UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: March 31, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-32685

WORLD MONITOR TRUST II – SERIES D

(Exact name of registrant as specified in its charter)


Delaware		13-4058318
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

900 King Street, Suite 100, Rye Brook, New York		10573
(Address of principal executive offices)		(Zip Code)

(914) 307-7000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer ¨ Smaller Reporting Company x

Indicate by check mark whether Registrant is a shell company (ad defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

WORLD MONITOR TRUST II – SERIES D

INDEX TO QUARTERLY REPORT ON FORM 10-Q

MARCH 31, 2009


		Page
PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

	World Monitor Trust II - Series D:

	Condensed Statements of Financial Condition as of March 31, 2009 (Unaudited) and December 31, 2008	5

	Condensed Statements of Operations (Unaudited) for For the Three Months Ended March 31, 2009, and For the Period January 1, 2008 to March 28, 2008	6

	Condensed Statements of Changes in Trust’s Capital (Unaudited) for For the Three Months Ended March 31, 2009, and For the Period January 1, 2008 to March 28, 2008	7

	Notes to Condensed Financial Statements (Unaudited)	8

	WMT Campbell Pool L.L.C.:

	Statements of Financial Condition as of March 31, 2009 (date of termination) and December 31, 2008	21

	Condensed Schedules of Investments as of March 31, 2009 (date of termination) and December 31, 2008	22

	Statements of Operations For the Three Months Ended March 31, 2009 (date of termination) and for the Period January 1, 2008 to March 28, 2008 (Unaudited)	23

	Statements of Changes in Members’ Capital For the Three Months Ended March 31, 2009 (date of termination) and for the Period January 1, 2008 to March 28, 2008 (Unaudited)	24

	Notes to Financial Statements	25

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	45

PART II – OTHER INFORMATION		46

Item 1.	Legal Proceedings	46

Item 1.A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Submission of Matters to a Vote of Security Holders	46

Item 5.	Other Information	46

Item 6.	Exhibits:	46

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

FINANCIAL STATEMENTS TO FOLLOW]

WORLD MONITOR TRUST II – SERIES D

FINANCIAL STATEMENTS

March 31, 2009

WORLD MONITOR TRUST II – SERIES D

CONDENSED STATEMENTS OF FINANCIAL CONDITION

March 31, 2009 (Unaudited) and December 31, 2008


	March 31, 2009		December 31, 2008

ASSETS
Cash	$	95,567	$	96,049
Investment in WMT Campbell Pool L.L.C., at fair value (0.00% and 99.05% of net asset value, respectively)		0		5,445,636
Redemption receivable from WMT Campbell Pool L.L.C.		4,959,809		22,938
Receivable from Managing Owner		8,222		20,218

Total assets	$	5,063,598	$	5,584,841

LIABILITIES
Accrued expenses payable	$	50,228	$	40,098
Administrative services and other transaction fees payable		26,590		30,123
Redemptions payable		94,862		16,583

Total liabilities		171,680		86,804

TRUST CAPITAL (Net Asset Value)
Limited Interests (54,148.082 and 56,630.348 interests outstanding) at March 31, 2009 and December 31, 2008, respectively		4,891,918		5,441,727
Managing Owner Interests (0 and 586 interests outstanding) at March 31, 2009 and December 31, 2008, respectively		0		56,310

Total trust capital (Net Asset Value)		4,891,918		5,498,037

Total liabilities and trust capital	$	5,063,598	$	5,584,841


Net Asset Value per Limited and Managing Owner Interest


March 31, 2009		December 31, 2008
$	90.34	$	96.09

See accompanying notes.

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WORLD MONITOR TRUST II – SERIES D

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009 and

For the Period January 1, 2008 to March 28, 2008

(Unaudited)


	For the Three Months Ended March 31, 2009			For the Period January 1, 2008 to March 28, 2008
NET LOSS FROM TRUST OPERATIONS:
REVENUES
Interest income	$	4		$	63

Total revenues		4			63

EXPENSES
Administrative services and other transaction fees		77,463			100,409
General and administrative		53,610			40,265

Total expenses		131,073			140,674

General and administrative expenses borne by the Managing Owner and its affiliates		(8,222	)		0

Net expenses		122,851			140,674

NET LOSS FROM TRUST OPERATIONS		(122,847	)		(140,611	)

NET INCOME (LOSS) ALLOCATED FROM WMT CAMPBELL POOL L.L.C.:
REVENUES
Realized		(72,665	)		66,380
Change in unrealized		(78,703	)		33,165
Interest income		0			38,199

Total revenues (losses)		(151,368	)		137,744

EXPENSES
Brokerage commissions and other transaction fees		2,381			3,049
Interest expense		27			0
Management fees		25,524			33,253
General and administrative		17,085			13,155

Total expenses		45,017			49,457

NET INCOME (LOSS) ALLOCATED FROM WMT CAMPBELL POOL L.L.C.		(196,385	)		88,287

NET LOSS	$	(319,232	)	$	(52,324	)

NET LOSS PER WEIGHTED AVERAGE LIMITED AND MANAGING OWNER INTEREST
Net loss per weighted average Limited and Managing Owner interest	$	(5.73	)	$	(0.76	)

Weighted average number of Limited and Managing Owner interests outstanding		55,741			68,968

See accompanying notes.

