SEC Info  
  Home     Search     My Interests     Help     Sign In     Please Sign In  

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

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/26/04  Kenmar Global Trust               POS AM                 3:193                                    Command Financi..Corp/FA

Post-Effective Amendment
Filing Table of Contents

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
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
"Kenmar Global Trust
2Cross Reference Sheet
3The Offering
"Kenmar Advisory Corp
4Commodity Futures Trading Commission
7Table of Contents
9Part Two
11Summary
"Overview
"Risk Factors
12The Fund and Its Objectives
"The Advisors
15Suitability
16The Risks You Face
"(1) Investors Must Not Rely on the Past Performance of Either Kenmar or the Fund in Deciding Whether to Buy Units
"(2) Possible Total Loss of An Investment in the Fund
"(3) Speculative and Volatile Markets; Highly Leveraged Trading
"(4) Fees and Commissions Are Charged Regardless of Profitability and Are Subject to Change
"(5) Importance of Market Conditions to Profitability
17(6) Discretionary Trading Strategies May Incur Substantial Losses
"(7) Decisions Based Upon Fundamental Analysis May Not Result in Profitable Trading
"(8) Increase in Assets Under Management May Affect Trading Decisions
"(9) No Assurance of Advisors' Continued Services
"(10) Limited Ability to Liquidate Your Investment
18(11) Possible Illiquid Markets
"(12) the Fund Does Not Acquire Any Asset With Intrinsic Value
"(13) Non-Correlated, Not Negatively Correlated, Performance Objective
"(14) Broad Indices May Perform Quite Differently From Individual Investments
19(15) Distortion in Profit Share and Incentive Fee Calculations
"(16) Advisors Trading Independently of Each Other May Reduce Risk Control Potential
"(17) Trading on Commodity Exchanges Outside the United States Is Not Subject to U.S. Regulation
"(18) Conflicts of Interest
"(19) Unitholders Taxed Currently
20(21) Taxation of Interest Income Irrespective of Trading Losses
"(22) Possibility of A Tax Audit of Both the Fund and Unitholders
"(23) Failure of Brokerage Firms; Default by Clearing Broker
"(24) Regulatory Matters May Alter the Nature of an Investment in the Fund
21(25) Fund Trading Is Not Transparent to Investors
"(26) Lack of Independent Experts Representing Investors
"(27) Forwards, Swaps, Hybrids and Other Derivatives Are Not Subject to Cftc Regulation
"(28) Possibility of Termination of the Fund Before Expiration of Its Stated Term
"Objectives
22Investment Philosophy
23Diversification
26Core and Potential Core Advisor Summaries
30HB & Co
33Background and Principals
34Management of Traders
35Fiduciary Obligations of Kenmar
"Fiduciary and Regulatory Duties
36Investment of Kenmar in the Fund
"Use of Proceeds
37Charges
"Charges Paid By the Fund
38Brokerage Commissions
"Profit Shares and Incentive Fees
40Ongoing Operating, Selling and Administrative Costs
"Extraordinary Expenses
"Redemption Charges
"Charges Paid by Kenmar
41Consulting Fees
"The Clearing Brokers and Futures Broker
"UBS Securities LLC
"Fimat
"Fimat UK
42Fimat USA
"Conflicts of Interest
"General
"Kenmar
43The Clearing Brokers, the Futures Broker and Executing Brokers
"Selling Agents
44Proprietary Trading/Other Clients
"Redemptions and Distributions
45The Fund and the Trustee
"Principal Office; Location of Records
"Certain Aspects of the Fund
46The Trustee
"Management of Fund Affairs; Voting by Unitholders
47Recognition of the Fund in Certain States
"Possible Repayment of Distributions Received by Unitholders; Indemnification of the Fund by Unitholders
"Transfers of Units Restricted
"Reports to Unitholders
48Federal Income Tax Consequences
"Partnership Tax Status of the Fund
"Taxation of Unitholders on Profits or Losses of the Fund
"Limited Deductibility of Fund Losses and Deductions
"Limited Deductibility for Certain Expenses
49Year-End Mark-to-Market of Open Section 1256 Contract Positions
"Tax on Capital Gains and Losses; Interest Income
"Syndication Expenses
50Unrelated Business Taxable Income
"IRS Audits of the Fund and Its Unitholders
"State and Other Taxes
"Purchases By Employee Benefit Plans
51Ineligible Purchasers
52Plan of Distribution
"Subscription Procedure
"Subscribers' Representations and Warranties
53Selling Agents' Compensation
"Legal Matters
"Experts
54Additional Information
"Recent Financial Information and Annual Reports
"Privacy Policy of Kenmar
55Performance of Kenmar Global Trust
56Selected Financial Data
58Management's Discussion and Analysis of Financial Condition and Results of Operations
"Operational Overview; Advisor Selections
59Liquidity
60Results of Operations
61Performance Summary
"Capital Resources
62Performance of Commodity Pools Operated by Kenmar
66Index of Defined Terms
67Index to Financial Statements
68Independent Auditor's Report
71Expenses
73Net Asset Value Per Unit
83Net
90Kenmar Advisory Corp. Notes to Statement of Financial Condition (Unaudited)
91Statement of Additional Information
93Supplemental Performance Information of the Fund
94The Futures and Forward Markets
"Futures and Forward Contracts
"Hedgers and Speculators
"Commodity Exchanges
"Speculative Position and Daily Price Fluctuation Limits
95Margins
96Investment Factors
97Value of Diversifying Into Managed Futures
101Notes To Comparative Performance And Correlation Charts
"Additional Advantages of Managed Futures Investments
102Futures Trading Methods in General
103Trend-following
108Core and Potential Core Advisors
111Investment Programs
124Past Performance Information
143Largest peak-to-valley drawdown
149Exhibit A
"Fourth Amended and Restated Declaration of Trust and Trust Agreement
"Declaration of Trust and Trust Agreement
1532. The Trustee
"(a) Term; Resignation
155(g) Reliance by the Trustee and the Managing Owner; Advice of Counsel
1563. Principal Office
"4. Business
1576. Net Worth of Managing Owner
"7. Capital Contributions; Units
1588. Allocation of Profits and Losses
"(b) Allocation of Profit and Loss for Federal Income Tax Purposes
1619. Management of the Trust
16210. Audits and Reports to Unitholders
16311. Assignability of Units
"12. Redemptions
16513. Offering of Units
"14. Additional Offerings
"15. Special Power of Attorney
16616. Withdrawal of a Unitholder
"17. Standard of Liability; Indemnification
16718. Amendments; Meetings
16819. Governing Law
16920. Miscellaneous
"21. Benefit Plan Investors
"22. Certain Definitions
170Net Assets
"Net Worth
171Pyramiding
"Sponsor
"23. No Legal Title to Trust Estate
"24. Legal Title
"25. Creditors
178Exhibit B
"Subscription Requirements
180Exhibit C
185Item 13. Other Expenses of Issuance and Distribution
"Item 14. Indemnification of Directors and Officers
"Item 15. Recent Sales of Unregistered Securities
186Item 16. Exhibits and Financial Statement Schedules
187Item 17. Undertakings
189Managing Owner
POS AM1st Page of 191TOCTopPreviousNextBottomJust 1st
 
Sponsored Ads...
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.)
POS AM2nd Page of 191TOC1stPreviousNextBottomJust 2nd
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
POS AM3rd Page of 191TOC1stPreviousNextBottomJust 3rd
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)
POS AM4th Page of 191TOC1stPreviousNextBottomJust 4th
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. -------------------- ii
POS AM5th Page of 191TOC1stPreviousNextBottomJust 5th
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." -------------------- iii
POS AM6th Page of 191TOC1stPreviousNextBottomJust 6th
[Page left blank intentionally]
POS AM7th Page of 191TOC1stPreviousNextBottomJust 7th
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 -1-
POS AM8th Page of 191TOC1stPreviousNextBottomJust 8th
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 -2-
POS AM9th Page of 191TOC1stPreviousNextBottomJust 9th
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 -3-
POS AM10th Page of 191TOC1stPreviousNextBottomJust 10th
[Page left blank intentionally]
POS AM11th Page of 191TOC1stPreviousNextBottomJust 11th
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 -5-
POS AM12th Page of 191TOC1stPreviousNextBottomJust 12th
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 -6-
POS AM13th Page of 191TOC1stPreviousNextBottomJust 13th
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. [Remainder of page left blank intentionally.] -7-
POS AM14th Page of 191TOC1stPreviousNextBottomJust 14th
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. -8-
POS AM15th Page of 191TOC1stPreviousNextBottomJust 15th
SUMMARY (CONT'D) ---------------- 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. [Remainder of page left blank intentionally.] -9-
POS AM16th Page of 191TOC1stPreviousNextBottomJust 16th
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 periods in the past without price trends. 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, Advisors' historic price analysis could establish positions on the wrong side of the price movements caused by such events. -10-
POS AM17th Page of 191TOC1stPreviousNextBottomJust 17th
(6) DISCRETIONARY TRADING STRATEGIES MAY INCUR SUBSTANTIAL LOSSES Traders that implement discretionary trading strategies may be more prone to subjective judgments having potentially adverse effects on their performance than systematic traders, which emphasize eliminating the effects of "emotionalism" on their trading. See "The Advisors -- Futures Trading Methods in General" at page 95 for a description of this trading method. Reliance on trading judgment may, over time, produce less consistent trading results than implementing a systematic approach. Discretionary traders, like trend-following traders, are unlikely to be profitable unless major price movements occur. Discretionary traders are highly unpredictable, and can incur substantial losses even in apparently favorable markets. (7) DECISIONS BASED UPON FUNDAMENTAL ANALYSIS MAY NOT RESULT IN PROFITABLE TRADING Traders that utilize fundamental trading strategies attempt to examine factors external to the trading market that affect the supply and demand for a particular futures and forward contracts in order to predict future prices. See "The Advisors -- Futures Trading Methods in General" at page 95 for a description of this trading method. Such analysis may not result in profitable trading because the analyst may not have knowledge of all factors affecting supply and demand, prices may often be affected by unrelated factors, and purely fundamental analysis may not enable the trader to determine quickly that previous trading decisions were incorrect. In addition, because of the breadth of fundamental data that exists, a fundamental trader may not be able to follow developments in all such data, but instead may specialize in analyzing a narrow set of data, requiring trading in fewer markets. Consequently, a fundamental trader may have less flexibility in adverse markets to trade other futures and forward markets than traders that do not limit the number of markets traded as a result of a specialized focus. (8) INCREASE IN ASSETS UNDER MANAGEMENT MAY AFFECT TRADING DECISIONS Many of the Advisors' current equity under management is at or near its all-time high. No Advisor has agreed to limit the amount of additional equity which it may manage, and each is actively engaged in seeking major new accounts. The more equity an Advisor manages, the more difficult it may be for that Advisor to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance. Accordingly, such increases in equity under management may require one or more of the Advisors to modify trading decisions for the Fund which could have a detrimental effect on your investment. (9) NO ASSURANCE OF ADVISORS' CONTINUED SERVICES There is no assurance that any Advisor will be willing or able to continue to provide advisory services to the Fund for any length of time. There is severe competition for the services of qualified Advisors, and the Fund may not be able to retain satisfactory replacement or additional Advisors on acceptable terms. For example, Kenmar has been required to replace an Advisor that resigned from trading the Fund's account under the terms of its Advisory Agreement. In addition, Kenmar must allocate Advisor availability among its different funds, including the Fund, and may, accordingly, allocate to the Fund less (and perhaps none) of an Advisor's available capacity than Kenmar might otherwise consider to be in the best interests of the Fund. The timing of Kenmar's Advisor selections and the amount of assets allocated to an Advisor may also be affected from time to time by the procedural requirements of maintaining an ongoing offering of the Units. See "Conflicts of Interest" at page 36. Kenmar may not be able to obtain the services of the Advisor group that Kenmar would otherwise consider to be most advantageous for the Fund. (10) LIMITED ABILITY TO LIQUIDATE YOUR INVESTMENT There is no secondary market for the Units. While the Units have redemption rights, there are restrictions, and possible fees assessed. For example, Units may be redeemed only as of the close of business on the last day of a calendar month. With respect to Units purchased on and after June 1, 2004, through the end of the twelfth month after their sale, Units will be subject to redemption charges, payable to Kenmar, equal to 3.5% on redemptions on the 1st through 3rd month-end, 2.625% on redemptions on the 4th through 6th month-end, 1.75% on redemptions on the 7th through 9th month-end and 0.875% on redemptions on the 10th through 12th month-end. Redemptions after the 12th month-end are at Net Asset Value (no charge). Requests for redemption must be received at least ten (10) calendar days before the proposed date of redemption. Units purchased from March 1 through and including May 1, 2004 are subject to the same redemption fee -11-
POS AM18th Page of 191TOC1stPreviousNextBottomJust 18th
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. Transfers of Units are subject to limitations, such as thirty (30) days' advance notice of any intent to transfer. Also, Kenmar may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for the Fund. (11) POSSIBLE ILLIQUID MARKETS Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position. Unexpected market illiquidity has caused major losses in recent years in such sectors as emerging markets and mortgage-backed securities. There can be no assurance that market illiquidity will not cause losses for the Fund. The large size of the positions which the Advisors acquire for the Fund increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so. (12) THE FUND DOES NOT ACQUIRE ANY ASSET WITH INTRINSIC VALUE Futures trading is risk transfer economic activity. For every gain there is an equal and offsetting loss rather than an opportunity to participate over time in general economic growth. Unlike most alternative investments, an investment in the Fund does not involve acquiring any asset with intrinsic value. Overall stock and bond prices could rise significantly and the economy as a whole prosper while the Fund trades unprofitably. (13) NON-CORRELATED, NOT NEGATIVELY CORRELATED, PERFORMANCE OBJECTIVE Historically, managed futures have been generally non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand. Non-correlation should not be confused with negative correlation, where the performance would be exactly opposite between two asset classes. Because of this non-correlation, the Fund cannot be expected to be automatically profitable during unfavorable periods for the stock market, or VICE-VERSA. The futures and forward markets are fundamentally different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss. If the Fund does not perform in a manner non-correlated with the general financial markets or does not perform successfully, you will obtain no diversification benefits by investing in the Units and the Fund may have no gains to offset your losses from other investments. (14) BROAD INDICES MAY PERFORM QUITE DIFFERENTLY FROM INDIVIDUAL INVESTMENTS In the discussion under "Investment Factors," the concepts of overall portfolio diversification and non-correlation of asset classes are discussed and illustrated by the use of a generally accepted index that represents each asset category. Stocks are represented by the S&P 500 Index and MSCI EAFE Index, bonds by the Lehman Long-Term Government Bond Index, and futures funds by the CISDM Fund/Pool Qualified Universe Index. Because each index is a dollar-weighted average of the returns of multiple underlying investments, the overall index return may be quite different from the return of any individual investment. For example, the "CISDM Fund/Pool Qualified Universe Index" is a dollar-weighted index which includes performance of current as well as retired public futures funds, private pools and offshore funds. Accordingly, such index reflects the volatility and risk of loss characteristics of a very broadly diversified universe of advisors and not of a single fund or advisor. Therefore, the Fund's performance will be different than that of the CISDM Fund/Pool Qualified Universe Index. -12-
POS AM19th Page of 191TOC1stPreviousNextBottomJust 19th
(15) DISTORTION IN PROFIT SHARE AND INCENTIVE FEE CALCULATIONS The Advisors' Profit Shares and Kenmar's Incentive Fee are calculated on the basis of New Trading Profit (as defined) and New Overall Appreciation (as defined), determined respectively on the basis of the performance of each Advisor's Fund account and of the Fund as a whole. Because Units are purchased at different times, but Profit Shares and Incentive Fees are assessed equally to all Units, disparities between a particular Unitholder's investment experience in the Fund and the Profit Shares and Incentive Fees to which such Unitholder's Units will be subject will develop as a result of the Profit Shares and Incentive Fees being paid by the Fund's account managed by each Advisor and by the Fund, respectively. See "Charges" at page 31. Certain investors' Units could be subject to Profit Shares and Incentive Fees despite having declined in Net Asset Value from their purchase price. The Fund's allocations of Profit Shares and Incentive Fees are subject to distortions as a result of the timing of subscriptions and redemptions. See "Charges - Profit Shares and Incentive Fees" at page 31. (16) ADVISORS TRADING INDEPENDENTLY OF EACH OTHER MAY REDUCE RISK CONTROL POTENTIAL The Advisors trade entirely independently of each other. Consequently, the Advisors may implement their strategies for their Fund accounts in ways that could significantly reduce the risk control potential that Kenmar had analyzed to be an important feature of a particular Advisor combination. Two Advisors may, from time to time, take opposite positions for the Fund, eliminating any possibility of the Fund profiting from these positions considered as a whole. There are substantial opportunity costs to Kenmar's multi-advisor strategy. Furthermore, the Fund's multi-advisor structure will not necessarily control the risk of speculative futures trading. Multi-advisor funds have in the past lost 5% or more of their equity in a single day. (17) TRADING ON COMMODITY EXCHANGES OUTSIDE THE UNITED STATES IS NOT SUBJECT TO U.S. REGULATION The Advisors may engage in a significant amount of trading on commodity exchanges outside the United States on behalf of the Fund. Trading on such exchanges is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. In trading contracts denominated in currencies other than U.S. dollars, the Fund will be subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies of such contracts. See the last paragraph of the "Commodity Futures Trading Commission -- Risk Disclosure Statement" on page ii of this Prospectus. INVESTORS COULD INCUR SUBSTANTIAL LOSSES FROM THE FUND'S TRADING ON FOREIGN EXCHANGES TO WHICH THEY WOULD NOT HAVE BEEN SUBJECT HAD THE ADVISORS LIMITED THEIR TRADING TO U.S. MARKETS. (18) CONFLICTS OF INTEREST Kenmar has a conflict of interest because it acts as the managing owner for the Fund. The fact that Kenmar will receive an annual Incentive Fee equal to 5% of any New Overall Appreciation (as defined herein) may lead Kenmar to select Advisors that trade in a more "risky" or speculative manner than those that Kenmar might otherwise choose. Kenmar receives 5% as an Incentive Fee, of any New Overall Appreciation of the Fund, but not 5% of its losses. Selling Agents will be entitled to ongoing compensation as a result of their clients remaining in the Fund, so a conflict exists between the Selling Agents' interest in maximizing compensation and in advising their clients to make investment decisions in such clients' best interests. Other conflicts are also present in the operation of the Fund. See "Conflicts of Interest." (19) UNITHOLDERS TAXED CURRENTLY Unitholders are subject to tax each year on their allocable share of the Fund's income or gains (if any), despite the fact that Kenmar does not intend to make any distributions to Unitholders. Consequently, Unitholders will be required either to redeem Units or to make use of other sources of funds to discharge their tax liabilities in respect of any profits earned by the Fund. See "Federal Income Tax Consequences" at page 42. In comparing the Fund's profit objectives with the performance of more familiar securities in which one might invest, prospective investors must recognize that if they purchased equity or debt, there probably would be no tax due on the appreciation in the value of such holdings until disposition. In the case of the Fund, on the other hand, a significant portion of any appreciation in the Net Asset Value per Unit must be paid in taxes by the Unitholders every year, resulting in a substantial cumulative reduction in their net after-tax returns. Because Unitholders will be taxed currently on their allocable share of the Fund's income or gains, the Fund may -13-
POS AM20th Page of 191TOC1stPreviousNextBottomJust 20th
trade successfully but investors nevertheless would have recognized significantly greater gains on an after-tax basis had they invested in conventional stocks with comparable performance. THE PERFORMANCE INFORMATION INCLUDED IN THIS PROSPECTUS IS PRESENTED EXCLUSIVELY ON A PRE-TAX BASIS. (20) LIMITATION ON DEDUCTIBILITY OF "INVESTMENT ADVISORY FEES" Non-corporate Unitholders may be required to treat the amount of any Profit Shares, Incentive Fees and other expenses of the Fund as "investment advisory fees" which may be subject to substantial restrictions on deductibility for federal income tax purposes. In the absence of further regulatory or statutory clarification, Kenmar is not classifying these expenses as "investment advisory fees," but this is a position to which the Internal Revenue Service (the "IRS") may object. IF A SUBSTANTIAL PORTION OF THE FUND'S FEES AND OTHER EXPENSES WERE CHARACTERIZED AS "INVESTMENT ADVISORY FEES," AN INVESTMENT IN THE FUND MIGHT NO LONGER BE ECONOMICALLY VIABLE. (21) TAXATION OF INTEREST INCOME IRRESPECTIVE OF TRADING LOSSES The Net Asset Value per Unit reflects the trading profits and losses as well as the interest income earned and expenses incurred by the Fund. However, losses on the Fund's trading will be almost exclusively capital losses, and capital losses are deductible against ordinary income only to the extent of $3,000 per year in the case of non-corporate taxpayers. Consequently, if a non-corporate Unitholder had, for example, an allocable trading (I.E., capital) loss of $10,000 in a given fiscal year and allocable interest (i.e., ordinary) income (after reduction for expenses) of $5,000, the Unitholder would have incurred a net loss in the Net Asset Value of his or her Units equal to $5,000 but would recognize taxable income of $2,000. THE LIMITED DEDUCTIBILITY OF CAPITAL LOSSES FOR NON-CORPORATE UNITHOLDERS COULD RESULT IN SUCH UNITHOLDERS HAVING A TAX LIABILITY IN RESPECT OF THEIR INVESTMENT IN THE FUND DESPITE INCURRING A FINANCIAL LOSS ON THEIR UNITS. [Remainder of page left blank intentionally.] (22) POSSIBILITY OF A TAX AUDIT OF BOTH THE FUND AND UNITHOLDERS There can be no assurance that the Fund's tax returns will not be audited by the IRS. If such an audit results in an adjustment, Unitholders could themselves be audited as well as being required to pay additional taxes, interest and possibly penalties. PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISERS AND COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE FUND; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS. SEE "FEDERAL INCOME TAX CONSEQUENCES" AT PAGE 42. (23) FAILURE OF BROKERAGE FIRMS; DEFAULT BY CLEARING BROKER The Commodity Exchange Act requires a clearing broker to segregate all funds received from customers from such broker's proprietary assets. If the Clearing Brokers fail to do so, the assets of the Fund might not be fully protected in the event of their bankruptcy. Furthermore, in the event of a Clearing Broker's bankruptcy, the Fund could be limited to recovering only a PRO RATA share of all available funds segregated on behalf of the Clearing Broker's combined customer accounts, even though certain property specifically traceable to the Fund (for example, Treasury bills deposited by the Fund with the Clearing Broker as margin) was held by the Clearing Broker. The Clearing Brokers have been the subject of certain regulatory and private causes of action. The material actions are described under "The Clearing Broker and Futures Broker." Furthermore, dealers in forward contracts are not regulated by the Commodity Exchange Act and are not obligated to segregate customer assets. As a result, you do not have such basic protections with respect to the Fund's trading in forward contracts. (24) REGULATORY MATTERS MAY ALTER THE NATURE OF AN INVESTMENT IN THE FUND Due to the publicly-offered character of the Fund, Kenmar will be more restricted in its ability to allocate assets to certain prospective Advisors than it would be in the context of a private fund. Other than the Fund, Kenmar has operated only privately-offered pools and has generally allocated and reallocated the assets of such pools aggressively. IT IS NOT -14-
POS AM21st Page of 191TOC1stPreviousNextBottomJust 21st
ANTICIPATED THAT KENMAR WILL MAKE FREQUENT ADJUSTMENTS TO THE GROUP OF ADVISORS FOR THE FUND. Considerable regulatory attention has been focused on non-traditional investment pools, in particular commodity pools such as the Fund, publicly distributed in the United States. There has been significant international governmental concern expressed regarding, for example, (i) the disruptive effects of speculative trading on the central banks' attempts to influence exchange rates and (ii) the need to regulate the derivatives markets in general. THERE IS A POSSIBILITY OF FUTURE REGULATORY CHANGES ALTERING, PERHAPS TO A MATERIAL EXTENT, THE NATURE OF AN INVESTMENT IN THE FUND. The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of futures and forward transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse. (25) FUND TRADING IS NOT TRANSPARENT TO INVESTORS The Advisors make the Fund's trading decisions. While Kenmar receives daily trade confirmations from the clearing broker and foreign exchange dealers, the Fund's trading results are reported to the Unitholders monthly. Accordingly, an investment in the Fund does not offer the Unitholders the same transparency, I.E., an ability to review all investment positions daily, that a personal trading account offers. (26) LACK OF INDEPENDENT EXPERTS REPRESENTING INVESTORS Kenmar has consulted with counsel, accountants and other experts regarding the formation and operation of this Fund. No counsel has been appointed to represent the Unitholders in connection with the offering of the Units. Accordingly, each prospective investor should consult his own legal, tax and financial advisers regarding the desirability of an investment in the Fund. (27) FORWARDS, SWAPS, HYBRIDS AND OTHER DERIVATIVES ARE NOT SUBJECT TO CFTC REGULATION The Fund trades foreign exchange contracts in the interbank market. In the future, the Fund may also trade swap agreements, hybrid instruments and other off-exchange contracts. Swap agreements involve trading income streams such as fixed rate or floating rate interest. Hybrids are instruments which combine features of a security with those of a futures contract. The dealer market for off-exchange instruments is becoming more liquid. There is no exchange or clearing house for these contracts and they are not regulated by the CFTC. The Fund will not receive the protections which are provided by the CFTC's regulatory scheme. (28) POSSIBILITY OF TERMINATION OF THE FUND BEFORE EXPIRATION OF ITS STATED TERM As managing owner, Kenmar may withdraw from the Fund upon 120 days' notice, which would cause the Fund to terminate unless a substitute managing owner were obtained. Other events, such as a long-term substantial loss suffered by the Fund, could also cause the Fund 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 National Futures Association of Kenmar or the Clearing Broker were revoked or suspended, such entity would no longer be able to provide services to the Fund. THE FUND AND ITS OBJECTIVES OBJECTIVES o SIGNIFICANT PROFITS OVER TIME o CONTROLLED PERFORMANCE VOLATILITY o CONTROLLED RISK OF LOSS o A MEANS OF DIVERSIFYING A TRADITIONAL PORTFOLIO OUT OF ITS TYPICAL "ALL LONG" EQUITY AND DEBT BIAS AND DEPENDENCE ON A SINGLE NATION'S ECONOMY BY ACCESSING GLOBAL FINANCIAL AND NON-FINANCIAL FUTURES MARKETS. The Fund's potential for aggressive capital growth arises from the profit possibilities offered by the global futures, forward and options markets and -15-
POS AM22nd Page of 191TOC1stPreviousNextBottomJust 22nd
