Value per Unit
is imposed on Units redeemed on or before the end of the first eleven months
after issuance. This redemption charge is deducted from investors' redemption
proceeds and paid to CISI.
BROKERAGE
ARRANGEMENTS
THE FUTURES BROKER
CIS, 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, Switzerland and Singapore. 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 500 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
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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.
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 ARE PERMITTED
TO 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
and clear trades for the Trust upon instruction of JWH, and will receive the
monthly flat-rate Brokerage Fees. The Customer Agreement is terminable on sixty
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
"Interest Income." CIS retains any economic benefit derived from possession of
the Trust's assets in excess of the amount credited to the Trust's account.
THE FOREIGN CURRENCY BROKER
CISFS 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
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<PAGE>
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 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.
A Unit which is redeemed at or prior to the end of the eleventh full month
after its issuance will be assessed a redemption charge of 3% of the Net Asset
Value per Unit as of the date of redemption. 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 previous highest month-end Net Asset Value per Unit, 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
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to which Net Assets are being determined, the settlement price on the first
subsequent day on which the position can be liquidated shall be the basis for
determining the liquidating value of such position for such day, or such other
value as the Managing Owner may deem fair and reasonable. The liquidating value
of a commodity futures or option contract not traded on a United States
commodity exchange shall mean its liquidating value as determined by the
Managing Owner on a basis consistently applied for each different variety of
contract. Accrued Incentive Fee liabilities reduce Net Asset Value (subject,
however, to possible whole or partial reversal if the Trust incurs subsequent
losses) even if such accrued Incentive Fees may never, in fact, be finally paid
to JWH.
Organizational and initial offering cost reimbursements reduce Net Asset
Value only as amortized over the first 60 months of the Trust's trading.
CONFLICTS OF INTEREST
GENERAL
Neither CISI nor JWH has established any formal procedures to resolve the
following conflicts of interest. Consequently, there is no independent control
on how CISI or JWH resolves these conflicts which can be relied upon by
investors as ensuring that the Trust is treated equitably with other CISI or JWH
clients.
Because no formal procedures are in place for resolving conflicts, they may
be resolved by CISI and/or JWH in a manner which causes the Trust losses. The
value of Unitholders' investment may be diminished by actions or omissions which
independent third parties could have prevented or corrected.
Although the following conflicts of interest are present in the operation
of the Trust, CISI does not believe that they are likely to have a material
adverse effect on its performance. This belief is based on a number of factors,
including the following.
(i) JWH trades all similarly situated CIS accounts in parallel, placing bulk
orders which are allocated among the JWH accounts pursuant to
pre-established procedures. Consequently, JWH has little opportunity to
prefer another JWH client over the Trust.
(ii) CIS simply receives and executes JWH's bulk orders based on pre-established
procedures. CIS has no ability in allocating positions to favor one account
over another.
(iii) JWH charges all similar accounts the same fees.
(iv) CISI, as a fiduciary, is prohibited from benefiting itself at the expense
of the Trust.
In CISI's view, the most important conflict of interest relating to the
Trust is that the business terms applicable to the CIS Group's dealings with the
Trust were not negotiated when they were initially established. These business
terms are described in detail in this prospectus in order to give prospective
investors ample opportunity to accept or reject such terms. However, it may be
difficult for investors to assess, for example, the extent of the adverse impact
which the high level of the Trust's Brokerage Fees has on its long-term
prospects for profitability.
CISI
CISI organized and controls the Trust. CISI and its affiliates are the
primary service providers to the Trust and will remain so even if using other
firms might be better for the Trust. Futures trading is highly competitive. To
the extent that CIS Group entities continue to be retained by the Trust despite
providing non-competitive services, the Trust is likely to be less profitable or
incur greater losses.
CISI allocates its resources among a number of different funds. CISI may
have financial incentives to favor certain funds over the Trust. To the extent
that CISI actually does so, the Net Asset Value per Unit is likely to be
negatively impacted.
The business terms of the Trust -- other than the Management and Incentive
Fees due to JWH which were negotiated between CISI and JWH -- were not
negotiated. CISI unilaterally established these terms, balancing marketing and
performance considerations and its interest in maximizing the revenues generated
to CISI.
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CISI'S INTEREST IN MAXIMIZING ITS REVENUES COULD CAUSE IT TO TAKE ACTIONS
WHICH ARE DETRIMENTAL TO THE TRUST IN ORDER TO INCREASE CISI'S INCOME FROM THE
TRUST OR DECREASE ITS COSTS IN SPONSORING THE TRUST. ALSO, BECAUSE CISI DOES NOT
HAVE TO COMPETE WITH THIRD PARTIES TO PROVIDE SERVICES TO THE TRUST, THERE IS NO
INDEPENDENT CHECK ON THE QUALITY OF SUCH SERVICES. CISI MAY LOWER THE QUALITY OF
SUCH SERVICES IN ORDER TO MAXIMIZE THE NET REVENUES WHICH IT RECEIVES FROM THE
TRUST, WHILE AT THE SAME TIME CAUSING THE NET ASSET VALUE PER UNIT TO DECLINE.
CIS; CISFS
GENERAL
CIS executes trades for different clients in the same markets at the same
time. Consequently, other clients may receive better prices on the same trades
than the Trust, causing the Trust to pay higher prices for its positions.
Many CIS clients pay lower brokerage rates than the Trust. Brokerage Fees
are a major drag on the Trust's performance, and the cumulative effect of the
higher rates paid by the Trust is material.
CIS and CISFS must allocate their resources among many different clients.
They all have financial incentives to favor certain accounts over the Trust.
Because of the competitive nature of the markets in which they trade, to the
extent that either CIS or CISFS prefers other clients over the Trust, the Trust
is likely to be negatively impacted.
CIS AND CISFS DO NOT HAVE TO COMPETE TO PROVIDE SERVICES TO THE TRUST;
CONSEQUENTLY, THERE IS NO INDEPENDENT CHECK ON THE QUALITY OF THEIR SERVICES.
JWH
GENERAL
JWH manages many accounts other than the Trust. Consequently, JWH may
devote less resources to the Trust's trading than JWH otherwise might, to the
detriment of the Trust.
Some of JWH's principals devote a substantial portion of their business
time to ventures other than managing the Trust, including ventures unrelated to
futures trading. The Trust may be at a competitive disadvantage to other
accounts which are managed by advisors whose principals devote their entire
attention to futures trading.
FINANCIAL INCENTIVES TO DISFAVOR THE TRUST
If the Trust has losses, JWH may have an incentive to prefer other clients
because JWH could begin to receive incentive compensation from such clients
without having to earn back any losses.
ANY ACTION WHICH JWH TAKES TO MAXIMIZE ITS REVENUES BY DISFAVORING THE
TRUST, EITHER IN RESPECT OF THE RESOURCES DEVOTED TO ITS TRADING OR THE PROGRAMS
SELECTED FOR IT, COULD ADVERSELY AFFECT THE TRUST'S PERFORMANCE, PERHAPS TO A
MATERIAL EXTENT.
THE SELLING AGENTS
The Selling Agents receive substantial selling commissions on the sale of
Units. Consequently, the Selling Agents have a conflict of interest in advising
their clients whether to invest in the Units.
The Selling Agents 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.
PROPRIETARY TRADING
The CIS Group and their employees are prohibited from trading for their own
accounts.
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
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course of such trading, JWH and Mr. Henry may take positions in their own
accounts which are the same as or opposite to client positions, due to testing a
new quantitative model or program, a neutral allocation system, and/or trading
pursuant to individual discretionary methods; on occasion, their orders may
receive better fills than client accounts. Records for these accounts will not
be made available to Unitholders.
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. Records of these accounts will
not be made available to Unitholders.
Records of proprietary trading will not be available for inspection by
Unitholders.
Proprietary trading by JWH or its officers or employees could, if
substantial in size, cause losses for the Trust by increasing the cost at which
it must acquire and liquidate positions. Over time, the losses resulting from
such increased prices could make it difficult for the Trust to earn profits even
if its trading were otherwise successful.
TRANSACTIONS BETWEEN THE CIS GROUP AND THE TRUST
All of the service providers to the Trust, other than JWH and the Trustee,
are affiliates of CIS. CISI negotiated with JWH over the level of its Management
and Incentive Fees. However, none of the fees paid by the Trust to the CIS Group
were negotiated, and they may be higher than would have been obtained in
arm's-length bargaining.
The Trust pays CIS substantial Brokerage Fees. The Trust also pays CIS
interest on short-term loans extended by CIS to cover losses on foreign currency
positions and permits CIS to retain a portion of the benefit derived from
possession of the Trust's assets.
Within the CIS Group, CISI is the direct beneficiary of the revenues
received by CIS from the Trust. CISI controls the management of the Trust and
CIS serves as its promoter. Although CISI has not sold any assets, directly or
indirectly, to the Trust, CISI makes substantial profits from the Trust due to
the foregoing revenues.
No loans have been, are or will be outstanding between CISI or any of its
principals and the Trust.
CIS pays substantial selling commissions (up to 4% of the subscription
price of Units) and trailing commissions (up to 4% annually of the average Net
Asset Value per Unit, beginning in the thirteenth month after a Unit is sold) to
the Selling Agents for distributing the Units. CIS is ultimately paid back for
these expenditures from the revenues it receives from the Trust.
Descriptions of the dealings between the Trust and the CIS Group are set
forth under "Selected Financial Data," "Interest Income" and "Charges."
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THE TRUST AND THE TRUSTEE
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 60606 (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
60606 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.
No special custody arrangements are applicable to the Trust which would not
be applicable to a limited partnership, and the existence of a trustee should
not be taken as an indication of any additional level of management or
supervision over the Trust. To the greatest extent permissible under Delaware
law, the Trustee acts in an entirely passive role, delegating all authority over
the operation of the Trust to the Managing Owner. The Managing Owner is the
functional equivalent of the general partner in a limited partnership. (Sections
5(a), 9 and 19).
Although units of beneficial interest in a trust need not carry any voting
rights, the Declaration and Agreement of Trust gives Unitholders voting rights
comparable to those typically extended to limited partners in publicly-offered
futures funds. (Section 19).
The Delaware Business Trust Act under which the Trust is formed is filed as
an exhibit to the Registration Statement of which this Prospectus is a part.
THE TRUSTEE
Wilmington Trust Company, a Delaware banking corporation, is the sole
Trustee of the Trust. The Trustee's principal offices are located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. The
Trustee is unaffiliated with either the Managing Owner or the Selling Agents.
The Trustee's duties and liabilities with respect to the offering of the Units
and the administration of the Trust are limited to its express obligations under
the Declaration and Agreement of Trust.
The rights and duties of the Trustee, the Managing Owner and the
Unitholders are governed by the provisions of the Delaware Business Trust Act
and by the Declaration and Agreement of Trust.
The Trustee serves as the Trust's sole trustee in the State of Delaware.
The Trustee will accept service of legal process on the Trust in the State of
Delaware and will make certain filings under the Delaware Business Trust Act.
The Trustee does not owe any other duties to the Trust, the Managing Owner or
the Unitholders. The Trustee is permitted to resign upon at least 60 days'
notice to the Trust, provided that any such resignation will not be effective
until a successor Trustee is appointed by the Managing Owner. The Declaration
and Agreement of Trust provides that the Trustee is compensated by the Trust,
and is indemnified by the Managing Owner against any expenses it incurs relating
to or arising out of the formation, operation or termination of the Trust or the
performance of its duties pursuant to the Declaration and Agreement of Trust,
except to the extent that such expenses result from the gross negligence or
willful misconduct of the Trustee. The Managing Owner has the discretion to
replace the Trustee.
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
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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.