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WORLD MONITOR TRUST II – SERIES D

CONDENSED STATEMENTS OF CHANGES IN TRUST CAPITAL

For the Three Months Ended March 31, 2009 and

For the Period January 1, 2008 to March 28, 2008

(Unaudited)


	Interests		Limited Interests			Managing Owner Interests			Total
For the three months ended March 31, 2009
Trust capital at December 31, 2008	57,216.348		$	5,441,727		$	56,310		$	5,498,037
Redemptions	(3,068.266	)		(233,946	)		(52,941	)		(286,887	)
Net loss for the three months ended March 31, 2009				(315,863	)		(3,369	)		(319,232	)

Trust capital at March 31, 2009	54,148.082		$	4,891,918		$	0		$	4,891,918

For the period January 1, 2008 to March 28, 2008
Trust capital at December 31, 2007	71,948.556		$	7,209,262		$	73,896		$	7,283,158
Redemptions	(5,917.739	)		(588,614	)		(6,456	)		(595,070	)
Net loss for the period January 1, 2008 to March 28, 2008				(51,814	)		(510	)		(52,324	)

Trust capital at March 28, 2008	66,030.817		$	6,568,834		$	66,930		$	6,635,764

See accompanying notes.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1. ORGANIZATION

World Monitor Trust II (the “Trust”) is a business trust organized under the laws of Delaware on April 22, 1999. The Trust consists of three separate and distinct series (“Series”): Series D, E and F. Series D, E and F commenced trading operations on March 13, 2000, April 6, 2000 and March 1, 2000, respectively, and each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Sixth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The assets of each Series are segregated from those of the other Series, separately valued and independently managed and separate financial statements are prepared for each Series. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts, and may, from time to time, engage in cash and spot transactions. The trustee of the Trust is Wilmington Trust Company.

Interests owned in one series of the Trust (Series D, E or F) were exchangeable, without any charge, for Interests of one or more other Series on a weekly basis as long as Limited Interests in those Series were being offered to the public. Series E and Series F are no longer offered to the public as those series substantially achieved their subscription maximums during June 2003 and July 2003, respectively. In addition, since July 2003, the offering of interests in Series D has been suspended. Accordingly, at this time, Interests may not be exchanged.

In 2009, Preferred Investment Solutions Corp., the managing owner of Series D, E and F (“Preferred” or the “Managing Owner”), determined that, effective March 1, 2009, Interests in Series D, E and F can only be redeemed as of the last business day of each month. Through February 27, 2009, redemptions were permitted on a weekly basis. As a result, through 2008 interim period condensed financial statements of Series D, E and F were as of the last valuation day in the last week of the period. Beginning in 2009, interim period condensed financial statements of Series D, E and F are as of the last day of a calendar quarter.

Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods.

Effective December 1, 2008, in accordance with the Fourth Amended and Restated Declaration of Trust and Trust Agreement, the Managing Owner is no longer required to maintain at least a 1% interest in the capital, profits and losses of each Series. As such, the Managing Owner redeemed its entire Interest in each Series in 2009.

In the event that the estimated net asset value per Interest of a Series at the end of any business day, after adjustments for distributions and redemptions, declines by 50% or more since the commencement of trading activities or the first day of a fiscal year, the Series will automatically terminate.

Effective October 13, 2006, World Monitor Trust II – Series D (“Series D”) contributed its net assets to WMT Campbell Pool L.L.C. (the “Company”) and received a voting membership interest in the Company. The Company was formed to function as an aggregate trading vehicle. The investment in the Company is represented on Series D’s condensed statements of financial condition at the net asset value as reported by the Company. The sole members of the Company were Series D and World Monitor Trust II – Series F (“Series F”). Effective March 31, 2009, Preferred decided to terminate Campbell & Company, Inc. (“Campbell”) as Series D’s Trading Advisor, withdraw Series D as a member of the Company and liquidate the Company (See Note 8). Preferred had been delegated administrative authority over the operations of the Company.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 1. ORGANIZATION (CONTINUED)

The Company engaged in the speculative trading of futures, forwards and option contracts. The financial statements of the Company, including the condensed schedules of investments, are included in Section II of these financial statements and should be read in conjunction with Series D’s financial statements.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The statement of financial condition as of March 31, 2009, the statements of operations for the three months ended March 31, 2009 (“First Quarter 2009”) and the period January 1, 2008 to March 28, 2008 (“First Quarter 2008”) and the statements of changes in trust capital for the First Quarter 2009 and First Quarter 2008, are unaudited. In the opinion of Preferred, the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial position of Series D as of March 31, 2009 and the results of its operations for the First Quarter 2009 and First Quarter 2008. The operating results for these interim periods may not be indicative of the results expected for a full year.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in Series D’s annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008.