the skills of the professional trading organizations selected to manage the assets of the Fund. The fact that the Fund can profit from both rising and falling markets adds an element of profit potential that long-only strategies cannot access. In addition to its profit potential, the Fund could also help reduce the overall volatility, or risk, of a portfolio. By investing in markets that operate independently from United States stock and bond markets, the Fund may provide positive returns even when United States stock and bond markets are experiencing flat to negative performance. The Fund is structured to substantially eliminate the administrative burden that would otherwise be involved in Unitholders engaging directly in futures transactions. Unitholders, among other things, will receive directly from Kenmar monthly unaudited financial reports and annual audited financial statements (setting forth, in addition to certain other information, the Net Asset Value per Unit, the Fund's trading profits or losses and the Fund's expenses for the period) as well as all tax information relating to the Fund necessary for Unitholders to complete their federal income tax returns. The approximate Net Asset Value per Unit will be available from Kenmar upon request. INVESTMENT PHILOSOPHY The Fund is managed by Kenmar Advisory Corp. Kenmar: (i) selects the Fund's Clearing Brokers and Selling Agents and selects and monitors the Advisors; (ii) allocates and/or reallocates Fund assets among the Advisors; (iii) determines if an Advisor should be removed or replaced; (iv) negotiates advisory fees; and (v) performs such other services as Kenmar believes that the Fund may from time to time require. Kenmar believes that the most effective means of controlling the risks of the Fund's futures, forward and options trading is through a diversified portfolio of Advisors. An important part of this strategy focuses on controlling risk by combining Advisors who employ diverse trading methodologies -- such as technical, fundamental, systematic, trend-following, discretionary or mathematical -- and who exhibit diverse performance characteristics. The objective of this strategy is to construct a portfolio of Advisors whose combined performance best meets the investment aim of the Fund to achieve superior returns within appropriately defined parameters of risk. The process of selecting Advisors is an ongoing one -- Kenmar continuously analyzes qualitatively and quantitatively the performance and trading characteristics of the current and prospective Advisors in an effort to determine which Advisors are best suited to the current market environment. Based upon such continuing analysis, Kenmar will reallocate assets among the Advisors or change the portfolio of Advisors when Kenmar's perception of the trading environment or an Advisor's individual performance indicates to Kenmar that such change or changes are appropriate. Kenmar's ability to manage successfully the risks of futures and related investments is dependent upon a willingness to act decisively and a management style that identifies shifting market trends. Therefore, when Kenmar's perception of market conditions and/or individual Advisor performance suggests that an alternative trading style or methodology might be better suited to Kenmar's perception of the current market environment, Kenmar may alter the portfolio of Advisors or the allocation of assets among the Advisors without prior notice to, or the approval of, the Unitholders. See "The Risks You Face -- (24) Regulatory Matters May Alter the Nature of an Investment in the Fund" at page 15. The Fund's assets are allocated to a core group of Advisors (currently comprising Graham Capital Management, L.P., Grinham Managed Funds Pty Ltd. and Transtrend B.V.), and a non-core group, including Hyman Beck & Company, Inc. ("HB & Co."). Kenmar currently expects to allocate assets to HB & Co. on or about May 1, 2004 and expects to eventually allocate at least 10% of the Fund's assets to HB & Co., at which point, HB & Co. would then be considered to be a core advisor of the Fund. The percentage of Fund assets allocated to each core advisor may change over time as a result of differing performance results or due to allocation and reallocation decisions by Kenmar. It is not anticipated, however, that adjustments to the core group of Advisors will be frequent. In addition, Kenmar will attempt to enhance the performance of the Fund by dynamically allocating and reallocating Fund assets among the non-core Advisors. Such allocation decisions will be based on a variety of considerations which may include, but are not limited to, focus on a particular market or sector; cyclical performance analysis; or strategy diversification. For example, changes in the trading environment may require a greater emphasis on shorter-term trend-following strategies over longer term, or on fundamental strategies over technical. Each non-core Advisor is allocated less than 10% of the Fund's assets. This methodology is intended to augment the ongoing portfolio performance and risk management of the Fund. -16-
POS AM23rd Page of 191TOC1stPreviousNextBottomJust 23rd
As noted above, Kenmar may, from time to time, withdraw Fund's assets allocated to non-core Advisors in part or entirely. Kenmar may also allocate Fund assets to replacement or additional non-core Advisors. PROSPECTIVE INVESTORS MUST RECOGNIZE THAT ADVISOR SELECTIONS AND ALLOCATIONS REQUIRE THE EXERCISE OF JUDGMENT AND DISCRETION AND ARE NOT DETERMINED IN ANY PRECISE OR SYSTEMATIC MANNER. THERE CAN BE NO ASSURANCE THAT KENMAR'S SELECTION AND MONITORING OF A LIMITED GROUP OF ADVISORS FOR THE FUND WILL, IN THE FUTURE, PRODUCE MORE SUCCESSFUL RESULTS (IN TERMS OF EITHER RISK CONTROL OR PROFITABILITY) THAN WOULD THE SELECTION OF A SINGLE ADVISOR, A FIXED COMBINATION OF ADVISORS OR A SMALLER OR LARGER GROUP OF ADVISORS. DIVERSIFICATION Trader Diversification The Fund utilizes a number of Advisors who are allocated varying amounts of capital. These allocations will vary continually. Multiple Advisors provide multiple timing parameters and different sector focuses. This produces a portfolio that is quite different from that of a single-trader fund. See "The Risks You Face -- (16) Advisors Trading Independently of Each Other May Reduce Risk Control Potential" at page 13. Market Diversification As global markets and investing become more complex, professionally managed futures may increasingly continue to be included in traditional portfolios of stocks and bonds managed by advisors seeking improved balance and diversification. The globalization of the world's economy has the potential to offer significant investment opportunities, as major political and economic events continue to have an influence, in some cases a dramatic influence, on the world's markets, creating risk but also providing the potential for profitable trading opportunities. By allocating a portion of the risk segment of their portfolios to selected advisors specializing in futures, forward and options trading, investors have the potential, if their futures investment is successful, to enhance their prospects for improved performance as well as to reduce the volatility of their portfolios over time and the dependence of such portfolios on any single nation's economy. [Remainder of page left blank intentionally.] -17-
POS AM24th Page of 191TOC1stPreviousNextBottomJust 24th
Through Kenmar's Advisor selections, the Fund will have the flexibility to access world markets, including but not limited to: CURRENCIES -------------------------------------------------------------------------------- Australian Dollar Indian Rupee Polish Zloty British Pound Japanese Yen Singapore Dollar Canadian Dollar Malaysian Ringgit Swedish Krona Danish Krone Mexican Peso Swiss Franc Euro Currency New Zealand Dollar S. African Rand Hungarian Forint Norwegian Krone Thai Bhat FINANCIAL INSTRUMENTS -------------------------------------------------------------------------------- Australian All Ordinaries LIBOR - 1 mo. Australian Bank Bills Major Market Stock Index (U.S.) Australian Treasury Bonds MEFF&S Stock Index (Spain) CAC 40 Stock Index (France) MIB-30 (Italy) Canadian Bankers Acceptance MSCI Taiwan Stock Index Canadian Government Bonds Nasdaq 100 (U.S.) DAX Stock Index (Germany) Nikkei Stock Average (Japan) Dow Jones Industrial Average (U.S.) OMX Stokholm Stock Index ECU Notional Bonds Russell 2000 (U.S.) Euribor S&P 500 Stock Index (U.S.) Eurodollars Singapore MSCI Euroswiss Spanish Notional Bonds Eurotop 100 Index (Europe) Swedish Government Bond Euroyen Swiss Bonds Financial Times 100 Stock Index (U.K.) Swiss Market Index German Boble Tokyo Stock Price Index (Japan) German Bunds U.K. Gilts Hang Seng Index U.K. Short Sterling IBEX Plus 35 Index (Spain) U.S. Treasury Bonds Japanese Bonds U.S. Treasury Notes Value Line Stock Index (U.S.) METALS -------------------------------------------------------------------------------- Aluminum Lead Platinum Tin Copper Nickel Silver Zinc Gold Palladium ENERGY PRODUCTS -------------------------------------------------------------------------------- Crude Oil Kerosene Natural Gas Propane Electricity London Brent No. 2 Heating Oil Unleaded Gasoline Gas Oil AGRICULTURAL PRODUCTS -------------------------------------------------------------------------------- Canola Feeder Cattle Orange Juice Soybean Oil Cocoa Flaxseed Pork Bellies Sugar Coffee Live Cattle Rapeseed Wheat Corn Live Hogs Soybeans Lumber Cotton Oats Soymeal -18-
POS AM25th Page of 191TOC1stPreviousNextBottomJust 25th
THE FUND WILL TRADE IN MANY, BUT NOT ALL, OF THE FOREGOING MARKETS AS WELL AS ADDITIONAL MARKETS. THERE CAN BE NO ASSURANCE AS TO WHICH MARKETS THE FUND WILL, IN FACT, TRADE OVER TIME OR AT ANY GIVEN TIME. THE ADVISORS DO NOT EACH TRADE IN ALL OF THE FOREGOING MARKETS. THE FUND'S PORTFOLIO EXPOSURE MAY, FROM TIME TO TIME, BE CONCENTRATED IN A LIMITED NUMBER OF MARKETS. The chart below represents an average allocation of the Fund's assets over the course of the year ending 2003. The percentage exposure to markets will vary substantially over time as Advisors assess the various sectors. KENMAR GLOBAL TRUST AVERAGE MARKET SECTOR PARTICIPATION FOR THE YEAR 2003 [The table below represents a pie chart in the printed report.] Tropicals 1.14% Meats 0.39% Currencies 19.76% North American Rates 8.80% European Rates 7.72% Pacific Rim Rates 4.01% US Stock Indices 18.06% European Stock Indices 9.72% Pacific Rim Stock Indices 14.14% Energies 6.22% Metals 5.53% Grains 4.52% THE ADVISORS All direct investment decisions for the Fund will be made by commodity trading advisors selected and monitored by Kenmar. See "The Risks You Face-- (24) Regulatory Matters May Alter the Nature of an Investment in the Fund" at page 15. Each current Advisor is, and it is anticipated that any subsequent Advisor, if any, will be, registered with and regulated by the CFTC. THE REGISTRATION OF THE ADVISORS WITH THE CFTC AND THEIR MEMBERSHIP IN THE NFA MUST NOT BE CONSTRUED TO MEAN THAT ANY REGULATORY BODY HAS RECOMMENDED OR APPROVED THE ADVISORS OR THE FUND. Subject to the restrictions inherent in or imposed on publicly-offered managed futures funds, Kenmar anticipates varying Advisors from time to time and, with them, the Fund's market emphasis as Kenmar believes performance and market conditions indicate that such a change could be advantageous for the Fund. However, Kenmar also believes that it is necessary to maintain an account with an Advisor for some length of time (at least unless aberrational trading patterns or apparent deviations from announced strategy or risk control policies develop) to give such Advisor a reasonable opportunity to achieve its objectives. The following are the core Advisors and current asset allocations for the Fund. -19-
POS AM26th Page of 191TOC1stPreviousNextBottomJust 26th
APPROXIMATE ASSETS CURENT % ALLOCATION IN PROGRAMS CORE ADVISOR AND GENERAL MANAGED FOR FUND NON-CORE ADVISOR* STRATEGY TYPE FEBRUARY 29, 2004** ------------------------------- ---------------------- ------------------ Graham Capital Management, L.P. Longer-Term Technical, $1.472 billion*** (33%) Trend Following Grinham Managed Funds Pty. Ltd. Shorter-Term Technical, $534.7 million (33%) Trend Following Hyman Beck & Co.**** Short-Term Technical, $3.6 million or (0%) Momentum Trading or $2.04 million Short-Term Technical, Momentum Trading/Long- Term Technical Trend Following Transtrend B.V. Longer-Term Technical, $575.0 million (34%) Trend Following --------------- * The Advisors and asset allocations for the Fund in effect as of February 29, 2004 are more specifically described under "Management's Discussion and Analysis of Financial Condition and Results of Operations." The allocations set forth above are approximate, and will be affected by (i) the profit and loss generated by each Advisor in relation to the performance of the other Advisors for the Fund, and (ii) any subsequent reallocation decision by Kenmar. The initial allocations to the Advisors at the commencement of the Fund's trading operations, allocations and reallocations of subsequent subscription amounts are described under "Management's Discussion and Analysis of Financial Condition and Results of Operations." ** Excluding "notional" funds, except Graham Capital Management, L.P., which includes "notional" funds. "Notional" funds represent the difference between the level at which a trader is instructed to trade an account and the capital actually committed to the account. "Notional" funds do not represent assets under management, but they do indicate the level of equity which a trader has been instructed to consider itself to be managing in determining the magnitude of positions taken. ***Reflects notional assets under management of the the K4 Program at 150% Leverage ("150% Leverage"). Graham Capital Management, L.P. trades either the 150% Leverage program or K4 Program at Standard Leverage ("Standard Leverage") on behalf of the Fund. The Fund may not invest in both the 150% Leverage program and the Standard Leverage program simultaneously. ****Although Hyman Beck & Co. ("HB & Co.") is not a core advisor as of the date of this document and will not become an Advisor until May 1, 2004, Kenmar currently expects to allocate assets to HB & Co. on or about May 1, 2004 and expects to eventually allocate at least 10% of the Fund's assets to HB & Co., at which point, HB & Co. would then be considered to be a core advisor of the Fund. HB & Co. may trade on behalf of the Fund either the FastTrac Portfolio or the Macro Strategies Portfolio, which has $3.6 million and $2.04 million under management, respectively, as of February 29, 2004. --------------- CORE AND POTENTIAL CORE ADVISOR SUMMARIES MORE COMPLETE DESCRIPTIONS AND PERFORMANCE SUMMARIES FOR THE CORE ADVISORS DESCRIBED IN THIS SECTION OF THE PROSPECTUS ARE INCLUDED UNDER "PART TWO -- STATEMENT OF ADDITIONAL INFORMATION -- THE ADVISORS," AT PAGE 95. READ THAT SECTION OF THE PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO INVEST IN THE FUND. SEE "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 "-- (2) POSSIBLE TOTAL LOSS OF AN INVESTMENT IN THE FUND" AT PAGE 10. GRAHAM CAPITAL MANAGEMENT, L.P. OVERVIEW Graham Capital Management, L.P. ("GCM") was organized as a Delaware limited partnership in May 1994. The general partner of GCM is KGT, Inc., a Delaware corporation of which Kenneth G. Tropin is the President and sole shareholder. The limited partner of GCM is KGT Investment Partners, L.P., a Delaware limited partnership of which KGT, Inc. is also a general partner and in which Mr. Tropin is the principal investor. (KGT, Inc. and KGT Investment Partners, L.P. are not affiliated with Kenmar, the Fund or any other company affiliated or related to Kenmar or the Fund.) GCM became registered as a commodity pool operator and commodity trading advisor under the Commodity Exchange Act and a member of the National Futures Association on July 27, 1994. THE REGISTRATION OF GCM WITH THE CFTC AND ITS MEMBERSHIP IN THE NATIONAL FUTURES ASSOCIATION MUST NOT BE TAKEN AS AN INDICATION THAT ANY SUCH AGENCY OR SELF-REGULATORY BODY HAS RECOMMENDED OR APPROVED GCM. The current program used by GCM on behalf of the Fund is the K4 Program at 150% Leverage ("150% Leverage"). The Fund may also elect to have GCM utilize the K4 Program at Standard Leverage ("Standard Leverage") on behalf -20-
POS AM27th Page of 191TOC1stPreviousNextBottomJust 27th
of the Fund. The Fund will not invest in both the Standard Leverage program and the 150% Leverage program simultaneously. GCM is an investment manager that actively trades worldwide on a 24-hour basis in the equity, fixed income, currency and commodity markets utilizing securities, futures, forwards and other financial instruments. GCM offers clients various systematic and discretionary global macro trading programs and a long-short equity program. GCM uses systematic trading programs or models to produce trading signals on a largely automated basis when applied to market data. GCM also manages discretionary trading programs for which trades are determined subjectively on the basis of its traders' assessment of market conditions rather than through application of an automated system. GCM's long-short equity program applies a mean reversion strategy to several hundred large capitalization stocks. The investment objective of each GCM trading strategy is to provide clients with significant potential for capital appreciation in both rising and falling markets during expanding and recessionary economic cycles. MANAGEMENT KENNETH G. TROPIN is the Chairman, the founder and a Principal of GCM. Mr. Tropin has developed the majority of the firm's core trading programs and he is additionally responsible for the overall management of the organization, including the investment of its proprietary trading capital. Prior to founding GCM in 1994, Mr. Tropin served as President, Chief Executive Officer, and a Director of John W. Henry & Company, Inc., during which the assets under management grew from approximately $200 million to approximately $1.2 billion. Previously, Mr. Tropin was Senior Vice President at Dean Witter Reynolds, where he served as Director of Managed Futures and as President of Demeter Management Corporation and Dean Witter Futures and Currency Management Inc. Mr. Tropin has also served as Chairman of the Managed Funds Association and its predecessor organization, which he was instrumental in founding during the 1980's. PAUL SEDLACK is the Chief Executive Officer, the General Counsel and a Principal of GCM. Mr. Sedlack began his career at the law firm of Coudert Brothers in New York in 1986 and was resident in Coudert's Singapore office from 1988 to 1989. Prior to joining GCM in June 1998, Mr. Sedlack was a Partner at the law firm of McDermott, Will & Emery in New York, focusing on securities and commodities laws pertaining to the investment management and related industries. Mr. Sedlack received a J.D. from Cornell Law School in 1986 and an M.B.A. in Finance in 1983 and B.S. in Engineering in 1982 from State University of New York at Buffalo. MICHAEL S. RULLE JR. is the President and a Principal of GCM. As President of GCM, Mr. Rulle is responsible for the management of GCM in its day-to-day course of business. Prior to joining GCM in February 2002, Mr. Rulle was President of Hamilton Partners Limited, a private investment company that deployed its capital in a variety of internally managed equity and fixed income alternative investment strategies on behalf of its sole shareholder, Stockton Reinsurance Limited, a Bermuda based insurance company. From 1994 to 1999, Mr. Rulle was Chairman and CEO of CIBC World Markets Corp., the US broker-dealer formerly known as CIBC Oppenheimer Corp. Mr. Rulle served as a member of its Management Committee, Executive Board and Credit Committee and was Co-Chair of its Risk Committee. Business responsibilities included Global Financial Products, Asset Management, Structured Credit and Loan Portfolio Management. Prior to joining CIBC World Markets Corp., Mr. Rulle was a Managing Director of Lehman Brothers and a member of its Executive Committee and held positions of increasing responsibility since 1979. At Lehman, Mr. Rulle founded and headed the firm's Derivative Division, which grew to a $600 million enterprise by 1994. Mr. Rulle received his M.B.A. from Columbia University in 1979, where he graduated first in his class, and he received his bachelor's degree from Hobart College in 1972 with a concentration in political science. ROBERT E. MURRAY is the Chief Operating Officer and a Principal at GCM and is responsible for the management and oversight of client services, systematic trading, and technology efforts. Prior to joining GCM, from 1984 until June, 2003, Mr. Murray held positions of increasing responsibility at various Morgan Stanley entities (and predecessors), including Managing Director of the Strategic Products Group, Chairman of Demeter Management Corporation (a commodity pool operator that grew to $2.3 billion in assets under management during Mr. Murray's tenure) and Chairman of Morgan Stanley Futures & Currency Management Inc. (a commodity trading advisor). Mr. Murray is currently a member of the Board of Directors of the National Futures Association and serves on its Membership and Finance Committees. Mr. Murray has served as Vice Chairman and a Director of the Board of the Managed Funds Association. Mr. Murray received a Bachelor's Degree in Finance from Geneseo State University in 1983. -21-
POS AM28th Page of 191TOC1stPreviousNextBottomJust 28th
THOMAS P. SCHNEIDER is an Executive Vice President, the Chief Trader and a Principal of GCM. He is responsible for managing GCM's systematic futures trading operations, including order execution, formulating policies and procedures, and developing and maintaining relationships with independent executing brokers and futures commission merchants ("FCMs"). Mr. Schneider has also been an NFA arbitrator since 1989 and has served on the MFA's Trading and Markets Committee. Mr. Schneider graduated from the University of Notre Dame in 1983 with a B.B.A. in Finance and received his Executive M.B.A. from the University of Texas at Austin in 1994. From June 1985 through September 1993, Mr. Schneider held positions of increasing responsibility at ELM Financial, Inc., a commodity trading advisor in Dallas, Texas, where he was ultimately Chief Trader, Vice President and Principal responsible for 24-hour trading execution, compliance and accounting. In January 1994, Mr. Schneider began working as Chief Trader for Chang Crowell Management Corporation, a commodity trading advisor in Norwalk, Connecticut, where he was responsible for streamlining operations for more efficient order execution, and for maintaining and developing relationships with over 15 FCMs on a global basis. ROBERT G. GRIFFITH is an Executive Vice President, the Director of Research, the Chief Technology Officer and a Principal of GCM and is responsible for the management of all research activities and technology resources of GCM, including portfolio management, asset allocation and trading system development. Mr. Griffith is in charge of the day-to-day administration of GCM's trading systems and the management of GCM's database of price information on more than 100 markets. Prior to joining GCM, Mr. Griffith's company, Veridical Methods, Inc., provided computer programming and consulting services to such firms as GE Capital, Lehman Brothers and Morgan Guaranty Trust. He received his B.B.A. in Management Information systems from the University of Iowa in 1979. FRED J. LEVIN is the Chief Economist, a Senior Discretionary Trader and a Principal of GCM specializing in fixed income markets with particular emphasis on short-term interest rates. Prior to joining GCM in March 1999, Mr. Levin was employed as director of research at Aubrey G. Lanston & Co. Inc. from 1998. From 1991 to 1998, Mr. Levin was the chief economist and a trader at Eastbridge Capital. From 1988 to 1991, Mr. Levin was the chief economist and a trader at Transworld Oil. From 1982 to 1988, Mr. Levin was the chief economist, North American Investment Bank at Citibank. From 1970 to 1982, Mr. Levin headed the domestic research department and helped manage the open market desk at the Federal Reserve Bank of New York. Mr. Levin received an M.A. in economics from the University of Chicago in 1968 and a B.S. from the University of Pennsylvania, Wharton School in 1964. SAVVAS SAVVINIDIS, C.P.A., is the Chief Financial Officer and a Principal of GCM. Before he joined GCM in June 2003, he was Chief Operating Officer of Agnos Group, L.L.C. from January 2001-February 2003 and had previously served as Director of Operations, from October 1994 to June 2000, of Moore Capital Management, Inc., and from July 1993 to September 1994, of Argonaut Capital Management, Inc. From May 1988 to June 1993, he worked at Lehman Brothers and from July 1986 to April 1988, at the North American Investment Bank of Citibank. Upon graduating from St. John's University with a B.S. in Accounting, Mr. Savvinidis started his career with Grant Thornton in 1984, where he received his CPA designation in 1986. He is a member of the New York Society of C.P.A.'s. ROBERT C. HILL is a discretionary trader of GCM specializing in the energy commodity markets, and a Principal of GCM. Prior to joining GCM in April 2003, Mr. Hill worked as a consultant at Gerson Lehrman Group. From November 1999 to October 2002, he was employed as Director of Trading at Duke Energy. From March 1997 to October 1999, Mr. Hill was an energy trader at Louis Dreyfus Energy Corp. and from May 1994 to March 1997, he worked for Enterprise Products Company as a distribution coordinator for energy products. Mr. Hill received an MBA in 1997 from the University of St. Thomas in Houston, TX and a B.A. in 1992 from Stephen F. Austin State University. JASON C. SHAPIRO is a discretionary trader and a Principal of GCM. From January 2002 to October 2003, when he joined GCM, Mr. Shapiro was President of Applied Systematic Trading, where he developed its trading program. Mr. Shapiro worked as a portfolio manager for Chelsey Capital from July 2001 to December 2001 and as a proprietary trader for The Gelber Group from September 2000 to April 2001. He served both as a portfolio manager for HCM Capital Management, Inc. and as a principal in Kilgore Capital from the period May 1997 to January 2000. From July 1996 to April 1997, he was engaged in the development of trading programs. He completed the coursework for a Masters of Finance at the London Business School over the 1995-1996 academic year. He worked at the Development Bank of Singapore in Hong Kong (from March 1994 to August 1995), Overseas -22-
POS AM29th Page of 191TOC1stPreviousNextBottomJust 29th
Chinese Banking Corporation (from October 1992 to February 1994) and the Hong Kong and Shanghai Banking Corporation (from February 1991 to August 1992) in sales and trading positions. Mr. Shapiro received a B.S. in Finance with honors from The University of South Florida in 1989. STEVEN T. AIBEL is a discretionary trader and a Principal of GCM, specializing in global macro markets with a primary focus on foreign exchange. Prior to joining GCM in July 2003, Mr. Aibel worked as a proprietary trader at J.P. Morgan Chase from April 2002 to March 2003 trading foreign exchange. He began his career at Goldman Sachs and Co. in the precious metals area in 1988 until 1993, moving over to the foreign exchange area of Goldman Sachs and Co. until November 1994. Following work in the foreign exchange area of Lehman Bothers from then until June 1995, Mr. Aibel worked at Credit Suisse First Boston as a Deutsche Mark market maker from July 1995 until July 1997 and a proprietary foreign exchange trader from July 1997 until April 2000. Mr. Aibel received an MBA in 1988 with a double major in Finance and International Business and a B.A. in 1987 in Finance, all from George Washington University. XIN-YUN ZHANG is a discretionary trader and a Principal of GCM, specializing in fixed income. Prior to joining GCM in September, 2003, Mr. Zhang worked at Tudor Investment Corp. from January 2000 to August 2003, where his trading focused on US and Japanese government bonds. From October 1995 to January 2000, he was a fixed- income trader for Greenwich Capital. He worked in fixed-income research for Long-Term Capital Management from October 1993 to October 1995. He received a B.S. from Beijing University in 1983 and a Ph.D. in theoretical physics from University of California, San Diego in 1989, and was a post-doctoral research fellow at Rutgers University from 1989-1993. BRIAN ALDERSHOF, Ph.D., CFA is the Risk Manager, a Vice President and a quantitative research analyst of GCM with significant expertise in mathematics and statistics. Prior to joining GCM, Dr. Aldershof was a professor of mathematics at Lafayette College in Easton, PA. Dr. Aldershof's research interests center on non-linear stochastic systems, especially genetic algorithms. Dr. Aldershof received his M.S. (1990) and Ph.D. (1991) in Statistics from the University of North Carolina at Chapel Hill where he was a Pogue Fellow. His research in graduate school concerned estimating functionals of probability density functions. During this time, he was a consultant for the RAND Corporation, the Center for Naval Analyses, and the Environmental Protection Agency. Dr. Aldershof received his A.B. (1985) from Middlebury College where he completed a double major in Mathematics and Psychology. He is a CFA charterholder and a member of the Association for Investment Management and Research. SEE "PART TWO -- STATEMENT OF ADDITIONAL INFORMATION -- THE CORE AND POTENTIAL CORE ADVISORS," PAGES 101 THROUGH 113 FOR INFORMATION RELATING TO GRAHAM CAPITAL MANAGEMENT, L.P. GRINHAM MANAGED FUNDS PTY LTD. OVERVIEW Grinham Managed Funds Pty Ltd. is an Australian commodity trading advisor utilizing an automated, technical trading system. The basic premise of the system is that markets incorporate a random and non-random component. The Grinham Managed Funds Pty Ltd. system is designed to identify when markets begin to move in a non-random fashion and to generate orders to profit from non-random price movements. Grinham Managed Funds Pty Ltd. trades the Diversified Managed Accounts Program on behalf of the Fund. Grinham Managed Funds Pty Ltd. trades 45 markets across 7 countries, incorporating most of the major stock indices, interest rates, currency and commodities markets. Risk control is a major fundamental of the system, utilizing diversification to limit the risk of any single trade to less than 0.1% of the assets under management. MANAGEMENT RICHARD GRINHAM B.Sc. (Hons.) is a Director and associated person of Grinham. In 1989, Richard was an options dealer at Schroders, Sydney in the over-the-counter currency market and in the Bank Bill pit on the floor of the Sydney Futures Exchange (SFE). In 1990 he returned to university and received a first class honors degree in science majoring in Pure Mathematics. The topic area of his thesis was Fractals and Chaos Theory, the study of which led to a greater understanding of the dynamics of markets. Futures markets are an example of a fractal. Both fractals and non-linear dynamics (intuitively, systems which have feedback) influenced the development of the systems used at Grinham. The feedback phenomena studied at university are now a significant part of the company's strategy. In the partnership from 1990 to 1993 and since 1993 at Grinham, Richard Grinham -23-