The Trust's Declaration of Trust effectively gives CISI, as Managing Owner,
full control over the management of the Trust. Unitholders have no voice in its
operations. In addition, CISI in its operation of the Trust is specifically
authorized to engage in the transactions described herein (including those
involving affiliates of CISI), and is exculpated and indemnified by the Trust
against claims sustained in connection with the Trust, provided that such claims
were not the result of negligence or misconduct and that CISI determined that
such conduct was in the best interests of the Trust.
Although as Unitholders, investors have no right to participate in the
control or management of the Trust, they are entitled to: (i) vote on a variety
of different matters; (ii) receive annual audited financial statements,
unaudited monthly reports and timely tax information; (iii) inspect the Trust's
books and records; (iv) redeem Units; and (v) not have the business terms of the
Trust changed in a manner which increases the compensation received by CISI or
its affiliates without their unanimous consent.
Unitholders' voting rights extend to any proposed change in the Declaration
of Trust which would adversely affect them, as well as to their right to
terminate the Trust's contracts with affiliates of CISI. Unitholders also have
the right to call meetings of the Trust in order to permit Unitholders to vote
on any matter on which they are entitled to vote, including the removal of CISI
as Managing Owner of the Trust.
Unitholders or their duly authorized representatives may inspect the
Trust's books and records, for any purpose reasonably related to their status as
Unitholders in the Trust, during normal business hours upon reasonable written
notice to the CISI. They may also obtain copies of such records upon payment of
reasonable reproduction costs; provided, however, that such Unitholders
represent that the inspection and/or copies of such records will not be for
commercial purposes unrelated to such Unitholders' interest in the Trust.
The Declaration of Trust contains restrictions on CISI's ability to raise
Brokerage Commissions, Administrative Fees and other revenues received by the
CIS Group from the Trust, as well as certain other limitations on the various
conflicts of interest to which the CIS Group is subject in operating the Trust.
The Declaration of Trust provides for the economic and tax allocations
of the Trust's profit and loss. Economic allocations are based on investors'
capital accounts, and the tax allocations generally attempt to equalize tax
and capital accounts by, for example, making a priority allocation of taxable
income to Unitholders who redeem at a profit.
A Unitholder may transfer or assign his or her units in the Trust upon
prior written notice to his or her registered representative and CISI and
subject to approval of the assignee, CISI will provide consent when it is
satisfied that the transfer complies with
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applicable laws. An assignee not admitted to the Trust as a Unitholder will have
only limited rights to share the profits and capital of the Trust and a limited
redemption right.
The Managing Owner may amend the Declaration of Trust in any manner not
adverse to the Unitholders without need of obtaining their consent. These
amendments can be for clarification of inaccuracies or ambiguities,
modifications in response to changes in tax code or regulations or any other
changes CISI deems advisable so long as they do not change the basic investment
policy or structure.
The Trust has agreed to indemnify CISI, as Managing Owner, for actions
taken on behalf of the Trust, provided that CISI's conduct was in the best
interests of the Trust and the conduct was not the result of negligence or
misconduct. Indemnification by the Trust for alleged violation of securities
laws is only available if the following conditions are satisfied:
1) a successful adjudication on the merits of each count alleged has been
obtained, or
2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction; or
3) a court of competent jurisdiction approves a settlement of the claims
and finds indemnification of the settlement and related costs should
be made; and
4) in the case of 3), the court has been advised of the position of the
SEC and the states in which the Units were offered and sold as to
indemnification for the violations.
TAX CONSEQUENCES
THE FOLLOWING CONSTITUTES THE OPINION OF SIDLEY & AUSTIN AND SUMMARIZES THE
MATERIAL FEDERAL INCOME TAX CONSEQUENCES TO UNITED STATES TAXPAYERS WHO ARE
INDIVIDUALS.
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."
TAXATION OF UNITHOLDERS ON PROFITS OR LOSSES OF THE TRUST
Each Unitholder must pay tax on his or her share of the Trust's income and
gains. Such share must be included each year in a Unitholder's taxable income
whether or not such Unitholder has redeemed Units. In addition, a Unitholder may
be subject to paying taxes on the Trust's interest income even though the Net
Asset Value per Unit has decreased due to trading losses. See "-- Tax on Capital
Gains and Losses; Interest Income," below.
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The Trust provides each Unitholder with an annual schedule of his or her
share of the Trust's tax items. The Trust generally allocates these items
equally to each Unit. However, when a Unitholder redeems Units, the Trust
allocates capital gains or losses so as to eliminate any difference between the
redemption proceeds and the tax accounts of such Units.
LIMITED DEDUCTIBILITY OF TRUST LOSSES AND DEDUCTIONS
A Unitholder may not deduct Trust losses or deductions in excess of his or
her tax basis in his or her Units as of year-end. Generally, a Unitholder's tax
basis in his or her Units is the amount paid for such Units reduced (but not
below zero) by his or her share of any Trust distributions, losses and
deductions and increased by his or her share of the Trust's income and gains.
LIMITED DEDUCTIBILITY FOR CERTAIN EXPENSES
Individual taxpayers are subject to material limitations on their ability
to deduct investment advisory expenses and other expenses of producing income.
Sidley & Austin has opined that the amount, if any, of the Trust's expenses
which might be subject to this limitation should be DE MINIMIS. However, the IRS
could take a different position. The IRS could contend that the Management and
Incentive Fees should be characterized as "investment advisory expenses" because
the Trust is not engaged in a "trade or business."
Individuals cannot deduct investment advisory expenses in calculating their
alternative minimum tax.
YEAR-END MARK-TO-MARKET OF OPEN POSITIONS
Section 1256 Contracts are futures, futures options traded on U.S.
exchanges, certain foreign currency contracts and stock index options.
Certain of the Trust's open positions are Section 1256 Contracts . Section
1256 Contracts that remain open at the end of each year are treated for tax
purposes as if such positions had been sold and any gain or loss recognized.
The gain or loss on Section 1256 Contracts is characterized as 40% short-term
capital gain or loss and 60% long-term capital gain or loss regardless of how
long any given position has been held. Non-U.S. exchange-traded futures and
forwards are generally non-Section 1256 Contracts. Gain or loss on
non-Section 1256 Contracts will be recognized when sold by the Trust and will
be primarily short-term gain or loss. Gain or loss on certain currency
contracts will be ordinary income or loss.
TAX ON CAPITAL GAINS AND LOSSES; INTEREST INCOME
As described under "-- Year-End Mark-to-Market of Open Positions," the
Trust's trading generates 60% long-term capital gains or losses and 40%
short-term capital gains or losses from its Section 1256 Contracts and primarily
short-term capital gain or loss from its non-Section 1256 Contracts. Individuals
pay tax on long-term capital gains at a maximum rate of 20%. Short-term capital
gains are subject to tax at the same rates as ordinary income, with a maximum
rate of 39.6% for individuals.
Individual taxpayers may deduct capital losses only to the extent of
their capital gains plus $3,000. Accordingly, the Trust could incur
significant losses but a Unitholder could be required to pay taxes on his or
her share of the Trust's interest income.
If an individual taxpayer incurs a net capital loss for a year, he may
elect to carryback (up to three years) the portion of such loss which consists
of a net loss on Section 1256 Contracts. A taxpayer may deduct such losses only
against net capital gain for a carryback year to the extent that such gain
includes gains on Section 1256 Contracts. To the extent that a taxpayer could
not use such losses to offset gains on Section 1256 Contracts in a carryback
year, the taxpayer may carryforward such losses indefinitely as losses on
Section 1256 Contracts.
SYNDICATION EXPENSES
The $650,000 in organizational and initial offering costs reimbursed by the
Trust to CISI were non-deductible syndication expenses, as will be the estimated
$250,000 in costs in 1999 associated with the ongoing offering of the Units
under this prospectus and any subsequent ongoing offering expenses incurred by
the Trust. The IRS could also contend that a portion of the Brokerage Fees paid
to CIS constitute non-deductible syndication expenses.
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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 whose U.S.
business activities consist solely of trading commodities and derivatives 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 or derivatives 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
Tax-exempt Unitholders will not be required to pay tax on their share of
income or gains of the Trust, provided that such Unitholders do not purchase
Units with borrowed funds.
IRS AUDITS OF THE TRUST AND ITS UNITHOLDERS
The IRS is required to audit Trust-related items at the Trust rather than
the partner level. CISI is the Trust's "tax matters partner" with general
authority to determine the Trust's responses to a tax audit. If an audit of the
Trust results in an adjustment, all partners may be required to pay additional
taxes plus interest as well as penalties, and could themselves be audited.
STATE AND OTHER TAXES
In addition to the federal income tax consequences described above, the
Trust and the partners may be subject to various state and other taxes. 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.
--------------------
PROSPECTIVE INVESTORS ARE
URGED TO CONSULT THEIR TAX
ADVISERS BEFORE DECIDING
WHETHER TO INVEST.
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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. Pending investment in the Units,
subscriptions will be held in escrow at the First National/NBD Bank of Chicago.
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/NBD 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 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.
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 Trust, 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 sixty 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."
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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 the subscription was accepted); 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 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 their Registered Representatives 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
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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 of the initial selling commissions 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.
LAWYERS; ACCOUNTANTS
Sidley & Austin, Chicago, Illinois and Richards, Layton & Finger,
Wilmington, Delaware have advised CISI and CIS on the offering of the Units.
Sidley & Austin drafted "Tax Consequences."
The financial statements of CISI as of May 31, 1998 and 1997 and the
financial statements of the Trust as of December 31, 1998 and 1997 included
herein have been audited by KPMG LLP.
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FINANCIAL STATEMENTS
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.
---------------
INDEPENDENT AUDITORS' REPORT
INDEX OF FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
JWH GLOBAL TRUST
Independent Auditors' Report............................................................... 65
Statements of Financial Condition as of December 31, 1998 and 1997......................... 66
Statements of Operations for the year ended December 31, 1998 and the
period from June 2, 1997 (commencement of operations) to December 31, 1997................. 67
Statements of Unitholders' Capital for the year ended December 31, 1998 and
the period from June 2, 1997 (commencement of operations) to December 31, 1997............. 68
Statement of Cash Flows for the year ended December 31, 1998 and
the period from Jun 2,1997 (commencement of operations) to December 31, 1997............... 69
Notes to Financial Statements ............................................................ 70
CIS INVESTMENTS, INC.
Independent Auditors' Report............................................................... 77
Statements of Financial Condition as of December 31, 1998 and 1997......................... 78
Statement of Income for the year ended December 31, 1998 and 1997.......................... 79
Statement of Changes in Stockholder's Equity for the year ended
December 31, 1998 and 1997................................................................. 80
Statement of Cash Flows of the year ended December 31, 1998 and 1997....................... 81
Notes to Financial Statements ............................................................ 82
</TABLE>
--------------------
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INDEPENDENT AUDITORS' REPORT
The Unitholders
JWH Global Trust:
We have audited the accompanying statements of financial condition of JWH
Global Trust (the Trust) as of December 31, 1998 and 1997, and the related
statements of operations, unitholders capital, and cash flows for each of the
years then ended. These financial statements are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with 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 JWH Global Trust as of
December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the year ended December 31, 1998 and 1997, in conformity
with generally accepted accounting principles.