The financial statements of Series D are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Managing Owner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Series D has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 102, “Statement of Cash Flows – Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that Series D recognize in its financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. In connection with the adoption of FIN 48, Series D has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest or other expense. All tax years which are statutorily open are subject to examination by the appropriate taxing authorities. Preferred, as Managing Owner of Series D, evaluated the impact of adopting FIN 48 on Series D’s financial statements. The adoption of FIN 48 had no material impact on Series D, as Series D’s tax positions are based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting (Continued)

In September 2006, the FASB issued SFAS No. 157 (“SFAS 157”), “Fair Value Measurements”. SFAS 157 requires use of a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels: quoted market prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2), and unobservable inputs for the asset or liability (Level 3). SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

The Trust adopted SFAS 157 in the first quarter of 2008. The adoption of SFAS 157 had no impact to the items required to be carried at fair value (investments) in these financial statements.

The following table summarizes the assets and liabilities measured at fair value using the fair value hierarchy of SFAS 157:


March 31, 2009	Level 1		Level 2		Level 3			Total
Assets:
Investment in WMT Campbell Pool L.L.C., at fair value	$	0	$	0	$	0		$	0

December 31, 2008	Level 1		Level 2		Level 3			Total
Assets:
Investment in WMT Campbell Pool L.L.C., at fair value	$	0	$	5,445,636	$	0		$	5,445,636
Transfers in (out)	$	0	$	5,445,636	$	(5,445,636	)	$	0

Investments classified as Level 2 and Level 3 under SFAS 157 represent Series D’s investment in the Company. Through February 27, 2009, investment in the Company was valued weekly at the net asset value as reported by the Company. Subsequent to February 27, 2009, investment in the Company is valued monthly at the net asset value as reported by the Company. The Company’s net asset value is determined based upon its management’s best estimate of the fair value of its underlying net assets, substantially all of which are investments valued using Level 1 and 2 inputs but include certain assets and liabilities where the inputs into the determination of fair value require management judgment or estimation. The Managing Owner determined that certain of the Company’s assets and liabilities which require management judgment or estimation were not material to Series D’s financial statements and therefore, Series D’s investment in the Company should be classified as Level 2 at December 31, 2008.

A table presenting the changes in the Level 3 fair value category for the First Quarter 2008 is provided in Note 5 of these financial statements. Of the $88,287 gain for First Quarter 2008 reported on Level 3 investments in Note 5, $33,165 represents a change in unrealized allocated from the Company on Series D’s condensed statements of operations.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting (Continued)

In October 2008, the FASB issued FASB Staff Position FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”). FSP FAS 157-3 clarified the application of SFAS 157. FSP FAS 157-3 demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. Preferred, as Managing Owner of Series D, evaluated the impact of adopting FSP FAS 157-3 and its impact on Series D’s financial statements. The adoption of this standard did not have an impact on Series D’s financial statements.

In April 2009, the FASB issued FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 clarified the application of SFAS 157. FSP FAS 157-4 provides additional guidance for how the fair value of a financial asset or liability is determined when the volume and level of activity for the asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is to be applied prospectively. The Trust adopted FSP FAS 157-4 effective January 1, 2009. As required, the Trust also adopted FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” effective January 1, 2009. Preferred, as Managing Owner of Series D, evaluated the impact of adopting FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2 and its impact on Series D’s financial statements. The adoption of these standards did not have an impact on Series D’s financial statements.

The Trust adopted SFAS 159 during the first quarter of 2008, and it did not have a material effect on Series D’s financial statements, as Series D did not elect the fair value option for any eligible financial assets or liabilities.

In April 2007, the FASB released FASB Staff Position FIN No. 39-1 “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN 39-1”). FSP FIN 39-1 requires that offsetting of assets and liabilities in the balance sheet is improper except where a right of setoff exists. The application of FSP FIN 39-1 is required for fiscal years beginning after November 15, 2007 and interim period within those fiscal years. Preferred, as Managing Owner of Series D, evaluated the impact of adopting FSP FIN 39-1 and its impact on Series D’s financial statements. The adoption of this standard did not have an impact on Series D’s financial statements.

-8-

WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting (Continued)

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 establishes, among other things, the disclosure requirements for derivative instruments and for hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Preferred, as Managing Owner of Series D, evaluated the impact of adopting SFAS 161 and its impact on Series D’s financial statements. The adoption of this standard did not have an impact on Series D’s financial statements.

Cash

Cash represents amounts deposited with a bank and clearing brokers, a portion of which is restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. Series D receives interest on all cash balances held by the bank and clearing brokers at prevailing rates.

Income Taxes

Series D is treated as a partnership for Federal income tax purposes. As such, Series D is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations are passed directly to the individual interest holders including the Managing Owner. Series D may be subject to other state and local taxes in jurisdictions in which it operates.

