Kenmar Global Trust · POS AM · On 4/26/04

Filed On 4/26/04 5:20pm ET   ·   SEC File 333-09898   ·   Accession Number 930413-4-2075

Post-Effective Amendment
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Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                             191  1,025K 
 2: EX-23.01    Consent of Experts or Counsel                          1      4K 
 3: EX-23.05    Consent of Experts or Counsel                          1      6K 

POS AM   ·   Post-Effective Amendment
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2004  

                                                       REGISTRATION NO. 333-9898
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------

 POST-EFFECTIVE AMENDMENT NO. 6 TO

FORM S-1

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

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

  DELAWARE                       6799                      06-642854
(State of Organization)    (Primary Standard Industrial     (I.R.S. Employer    
                              Classification Number)      Identification Number)

 C/O KENMAR ADVISORY CORP.
 TWO AMERICAN LANE
 P.O. BOX 5150
GREENWICH, CONNECTICUT 06831
203/861-1000

 (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices) 

MARK M. ROSSOW
 C/O KENMAR ADVISORY CORP.
 TWO AMERICAN LANE
 P.O. BOX 5150
GREENWICH, CONNECTICUT 06831
203/861-1000

 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

COPIES TO:

    DAVID R. SAWYIER                              MICHAEL J. SCHMIDTBERGER
SIDLEY AUSTIN BROWN & WOOD LLP                    SIDLEY AUSTIN BROWN & WOOD LLP
  BANK ONE PLAZA                                  787 SEVENTH AVENUE
CHICAGO, ILLINOIS 60603                             NEW YORK, NY 10019  

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,  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 462(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 OF 1933 OR UNTIL THIS  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.                                                                  

         PURSUANT TO 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.  333-8869  DECLARED  EFFECTIVE ON
DECEMBER 17, 1996.)                                                             

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 KENMAR GLOBAL TRUST

 CROSS REFERENCE SHEET

                                                        · Enlarge/Download Table

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

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

3.  Summary Information, The Risks You Face and Ratio of                                                                  
      Earnings to Fixed Charges................................ Summary; The Fund and its Objectives; The Risks You Face  

4.  Use of Proceeds............................................ Use of Proceeds                                           

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

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

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

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

9.  Description of Securities to be Registered................. Cover Page; The Fund and Its Objectives;                  
                                                                Redemptions; The Fund and the Trustee                     

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

11. Information with Respect to the Registrant................. Summary; The Risks You Face; The Fund and Its Objectives; 
                                                                Charges; Kenmar Advisory Corp.; Conflicts of Interest; The
                                                                Fund and the Trustee; Investment Factors; Index to        
                                                                Financial Statements                                      
12. Disclosure of Commission Position on Indemnification for                                                              
      Securities Act Liabilities............................... Not Applicable                                            

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PART ONE - DISCLOSURE DOCUMENT
 KENMAR GLOBAL TRUST

UNITS OF BENEFICIAL INTEREST

THE OFFERING                                                                    

Kenmar Global Trust (the "Fund") trades  speculatively in U.S. and international
futures  and  forward  contracts,  which are  instruments  designed  to hedge or
speculate in various interest rates, commodities,  currencies, stock indices and
other financial instruments.                                                    

Kenmar Advisory Corp.  manages the Fund's trading by allocating its assets among
multiple  commodity  trading advisors using different  trading  strategies.  The
Fund's objective is to achieve significant profits while controlling performance
volatility and the risk of loss.                                                

Units of beneficial interest are issued as of the beginning of each month. Units
may be  redeemed  as of the last day of each  month,  beginning  with the  first
month-end  following their sale.  Effective June 1, 2004,  Units redeemed on the
1st  month-end  through  the 3rd  month-end  after  sale are  subject  to a 3.5%
redemption charge, Units redeemed on the 4th month-end through the 6th month-end
after sale are subject to a 2.625% redemption charge,  Units redeemed on the 7th
month-end through the 9th month-end after sale are subject to a 1.75% redemption
charge and Units redeemed on the 10th month-end through the 12th month-end after
sale are subject to a 0.875% redemption charge. After the end of the 12th month,
there will be no charge for redemption.                                         

Units  purchased  from March 1 through and  including May 1, 2004 are subject to
the  same  redemption  fee  schedule  described  in  the  immediately  preceding
paragraph,  except  that such Units are  subject to a 3%  redemption  charge for
Units redeemed on the 1st month-end through the 3rd month-end after sale.       

Units purchased prior to March 1, 2004, remain subject to redemption charges and
may only be  redeemed  beginning  on or after the end of the sixth  month  after
sale.  Through  the end of the twelfth and  eighteenth  full months  after their
sale,  Units  purchased  prior to March 1, 2004 will be  subject  to  redemption
charges equal to 3% and 2%, respectively,  of the Net Asset Value per Unit as of
the date of redemption.                                                         

The Selling Agents will use their best efforts to sell the Units offered.       

THE RISKS                                                                       

THESE ARE SPECULATIVE SECURITIES. BEFORE YOU DECIDE WHETHER TO INVEST, READ THIS
ENTIRE PROSPECTUS  CAREFULLY AND CONSIDER "THE RISKS YOU FACE" BEGINNING ON PAGE
10.                                                                             

     o    THE FUND IS  SPECULATIVE  AND LEVERAGED.  THE FUND  TYPICALLY  COMMITS
BETWEEN 10% AND 20% OF ITS ASSETS AS MARGIN FOR ITS TRADING.

     o    PERFORMANCE  CAN BE  VOLATILE.  THE  NET  ASSET  VALUE  PER  UNIT  HAS
FLUCTUATED IN A SINGLE MONTH AS MUCH AS 13.2%.              

     o    YOU COULD  LOSE ALL OR  SUBSTANTIALLY  ALL OF YOUR  INVESTMENT  IN THE
FUND.                                                       

     o    CERTAIN GENERAL TYPES OF MARKET CONDITIONS -- IN PARTICULAR, TRENDLESS
          PERIODS  WITHOUT  MAJOR PRICE  MOVEMENTS --  SIGNIFICANTLY  REDUCE THE
POTENTIAL FOR CERTAIN ADVISORS TO TRADE SUCCESSFULLY.       