KPMG LLP
February 5, 1999
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JWH GLOBAL TRUST
Statements of Financial Condition
December 31, 1998 and 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
ASSETS 1998 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Receivable for units sold $ 1,601,405 4,109,623
Equity in commodity futures trading accounts:
Cash on deposit with Clearing Broker 90,182,744 56,278,134
Unrealized gain on open futures contracts 7,559,155 4,481,153
- ------------------------------------------------------------------------------------------------------------
99,343,304 64,868,910
Interest receivable 338,264 240,745
Prepaid initial organization and offering costs 451,589 583,762
- ------------------------------------------------------------------------------------------------------------
Total assets $100,133,157 65,693,417
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
- ------------------------------------------------------------------------------------------------------------
Liabilities:
Accrued commissions on open futures contracts $ 528,885 330,854
due to CIS
Accrued management fees 328,109 205,109
Accrued incentive fees 120,253 656,583
Accrued operating expenses 109,738 93,023
Accrued organization and offering expenses 40,602 25,129
Redemptions payable 3,533,024 31,195
- ------------------------------------------------------------------------------------------------------------
Total liabilities 4,660,611 1,341,893
- ------------------------------------------------------------------------------------------------------------
Unitholder's capital:
Beneficial owners (817,899.61 and 580,678.76 units outstanding
at December 31, 1998 and 1997, respectively) 94,386,640 63,702,878
Managing owner (9,409.49 and 5,912.68 units outstanding at
December 31, 1998 and 1997, respectively 1,085,906 648,646,183
- ------------------------------------------------------------------------------------------------------------
Total unitholders' capital 95,472,546 64,351,52
- ------------------------------------------------------------------------------------------------------------
Total liabilities and unitholders' capital $100,133,157 65,693,417
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
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JWH GLOBAL TRUST
Statements of Operations
Year ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
ASSETS 1998 1997
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Gain on trading of commodity futures and forwards contracts,
physical commodities, and related options:
Realized gain on closed positions $ 10,418,484 1,761,637
Increase in unrealized gain on open positions 3,078,002 4,481,153
Interest income 3,669,771 1,042,648
Foreign currency transaction loss (296,969) (297,458)
- ---------------------------------------------------------------------------------------------------------------
Total revenues 16,869,288 6,987,980
- ---------------------------------------------------------------------------------------------------------------
Expenses:
Commission paid to CIS 5,195,089 1,441,635
Exchange, clearing, and NFA fees 59,724 12,426
Management fees 3,239,007 896,312
Incentive fees 1,383,562 715,477
Amortization of prepaid initial organization and offering costs 132,173 66,238
Ongoing organization and offering expenses 400,616 110,352
Operating expenses 58,596 94,292
- ---------------------------------------------------------------------------------------------------------------
Total expenses 10,468,767 3,336,732
- ---------------------------------------------------------------------------------------------------------------
Net profit $ 6,400,521 3,651,248
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Profit per unit of beneficial ownership interest $ 5.70 9.70
Profit per unit of managing ownership interest 5.70 9.70
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
-68-
<PAGE>
JWH GLOBAL TRUST
Statements of Unitholders' Capital
Year ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Beneficial Managing
Units* owners owner Total
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1996 8.17 $ 817 183 1,000
- ----------------------------------------------------------------------------------------------------------------------------
Redemption of initial ownership interests (8.17) (817) (183) (1,000)
Net income - 3,612,602 38,646 3,651,248
Partner's contributions 589,914.19 61,020,136 610,000 61,630,136
Partner's redemptions (9,235.43) (929,860) - (929,860)
- ----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 580,678.76 $ 63,702,878 648,646 64,351,524
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Net Income -- 6,324,744 75,777 6,400,521
Partners contributions 357,777.17 37,576,922 361,483 32,938,405
Partners' redemptions (120,556.32) (13,217,904) -- (13,217,904)
- ----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 817,889.61 $ 94,386,640 1,085,906 95,472,546
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value per unit at December 31, 1998 $ 115.40 115.40
Net asset value per unit at December 31, 1997 109.70 109.70
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Units of beneficial ownership.
See accompanying notes to financial statements.
-69-
<PAGE>
JWH GLOBAL TRUST
Statements of Cash Flows
Year ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
ASSETS 1998 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net profit $ 6,400,521 3,651,248
Adjustments to reconcile net profit to
net cash used in operating activities:
Change in assets and liabilities:
Increase in unrealized gain on open futures contracts (3,078,002) (4,481,153)
Increase in interest receivable (97,519) (240,745)
Decrease (increase) in prepaid initial organization
and offering 132,732 (583,762)
Increase decrease) in accrued liabilities (183,111) 1,310,698
- ------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 3,174,062 (343,714)
- ------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net proceeds from sale of units 40,446,623 57,521,513
Unit redemptions (9,716,075) (899,665)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 30,730,548 56,621,848
- ------------------------------------------------------------------------------------------------------------
Net increase in cash 33,904,610 56,278,134
Cash at beginning of year 56,278,184 -
- ------------------------------------------------------------------------------------------------------------
Cash at end of year $ 90,182,744 56,278,134
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
-70-
<PAGE>
JWH GLOBAL TRUST
Notes to Financial Statements
Year ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) GENERAL INFORMATION AND SUMMARY
JWH Global Trust (the Trust), a Delaware business trust organized on
November 12, 1996, was formed 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 pursuant to the
trading instructions of independent trading advisors. The Managing Owner of
the Trust is CIS Investments, Inc. (CISI). The clearing broker is Cargill
Investor Services, Inc. (Clearing Broker or CIS), the parent company of
CISI. The forwards broker is CIS Financial Services, Inc. (CISFS or
Forwards Currency Broker), an affiliate of CISI.
Units of beneficial ownership of the Trust commenced selling on April 3,
1997. The initial amount offered for investment was $50,000,000. Trading
began on June 2, 1997 with initial capitalization of $13,027,103. On
September 26, 1997, the Trust registered an additional $155,000,000 for
further investment and continued the offering. By December 31, 1998, a
total of 947,699.53 units representing an investment for $84,449,294 of
beneficial ownership interest had been sold in the combined offerings. In
addition, during the offerings, the Managing Owner purchased a total of
9,409.49 units, representing a total investment of $971,483. See the JWH
Global Trust prospectus for further details of the offering.
The Trust will be terminated on December 31, 2026, if none of the following
occur prior to that date: (1) beneficial owners holding more than 50% of
the outstanding units notify the Managing Owner to dissolve the Trust as of
a specific date; (2) disassociation of the Managing Owner with the Trust;
(3) bankruptcy of the Trust; (4), a decrease in the net asset value to less
than $2,500,000; (5) a decline in the net asset value per unit to $50 or
less; (6) dissolution of the Trust; or (7) any event that would make it
unlawful for the existence of the Trust to be continued or require
dissolution of the Trust.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of the Trust conform to generally
accepted accounting principles and to general practices in the commodities
industry. The following is a description of the more significant of those
policies which the Trust follows in preparing its financial statements.
REVENUE RECOGNITION
Commodity futures contracts, forward contracts, and physical
commodities are recorded on the trade date. All such transactions
are reported on an identified cost basis. 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 cash dealer prices at a pre-determined time for forward
contracts and physical commodities) as of the last business day of
the year or as of the last date of the financial statements.
-71-
<PAGE>
JWH GLOBAL TRUST
Notes to Financial Statements
Year ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Trust earns interest on its assets on deposit at CIS and CISFS
at 100% of the 91-day Treasury bill rate for deposits denominated
in U.S. dollars, and at the rates agreed between the Trust and CIS
and CISFS for deposits denominated in other currencies.
REDEMPTIONS
A beneficial owner may cause any or all of his or her units to be
redeemed by the Trust effective as of the last trading day of any
month of the Trust based on the Net Asset Value per unit on five
days' written notice to the Managing Owner. Payment will be made
within 10 business days of the effective date of the redemption.
Any redemption made during the first 11 months of investment is
subject to a 3% redemption penalty. Any redemption made in the 12th
month of investment or later will not be subject to any penalty.
The Trust's Amended and Restated Declaration and Agreement of Trust
contains a full description of redemption and distribution policies.
COMMISSIONS
Commodity brokerage commissions are typically paid for each trade
transacted and are referred to as "round-turn commissions". These
commissions 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 reduction of the
Management Fee. The amount paid to CIS is reduced by exchange fees
paid directly by the Trust. CIS receives these Brokerage Fees
irrespective of the number of trades executed on the Trust's
behalf. The round-turn equivalent rate for commissions paid by
the Trust for the year ended December 31, 1998 was $61.
Certain large investors are eligible for a "Special Brokerage Fee
Rate" of 5% per year. As of December 31, 1998, there were no such
eligible investors in the Trust.
FOREIGN CURRENCY TRANSACTIONS
Trading accounts in foreign currency denominations are susceptible
to both movements in the underlying contract markets as well as
fluctuation in currency rates. Translation of foreign currencies
into U.S. dollars for closed positions are translated at an average
exchange rate for the year, while year-end balances are translated
at the year-end currency rates. The impact of the translation is
reflected in the statements of operations.
STATEMENTS OF CASH FLOWS
For purposes of the statements of cash flows, cash includes cash on
deposit with the Clearing Broker in the equity in commodity futures
trading accounts.
-72-
<PAGE>
JWH GLOBAL TRUST
Notes to Financial Statements
Year ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
USE OF ESTIMATES
Thepreparation of financial statements 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 financial statements and the reported amounts of increase
and decrease in net assets from operations during the period. Actual
results could differ from those estimates.
(3) FEES
Management fees are accrued and paid monthly, 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)
utilizing two of its trading programs, the Original Investment Program and
the Financial and Metals Portfolio.
Under signed agreement, JWH receives a monthly management fee of 1/12 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
Trust assets but before deduction of any management fees, redemptions,
distributions, or incentive fee accrued or payable as of the relevant month
end.
In addition, the Trust pays to JWH, a quarterly incentive fee equal to 15%
of the new trading profits of the Trust. The incentive fee is based on the
overall performance of the Trust, not individually in respect of the
performance of the individual programs utilized by the Trust. This fee is
also calculated by deducting Brokerage Fee at a rate of 1.25% (rather than
the 6.5% rate).
(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. Generally, for both Federal and state tax purposes, trusts, such as
the JWH Global Trust, are treated as partnerships. The Trust is responsible
for the Illinois State Partnership Information and Replacement Tax based on
the operating results of the Trust. Such tax amounted to $41,242 for the
year ended December 31, 1998 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. The
Trust's commodity interest transactions and its related cash balance are on
deposit with the Clearing Broker or the Forward Currency Broker (Brokers)
at all times. In the event that volatility of trading of other customers of
the Brokers impaired the ability of the Brokers to satisfy the 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
-73-
<PAGE>
JWH GLOBAL TRUST
Notes to Financial Statements
Year ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 at least equal to 4% of the funds required to be segregated
pursuant to the Commodity Exchange Act. The Clearing Broker and Forwards
Currency Broker both have controls in place to make certain that all
customers maintain adequate margin deposits for the positions in which they
maintain at each Broker. Such procedures should protect the Trust from the
off-balance sheet risk as mentioned earlier. Neither the Clearing Broker
nor the Forwards Currency Broker engage in proprietary trading and thus has
no direct market exposure.
The contractual amounts of commitments for the Trust to purchase and sell
exchange traded futures contracts and foreign currency forwards contracts
was $570,328,165 and $1,063,876,786, respectively on December 31, 1998, and
$368,276,971 and $240,130,546, respectively on December 31, 1997. The
contractual amounts of these instruments reflect the extent of the Trusts'
involvement in the related futures and forwards contracts and do not
reflect the risk of loss due to counterparty performance. Such risk is
defined by SFAS 105 as credit risk. The counterparty of the Trust for
futures contracts traded in the United States and most non-U.S. exchanges
on which the fund trades is the Clearing House associated with the
exchange. In general, Clearing Houses are backed by their membership and
will act in the event of nonperformance by one of their members or one of
the members' customers and as such should significantly reduce this credit
risk. In cases where the Trust trades on exchanges on which the Clearing
House is not backed by the membership, the sole recourse of the Trust for
nonperformance will be the Clearing House. The Forwards Currency Broker is
the counterparty for the Trust's forwards transactions. CISFS policies
require that they execute transactions only with top rated financial
institutions with assets in excess of $100,000,000.