Profit and Loss Allocations and Distributions

Through February 27, 2009, Series D allocated profits and losses for both financial and tax reporting purposes to its Interest holders weekly on a pro rata basis based on each owner’s Interests outstanding during the week. Subsequent to February 27, 2009, Series D allocates profits and losses for both financial and tax reporting purposes to its Interest holders monthly on a pro rata basis based on each owner’s Interests outstanding during the month . Distributions (other than redemptions of Interests) may be made at the sole discretion of the Managing Owner on a pro rata basis in accordance with the respective capital balances of the Interest holders. The Managing Owner has not and does not presently intend to make any distributions.

Interest Income

Interest income is recorded on an accrual basis.

Foreign Currency Transactions

Series D’s functional currency is the U.S. dollar; however, it transacted business in currencies other than the U.S. dollar through its investment in the Company. 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 U.S. dollars 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 operations currently under the caption realized on the condensed statements of operations.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 3. FEES

Organizational and General and Administrative Costs

Under the Company Organization Agreement, Preferred may allocate administrative costs of the Company to Series D. Other administrative costs include, but are not limited to, those costs discussed in Note 4 below.

Routine legal, audit, postage, and other routine third party administrative costs are paid directly by Series D. To the extent that general and administrative costs incurred by Series D exceed 1.5% of Series D’s net asset value during the year (with a maximum of 1.25% attributable to other than legal and audit expenses) such amounts will be borne by the Managing Owner and its affiliates.

Management and Incentive Fees

Series D was allocated its proportionate share of the Company’s management fees on a pro rata basis based on Series D’s pro rata capital in the Company (See Note 8). Through February 27, 2009, the management fee was accrued weekly and paid monthly. Subsequent to February 27, 2009, the management fee was accrued and paid monthly. Series D paid the Company’s trading advisor, Campbell & Company, Inc. (the “Company’s Trading Advisor”), a quarterly incentive fee of 22% of “New High Net Trading Profits” (as defined in the Advisory Agreement). Through February 27, 2009, the incentive fee was accrued weekly and paid quarterly. Subsequent to February 27, 2009, the incentive fee was accrued monthly and paid quarterly. No incentive fees were earned by the Company’s Trading Advisor for the First Quarter 2009 and First Quarter 2008.

Administrative Services and Transaction Fees

Series D was allocated its proportionate share of the Company’s transaction based fees on a pro rata basis based on Series D’s pro rata capital in the Company (See Note 8). Series D pays an administrative services fixed fee equal to 6% of its net asset value directly to the Managing Owner. Through February 27, 2009, the fee was determined weekly and the sum of such weekly amounts was paid monthly. Subsequent to February 27, 2009, the fee is determined and paid monthly.

Note 4. RELATED PARTIES

Series D reimburses the Managing Owner or its affiliates for services they perform for Series D, which include, but are not limited to: brokerage services; accounting and financial management; registrar, transfer and assignment functions; investor communications; printing, and other administrative services. However, to the extent that general and administrative expenses exceed 1.5% of Series D’s net asset value during the year (with a maximum of 1.25% attributable to other than legal and audit and legal expenses) such amounts are borne by the Managing Owner and its affiliates. General and administrative expenses of $8,222 exceeded such limitations during the First Quarter 2009 and $0 during the First Quarter 2008. Because general and administrative expenses exceeded such limitations at March 31, 2009, a portion of the expenses related to services provided by the Managing Owner for Series D, during the First Quarter 2009 were borne by the Managing Owner and its affiliates.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 4. RELATED PARTIES (CONTINUED)

The expenses incurred by Series D for services performed by the Managing Owner and its affiliates for Series D were:


	First Quarter 2009			First Quarter 2008
Administrative services	$	77,463		$	100,409
General and administrative		13,998			13,480

		91,461			113,889
General and administrative expenses borne by the Managing Owner and its affiliates		(8,222	)		0

	$	83,239		$	113,889

Expenses payable to the Managing Owner and its affiliates (which are included in accrued expenses payable and administrative services and other transaction fees payable on the condensed statements of financial condition) as of March 31, 2009 and December 31, 2008 were $39,463 and $45,853, respectively.

Note 5. INVESTMENT IN WMT CAMPBELL POOL L.L.C.

Effective March 31, 2009, Series D withdrew as a member of the Company and the Company was liquidated (See Note 8).

Series D’s investment in the Company represents approximately 0.00% and 25.48% of the net asset value of the Company at March 31, 2009 and December 31, 2008, respectively. The investment in the Company was subject to the Organization Agreement of the Company. The Company entered into an advisory agreement with Campbell to make the trading decisions for the Company. Campbell managed approximately 100% of the assets of the Company pursuant to its Financial, Metal & Energy Large Portfolio. Series D recorded its proportionate share of each item of income and expense from the investment in the Company in its condensed statements of operations.