     o    NO SECONDARY  MARKET EXISTS FOR THE UNITS AND  REDEMPTIONS ARE LIMITED
AND MAY RESULT IN REDEMPTION CHARGES.                       

     o    SUBSTANTIAL  EXPENSES  MUST BE OFFSET BY TRADING  PROFITS AND INTEREST
          INCOME.  THE FUND MUST GENERATE  TRADING  PROFITS OF 11.65% PER ANNUM,
BEFORE ANY APPLICABLE REDEMPTION CHARGE, TO BREAK EVEN.     

     o    A SUBSTANTIAL  PORTION OF THE TRADES EXECUTED FOR THE FUND TAKES PLACE
          ON FOREIGN EXCHANGES. NO U.S. REGULATORY AUTHORITY OR EXCHANGE HAS THE
          POWER TO COMPEL  THE  ENFORCEMENT  OF THE RULES OF A FOREIGN  BOARD OF
TRADE OR ANY APPLICABLE FOREIGN LAWS.                       

MINIMUM INVESTMENT                                                              

   REGULAR ACCOUNTS:      IRAS, OTHER TAX-EXEMPT ACCOUNTS,
                  AND EXISTING  INVESTORS:
$5,000                 $2,000                       

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

Investors are required to make representations and warranties in connection with
their  investments.  Each investor is encouraged to discuss this investment with
his/her individual financial and tax advisers.                                  

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

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.                                                          

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

 KENMAR ADVISORY CORP.
MANAGING OWNER

MAY [__], 2004
 (NOT FOR USE AFTER FEBRUARY [__], 2005)

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COMMODITY FUTURES TRADING COMMISSION
 RISK DISCLOSURE STATEMENT

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

       FURTHER,  COMMODITY  POOLS MAY BE  SUBJECT  TO  SUBSTANTIAL  CHARGES  FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE  SUBSTANTIAL  TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS.  THIS  DISCLOSURE  DOCUMENT  CONTAINS A
COMPLETE  DESCRIPTION  OF EACH  EXPENSE TO BE CHARGED THIS POOL AT PAGE 31 AND A
STATEMENT OF THE PERCENTAGE  RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER
THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE7.                                

       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 10 THROUGH 15.                             

       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.                                                                    

REGULATORY NOTICES

       THIS PROSPECTUS MUST BE ACCOMPANIED BY: (1) THE PROSPECTUS SUPPLEMENT, IF
ANY,  CONTAINING  CERTAIN  INFORMATION  REGARDING THE CURRENT ADVISORS;  AND (2)
SUMMARY FINANCIAL INFORMATION FOR THE FUND CURRENT WITHIN 60 CALENDAR DAYS.     

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

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

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

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

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NOTES TO COVER PAGE (CONT'D)                                                    

       THE BOOKS AND  RECORDS OF THE FUND WILL BE  MAINTAINED  AT ITS  PRINCIPAL
OFFICE, TWO AMERICAN LANE, GREENWICH,  CONNECTICUT 06831; TELEPHONE NUMBER (203)
861-1000. UNITHOLDERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE
ACCESS TO AND COPY (UPON  PAYMENT OF REASONABLE  REPRODUCTION  COSTS) SUCH BOOKS
AND  RECORDS IN PERSON OR BY THEIR  AUTHORIZED  ATTORNEY  OR AGENT.  EACH MONTH,
KENMAR WILL DISTRIBUTE REPORTS TO ALL UNITHOLDERS SETTING FORTH SUCH INFORMATION
RELATING TO THE FUND AS THE COMMODITY  FUTURES  TRADING  COMMISSION (THE "CFTC")
AND THE NATIONAL FUTURES  ASSOCIATION (THE "NFA") MAY REQUIRE TO BE GIVEN TO THE
PARTICIPANTS IN COMMODITY POOLS SUCH AS THE FUND AND ANY SUCH OTHER  INFORMATION
AS  KENMAR  MAY  DEEM  APPROPRIATE.  THERE  WILL  SIMILARLY  BE  DISTRIBUTED  TO
UNITHOLDERS,  NOT MORE THAN 90 DAYS AFTER THE CLOSE OF EACH OF THE FUND'S FISCAL
YEARS,  AUDITED CERTIFIED FINANCIAL STATEMENTS AND (IN NO EVENT LATER THAN MARCH
15 OF THE IMMEDIATELY  FOLLOWING YEAR) THE TAX INFORMATION  RELATING TO THE FUND
NECESSARY FOR THE PREPARATION OF UNITHOLDERS' ANNUAL FEDERAL INCOME TAX RETURNS.

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

       THE DIVISION OF  INVESTMENT  MANAGEMENT  OF THE  SECURITIES  AND EXCHANGE
COMMISSION  REQUIRES  THAT THE  FOLLOWING  STATEMENT  BE  PROMINENTLY  SET FORTH
HEREIN:  "KENMAR  GLOBAL  TRUST  IS NOT A  MUTUAL  FUND  OR ANY  OTHER  TYPE  OF
INVESTMENT  COMPANY WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS
AMENDED, AND IS NOT SUBJECT TO REGULATION THEREUNDER."                          