The average fair value of commodity interests was $4,860,965 during 1998.
Fair value as of December 31, 1998 was $7,559,155. The net gains or losses
arising from the trading of commodity interests are presented in the
statement of operations.
The Trust holds futures positions on various exchanges throughout the world
and forwards positions with CISFS which transacts with various top rated
banks throughout the world. As defined by SFAS 105, futures and forward
currency contracts are classified as financial instruments. SFAS 105
requires that the Partnership 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 and forwards positions of the Trust at the same time (both long
positions and short positions), 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 utilizes two of the trading programs of the CTA. One trading
program is diversified among all commodity groups, while the other is
diversified among the various futures contracts and forwards
-74-
<PAGE>
JWH GLOBAL TRUST
Notes to Financial Statements
Year ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
contracts in the financial and metals group. Both programs trade in the
U.S. and outside of the U.S. Such diversification should greatly reduce
this market risk.
At December 31, 1998, the cash requirement of the commodity interests of
the Trust was $9,700,885. This cash requirement is met by $85,532,262 held
in segregated funds, $10,790,940 held in secured funds and $1,418,697 held
in nonregulated funds. At December 31, 1997, the cash requirement of the
commodity interests of the Trust was $9,299,511. This cash requirement
was met by $48,132,040 held in segregated funds, $6,027,922 held in
secured funds and $6,599,325 held in nonregulated funds. At December 31,
1998 and 1997, cash was on deposit with the Clearing Broker and the
Forwards Currency Broker which exceeded the cash requirement amount.
-75-
<PAGE>
JWH GLOBAL TRUST
December 31, 1998
The following chart discloses the dollar amount of the unrealized gain or loss
on open contracts of the Trust at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
COMMODITY GROUP 1998 1997
- -------------- ---- ----
<S> <C> <C>
Agricultural $ 283,099 99,960
Currency 337,027 720,970
Stock Indices (275,499) 321,503
Energies 325,869 490,370
Metals 111,650 1,955,345
Interest 6,777,009 893,005
Total $ 7,559,155 4,481,153
--------------- ---------
--------------- ---------
</TABLE>
The range of expiration dates of these open contracts is February 1999 to
December 1999.
-76-
<PAGE>
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, 1998 and 1997, 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, 1998 and 1997, and the results of their operations and their cash flows for
the years then ended in conformity with generally accepted accounting
principles.
KPMG LLP
July 15, 1998
-77-
<PAGE>
CIS INVESTMENTS, INC.
Statements of Financial Condition
May 31, 1998 and 1997
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
ASSETS 1998 1997
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Receivable from JWH Global Trust $ 337,513 515,506
Accrued taxes receivable 45,321 78,630
Investments 1,914,443 981,038
- -------------------------------------------------------------------------------------------------------------------
Total assets $2,297,277 1,575,174
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDER'S EQUITY
- -------------------------------------------------------------------------------------------------------------------
Liabilities:
Accounts payable 3,899 400,033
Deferred management fees 72,133 58,763
Due to Parent 1,192,827 618,012
- -------------------------------------------------------------------------------------------------------------------
Total liabilities 1,268,859 1,076,808
- -------------------------------------------------------------------------------------------------------------------
Stockholder's equity:
Common stock, $100 par value. Authorized
30,000 shares; issued 10 shares 1,000 1,000
Common stock subscribed, 29,990
at the years ended 1998 and 1997, respectively 2,999,000 2,999,000
Less subscription receivable (2,999,000) (2,999,000)
Paid-in capital 18,250,000 250,000
Less demand note receivable (18,000,000) -
Retained earnings 777,418 247,366
- -------------------------------------------------------------------------------------------------------------------
Total stockholder's equity 1,028,418 498,366
- -------------------------------------------------------------------------------------------------------------------
$ 2,297,277 1,575,174
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.
-78-
<PAGE>
CIS INVESTMENTS, INC.
Statements of Income
Years ended May 31, 1998 and 1997
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues:
Management fees $ 162,315 156,501
Other professional services income 670,912 --
Unrealized gain on investments 32,558 59,675
- ------------------------------------------------------------------------------------------
Total revenues 865,785 216,176
Expenses - operating 47,249 5,780
- ------------------------------------------------------------------------------------------
Income before income taxes 818,536 210,396
Income tax expense 288,484 71,784
- ------------------------------------------------------------------------------------------
Net income $ 530,052 138,612
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.
-79-
<PAGE>
CIS INVESTMENTS, INC.
Statements of Changes in Stockholder's Equity
Years ended May 31, 1998 and 1997
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Common Demand
Common stock Subscriptions Paid-in Note Retained
Stock subscribed receivable capital Receivable earnings Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
May 31, 1996 1,000 2,743,700 (2,743,700) 250,000 - 108,754 359,754
Common stock
subscription - 255,300 (255,300) - - -
Net income - - - - - 138,612 138,612
- -------------------------------------------------------------------------------------------------------------------------------
Balance at
May 31, 1997 $1,000 2,999,000 (2,999,000) 250,000 - 247,366 498,366
Demand Note from Cargill - - - 18,000,000 (18,000,000) - -
Net Income - - - - - 530,052 530,052
- -------------------------------------------------------------------------------------------------------------------------------
Balance at
May 31, 1998 1,000 2,999,000 (2,999,000) 18,250,000 (18,000,000) 777,418 1,028,418
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.
-80-
<PAGE>
CIS INVESTMENTS, INC.
Statements of Cash Flows
Years ended May 31, 1998 and 1997
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
1998 1997
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 530,052 $ 138,612
Adjustments to reconcile net income to net cash
provided by operating activities:
Unrealized gain on investments (32,558) (59,675)
Decrease (increase) in assets:
Accrued taxes receivable 33,309 (78,630)
Increase (decrease) in liabilities:
Deferred management fees 13,370 11,098
Accounts payable (396,134) 400,033
Accrued taxes payable - (3,347)
- ---------------------------------------------------------------------------------------------
Net cash provided by operating activities 148,039 408,091
- ---------------------------------------------------------------------------------------------
Cash flows from investing activities:
Organizational and offering costs of JWH Global Trust 177,993 (515,506)
Purchase of investments (900,847) (348,642)
- ---------------------------------------------------------------------------------------------
Net cash used in investing activities: (722,854) (864,148)
- ---------------------------------------------------------------------------------------------
Net cash provided by financing activities -
amount advanced from Parent 574,815 456,057
- ---------------------------------------------------------------------------------------------
Net cash provided by financing activity 574,815 456,057
- ---------------------------------------------------------------------------------------------
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 $ 255,142 $ 153,761
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
PURCHASERS OF UNITS WILL NOT RECEIVE AN INTEREST IN THIS ENTITY.
-81-
<PAGE>
CIS INVESTMENTS, INC.
Notes to Financial Statements
Years ended May 31, 1998 and 1997
- --------------------------------------------------------------------------------
(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.
-82-
<PAGE>
CIS INVESTMENTS, INC.
Notes to Financial Statements
May 31, 1998 and 1997
- --------------------------------------------------------------------------------
(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, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
1998 1998
Units Amount Units Amount
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IDS Managed Futures L.P. 1,299 $ 428,833 1,299 $403,149
IDS Managed Futures II L.P 322 194,618 322 182,228
Everest Futures Fund II, L.P. 370 457,647 217 245,661
JWH Global Trust 8,007 833,345 1,500 150,000
- ---------------------------------------------------------------------------------------------------------
$1,914,443 $981,038
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The following represents condensed combined financial information of the
Funds as of May 31, 1998 and 1997 (in thousands).
<TABLE>
<CAPTION>
1998 1997
- -----------------------------------------------------------------------
<S> <C> <C>
Assets $185,018 89,327
- -----------------------------------------------------------------------
Liabilities 1,473 550
Capital 183,545 88,777
- -----------------------------------------------------------------------
Total liabilities and capital $185,018 89,327
- -----------------------------------------------------------------------
</TABLE>
(3) NET WORTH REQUIREMENTS
The Company is required to maintain an amount of net worth as stated in
each Fund's agreement. For the purpose of compliance, net worth is defined
as the total of common stock issued and subscribed, paid in capital and
retained earnings. At May 31, 1998, the Company is in compliance with its
net worth requirements.
-83-
<PAGE>
(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, 1998, it does
not appear that any amount will remain at the end of the amortization
period.
(7) DEMAND NOTE RECEIVABLE
The company received a capital contribution of $18,000,000 from its Parent
and entered into a related non interest bearing demand Note for
$18,000,000. No cash was transferred, nor is it known when and if any will
be transferred in the future. As such, the demand note is shown as a
deduction from stockholder's equity.
-84-
<PAGE>
PERFORMANCE OF OTHER CISI-SPONSORED FUNDS
PERFORMANCE SUMMARIES OF OTHER CISI-SPONSORED FUNDS
The following performance tables are included per CFTC requirements.
However, the performance of these funds may have very little significance in
terms of the performance of the Trust, as each is traded pursuant to materially
different strategies.
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 STRATEGIES THAT ARE MATERIALLY
DIFFERENT FROM THE TRUST. 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.
-85-
<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: $57.6 million
CURRENT CAPITALIZATION: $57.7 million
WORST MONTHLY DRAWDOWN: (6.22)% (4/98)
WORST PEAK-TO-VALLEY DRAWDOWN: (12.94)% (7/94-1/95)
1998 COMPOUND RATE OF RETURN: 8.55%
1997 COMPOUND RATE OF RETURN: 8.68%
1996 COMPOUND RATE OF RETURN: 20.08%
1995 COMPOUND RATE OF RETURN: 23.04%
1994 COMPOUND RATE OF RETURN: (6.93)%
-------------
DECEMBER 31, 1998 VALUE OF INITIAL $1,000 UNIT: $5,080.17
------------------------------
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: $12.1 million
WORST MONTHLY DRAWDOWN: (7.43)% (5/97)
WORST PEAK-TO-VALLEY DRAWDOWN: (17.98)% (7/94-1/95)
1998 COMPOUND RATE OF RETURN: 9.00%
1997 COMPOUND RATE OF RETURN: 5.45%
1996 COMPOUND RATE OF RETURN: 24.64%
1995 COMPOUND RATE OF RETURN: 29.80%
1994 COMPOUND RATE OF RETURN: (13.97)%
-----------
DECEMBER 31, 1998 VALUE OF INITIAL $1,000 UNIT: $2,980.01
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS AND UNDER MATERIALLY
DIFFERENT STRATEGIES THAN DOES THE TRUST.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
-86-
<PAGE>
PERFORMANCE SUMMARIES
OF OTHER CISI-SPONSORED FUNDS
EVEREST FUTURES FUND II, L.P.
TYPE OF POOL: Privately offered, single-advisor
INCEPTION OF TRADING: April 1996
AGGREGATE SUBSCRIPTIONS: $53.3 million
CURRENT CAPITALIZATION: $55.7 million
WORST MONTHLY DRAWDOWN: (9.06)% (5/97)
WORST PEAK-TO-VALLEY DRAWDOWN: (17.43)% (1/98-4/98)
1998 COMPOUND RATE OF RETURN: 4.27%
1997 COMPOUND RATE OF RETURN: 13.16%
1996 COMPOUND RATE OF RETURN: 27.61% (9 months)
---------
DECEMBER 31, 1998 VALUE OF INITIAL $1,000 UNIT: $1,505.62
PURCHASERS OF UNITS WILL ACQUIRE NO INTEREST IN THESE FUNDS
WHICH TRADE IN MATERIALLY DIFFERENT MARKET SECTORS AND UNDER MATERIALLY
DIFFERENT STRATEGIES THAN DOES THE TRUST.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
-87-
<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
(12.94)% (7/94-1/95) (see "IDS Managed Futures, L.P." at page 86) means
that the peak-to-valley drawdown lasted from July 1994 through January 1995
and resulted in a (12.94)% 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 AND UNDER
MATERIALLY DIFFERENT STRATEGIES THAN DOES THE TRUST.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
-88-
<PAGE>
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
JWH GLOBAL TRUST
$102,300,000
UNITS OF BENEFICIAL INTEREST
-------------------------
THIS IS A SPECULATIVE, LEVERAGED INVESTMENT WHICH INVOLVES THE RISK OF LOSS.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
SEE "THE RISKS YOU FACE" BEGINNING AT PAGE 9 IN PART ONE.