Summarized information for Series D’s investment in the Company is as follows:


	Net Asset Value December 31, 2008		Loss*			Redemptions			Net Asset Value March 31, 2009
WMT Campbell Pool L.L.C.	$	5,445,636	$	(196,385	)	$	(5,249,251	)	$	0


	Net Asset Value December 31, 2007		Gain*			Redemptions			Net Asset Value March 28, 2008
WMT Campbell Pool L.L.C.	$	7,240,815	$	88,287		$	(729,950	)	$	6,599,152

Included in earnings and includes $(78,703) and $33,165 for First Quarter 2009 and First Quarter 2008 respectively, attributable to the change in unrealized gains and losses.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 6. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

Series D’s investment in the Company was subject to the market and credit risks of the futures contracts, options on futures contracts, forward currency contracts and other financial instruments held or sold short by the Company. Series D bears the risk of loss only to the extent of the market value of its investments and, in certain specific circumstances, distributions and redemptions received.

Series D has cash on deposit with financial institutions. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protection afforded such deposits. 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 Interest holders 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.

Series D’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission (“CFTC”) regulations to separately account for and segregate as belonging to Series D all assets of Series D relating to domestic futures trading and is not permitted to commingle such assets with its other assets. At March 31, 2009 and December 31, 2008, such segregated assets totaled $0 and $0, respectively. Part 30.7 of the CFTC regulations also requires Series D’s futures commission merchant to secure assets of Series D related to foreign futures trading which totaled $0 and $0 at March 31, 2009 and December 31, 2008, respectively. There are no segregation requirements for assets related to forward trading.

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WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 7. FINANCIAL HIGHLIGHTS

The following information presents per Interest operating performance data and other supplemental financial data for the First Quarter 2009 and First Quarter 2008. This information has been derived from information presented in the financial statements.


	First Quarter 2009			First Quarter 2008
Per Interest Performance
(for an Interest outstanding throughout the entire period)
Net asset value per Interest at beginning of period	$	96.09		$	101.23
Net realized gain (loss) and change in net unrealized gain (loss) on commodity transactions^{(1), (3)}		(2.74	)		1.47
Interest income^{(1), (3)}		0.00			0.55
Interest expense^{(1), (3)}		0.00			0.00
Other expenses^{(1), (3)}		(3.01	)		(2.76	)

Net decrease for the period		(5.75	)		(0.74	)

Net asset value per Interest at end of period	$	90.34		$	100.49

Total Return⁽⁴⁾
Total return before incentive fees		(5.98	)%		(0.73	)%
Incentive fees		0.00	%		0.00	%

Total return after incentive fees		(5.98	)%		(0.73	)%

Supplemental Data
Ratios to average net asset value:⁽³⁾
Net investment loss before incentive fees^{(2), (5)}		(12.68	)%		(8.77	)%
Incentive fees⁽⁴⁾		0.00	%		0.00	%

Net investment loss after incentive fees		(12.68	)%		(8.77	)%

Interest income⁽⁵⁾		0.00	%		2.21	%

Incentive fees⁽⁴⁾		0.00	%		0.00	%
Interest expense⁽⁵⁾		0.00	%		0.00	%
Other expenses⁽⁵⁾		12.68	%		10.98	%

Total expenses		12.68	%		10.98	%

Total returns are calculated based on the change in value of an Interest during the period. An individual Interest holder’s total returns and ratios may vary from the above total returns and ratios based on the timing of redemptions.

⁽¹⁾

Interest income per Interest, Interest expense per Interest and other expenses per Interest are calculated by dividing interest income, interest expense and other expenses by the weighted average number of Interests outstanding during the period. Net realized gain (loss) and change in net unrealized gain (loss) on commodity transactions is a balancing amount necessary to reconcile the change in net asset value per Interest with the other per Interest information.

⁽²⁾

Represents interest income less total expenses (exclusive of incentive fees).

⁽³⁾

Includes the Trust’s proportionate share of income and expenses of WMT Campbell Pool L.L.C.

⁽⁴⁾

Not annualized.

⁽⁵⁾

Annualized.

-13-

WORLD MONITOR TRUST II – SERIES D

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(Unaudited)

Note 8. SUBSEQUENT EVENTS

Preferred re-allocated the assets of Series D to WCM Pool LLC (the “Trading Vehicle”) effective April 1, 2009. Winton Capital Management Limited (“Winton”) is the trading advisor of the Trading Vehicle. The Trading Vehicle engages in the speculative trading of futures and forward contracts.

Beginning April 1, 2009, Series D is allocated its proportionate share of the Trading Vehicle’s 2.0% monthly management fee and other revenues and expenses on a pro-rata basis based on Series D’s pro-rata capital in the Trading Vehicle. In addition, commencing April 1, 2009, Series D, through its investment in the Trading Vehicle, pays Winton an incentive fee of 20% of “New High Net Trading Profits” (as defined in the Advisory Agreement). The incentive fee is accrued monthly and paid quarterly.