POS AM30th Page of 191TOC1stPreviousNextBottomJust 30th
has been Director of Research and Trading and is responsible for the ongoing development of the trading systems. ANGUS GRINHAM (B.Ec.) is a Director and associated person of Grinham. He completed an Economics degree with majors in Finance and Econometrics in 1992 and has since completed his MBA. During his undergraduate study, Angus commenced his own research into trading techniques and began trading a proprietary account on the SFE. Upon completion of his degree, Angus was employed as a futures broker on the international futures desk of Tricom Futures Management, an Australian introducing broker. From 1992 to 1996 (while at Tricom) Angus worked part-time at Grinham in the design of software to facilitate the execution and clearing of the trading systems. Angus joined Grinham on a full time basis in 1996. Angus is currently the Director of Trading and Information Technology and is responsible for trading, technology and the implementation of new trading systems. SEE "PART TWO -- STATEMENT OF ADDITIONAL INFORMATION -- CORE AND POTENTIAL CORE ADVISORS," PAGES 114 THROUGH 119 FOR INFORMATION RELATING TO GRINHAM MANAGED FUNDS PTY LTD. HYMAN BECK & COMPANY, INC. OVERVIEW Hyman Beck & Company, Inc. ("HB & Co."). was incorporated under the laws of the State of Delaware in February 1991 and is wholly-owned by Mr. Alexander Hyman and Mr. Carl J. Beck. Although HB & Co. is not a core advisor as of the date of this document and will not become an Advisor until May 1, 2004, Kenmar currently expects to allocate assets to HB & Co. on or about May 1, 2004 and expects to eventually allocate at least 10% of the Fund's assets to HB & Co., at which point, HB & Co. would then be considered to be a core advisor of the Fund. Kenmar expects HB & Co. to trade either the FastTrac Portfolio program ("FastTrac") or the Macro Strategies Portfolio ("Macro Strategies") on behalf of the Fund. FastTrac is a quantitative trading strategy named heuristically for its relative short duration of trades. Macro Strategies is an investment program which incorporates a short term divergence trading component to a "macro" trading style program. HB & Co. is engaged in the business of providing trading advisory services to customers with respect to futures contracts, forward contracts, options on futures contracts and physical commodities, exchange of futures for physical ("EFP") transactions, and other futures-related interests (collectively, "futures interest contracts") on United States and foreign exchanges and markets. HB & Co. trades futures interest contracts including, but not limited to, contracts in agricultural items, energy products, financial instruments and indices, foreign currencies, and metals. HB & Co. manages accounts for trading in futures interest contracts on a discretionary basis; its trading methodologies are speculative in nature. HB & Co. relies primarily on technical analysis. The trading methodologies employed by HB & Co. are based on programs analyzing a large number of interrelated mathematical and statistical formulas and techniques which are quantitative and proprietary in nature. MANAGEMENT ALEXANDER HYMAN is the President and a principal of HB & Co. Mr. Hyman is also a fifty percent shareholder of HB & Co. Mr. Hyman, along with Mr. Beck, is directly responsible for all trading and money management decisions made by HB & Co. From 1983 through February 1991, Mr. Hyman was employed by Dean Witter Reynolds, Inc., a registered futures commission merchant, where, at the time of his departure, he was First Vice President and Associate Director of the Managed Futures Division and a Director and principal of Dean Witter Futures & Currency Management Inc., a registered commodity trading advisor. Mr. Hyman was also a Director of Demeter Management Corporation, the sponsor of all of Dean Witter's public futures funds. While at Dean Witter, Mr. Hyman also was responsible for the development of managed futures products. Mr. Hyman was graduated from Hofstra University in May 1983 with a B.B.A. degree in International Business and Economics. CARL J. BECK is Vice President, Secretary, Treasurer, and a principal of HB & Co. Mr. Beck is also a fifty percent shareholder of HB & Co. Mr. Beck, along with Mr. Hyman, is directly responsible for all trading and money management decisions made by HB & Co. From 1985 through February 1991, Mr. Beck was employed by Dean Witter Reynolds, Inc., a registered futures commission merchant, where, at the time of his departure, he held the position of Vice President and Senior Portfolio Manager. Mr. Beck was also a Vice President and principal of Dean Witter Futures & Currency Management Inc., a registered commodity trading advisor, where he was responsible for day to day management and trading activities. Prior to joining Dean Witter, Mr. Beck was employed by J. Aron & Co., a commodity trading firm. From April 1994 -24-
POS AM31st Page of 191TOC1stPreviousNextBottomJust 31st
through February 2001, Mr. Beck was appointed to and served on the Board of Managers of the Coffee, Sugar and Cocoa Exchange, Inc., and, most recently, on the Board of Directors of the New York Cotton Exchange and New York Board of Trade. Mr. Beck was graduated magna cum laude from Fordham University in May 1983 with a B.A. degree in Economics and earned an M.B.A. degree in Finance from New York University in May 1989. NORMAN HYMAN is a principal and director of trading at HB & Co. Mr. Hyman is responsible for all daily trading room personnel and activities including executions, reporting, and documentation. After attending Oakland Community College, Mr. Hyman was employed by Procurement Services, Inc., from January 1991 to January 1993 where at the time of his departure, he held the position of chief export manager responsible for purchasing, consolidating and exporting products worldwide. Mr. Hyman joined HB & Co. in January 1993 as a junior trader. SOCRATES IOANNIDIS is the director of quantitative research at HB & Co. Dr. Ioannidis is responsible along with Messrs. Hyman and Beck for research activities and product development. Dr. Ioannidis holds a B.S. in Chemical Engineering from Aristotle University of Thessaloniki, Greece, a Ph.D. in Chemical Engineering from New Jersey Institute of Technology, and a M.S. in Mathematical Finance from New York University's Courant Institute of Mathematical Sciences. Prior to joining HB & Co., Dr. Ioannidis worked as a research engineer for OLI Systems, Inc. a leader in research and software development for thermodynamic applications. Dr. Ioannidis has several publications in refereed journals in the area of chemical thermodynamics. Dr. Ioannidis joined HB & Co. in May 2000. JAMES F. LUBIN is a principal of HB & Co. Mr. Lubin is responsible for product development, strategic planning, investment strategy and business development. Prior to joining HB & Co. in July 2003, Mr. Lubin was a Senior Vice President within the Fixed Income Division of Lehman Brothers from 1999, where he was responsible for establishing the foreign exchange business with Alternative Investment Managers. From 1980 to 1999, Mr. Lubin held positions of increasing responsibility with Merrill Lynch. During his tenure with Merrill Lynch, Mr. Lubin was employed in the Futures, Foreign Exchange and Alternative Investment divisions. At the time of his departure, Mr. Lubin was managing the Foreign Exchange business with Alternative Investment Managers and was a member of the Investment Committee of MLFIP, the sponsor of Merrill Lynch's Alternative Investment funds. The Investment Committee was responsible for the selection of the Alternative Investment Managers retained by the entity. Mr. Lubin was graduated from Adelphi University in May 1979 with a B.A. degree in Economics and earned an M.B.A. degree in Finance from Adelphi University in May 1983. SEE "PART TWO -- STATEMENT OF ADDITIONAL INFORMATION -- THE CORE AND POTENTIAL CORE ADVISORS," PAGES 120 THROUGH 125 FOR INFORMATION RELATING TO HYMAN BECK & COMPANY, INC. TRANSTREND B.V. OVERVIEW In its Diversified Trend Program, traded on behalf of the Fund, Transtrend B.V. applies a combination of well researched trading systems. Each trading system has a demonstrated profit expectancy over the course of time. In particular, the trading systems attempt to exploit non-random price behaviors based on quantitative analysis of (typical) price patterns. The trading systems are consistent, systematic and applied with skill and discipline. The systems can be applied to well over a hundred different product-market-combinations traded on approximately fifty exchanges in approximately twenty-five countries. Diversified portfolios consist of a variety of futures broadly spread over interest instruments, stock indices, tangible commodities and Foreign Exchange pairs. Correlation analysis contributes to a desired portfolio balance. Volatility analysis plays a prominent role in the assessment of risk. Compatibility between trading systems and the markets they are applied to is monitored closely. Multiple entries and exits contribute to the desired stability of returns. MANAGEMENT GERARD VAN VLIET, born in 1948, graduated in March 1972 with a Masters in Business Economics from Erasmus University Rotterdam. He has worked for various firms in the cash commodity trade since 1973 and has been a council member of the Alternative Investment Management Association ("AIMA") and of various other international trade associations, both in Europe and in the United States. In 1982 he joined the Nidera Group, a multi-national trading concern involved in various agribusiness industries and with a presence in many countries. For Nidera Rotterdam he successfully established a new trading division in vegetable oils. In 1987 he became Nidera Rotterdam's CEO, supervising a -25-
POS AM32nd Page of 191TOC1stPreviousNextBottomJust 32nd
variety of trading divisions and projects, one of which was Transtrend. In January 1992, after five years of general management, Mr. Van Vliet decided to dedicate himself full-time to the development of Transtrend, at that time a subsidiary of the Nidera Group. In October 1993, Transtrend's management initiated a buy-out of the company from Nidera Group. In June 2002, Robeco Nederland B.V. became a co-shareholder in Transtrend. Gerard van Vliet will remain Transtrend's CEO and (indirect) majority shareholder until Robeco Nederland B.V acquires Transtrend's entire share capital in January 2007. JOHANNES "JOEP" P.A. VAN DEN BROEK, born in 1969, graduated in August 1995 with a Masters Degree in Business Economics from Erasmus University Rotterdam. He joined Transtrend as a trader in December of 1995. In October 1997, he was appointed Assistant Director (for trading) thereby becoming a member of Transtrend's management team. Effective as of 1 January, 1999, he has become a Managing Director of Transtrend. HAROLD M. DE BOER, born in 1966, graduated in 1990 with a Masters Degree in Applied Mathematics from Universiteit Twente in The Netherlands. In December 1989 he worked in conjunction with Transtrend for his thesis entitled "Cointegration in (tangible) Commodity Futures." In April of 1990, he joined Transtrend as a Research Analyst. In 1992 he became responsible for Transtrend's research department, and as of October 1997, he became a member of Transtrend's management team with the title of Assistant Director. Effective August 1, 1999, he was appointed a Director of Transtrend. Mr. de Boer's primary responsibility remains focused on research and product development. All directors of Transtrend have an academic degree and ample experience in dealing with derivative markets. 51% of the voting interest in Transtrend is owned by Diversified Investments B.V., a Dutch limited liability company formed on December 29, 1993 which currently serves as a holding company of Transtrend and as one of its Directors. Diversified Investments B.V. is controlled by Mr. Gerard van Vliet. 49% of the voting interest in Transtrend is owned by Robeco Nederland B.V., which is a 100% subsidiary of Robeco Group N.V., which in turn is 100% owned by Cooperative Centrale Raiffeissen-Boerenleenbank B.A. (Rabobank Nederland). SEE "PART TWO -- STATEMENT OF ADDITIONAL INFORMATION -- THE CORE AND POTENTIAL CORE ADVISORS," PAGES 126 THROUGH 141 FOR INFORMATION RELATING TO TRANSTREND B.V. THE ADVISORY AGREEMENTS Graham Capital Management, L.P. serves as an Advisor to the Fund pursuant to an Advisory Agreement which will be in effect until April 30, 2004, and the parties thereto expect to have the Advisory Agreement renew automatically for another one year term. Grinham Managed Funds Pty. Ltd. and Transtrend B.V. serve as Advisors to the Fund pursuant to Advisory Agreements which have been renewed through November 30, 2004. Hyman Beck & Company, Inc. will serve as an Advisor to the Fund effective May 1, 2004 pursuant to an Advisory Agreement which will be in effect until April 30, 2005. Each Advisory Agreement provides that the Fund will indemnify the Advisor and its affiliates, as well as their respective officers, shareholders, directors, employees, partners and controlling persons for conduct taken as an Advisor or in connection with the Advisory Agreement, provided that such conduct does not, among other things, constitute a breach of the Advisory Agreement or of any fiduciary obligation to the Fund and was done in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Fund. Each Advisory Agreement further provides that this indemnity provision will not increase the liability of any Unitholder to the Fund beyond the amount of such Unitholder's capital and profits, if any, in the Fund (exclusive of previously received distributions or other returns of capital, including redemptions). Under the exculpatory provisions of the Advisory Agreements, none of the Advisors, their affiliates nor their respective officers, directors, employees, partners, controlling persons or shareholders will be liable to the Fund or to any of the Unitholders in connection with their management of assets of the Fund except by reason of acts or omissions in contravention of the Advisory Agreement, or due to their misconduct or negligence, or by reason of not having acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interests of the Fund. When it considers doing so to be in the best interests of the Fund, Kenmar will generally attempt to negotiate advisory agreements with comparable terms for all of the Advisors chosen for the Fund. Kenmar retains the right to terminate any Advisory Agreement at will and upon short notice to the Advisors. Kenmar also retains the right to withdraw -26-
POS AM33rd Page of 191TOC1stPreviousNextBottomJust 33rd
funds from any Advisor's trading account at any time, including immediately. The Fund's current Advisors have not purchased Units, although they may do so in the future. KENMAR ADVISORY CORP. BACKGROUND AND PRINCIPALS Kenmar Advisory Corp. is the managing owner and commodity pool operator of the Fund ("Kenmar") and is a wholly-owned subsidiary of Kenmar Holdings Inc. ("KHI"), which is also a principal of Kenmar. Kenneth A. Shewer is Kenmar's Chairman and Marc S. Goodman is its President. Messrs. Shewer and Goodman are Kenmar's sole directors. All of Kenmar's stock is owned, indirectly and equally, via KHI, by Messrs. Shewer and Goodman. Kenmar has been registered with the CFTC as a commodity pool operator since February 7, 1984 and is a member in good standing of the NFA in such capacity. Its principal place of business is Two American Lane, P.O. Box 5150, Greenwich, CT 06831, telephone number (203) 861-1000. Kenmar and its affiliates focus on the design and management of leading-edge investment programs in the managed futures sector. THE REGISTRATION OF KENMAR WITH THE CFTC AND ITS MEMBERSHIP IN THE NFA MUST NOT BE TAKEN AS AN INDICATION THAT EITHER THE CFTC OR THE NFA HAS RECOMMENDED OR APPROVED EITHER KENMAR OR THE FUND. No administrative, civil, or criminal action has ever been brought against Kenmar, any of its principals or the Fund. Mr. Kenneth A. Shewer (born 1953), Chairman, was employed by Pasternak, Baum and Co., Inc. ("Pasternak, Baum"), an international cash commodity firm, from June 1976 until September 1983. Mr. Shewer created and managed Pasternak, Baum's Grain Logistics and Administration Department and created its Domestic Corn and Soybean Trading Department. In 1982, Mr. Shewer became co-manager of Pasternak, Baum's F.O.B. Corn Department. In 1983, Mr. Shewer was made Vice President and Director of Pasternak, Baum. Mr. Shewer graduated from Syracuse University with a B.S. degree in 1975. Mr. Marc S. Goodman (born 1948), President, joined Pasternak, Baum in September 1974 and was a Vice President and Director from July 1981 until September 1983. While at Pasternak, Baum, Mr. Goodman was largely responsible for business development outside of the United States, for investment of its corporate retirement funds, and for selecting trading personnel. Mr. Goodman has conducted extensive business in South America, Europe and the Far East. Mr. Goodman graduated from the Bernard M. Baruch School of Business of the City University of New York with a B.B.A. in 1969 and an M.B.A. in 1971 in Finance and Investments, where he was awarded an Economics and Finance Department Fellowship from September 1969 through June 1971. Messrs. Shewer and Goodman left Pasternak, Baum in September 1983 to form Kenmar and they have occupied their present positions with Kenmar since that time. Ms. Esther Eckerling Goodman (born 1952), Chief Operating Officer and Senior Executive Vice President, joined Kenmar in July 1986 and has been involved in the futures industry since 1974. From 1974 through 1976, she was employed by Conti-Commodity Services, Inc. and ACLI Commodity Services, Inc., in the areas of hedging, speculative trading and tax arbitrage. In 1976, Ms. Goodman joined Loeb Rhoades and Company, Inc. where she was responsible for developing and managing a managed futures program which, in 1979, became the trading system for Westchester Commodity Management, an independent commodity trading advisor of which Ms. Goodman was a founder and principal. From 1983 through mid-1986, Ms. Goodman was employed as a marketing executive at Commodities Corp. (USA) of Princeton, New Jersey. Ms. Goodman was a Director of the Managed Futures Trade Association from 1987 to 1991 and a Director of its successor organization, the Managed Futures Association, from 1991 to 1995 (now the Managed Funds Association). She has written several articles and has spoken before various professional groups and organizations on the subject of managed futures. Ms. Goodman graduated from Stanford University in 1974 with a B.A. degree. Ms. Goodman is married to Mr. Marc S. Goodman. Mr. Braxton Glasgow III (born 1953), Executive Vice President, joined Kenmar in May 2001. Prior to joining Kenmar, Mr. Glasgow was the Executive Vice President of Chesapeake Capital Corporation. From 1994 to 1995, he was President of the Jay Group Ltd. Mr. Glasgow received a B.S. degree in accounting from the University of North Carolina in 1975. Ms. Florence Y. Sofer (born 1966), Managing Director, Investor Communications responsible for the development and implementation of all internal and external communications programs -27-
POS AM34th Page of 191TOC1stPreviousNextBottomJust 34th
worldwide, joined Kenmar in 2001. From 1997 to 2001, Ms. Sofer was the Vice President, Marketing, and a Principal of John W. Henry & Company, where she was responsible for strategic marketing and client communications for the firm and its subsidiaries. From 1994 to 1997, Ms. Sofer was the Marketing Manager for Global Asset Management where she was involved in the successful development and launch of the firm's mutual fund product line. Ms. Sofer received a B.A. degree from American University in 1988 and an M.B.A. in Marketing from George Washington University in 1992. Ms. Maureen Howley (born 1967), Senior Vice President and Chief Financial Officer, joined Kenmar in July 2003. She is responsible for corporate finance and administration. From July 2001 until July 2003, Ms. Howley was an Associate at Andor Capital Management, LLC, an equity hedge fund company. At Andor, she was responsible for managing the corporate accounting functions. Previously, she was the Controller at John W. Henry & Company, Inc., a commodity trading advisor, where she had held positions of increasing responsibility from September 1996 to July 2001. She began her career in September 1989 at Deloitte & Touche. She held many positions of increasing responsibility for seven years, and left as Audit Senior Manager in July 1996 to join John W. Henry & Company, Inc. Ms. Howley received a B.A. in Accounting from Muhlenberg College in 1989 and designation as a Certified Public Accountant in 1990. Ms. Joanne D. Rosenthal (born 1965), Senior Vice President and Director of Research, joined Kenmar in October 1999. Prior to joining Kenmar, Ms. Rosenthal spent 9 years at The Chase Manhattan Bank, in various positions of increasing responsibility. From July 1991 through April 1994, she managed the Trade Execution Desk and from May 1994 through September 1999, she was a Vice President and Senior Portfolio Manager of Chase Alternative Asset Management, Inc. Ms. Rosenthal received a Masters of Business Administration in Finance from Cornell University and a Bachelor of Arts in Economics from Concordia University in Montreal, Canada. Mr. Mark M. Rossow (born 1952), Senior Vice President and General Counsel, joined Kenmar in August 2000. From October 1998 until July 2000, Mr. Rossow was a partner in the law firm of Snow Becker Krauss P.C. From May 1994 until September 1998, Mr. Rossow was a partner in the law firm of Amon & Sabatini. Prior to that, Mr. Rossow was in-house counsel to the international accounting firm BDO Seidman. Mr. Rossow has served on the staff of the United States Securities and Exchange Commission. Mr. Rossow earned a B.A. degree from Syracuse University in 1975 and a J.D. degree from the University of Michigan in 1978. He was admitted to practice law in 1979. Mr. James Dodd (born 1951), Managing Director, joined Kenmar in 2002. He is responsible for structuring and marketing investment products to insurance companies and other financial institutions. Mr. Dodd has almost twenty years of experience in investment banking and marketing structured investment products, working at Chesapeake Capital, Hoak, Breedlove, Wesneski, Continental Bank and Boettcher & Co. Prior to joining Kenmar, Mr. Dodd was the Chief Financial Officer at VE Group, a company that specialized in venture capital investments from 2000. Prior to that Mr. Dodd was Managing Director, Financial Institutions Marketing, for Chesapeake Capital from 1997. Previously, Mr. Dodd held various positions at distinguished banks and other financial institutions. Mr. Dodd received a A.B. degree from Cornell University in 1974 and a M.B.A. degree from the University of Chicago in 1983. MANAGEMENT OF TRADERS Kenmar's hallmark is its emphasis on vigilant management of its portfolios of traders. Kenmar analyzes trading performance on a daily basis for each trader it retains. This detailed analysis identifies sources of profits and losses for each trader each day, enabling management to make highly informed decisions regarding the performance of each such trader (including the Fund's Advisors). Based on Kenmar's perception of market conditions, Advisor performance and other factors, Kenmar will reallocate assets among Advisors in an effort to place such assets optimally. Kenmar also will add Advisors when situations warrant, and remove or replace Advisors if profitability, risk assumptions or other significant factors indicate that replacement is advisable. See "The Fund and Its Objectives -- Investment Philosophy" at page 15 and "The Risks You Face -- (24) Regulatory Matters May Alter the Nature oF an Investment in the Fund" at page 15. Naturally, these activities require a strong emphasis on trading and market research. Kenmar operates and updates continuously a database that tracks over 600 different trading programs offered by traders around the globe. Added to these quantitative data are qualitative assessments based on detailed trader interviews and analysis of trades, trading performance and trading strategies. -28-
POS AM35th Page of 191TOC1stPreviousNextBottomJust 35th
FIDUCIARY OBLIGATIONS OF KENMAR NATURE OF FIDUCIARY OBLIGATIONS; CONFLICTS OF INTEREST As managing owner of the Fund, Kenmar is effectively subject to the same restrictions imposed on "fiduciaries" under both statutory and common law. Kenmar has a fiduciary responsibility to the Unitholders to exercise good faith, fairness and loyalty in all dealings affecting the Fund, consistent with the terms of the Fund's Declaration of Trust, its Amended and Restated Declaration of Trust and Trust Agreement dated as of December 17, 1996, Second Amended and Restated Declaration of Trust dated as of May 1, 2003, Third Amended and Restated Declaration of Trust dated as of March 1, 2004 and Fourth Amended and Restated Declaration of Trust dated as of May 1, 2004 (the "Declaration of Trust"). The Fund is referred to as the "Trust" in the Declaration of Trust which is attached hereto as Exhibit A. The general fiduciary duties which would otherwise be imposed on Kenmar (which would make the operation of the Fund as described herein impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of a fiduciary in its dealings with its beneficiaries), are defined and limited in scope by the disclosure of the business terms of the Fund, as set forth herein and in the Declaration of Trust (to which terms all Unitholders, by subscribing to the Units, are deemed to consent). The Fund, as a publicly-offered "commodity pool," is subject to the Statement of Policy of the North American Securities Administrators Association, Inc. relating to the registration, for public offering, of commodity pool interests (the "NASAA Guidelines"). The NASAA Guidelines explicitly prohibit a managing owner of a commodity pool from "contracting away the fiduciary obligation owed to investors under the common law." Consequently, once the terms of a given commodity pool, such as the Fund, are established, the managing owner is effectively precluded from changing such terms in a manner that disproportionately benefits the managing owner, as any such change could constitute self-dealing under common law fiduciary standards, and it is virtually impossible to obtain the consent of existing investors to such self-dealing (whereas, given adequate disclosure, new investors subscribing to a pool should be deemed to evidence their consent to the business terms thereof by the act of subscribing). The Declaration of Trust provides that Kenmar and its affiliates shall have no liability to the Fund or to any Unitholder for any loss suffered by the Fund arising out of any action or inaction of Kenmar or its affiliates or their directors, officers, shareholders, partners, members or employees (the "Kenmar Related Parties") if the Kenmar Related Parties, in good faith, determined that such course of conduct was in the best interests of the Fund, and such course of conduct did not constitute negligence or misconduct by the Kenmar Related Parties. The Fund has agreed to indemnify the Kenmar Related Parties against claims, losses or liabilities based on their conduct relating to the Fund, provided that the conduct resulting in the claims, losses or liabilities for which indemnity is sought did not constitute negligence or misconduct and was done in good faith and in a manner reasonably believed to be in the best interests of the Fund. The NASAA Guidelines prescribe the maximum permissible extent to which the Fund can indemnify the Kenmar Related Parties and prohibit the Fund from purchasing insurance to cover indemnification which the Fund itself could not undertake directly. FIDUCIARY AND REGULATORY DUTIES An investor should be aware that Kenmar has a fiduciary responsibility to the Unitholders to exercise good faith and fairness in all dealings affecting the Fund. Under Delaware law, a beneficial owner of a business trust (such as a Unitholder of the Fund) may, under certain circumstances, institute legal action on behalf of himself and all other similarly situated beneficial owners (a "class action") to recover damages from a managing owner of such business trust for violations of fiduciary duties, or on behalf of a business trust (a "derivative action") to recover damages from a third party where a managing owner has failed or refused to institute proceedings to recover such damages. In addition, beneficial owners may have the right, subject to applicable procedural and jurisdictional requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the Securities and Exchange Commission ("SEC"). Beneficial owners who have suffered losses in connection with the purchase or sale of their beneficial interests may be able to recover such losses from a managing owner where the losses result from a violation by the managing owner of the anti-fraud provisions of the federal securities laws. Under certain circumstances, Unitholders also have the right to institute a reparations proceeding before the CFTC against Kenmar (a registered commodity pool operator), the Clearing -29-