-------------------------------------------------------
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE
DOCUMENT AND A STATEMENT OF ADDITIONAL
INFORMATION. THESE PARTS ARE BOUND
TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
-------------------------------------------------------
CARGILL INVESTOR SERVICES, INC. CIS INVESTMENTS, INC.
LEAD SELLING AGENT MANAGING OWNER
-------------------------
<PAGE>
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Futures Markets and Trading Methods. . . . . . . . . . . . . . . . . . . . . . 1
"Blue Sky" Glossary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-------------------
EXHIBITS
Exhibit A: Fourth Amended and Restated
Declaration and Agreement of Trust . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B: Subscription Requirements. . . . . . . . . . . . . . . . . . . . B-1
Exhibit C: Subscription Instructions. . . . . . . . . . . . . . . . . . . . C-1
</TABLE>
-i-
<PAGE>
FUTURES MARKETS AND TRADING METHODS
THE FUTURES AND FORWARD MARKETS
FUTURES AND FORWARD CONTRACTS
Futures contracts in the United States can only be traded on approved
exchanges and call for the future delivery of various commodities. These
contractual obligations may be satisfied either by taking or making physical
delivery or by making an offsetting sale or purchase of a futures contract on
the same exchange.
Forward currency contracts are traded off-exchange through banks or
dealers. In such instances, the bank or dealer generally acts as principal in
the transaction and charges "bid-ask" spreads.
Futures and forward trading is a "zero-sum," risk transfer economic
activity. For every gain there is an equal and offsetting loss.
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 futures are "hedgers"
and "speculators." Hedging is designed to minimize the losses that may occur
because of price changes, for example, between the time a merchandiser contracts
to sell a commodity and the time of delivery. The futures and forward markets
enable the hedger to shift the risk of price changes to the speculator. The
speculator risks capital with the hope of making profits from such changes.
Speculators, such as the Trust, rarely take delivery of the physical commodity
but rather close out their futures positions through offsetting futures
contracts.
EXCHANGES; POSITION AND DAILY LIMITS; MARGINS
Each of the commodity exchanges in the United States has an associated
"clearinghouse." Once trades made between members of an exchange have been
cleared, each clearing broker looks only to the clearinghouse for all payments
in respect of such broker's open positions. The clearinghouse "guarantee" of
performance on open positions does not run to customers. If a member firm goes
bankrupt, customers could lose money.
JWH trades for the Trust on a number of foreign commodity exchanges.
Foreign commodity exchanges differ in certain respects from their United States
counterparts and are not regulated by any United States agency.
The CFTC and the United States exchanges have established "speculative
position limits" on the maximum positions that JWH may hold or control in
futures contracts on certain commodities.
Most United States exchanges limit the maximum change in futures prices
during any single trading day. Once the "daily limit" has been reached, it
becomes very difficult to execute trades. Because these limits apply on a day-
to-day basis, they do not
-1-
<PAGE>
limit ultimate losses, but may reduce or eliminate liquidity.
When a position is established, "initial margin" is deposited. On most
exchanges, at the close of each trading day "variation margin," representing the
unrealized gain or loss on the open positions, is either credited to or debited
from a trader's account. If "variation margin" payments cause a trader's
"initial margin" to fall below "maintenance margin" levels, a "margin call" is
made, requiring the trader to deposit additional margin or have his position
closed out.
TRADING METHODS
Managed futures strategies are generally classified as either (i)
systematic or discretionary; and (ii) technical or fundamental.
SYSTEMATIC AND DISCRETIONARY TRADING APPROACHES
A systematic trader relies on trading programs or models to generate
trading signals. Discretionary traders make trading decisions on the basis of
their own judgment.
Each approach involves 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 signaled by a system.
TECHNICAL AND FUNDAMENTAL ANALYSIS
Technical analysis operates on the theory that market prices, momentum and
patterns at any given point in time reflect all known factors affecting the
supply and demand for a particular commodity. Consequently, technical analysis
focuses on market data as the most effective means of attempting to predict
future prices.
Fundamental analysis, in contrast, focuses on the study of factors external
to the markets, for example: weather, the economy of a particular country,
government policies, domestic and foreign political and economic events, and
changing trade prospects. Fundamental analysis assumes that markets are
imperfect and that market mispricings can be identified.
TREND-FOLLOWING
Trend-following advisors try to take advantage of major price movements, in
contrast with traders who focus on making many small profits on short-term
trades or through relative value positions. Trend-following traders assume that
most of their trades will be unprofitable. They look for a few large profits
from big trends. During periods with no major price movements, a
trend-following trading advisor is likely to have big losses.
RISK CONTROL TECHNIQUES
Trading advisors often adopt risk management principles. Such principles
typically restrict the size of positions taken as well as establishing stop-loss
points at which losing positions must be liquidated. However, no risk control
technique can assure that big losses will be avoided.
THE JWH PROGRAMS ARE SYSTEMATIC, TECHNICAL AND TREND-FOLLOWING.
-2-
<PAGE>
"BLUE SKY" GLOSSARY
THE FOLLOWING DEFINITIONS ARE INCLUDED IN THIS APPENDIX II IN
COMPLIANCE WITH THE REQUIREMENTS OF VARIOUS STATE SECURITIES ADMINISTRATORS WHO
REVIEW PUBLIC FUTURES FUND OFFERINGS FOR COMPLIANCE WITH THE "GUIDELINES FOR THE
REGISTRATION OF COMMODITY POOL PROGRAMS" STATEMENT OF POLICY PROMULGATED BY THE
NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, INC. THE FOLLOWING
DEFINITIONS ARE REPRINTED VERBATIM FROM SUCH GUIDELINES AND MAY, ACCORDINGLY,
NOT IN ALL CASES BE RELEVANT TO AN INVESTMENT IN THE TRUST.
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 of the Trust
divided by the number of Units 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.
-3-
<PAGE>
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 Interests under
federal and state law, including taxes and fees, and 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.
-4-
<PAGE>
EXHIBIT A
JWH GLOBAL TRUST
FOURTH AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST
DATED AS OF JUNE 5, 1998
<PAGE>
JWH GLOBAL TRUST
FOURTH AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
1. Declaration of Trust. . . . . . . . . . . . . . . . . . . . . . . A-1
2. The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
(a) Term; Resignation. . . . . . . . . . . . . . . . . . . . . . A-1
(b) Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
(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-3
3. Principal Office. . . . . . . . . . . . . . . . . . . . . . . . . A-3
4. Business .. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
5. Term, Dissolution, Fiscal Year and Net Asset Value. . . . . . . . A-4
(a) Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
(b) Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . A-4
(c) Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . A-4
(d) Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . A-4
6. Net Worth of Managing Owner . . . . . . . . . . . . . . . . . . . A-5
7. Capital Contributions; Units; Managing Owner's Liability . . . . A-5
(a) Capital Contributions; Units . . . . . . . . . . . . . . . . A-5
(b) Managing Owner's Liability . . . . . . . . . . . . . . . . . A-5
8. Allocation of Profits and Losses. . . . . . . . . . . . . . . . . A-5
(a) Capital Accounts and Allocations . . . . . . . . . . . . . . A-5
(b) Allocation of Profit and Loss for Federal Income
Tax Purposes . . . . . . . . . . . . . . . . . . . . . . . . A-6
(c) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
(d) Limited Liability of Unitholders . . . . . . . . . . . . . . A-8
(e) Return of Capital Contributions. . . . . . . . . . . . . . . A-8
9. Management of the Trust . . . . . . . . . . . . . . . . . . . . . A-8
(a) Authority of the Managing Owner. . . . . . . . . . . . . . . A-8
(b) Fiduciary Duties . . . . . . . . . . . . . . . . . . . . . . A-9
(c) Loans; Investments . . . . . . . . . . . . . . . . . . . . . A-9
(d) Certain Conflicts of Interest Prohibited . . . . . . . . . . A-9
(e) Certain Agreements . . . . . . . . . . . . . . . . . . . . . A-10
(f) Prohibition on "Pyramiding". . . . . . . . . . . . . . . . . A-10
(g) Freedom of Action. . . . . . . . . . . . . . . . . . . . . . A-10
10. Audits and Reports to Unitholders . . . . . . . . . . . . . . . . A-10
11. Assignability of Units. . . . . . . . . . . . . . . . . . . . . . A-11
12. Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
13. Offering of Units . . . . . . . . . . . . . . . . . . . . . . . . A-13
14. Additional Offerings. . . . . . . . . . . . . . . . . . . . . . . A-13
15. Special Power of Attorney . . . . . . . . . . . . . . . . . . . . A-14
16. Withdrawal of a Unitholder. . . . . . . . . . . . . . . . . . . . A-14
17. Benefit Plan Investors. . . . . . . . . . . . . . . . . . . . . . A-14
18. Standard of Liability; Indemnification. . . . . . . . . . . . . . A-15
(a) Standard of Liability for the Managing Owner . . . . . . . . A-15
(b) Indemnification of the Managing Owner by the Trust . . . . . A-15
(c) Indemnification by the Unitholders . . . . . . . . . . . . . A-16
</TABLE>
A-i
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
19. Amendments; Meetings. . . . . . . . . . . . . . . . . . . . . . . A-16
(a) Amendments with Consent of the Managing Owner. . . . . . . . A-16
(b) Amendments and Actions without Consent of the Managing
Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
(c) Meetings; Other. . . . . . . . . . . . . . . . . . . . . . . A-17
(d) Consent by Trustee . . . . . . . . . . . . . . . . . . . . . A-17
20. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
21. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
(a) Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
(b) Binding Effect . . . . . . . . . . . . . . . . . . . . . . . A-17
(c) Captions . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
22. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . A-18
23. No Legal Title to Trust Estate. . . . . . . . . . . . . . . . . . A-19
24. Legal Title . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
25. Creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19
</TABLE>
Testimonium
Signatures
A-ii
<PAGE>
JWH GLOBAL TRUST
FOURTH AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST
This FOURTH 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 5th day of June, 1998 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 Third 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.
(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
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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 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;
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(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, 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
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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 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
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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.
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
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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 following month-end Net Asset Value per
Unit in an amount equal to the difference between the adjustment to the such
Unitholder's Units at the Primary Brokerage Fee Rate and the adjustment to the
such Unitholder's Units that would have been made under the applicable Special
Brokerage Fee Rate (the "Brokerage Fee Excess"). The foregoing allocation of
additional Units shall be used solely as a means of efficiently accounting for
the Special Brokerage Fee Rate while preserving a uniform Net Asset Value per
Unit. To the extent Units are not available to be purchased with the Brokerage
Fee Excess as of such date, the Brokerage Fee Excess shall be distributed to the
Unitholder no later than 15 days after such month-end.