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

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 KENMAR GLOBAL TRUST

 TABLE OF CONTENTS

PROSPECTUS SECTION                                                          PAGE

PART ONE
--------
 DISCLOSURE DOCUMENT

SUMMARY ....................................................................   5
   Overview ................................................................   5
   Risk Factors ............................................................   5
   The Fund and Its Objectives .............................................   6
   "Breakeven Table" .......................................................   7
   Suitability .............................................................   9

THE RISKS YOU FACE .........................................................  10
(1)   INVESTORS MUST NOT RELY ON THE PAST PERFORMANCE OF EITHER KENMAR    
         OR THE FUND IN DECIDING WHETHER TO BUY UNITS ......................  10
   (2)   POSSIBLE TOTAL LOSS OF AN INVESTMENT IN THE FUND ..................  10
   (3)   SPECULATIVE AND VOLATILE MARKETS; HIGHLY LEVERAGED TRADING ........  10
(4)   FEES AND COMMISSIONS ARE CHARGED REGARDLESS OF PROFITABILITY        
         AND ARE SUBJECT TO CHANGE .........................................  10
   (5)   IMPORTANCE OF MARKET CONDITIONS TO PROFITABILITY ..................  10
   (6)   DISCRETIONARY TRADING STRATEGIES MAY INCUR SUBSTANTIAL LOSSES .....  11
(7)   DECISIONS BASED UPON FUNDAMENTAL ANALYSIS MAY NOT RESULT IN         
         PROFITABLE TRADING ................................................  11
   (8)   INCREASE IN ASSETS UNDER MANAGEMENT MAY AFFECT TRADING DECISIONS ..  11
   (9)   NO ASSURANCE OF ADVISORS' CONTINUED SERVICES ......................  11
   (10)  LIMITED ABILITY TO LIQUIDATE YOUR INVESTMENT ......................  11
   (11)  POSSIBLE ILLIQUID MARKETS .........................................  12
   (12)  THE FUND DOES NOT ACQUIRE ANY ASSET WITH INTRINSIC VALUE ..........  12
   (13)  NON-CORRELATED, NOT NEGATIVELY CORRELATED, PERFORMANCE OBJECTIVE ..  12
(14)  BROAD INDICES MAY PERFORM QUITE DIFFERENTLY FROM                    
         INDIVIDUAL INVESTMENTS ............................................  12
   (15)  DISTORTION IN PROFIT SHARE AND INCENTIVE FEE CALCULATIONS .........  13
(16)  ADVISORS TRADING INDEPENDENTLY OF EACH OTHER MAY REDUCE             
         RISK CONTROL POTENTIAL ............................................  13
(17)  TRADING ON COMMODITY EXCHANGES OUTSIDE THE UNITED STATES            
         IS NOT SUBJECT TO U.S. REGULATION .................................  13
   (18)  CONFLICTS OF INTEREST .............................................  13
   (19)  UNITHOLDERS TAXED CURRENTLY .......................................  13
   (20)  LIMITATION ON DEDUCTIBILITY OF "INVESTMENT ADVISORY FEES" .........  14
   (21)  TAXATION OF INTEREST INCOME IRRESPECTIVE OF TRADING LOSSES ........  14
   (22)  POSSIBILITY OF A TAX AUDIT OF BOTH THE FUND AND UNITHOLDERS .......  14
   (23)  FAILURE OF BROKERAGE FIRMS; DEFAULT BY CLEARING BROKER ............  14
(24)  REGULATORY MATTERS MAY ALTER THE NATURE OF AN INVESTMENT            
         IN THE FUND .......................................................  14
   (25)  FUND TRADING IS NOT TRANSPARENT TO INVESTORS ......................  15
   (26)  LACK OF INDEPENDENT EXPERTS REPRESENTING INVESTORS ................  15
(27)  FORWARDS, SWAPS, HYBRIDS AND OTHER DERIVATIVES ARE NOT SUBJECT      
         TO CFTC REGULATION ................................................  15
(28)  POSSIBILITY OF TERMINATION OF THE FUND BEFORE EXPIRATION            
         OF ITS STATED TERM ................................................  15

THE FUND AND ITS OBJECTIVES ................................................  15
   Objectives ..............................................................  15
   Investment Philosophy ...................................................  16
   Diversification .........................................................  17
   The Advisors ............................................................  19
   Core and Potential Core Advisor Summaries ...............................  20

KENMAR ADVISORY CORP .......................................................  27
   Background and Principals ...............................................  27
   Management of Traders ...................................................  28
   Fiduciary Obligations of Kenmar .........................................  29
   Fiduciary and Regulatory Duties .........................................  29
   Investment of Kenmar in the Fund ........................................  30

USE OF PROCEEDS ............................................................  30

CHARGES ....................................................................  32
   Charges Paid By the Fund ................................................  32
      BROKERAGE COMMISSIONS ................................................  33
      "BID-ASK" SPREADS ....................................................  33
      PROFIT SHARES AND INCENTIVE FEES .....................................  33
      ONGOING OPERATING, SELLING AND ADMINISTRATIVE COSTS ..................  35

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      EXTRAORDINARY EXPENSES ...............................................  35
      REDEMPTION CHARGES ...................................................  35
   Charges Paid by Kenmar ..................................................  35
      SELLING COMMISSIONS; "TRAILING COMMISSIONS" ..........................  35
      CONSULTING FEES ......................................................  36

THE CLEARING BROKERS AND FUTURES BROKER ....................................  36
   UBS Securities LLC ......................................................  36
   FIMAT ...................................................................  36
   Fimat UK ................................................................  36
   Fimat USA ...............................................................  37

CONFLICTS OF INTEREST ......................................................  37
   General .................................................................  37
   Kenmar ..................................................................  38
   The Advisors ............................................................  38
   The Clearing Brokers, the Futures Broker and Executing Brokers ..........  39
   Selling Agents ..........................................................  39
   Proprietary Trading/Other Clients .......................................  39

REDEMPTIONS AND DISTRIBUTIONS ..............................................  39

THE FUND AND THE TRUSTEE ...................................................  41
   Principal Office; Location of Records ...................................  41
   Certain Aspects of the Fund .............................................  41
   The Trustee .............................................................  41
   Management of Fund Affairs; Voting by Unitholders .......................  42
   Recognition of the Fund in Certain States ...............................  42
Possible Repayment of Distributions Received by Unitholders;              
      Indemnification of the Fund by Unitholders ...........................  42
   Transfers of Units Restricted ...........................................  43
   Reports to Unitholders ..................................................  43
   General .................................................................  42

FEDERAL INCOME TAX CONSEQUENCES ............................................  43
   Partnership Tax Status of the Fund ......................................  44
   Taxation of Unitholders on Profits or Losses of the Fund ................  44
   Limited Deductibility of Fund Losses and Deductions .....................  44
   Limited Deductibility for Certain Expenses ..............................  44
   Year-End Mark-to-Market of Open Section 1256 Contract Positions .........  45
   Tax on Capital Gains and Losses; Interest Income ........................  45
   Syndication Expenses ....................................................  45
   Unrelated Business Taxable Income .......................................  45
   IRS Audits of the Fund and Its Unitholders ..............................  45
   State and Other Taxes ...................................................  45