POS AM36th Page of 191TOC1stPreviousNextBottomJust 36th
Brokers (registered futures commission merchants) and the Advisors (registered commodity trading advisors), as well as those of their respective employees who are required to be registered under the Commodity Exchange Act, as amended, and the rules and regulations promulgated thereunder. Private rights of action are conferred by the Commodity Exchange Act, as amended. Investors in commodities and in commodity pools may, therefore, invoke the protections provided by such legislation. There are substantial and inherent conflicts of interest in the structure of the Fund which are, on their face, inconsistent with Kenmar's fiduciary duties. One of the purposes underlying the disclosures set forth in this Prospectus is to disclose to all prospective Unitholders these conflicts of interest so that Kenmar may have the opportunity to obtain investors' informed consent to such conflicts. Prospective investors who are not willing to consent to the various conflicts of interest described under "Conflicts of Interest" and elsewhere are ineligible to invest in the Fund. Kenmar presently intends to raise such disclosures and consent as a defense in any proceeding brought seeking relief based on the existence of such conflicts of interest. See "Conflicts of Interest" at page 36. The foregoing summary describing in general terms the remedies available to Unitholders under federal and state law is based on statutes, rules and decisions as of the date of this Prospectus. This is a rapidly developing and changing area of the law. Therefore, Unitholders who believe that they may have a legal cause of action against any of the foregoing parties should consult their own counsel as to their evaluation of the status of the applicable law at such time. INVESTMENT OF KENMAR IN THE FUND Kenmar has purchased and will maintain a 1% interest in the Fund in its capacity as managing owner. As of February 29, 2004, Marc S. Goodman, the President of Kenmar, had a 0.024% interest (52.83 Units) in the Fund through an individual retirement account, and Kenneth A. Shewer, the Chairman of Kenmar, had a 0.022% interest (50.25 Units) in the Fund through an individual retirement account. USE OF PROCEEDS The proceeds of the offering of the Units are used by the Fund to engage in the speculative trading on futures, forward, options and related markets through allocating such proceeds to the Advisors. To the extent the Fund trades in futures contracts on U.S. exchanges, the assets deposited by the Fund with its Clearing Brokers as margin must be segregated pursuant to the regulations of the CFTC. Such segregated funds may be invested only in a limited range of instruments -- principally U.S. government obligations. To the extent that the Fund trades in futures, forward, options and related contracts on markets other than regulated U.S. futures exchanges, funds deposited to margin positions held on such exchanges are invested in bank deposits or in instruments of a credit standing generally comparable to those authorized by the CFTC for investment of "customer segregated funds," although applicable CFTC rules prohibit funds employed in trading on foreign exchanges from being deposited in "customer segregated fund accounts." Although the percentages set forth below may vary substantially over time, as of December 31, 2003 the Fund estimates: (i) up to approximately 70% of the Net Asset Value of the Fund is placed with the Clearing Brokers in the form of cash or U.S. Treasury bills to margin positions of all commodities combined. Such funds will be segregated pursuant to CFTC rules; (ii) approximately 30% of the Net Asset Value of the Fund is maintained in bank deposits or U.S. Treasury and U.S. Government Agencies issues. Fund assets maintained in bank deposits are currently maintained with Brown Brothers Harriman & Co. in New York, New York and Georgetown, Grand Cayman Island. Sentinel Management Group, Inc., 650 Dundee Road, Suite 640, Northbrook, IL 60062, a registered investment adviser, will be responsible for the cash management activities of the Fund, including investing in U.S. Treasury and U.S. Government Agencies issues. In addition, assets of the Fund not required to margin positions may be maintained in United States bank accounts opened in the name of the Fund and may be held in U.S. Treasury bills (or other securities approved by the CFTC for investment of customer funds). The Fund receives all of the interest income earned on its assets. [Remainder of page left blank intentionally.] -30-
POS AM37th Page of 191TOC1stPreviousNextBottomJust 37th
CHARGES CHARGES PAID BY THE FUND · Enlarge/Download Table RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT --------- ----------------- ----------------- Kenmar Brokerage commissions Flat-rate monthly commissions of 0.83% of the Fund's beginning of month Net Assets (a 10% annual rate). 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. Such commissions cover all floor brokerage, exchange, clearing and NFA fees incurred in the Fund's trading. Counterparties "Bid-ask" spreads Each counterparty with which the Fund trades receives "bid-ask" spreads on the forward trades executed on behalf of the Fund. Advisors Profit Shares Paid by the Fund on a quarterly basis (although accrued against Net Asset Value per Unit monthly). Each Advisor's Profit Share is determined based on any New Trading Profit (as defined) generated by such Advisor. New Trading Profit in respect of each Advisor's account is calculated after reduction for brokerage commissions at an annual rate of 1.5% - 5.0%, rather than at a 10% annual rate (or, if Net Assets exceed $25 million, at the blended rate of 10% for the first $25 million and 9% on any Net Assets over that amount), and execution costs actually incurred (other than floor brokerage, exchange, clearing and NFA fees). New Trading Profit is not reduced by any Incentive Fee, administrative expenses or organizational and initial offering costs (or extraordinary expenses). THE PROFIT SHARES ARE PAYABLE SEPARATELY TO EACH ADVISOR BASED ON ITS INDIVIDUAL PERFORMANCE, NOT OVERALL PROFITS OF THE FUND. UNITS MAY BE SUBJECT TO REDUCTION FOR PROFIT SHARES ATTRIBUTABLE TO A PARTICULAR ADVISOR EVEN THOUGH THE NET ASSET VALUE PER UNIT HAS DECLINED FROM THE PURCHASE PRICE OF SUCH UNITS. Kenmar Incentive Fee Paid by the Fund as a whole on an annual basis (although accrued against Net Asset Value per Unit monthly). The Incentive Fee equals 5% of any New Overall Appreciation (as defined). AN INCENTIVE FEE MAY BE ALLOCATED EVEN THOUGH THE NET ASSET VALUE PER UNIT HAS DECLINED FROM THE PURCHASE PRICE OF SUCH UNITS. Third Parties Operating, Selling and Paid as incurred; not anticipated to exceed 0.75% Administrative costs of the Fund's average beginning of month Net Assets per year. -31-
POS AM38th Page of 191TOC1stPreviousNextBottomJust 38th
BROKERAGE COMMISSIONS Commodity brokerage commissions for futures trades are typically paid on the completion or liquidation of a trade and are referred to as "round-turn commissions," which cover both the purchase (or sale) of a commodity futures contract and the subsequent offsetting sale (or purchase). However, the Fund does not pay commodity brokerage commissions to Kenmar on a per-trade basis but rather at the flat monthly rate of 0.83% of the Fund's beginning of month Net Assets (a 10.00% annual rate). 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. Kenmar receives such brokerage commissions, irrespective of the number of trades executed on the Fund's behalf, and pays floor brokerage, exchange, clearing and NFA fees with respect to executing the Fund's trades. NFA transaction fees are assessed on the Fund's futures trading on U.S. exchanges. Such NFA fees currently equal $0.06 per round-turn trade of a futures contract and $0.03 for each trade of a commodity option (a $0.03 fee is charged upon the purchase and upon the exercise of an option; if an option is exercised, an additional $0.06 fee is payable upon the liquidation of the futures position acquired upon such exercise; no fee is assessed upon the expiration of an option.) State securities administrators require Kenmar to represent that the brokerage commissions paid by the Fund will not be increased during the period in which early redemption charges are in effect. Due to the ongoing offering of the Units, this representation entails that Kenmar will likely never be able to raise brokerage commissions unless Kenmar waives such early redemption charges. As of December 31, 2003, the Fund's 10% per annum flat-rate brokerage commissions (such 10% includes execution, advisory fees, trails and fees to Kenmar) equated to round-turn commissions of $62. The round-turn equivalent of the Fund's flat-rate commissions will vary with the frequency with which the Advisors place orders for the Fund's account managed by each of them. Kenmar reports, in the annual reports distributed by Kenmar to Unitholders, the approximate round-turn equivalent rate paid by the Fund on its trading during the previous year. "BID-ASK" SPREADS Some of the Fund's currency trades are executed in the forward markets, in which participants include a spread between the prices at which they are prepared to buy and sell a particular currency. The fact that the Fund pays such "spreads" does not result in a reduction in the flat-rate brokerage commissions paid by the Fund (however, forward trades were not included in the number of round-turns executed by the Fund in determining the approximate round-turn equivalent of the Fund's flat-rate commissions). PROFIT SHARES AND INCENTIVE FEES CALCULATION OF NEW TRADING PROFIT AND NEW OVERALL APPRECIATION Each Advisor will receive Profit Share equal to 20% of the New Trading Profit generated by such Advisor. New Trading Profit is calculated with respect to each Advisor's Trust account and New Overall Appreciation is calculated with respect to the Fund as a whole on the basis of the cumulative performance of such account or the Fund, respectively, and not on a Unit-by-Unit basis. For example, if the Fund loses $500,000 in its first month of trading and gains $750,000 in the next, accrued New Overall Appreciation would equal $250,000 as of the end of such second month -- irrespective of whether the Net Asset Value per Unit were greater or less than the initial $100 at such time. (If a substantial number of Units were either redeemed or issued as of the end of the first month, the cumulative gain through the end of the second month would not be directly reflected in the Net Asset Value per Unit.) Both New Trading Profit and New Overall Appreciation are calculated on a high water mark basis, as described below. Each Advisor will be allocated from the Fund its Profit Share equal to the percentage described above of any cumulative New Trading Profit generated by such Advisor, as of the calendar quarter-end of determination, in excess of: (i) the highest level of cumulative Trading Profit as of any previous calendar quarter-end generated by such Advisor, or (ii) $0, if higher (the "high water mark"). "Trading Profit" (i) includes gross realized gains and losses on closed positions and the change in unrealized gains and losses on open positions from the preceding period, (ii) does not include interest income, (iii) is reduced by annual brokerage -32-
POS AM39th Page of 191TOC1stPreviousNextBottomJust 39th
commissions of 1.5% - 5.0%, not 10% (or, if Net Assets exceed $25 million, at the blended rate of 10% for the first $25 million and 9% on any Net Assets over that amount), of average beginning of month Net Assets, plus execution costs other than floor brokerage, exchange, clearing and NFA fees, and (iv) is not reduced by Incentive Fees, administrative expenses, organizational and initial offering cost reimbursements or extraordinary costs (such as taxes or litigation costs). "Overall Appreciation" is calculated, not on a per-Unit basis, but on the basis of the overall trading profits and losses of the Fund, net of all fees and expenses (including Profit Shares) paid or accrued other than the Incentive Fee itself and after subtraction of all interest income received by the Fund. "New Trading Profit" is the excess, if any, as of any quarter-end by which cumulative Trading Profit exceeds the highest level of cumulative Trading Profit as of any previous quarter-end and adjusted as provided below. "New Overall Appreciation" is the excess, if any, as of any December 31 by which cumulative Overall Appreciation exceeds the highest level of cumulative Overall Appreciation as of any previous December 31 and adjusted as provided below. In the event that losses have been incurred since the currently effective "high water mark" was reached and assets are withdrawn from an Advisor's account or from the Fund as a whole (other than to pay expenses), the shortfall (the "Loss Carryforward") between such "high water mark" and the level of cumulative Trading Profits or Overall Appreciation at the time of such withdrawal shall be proportionately reduced (and the "high water mark" lowered accordingly) for purposes of calculating subsequent Profit Shares or Incentive Fees. Loss Carryforward reductions, in respect of a particular Advisor's account, can result from Kenmar reallocating capital away from an Advisor, as well as from a redemption of Units. Loss Carryforward reductions will not be restored as a result of subsequent additions of capital offsetting the withdrawals which resulted in such reductions. If Kenmar withdraws assets from an Advisor's account at a time when there is accrued New Trading Profit in respect of Advisor's account, the Profit Share attributable to the amount of capital withdrawn (net of the proceeds of any additional Units issued as of the date of such withdrawal) will be paid out to such Advisor. If there are net redemptions of Units at a time when there is accrued New Overall Appreciation in respect of the Fund as a whole, the Incentive Fee attributable to the amount of capital withdrawn (net of the proceeds of any additional Units issued as of the date of such withdrawal) will be paid out to Kenmar. For example, assume that the Fund began trading June 1, 2002 and as of December 31, 2002 had recognized cumulative Overall Appreciation of $200,000. An Incentive Fee of 5% of $200,000 or $10,000 would be paid to Kenmar. If through June 30, 2003, the Fund had incurred a loss of $100,000 for 2003, at which point 25% of the Units were redeemed (and assuming that no additional Units were issued as of such date of withdrawal), prior to such redemption there would have existed a Loss Carryforward, for Incentive Fee calculation purposes, of $100,000 which would be reduced to $75,000 upon redemption of 25% of the Units. If during the second six months of 2003, Overall Appreciation of $100,000 were recognized, New Overall Appreciation as of December 31, 2003 would equal $25,000, and an Incentive Fee of $1,250 would be paid. Profit Shares do not reduce Trading Profit and Incentive Fees do not reduce Overall Appreciation. Consequently, the Advisors and Kenmar need not "earn back" their respective Profit Shares and Incentive Fees before generating New Trading Profits or New Overall Appreciation, as applicable, potentially subject to additional Profit Shares and Incentive Fees. (Overall Appreciation is calculated after reduction for all Profit Shares, but not for Incentive Fees, paid or accrued.) Interest income is not included in either Trading Profits or Overall Appreciation. ALLOCATIONS OF PROFIT SHARES AND INCENTIVE FEE AMONG UNITHOLDERS Because Profit Shares and Incentive Fees are calculated on the basis of the Trading Profit, if any, attributable to an Advisor's account and the Fund as a whole, respectively, these costs are subject to equal allocation among investors even though such persons may have purchased their Units at different times. Such costs, therefore, are not reflective of each investor's individual investment experience, but of the performance of the Fund as a whole. For example, assume that 100,000 Units were initially purchased as of June 1, 2002 and through December 31, 2002 the Fund incurred a $1,000,000 loss. If 100,000 more Units were purchased as of January 1, 2003 (at a Net Asset Value of $90 per Unit), and the Fund earns $1,000,000 during 2003, as of December 31, 2003 no Incentive Fee would be due, even though the second tranche of Units had increased in Net Asset Value from $90 to $95. Moreover, were $1,500,000 to have been earned, the Units initially -33-
POS AM40th Page of 191TOC1stPreviousNextBottomJust 40th
purchased would be subject to paying their allocable share of the Incentive Fee of $25,000 (5% of $500,000) which would be due as of December 31, 2003, despite the Net Asset Value of such Units being below their $100 purchase price. Profit Shares and Incentive Fee accruals are also subject to distortions similar to those described above when reversed due to subsequent losses prior to the date that these costs are finally determined. When Units are purchased at a Net Asset Value per Unit reduced by accrued Profit Shares and/or Incentive Fees, such Units effectively receive "full credit" for the amount of such accruals through the reduction in their purchase price. Consequently, if the accrual is subsequently reversed, the benefit of the reversal should be allocated entirely to the Units outstanding when such Profit Share or Incentive Fees accrued, rather than being evenly divided between such Units and the newly-purchased Units. However, such reversals are allocated equally among all outstanding Units in the interests of maintaining a uniform Net Asset Value per Unit. THE DISTORTIONS DESCRIBED ABOVE ARE THE PRODUCT OF CALCULATING AND ALLOCATING INCENTIVE COMPENSATION IN OPEN-END FUNDS AMONG PERSONS INVESTING AT DIFFERENT TIMES WHILE STILL MAINTAINING A UNIFORM NET ASSET VALUE PER SHARE OR UNIT. THIS METHOD IS THE MOST COMMON METHOD USED IN RETAIL MANAGED FUTURES FUNDS IN WHICH THE LARGE NUMBER OF INVESTORS MAKES IT IMPRACTICABLE TO INDIVIDUALLY TRACK CAPITAL ACCOUNTS FOR EACH INVESTOR, BUT CAN RESULT IN ALLOCATIONS OF PROFIT SHARES AND INCENTIVE FEES THAT ARE NOT REFLECTIVE OF PARTICULAR INVESTORS' INDIVIDUAL INVESTMENT EXPERIENCE. ONGOING OPERATING, SELLING AND ADMINISTRATIVE COSTS The Fund is responsible for actual payments to third parties, estimated at no more than 0.75% of the Fund's average beginning of month Net Assets per year. EXTRAORDINARY EXPENSES The Fund is responsible for any extraordinary charges (such as taxes) incidental to its trading. In Kenmar's experience such charges have been negligible. REDEMPTION CHARGES With respect to Units purchased on and after June 1, 2004, Units redeemed on or prior to the end of the twelfth month after such Units are issued are subject to the following redemption charges: 3.5% for Units redeemed on or after the end of the first and on or before the end of the third month after purchase, 2.625% for Units redeemed from the beginning of the fourth and on or before the end of the sixth month after purchase, 1.75% for Units redeemed from the beginning of the seventh and on or before the end of the ninth month after purchase, and 0.875% for Units redeemed from the beginning of the tenth and on or before the end of the twelfth month of the Net Asset Value per Unit at which they are redeemed. Such charges are paid to Kenmar. 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. Investors acquiring Units on the same day as or within seventy-five (75) days after redeeming investments in Kenmar-sponsored investment vehicles will be deemed to have held such Units for the duration of their participation in such Kenmar-sponsored investment vehicles for purposes of calculating the required six-month holding period following purchases of such Units. Any such investor will not be subject to a Kenmar Global Trust redemption charge but will remain subject to the redemption charge, if any, of the Kenmar-sponsored investment vehicle from which he redeemed. ------------------------ Kenmar sends each Unitholder a monthly statement that includes a description of performance during the prior month and sets forth, among other things, the brokerage commissions, Incentive Fee and Profit Share accruals during such month and on a year-to-date basis. CHARGES PAID BY KENMAR THE FOLLOWING COSTS RELATING TO THE SALE OF THE UNITS AND THE OPERATION OF THE FUND ARE PAID BY KENMAR. SELLING COMMISSIONS; "TRAILING COMMISSIONS" Kenmar pays, from its own funds, the 3.5% selling commissions due in respect of the Units. -34-
POS AM41st Page of 191TOC1stPreviousNextBottomJust 41st
Furthermore, Kenmar pays significant "trailing commissions" to eligible Selling Agents who sell Units which remain outstanding for more than twelve months (immediately to the extent investors have acquired Units on the same day as or within seventy-five (75) days after redeeming investments in Kenmar-sponsored investment vehicles). Such "trailing commissions" will be payable quarterly and will be accrued monthly at 0.2917 of 1% (a 3.5% annual rate) of the beginning of month Net Asset Value of such Units for as long as they remain outstanding. Selling Agents will pass on to their registered representatives a portion of the foregoing selling compensation and "trailing commissions," after deduction of "due diligence" and administrative expenses incurred in connection with this offering, in accordance with such Selling Agents' standard compensation arrangements. See "Plan of Distribution -- Selling Agents' Compensation" at page 46. CONSULTING FEES Each Advisor receives a Consulting Fee, monthly in arrears, payable by Kenmar not the Fund, equal to 0.167% of the beginning of month Net Assets of the Fund allocated to such Advisor's management (a 2% annual rate). THE CLEARING BROKERS AND FUTURES BROKER The Fund's clearing brokers will be comprised of UBS Securities LLC ("UBS Securities"), Fimat International Banque SA (UK Branch) ("Fimat UK") (for non U.S. products) and Fimat USA, Inc. ("Fimat USA") (for U.S. products) (together, "Fimat") ("UBS Securities" and "Fimat," collectively, "Clearing Brokers"). Fimat became a Clearing Broker effective April, 2003. UBS Securities also acts as one of the Fund's futures brokers (the "Futures Broker"). None of UBS Securities or Fimat has been involved in the organization of the Fund and do not take any part in the Fund's ongoing management. None of UBS Securities or Fimat is affiliated with Kenmar, nor is Fimat or the Futures Broker responsible for the activities of Kenmar. UBS SECURITIES LLC UBS Securities LLC ("UBS Securities") principal business address is 677 Washington Blvd, Stamford, CT 06901. UBS Securities is a futures clearing broker for the Fund. UBS Securities is registered in the U.S. with the National Association of Securities Dealers, Inc. ("NASD") as a Broker Dealer and with the Commodity Futures Trading Commission ("CFTC") as a Futures Commission Merchant. UBS Securities is a member of various U.S. futures securities exchanges. UBS Securities was involved in the 2003 Global Research Analyst Settlement. This settlement is part of the global settlement that UBS Securities and nine other firms have reached with the SEC, NASD, NYSE and various state regulators. As part of the settlement, UBS Securities has agreed to pay $80,000,000 divided among retrospective relief, for procurement of independent research and for investor education. UBS Securities has also undertaken to adopt enhanced policies and procedures reasonably designed to address potential conflicts of interest arising from research practices. UBS Securities will act only as a clearing broker for the Fund and as such will be paid commissions for executing and clearing trades on behalf of the Fund. UBS Securities has not passed upon the adequacy or accuracy of this prospectus. UBS Securities neither will act in any supervisory capacity with respect to Kenmar nor participate in the management of Kenmar or the Fund. FIMAT Fimat UK Fimat International Banque SA (UK Branch), a wholly owned subsidiary of Societe Generale ("Fimat UK") has been appointed by the Fund to provide dealing facilities in respect of all investments and clearing services. For this purpose, the Fund and Fimat UK (acting for itself and other affiliates of the Fimat Group) have entered into a full services agreement and support documents ("Customer Agreement"). Fimat UK's parent company has a "Specified Credit Rating" as set out under the listing rules of the Irish Stock Exchange. Fimat UK has in excess of $200 million of financial resources. Fimat UK is registered with the Financial Services Authority ("FSA") in the United Kingdom which regulates and oversees the financial services industry. The Fund has been classified by Fimat UK as an "intermediate customer" for the purposes of the FSA rules. Any cash which Fimat UK holds or receives on the Fund's behalf which is not due and payable to Fimat UK will be subject to the client money protections conferred by the FSA's client money rules. Fimat UK will hold the assets of the Fund (save margin deposits) in segregated accounts such that those assets will be unavailable to Fimat UK or its creditors in the event of its insolvency. Margin deposits will not be segregated and may become available. In the event that cash, -35-
POS AM42nd Page of 191TOC1stPreviousNextBottomJust 42nd
investments and other assets are held by Fimat UK as collateral, any such collateral may be used by Fimat UK for its own account or for that of any other customer, in which event the Fund will have a right against Fimat UK for the return of assets equivalent to the collateral so used. To the extent so used, any such collateral will not be segregated from other assets belonging to Fimat UK and may be available to creditors of Fimat UK in the event of its insolvency, in relation to which the Fund will rank as an unsecured creditor of Fimat UK and may not be able to recover such assets in full. Fimat UK will not be liable for any loss to the Fund resulting from any act or omission in relation to the services provided to the Fund unless such loss results directly from negligence, fraud or wilful default of Fimat UK. The Fund has agreed to indemnify Fimat UK against any loss, claim, damage or expense incurred or suffered by them arising out of the Customer Agreement. Fimat UK is a service provider to the Fund and is not responsible for the preparation of this document or the activities of the Fund and therefore accepts no responsibility for any information contained in this document other than the above description. Fimat UK does not participate in the investment decision of the Fund and has no obligation to provide on-going advice in relation to the management of the Company's investments. Accordingly, the Fund shall bear all risks in trading investments or holding cash denominated in any particular currencies. Fimat USA Fimat USA, Inc. ("Fimat USA") is a wholly owned subsidiary of Fimat International Banque SA, which itself is a wholly owned subsidiary of Societe Generale. As of December 2002, the Fimat Group (comprising of Fimat International Banque, SA and all its worldwide branches and subsidiaries, as well as Fimat Derivatives Canada Inc., and the divisions of SG Securities North Pacific S.G. and SG Securities (London) Ltd., Seoul Branch doing business as "Fimat" in Japan and Korea, respectively) was present on more than 35 derivatives exchanges worldwide. Fimat USA is a futures commission merchant and broker dealer registered with the Commodity Futures Trading Commission and the Securities and Exchange Commission, and is a member of the National Futures Association and National Association of Securities Dealers, Inc. Fimat USA is also a clearing member of all principal commodity futures exchanges located in the United States as well as a member of the Chicago Board Options Exchange, International Securities Exchange, Philadelphia Stock Exchange, Options Clearing Corporation, and Government Securities Clearing Corporation. Fimat USA is headquartered at 630 Fifth Avenue, Suite 500, New York, NY 10011 and has principal branch offices in Chicago, IL; Kansas City, Missouri; and Houston, Texas. Except as described below, Fimat USA or any of its principals have not been the subject of any material administrative, civil, or criminal action within the past five years, nor is any such action pending. In 2002, the Chicago Board of Trade (the "CBT") charged Fimat with various violations of its rules related to Fimat's execution of certain combination trades during 2001 involving at least one CBT transaction. Without admitting or denying the CBT's allegations, Fimat settled this matter by payment of a $500,000 fine and undertaking to make restitution to affected customers. Neither Fimat USA, nor any affiliate, officer, director or employee thereof have passed on the merits of this prospectus or offering, or give any guarantee as to the performance or any other aspect of the Fund. ------------------------ Additional or replacement clearing brokers or futures brokers may be appointed in respect of the Fund's account in the future. CONFLICTS OF INTEREST GENERAL KENMAR HAS NOT ESTABLISHED ANY FORMAL PROCEDURE TO RESOLVE CONFLICTS OF INTEREST. CONSEQUENTLY, INVESTORS WILL BE DEPENDENT ON THE GOOD FAITH OF THE RESPECTIVE PARTIES SUBJECT TO SUCH CONFLICTS TO RESOLVE THEM EQUITABLY. ALTHOUGH KENMAR ATTEMPTS TO MONITOR THESE CONFLICTS, IT IS EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, FOR KENMAR TO ENSURE THAT THESE CONFLICTS DO NOT, IN FACT, RESULT IN ADVERSE CONSEQUENCES TO THE FUND. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT KENMAR PRESENTLY INTENDS TO ASSERT THAT UNITHOLDERS HAVE, BY SUBSCRIBING TO THE FUND, CONSENTED TO THE FOLLOWING CONFLICTS OF INTEREST IN THE EVENT OF ANY PROCEEDING ALLEGING THAT SUCH CONFLICTS VIOLATED ANY DUTY OWED BY KENMAR TO INVESTORS. KENMAR OTHER MANAGED FUTURES PRODUCTS SPONSORED BY KENMAR AND ITS AFFILIATES Kenmar sponsors and operates a number of commodity pools, and affiliates of Kenmar operate, manage and/or sponsor a number of other commodity pools and alternative investment products. Kenmar and its principals and affiliates have substantial investments in certain of such products. Kenmar may have a conflict of interest in selecting Advisors for the Fund and for other accounts sponsored by Kenmar or its affiliates, particularly in cases where an Advisor is willing to manage only a limited number of additional accounts or where Kenmar or a principal or an affiliate has financial incentives to favor another product over the Fund. Kenmar also has a conflict of interest in allocating its own resources among different clients. Kenmar has a conflict of interest in allocating assets among the Advisors in that Kenmar will receive more net benefit from the brokerage commissions paid by the Fund the less frequently an Advisor trades in the futures markets (Kenmar being required to pay substantially all of the Fund's futures trading costs from the flat-rate brokerage commissions received by Kenmar from the Fund). Kenmar retains any excess fees generated if the actual brokerage commissions paid by the Fund are less than the flat rate paid to Kenmar and Kenmar is responsible to the Clearing Brokers for any deficit if the actual commissions incurred are greater than the flat rate paid to Kenmar. Kenmar also has a conflict of interest in selecting Advisors due to different advisory fee structures being more likely than others to result in a greater net benefit being received by Kenmar from the Fund, and certain Advisors, which it might otherwise be in the best interests of the Fund to retain, being willing to accept only certain fee arrangements. Kenmar has a conflict of interest in "deleveraging" the Fund's market commitment; I.E., Kenmar has an incentive to "deleverage" the Fund's market commitment as its brokerage commissions will be calculated on the basis of the Fund's equity and not on the amount of any reduced commitment. KENMAR'S INCENTIVE TO SELECT MORE SPECULATIVE ADVISORS -36-