-14-

SECTION II

WMT CAMPBELL POOL L.L.C.

FINANCIAL STATEMENTS

March 31, 2009

(date of termination)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of WMT Campbell Pool L.L.C. (the “Company”) as of March 31, 2009 (date of termination) and December 31, 2008, and the related statements of operations and changes in members’ capital and financial highlights for the three months ended March 31, 2009 (date of termination). These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 and financial highlights referred to above present fairly, in all material respects, the financial position of WMT Campbell Pool L.L.C. as of March 31, 2009 (date of termination) and December 31, 2008, and the results of its operations and changes in its members’ capital for the three months ended March 31, 2009 (date of termination), in conformity with accounting principles generally accepted in the United States of America.

Eisner LLP

New York, New York

May 14, 2009

WMT CAMPBELL POOL L.L.C.

STATEMENTS OF FINANCIAL CONDITION

March 31, 2009 (date of termination) and December 31, 2008


	March 31, 2009		December 31, 2008
ASSETS
Equity in broker trading accounts:
Cash and cash equivalents (See Note 2)	$	19,885,061	$	21,427,989
Interest receivable		0		669
Net unrealized gain on open contracts		0		106,860
Commodity options owned, at fair value (premiums paid $0 and $8,213 at March 31, 2009 and December 31, 2008, respectively)		0		4,691

Total assets	$	19,885,061	$	21,540,209

LIABILITIES
Accrued expenses payable	$	65,512	$	42,575
Commodity options written, at fair value (premiums received $0 and $29,526 at March 31, 2009 and December 31, 2008, respectively)		0		24,902
Commissions and other transaction fees payable		840		0
Net unrealized loss on open contracts		201,122		0
Management fees payable		34,464		39,067
Interest payable		135		0
Redemptions payable		19,582,988		64,976

Total liabilities		19,885,061		171,520

MEMBERS’ CAPITAL (Net Asset Value)
Member D		0		5,445,636
Member F		0		15,923,053

Total members’ capital (Net Asset Value)		0		21,368,689

Total liabilities and members’ capital	$	19,885,061	$	21,540,209

See accompanying notes.

-2-

WMT CAMPBELL POOL L.L.C.

CONDENSED SCHEDULES OF INVESTMENTS

March 31, 2009 (date of termination) and December 31, 2008


	March 31, 2009					December 31, 2008
Futures Contracts	Fair Value as a % of Members’ Capital		Fair Value			Fair Value as a % of Members’ Capital		Fair Value
Futures contracts purchased:
Commodities	(0.01	)%	$	(1,004	)	(0.01	)%	$	(2,304	)
Interest rates	0.00	%		0		0.35	%		75,049
Stock indices	0.00	%		0		0.04	%		8,766

Net unrealized gain (loss) on futures contracts purchased	(0.01	)%		(1,004	)	0.38	%		81,511

Futures contracts sold:
Commodities	(0.20	)%		(39,724	)	(0.10	)%		(20,498	)
Interest rates	0.00	%		0		(0.08	)%		(17,942	)
Stock indices	0.00	%		0		(0.13	)%		(28,194	)

Net unrealized loss on futures contracts sold	(0.20	)%		(39,724	)	(0.31	)%		(66,634	)

Net unrealized gain (loss) on futures contracts	(0.21	)%	$	(40,728	)	0.07	%	$	14,877

Forward Contracts
Forward contracts purchased:
Net unrealized gain (loss) on forward contracts purchased	1.85	%	$	362,751		(0.55	)%	$	(116,795	)

Forward contracts sold:
Net unrealized gain (loss) on forward contracts sold	(2.67	)%		(523,145	)	0.98	%		208,778

Net unrealized gain (loss) on forward contracts	(0.82	)%	$	(160,394	)	0.43	%	$	91,983

Net unrealized gain (loss) on open contracts			$	(201,122	)			$	106,860

Purchased Options on Forward Contracts
Fair value on options purchased	0.00	%	$	0		0.02	%	$	4,691

Commodity options owned, at fair value (premiums paid $0 and $8,213 at March 31, 2009 and December 31, 2008, respectively)	0.00	%	$	0		0.02	%	$	4,691

Written Options on Forward Contracts
Fair value on options written	0.00	%	$	0		(0.11	)%	$	(24,902	)

Commodity options written, at fair value (premiums received $0 and $29,526 at March 31, 2009 and December 31, 2008, respectively)	0.00	%	$	0		(0.11	)%	$	(24,902	)

See accompanying notes.

-3-

WMT CAMPBELL POOL L.L.C.

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2009 (date of termination) and

For the Period January 1, 2008 to March 28, 2008 (Unaudited)


	For the Three Months Ended March 31, 2009			For the Period January 1, 2008 to March 28, 2008 (Unaudited)
REVENUES
Realized	$	(285,785	)	$	244,605
Change in unrealized		(309,084	)		124,677
Interest income		0			143,505

Total revenues		(594,869	)		512,787

EXPENSES
Commissions		9,378			11,519
Interest expense		105			0
Management fees		100,487			125,595
General and administrative		67,412			49,543

Total expenses		177,277			186,657

NET INCOME (LOSS)	$	(772,146	)	$	326,130

See accompanying notes.