PURCHASES BY EMPLOYEE BENEFIT PLANS ........................................  45
   General .................................................................  46
   "Plan Assets" ...........................................................  46
   Ineligible Purchasers ...................................................  47

PLAN OF DISTRIBUTION .......................................................  47
   Subscription Procedure ..................................................  47
   Subscribers' Representations and Warranties .............................  48
   Selling Agents' Compensation ............................................  48

LEGAL MATTERS ..............................................................  49

EXPERTS ....................................................................  49

ADDITIONAL INFORMATION .....................................................  49

RECENT FINANCIAL INFORMATION AND ANNUAL REPORTS ............................  49

PRIVACY POLICY OF KENMAR ...................................................  49

PERFORMANCE OF KENMAR GLOBAL TRUST .........................................  51

SELECTED FINANCIAL DATA ....................................................  52

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                     
   AND RESULTS OF OPERATIONS ...............................................  54
   Operational Overview; Advisor Selections ................................  54
   Liquidity ...............................................................  55
   Results of Operations ...................................................  56
   GENERAL .................................................................  56
   Performance Summary .....................................................  57
   Capital Resources .......................................................  57

PERFORMANCE OF COMMODITY POOLS OPERATED BY KENMAR ..........................  58

INDEX OF DEFINED TERMS .....................................................  62

INDEX TO FINANCIAL STATEMENTS ..............................................  62

   KENMAR GLOBAL TRUST INDEPENDENT AUDITOR'S REPORT ........................  64
KENMAR GLOBAL TRUST STATEMENTS OF FINANCIAL CONDITION AS OF               
       DECEMBER 31, 2003 AND 2002 (AUDITED) ................................  65
KENMAR GLOBAL TRUST CONDENSED SCHEDULE                                    
       OF INVESTMENTS AS OF DECEMBER 31, 2003 (AUDITED) ....................  66

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KENMAR GLOBAL TRUST STATEMENTS OF OPERATIONS FOR THE YEARS ENDED          
       DECEMBER 31, 2003, 2002 AND 2001 (AUDITED) ..........................  67
KENMAR GLOBAL TRUST STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED          
       DECEMBER 31, 2003, 2002 AND 2001 (AUDITED) ..........................  68
KENMAR GLOBAL TRUST STATEMENTS OF CHANGES IN UNITHOLDERS' CAPITAL         
(NET ASSET VALUE) FOR THE YEARS ENDED DECEMBER 31, 2003, 2002     
       AND 2001 (AUDITED) ..................................................  69
   KENMAR GLOBAL TRUST NOTES TO FINANCIAL STATEMENTS (AUDITED) .............  70
   KENMAR ADVISORY CORP. INDEPENDENT AUDITOR'S REPORT ......................  76
KENMAR ADVISORY CORP. STATEMENT OF FINANCIAL CONDITION                    
       AS OF SEPTEMBER 30, 2003 (AUDITED) ..................................  77
KENMAR ADVISORY CORP. NOTES TO STATEMENT OF                               
       FINANCIAL CONDITION (AUDITED) .......................................  78
KENMAR ADVISORY CORP. STATEMENT OF FINANCIAL CONDITION AS OF              
       DECEMBER 31, 2003 (UNAUDITED) .......................................  85
KENMAR ADVISORY CORP. NOTES TO STATEMENT OF FINANCIAL                     
       CONDITION (UNAUDITED) ...............................................  86

PART TWO
 STATEMENT OF ADDITIONAL INFORMATION

SUPPLEMENTAL PERFORMANCE INFORMATION OF THE FUND ...........................  89
THE FUTURES AND FORWARD MARKETS ............................................  90
   FUTURES AND FORWARD CONTRACTS ...........................................  90
   HEDGERS AND SPECULATORS .................................................  90
   COMMODITY EXCHANGES .....................................................  90
SPECULATIVE POSITION AND DAILY PRICE                                      
       FLUCTUATION LIMITS ..................................................  90
   MARGINS .................................................................  91

INVESTMENT FACTORS .........................................................  92

THE ADVISORS ...............................................................  98

EXHIBIT A--FOURTH AMENDED AND RESTATED                                          
   DECLARATION OF TRUST AND TRUST AGREEMENT ..............................  TA-1
ANNEX--REQUEST FOR REDEMPTION                                             

EXHIBIT B--SUBSCRIPTION REQUIREMENTS .....................................  SR-1

EXHIBIT C--SUBSCRIPTION INSTRUCTIONS,                                           
   SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY ..........................  SA-1

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 SUMMARY

THE NATURE OF AN INVESTMENT IN THE FUND IS COMPLEX
AND MUST BE CAREFULLY REVIEWED BY ANY PERSON
 CONSIDERING PURCHASING UNITS. THE FOLLOWING
 SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE
INFORMATION SET FORTH ELSEWHERE IN
THIS PROSPECTUS.