POS AM43rd Page of 191TOC1stPreviousNextBottomJust 43rd
Because of Kenmar's potential receipt of the Incentive Fee, Kenmar may have an incentive to select Advisors that trade in a more "risky" or speculative manner than Kenmar would otherwise consider to be desirable. Kenmar's Incentive Fee is based on annual New Overall Appreciation (if any) and could comprise a significant component of Kenmar's net overall return from the Fund. Accordingly, Kenmar has a potential incentive to select Advisors that trade in a more speculative manner because high risk trading strategies have the potential to lead to high returns. The Incentive Fee permits Kenmar to share in any New Overall Appreciation but without having to participate in the same manner in any losses of the Fund. ONGOING OFFERING OF THE UNITS Certain material changes in the Advisor group used for the Fund could result in regulatory delay. Kenmar may have a conflict of interest from time to time between Kenmar's interest in not delaying the continuous offering of the Units and in selecting those Advisors that Kenmar believes to be most advantageous for the Fund. THE ADVISORS OTHER CLIENTS AND BUSINESS ACTIVITIES OF THE ADVISORS The Advisors and their principals each devote their business time to ventures in addition to managing the Fund's accounts. The Advisors may have a conflict of interest in rendering advice to the Fund because of other accounts managed or traded by them or their affiliates, including accounts owned by their principals, which may be traded differently from the Fund's account. The Advisors may have financial incentives to favor certain accounts over the Fund. BROKERS AND DEALERS SELECTED BY ADVISORS Certain of the Advisors have required, as a condition of their participation in the Fund, that their Fund accounts trade through specific executing brokers with which such Advisors have ongoing business dealings. Such Advisors may have a conflict of interest between insisting on the use of such brokers and using the brokers most advantageous for the Fund. Certain of the Advisors may execute a number of the trades for their Fund accounts through affiliated floor brokers or foreign exchange dealers, which will be compensated for their trading services. THE CLEARING BROKERS, THE FUTURES BROKER AND EXECUTING BROKERS Any clearing broker, including the Clearing Brokers, any futures broker, including the Futures Broker, and any executing broker selected by an Advisor may act from time to time as a commodity broker for other accounts with which it is affiliated or in which it or one of its affiliates has a financial interest. The compensation received by the Clearing Brokers, the Futures Broker and executing brokers from such accounts may be more or less than the compensation received for brokerage and forward trading services provided to the Fund. In addition, various accounts traded through the Clearing Brokers, the Futures Broker and executing brokers (and over which their personnel may have discretionary trading authority) may take positions in the futures markets opposite to those of the Fund or may compete with the Fund for the same positions. The Clearing Brokers, the Futures Broker and executing brokers may have a conflict of interest in their execution of trades for the Fund and for other customers. Kenmar will, however, not retain any clearing broker or futures broker for the Fund which Kenmar has reason to believe would knowingly or deliberately favor any other customer over the Fund with respect to the execution of commodity trades. THE CLEARING BROKERS, THE FUTURES BROKER AND EXECUTING BROKERS WILL BENEFIT FROM EXECUTING ORDERS FOR OTHER CLIENTS, WHEREAS THE FUND MAY BE HARMED TO THE EXTENT THAT THE CLEARING BROKERS, THE FUTURES BROKER AND EXECUTING BROKERS HAVE FEWER RESOURCES TO ALLOCATE TO THE FUND'S ACCOUNT DUE TO THE EXISTENCE OF SUCH OTHER CLIENTS. Certain officers or employees of the Clearing Brokers, the Futures Broker and executing brokers may be members of United States commodities exchanges and/or serve on the governing bodies and standing committees of such exchanges, their clearinghouses and/or various other industry organizations. In such capacities, these officers or employees may have a fiduciary duty to the exchanges, their clearinghouses and/or such various other industry organizations which could compel such employees to act in the best interests of these entities, perhaps to the detriment of the Fund. SELLING AGENTS The Selling Agents to be selected for the Fund will receive substantial initial, and may also receive substantial ongoing, "trailing commissions" in respect of Units sold by them. The individual registered representatives of the Selling Agents will -37-
POS AM44th Page of 191TOC1stPreviousNextBottomJust 44th
themselves receive a significant portion of the compensation paid to the Selling Agents. Consequently, they will have a conflict of interest both in recommending the purchase of Units by their clients and in counseling clients as to whether to redeem. PROPRIETARY TRADING/OTHER CLIENTS Kenmar, the Advisors, the Clearing Broker, the Futures Broker and their respective principals and affiliates may trade in the commodity markets for their own accounts and for the accounts of their clients, and in doing so may take positions opposite to those held by the Fund or may compete with the Fund for positions in the marketplace. Such trading may create conflicts of interest on behalf of one or more such persons in respect of their obligations to the Fund. Records of proprietary trading and trading on behalf of other clients will not be available for inspection by Unitholders. Because Kenmar, the Advisors, the Clearing Broker, the Futures Broker and their respective principals and affiliates may trade for their own accounts at the same time that they are managing the Fund's account, prospective investors should be aware that -- as a result of a neutral allocation system, testing a new trading system, trading their proprietary accounts more aggressively or other activities not constituting a breach of fiduciary duty -- such persons may from time to time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Fund. REDEMPTIONS AND DISTRIBUTIONS THE FUND IS INTENDED AS A MEDIUM- TO LONG-TERM "BUY AND HOLD" INVESTMENT. THE FUND'S OBJECTIVE IS TO ACHIEVE SIGNIFICANT PROFITS OVER TIME WHILE CONTROLLING THE RISK OF LOSS. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE FUND WILL MEET ITS OBJECTIVES, AND UNITHOLDERS MAY EXACERBATE THEIR LOSSES BY "BUYING AND HOLDING" AN INVESTMENT IN THE UNITS IN THE EVENT THAT THE FUND SUSTAINS A PROLONGED PERIOD OF LOSSES. A Unitholder may cause the Fund to redeem any or all of his Units as of the close of business on the last business day of any calendar month -- beginning with the end of the first month following his purchase of such Units (except that, Units purchased prior to March 1, 2004 may not be redeemed until the end the of sixth month after purchase) -- at Net Asset Value, provided that the Request for Redemption (included on page TA-23) is received by Kenmar Global Trust, c/o Kenmar Advisory Corp., Managing Owner, Two American Lane, P.O. Box 5150, Greenwich, CT 06831, at least ten (10) calendar days prior to the end of such month. Only whole Units may be redeemed except upon redemption of an investor's entire holding in the Fund. (The Managing Owner may consent to the fractional redemption of Units.) Redemptions may be requested for a minimum of the lesser of $1,000 or ten (10) Units; provided that, for investors redeeming less than all their Units, such investors' remaining Units must have an aggregate Net Asset Value of at least $500. Fractional Units may be redeemed only upon the redemption of an investor's entire interest in the Fund, unless the Managing Owner consents to the fractional redemption of Units. The Net Assets of the Fund are its assets less its liabilities determined in accordance with generally accepted accounting principles. Net Asset Value per Unit is equal to the Net Assets of the Fund divided by the number of Units outstanding as of the date of determination. A Unit that is purchased on and after June 1, 2004 and that is redeemed on or after the end of the first month after such Unit is sold and on or before the 3rd month-end following sale will be assessed a redemption charge of 3.5% of the Net Asset Value per Unit as of the date of redemption; a Unit that is redeemed on the 4th month-end through the 6th month-end after sale will be assessed a redemption charge of 2.625% of the Net Asset Value per Unit as of the date of redemption; a Unit that is redeemed on the 7th month-end through the 9th month-end after sale will be assessed a redemption charge of 1.75% of the Net Asset Value per Unit as of the date of redemption; a Unit that is redeemed on the 10th month-end through the 12th month-end after sale will be assessed a redemption charge of 0.875% of the Net Asset Value per Unit as of the date of redemption. Such charge is subtracted from the redemption price of the Unit and paid to Kenmar. For example, Units subscribed for during February 2004 and purchased as of March 1, 2004 will be redeemable as of March 31, 2004 and are subject to a redemption charge through March 31, 2005. 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 -38-
POS AM45th Page of 191TOC1stPreviousNextBottomJust 45th
subject to redemption charges equal to 3% and 2%, respectively, of the Net Asset Value per Unit as of the date of redemption. For example, Units subscribed for during December 2003 and purchased as of January 1, 2004 will be redeemable as of June 30, 2004 and are subject to a redemption charge through June 30, 2005. Investors acquiring Units on the same day as or within seventy-five (75) days after redeeming investments in Kenmar-sponsored investment vehicles will be deemed to have held such Units for the duration of their participation in such Kenmar-sponsored investment vehicles for purposes of calculating the required six-month holding period following purchases of such Units. Such investor will not be subject to a Kenmar Global Trust redemption charge but will remain subject to the redemption charge, if any, of the Kenmar-sponsored investment vehicle from which he redeemed. In the event that an investor acquires Units at more than one time, his or her Units are treated on a "first-in, first-out" basis for purposes of determining whether such Units are redeemable as well as whether redemption charges apply. To redeem Units, Unitholders may contact their respective Selling Agents (in writing if required by such Selling Agent). Selling Agents must notify the Fund in writing in order to effectuate redemptions of the Units. However, a Unitholder who no longer has a Selling Agent account must request redemption in writing (signature guaranteed unless waived by Kenmar) by corresponding with Kenmar. Kenmar may declare additional redemption dates, including Special Redemption Dates which involve a suspension of trading, upon notice to the Unitholders. See Section 12 of the Declaration of Trust attached hereto as Exhibit A for a description of Special Redemption Dates. Redemption proceeds generally will be paid out within fifteen (15) business days of redemption. However, in special circumstances, including, but not limited to, default or delay in payments due to the Fund from banks or other persons, the Fund 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 Fund represented by the sums that are the subject of such default or delay. No such delays have been imposed to date by any Kenmar-sponsored fund. 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 by which irrevocable notice of redemption must be submitted. Kenmar has not made, and has no intention of making, any distribution from the Fund's profits or capital to Unitholders. UNITHOLDERS NEED NOT REDEEM ALL THEIR UNITS IN ORDER TO REDEEM SOME OF THEIR UNITS. THE FUND AND THE TRUSTEE THE FOLLOWING SUMMARY DESCRIBES IN BRIEF CERTAIN ASPECTS OF THE OPERATION OF THE FUND, AND THE TRUSTEE'S AND KENMAR'S RESPECTIVE RESPONSIBILITIES CONCERNING THE FUND. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE DECLARATION OF TRUST ATTACHED HERETO AS EXHIBIT A AND CONSULT WITH THEIR OWN ADVISERS CONCERNING THE IMPLICATIONS TO SUCH PROSPECTIVE SUBSCRIBERS OF INVESTING IN A DELAWARE BUSINESS TRUST. THE SECTION REFERENCES BELOW ARE TO SECTIONS IN THE DECLARATION OF TRUST. PRINCIPAL OFFICE; LOCATION OF RECORDS The Fund is organized under the Delaware Business Trust Act. The Fund is administered by Kenmar, whose office is located Two American Lane, Greenwich, Connecticut 06831 (telephone: (203) 861-1000). The records of the Fund, including a list of the Unitholders and their addresses, are located at the foregoing address, and available for inspection and copying (upon payment of reasonable reproduction costs) by Unitholders or their representatives for any purposes reasonably related to a Unitholder's interest as a beneficial owner of the Fund during regular business hours as provided in the Declaration of Trust. (Section 10). Kenmar will maintain and preserve the books and records of the Fund for a period of not less than six years. CERTAIN ASPECTS OF THE FUND THE FUND IS THE FUNCTIONAL EQUIVALENT OF A LIMITED PARTNERSHIP; PROSPECTIVE INVESTORS SHOULD NOT ANTICIPATE ANY LEGAL OR PRACTICAL PROTECTIONS UNDER THE DELAWARE BUSINESS TRUST ACT GREATER THAN THOSE AVAILABLE TO LIMITED PARTNERS OF A LIMITED PARTNERSHIP. No special custody arrangements are applicable to the Fund that 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 Fund. To the greatest extent permissible under Delaware law, the Trustee acts in an entirely passive role, delegating all authority over the operation of the -39-
POS AM46th Page of 191TOC1stPreviousNextBottomJust 46th
Fund to Kenmar. Kenmar is the functional equivalent of a sole general partner in a limited partnership. (Sections 5(a), 9 and 18). Although units of beneficial interest in a trust need not carry any voting rights, the Declaration of Trust gives Unitholders voting rights comparable to those typically extended to limited partners in publicly-offered futures funds. (Section 18). THE TRUSTEE Wilmington Trust Company, a Delaware banking corporation, is the sole Trustee of the Fund. The Trustee's principal offices are located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. The Trustee is unaffiliated with Kenmar or the Selling Agents. The Trustee's duties and liabilities with respect to the offering of the Units and the administration of the Fund are limited to its express obligations under the Declaration of Trust. See "Exhibit A -- Fourth Amended and Restated Declaration of Trust." The rights and duties of the Trustee, Kenmar and the Unitholders are governed by the provisions of the Delaware Business Trust Act and by the Declaration of Trust. See "Exhibit A -- Fourth Amended and Restated Declaration of Trust." The Trustee serves as the Fund's sole trustee in the State of Delaware. The Trustee will accept service of legal process on the Fund 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 Fund, Kenmar or the Unitholders. The Trustee is permitted to resign upon at least sixty (60) days' notice to the Fund, provided, that any such resignation will not be effective until a successor Trustee is appointed by Kenmar. The Declaration of Trust provides that the Trustee is compensated by the Fund, and is indemnified by the Fund against any expenses it incurs relating to or arising out of the formation, operation or termination of the Fund or the performance of its duties pursuant to the Declaration of Trust, except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. Kenmar has the discretion to replace the Trustee. Only Kenmar has signed the Registration Statement of which this Prospectus is a part, and only the assets of the Fund and Kenmar are subject to issuer liability under the federal securities laws for the information contained in this Prospectus and under federal and state laws with respect to the issuance and sale of the Units. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Units. The Trustee's liability in connection with the issuance and sale of the Units is limited solely to the express obligations of the Trustee set forth in the Declaration of Trust. Under the Declaration of Trust, the 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. In addition, Kenmar has been designated as the "tax matters partner" of the Fund for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). The Unitholders have no voice in the operations of the Fund, other than certain limited voting rights as set forth in the Declaration of Trust. In the course of its management, Kenmar may, in its sole and absolute discretion, appoint an affiliate or affiliates of Kenmar as additional managing owners (except where Kenmar has been notified by the Unitholders that it is to be replaced as the managing owner) and retain such persons, including affiliates of Kenmar, as it deems necessary for the efficient operation of the Fund. (Section 2). Because the Trustee has delegated substantially all of its authority over the operation of the Fund to Kenmar, the Trustee itself is not registered in any capacity with the CFTC. MANAGEMENT OF FUND AFFAIRS; VOTING BY UNITHOLDERS The Unitholders take no part in the management or control, and have no voice in the operations of the Fund or its business. (Section 9). Unitholders may, however, remove and replace Kenmar as the managing owner of the Fund, and may amend the Declaration of Trust, except in certain limited respects, by the affirmative vote of a majority of the outstanding Units then owned by Unitholders (as opposed to by Kenmar and its affiliates). The owners of a majority of the outstanding Units then owned by Unitholders may also compel dissolution of the Fund. (Section 18(b)). The owners of 10% of the outstanding Units then owned by Unitholders have the right to bring a matter before a vote of the Unitholders. (Section 18(c)). Kenmar has no power under the Declaration of Trust to restrict any of the Unitholders' voting rights. (Section 18(c)). Any Units purchased by Kenmar or its affiliates, as well -40-
POS AM47th Page of 191TOC1stPreviousNextBottomJust 47th
as Kenmar's general liability interest in the Fund, are non-voting. (Section 7). Kenmar has the right unilaterally to amend the Declaration of Trust provided that any such amendment is for the benefit of and not adverse to the Unitholders or the Trustee and also in certain unusual circumstances -- for example, if doing so is necessary to effect the intent of the Fund's tax allocations or to comply with certain regulatory requirements. (Section 18(a)). In the event that Kenmar or the Unitholders vote to amend the Declaration of Trust in any material respect, the amendment will not become effective prior to all Unitholders having an opportunity to redeem their Units. (Section 18(c)). RECOGNITION OF THE FUND IN CERTAIN STATES A number of states do not have "business trust" statutes such as that under which the Fund has been formed in the State of Delaware. It is possible, although unlikely, that a court in such a state could hold that, due to the absence of any statutory provision to the contrary in such jurisdiction, the Unitholders, although entitled under Delaware law to the same limitation on personal liability as stockholders in a private corporation for profit organized under the laws of the State of Delaware, are not so entitled in such state. To protect Unitholders against any loss of limited liability, the Declaration of Trust provides that no written obligation may be undertaken by the Fund unless such obligation is explicitly limited so as not to be enforceable against any Unitholder personally. Furthermore, the Fund itself indemnifies all Unitholders against any liability that such Unitholders might incur in addition to that of a beneficial owner. Kenmar is itself generally liable for all obligations of the Fund and would use its assets to satisfy any such liability before such liability would be enforced against any Unitholder individually. POSSIBLE REPAYMENT OF DISTRIBUTIONS RECEIVED BY UNITHOLDERS; INDEMNIFICATION OF THE FUND BY UNITHOLDERS The Units are limited liability investments; investors may not lose more than the amount that they invest plus any profits recognized on their investment. (Section 8(e)). However, Unitholders could be required, as a matter of bankruptcy law, to return to the Fund's estate any distribution they received at a time when the Fund was in fact insolvent or in violation of the Declaration of Trust. In addition, although Kenmar is not aware of this provision ever having been invoked in the case of any public futures fund, Unitholders agree in the Declaration of Trust that they will indemnify the Fund for any harm suffered by it as a result of (i) Unitholders' actions unrelated to the business of the Fund, (ii) transfers of their Units in violation of the Declaration of Trust, or (iii) taxes imposed on the Fund by the states or municipalities in which such investors reside (Sections 8(d) and 17(c)). The foregoing repayment of distributions and indemnity provisions (other than the provision for Unitholders indemnifying the Fund for taxes imposed upon it by the state or municipality in which particular Unitholders reside, which is included only as a formality due to the fact that many states do not have business trust statutes so that the tax status of the Fund in such states might, theoretically, be challenged -- although Kenmar is unaware of any instance in which this has actually occurred) are commonplace in publicly-offered commodity pools as well as other trusts and limited partnerships. TRANSFERS OF UNITS RESTRICTED A Unitholder may, subject to compliance with applicable federal and state securities laws, assign his Units upon notice to the Fund and Kenmar. No assignment will be effective in respect of the Fund or Kenmar until the first day of the month succeeding the month in which such notice is received. No assignee may become a substituted Unitholder except with the consent of Kenmar and upon execution and delivery of an instrument of transfer in form and substance satisfactory to Kenmar. No Units may be transferred where, after the transfer, either the transferee or the transferor would hold less than the minimum number of Units equivalent to an initial minimum purchase, except for transfers by gift, inheritance, intrafamily transfers, family dissolutions, and transfers to affiliates (Section 11). There are, and will be, no certificates for the Units. Any transfers of Units will be reflected on the books and records of the Fund. Transferors and transferees of Units will each receive notification from Kenmar to the effect that such transfers have been duly reflected as notified to Kenmar. (Section 11). REPORTS TO UNITHOLDERS Each month Kenmar reports such information as the CFTC 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 are similarly distributed to -41-
POS AM48th Page of 191TOC1stPreviousNextBottomJust 48th
Unitholders, not later than March 30 of each year, certified financial statements and, not later than March 15 of each year, the tax information related to the Fund necessary for the preparation of their annual federal income tax returns. (Section 10). Kenmar will notify Unitholders of any change in the fees paid by the Fund or of any material changes in the basic investment policies or structure of the Fund. Any such notification shall include a description of Unitholders' voting rights. (Section 10). GENERAL In compliance with the Statement of Policy of the North American Securities Administrators Association, Inc. relating to the registration of commodity pool programs under state securities or "Blue Sky" laws, the Declaration of Trust provides that: (i) the executing and clearing commissions paid by the Fund shall be reasonable (Section 9), and Kenmar shall include in the annual reports containing the Fund's certified financial statements distributed to Unitholders each year the approximate round-turn equivalent rate paid on the Fund's trades during the preceding year, as well as the actual amounts paid by Kenmar for the Fund's execution and clearing costs (Section 10); (ii) no rebates or give-ups, among other things, may be received from the Fund by any of the Selling Agents in respect of sales of the Units, and such restriction may not be circumvented by any reciprocal business arrangements among any Selling Agents or any of their respective affiliates and the Fund (Section 9); (iii) no trading advisor of the Fund (including Kenmar) may participate directly or indirectly in any per-trade commodity brokerage commissions generated by the Fund (Section 9); (iv) any agreement between the Fund and Kenmar or any affiliates of Kenmar must be terminable by the Fund upon no more than sixty (60) days' written notice (Section 9); (v) the Fund may make no loans, and the funds of the Fund will not be commingled with the funds of any other person (deposit of Fund assets with a commodity broker, clearinghouse or currency dealer does not constitute commingling for these purposes) (Section 9); and (vi) the Fund will not employ the trading technique commonly known as "pyramiding." FEDERAL INCOME TAX CONSEQUENCES THE FOLLOWING CONSTITUTES THE OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP AND SUMMARIZES THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES TO UNITED STATES TAXPAYERS WHO ARE INDIVIDUALS. PARTNERSHIP TAX STATUS OF THE FUND The Fund is a partnership for federal income tax purposes and, based on the type of income expected to be earned by the Fund, it will not be taxed as a "publicly-traded partnership." TAXATION OF UNITHOLDERS ON PROFITS OR LOSSES OF THE FUND Each Unitholder must pay tax on his share of the Fund's income and gains, if any, even if the Fund does not make any cash distributions. 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 payment of taxes on the Fund'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," on the following page. The Fund provides each Unitholder with an annual schedule of his share of tax items. The Fund generally allocates these items of gain and loss equally to each Unit. However, when a Unitholder redeems Units, the Fund shall allocate capital gains or losses to the Unitholder so as to reduce or eliminate any difference between the redemption proceeds and the tax basis of such Units. A Unitholder's adjusted tax basis in a Unit equals the amount originally paid for the Unit, increased by income or gains allocated to the Unit and decreased (but not below zero) by distributions, deductions or losses allocated to the Unit. LIMITED DEDUCTIBILITY OF FUND LOSSES AND DEDUCTIONS A Unitholder may not deduct Fund losses or deductions in excess of his tax basis in his Units as of year-end. Generally, a Unitholder's tax basis in his Units is the amount paid for such Units reduced (but not below zero) by his share of any Fund distributions, losses and deductions and increased by his share of the Fund's income and gains. However, a Unitholder subject to "at-risk" limitations (generally non-corporate taxpayers and closely-held corporations) can only deduct losses to the extent he is "at-risk." The "at-risk" amount is similar to tax basis, except that it does not include any amount borrowed on a non-recourse basis or from someone with an interest in the Fund. LIMITED DEDUCTIBILITY FOR CERTAIN EXPENSES The Managing Owner does not consider the brokerage fees and the Profit Shares, the Incentive -42-
POS AM49th Page of 191TOC1stPreviousNextBottomJust 49th