-4-

WMT CAMPBELL POOL L.L.C.

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (NET ASSET VALUE)

For the Three Months Ended March 31, 2009 (date of termination) and

For the Period January 1, 2008 to March 28, 2008 (Unaudited)


	Members’ Capital
	Member D			Member F			Total
For the Three Months Ended March 31, 2009 (date of termination)

Members’ capital at December 31, 2008	$	5,445,636		$	15,923,053		$	21,368,689

Redemptions		(289,442	)		(724,113	)		(1,013,555	)

Net loss for the three months ended March 31, 2009 (date of termination)		(196,385	)		(575,761	)		(772,146	)


Members’ capital before liquidating redemptions		4,959,809			14,623,179			19,582,988

Liquidating redemptions at March 31, 2009 (date of termination)		(4,959,809	)		(14,623,179	)		(19,582,988	)

Members’ capital at March 31, 2009 (date of termination)	$	0		$	0		$	0

For the period January 1, 2008 to March 28, 2008 (Unaudited)

Members’ capital at December 31, 2007	$	7,240,815		$	19,846,527		$	27,087,342

Redemptions		(729,950	)		(1,164,990	)		(1,894,940	)

Net income for the period January 1, 2008 to March 28, 2008		88,287			237,843			326,130

Members’ capital at March 28, 2008	$	6,599,152		$	18,919,380		$	25,518,532

See accompanying notes.

-5-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS

Note 1. ORGANIZATION

General Description of the Company

WMT Campbell Pool L.L.C. (the “Company”) was a limited liability company organized under the laws of Delaware on November 3, 2004, which commenced trading operations on December 6, 2004. Preferred Investment Solutions Corp. (“Preferred”) had been delegated administrative authority over the operations of the Company. On March 2, 2009, Preferred decided to terminate the Company as of March 31, 2009. The Company was formed to engage in the speculative trading of a diversified portfolio of futures contracts, options on futures contracts and forward currency contracts and may, from time to time, engage in cash and spot transactions. The members of the Company at the time of its termination were: World Monitor Trust II – Series D (“Member D”) and World Monitor Trust II – Series F (“Member F”) (collectively, the “Members”). The Members Capital was distributed in April 2009. Preferred is also the “Managing Owner” of each of the Members. Upon making the initial capital contribution, each Member received Voting Membership Interests.

In 2009, the Managing Owner of the Members, determined that, effective March 1, 2009, investors’ interests in the Members can only be redeemed as of the last business day of each month. Through February 27, 2009, investors were able to redeem their interests on a weekly basis. As a result, through 2008, interim period financial statements of the Company and its Members were as of the last valuation day in the last week of the period. Beginning in 2009, interim period financial statements of the Company and its Members are as of the last day of a calendar quarter.

The Company was a member-managed limited liability company that was not registered in any capacity with, or subject directly to regulation by the Commodity Futures Trading Commission (“CFTC”) or the United States Securities and Exchange Commission.

The Trading Advisor

The Company entered into an advisory agreement with Campbell & Company, Inc. (the “Trading Advisor”) to make the trading decisions for the Company. The Trading Advisor managed approximately 100% of the assets of the Company pursuant to its Financial, Metal & Energy Large Portfolio.

Effective March 31, 2009, Preferred terminated the Agreement with the Trading Advisor and liquidated the Company. As a result, the Members redeemed their capital in the Company as of March 31, 2009 (See Note 10).

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America, which requires of the Managing Owner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

-6-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting (Continued)

Commodity futures and foreign exchange transactions are reflected in the accompanying statement of financial condition on the trade date. Net unrealized gain or loss on open contracts (the difference between contract trade price and market price) is reflected in the financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is based upon the closing quotation on the various futures exchanges on which the contract is traded. The values which will be used by the Company for open forward and option positions will be provided by its administrator, who obtains market quotes from data vendors and third parties. Any change in net unrealized gain or loss during the current period is reported in the statement of operations. Realized gains and losses on transactions are recognized in the period in which the contracts are closed. Brokerage commissions include other trading fees and are charged to expense when incurred.

The Company has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards (“SFAS No”). 102, “Statement of Cash Flows – Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.”

Consistent with standard business practices in the normal course of business, the Company had provided general indemnifications to its Trading Advisor and others when they act, in good faith, in the best interests of the Company. The Company was unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim, but expected the risk of having to make any payments under these general business indemnifications to be remote.

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Company recognize in its financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. In connection with the adoption of FIN 48, the Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest or other expense. All tax years which are statutorily open are subject to examination by the appropriate taxing authorities. Preferred evaluated the impact of adopting FIN 48 on the Company’s financial statements. The adoption of FIN 48 had no material impact on the Company, as the Company’s tax position is based on established tax precedence for the tax treatment of investment partnerships as flow-through tax entities.