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

OVERVIEW                                                                        

o   EXPERIENCED MANAGING OWNER AND ADVISORS.  SEE "THE FUND AND ITS OBJECTIVES--
THE ADVISORS" AT PAGE 15 AND "KENMAR ADVISORY CORP." AT PAGE 27.        

o   ACCESS TO A WIDE RANGE OF DOMESTIC AND INTERNATIONAL  MARKETS. SEE "THE FUND
AND ITS OBJECTIVES -- DIVERSIFICATION" AT PAGE 17.                      

o   DIVERSIFICATION  AMONG TRADING STRATEGIES.  SEE "THE FUND AND ITS OBJECTIVES
-- INVESTMENT PHILOSOPHY" AT PAGE 16.                                   

o   INVESTING  IN A MANAGED  FUTURES  FUND CAN BE AN  EFFECTIVE  WAY TO GLOBALLY
    DIVERSIFY A PORTFOLIO.  SEE "PART TWO -- STATEMENT OF ADDITIONAL INFORMATION
    -- INVESTMENT FACTORS -- VALUE OF DIVERSIFYING INTO MANAGED FUTURES" AT PAGE
90.                                                                     

o   OFFERING THE  ADVANTAGES OF (I) LIMITED  LIABILITY  WHILE  PARTICIPATING  IN
    HIGHLY  LEVERAGED   TRADING,   (II)  MONTHLY   REDEMPTION  RIGHTS  (HOWEVER,
    REDEMPTION  RIGHTS  START AT THE END OF THE SIXTH MONTH AFTER  PURCHASE  FOR
    UNITS  PURCHASED  PRIOR  TO  MARCH  1,  2004),   AND  (III)   ADMINISTRATIVE
    CONVENIENCE IN A FUND  IMPLEMENTING  COMPLEX TRADING  STRATEGIES IN DOMESTIC
    AND  INTERNATIONAL  MARKETS.  SEE  "PART  TWO  --  STATEMENT  OF  ADDITIONAL
    INFORMATION  --  INVESTMENT  FACTORS  --  ADDITIONAL  ADVANTAGES  OF MANAGED
    FUTURES  INVESTMENTS" AT PAGE 94 AND "REDEMPTIONS AND DISTRIBUTIONS" AT PAGE
38.                                                                     

RISK FACTORS                                                                    

AN INVESTMENT IN THE FUND IS SPECULATIVE
 AND INVOLVES A HIGH DEGREE OF RISK.

o   PAST  PERFORMANCE IS NOT NECESSARILY  INDICATIVE OF FUTURE  RESULTS;  ALL OR
    SUBSTANTIALLY  ALL OF AN INVESTMENT  COULD BE LOST. SEE  "COMMODITY  FUTURES
    TRADING COMMISSION--RISK DISCLOSURE STATEMENT" AT PAGE II AND "THE RISKS YOU
    FACE -- (1) INVESTORS MUST NOT RELY ON THE PAST PERFORMANCE OF EITHER KENMAR
    OR THE FUND IN DECIDING WHETHER TO BUY UNITS" AND "THE RISKS YOU FACE -- (2)
POSSIBLE TOTAL LOSS OF AN INVESTMENT IN THE FUND" AT PAGE 10.           

o   THE FUND'S  TRADING IS HIGHLY  LEVERAGED  AND TAKES  PLACE IN VERY  VOLATILE
    MARKETS.  SEE "THE FUND AND ITS  OBJECTIVES"  AT PAGE 15 AND "THE  RISKS YOU
    FACE -- (3) SPECULATIVE AND VOLATILE MARKETS;  HIGHLY LEVERAGED  TRADING" AT
PAGE 10.                                                                

o   THE FUND IS SUBJECT TO  SUBSTANTIAL  CHARGES AND WILL BE SUCCESSFUL  ONLY IF
    SIGNIFICANT PROFITS ARE ACHIEVED.  THE FUND MUST GENERATE TRADING PROFITS OF
    11.65% PER ANNUM, BEFORE ANY APPLICABLE REDEMPTION CHARGE, TO BREAKEVEN.  AN
    INVESTOR WHO REDEEMS IN THE FIRST YEAR WILL BE ASSESSED A REDEMPTION PENALTY
    AND, THUS,  OVERALL TRADING PROFITS OF  APPROXIMATELY  12.427% OF THE FUND'S
    AVERAGE  BEGINNING OF MONTH NET ASSETS MUST BE EARNED  DURING THE FIRST YEAR
    OF TRADING IN ORDER TO  BREAKEVEN.  (THIS  ASSUMES  THAT THE UNITS WHICH ARE
    PURCHASED ON AND AFTER JUNE 1, 2004 AND ARE REDEEMED ON THE 10TH THROUGH THE
    12TH  MONTH-END  FOLLOWING  SALE AND,  THEREFORE,  ARE  SUBJECT  TO A 0.875%
    REDEMPTION CHARGE.  REDEMPTIONS ON THE 1ST THROUGH 3RD MONTH-END ARE SUBJECT
    TO A 3.5%  REDEMPTION  CHARGE,  REDEMPTIONS ON THE 4TH THROUGH 6TH MONTH-END
    ARE SUBJECT TO A 2.625% REDEMPTION CHARGE AND REDEMPTIONS ON THE 7TH THROUGH
    9TH MONTH-END ARE SUBJECT TO A 1.75%  REDEMPTION  CHARGE.) SEE "-- BREAKEVEN
    TABLE," AT PAGE 8,  "CHARGES"  AT PAGE 31 AND "THE RISKS YOU FACE-- (4) FEES
    AND COMMISSIONS ARE CHARGED  REGARDLESS OF PROFITABILITY  AND ARE SUBJECT TO
CHANGE" AT PAGE 10.                                                     

    UNITS  PURCHASED  FROM MARCH 1 THROUGH AND INCLUDING MAY 1, 2004 ARE SUBJECT
    TO THE SAME REDEMPTION FEE SCHEDULE  DESCRIBED IN THE IMMEDIATELY  PRECEDING
    PARAGRAPH,  EXCEPT THAT SUCH UNITS ARE SUBJECT TO A 3% REDEMPTION CHARGE FOR
 UNITS REDEEMED ON THE 1ST MONTH-END THROUGH THE 3RD MONTH-END AFTER SALE.

    UNITS  PURCHASED  PRIOR TO MARCH 1,  2004  REMAIN  SUBJECT  TO THE  PREVIOUS
    SCHEDULE OF  REDEMPTION  CHARGES AND MAY ONLY BE  REDEEMED  BEGINNING  ON OR
AFTER THE END OF THE SIXTH MONTH AFTER SALE. THROUGH THE END OF THE     

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    TWELFTH AND EIGHTEENTH  FULL MONTHS AFTER THEIR SALE,  UNITS PURCHASED PRIOR
    TO MARCH 1, 2004 WILL BE SUBJECT TO  REDEMPTION  CHARGES EQUAL TO 3% AND 2%,
   RESPECTIVELY, OF THE NET ASSET VALUE PER UNIT AS OF THE DATE OF REDEMPTION.

o   CERTAIN  GENERAL  TYPES OF MARKET  CONDITIONS  -- IN  PARTICULAR,  TRENDLESS
    PERIODS WITHOUT MAJOR PRICE MOVEMENTS -- SIGNIFICANTLY  REDUCE THE POTENTIAL
    FOR CERTAIN ADVISORS TO TRADE  SUCCESSFULLY.  SEE "THE RISKS YOU FACE -- (5)
IMPORTANCE OF MARKET CONDITIONS TO PROFITABILITY" AT PAGE 10.           