Fee, as well as other ordinary expenses of the Fund, investment advisory expenses or other expenses of producing income. Accordingly, for tax reporting purposes, the Managing Owner currently treats the ordinary expenses of the Fund as ordinary business expenses not subject to the limitations which apply to investment advisory expenses described below. However, the IRS might contend otherwise and to the extent the IRS recharacterizes these expenses a Unitholder would have the amount of the ordinary expenses allocated to him accordingly. Individual taxpayers are subject to material limitations on their ability to deduct investment advisory fees, unreimbursed expenses of an employee, and certain other expenses of producing income not resulting from the conduct of a trade or business. For individuals who itemize deductions, the expenses of producing income, including "investment advisory fees," are aggregated with unreimbursed employee business expenses, certain other expenses of producing income and deductions (collectively, the "Aggregate Investment Expenses"), and such Aggregate Investment Expenses are deductible only to the extent such amount exceeds 2% of the individual's adjusted gross income. In addition, Aggregate Investment Expenses in excess of the 2% threshold, when combined with certain other itemized deductions, are subject to a reduction generally equal to 3% of the individual's adjusted gross income in excess of a certain threshold amount. Moreover, such Aggregate Investment Expenses are miscellaneous itemized deductions, which are not deductible by an individual in calculating his alternative minimum tax liability. If the Profit Shares, the Incentive Fee and other expenses of the Fund were determined to constitute "investment advisory fees," an individual Unitholder's PRO RATA share of the amounts so characterized would be included in Aggregate Investment Expenses potentially subject to the deduction limitations described above. In addition, each individual Unitholder's share of income from the Fund would be increased (solely for tax purposes) by such Unitholder's pro rata share of the amounts so characterized. Any such characterization by the IRS could require Unitholders to file amended tax returns and pay additional taxes, plus interest. It is unlikely that tax penalties would be imposed on account of such an IRS characterization. YEAR-END MARK-TO-MARKET OF OPEN SECTION 1256 CONTRACT POSITIONS Section 1256 Contracts are futures, options on futures and stock index options traded on U.S. exchanges and certain foreign currency contracts. Section 1256 Contracts that remain open at the end of a tax year are treated for tax purposes as if such positions had been sold at year-end and any gain or loss is 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-Section 1256 Contracts include, among other things, certain foreign currency transactions and non-U.S. exchange traded futures. Gain or loss on any non-Section 1256 Contracts is recognized when sold by the Fund and are primarily short-term gain or loss. TAX ON CAPITAL GAINS AND LOSSES; INTEREST INCOME As described under "-- Year-End Mark-to-Market of Open Section 1256 Contract Positions," the Fund's trading, not including its cash management which generates primarily ordinary income, 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 any non-Section 1256 Contracts. Individuals pay tax on long-term capital gains at a maximum rate of 15%. Short-term capital gains are subject to tax at the same rates as ordinary income. Individual taxpayers may deduct capital losses only to the extent of their capital gains plus $3,000. Accordingly, the Fund could incur significant losses but a Unitholder could be required to pay taxes on his share of the Fund's interest income. If an individual taxpayer incurs a net capital loss for a year, he may elect to carry back (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 carry forward such losses indefinitely as losses on Section 1256 Contracts. SYNDICATION EXPENSES Neither the Fund nor any Unitholder will be entitled to any deduction for the Fund's syndication expenses, including the one-time upfront organizational charge paid to the Managing Owner and any amount paid by the Managing Owner to any additional Selling Agents, nor can such expenses be amortized by the Fund or any Unitholder. Such expenses may be included in capital losses upon redemption. -43-
POS AM50th Page of 191TOC1stPreviousNextBottomJust 50th
UNRELATED BUSINESS TAXABLE INCOME Tax-exempt Unitholders will not be required to pay tax on their share of income or gains of the Fund, provided that such Unitholders do not purchase Units with borrowed funds. IRS AUDITS OF THE FUND AND ITS UNITHOLDERS The IRS is required to audit Fund-related items at the Fund level rather than the Unitholder level. The Managing Owner is the Fund's "tax matters partner" with general authority to determine the Fund's responses to a tax audit. If an audit of the Fund results in an adjustment, all Unitholders may be required to pay additional taxes, interest and penalties. STATE AND OTHER TAXES In addition to the federal income tax consequences described above, the Fund and its Unitholders may be subject to various state and other taxes. TAX ELECTIONS The General Partner has the discretion to make any election available to the Fund under the Code. Such elections may affect the timing and/or character of gains and losses generated by the Fund. -------------------- PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS BEFORE DECIDING WHETHER TO INVEST. PURCHASES BY EMPLOYEE BENEFIT PLANS ALTHOUGH THERE CAN BE NO ASSURANCE THAT AN INVESTMENT IN THE FUND, OR ANY OTHER MANAGED FUTURES PRODUCT, WILL ACHIEVE THE INVESTMENT OBJECTIVES OF AN EMPLOYEE BENEFIT PLAN IN MAKING SUCH INVESTMENT, FUTURES INVESTMENTS HAVE CERTAIN FEATURES WHICH MAY BE OF INTEREST TO SUCH A PLAN. FOR EXAMPLE, THE FUTURES MARKETS ARE ONE OF THE FEW INVESTMENT FIELDS IN WHICH EMPLOYEE BENEFIT PLANS CAN PARTICIPATE IN LEVERAGED STRATEGIES WITHOUT BEING REQUIRED TO PAY TAX ON "UNRELATED BUSINESS TAXABLE INCOME." SEE "FEDERAL INCOME TAX CONSEQUENCES -- `UNRELATED BUSINESS TAXABLE INCOME'" AT PAGE 44. IN ADDITION, BECAUSE THEY ARE NOT TAXPAYING ENTITIES, EMPLOYEE BENEFIT PLANS ARE NOT SUBJECT TO PAYING ANNUAL TAX ON PROFITS (IF ANY) OF THE FUND. AS A MATTER OF POLICY, KENMAR WILL ATTEMPT TO LIMIT SUBSCRIPTIONS TO THE FUND FROM ANY EMPLOYEE BENEFIT PLAN TO NO MORE THAN 10% OF THE VALUE OF THE READILY MARKETABLE ASSETS OF SUCH PLAN (IRRESPECTIVE OF THE NET WORTH OF THE BENEFICIARY OR BENEFICIARIES OF SUCH PLAN). GENERAL The following section sets forth certain consequences under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code, which a fiduciary of an "employee benefit plan" as defined in and subject to ERISA or of a "plan" as defined in and subject to Section 4975 of the Code who has investment discretion should consider before deciding to invest the plan's assets in the Fund (such "employee benefit plans" and "plans" being referred to herein as "Plans," and such fiduciaries with investment discretion being referred to herein as "Plan Fiduciaries"). The following summary is not intended to be complete, but only to address certain questions under ERISA and the Code which are likely to be raised by the Plan Fiduciary's own counsel. In general, the terms "employee benefit plan" as defined in ERISA and "plan" as defined in Section 4975 of the Code together refer to any plan or account of various types which provide retirement benefits or welfare benefits to an individual or to an employer's employees and their beneficiaries. Such plans and accounts include, but are not limited to, corporate pension and profit sharing plans, "simplified employee pension plans," KEOGH plans for self-employed individuals (including partners), individual retirement accounts described in Section 408 of the Code and medical plans. Each Plan Fiduciary must give appropriate consideration to the facts and circumstances that are relevant to an investment in the Fund, including the role that an investment in the Fund would play in the Plan's overall investment portfolio. Each Plan Fiduciary, before deciding to invest in the Fund, must be satisfied that such investment is prudent for the Plan, that the investments of the Plan, including the investment in the Fund, are diversified so as to minimize the risk of large losses and that an investment in the Fund complies with the Plan and related trust. EACH PLAN FIDUCIARY CONSIDERING ACQUIRING UNITS MUST CONSULT WITH ITS OWN LEGAL AND TAX ADVISERS BEFORE DOING SO. AN INVESTMENT IN THE FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THE FUND IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM. -44-
POS AM51st Page of 191TOC1stPreviousNextBottomJust 51st
"PLAN ASSETS" A regulation issued under ERISA (the "ERISA Regulation") contains rules for determining when an investment by a Plan in an equity interest of an entity will result in the underlying assets of such entity being considered to constitute assets of the Plan for purposes of ERISA and Section 4975 of the Code (I.E., "plan assets"). Those rules provide that assets of an entity will not be considered assets of a Plan which purchases an equity interest in the entity if certain exceptions apply, including an exception applicable if the equity interest purchased is a "publicly-offered security" (the "Publicly-Offered Security Exception"). The Publicly-Offered Security Exception applies if the equity interest is a security that is (1) "freely transferable," (2) part of a class of securities that is "widely held" and (3) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, or (b) sold to the Plan as part of a public offering pursuant to an effective registration statement under the Securities Act of 1933 and the class of which such security is a part is registered under the Securities Exchange Act of 1934 within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred. The ERISA Regulation states that the determination of whether a security is "freely transferable" is to be made based on all relevant facts and circumstances. The ERISA Regulation specifies that, in the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: (i) a requirement that no transfer or assignment of the security or rights in respect thereof be made that would violate any federal or state law; (ii) a requirement that no transfer or assignment be made without advance written notice given to the entity that issued the security; and (iii) any restriction on substitution of an assignee as "a limited partner of a partnership, including a general partner consent requirement, provided that the economic benefits of ownership of the assignor may be transferred or assigned without regard to such restriction or consent" (other than compliance with any of the foregoing restrictions). Under the ERISA Regulation, a class of securities is "widely held" only if it is of a class of securities owned by 100 or more investors independent of the issuer and of each other. A class of securities will not fail to be widely held solely because subsequent to the initial offering the number of independent investors falls below 100 as a result of events beyond the issuer's control. Kenmar expects that the Publicly Offered Security Exception will apply with respect to the Units. First, the Units are being sold only as part of a public offering pursuant to an effective registration statement under the Securities Act of 1933, and the Units were registered under the Securities Exchange Act of 1934 within 120 days (or such later time as allowed by the SEC) after the end of the fiscal year of the Fund in which the offering of Units occurred. Second, it appears that the Units are freely transferable because the minimum investment is not more than $5,000 and Unitholders may assign their economic interests in the Fund by giving written notice to Kenmar, provided such assignment would not violate any federal or state securities laws and would not adversely affect the tax status of the Fund. As described in the second preceding paragraph, the ERISA Regulation provides that if a security is part of an offering in which the minimum investment is $10,000 or less, a restriction on substitution of a limited partner of a partnership, including a general partner consent requirement, will not prevent a finding that the security is freely transferable, provided that the economic benefits of ownership can be transferred without such consent. Although this provision, read literally, applies only to partnerships, Kenmar believes that because the determination as to whether a security is freely transferable is based on the facts and circumstances, the fact that the Units, which are issued by a trust rather than a partnership, have an identical restriction should not affect a finding that the Units are freely transferable. Third, the Units are owned by more than 100 investors who are independent of the Fund and of each other. INELIGIBLE PURCHASERS Units may not be purchased with the assets of a Plan if Kenmar, any of the Advisors, the Selling Agents, any Clearing Broker, any of the brokers through which any Advisor requires the Fund to trade, the Fund or any of their respective affiliates, any of their respective employees or any employees of their respective affiliates: (a) has investment discretion with respect to the investment of such Plan assets; (b) has authority or responsibility to give or regularly gives investment advice with respect to such Plan assets, for a fee, and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such Plan assets and that such advice will be based on the particular investment needs of -45-
POS AM52nd Page of 191TOC1stPreviousNextBottomJust 52nd
the Plan; or (c) is an employer maintaining or contributing to such Plan. A party that is described in clause (a) or (b) of the preceding sentence is a fiduciary under ERISA and the Code with respect to the Plan, and any such purchase might result in a "prohibited transaction" under ERISA and the Code. Except as otherwise set forth, the foregoing statements regarding the consequences under ERISA and the Code of an investment in the Fund are based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that will not make the foregoing statements incorrect or incomplete. ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION BY THE FUND, KENMAR, ANY ADVISOR, ANY CLEARING BROKERS, THE SELLING AGENTS OR ANY OTHER PARTY THAT THIS INVESTMENT MEETS SOME OR ALL OF THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN THE UNITS IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN AND CURRENT TAX LAW. PLAN OF DISTRIBUTION SUBSCRIPTION PROCEDURE Units are continuously being offered to the public -- on a "best-efforts" basis -- at their month-end Net Asset Value per Unit. The minimum investment is $5,000 except for (i) trustees or custodians of eligible employee benefit plans and individual retirement accounts and (ii) existing Unitholders subscribing for additional Units, where the minimum investment is $2,000. To purchase Units, an investor must complete, execute and deliver a copy of the Subscription Agreement and Power of Attorney Signature Pages. EXISTING INVESTORS IN THE FUND MUST EXECUTE NEW SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY SIGNATURE PAGES AND VERIFY THEIR CONTINUED SUITABILITY TO MAKE ADDITIONAL INVESTMENTS AND MUST HAVE RECEIVED A CURRENT PROSPECTUS FOR THE FUND. Subscription payments may be made either by check or by authorizing a Selling Agent to debit a subscriber's customer securities account for the amount of his or her subscription. When a subscriber authorizes such a debit (which authorization is given in the Subscription Agreement and Power of Attorney), the subscriber is required to have the amount of his or her subscription payment on deposit in his or her account as of the settlement date specified by the relevant Selling Agent -- generally, the fifth business day after the date of purchase (the first day of the month immediately following the month during which a subscription is accepted) if the Subscription Agreement and Power of Attorney is executed and delivered at least five (5) business days prior to the end of such month. The Units are sold when, as and if subscriptions therefor are accepted by Kenmar, subject to the satisfaction of certain conditions set forth in the Selling Agreement and to the approval by counsel of certain legal matters. Kenmar must accept or reject subscriptions within five (5) business days of receipt. All investors will have the right to revoke their subscriptions and receive a refund of their invested funds for a period of five (5) business days following receipt of this Prospectus. Rejected or revoked subscriptions will be returned without interest. Subscribers whose subscriptions are accepted will be notified of when their customer securities accounts will be debited in the amount of their subscriptions or their subscription checks cashed. Subscribers whose subscriptions are rejected will be notified of when their subscriptions will be (promptly) returned to them. There is no minimum number of Units which must be sold as of the beginning of a given month for any Units to be sold at such time. SUBSCRIBERS' REPRESENTATIONS AND WARRANTIES By executing a Subscription Agreement and Power of Attorney Signature Page, each subscriber is representing and warranting, among other things, that: (i) the subscriber is of legal age to execute and deliver such Subscription Agreement and Power of Attorney and has full power and authority to do so; (ii) the subscriber has read and understands Exhibit B to this Prospectus ("Subscription Requirements") 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 -46-
POS AM53rd Page of 191TOC1stPreviousNextBottomJust 53rd
might be used by Kenmar or others against a subscriber in the event that the subscriber were to take a position inconsistent therewith. While the foregoing representations and warranties are binding on subscribers, Kenmar believes that to a large extent such representations and warranties would be implied from the fact that an investor has subscribed for Units. ANY SUBSCRIBER WHO IS NOT PREPARED TO GIVE SUCH REPRESENTATIONS AND WARRANTIES, AND TO BE BOUND BY THEM, SHOULD NOT INVEST IN THE UNITS. SELLING AGENTS' COMPENSATION Selling agents (the "Selling Agents") will receive from Kenmar an upfront selling commission equal to 3.5% of the purchase price per Unit at the time that such Unit is sold, and their representatives who sell Units shall receive a portion of such 3.5% commission. The applicable selling commission for Units purchased prior to March 1, 2004 is 5%. No selling commissions will be paid from the proceeds of subscriptions. Notwithstanding the foregoing, no Selling Agent shall receive upfront selling commissions to the extent investors have acquired Units on the same day as or within seventy-five (75) days after redeeming investments in Kenmar-sponsored limited partnerships. Beginning with the thirteenth month (immediately to the extent investors have acquired Units on the same day as or within seventy-five (75) days after redeeming investments in Kenmar-sponsored investment vehicles) after the subscription proceeds of a particular Unit are invested in the Fund (I.E., the first day of the month immediately following the month during which the subscription for such Unit is accepted), the Selling Agent who sold such Unit will begin to receive ongoing "trailing commissions" (payable quarterly) to be accrued monthly at 0.2917 of 1% (a 3.5% annual rate) of the beginning of month Net Asset Value of such Unit -- PROVIDED, that CFTC-qualified registered representatives of the Selling Agent have satisfied applicable proficiency requirements and agree to perform certain ongoing services with respect to such Units. Such ongoing "trailing commissions," once begun, will continue for as long as such Unit remains outstanding. If there is no CFTC-qualified registered representative to perform ongoing services, then the Selling Agent will be paid installment selling commissions that may not exceed a lifetime total of 3.5% of the initial subscription price of the Units in question (9.5% to the extent investors have acquired Units on the same day as or within seventy-five (75) days after redeeming investments in Kenmar-sponsored investment vehicles). Selling Agents will pay a portion of such commissions to their eligible representatives after deduction of "due diligence" and administrative expenses incurred in connection with this offering, in accordance with such Selling Agents' standard compensation arrangements. No Selling Agent will receive upfront selling commissions, trailing commissions or ongoing selling commissions which exceed the amounts set forth above. Kenmar, not the Fund, pays all upfront selling compensation and "trailing" commissions. Selling Agents will pass on to their registered representatives a portion of the foregoing upfront selling compensation and "trailing commissions," after deduction of "due diligence" and administrative expenses incurred in connection with this offering, in accordance with such Selling Agents' standard compensation arrangements. In the Selling Agreement, each Advisor and Kenmar have agreed to indemnify the Selling Agents against certain liabilities that the Selling Agents may incur in connection with the offering and sale of the Units, including liabilities under the Securities Act of 1933 and the Commodity Exchange Act. LEGAL MATTERS Sidley Austin Brown & Wood LLP has advised Kenmar in connection with the Units being offered hereby. Sidley Austin Brown & Wood LLP also advises Kenmar with respect to its responsibilities as managing owner of, and with respect to matters relating to, the Fund. Sidley Austin Brown & Wood LLP has prepared the section "Federal Income Tax Consequences" and "Purchases By Employee Benefit Plans" with respect to ERISA. Sidley Austin Brown & Wood LLP has not represented, nor will it represent, either the Fund or the Unitholders in matters relating to the Fund. EXPERTS Arthur F. Bell, Jr. & Associates, L.L.C. have been selected as the Fund's independent auditors. The statements of financial condition of the Fund as of December 31, 2003 and 2002, including the December 31, 2003 condensed schedule of investments, and the related statements of operations, cash flows and changes in Unitholders' capital (net asset value) for the years ended December 31, 2003, 2002 and 2001 and the statement of financial condition of Kenmar Advisory Corp. as of September 30, 2003 included in this Prospectus have been audited by Arthur F. Bell, Jr. & Associates, L.L.C., independent auditors, as stated in their reports appearing herein, and have been so included in reliance upon such reports given upon the -47-
POS AM54th Page of 191TOC1stPreviousNextBottomJust 54th
authority of that firm as experts in auditing and accounting. ADDITIONAL INFORMATION This Prospectus constitutes part of the Registration Statement filed by the Fund with the SEC in Washington, D.C. This Prospectus does not contain all of the information set forth in such Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the SEC, including, without limitation, certain exhibits thereto (for example, the forms of the Selling Agreement, the Advisory Agreements, and the Customer Agreements). The descriptions contained herein of agreements included as exhibits to the Registration Statement are necessarily summaries; the exhibits themselves may be inspected without charge at the public reference facilities maintained by the SEC in Washington, D.C., and copies of all or part thereof may be obtained from the Commission upon payment of the prescribed fees. The SEC maintains a Website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of such site is http://www.sec.gov. RECENT FINANCIAL INFORMATION AND ANNUAL REPORTS Pursuant to applicable CFTC regulations, prospective subscribers must receive recent financial information (current within 60 calendar days) relating to the Fund, as well as its most recent Annual Report (due by March 30 of each year, in respect of the prior year), together with this Prospectus, unless the material that would otherwise be included in such Report or information has been otherwise included herein. PRIVACY POLICY OF KENMAR Kenmar collects non-public information about you from the following sources: (i) information received from you on applications or other forms; and (ii) information about your transactions with Kenmar and others. Kenmar does not disclose any non-public personal information about you to anyone, other than as set forth below, as permitted by applicable law and regulation. Kenmar may disclose non-public personal information about you to the funds in which you invest. Kenmar may disclose non-public personal information about you to non-affiliated companies that work with Kenmar to service your account(s), or to provide services or process transactions that you have requested. Kenmar may disclose non-public personal information about you to parties representing you, such as your investment representative, your accountant, your tax advisor, or to other third parties at your direction/consent. If you decide to close your account(s) or become an inactive customer, Kenmar will adhere to the privacy policies and practices as described in this notice. Kenmar restricts access to your personal and account information to those employees who need to know that information to provide products and services to you. Kenmar maintains appropriate physical, electronic and procedural safeguards to guard your non-public personal information. [Remainder of page left blank intentionally.] -48-
POS AM55th Page of 191TOC1stPreviousNextBottomJust 55th
PERFORMANCE OF KENMAR GLOBAL TRUST The performance of the Fund is dependent upon the performance of its Advisors. The Advisors' results are affected by general market conditions as well as numerous other factors. Because the Advisors' strategies are proprietary and confidential, it is difficult to provide any meaningful description of the Fund's operations since January, 1999 other than simply by presenting its performance record. CFTC rules require the Fund to present performance records for the last five full calendar years and year-to-date. The Fund commenced operations in May 1997; please refer to Part Two of this Prospectus for Fund performance since inception. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The performance information set forth below is current as of February 29, 2004. SUMMARY PERFORMANCE INFORMATION TYPE OF FUND: multi-advisor; publicly-offered INCEPTION OF TRADING: May 1997 AGGREGATE SUBSCRIPTIONS: $53,209,960 CURRENT CAPITALIZATION: $25,901,523 CURRENT NET ASSET VALUE PER UNIT: $115.52 LARGEST MONTHLY DRAWDOWN during 5 year period and year-to-date: (8.96)% (10/99) LARGEST PEAK-TO-VALLEY DRAWDOWN during 5 year period and year-to-date: (24.66)% (10/98-2/02) MONTHLY/ANNUAL PERFORMANCE INFORMATION · Enlarge/Download Table ================================================================================================================================= MONTH 2004 (%) 2003 (%) 2002 (%) 2001(%) 2000(%) 1999(%) --------------------------------------------------------------------------------------------------------------------------------- January 0.03 2.47 (4.05) (1.38) 0.56 (4.46) --------------------------------------------------------------------------------------------------------------------------------- February 4.02 3.94 (3.67) (0.26) (0.16) 4.59 --------------------------------------------------------------------------------------------------------------------------------- March (4.23) 2.22 2.94 (3.01) (8.46) --------------------------------------------------------------------------------------------------------------------------------- April (0.36) (1.70) (2.41) (1.12) 5.24 --------------------------------------------------------------------------------------------------------------------------------- May 5.43 1.21 (0.18) 3.43 (7.53) --------------------------------------------------------------------------------------------------------------------------------- June (4.03) 7.35 (0.24) (1.73) 3.95 --------------------------------------------------------------------------------------------------------------------------------- July (3.02) 6.95 0.81 (1.65) (3.34) --------------------------------------------------------------------------------------------------------------------------------- August 0.19 3.55 (0.20) (2.45) 1.68 --------------------------------------------------------------------------------------------------------------------------------- September (4.13) 4.05 3.60 (2.67) 2.98 --------------------------------------------------------------------------------------------------------------------------------- October 3.35 (4.69) 3.13 (2.00) (8.96) --------------------------------------------------------------------------------------------------------------------------------- November 0.02 (2.17) (5.44) 4.17 4.15 --------------------------------------------------------------------------------------------------------------------------------- December 1.23 5.88 (0.56) 4.41 (0.93) --------------------------------------------------------------------------------------------------------------------------------- Compound Rate of 4.05 0.23 14.81 (0.54) (2.58) (12.03) Return (2 mos.) ================================================================================================================================= PLEASE REFER TO THE NOTES TO PERFORMANCE INFORMATION. -49-
POS AM56th Page of 191TOC1stPreviousNextBottomJust 56th