(b) ALLOCATION OF PROFIT AND LOSS FOR FEDERAL INCOME TAX PURPOSES. As of
the end of each fiscal year, the Trust's income and expense and capital gain or
loss shall be allocated among the Unitholders (including the Managing Owner on a
Unit-equivalent basis) pursuant to the following provisions of this Section 8(b)
for federal income tax purposes. Allocations of profit and loss shall be PRO
RATA from net capital gain or loss and net ordinary income or loss realized by
the Trust unless allocation of items of gain or income or loss or expense are
necessary to satisfy the requirements in Sections 8(b)(1)(B) and 8(b)(1)(D) that
sufficient profit and loss be allocated to tax accounts such that tax accounts
attributable to redeemed Units equal distributions in redemption of such Units.
Notwithstanding the foregoing requirement that annual allocations of profit and
loss be PRO RATA from capital and ordinary income, gain, loss and expense,
adjustments to such allocations shall be made to reflect the extent to which
income or expense is otherwise determined and periodically allocated to the
Unitholders, and such periodic allocations and adjustment shall be determined in
a manner that in the judgment of the Managing Owner is consistent with the
intent of this Section 8(b).
(1) Trust profit and loss shall be allocated as follows:
(A) For the purpose of allocating profit or loss among the Unitholders,
there shall be established a tax account with respect to each outstanding Unit
and with respect to the Managing Owner. The initial balance of each tax account
shall be the amount contributed to the Trust for each Unit and the amount
contributed by the Managing Owner. As of the end of each of the first sixty
months after the Trust begins operations, the balance of such tax account shall
be reduced by each Unit's allocable share of the amount of organizational and
initial offering cost reimbursements amortized as of the end of such month by
the Trust, as provided in Section 8(c). As of the end of each month after the
Trust begins operations, the balance of such tax account shall be further
reduced by each Unit's allocable share of any amount payable by the Trust in
respect of that month for the costs of the ongoing offering of Units. The
adjustment to reflect the amortization of organizational and initial offering
cost reimbursements as well as ongoing offering costs shall be made prior to the
following allocations of Trust profit and loss (and shall be taken into account
in making such allocations). Tax accounts shall be adjusted as of the end of
each fiscal year and as of the date a Unitholder redeems any Units as follows:
(i) Each tax account shall be increased by the amount of profit
allocated to the Unitholder pursuant to Section 8(b)(1)(B) and 8(b)(1)(C)
below.
(ii) Each tax account shall be decreased by the amount of loss
allocated to the Unitholder pursuant to Section 8(b)(1)(D) and 8(b)(1)(E)
below and by the amount of any distributions the Unitholder has received
with respect to such Unit.
(iii) When a Unit is redeemed, the tax account attributable to such
Unit (determined after making all allocations set forth in Section 8(b))
shall be eliminated.
(B) Profits shall be allocated first to each Unitholder who has redeemed
any Units during the fiscal year up to the excess, if any, of the amount
received upon redemption of the Units over the amount in the Unitholder's tax
account attributable to the redeemed Units.
(C) Profit remaining after the allocation thereof pursuant to Section
8(b)(1)(B) shall be allocated next among all Unitholders who hold Units
outstanding at the end of the applicable fiscal year whose capital accounts with
respect to such Units are in excess of their tax accounts in the ratio that each
such Unitholder's excess bears to all such Unitholders' excesses. Profit
remaining after the allocation described in the preceding sentence shall be
allocated among all Unitholders in proportion to their holdings of outstanding
Units.
(D) Loss shall be allocated first to each Unitholder who has redeemed any
Units during the fiscal year up to the excess, if any, of the amount in such
Unitholder's tax account attributable to the redeemed Units over the amount
received upon redemption of the Units.
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(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 (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
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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 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
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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 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;
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no broker may pay, directly or indirectly, rebates or give-ups to any trading
advisor, manager or joint venturer, or to the Managing Owner or any of its
affiliates; and such prohibitions may not be circumvented by any reciprocal
business arrangements. No trading advisor shall be affiliated with the Trust's
commodity broker or any of its affiliates.
(e) CERTAIN AGREEMENTS. Any agreements between the Trust and the Managing
Owner or any affiliate of the Managing Owner, or a trading advisor, shall be
terminable by the Trust, without penalty, on no more than 60 days' written
notice.
In addition to any specific contract or agreements described herein, the
Trust and the Managing Owner on behalf of the Trust may enter into any other
contracts or agreements specifically described in or contemplated by the
Prospectus without any further act, approval or vote of the Unitholders,
notwithstanding any other provisions of this Declaration and Agreement of Trust,
the Act or any applicable laws, rules or regulations; provided, however, any
material change in the Trust's basic investment policies or structure shall
require the approval of Unitholders owning more than 50% of the Units then
outstanding and the Managing Owner shall notify Unitholders of any material
changes relating to the Trust as provided in Section 10 hereof.
The Managing Owner shall not enter into any advisory agreement with any
trading advisor that does not satisfy the relevant experience requirements under
the NASAA Guidelines (I.E., a minimum of three years' experience in the managed
futures industry).
The maximum period covered by any contract entered into by the Trust,
except for the various provisions of the Selling Agreement which survive the
final closing of the sale of the Units, shall not exceed one year.
The Managing Owner is hereby specifically authorized (i) to enter into,
deliver and perform on behalf of the Trust the Trading Advisory Agreement,
Selling Agreement on the terms described in the Prospectus, (ii) to enter into,
deliver and perform on behalf of the Trust, as the case may be, the Escrow
Agreement, the Customer Agreement, the Foreign Exchange Account Agreement, the
Cash Bullion Account Agreement and the Transfer Agent Agreement as referred to
in the Prospectus, (iii) to consent, at its sole discretion, to the selection
and appointment by CIS, in its capacity as the Trust Lead Selling Agent, of one
or more Wholesalers, Additional Selling Agents and Correspondents as described
in the 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
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estimate (calculated as accurately as may be reasonably practicable) of the
round-turn equivalent brokerage commission rate paid by the Trust during the
preceding year (including forward contracts on a futures-equivalent basis for
purposes of such calculation).
Unitholders or their duly authorized representatives may inspect the books
and records of the Trust, (which do not include records of the Trust's trades)
during normal business hours upon reasonable written notice to the Managing
Owner and obtain copies of such records upon payment of reasonable reproduction
costs; provided, however, that upon request by the Managing Owner, the
requesting Unitholder shall represent that the inspection and/or copies of such
records will not be used for commercial purposes unrelated to such Unitholder's
interest as a beneficial owner of the Trust. The Managing Owner shall have the
right to keep confidential from the Unitholders, for such period of time as the
Managing Owner deems reasonable, any information that the Managing Owner
reasonably believes to be in the nature of trade secrets or other information
the disclosure of which the Managing Owner in good faith believes is not in the
best interest of the Trust or could damage the Trust or its business or which
the Trust is required by law or by agreement with a third party to keep
confidential.
The Managing Owner shall calculate the Net Asset Value per Unit on a
monthly basis and sell and redeem Units at Net Asset Value.
The Managing Owner shall notify the Unitholders of (i) changes to the
trading method of the Trust's trading advisor which the Managing Owner believes
to be material, (ii) changes in Brokerage Fees, Incentive Fee or other fees paid
by the Trust or (iii) material changes in the basic investment policies or
structure of the Trust. The Managing Owner shall so notify Unitholders, by
certified mail or other means of notification providing for evidence of
delivery, prior to any such change. Such notification shall set forth the
Unitholders' voting and redemption rights. The Managing Owner will send written
notice to each Unitholder within seven days of any decline in the Net Asset
Value per Unit to 50% or less of such value as of the previous month-end. Any
such notice shall contain a description of the Unitholders' voting and
redemption rights. The Trust shall pay the cost of any notification delivered
pursuant to this paragraph.
The Managing Owner shall prepare or cause to be prepared and shall file on
or before the due date (or any extension thereof) any federal, state or local
tax returns required to be filed by the Trust. The Managing Owner shall cause
the Trust to pay any taxes payable by the Trust; provided, however, that such
taxes need not be paid if the Managing Owner or the Trust is in good faith and
by appropriate legal proceedings contesting the validity, applicability or
amount thereof, and such contest does not materially endanger any right or
interest of the Trust.
The Managing Owner shall maintain and preserve all required records
relating to the Trust for a period of not less than six years from the receipt
of such records.
In particular, and not by way of limitation, the Managing Owner will retain
all Subscription Agreement and Power of Attorney Signature Pages submitted by
persons admitted as Unitholders, and all other records necessary to substantiate
that Units are sold only to purchasers for whom the Units are a suitable
investment, for at least six years after Units are sold to such persons.
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
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discretion, waive any such notice. No such assignee, except with the consent of
the Managing Owner, may become a substituted Unitholder, nor will the estate or
any beneficiary of a deceased Unitholder or assignee have any right to redeem
Units from the Trust except by redemption as provided in Section 12 hereof. The
Managing Owner's consent is required for the admission of a substituted
Unitholder, and the Managing Owner intends to so consent; provided, that the
Managing Owner and the Trust receive an opinion of counsel to the Managing Owner
and of counsel to the Trust that such admission will not adversely affect the
classification of the Trust as a partnership for federal income tax purposes;
and provided further, that an assignee shall not become a substituted Unitholder
without first having executed an instrument reasonably satisfactory to the
Managing Owner accepting and adopting the terms and provisions of this
Declaration and Agreement of Trust, including a Subscription Agreement and Power
of Attorney Signature Page, a counterpart signature page to this Declaration and
Agreement of Trust or other comparable document, and without having paid to the
Trust a fee sufficient to cover all reasonable expenses of the Trust in
connection with its admission as a substituted Unitholder. Each Unitholder
agrees that with the consent of the Managing Owner any assignee may become a
substituted Unitholder without need of the further act or approval of any
Unitholder. If the Managing Owner withholds consent, an assignee shall not
become a substituted Unitholder, and shall not have any of the rights of a
Unitholder, except that the assignee shall be entitled to receive that share of
capital and profits and shall have that right of redemption to which its
assignor would otherwise have been entitled. No assignment, transfer or
disposition of Units shall be effective against the Trust or the Managing Owner
until the last day of the month in which the Managing Owner receives notice of
such assignment, transfer or disposition.
12. REDEMPTIONS.
A Unitholder (including the Managing Owner except to the extent that its
power to redeem is limited by any other provision of this Declaration and
Agreement of Trust) to the extent that it owns Units or any assignee of Units of
whom the Managing Owner has received written notice as described above, may
redeem all or part of its Units, effective as of the close of business (as
determined by the Managing Owner) on the last day of any month, provided, that
(i) all liabilities, contingent or otherwise, of the Trust, except any liability
to Unitholders on account of their capital contributions, have been paid or
there remains property of the Trust sufficient to pay them, (ii) the Unitholder
redeems at least $1,000 of Units, (iii) in the case of partial redemption, such
Unitholder's investment in the Trust after the partial redemption will be at
least $1,000, and (iv) the Managing Owner shall have timely received a request
for redemption (as provided below). If Units are redeemed by a Unitholder at a
time when there is an accrued incentive fee due to the Trust's trading advisor,
the amount of such accrual attributable to the Units being redeemed will be
deducted from the redemption proceeds payable to the redeeming Unitholder and
paid to the Trust's trading advisor. Units redeemed on 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 highest month-end Net Asset Value per
Unit 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
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receive from the Trust an amount equal to the Net Asset Value of its Units,
determined as of the close of business (as determined by the Managing Owner) on
such Special Redemption Date. No redemption charges shall be assessed on any
such Special Redemption Date. As in the case of a regular redemption, an
assignee shall not be entitled to redemption until the Managing Owner has
received written notice as described above of the assignment, transfer or
disposition under which the assignee claims an interest in the Units to be
redeemed. If, after a Special Redemption Date, the Net Assets of the Trust are
at least $1,000,000 and the Net Asset Value per Unit is in excess of $25, the
Trust may, in the discretion of the Managing Owner, resume trading.