THE FUND AND ITS OBJECTIVES                                                     

        The Fund is a multi-advisor,  multi-strategy  managed futures investment
portfolio.  The Fund trades under the management of multiple  Advisors  selected
from time to time by Kenmar.                                                    

        Kenmar has substantial experience in managing multi-advisor  portfolios,
implementing  both  quantitative and qualitative  methods of individual  advisor
selection  and  asset  allocation,  as well as  overall  portfolio  design.  The
Advisors trade entirely  independently of each other,  implementing  proprietary
strategies  in the  markets  of their  choice.  The Fund has  access  to  global
futures,  forward and  options  trading  with the ability  rapidly to deploy and
redeploy its capital across different sectors of the global economy.            

        In addition to selecting and  allocating  and  reallocating  Fund assets
among Advisors,  Kenmar  monitors and adjusts the overall  leverage at which the
Fund trades. The Fund's commitment to the Advisors may exceed 100% of total Fund
equity should Kenmar decide to  strategically  allocate  notional  equity to the
Advisors.  There are periods in the markets during which it is unlikely that any
Advisor or group of Advisors will achieve  profitability.  By having the ability
to  deleverage  the Fund's  market  commitment to below its actual equity during
such periods,  Kenmar could help preserve  capital while awaiting more favorable
market cycles.                                                                  

        Under the Fund's  Fourth  Amended  and  Restated  Declaration  of Trust,
Wilmington  Trust  Company,  the Fund's  Trustee,  has  delegated  to Kenmar the
exclusive management and control of all aspects of the business of the Fund. The
Trustee will have no duty or  liability to supervise or monitor the  performance
of Kenmar,  nor will the Trustee have any liability for the acts or omissions of
Kenmar.                                                                         

        THERE CAN BE NO ASSURANCE  THAT THE FUND WILL ACHIEVE ITS RATE OF RETURN
OR DIVERSIFICATION OBJECTIVE OR AVOID SUBSTANTIAL LOSSES.                       

KENMAR ADVISORY CORP.                                                           

        Kenmar,  a Connecticut  corporation  originally  formed in 1983 as a New
York  corporation,  and its affiliates have been sponsoring and managing single-
and  multi-advisor  funds for over a decade. As of February 29, 2004, Kenmar and
its affiliates  were acting as trading  manager for commodity pools and accounts
with total capital  (excluding  "notional" funds) of approximately $1.2 billion,
of which  approximately  $26 million was invested in commodity pools operated by
Kenmar.                                                                         

        The  principal  office of the Fund is c/o  Kenmar  Advisory  Corp.,  Two
American Lane,  Greenwich,  Connecticut  06831. The telephone number of the Fund
and Kenmar is (203) 861-1000.                                                   

 SEE "PERFORMANCE OF KENMAR GLOBAL TRUST" FOR PAST
PERFORMANCE OF THE FUND ON PAGE 49. 

 SEE "PERFORMANCE OF COMMODITY POOLS OPERATED BY KENMAR" FOR THE
PERFORMANCE OF OTHER COMMODITY POOLS MANAGED BY KENMAR. 

THE ADVISORS                                                                    

        The Advisors are all  well-established  in the managed futures  industry
and have, in the past, demonstrated the ability to make substantial profits in a
wide  range  of  different  market  conditions.  These  Advisors,  collectively,
represent  a range  of  technical,  systematic,  fundamental  and  discretionary
methodologies,  with extensive  experience  trading both  proprietary and client
capital.  PAST PERFORMANCE IS NOT NECESSARILY  INDICATIVE OF FUTURE RESULTS. THE
FACT THAT AN ADVISOR HAS TRADED SUCCESSFULLY IN THE PAST DOES NOT MEAN THAT SUCH
ADVISOR WILL DO SO IN THE FUTURE.                                               

        As of February 29, 2004,  the core Advisors were  collectively  managing
approximately  $6.9 billion  (excluding  notional funds,  except with respect to
Graham  Capital  Management,  L.P.) in managed  futures  accounts in which their
clients  (and in  certain  cases  the core  Advisors  themselves)  had  invested
approximately  $2.6 billion in the trading programs being used for the Fund. See
"The Fund and its Objectives -- Investment Philosophy" at page 15.              

TAX STATUS OF THE FUND                                                          

        In the  opinion  of  counsel,  the  Fund  is  properly  classified  as a
partnership for federal income tax purposes.  Unitholders will pay tax each year
on                                                                              

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SUMMARY (CONT'D)

their allocable share of the Fund's taxable income,  if any, whether or not they
receive any distributions  from the Fund or redeem any Units.  Substantially all
of the  Fund's  trading  gains and losses  will be  treated as capital  gains or
losses for tax purposes; interest income received by the Fund will be treated as
ordinary income. See "Federal Income Tax Consequences" at page 42.              

"BREAKEVEN TABLE"                                                               

        The "Breakeven  Table" on the following  page indicates the  approximate
percentage  and dollar returns  required for the redemption  value of an initial
$5,000  investment in the Units to equal the amount  originally  invested twelve
months after  issuance  (assuming  the Units are  purchased on and after June 1,
2004 and redeemed on the 10th  through the 12th  month-end  following  sale and,
therefore,  are subject to a 0.875% redemption  charge).  Units purchased on and
after June 1, 2004 and  redeemed  between  the 1st  through  3rd  month-end  are
subject  to a 3.5%  redemption  charge,  redemptions  on  the  4th  through  6th
month-end are subject to a 2.625%  redemption  charge and redemptions on the 7th
through 9th  month-end  are subject to a 1.75%  redemption  charge.  Redemptions
after the 12th month-end are at Net Asset Value (no charge).                    