NOTES TO PERFORMANCE INFORMATION In reviewing the foregoing description of the Fund's performance, prospective investors should understand that such performance is "net" of all fees and charges and includes interest income. The Fund's fees and charges are more fully described under "Charges" on page 31 of the Prospectus. In addition, the following terms used in describing the Fund's performance are defined as follows: "Drawdown" means losses experienced by the Fund over a specified period. "Largest peak-to-valley drawdown" means the greatest percentage decline from any month-end Net Asset Value per Unit, due to overall loss sustained by the Fund during any period, which occurs without such month-end Net Asset Value per Unit being equaled or exceeded as of a subsequent month-end. In dollar terms, for example, if the Net Asset Value per Unit declined by $1 in each of January and February, increased by $1 in March and declined again by $2 in April, a "peak-to-valley drawdown" analysis conducted as of the end of April would consider that "drawdown" to be still continuing and to be $3 in amount, whereas if the Net Asset Value of a Unit had increased by $2 in March, the January-February drawdown would have ended as of the end of February at the $2 level. "Compound Rate of Return" is calculated by multiplying on a compound basis each of the monthly rates of return set forth in the chart above and not by adding or averaging such monthly rates of return. For example, the compound rate of return of (0.55)% for the year 2001 in the Fund's performance record was calculated by multiplying 100 by the quantity [[(1-.0138)(1-.0026)(1+.0294)(1-.0241)(1-.0018)(1-.0024)(1+.0081)(1-.0020) (1+.0360)(1+.0313)(1-.0544)(1-.0056)] minus 1]. For periods of less than one year, the results are year-to-date. SELECTED FINANCIAL DATA The following Selected Financial Data is derived from the audited financial statements of the Fund as of December 31, 2003, 2002, 2001, 2000 and 1999. The Fund commenced trading operations on May 22, 1997. See "Index to Financial Statements" at page 61. · Enlarge/Download Table Year Ended Year Ended Year Ended Year Ended Year Ended December 31, 2003 December 31, 2002 December 31, 2001 December 31, 2000 December 31, 1999 (audited) (audited) (audited) (audited) (audited) Total Assets $25,033,198 $19,723,874 $ 16,390,561 $ 18,341,401 $ 26,826,991 Total Unitholders' Capital 24,531,755 19,394,215 16,125,379 17,732,064 22,777,353 Gains (Losses) from Trading 2,826,994 5,119,564 1,655,305 633,234 (1,293,595) Interest Income 127,729 170,849 517,609 1,129,270 1,082,050 Total Expenses 2,670,416 2,721,237 2,131,779 2,242,754 2,962,452 Net Income (Loss) 284,307 2,569,176 41,135 (480,250) (3,173,997) Net Income (Loss) Per 1.47 15.20 0.24 (2.29) (12.65) Unit (Based on weighted average number of units outstanding) Increase (Decrease) in 0.25 14.29 (0.53) (2.57) (13.61) Net Asset Value Per Unit -50-
POS AM57th Page of 191TOC1stPreviousNextBottomJust 57th
SELECTED QUARTERLY FINANCIAL DATA The following summarized quarterly financial information presents the results of operations for the three month periods ended March 31, June 30, September 30 and December 31, 2003 and 2002. · Enlarge/Download Table 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER 2003 2003 2003 2003 ------------- ------------- ------------- ------------ Gain (Loss) from trading $1,171,236 $916,963 $(1,028,023) $1,766,818 Net Investment (Loss) (657,529) (690,854) (517,055) (677,249) Net Income (Loss) 513,707 226,109 (1,545,078) 1,089,569 Net Income (Loss) per Unit 2.92 1.20 (7.82) 5.11 Increase (Decrease) in Net Asset Value per Unit 2.21 0.92 (7.80) 4.92 Net Asset Value per Unit at end of period 112.98 113.90 106.10 111.02 · Enlarge/Download Table 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER 2002 2002 2002 2002 ------------- ------------- ------------- ------------ Gain (Loss) from trading $(524,692) $1,684,268 $3,607,446 $352,542 Net Investment (Loss) (363,768) (619,320) (1,083,044) (484,256) Net Income (Loss) (888,460) 1,064,948 2,524,402 (131,714) Net Income (Loss) per Unit (5.27) 6.28 15.03 (0.78) Increase (Decrease) in Net Asset Value per Unit (5.32) 6.20 14.84 (1.43) Net Asset Value per Unit at end of period 91.16 97.36 112.20 110.77 There were no extraordinary, unusual or infrequently occurring items recognized in any quarter reported above, and the Fund has not disposed of any segments of its business. There have been no year-end adjustments that are material to the results of any fiscal quarter reported above. [Remainder of page left blank intentionally] -51-
POS AM58th Page of 191TOC1stPreviousNextBottomJust 58th
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OPERATIONAL OVERVIEW; ADVISOR SELECTIONS The Fund's results of operations depend on Kenmar's ability to select Advisors and the Advisors' ability to trade profitably. See "The Fund and Its Objectives -- Investment Philosophy" at page 14. Because of the speculative nature of its trading, the Fund's past performance is not necessarily indicative of its future results. The Advisors and asset allocations for the Fund in effect as of February 29, 2004 are set forth below. These allocations are approximate, and will be affected by (i) the profit and loss generated by each Advisor in relation to the performance of the other Advisors for the Fund and (ii) any subsequent reallocation decision by Kenmar. · Enlarge/Download Table ADVISOR 1/1/99 1/1/00 1/1/01 1/1/02 1/1/03 2/29/04 Altis Partners Limited 0% 0% 0% 0% 0% 0% Beacon Management Corporation 0% 4% 5% 5% 0% 0% Bridgewater Associates Inc. 0% 33% 28% 0% 0% 0% C-View International Limited 0% 0% 6% 25% 0% 0% Chesapeake Capital Corporation 0% 0% 0% 0% 0% 0% Coromandel Investment Management Ltd. 0% 0% 0% 0% 0% 0% Dreiss Research Corporation 19% 0% 0% 0% 0% 0% Graham Capital Management, L.P. 0% 0% 0% 0% 32% 33% Grinham Managed Funds Pty Ltd. 0% 25% 24% 24% 36% 33% Hirst Investment Management Inc. 23% 0% 0% 0% 0% 0% Hyman Beck & Company, Inc. 25% 0% 0% 0% 0% 0% Sunrise Capital Partners, LLC 21% 17% 18% 0% 0% 0% Transtrend B.V. 0% 21% 19% 25% 32% 34% Willowbridge Associates Inc. 12% 0% 0% 0% 0% 0% Winton Capital Management Limited 0% 0% 0% 21% 0% 0% Witter & Lester, Inc. 0% 0% 0% 0% 0% 0% Total 100% 100% 100% 100% 100% 100% ==== ==== ==== ==== ==== ==== -52-
POS AM59th Page of 191TOC1stPreviousNextBottomJust 59th
Two of the Fund's initial Advisors, Chesapeake Capital Corporation and Witter & Lester, were replaced as of June 30, 1998. Hyman Beck & Company, Inc. and Willowbridge Associates, Inc., were replaced as of December 2, 1999. Hirst Investment Management Inc. was replaced as of December 21, 1999. Bridgewater Associates Inc. was replaced and Sunrise Capital Partners, LLC ceased to be a core advisor as of April 30, 2001. C-View International Limited and Winton Capital Management Limited became core advisors on May 1, 2001 and each ceased to be a core advisor as of April 30, 2002. As of May 1, 2002, Graham Capital Management, L.P. became a core advisor. As of May 1, 2004, Hyman Beck & Company, Inc. ("HB & Co.") serves as a non-core advisor, but, Kenmar expects to eventually allocate sufficient assets of the Fund so that HB & Co. will become a core advisor. Each replacement resulted from a reallocation decision by Kenmar (other than with respect to Chesapeake Capital Corporation, which resigned under the terms of its Advisory Agreement). As of February 2004, approximately 100% of the Fund's equity has been allocated to the Advisors. However, as described herein, Kenmar has the discretion to allocate less or more than 100% of the Fund's total equity. The allocation of less than 100% of Fund equity to the Advisors represents a deleveraging of the Fund's trading, which may have the effect of preserving equity during unfavorable market cycles (but which also reduces the upside potential of the Fund during favorable conditions). Kenmar receives brokerage commissions based on the total Fund equity, not allocated equity. See "Conflicts of Interest--Kenmar" at page 36. Any decision to terminate or reallocate assets among Trading Advisors is based on a combination of numerous factors, as described under "The Fund and Its Objectives -- The Advisors" at page 19. Kenmar's Advisor selection procedures are described under "Kenmar Advisory Corp. -- Management of Traders" at page 28. The Core Advisors' trading methods are described under "The Fund and Its Objectives -- Core and Potential Core Advisor Summaries" at page 20. Kenmar has no timetable or schedule for making Advisor changes or reallocations, and generally makes a medium- to long-term commitment to all Advisors selected. Kenmar is not required to allocate the proceeds resulting from subscriptions as any month-end during the continuing offering (over any amounts redeemed as of such date) on a PRO RATA basis; rather, such allocations will be based on the factors described under "The Fund and Its Objectives -- The Advisors." Kenmar will notify investors monthly as to month-end allocations. LIQUIDITY The Fund's investments in the futures, forwards, options and related markets may, from time to time, be illiquid. See "The Risks You Face -- (11) Possible Illiquid Markets" at page 10. Most United States exchanges limit fluctuations in certain futures interest prices during a single day by regulations referred to as "daily price fluctuations limits" or "daily limits." Pursuant to such regulations, during a single trading day no trades may be executed at prices beyond the daily limit in such futures interests. If the price for a particular contract has increased or decreased by an amount equal to the "daily limit," positions in such futures contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved the daily limit for several consecutive days with little or no trading. While the occurrence of such an event may reduce or effectively eliminate the liquidity of a particular market, it will not limit ultimate losses and may in fact substantially increase losses because of this inability to liquidate unfavorable positions. In addition, if there is little or no trading in a particular futures or forward contract that the Fund is trading, whether such illiquidity is caused by any of the above reasons or otherwise, the Fund may be unable to execute trades at favorable prices and/or may be unable or unwilling to liquidate its position prior to its expiration date, thereby requiring the Fund to make or take delivery of the underlying commodity. In addition, certain Advisors trade on futures markets outside the United States on behalf of the Fund. Certain foreign exchanges may be substantially more prone to periods of illiquidity than United States exchanges. Further, certain Advisors trade forward contracts which are not traded on exchanges; rather banks and dealers act as principals in these markets. The CFTC does not regulate trading on non-U.S. futures markets or in forward contracts. Illiquid market conditions could result in restrictions on redemptions. With respect to the Fund's trading, in general, the Fund's Advisors will endeavor to trade only futures, forwards and options that have sufficient liquidity to enable them to enter and close out positions without causing major price movements. Furthermore, since commencement of -53-
POS AM60th Page of 191TOC1stPreviousNextBottomJust 60th
trading by the Fund, there has never been a time when illiquidity has affected a material portion of any Fund assets. See "Redemptions and Distributions" at page 38. Units may be redeemed, at a Unitholder's option, as of the close of business on the last day of any month. Units purchased on and after June 1, 2004 and are redeemed at Net Asset Value are subject to redemption charges as follows: 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 through 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 redemptions. 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. RESULTS OF OPERATIONS GENERAL Kenmar believes that multi-advisor futures funds should be regarded as medium- to long-term (I.E., three to five year) investments, but it is difficult to identify trends in the Fund's operations and virtually impossible to make any predictions regarding future results. Kenmar has not made, and has no intention of making, any distributions of the Fund's profits or capital to Unitholders. The Fund incurs substantial charges from the payment of Consulting Fees and Profit Shares to the Advisors, Incentive Fees to Kenmar, brokerage commissions and miscellaneous execution costs and administrative expenses. Brokerage commissions and Consulting Fees are payable based upon the Net Asset Value of the Fund and are payable without regard to the profitability of the Fund. As a result, it is possible that the Fund may incur a net loss when trading profits are not substantial enough to avoid depletion of the Fund's assets from such fees and expenses. Thus, due to the nature of the Fund's business, the success of the Fund is dependent upon the ability of the Advisors to generate trading profits through the speculative trading of futures, forwards and options sufficient to produce capital appreciation after payment of all fees and expenses. It is important to note, however, that (i) the Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such markets will be actively traded by an Advisor or will be profitable in the future and (ii) the Advisors trade independently of each other using different trading systems and may trade different markets with various concentrations at various times. Consequently, the results of operations of the Fund can only be discussed in the context of the overall trading activities of the Fund, the Advisors' trading activities on behalf of the Fund as a whole and how the Fund has performed in the past. The Fund commenced trading operations on May 22, 1997. Set forth below are the results of operations of the Fund for the years ended December 31, 2003, 2002 and 2001. As of December 31, 2003, the Net Asset Value of the Fund was $24,531,755, an increase of approximately 26.49% from its Net Asset Value of $19,394,215 at December 31, 2002. The Fund's subscriptions and redemptions for the year ended December 31, 2003, totaled $8,278,861 and $3,187,628, respectively. For the year ended December 31, 2003, the Fund had revenues comprised of $3,085,074 in realized trading gains, $(25,999) in unrealized trading losses and $127,729 of interest income. Total expenses and brokerage commissions for the year ended December 31, 2003 were $2,902,497. The Net Income for the year ended December 31, 2003 was $284,307. The Net Asset Value per Unit increased 0.23% from $110.77 at December 31, 2002, to $111.02 at December 31, 2003. The Fund's positive performance for the year ended December 31, 2003 resulted primarily from currencies, global stock indices and metals. -54-
POS AM61st Page of 191TOC1stPreviousNextBottomJust 61st
As of December 31, 2002, the Net Asset Value of the Fund was $19,394,215, an increase of approximately 20.27% from its Net Asset Value of $16,125,379 at December 31, 2001. The Fund's subscriptions and redemptions for the year ended December 31, 2002, totaled $3,163,416 and $2,354,126, respectively. For the year ended December 31, 2002, the Fund had revenues comprised of $4,672,380 in realized trading gains, $631,477 in unrealized trading gains and $170,849 of interest income. Total expenses and brokerage commissions for the year ended December 31, 2002 were $2,905,530. The Net Income for the year ended December 31, 2002 was $2,569,176. The Net Asset Value per Unit increased 14.81% from $96.48 at December 31, 2001, to $110.77 at December 31, 2002. The Fund's positive performance for the year ended December 31, 2002 resulted primarily from global interest rates, currencies and global stock indices. As of December 31, 2001, the Net Asset Value of the Fund was $16,125,379, a decrease of approximately 9.06% from its Net Asset Value of $17,732,064 at December 31, 2000. The Fund's subscriptions and redemptions for the year ended December 31, 2001 totaled $2,242,654 and $3,766,020, respectively. For the year ended December 31, 2001, the Fund had revenues comprised of $2,479,061 in realized trading gains, $(584,140) in change in unrealized trading losses and $517,609 in interest income. Total expenses and brokerage commissions for the year ended December 31, 2001 were $2,371,395. The Net Income for the year ended December 31, 2001 was $41,135. The Net Asset Value per Unit at December 31, 2001 decreased 0.55% from $97.01 at December 31, 2000 to $96.48 at December 31, 2001. The Fund's trading gains during 2001 resulted primarily from global interest rates, currencies, global stock indices and grains, but, net of offering costs, the Fund experienced a negative compounded rate of return of (0.55)%. PERFORMANCE SUMMARY The most directly relevant information relating to the results of operations of a managed futures fund, such as the Fund, is the actual performance record. During the period January 1, 1999 through December 31, 2003, the Fund's Net Asset Value per Unit increased from $110.15 to $111.02, and the Compound Rate of Return for 2003 was approximately 0.23%, as set forth on page 49. CAPITAL RESOURCES The Fund does not have, nor does it expect to have, any capital assets. Redemptions and sales of the Units in the future will affect the amount of funds available for trading futures, forwards and options in subsequent periods. There are three primary factors that affect the Fund's capital resources: (i) the trading profit or loss generated by the Advisors (plus interest income); (ii) the capital invested or redeemed by Unitholders; and (iii) the capital invested or redeemed by the Fund's managing owner, Kenmar. Kenmar has maintained, and has agreed to maintain, at all times a one percent (1%) interest in the Fund. All capital contributions by Kenmar necessary to maintain such capital account balance are evidenced by units of beneficial interest, each of which have an initial value equal to the Net Asset Value per Unit (as defined below) at the time of such contribution. Kenmar, in its sole discretion, may withdraw any excess above its required capital contribution without notice to the Unitholders. Kenmar, in its sole discretion, may also contribute any greater amount to the Fund, for which it shall receive, at its option, additional Units at their then-current Net Asset Value (as defined below). "Net Assets" and "Net Asset Value" of the Fund are defined as total assets of the Fund less total liabilities as determined in accordance with generally accepted accounting principles as described in the Fund's Declaration of Trust Agreement. The term "Net Asset Value Per Unit" is defined in the Declaration of Trust to mean the Net Assets of the Fund divided by the number of Units outstanding as of the date of determination. The amount of capital raised for the Fund should not, except at extremely high levels of capitalization, have a significant impact on its operations. The Fund's costs are generally proportional to its asset base and, within broad ranges of capitalization, the Advisors' trading positions (and the resulting gains and losses) should increase or decrease in approximate proportion to the size of the Fund's account managed by each of them. The Fund raises additional capital only through the continuous offering of its Units. The Fund does not borrow, and sells no securities other than the Units. Kenmar Securities, Inc. acts as a Selling Agent in respect of the Fund's Units. -55-
POS AM62nd Page of 191TOC1stPreviousNextBottomJust 62nd
The discussion above contains certain forward-looking statements (as such term is defined in the rules promulgated under the Securities Exchange Act of 1934) that are based on the beliefs of Kenmar, as well as assumptions made by, and information currently available to, Kenmar. A number of important factors may cause the Fund's actual results, performance or achievements for 2004 and beyond to differ materially from the results, performance or achievements expressed in, or implied by, such forward-looking statements. These factors include, without limitation, the factors described above. PERFORMANCE OF COMMODITY POOLS OPERATED BY KENMAR GENERAL THE PERFORMANCE INFORMATION INCLUDED HEREIN IS PRESENTED IN ACCORDANCE WITH CFTC REGULATIONS. THE FUND DIFFERS MATERIALLY IN CERTAIN RESPECTS FROM EACH OF THE POOLS WHOSE PERFORMANCE IS INCLUDED HEREIN. The following sets forth summary performance information for all pools operated by Kenmar (other than the Fund) since January 1, 1999. Kenmar has offered these pools exclusively on a private basis to financially sophisticated investors -- either on a private placement basis in the United States or offshore exclusively to non-U.S. persons. Other than the Fund, Kenmar has not, to date, sponsored a publicly-offered commodity pool. The pools, the performance of which is summarized herein, are materially different in certain respects from the Fund, and the past performance summaries of such pools are generally not representative of how the Fund might perform in the future. These pools also have material differences from one another in terms of number of advisors, leverage, fee structure and trading programs. The performance records of these pools may give some general indication of Kenmar's capabilities in advisor selection by indicating the past performance of the Kenmar-sponsored pools. All summary performance information is current as of February 29, 2004 (except in the case of pools dissolved prior to such date). Performance information is set forth, in accordance with CFTC Regulations, since January 1, 1999 or, if later, the inception of the pool in question. INVESTORS SHOULD NOTE THAT AFFILIATES OF KENMAR PERFORM ASSET ALLOCATION FUNCTIONS ON BEHALF OF MANAGED ACCOUNTS AND OTHER COMMODITY POOLS SIMILAR TO THOSE PERFORMED BY KENMAR. PURSUANT TO CFTC REGULATIONS, THE PERFORMANCE OF ACCOUNTS AND OTHER POOLS OPERATED, MANAGED AND/OR SPONSORED BY AFFILIATES OF KENMAR HAS NOT BEEN INCLUDED HEREIN. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND MATERIAL DIFFERENCES EXIST BETWEEN THE POOLS WHOSE PERFORMANCE IS SUMMARIZED HEREIN AND THE FUND. 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. -------------------- [Remainder of page left blank intentionally.] -56-
POS AM63rd Page of 191TOC1stPreviousNextBottomJust 63rd
ASSETS UNDER MANAGEMENT · Enlarge/Download Table Kenmar - Total assets under management as of February 29, 2004 $26 million Kenmar -Total assets under multi-advisor management as of February 29, 2004 $26 million Kenmar and affiliates - Total assets under management as of February 29, 2004 $1.2 billion* (excluding notional funds) Kenmar and affiliates - Total assets under management as of February 29, 2004 $1.4 billion** (including notional funds) * Approximately 92% of this amount represents assets for which Kenmar and its affiliates has management responsibility; Kenmar has only oversight responsibility over the remainder of these assets. ** Approximately 93% of this amount represents assets for which Kenmar has management responsibility; Kenmar has only oversight responsibility over the remainder of these assets. MULTI-ADVISOR POOLS These are all of the multi-advisor pools (other than the Fund and pools for the research and development of traders) operated by Kenmar since January 1, 1999. Kenmar has actively allocated and reallocated trading assets among a changing group of advisors selected by it. As will the Fund, these multi-advisor pools depend on Kenmar for their asset allocations (and, possibly, leverage adjustments) and strategy selections, and combine unrelated and independent advisors. SINGLE-ADVISOR POOLS These are all of the pools (other than pools for the research and development of traders) operated by Kenmar since January 1, 1999 that were, or are, advised by a single advisor (as opposed to a portfolio of commodity trading advisors). Investors should note that single-advisor pools do not demonstrate Kenmar's ability to manage a portfolio of commodity trading advisors. POOLS FOR THE RESEARCH AND DEVELOPMENT OF ADVISORS These are all of the pools operated by Kenmar since January 1, 1999 that were established as a way of testing, in a limited liability vehicle, one or more commodity trading advisors relatively untested in the management of customer assets. [Remainder of page left blank intentionally] -57-
POS AM64th Page of 191TOC1stPreviousNextBottomJust 64th
· Enlarge/Download Table ---------------------------------------------------------------------------------------------------------------------------- % WORST % WORST TYPE CURRENT MONTHLY PEAK-TO-VALLEY OF START CLOSE AGGREGATE CURRENT NAV PER DRAW-DOWN & DRAW-DOWN POOL DATE DATE SUBSCRIPT. TOTAL NAV UNIT MONTH & PERIOD ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- MULTI-ADVISOR POOLS ---------------------------------------------------------------------------------------------------------------------------- Kenmar Performance Partners L.P. ** 08/85 3/02 265,038,978 0 0 (22.66) (74.94) ---------------------------------------------------------------------------------------------------------------------------- 6/00 10/98-1/02 ---------------------------------------------------------------------------------------------------------------------------- Kenmar Capital Partners (20.38) Ltd. * 07/95 12/99 3,587,775 0 0 (9.48) ---------------------------------------------------------------------------------------------------------------------------- 10/99 10/98-10/99 ---------------------------------------------------------------------------------------------------------------------------- SINGLE ADVISOR POOLS ---------------------------------------------------------------------------------------------------------------------------- The Fulcrum Fund LP "A" (1) single 09/96 12/00 11,341,364 0 0 (21.24) (53.05) ---------------------------------------------------------------------------------------------------------------------------- 6/00 7/99-11/00 ---------------------------------------------------------------------------------------------------------------------------- The Fulcrum Fund LP(2) single 04/97 12/03 62,688,110 0 0 (21.22) (68.16) ---------------------------------------------------------------------------------------------------------------------------- 6/00 7/99-9/03 ---------------------------------------------------------------------------------------------------------------------------- Dennis Friends & Family (48.46) L.P. single 05/97 10/00 3,386,355 0 0 (22.17) ---------------------------------------------------------------------------------------------------------------------------- 7/99-9/00 6/00 ---------------------------------------------------------------------------------------------------------------------------- Hirst Investment Fund L.P. single 10/97 10/02 4,347,088 0 0 (10.43) (24.41) ---------------------------------------------------------------------------------------------------------------------------- 3/99 1/99-10/01 ---------------------------------------------------------------------------------------------------------------------------- Hirst Investment 2X Fund LP single 3/99 3/00 4,127,659 0 0 (18.89) (33.82) ---------------------------------------------------------------------------------------------------------------------------- 10/99 3/99-3/00 ---------------------------------------------------------------------------------------------------------------------------- POOLS FOR RESEARCH AND DEVELOPMENT OF TRADERS ---------------------------------------------------------------------------------------------------------------------------- N/A (See Kenmar Venture Partners Footnote (48.75) L.P.(3) * 03/87 12/02 2,625,000 0 3.) (29.70) ---------------------------------------------------------------------------------------------------------------------------- 10/89 11/90-4/92 ---------------------------------------------------------------------------------------------------------------------------- Oberdon Partners L.L.C. single 4/97 4/99 1,607,000 0 0 (20.65) (30.16) ---------------------------------------------------------------------------------------------------------------------------- 5/98 5/98-10/98 ---------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------- PERCENTAGE RATE OF RETURN (COMPUTED ON A COMPOUNDED MONTHLY BASIS) --------------------------------------------------------------------------------- 1999 2000 2001 2002 2003 --------------------------------------------------------------------------------- MULTI-ADVISOR POOLS --------------------------------------------------------------------------------- Kenmar Performance Partners L.P. (31.04) (35.01) (24.58) (11.31) -- --------------------------------------------------------------------------------- (3 mos.) --------------------------------------------------------------------------------- Kenmar Capital Partners Ltd. (15.01) -- -- -- -- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- SINGLE ADVISOR POOLS --------------------------------------------------------------------------------- The Fulcrum Fund LP "A" (1) (12.01) (25.49) -- -- -- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- The Fulcrum Fund LP(2) (12.87) (25.35) (23.35) 5.72 (15.99) --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- Dennis Friends & Family L.P. (7.74) (30.42) -- -- -- --------------------------------------------------------------------------------- (10 mos.) --------------------------------------------------------------------------------- Hirst Investment Fund L.P. (20.07) 2.31 (7.56) -- -- --------------------------------------------------------------------------------- (10 mos.) --------------------------------------------------------------------------------- Hirst Investment 2X Fund LP (27.58) (8.62) -- -- -- --------------------------------------------------------------------------------- (10 mos.) (3 mos.) --------------------------------------------------------------------------------- POOLS FOR RESEARCH AND DEVELOPMENT OF TRADERS --------------------------------------------------------------------------------- Kenmar Venture Partners L.P.(3) (14.43) 5.62 (4.68) 2.39 -- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- Oberdon Partners L.L.C. 4.16 -- -- -- -- --------------------------------------------------------------------------------- (4 mos.) --------------------------------------------------------------------------------- PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. --------------------- (1) Formerly The Dennis Fund LP "A" and renamed the Fulcrum Fund LP "A" as of November 1, 2000. As of December 31, 2000, all "A" Shares were redeemed and an equivalent number of shares were issued by The Fulcrum Fund L.P. (2) Formerly The Dennis Fund LP "B" and renamed The Fulcrum Fund LP as of November 1, 2000. The Fulcrum Fund LP was sold to Beacon Management Corporation effective December 31, 2003 and, therefore, Kenmar no longer serves as general partner. (3) Kenmar Venture Partners L.P. ceased being a Unit-based fund as of October 1, 2001. After October 1, 2001 Kenmar Venture Partners L.P. utilized a value based valuation of each limited partner's ownership interest. Kenmar Venture Partners L.P. was closed on December 31, 2002. -58-
POS AM65th Page of 191TOC1stPreviousNextBottomJust 65th