The Managing Owner may at any time and in its discretion declare a Special
Redemption Date, should the Managing Owner determine that it is in the best
interests of the Trust to do so. If the Managing Owner declares a Special
Redemption Date, the Managing Owner shall not be required to again call a
Special Redemption Date (whether or not a Special Redemption Date would
otherwise be required to be called as described above); and the Managing Owner
in its notice of a Special Redemption Date may, at its discretion, establish the
conditions, if any, under which other Special Redemption Dates must be called,
which conditions may be determined in the sole discretion of the Managing Owner,
irrespective of the provisions of the preceding paragraph. The Managing Owner
may also, in its discretion, declare additional regular redemption dates for
Units, permit certain Unitholders to redeem at other than at month-end and waive
the notice period otherwise required to effect redemptions.
Redemption payments will be made within ten business days after the
month-end of redemption, except that under special circumstances, including, but
not limited to, inability to liquidate commodity positions as of a redemption
date or default or delay in payments due the Trust from commodity brokers, banks
or other persons or entities, the Trust may in turn delay payment to Unitholders
or assignees requesting redemption of their Units of the proportionate part of
the Net Asset Value of such Units equal to the proportionate part of the Trust's
aggregate Net Asset Value represented by the sums which are the subject of such
default or delay.
The Managing Owner may require a Unitholder to redeem all or a portion of
such Unitholder's Units if the Managing Owner considers doing so to be desirable
for the protection of the Trust, and will use best efforts to do so to 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.
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
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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 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
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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 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
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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.
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
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more than 50% of the Units then owned by Unitholders, the following actions may
be taken with respect to the Trust, irrespective of whether the Managing Owner
concurs: (i) this Declaration and Agreement of Trust may be amended, provided,
however, that approval of all Unitholders shall be required in the case of
amendments changing or altering this Section 19 or extending the term of the
Trust; in addition, reduction of the capital account of any Unitholder or
assignee or modification of the percentage of profits, losses or distributions
to which a Unitholder or an assignee is entitled hereunder shall not be effected
by any amendment or supplement to this Declaration and Agreement of Trust
without such Unitholder's or assignee's written consent; (ii) the Trust may be
dissolved; (iii) the Managing Owner may be removed and replaced; (iv) a new
managing owner or managing owners may be elected if the Managing Owner withdraws
from the Trust; (v) the sale of all or substantially all of the assets of the
Trust may be approved; and (vi) any contract with the Managing Owner or any
affiliate thereof may be disapproved and, as a result, terminated upon 60 days'
notice.
(c) MEETINGS; OTHER. Any Unitholder upon request addressed to the
Managing Owner shall be entitled to obtain from the Managing Owner, upon payment
in advance of reasonable reproduction and mailing costs, a list of the names and
addresses of record of all Unitholders and the number of Units held by each
(which shall be mailed by the Managing Owner to the Unitholder within ten days
of the receipt of the request); provided, that the Managing Owner may require
any Unitholder requesting such information to submit written confirmation that
such information will not be used for commercial purposes. Upon receipt of a
written proposal, signed by Unitholders owning Units representing at least 10%
of all Units then owned by Unitholders, that a meeting of the Trust be called to
vote upon any matter upon which the Unitholders may vote pursuant to this
Declaration and Agreement of Trust, the Managing Owner shall, by written notice
to each Unitholder of record sent by certified mail within 15 days after such
receipt, call a meeting of the Trust. Such meeting shall be held at least 30
but not more than 60 days after the mailing of such notice, and such notice
shall specify the date of, a reasonable place and time for, and the purpose of
such meeting. Such notice shall establish a record date for Units entitled to
vote at the meeting, which shall be not more than 15 days prior to the date
established for such meeting.
The Managing Owner may not restrict the voting rights of Unitholders as set
forth herein.
In the event that the Managing Owner or the Unitholders vote to amend this
Declaration and Agreement of Trust in any material respect, the amendment will
not become effective prior to all Unitholders having an opportunity to redeem
their Units.
(d) CONSENT BY TRUSTEE. The Trustee's written consent to any amendment
of this Declaration and Agreement of Trust shall be required, such consent not
to be unreasonably withheld; provided, however, that the Trustee may, in its
sole discretion, withhold its consent to any such amendment that would adversely
affect any right, duty or liability of, or immunity or indemnity in favor of,
the Trustee under this Declaration and Agreement of Trust or any of the
documents contemplated hereby to which the Trustee is a party, or would cause or
result in any conflict with or breach of any terms, conditions or provisions of,
or default under, the charter documents or by-laws of the Trustee or any
document contemplated hereby to which the Trustee is a party; provided further,
that the Trustee may not withhold consent for any action listed in subsections
19(b)(ii)-(vi). Notwithstanding anything to the contrary contained in this
Declaration and Agreement of Trust, the Trustee may immediately resign if, in
its sole discretion, the Trustee determines that the Unitholders' actions
pursuant to subsections 19(b)(i)-(vi) would adversely affect the Trustee in any
manner.
20. GOVERNING LAW.
The validity and construction of this Declaration and Agreement of Trust
shall be determined and governed by the laws of the State of Delaware without
regard to principles of conflicts of law; provided, that causes of action for
violations of federal or state securities laws shall not be governed by this
Section 20.
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.
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22. CERTAIN DEFINITIONS.
This Declaration and Agreement of Trust contains certain provisions
required by the NASAA Guidelines. The terms used in such provisions are defined
as follows (the following definitions are included VERBATIM from such Guidelines
and, accordingly, may not in all cases be relevant to this Declaration and
Agreement of Trust):
ADMINISTRATOR. The official or agency administering the securities laws
of a state.
ADVISOR. Any Person who for any consideration engages in the business of
advising others, either directly or indirectly, as to the value, purchase, or
sale of Commodity Contracts or commodity options.
AFFILIATE. An Affiliate of a Person means: (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of the
outstanding voting securities of such Person; (b) any Person 10% or more of
whose outstanding voting securities are directly or indirectly owned, controlled
or held with power to vote, by such Person; (c) any Person, directly or
indirectly, controlling, controlled by, or under common control of such Person;
(d) any officer, director or partner of such Person; or (e) if such Person is an
officer, director or partner, any Person for which such Person acts in any such
capacity.
CAPITAL CONTRIBUTIONS. The total investment in a Program by a Participant
or by all Participants, as the case may be.
COMMODITY BROKER. Any Person who engages in the business of effecting
transactions in Commodity Contracts for the account of others or for his or her
own account.
COMMODITY CONTRACT. A contract or option thereon providing for the
delivery or receipt at a future date of a specified amount and grade of a traded
commodity at a specified price and delivery point.
CROSS REFERENCE SHEET. A compilation of the NASAA Guidelines sections,
referenced to the page of the prospectus, Program agreement, or other exhibits,
and justification of any deviation from the NASAA Guidelines.
NET ASSETS. The total assets, less total liabilities, of the Program
determined on the basis of generally accepted accounting principles. Net Assets
shall include any unrealized profits or losses on open positions, and any fee or
expense including Net Asset fees accruing to the Program.
NET ASSET VALUE PER PROGRAM INTEREST. The Net Assets divided by the
number of Program Interests outstanding.
NET WORTH. The excess of total assets over total liabilities as
determined by generally accepted accounting principles. Net Worth shall be
determined exclusive of home, home furnishings and automobiles.
NEW TRADING PROFITS. The excess, if any, of Net Assets at the end of the
period over Net Assets at the end of the highest previous period or Net Assets
at the date trading commences, whichever is higher, and as further adjusted to
eliminate the effect on Net Assets resulting from new Capital Contributions,
redemptions, or capital distributions, if any, made during the period decreased
by interest or other income, not directly related to trading activity, earned on
Program assets during the period, whether the assets are held separately or in a
margin account.
ORGANIZATIONAL AND OFFERING EXPENSES. All expenses incurred by the
Program in connection with and in preparing a Program for registration and
subsequently offering and distributing it to the public, including, but not
limited to, total underwriting and brokerage discounts and commissions
(including fees of the underwriters' attorneys), expenses for printing,
engraving, mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holders, depositories,
experts, expenses of qualification of the sale of its Program Interest under
federal and state law including taxes and fees, accountants' and attorneys'
fees.
PARTICIPANT. The holder of a Program Interest.
PERSON. Any natural Person, partnership, corporation, association or
other legal entity.
PIT BROKERAGE FEE. Pit Brokerage Fee shall include floor brokerage,
clearing fees, National Futures Association fees, and exchange fees.
PROGRAM. A limited partnership, joint venture, corporation, trust or
other entity formed and operated for the purpose of investing in Commodity
Contracts.
PROGRAM BROKER. A Commodity Broker that effects trades in Commodity
Contracts for the account of a Program.
PROGRAM INTEREST. A limited partnership interest or other security
representing ownership in a Program.
PYRAMIDING. A method of using all or a part of an unrealized profit in a
Commodity Contract position to provide margin for any additional Commodity
Contracts of the same or related commodities.
SPONSOR. Any Person directly or indirectly instrumental in organizing a
Program or any Person who will manage or participate in the management of a
Program,
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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.
IN WITNESS WHEREOF, the undersigned have duly executed this Fourth 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: /s/ Emmett R. Harman
---------------------
Name: Emmett R. Harmon
Title: Vice President
CIS INVESTMENTS, INC.
as Managing Owner
By: /s/ Barbara A. Pfendler
-----------------------
Name: Barbara A. Pfendler
Title: Vice President
All Unitholders now and hereafter admitted as Unitholders of the Trust,
pursuant to powers of attorney now and hereafter executed in favor of, and
granted and delivered to, the Managing Owner.
By: CIS INVESTMENTS, INC.
as Attorney-in-Fact
By: /s/ Barbara A. Pfendler
-----------------------
Name: Barbara A. Pfendler
Title: Vice President
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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 current PROSPECTUS (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.
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
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<PAGE>
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.
13. Oregon -- 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.
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.
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EXHIBIT C
JWH GLOBAL TRUST
____________________
SUBSCRIPTION INSTRUCTIONS
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 ACCOUNT STATEMENT 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 sign the Subscription Agreement
and Power of Attorney Signature Page. Joint accounts
must include 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.
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THE EXECUTION COPY OF THE SUBSCRIPTION AGREEMENT AND POWER EXHIBIT C
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 current Prospectus of the Trust (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. 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 derives from a business initiated
in and concluded in the United States of America and 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) YOU COULD LOSE ALL OR SUBSTANTIALLY ALL OF YOUR INVESTMENT IN THE
TRUST; (ii) THE TRUST IS SPECULATIVE AND IT TAKES POSITIONS WITH TOTAL VALUES
THAT ARE BIGGER THAN THE TOTAL AMOUNT OF THE TRUST'S ASSETS; THE FACE VALUE OF
THE TRUST'S POSITIONS TYPICALLY RANGE FROM THREE TO EIGHT TIMES ITS AGGREGATE
NET ASSET VALUE; (iii) PERFORMANCE HAS BEEN VOLATILE; THE NET ASSET VALUE PER
UNIT HAS FLUCTUATED ALMOST 11% IN A SINGLE MONTH; (iv) THE USE OF A SINGLE
ADVISOR APPLYING A LIMITED NUMBER OF GENERALLY SIMILAR TRADING PROGRAMS
DECREASES DIVERSIFICATION RELATIVE TO A FUND USING MULTIPLE ADVISORS AND
INCREASES RISK; (v) SUBSTANTIAL EXPENSES, TOTALLING ALMOST 12.5% PER ANNUM, MUST
BE OFFSET BY TRADING PROFITS AND INTEREST INCOME; (vi) THERE IS NO MARKET FOR
THE UNITS; UNITS MAY ONLY BE REDEEMED AS OF THE END OF A CALENDAR MONTH SUBJECT
TO A 3% REDEMPTION CHARGE THROUGH THE END OF THE ELEVENTH MONTH AFTER ISSUANCE;
(vii) THE TRUST TRADES TO A SUBSTANTIAL DEGREE ON NON-U.S. MARKETS WHICH ARE NOT
SUBJECT TO THE SAME DEGREE OF REGULATION AS U.S. MARKETS; (viii) INVESTORS ARE
REQUIRED TO MAKE REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH THEIR
INVESTMENT; (ix) EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO DISCUSS THE
INVESTMENT WITH HIS/HER INDIVIDUAL FINANCIAL, LEGAL AND TAX ADVISER.