        Units  purchased  from  March 1 through  and  including  May 1, 2004 are
subject  to the  same  redemption  fee  schedule  described  in the  immediately
preceding  paragraph,  except  that such Units are  subject  to a 3%  redemption
charge for Units redeemed on the 1st month-end  through the 3rd month-end  after
sale.                                                                           

        Units  purchased  prior to March 1, 2004,  remain  subject to redemption
charges  and may only be  redeemed  beginning  on or after  the end of the sixth
month after sale.  Through  the end of the  twelfth and  eighteenth  full months
after  their  sale,  Units  purchased  prior to March 1, 2004 will be subject to
redemption charges equal to 3% and 2%, respectively,  of the Net Asset Value per
Unit as of the date of redemption.                                              

        THE "BREAKEVEN TABLE," AS PRESENTED, IS AN APPROXIMATION ONLY AND MAY BE
AFFECTED TO A CERTAIN  EXTENT AS THE SIZE OF THE FUND EXCEEDS $25  MILLION.  THE
FUND'S  CAPITALIZATION  DOES NOT  DIRECTLY  AFFECT THE LEVEL OF ITS CHARGES AS A
PERCENTAGE OF NET ASSET VALUE, OTHER THAN (I) ADMINISTRATIVE EXPENSES (WHICH ARE
ASSUMED IN THE "BREAKEVEN  TABLE" TO EQUAL THE MAXIMUM  ESTIMATED  PERCENTAGE OF
THE  FUND'S   AVERAGE   BEGINNING  OF  MONTH  NET  ASSETS)  AND  (II)  BROKERAGE
COMMISSIONS, AS DESCRIBED FURTHER IN FOOTNOTE 3.                                

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                                                        SUMMARY (CONT'D)
                                                        ----------------

                                                       "BREAKEVEN TABLE"

                                                        · Enlarge/Download Table

-------------------------------------------------------------- ------------------------- -----------------------------
                        EXPENSES (1)                              PERCENTAGE RETURN             DOLLAR RETURN         
                    WHICH MUST BE OFFSET                               REQUIRED                    REQUIRED           
                       TO "BREAKEVEN"                            FIRST TWELVE MONTHS     ($5,000 INITIAL INVESTMENT)  
                                                                    OF INVESTMENT            FIRST TWELVE MONTHS      
                                                                                                OF INVESTMENT         
-------------------------------------------------------------- ------------------------- -----------------------------
                                                                                                                      
Brokerage Commissions (2) (3)                                           10.00%                      $500.00           
-------------------------------------------------------------- ------------------------- -----------------------------
Administrative Expenses (4)                                             0.75%                        $37.50           
-------------------------------------------------------------- ------------------------- -----------------------------
Advisors' Profit Shares (5)                                             2.00%                       $100.00           
-------------------------------------------------------------- ------------------------- -----------------------------
Kenmar Incentive Fee (6)                                                0.044%                        $2.20           
-------------------------------------------------------------- ------------------------- -----------------------------
Redemption Charge (7)(8)(9)                                             0.883%                       $44.15           
-------------------------------------------------------------- ------------------------- -----------------------------
Interest Income (10)                                                   (1.25)%                      $(62.50)          
============================================================== ========================= =============================
RETURN ON $5,000 INITIAL INVESTMENT REQUIRED FOR                       12.427%                      $621.35           
"BREAKEVEN" IF UNITS ARE REDEEMED ON OR BEFORE THE 12TH                                                               
MONTH-END FOLLOWING SALE.                                                                                             
============================================================== ========================= =============================

NOTES TO "BREAKEVEN TABLE"                                                      

(1)    The foregoing  break-even analysis assumes that the Units have a constant
       month-end  Net Asset Value.  Calculations  are based on $5,000 as the Net
       Asset Value per Unit.  See "Charges" at page 31 of the  Prospectus for an
explanation of the expenses included in the "Breakeven Table."    

(2)    Paid to Kenmar each month.  Kenmar  pays all floor  brokerage,  exchange,
       clearing and NFA fees,  selling  compensation,  trailing  commissions and
Advisors' Consulting Fees from this amount.                       

(3)    Effective  March 1, 2004,  once Net Assets reach $25 million,  the annual
       Brokerage  Commission  rate will be reduced to a blended rate for all Net
       Assets  based on 10% of the first $25  million  and 9% on any Net  Assets
       over that amount.  A reduction in the annual  Brokerage  Commission  rate
will reduce the percentage return required to breakeven.          

(4)    Administrative  expenses are paid as incurred. For this "Breakeven Table"
such expenses are at historical amounts.                          

(5)    Profit  Shares are  calculated  quarterly on the basis of each  Advisor's
       individual  performance,   not  the  overall  performance  of  the  Fund.
       Consequently,  it is not  possible  to  determine  the  amount  of Profit
       Shares,  if any,  that  would be payable in a  "breakeven"  year.  Kenmar
       believes  that  2.00% of  average  beginning  of month  Net  Assets  is a
       reasonable  estimate for such Profit Shares, but the actual Profit Shares
  paid in a "breakeven" year could substantially exceed such estimate.

(6)    No Incentive  Fee might,  in fact,  be due. See "Charges -- Profit Shares
       and Incentive Fees" at page 32.  However,  for purposes of the "Breakeven
       Table," the  Incentive  Fee has been  estimated  at 5% of the 0.883% gain
referred to below.                                                

(7)    Redemption charges for purposes of this "breakeven" analysis equal 0.883%
       of the initial  $5,000  (0.875% of the $5,044.15 Net Asset Value required
       so that after subtraction of the 0.875% redemption  charge,  the investor
would receive net redemption proceeds of $5,000).                 