FOOTNOTES TO PERFORMANCE INFORMATION 1. Name of Pool. 2. Type of Pool: "Single" means that the assets are managed by one commodity trading advisor. * Although multiple commodity trading advisors were used at certain times during the history of the pool, the pool may not have been a "multi-advisor pool" as defined by the CFTC due to the fact that one of those commodity trading advisors may have been allocated in excess of twenty-five percent of the pool's funds available for trading. ** Commenced trading as a single-advisor pool and assets were subsequently allocated to multiple trading advisors. The pool is not a "multi-advisor-pool" as defined by the CFTC for the reason discussed above. 3. Start Date. 4. "Close Date" is the date the pool liquidated its assets and ceased to do business. 5. "Aggregate Subscript." is the aggregate of all amounts ever contributed to the pool, including investors who subsequently redeemed their investments. 6. "Current Total NAV" is the Net Asset Value of the pool as of February 29, 2004. 7. "Current NAV Per Unit" is the Current Net Asset Value of the pool divided by the total number of units (shares) outstanding as of February 29, 2004. Current NAV per Unit is based on the value of a hypothetical $1,000 unit ($1,050 for Kenmar Venture Partners L.P. prior to October 1, 2001) of investment over time. In the case of liquidated pools, the NAV per unit on the date of liquidation of the pool is set forth. 8. "% Worst Monthly Drawdown" is the largest single month loss sustained since inception of trading. "Drawdown" as used in this section of the Prospectus means losses experienced by the relevant pool over the specified period and is calculated on a rate of return basis, i.e., dividing net performance by beginning equity. "Drawdown" is measured on the basis of monthly returns only, and does not reflect intra-month figures. 9. "Month" is the month of the % Worst Monthly Drawdown. 10. "% Worst Peak-to-Valley Drawdown" is the largest percentage decline in the Net Asset Value per Unit over the history of the pool. This need not be a continuous decline, but can be a series of positive and negative returns where the negative returns are larger than the positive returns. "% Worst Peak-to-Valley Drawdown" represents the greatest percentage decline from any month-end Net Asset Value per Unit that occurs without such month-end Net Asset Value per Unit being equaled or exceeded as of a subsequent month-end. For example, if the Net Asset Value per Unit of a particular pool declined by $1 in each of January and February, increased by $1 in March and declined again by $2 in April, a "peak-to-valley drawdown" analysis conducted as of the end of April would consider that "drawdown" to be still continuing and to be $3 in amount, whereas if the Net Asset Value per Unit had increased by $2 in March, the January-February drawdown would have ended as of the end of February at the $2 level. 11. "Period" is the period of the "% Worst Peak-to-Valley Drawdown." 12. "year-to-date" is the rate of return of the pool as of February 29, 2004. [Remainder of page left blank intentionally.] -59-
POS AM66th Page of 191TOC1stPreviousNextBottomJust 66th
INDEX OF DEFINED TERMS A NUMBER OF DEFINED TERMS ARE USED IN THIS PROSPECTUS. THE RESPECTIVE DEFINITIONS OR DESCRIPTIONS OF SUCH TERMS MAY BE FOUND ON THE FOLLOWING PAGES OF THIS PROSPECTUS. PAGE(S) ------- Aggregate Investment Expenses................................................44 CFTC........................................................................iii Clearing Brokers.............................................................36 Code.........................................................................42 Declaration of Trust.........................................................29 employee benefit plan........................................................46 ERISA........................................................................46 Fimat........................................................................36 Fund..........................................................................i Futures Broker...............................................................36 high water mark..............................................................33 IRS..........................................................................14 Kenmar.......................................................................27 Kenmar Related Parties.......................................................29 Loss Carryforward............................................................34 NASAA Guidelines.............................................................29 Net Asset Value..............................................................57 Net Asset Value Per Unit.....................................................57 Net Assets...................................................................57 New Overall Appreciation.....................................................34 New Trading Profit...........................................................34 NFA.........................................................................iii Overall Appreciation.........................................................34 Plan Fiduciaries.............................................................46 Plans........................................................................46 Publicly-Offered Security Exception..........................................46 SEC..........................................................................30 Selling Agents...............................................................48 Subscription Requirements....................................................46 Trading Profit...............................................................33 UBS Securities...............................................................36 Unit..........................................................................1 -60-
POS AM67th Page of 191TOC1stPreviousNextBottomJust 67th
INDEX TO FINANCIAL STATEMENTS · Enlarge/Download Table PAGE KENMAR GLOBAL TRUST Independent Auditor's Report...........................................................................64 Statements of Financial Condition as of December 31, 2003 and 2002 (Audited)........................65 Condensed Schedule of Investments as of December 31, 2003 (Audited).................................66 Statements of Operations For the Years Ended December 31, 2003, 2002, and 2001 (Audited)............67 Statements of Cash Flows For the Years Ended December 31, 2003, 2002, and 2001 (Audited)............68 Statements of Changes in Unitholders' Capital (Net Asset Value) For the Years Ended December 31, 2003, 2002, and 2001 (Audited)....................................................69 Notes to Financial Statements (Audited).............................................................70 KENMAR ADVISORY CORP. Independent Auditor's Report...........................................................................76 Statement of Financial Condition as of September 30, 2003 (Audited).................................77 Notes to Statement of Financial Condition (Audited).................................................78 Statement of Financial Condition as of December 31, 2003 (Unaudited)................................85 Notes to Statement of Financial Condition (Unaudited)...............................................86 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. -61-
POS AM68th Page of 191TOC1stPreviousNextBottomJust 68th
INDEPENDENT AUDITOR'S REPORT To the Unitholders Kenmar Global Trust We have audited the accompanying statements of financial condition of Kenmar Global Trust as of December 31, 2003 and 2002, including the December 31, 2003 condensed schedule of investments, and the related statements of operations, cash flows and changes in unitholders' capital (net asset value) for the years ended December 31, 2003, 2002 and 2001. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 Kenmar Global Trust as of December 31, 2003 and 2002, and the results of its operations, cash flows and changes in its net asset values for the years ended December 31, 2003, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America. /s/ ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C. Hunt Valley, Maryland February 16, 2004, except for Note 7 as to which the date is March 9, 2004 -62-
POS AM69th Page of 191TOC1stPreviousNextBottomJust 69th
KENMAR GLOBAL TRUST STATEMENTS OF FINANCIAL CONDITION December 31, 2003 and 2002 -------------------------- · Download Table 2003 2002 ---- ---- ASSETS Equity in broker trading accounts Cash $ 21,617,196 $10,076,868 Unrealized gain on open contracts 1,082,839 1,074,472 ------------ ----------- Deposits with brokers 22,700,035 11,151,340 Cash and cash equivalents 2,334,203 8,569,208 Unrealized gain (loss) on open forward contracts (31,040) 3,326 Subscriptions receivable 30,000 0 ------------ ----------- Total assets $ 25,033,198 $19,723,874 ============ =========== LIABILITIES Accounts payable $ 50,629 $ 37,706 Commissions and other trading fees on open contracts 4,673 800 Managing Owner brokerage commissions 181,331 142,204 Advisor profit shares 156,471 60,105 Redemptions payable 107,914 85,655 Redemption charges payable to Managing Owner 425 3,189 ------------ ----------- Total liabilities 501,443 329,659 ------------ ----------- UNITHOLDERS' CAPITAL (NET ASSET VALUE) Managing Owner - 2,317.0232 and 2,041.4999 units outstanding at December 31, 2003 and 2002 257,247 226,137 Other Unitholders - 218,640.2418 and 173,044.1212 units outstanding at December 31, 2003 and 2002 24,274,508 19,168,078 ------------ ----------- Total unitholders' capital (Net Asset Value) 24,531,755 19,394,215 ------------ ----------- $ 25,033,198 $19,723,874 ============ =========== See accompanying notes. -63-
POS AM70th Page of 191TOC1stPreviousNextBottomJust 70th
KENMAR GLOBAL TRUST CONDENSED SCHEDULE OF INVESTMENTS December 31, 2003 -------------------------- LONG FUTURES CONTRACTS · Download Table Description Value % of Net Asset Value -------------------------------- ----------------- -------------------- Agricultural $ 12,694 0.05% Currency 297,693 1.21% Energy (40,699) (0.16)% Interest rate 21,480 0.09% Metals 757,821 3.09% Stock index 336,835 1.37% Other (261) 0.00% ------------- ------------- TOTAL LONG FUTURES CONTRACTS $ 1,385,563 5.65% ------------- ------------- SHORT FUTURES CONTRACTS · Download Table Description Value % of Net Asset Value -------------------------------- ----------------- -------------------- Agricultural $ 7,048 0.03% Currency 19,684 0.08% Energy (93) 0.00 Interest rate 3,069 0.01% Metals (340,931) (1.39)% Stock index 8,499 0.03% ------------- ------------- TOTAL SHORT FUTURES CONTRACTS $ (302,724) (1.24)% ------------- ------------- TOTAL FUTURES CONTRACTS $ 1,082,839 4.41% ============= ============= FORWARD CURRENCY CONTRACTS · Download Table Description Value % of Net Asset Value -------------------------------- ----------------- -------------------- Long forward currency contracts $ (18,061) (0.07)% Short forward currency contracts $ (12,979) (0.05)% ------------- ------------- TOTAL FORWARD CURRENCY CONTRACTS $ (31,040) (0.12)% ============= ============= See accompanying notes. -64-
POS AM71st Page of 191TOC1stPreviousNextBottomJust 71st
KENMAR GLOBAL TRUST STATEMENTS OF OPERATIONS For the Years Ended December 31, 2003, 2002 and 2001 -------------------------- · Enlarge/Download Table 2003 2002 2001 ---- ---- ---- TRADING GAINS (LOSSES) Gain (loss) from trading Realized $ 3,085,074 $ 4,672,380 $ 2,479,061 Change in unrealized (25,999) 631,477 (584,140) Brokerage commissions (232,081) (184,293) (239,616) ----------- ----------- ----------- Gain from trading 2,826,994 5,119,564 1,655,305 ----------- ----------- ----------- NET INVESTMENT (LOSS) Income Interest income 127,729 170,849 517,609 ----------- ----------- ----------- Expenses Managing Owner brokerage commissions 2,009,917 1,647,208 1,566,968 Advisor profit shares 507,299 934,498 465,428 Operating expenses 153,200 139,531 99,383 ----------- ----------- ----------- Total expenses 2,670,416 2,721,237 2,131,779 ----------- ----------- ----------- Net investment (loss) (2,542,687) (2,550,388) (1,614,170) ----------- ----------- ----------- NET INCOME $ 284,307 $ 2,569,176 $ 41,135 =========== =========== =========== NET INCOME PER UNIT (based on weighted average number of units outstanding during the year) $ 1.47 $ 15.20 $ 0.24 =========== =========== =========== INCREASE (DECREASE) IN NET ASSET VALUE PER UNIT $ 0.25 $ 14.29 $ (0.53) =========== =========== =========== See accompanying notes. -65-
POS AM72nd Page of 191TOC1stPreviousNextBottomJust 72nd
KENMAR GLOBAL TRUST STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2003, 2002 and 2001 -------------------------- · Enlarge/Download Table 2003 2002 2001 ---- ---- ---- CASH FLOWS FROM (FOR) OPERATING ACTIVITIES Net income $ 284,307 $ 2,569,176 $ 41,135 Adjustments to reconcile net income to net cash from operating activities: Net change in unrealized 25,999 (631,477) 584,140 Increase (decrease) in accounts payable and accrued expenses 152,289 54,328 (100,111) ------------ ------------ ------------ Net cash from operating activities 462,595 1,992,027 525,164 ------------ ------------ ------------ CASH FLOWS FROM (FOR) FINANCING ACTIVITIES Addition of units 8,248,861 3,163,416 2,242,654 Offering costs paid (238,000) (109,630) (124,454) Redemption of units (3,168,133) (2,343,977) (4,010,064) ------------ ------------ ------------ Net cash from (for) financing activities 4,842,728 709,809 (1,891,864) ------------ ------------ ------------ Net increase (decrease) in cash and cash equivalents 5,305,323 2,701,836 (1,366,700) CASH AND CASH EQUIVALENTS Beginning of year 18,646,076 15,944,240 17,310,940 ------------ ------------ ------------ End of year $ 23,951,399 $ 18,646,076 $ 15,944,240 ============ ============ ============ END OF YEAR CASH AND CASH EQUIVALENTS CONSISTS OF: Cash in broker trading accounts $ 21,617,196 $ 10,076,868 $ 10,297,595 Cash and cash equivalents 2,334,203 8,569,208 5,646,645 ------------ ------------ ------------ Total end of year cash and cash equivalents $ 23,951,399 $ 18,646,076 $ 15,944,240 ============ ============ ============ See accompanying notes. -66-
POS AM73rd Page of 191TOC1stPreviousNextBottomJust 73rd
KENMAR GLOBAL TRUST STATEMENTS OF CHANGES IN UNITHOLDERS' CAPITAL (NET ASSET VALUE) For the Years Ended December 31, 2003, 2002 and 2001 -------------------------- · Enlarge/Download Table Unitholders' Capital Total ----------------------------------------------------- Number of Managing Other Units Owner Unitholders Total ------------ ----------- ------------ ------------ -------------------------------- Balances at December 31, 2000 182,793.6866 $ 195,013 $ 17,537,051 $ 17,732,064 Net income for the year ended December 31, 2001 480 40,655 41,135 Additions 23,090.2782 3,000 2,239,654 2,242,654 Redemptions (38,749.0103) 0 (3,766,020) (3,766,020) Offering costs (1,527) (122,927) (124,454) ------------ ----------- ------------ ------------ Balances at December 31, 2001 167,134.9545 196,966 15,928,413 16,125,379 Net income for the year ended December 31, 2002 30,486 2,538,690 2,569,176 Additions 31,247.2738 0 3,163,416 3,163,416 Redemptions (23,296.6072) 0 (2,354,126) (2,354,126) Offering costs (1,315) (108,315) (109,630) ------------ ----------- ------------ ------------ Balances at December 31, 2002 175,085.6211 226,137 19,168,078 19,394,215 Net income for the year ended December 31, 2003 3,749 280,558 284,307 Additions 74,176.8974 30,000 8,248,861 8,278,861 Redemptions (28,305.2535) 0 (3,187,628) (3,187,628) Offering costs (2,639) (235,361) (238,000) ------------ ----------- ------------ ------------ Balances at December 31, 2003 220,957.2650 $ 257,247 $ 24,274,508 $ 24,531,755 ============ =========== ============ ============ Net Asset Value Per Unit ------------------------------------ December 31, 2003 2002 2001 ---- ---- ---- $111.02 $110.77 $96.48 ======= ======= ====== See accompanying notes. -67-
POS AM74th Page of 191TOC1stPreviousNextBottomJust 74th
KENMAR GLOBAL TRUST NOTES TO FINANCIAL STATEMENTS ---------------------- Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. General Description of the Fund Kenmar Global Trust (the Fund) is a Delaware business trust. The Fund is a multi-advisor, multi-strategy commodity pool which trades in United States (U.S.) and foreign futures, options, forwards and related markets. B. Regulation As a registrant with the Securities and Exchange Commission, the Fund is subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. As a commodity pool, the Fund is subject to the regulations of the Commodity Futures Trading Commission, an agency of the U.S. government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of the Futures Commission Merchants (brokers) and interbank market makers through which the Fund trades. C. Method of Reporting The Fund's financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Fund's management. Gains or losses are realized when contracts are liquidated. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the statement of financial condition in accordance with Financial Accounting Standards Board Interpretation No. 39 - "Offsetting of Amounts Related to Certain Contracts." Any change in net unrealized gain or loss is reported in the statement of operations. Brokerage commissions paid directly to brokers, reflected as "brokerage commissions" in the statement of operations, include exchange and other trading fees and are charged to expense when contracts are opened. D. Cash and Cash Equivalents Cash and cash equivalents includes cash and short-term time deposits held at financial institutions. E. Income Taxes The Fund prepares calendar year U.S. and applicable state information tax returns and reports to the Unitholders their allocable shares of the Fund's income, expenses and trading gains or losses. -68-
POS AM75th Page of 191TOC1stPreviousNextBottomJust 75th
KENMAR GLOBAL TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ---------------------- Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) F. Offering Costs Offering costs are borne by the Fund and are charged directly to unitholders' capital as incurred. G. Foreign Currency Transactions The Fund's functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently. Note 2. MANAGING OWNER The Managing Owner of the Fund is Kenmar Advisory Corp., which conducts and manages the business of the Fund. The Declaration of Trust and Trust Agreement requires the Managing Owner to maintain a capital account equal to at least 1% of the total capital accounts of the Fund. The Managing Owner has agreed to maintain a net worth of not less than $1,000,000. At December 31, 2003, the Managing Owner has a net worth in excess of $1,000,000. Effective May 9, 2003, the Managing Owner is paid monthly brokerage commissions ("Managing Owner brokerage commissions") equal to 1/12 of 10% (10% annually) of the Fund's beginning of month Net Asset Value. Prior to May 9, 2003, the Managing Owner brokerage commissions were equal to 1/12 of 11% (11% annually) of the Fund's beginning of month Net Asset Value. The Managing Owner, in turn, pays substantially all actual costs of executing the Fund's trades, selling commissions and trailing commissions to selling agents, and consulting fees to the commodity trading advisors. Managing Owner brokerage commissions are reduced by brokerage commissions and other trading fees paid directly to brokers by the Fund. For the years ended December 31, 2003, 2002 and 2001, brokerage commissions equated to an approximate round-turn equivalent rate of $62, $64 and $60, respectively. Such approximate round-turn equivalent brokerage commission rate will vary depending on the frequency of trading by the Fund's commodity trading advisors. The Managing Owner is paid an incentive fee equal to 5% of New Overall Appreciation (which is defined in the Declaration of Trust and Trust Agreement and excludes interest income) as of each fiscal year-end and upon redemption of Units. No incentive fee was earned by the Managing Owner during 2003, 2002 and 2001. -69-
POS AM76th Page of 191TOC1stPreviousNextBottomJust 76th
KENMAR GLOBAL TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ---------------------- Note 3. COMMODITY TRADING ADVISORS The Fund has advisory agreements with various commodity trading advisors pursuant to which the Fund pays quarterly profit shares of 20% of Trading Profit (as defined in each respective advisory agreement). Note 4. DEPOSITS WITH BROKERS The Fund deposits cash with brokers subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such brokers. The Fund earns interest income on its cash deposited with the brokers. Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS Investments in Units of Beneficial Interest are made by subscription agreement, subject to acceptance by the Managing Owner. The Fund is not required to make distributions, but may do so at the sole discretion of the Managing Owner. A Unitholder may request and receive redemption of Units owned, beginning with the end of the sixth month after such Units are sold, subject to restrictions in the Declaration of Trust and Trust Agreement. Units redeemed on or before the end of the twelfth full calendar month and after the end of the twelfth full month but on or before the end of the eighteenth full calendar month after the date such Units begin to participate in the profits and losses of the Fund are subject to early redemption charges of 3% and 2%, respectively, of the Net Asset Value redeemed. All redemption charges are paid to the Managing Owner. Such redemption charges are included in redemptions in the statement of changes in unitholders' capital and amounted to $1,845, $4,872 and $9,407 during 2003, 2002 and 2001, respectively. Note 6. TRADING ACTIVITIES AND RELATED RISKS The Fund engages in the speculative trading of U.S. and foreign futures contracts, options on U.S. and foreign futures contracts and forward contracts (collectively, "derivatives"). The Fund is exposed to both market risk, the risk arising from changes in the market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract. -70-
POS AM77th Page of 191TOC1stPreviousNextBottomJust 77th
KENMAR GLOBAL TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ---------------------- Note 6. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED) Purchases and sales of futures and options on futures contracts require margin deposits with the brokers. Additional deposits may be necessary for any loss of contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker's proprietary activities. A customer's cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker's segregation requirements. In the event of a broker's insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited. The Fund has cash and cash equivalents on deposit with interbank market makers and other financial institutions in connection with its trading of forward contracts and its cash management activities. In the event of a financial institution's insolvency, recovery of Fund assets on deposit may be limited to account insurance or other protection afforded such deposits. Since forward contracts are traded in unregulated markets between principals, the Fund also assumes the risk of loss from counterparty nonperformance. For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Fund is exposed to a market risk equal to the notional contract value of futures and forward contracts purchased and unlimited liability on such contracts sold short. As both a buyer and seller of options, the Fund pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Fund to potentially unlimited liability, and purchased options expose the Fund to a risk of loss limited to the premiums paid. The Managing Owner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Unitholders bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received. -71-
POS AM78th Page of 191TOC1stPreviousNextBottomJust 78th
KENMAR GLOBAL TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ---------------------- Note 7. SUBSEQUENT EVENTS Effective March 1, 2004, the monthly Managing Owner brokerage commissions are equal to 1/12 of 10% (10% annually) of the Fund's beginning of month Net Asset Value on the first $25 million of Net Asset Value and 1/12 of 9% (9% annually) of the Fund's beginning of month Net Asset Value in excess of $25 million. Units purchased after March 1, 2004 and redeemed prior to the end of the twelfth month after such Units are sold are subject to the following redemption charges paid to the Managing Owner: 3% of Net Asset Value redeemed on or after the end of the first and on or before the end of the third month after purchase; 2.625% of Net Asset Value redeemed from the beginning of the fourth and on or before the end of the sixth month after purchase; 1.75% of Net Asset Value redeemed from the beginning of the seventh and on or before the end of the ninth month after purchase; and 0.875% of Net Asset Value redeemed from the beginning of the tenth and on or before the end of the twelfth month after purchase. Units purchased prior to March 1, 2004 remain subject to the previous schedule of redemption charges as described in Note 5. -72-
POS AM79th Page of 191TOC1stPreviousNextBottomJust 79th
KENMAR GLOBAL TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) ---------------------- Note 8. FINANCIAL HIGHLIGHTS The following information presents per unit operating performance data and other supplemental financial data for the years ended December 31, 2003, 2002 and 2001. This information has been derived from information presented in the financial statements. · Enlarge/Download Table 2003 2002 2001 ---- ---- ---- PER UNIT PERFORMANCE (FOR A UNIT OUTSTANDING THROUGHOUT THE ENTIRE YEAR) Net asset value per unit at beginning of year $110.77 $ 96.48 $ 97.01 -------- -------- -------- INCOME FROM OPERATIONS: Gain from trading (1) 14.61 30.03 9.75 Net investment (loss) (1) (13.13) (15.09) (9.54) -------- -------- -------- Total income from operations 1.48 14.94 0.21 -------- -------- -------- Offering costs (1) (1.23) (0.65) (0.74) -------- -------- -------- Net asset value per unit at end of year $111.02 $110.77 $ 96.48 ======= ======= ======== TOTAL RETURN 0.23% 14.81% (0.55)% ======= ======= ======== SUPPLEMENTAL DATA RATIOS TO AVERAGE NET ASSET VALUE: Expenses prior to advisor profit shares (9.97)% (10.73)% (10.16)% Advisor profit shares (2.34)% (5.61)% (2.84)% -------- -------- -------- Total expenses (12.31)% (16.34)% (13.00)% ======= ======= ======== Net investment (loss) (2) (9.38)% (9.71)% (7.00)% ======= ======= ======== TOTAL RETURNS ARE CALCULATED BASED ON THE CHANGE IN VALUE OF A UNIT DURING THE YEAR. AN INDIVIDUAL UNITHOLDER'S TOTAL RETURNS AND RATIOS MAY VARY FROM THE ABOVE TOTAL RETURNS AND RATIOS BASED ON THE TIMING OF ADDITIONS AND REDEMPTIONS. (1) The net investment (loss) per unit and offering costs per unit are calculated by dividing the net investment (loss) and offering costs by the average number of units outstanding during the year. The gain from trading is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. (2) Excludes advisor profit shares. -73-
POS AM80th Page of 191TOC1stPreviousNextBottomJust 80th
INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholder Kenmar Advisory Corp. We have audited the accompanying statement of financial condition of Kenmar Advisory Corp. as of September 30, 2003. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement of financial condition presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion. In our opinion, the statement of financial condition referred to above presents fairly, in all material respects, the financial position of Kenmar Advisory Corp. as of September 30, 2003, in conformity with accounting principles generally accepted in the United States of America. As discussed in the notes to the statement of financial condition, Kenmar Advisory Corp. is a wholly-owned subsidiary and a member of a group of affiliated companies and, as described in the statement of financial condition and notes thereto, has extensive transactions and relationships with members of the group. /s/ ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C. Hunt Valley, Maryland January 14, 2004 -74-
POS AM81st Page of 191TOC1stPreviousNextBottomJust 81st
KENMAR ADVISORY CORP. STATEMENT OF FINANCIAL CONDITION September 30, 2003 ---------------------- ASSETS Cash and cash equivalents $ 70,748 Fees and other receivables 254,694 Due from affiliates, net 3,333,835 Investments in affiliated commodity pools 351,175 Property and equipment, net 185,069 Other assets 5,851 ---------- Total assets $4,201,372 ========== LIABILITIES Commissions and fees payable $ 304,379 Accrued expenses 376,349 Notes payable 195,240 Obligations under capital leases 120,635 ---------- Total liabilities 996,603 ---------- STOCKHOLDER'S EQUITY Common stock, $1 par value: Authorized - 1,000 shares; issued and outstanding - 218 shares 218 Additional paid-in capital 3,363,976 Retained earnings (deficit) (159,425) ----------- Total stockholder's equity 3,204,769 ---------- Total liabilities and stockholder's equity $4,201,372 ========== THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THE COMPANY See accompanying notes. -75-
POS AM82nd Page of 191TOC1stPreviousNextBottomJust 82nd
KENMAR ADVISORY CORP. NOTES TO STATEMENT OF FINANCIAL CONDITION September 30, 2003 ---------------------- Note 1. GENERAL DESCRIPTION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES A. General Kenmar Advisory Corp. (the Company), a commodity pool operator registered with the Commodity Futures Trading Commission, organizes and operates commodity pools that engage primarily in the speculative trading of futures, forwards and option contracts and receives substantially all of its revenue from the management thereof. The Company is a wholly-owned subsidiary of Kenmar Holdings Inc. (the Parent), which, in turn, is owned jointly by Kenmar Investment Associates (KIA) and Kenmar Investment Partners (KIP). Two of the Company's officers are each directly and indirectly the sole and equal owners of KIA and KIP