See "The Risks You Face" beginning at page 9 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.
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<PAGE>
JWH GLOBAL TRUST
UNITS OF BENEFICIAL INTEREST
SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY SIGNATURE PAGE
(See attached Subscription Instructions)
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.
The named investor further acknowledges receipt of the current Prospectus of the
Trust (the "Prospectus"), together with a recent Account Statement relating to
the Trust (current within 60 calendar days) and the Trust's most recent Annual
Report if not included in the Prospectus. The Prospectus includes the Trust's
Declaration and Agreement of Trust, Subscription Requirements and Subscription
Agreement and Power of Attorney, the terms of which govern the investment in the
Units being subscribed for hereby.
By my signature below, I represent that I satisfy the minimum income and net
worth standards set forth in Exhibit B to the Prospectus.
<TABLE>
<S><C>
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 / / Community Property / / Partnership
/ / Joint Tenants with Right of Survivorship / / Estate / / UGMA/UTMA (Minor)
/ / Tenants in Common / / Trust / / Corporation
Non-Taxable Investors (check one):
/ / IRA / / Pension / / Profit Sharing / / Other _____________________________________
/ / Roth IRA / / SEP / / Defined Benefit
/ / IRA Rollover
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
</TABLE>
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.
<TABLE>
<S><C>
8) Custodian Information |__|__| -|__|__|__|__|__|__|__| |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|___|__|__|__|
Tax ID# Name
Mailing Address |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__| __|__|__|__|__|__|__|__|__|__|__|__|__|
Street
|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
City State Zip Country Phone
</TABLE>
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<PAGE>
9) INVESTOR(S) MUST SIGN
______________________________ ____________________________________________
Signature Date Signature of Authorized Fiduciary, Date
Trustee, Partner or Corporate
Office
______________________________ ____________________________________________
Signature of Joint Print Name of Authorized Fiduciary, Date
Investor (if any) Date Trustee, 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 suitability characteristics.
The Registered Representative MUST sign below in order to substantiate
compliance with Rule 2810 of the NASD (formerly Appendix F of the NASD's Rules
of Fair Practice).
X____________________________________ X____________________________________
Registered Representative Date Office Manager Signature Date
Signature (if required)
<TABLE>
<S><C>
11) Broker Dealer |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Registered Representative:
Name (Print) |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
First M.I. Last Reg. Rep. Number
Address |__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|__|
Street City State Zip
Phone Number |__|__|__|__|__|__|__|__|__|__|__|__|__|__| Fax Number |__|__|__|__|__|__|__|__|__|__|__|__|__|__|
</TABLE>
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JWH GLOBAL TRUST
UNITS OF BENEFICIAL INTEREST
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 twelfth 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.
C-4
<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
___________________________________________________
Individual Unitholder(s)/Custodian Signature
C-5
<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 updating the Prospectus and preparing and
filing this Post-Effective Amendment No. 2 to the Registration Statement. The
Trust will pay all such costs:
<TABLE>
<CAPTION>
Approximate
Amount
---------------
<S> <C>
Printing Expenses . . . . . . . . . . . . . . . . $100,000
Fees of Certified Public Accountants. . . . . . . 15,000
Blue Sky Expenses (Excluding Legal Fees). . . . . 15,000
Fees of Counsel . . . . . . . . . . . . . . . . . 70,000
Escrow Fees . . . . . . . . . . . . . . . . . . . 20,000
Advertising and Sales Literature 20,000
Miscellaneous Offering Costs. . . . . . . . . . . 10,000
--------
Total. . . . . . . . . . . . . . . . . . . . $250,000
--------
--------
</TABLE>
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. Recent Sales of Unregistered Securities.
On November 12, 1996, the Registrant sold one Unit of Beneficial
Interest each to certain individuals to permit the formation of the Registrant.
This transactions was exempt under Section 4(2) of the Securities Act of 1933,
and no selling compensation was paid.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
The following documents are made a part of this Registration Statement:
(a) Exhibits.
Exhibit
Number Description of Document
------ -----------------------
3.01 Fourth 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).
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 August 19, 1997 with Registrant's
Registration Statement on Form S-1 (Reg. No. 333-33937).
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).
10.02 Form of Amended Escrow Agreement among the Registrant, The
First National Bank of Chicago, the Managing Owner and the
Lead Selling Agent.
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.
II-2
<PAGE>
10.01 Form of Trading Advisory Agreement among the Registrant, the
Managing Owner, CIS and JWH.
10.02 Form of Customer Agreement between the Registrant and CIS.
10.03 Form of Foreign Exchange Account Agreement between the
Registrant and CIS Financial Services, Inc. ("CISFS").
10.04 Form of Cash Bullion Account Agreement between the
Registrant and CISFS.
10.06 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
II-3
<PAGE>
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any such
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or Registration Statement Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago in the State of Illinois on February 25, 1999.
JWH GLOBAL TRUST
By: CIS Investments, Inc., Managing Owner
By:/s/ Bernard W. Dan
------------------------------
Bernard W. Dan
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Registration Statement Amendment has been signed below
by the following persons on behalf of CIS Investments, Inc., the Managing Owner
of the Registrant, in the capacities indicated on February 25, 1999.
/s/ Bernard W. Dan President and Director
- ---------------------------
Bernard W. Dan (Principal Executive Officer)
/s/ Richard A. Driver Treasurer and Director
- ---------------------------
Richard A. Driver (Principal Financial and Accounting Officer)
/s/ Barbara A. Pfendler Vice President and Director
- ---------------------------
Barbara A. Pfendler
(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/ Bernard W. Dan
-------------------------------
Bernard W. Dan
President
II-5
<PAGE>
JWH GLOBAL TRUST
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------ -----------------------
<C> <S>
3.01 Fourth 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).
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
</TABLE>
<PAGE>
SIDLEY & AUSTIN
EXHIBIT 5.01(a)
[LETTERHEAD]
February 25, 1999
CIS Investments, Inc.
Managing Owner of
JWH Global Portfolio Trust
233 South Wacker Drive
Chicago, Illinois 60606
Dear Madam or Sir:
We refer to Post-Effective Amendment No. 2 to the Registration
Statement on Form S-1 (Reg. No. 333-33937), 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
February 26, 1999 (the "Registration Statement").
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.
June 4, 1998
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, P.A.]
February 26, 1999
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
February 26, 1999
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 "Initial Registration Statement") on
Form S-1 (Registration No. 333-33937), filed by the Trust with the Securities
and Exchange Commission on August 19, 1997, as amended by Amendment No. 1 to
the Initial Registration Statement, as filed by the Trust with the Securities
and Exchange Commission (the "SEC") on September 26, 1997 (the "Pre-Effective
Amendment"), Post-Effective Amendment No. 1 to the Initial Registration
Statement, including a related preliminary prospectus (the "Prospectus"), as
filed by the Trust with the SEC on June 5, 1998 ("Post-Effective Amendment
No. 1"), and Post-Effective Amendment No. 2 to the Initial Registration
Statement, including the Prospectus, as proposed to be filed by the Trust
with the SEC on or about February 26, 1999 ("Post-Effective Amendment No. 2")
(the Initial Registration Statement, as amended by the Pre-Effective
Amendment, Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2,
is hereinafter referred to as the "Registration Statement");
(f) The Second Amended and Restated Declaration and Agreement of Trust of
the Trust, dated as of May 30, 1997;
(g) The Third Amended and Restated Declaration and Agreement of Trust of
the Trust, dated as of September 25, 1997;
(h) The Fourth Amended and Restated Declaration and Agreement of Trust of
the Trust, dated as of June 5, 1998 (the "Agreement"), attached to the
Prospectus as Exhibit A;
(i) 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; and
(j) A Certificate of Good Standing for the Trust, dated February 26, 1999,
obtained from the Secretary of State.
<PAGE>
CIS Investments, Inc.,
Managing Owner of JWH Global Trust
February 26, 1999
Page 3
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 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. Section 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, (v) that any amendment or
restatement of any document reviewed by us has been accomplished in accordance
with, and was permitted by, the relevant provisions of said document prior to
such amendment or restatement, and (vi) the capacity of natural
<PAGE>
CIS Investments, Inc.,
Managing Owner of JWH Global Trust
February 26, 1999
Page 4
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
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
<PAGE>
CIS Investments, Inc.,
Managing Owner of JWH Global Trust
February 26, 1999
Page 5
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 SEC 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 SEC. 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 "Lawyers; Accountants" 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 Act of 1933
or the rules and regulations of the SEC 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, P.A.
<PAGE>
SIDLEY & AUSTIN EXHIBIT 8.01
[LETTERHEAD]
February 25, 1999
CIS Investments, Inc.
Managing Owner of
JWH Global Trust
233 South Wacker Drive
Suite 2300
Chicago, Illinois 60606
Re: POST-EFFECTIVE AMENDMENT NO.2 TO THE REGISTRATION STATEMENT ON
FORM S-1
Dear Sir or Madam:
We have acted as your counsel in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the Registration Statement on Form S-1 (Reg. No. 333-33937) Declared
effective by the Securities and Exchange Commission on September 24, 1997,
Post-Amendment No. 1 thereto declared effective by the Commission on June 26,
1998and Post-Effective Amendment No. 2 thereto filed with the comission on or
about February 26, 1999 (together, the "Registration Statement") relating to
Units of Beneficial Interest ("Units") of JWH Global Trust (the "Trust"), a
Delaware business trust.
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 opinion set forth under the
caption "Tax Consequences" in the Prospectus (the "Prospectus") constituting a
part of the Registration Statement and confirm that it accurately summarizes
(subject to the uncertainties referred to therein) the material aspects of the
federal income tax treatment to a United States individual taxpayer, as of the
date hereof, of an investment in the Trust.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
Exhibit 23.02
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the captions "Performance of the
Trust --Selected Financial Information" and "Lawyers; Accountants" and the use
of our report dated February 5, 1999 with respect to the statements of financial
condition of JWH Global Trust as of December 31, 1998 and 1997 and the related
statements of operations, unitholders' capital, and cash flows for the year
ended December 31, 1998, and to the use of our report dated July 15, 1998 with
respect to the financial statements of CIS Investments, Inc. as of May 31, 1998
and 1997 included in Post-Effective Amendment No. 2 to the Form S-1 Registration
Statement (Reg. No. 333-33937) and related Prospectus of JWH Global Trust.
KPMG LLP
February 26, 1999
Chicago, Illinois
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF FINANCIAL CONDITION FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 90,182,744
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100,133,157
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 100,133,157
<CURRENT-LIABILITIES> 4,660,611
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 95,472,546
<TOTAL-LIABILITY-AND-EQUITY> 100,133,157
<SALES> 0
<TOTAL-REVENUES> 16,869,288
<CGS> 0
<TOTAL-COSTS> 10,468,767
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,400,521
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,400,521
<EPS-PRIMARY> 5.70
<EPS-DILUTED> 5.70
</TABLE>