(8)    For the purposes of this Breakeven  Table, it has been assumed that Units
       have been purchased on or after June 1, 2004 and the redemption charge is
       based on the applicable  redemption charge for Units redeemed on the 10th
       through  12th  month-end.  FOR  UNITS  REDEEMED  ON THE 1ST  THROUGH  3RD
       MONTH-END THE REDEMPTION  CHARGE WOULD BE 3.5%; FOR UNITS REDEEMED ON THE
       4TH THROUGH 6TH MONTH-END THE REDEMPTION CHARGE WOULD BE 2.625%;  AND FOR
       UNITS  REDEEMED ON THE 7TH THROUGH 9TH  MONTH-END THE  REDEMPTION  CHARGE
WOULD BE 1.75%.                                                   

(9)    Units  purchased  from  March 1  through  and  including  May 1, 2004 are
       subject to the same redemption fee schedule  described in the immediately
       preceding footnote, except that such Units are subject to a 3% redemption
       charge for Units redeemed on the 1st month-end  through the 3rd month-end
       after sale.  Units  purchased  prior to March 1, 2004,  remain subject to
       redemption charges and may only be redeemed beginning on or after the end
       of the  sixth  month  after  sale.  Through  the end of the  twelfth  and
       eighteenth  full months after their sale,  Units purchased prior to March
       1,  2004  will be  subject  to  redemption  charges  equal  to 3% and 2%,
       respectively,  of  the  Net  Asset  Value  per  Unit  as of the  date  of
       redemption.  For the  purposes  of the  Breakeven  Table  the  applicable
       redemption charge for Units redeemed as of the twelfth month-end would be
       3% and therefore the  percentage  return  required to breakeven  would be
14.65%.                                                           

(10)   Interest income is estimated based on current rates.                     

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

SUITABILITY                                                                     

       THE FUND TRADES AT A HIGH DEGREE OF LEVERAGE IN HIGHLY VOLATILE  MARKETS.
AN  INVESTMENT IN THE UNITS IS  SPECULATIVE  AND INVOLVES A HIGH DEGREE OF RISK.
THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE ITS OBJECTIVES.            

       NO  SUBSCRIBER  MAY INVEST  MORE THAN 10% OF HIS OR HER NET WORTH (IN ALL
CASES EXCLUSIVE OF HOME,  FURNISHINGS AND AUTOMOBILES) IN THE FUND.  SUBSCRIBERS
MUST BE PREPARED TO LOSE ALL OR SUBSTANTIALLY ALL OF THEIR INVESTMENT.          

       SEE  EXHIBIT  B  OF  THIS  PROSPECTUS  FOR  A  LISTING  OF  THE  SPECIFIC
SUITABILITY REQUIREMENTS APPLICABLE TO AN INVESTMENT IN THE UNITS.              

 THE UNITS ARE SPECULATIVE AND
INVOLVE A HIGH DEGREE OF RISK.

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THE RISKS YOU FACE

(1)    INVESTORS  MUST NOT RELY ON THE PAST  PERFORMANCE OF EITHER KENMAR OR THE
FUND IN DECIDING WHETHER TO BUY UNITS                             

        The future performance of the Fund is not predictable,  and no assurance
can be given that the Fund will perform successfully in the future.             

        Prospective  investors  should  note that  Kenmar  replaced  most of the
Advisors  as of December  2, 1999 and has  altered  its  allocation  strategy to
include a core group of Advisors as well as a non-core group of Advisors. Kenmar
anticipates actively reallocating Fund assets among the non-core Advisors.      

 Past performance is not necessarily indicative of future results.

(2)    POSSIBLE TOTAL LOSS OF AN INVESTMENT IN THE FUND                         

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

(3)    SPECULATIVE AND VOLATILE MARKETS; HIGHLY LEVERAGED TRADING               

        The markets in which the Fund trades are  speculative,  highly leveraged
and  involve  a  high  degree  of  risk.  Each  Advisor's   trading   considered
individually  involves a significant  risk of incurring large losses,  and there
can be no assurance that the Fund as a whole will not incur such losses.        

        Futures and forward  prices are  volatile.  Volatility  increases  risk,
particularly when trading with leverage. Trading on a highly leveraged basis, as
does the Fund,  even in  stable  markets  involves  risk;  doing so in  volatile
markets necessarily  involves a substantial risk of sudden,  significant losses.
MARKET  VOLATILITY  AND  LEVERAGE  MEAN THAT THE FUND  COULD  INCUR  SUBSTANTIAL
LOSSES,  POTENTIALLY  IMPAIRING  ITS EQUITY  BASE AND  ABILITY  TO  ACHIEVE  ITS
LONG-TERM  PROFIT  OBJECTIVES EVEN IF FAVORABLE MARKET  CONDITIONS  SUBSEQUENTLY
DEVELOP.                                                                        

        In addition to the leveraged trading described above, Kenmar may further
increase the Fund's  leverage by  allocating  notional  equity to the  Advisors,
which  would then  permit the  Advisors  to trade the Fund's  account as if more
equity were committed to such accounts than is, in fact, the case.              

(4)    FEES AND  COMMISSIONS  ARE CHARGED  REGARDLESS OF  PROFITABILITY  AND ARE
SUBJECT TO CHANGE                                                 

        The Fund is subject  to  substantial  charges  payable  irrespective  of
profitability  in addition to  performance  fees which are payable  based on the
Fund's profitability. Included in these charges are brokerage fees and operating
expenses. On the Fund's forward trading, "bid-ask" spreads are incorporated into
the pricing of the Fund's forward contracts by its counterparties in addition to
the  brokerage  fees  paid by the  Fund.  It is not  possible  to  quantify  the
"bid-ask"  spreads paid by the Fund because the Fund cannot determine the profit
its  counterparty  is  making  on the  forward  trades  into  which  it  enters.
Consequently, the Fund's expenses could, over time, result in significant losses
to your investment.                                                             

(5)    IMPORTANCE OF MARKET CONDITIONS TO PROFITABILITY                         

        The trading systems used by certain Advisors for the Fund are technical,
trend-following  methods.  The  profitability  of trading  under  these  systems
depends on, among other things, the occurrence of significant price trends which
are sustained movements,  up or down, in futures and forward prices. Such trends
may not develop; there have been p