-7-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting (Continued)

The Company adopted SFAS 157 in the first quarter of 2008. The adoption of SFAS 157 had no impact to investments required to be carried at fair value in these financial statements. The Company considered prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps, and certain option contracts for which market quotations are not readily available are priced by third party data providers such as Bloomberg, Reuters, and or Super Derivatives who derive fair values for those assets from observable inputs (Level 2). Level 3 inputs reflected the Company’s assumptions that it believed market participants would use in pricing the asset or liability. The Company developed Level 3 inputs based on the best information available in the circumstances, which may include indirect correlation to a market value, combinations of market values or the Company’s proprietary data. Level 3 inputs generally included information derived through extrapolation or interpolation of observable market data.

The following table summarizes the assets and liabilities measured at fair value using the fair value hierarchy of SFAS 157:


March 31, 2009 (date of termination)	Level 1			Level 2			Level 3			Total
Liabilities:
Net unrealized loss on futures contracts	$	(40,728	)	$	0		$	0		$	(40,728	)
Net unrealized loss on forward contracts	$	0		$	(160,394	)	$	0		$	(160,394	)

December 31, 2008	Level 1			Level 2			Level 3			Total
Assets:
Commodity options owned, at fair value	$	0		$	4,691		$	0		$	4,691
Transfers in (out)	$	0		$	4,691		$	(4,691	)	$	0
Net unrealized gain on futures contracts	$	14,877		$	0		$	0		$	14,877
Net unrealized gain on forward contracts	$	0		$	91,983		$	0		$	91,983
Liabilities:
Commodity options written, at fair value	$	0		$	(24,902	)	$	0		$	(24,902	)
Transfers (in) out	$	0		$	(24,902	)	$	24,902		$	0

Preferred determined that option valuation inputs which require judgment or estimation were not material to the Company’s financial statements and therefore, commodity options owned and written, at fair value should be classified as Level 2 at December 31, 2008.

-8-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting (Continued)

In October 2008, the FASB issued FASB Staff Position FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”). FSP FAS 157-3 clarified the application of SFAS 157. FSP FAS 157-3 demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. Preferred evaluated the impact of adopting FSP FAS 157-3 on the Company’s financial statements. The adoption of this standard did not have an impact on the Company’s financial statements.

In April 2009, the FASB issued FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 clarified the application of SFAS 157. FSP FAS 157-4 provides additional guidance for how the fair value of a financial asset or liability is determined when the volume and level of activity for the asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is to be applied prospectively. The Company adopted FSP FAS 157-4 effective January 1, 2009. As required, the Company also adopted FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” effective January 1, 2009. Preferred evaluated the impact of adopting FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2 and its impact on the Company’s financial statements. The adoption of these standards did not have an impact on the Company’s financial statements.

The Company adopted SFAS 159 during the first quarter of 2008, and it did not have a material effect on the Company’s financial statements, as the Company did not elect the fair value option for any eligible financial assets or liabilities.

In April 2007, the FASB released FASB Staff Position FIN No. 39-1 “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN 39-1”). FSP FIN 39-1 requires that offsetting of assets and liabilities in the balance sheet is improper except where a right of setoff exists. The application of FSP FIN 39-1 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Preferred evaluated the impact of adopting FSP FIN 39-1 and its impact on the Company’s financial statements. The adoption of this standard did not have an impact on the Company’s financial statements.

-9-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Accounting (Continued)

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 establishes, among other things, the disclosure requirements for derivative instruments and for hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Preferred evaluated the impact of adopting SFAS 161 on the Company’s financial statements. The adoption of this standard did not have an impact on the Company’s financial statements.

Cash and Cash Equivalents

Cash includes amounts deposited with a bank and clearing brokers, a portion of which is restricted for purposes of meeting margin requirements, which typically range from 0% to 35% of the notional amounts of the derivatives traded. As of March 31, 2009 (date of termination) and December 31, 2008, restricted cash totaled $2,040,623 and $2,745,238 respectively. The Company received interest on all cash balances held by the bank and clearing brokers at prevailing interest rates.

Income Taxes

The Company was treated as a partnership for Federal income tax purposes. As such, the Company was not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from its operations were passed directly to the Members. The Company may be subject to other state and local taxes in jurisdictions in which it operated.

Capital Accounts

The Company accounted for subscriptions, allocations and redemptions on a per member capital account basis. Through February 27, 2009, the Company allocated profits and losses, prior to calculation of the incentive fee, for both financial and tax reporting purposes to its Members weekly on a pro-rata basis based on each Members’ pro-rata capital in the Company during the week.

Subsequent to February 27, 2009, the Company allocated profits and losses for both financial and tax reporting purposes to its Members monthly on a pro-rata basis based on each Members’ capital outstanding during the month. Each Member was then charged with the applicable incentive fee. Distributions (other than redemptions of capital) were made at the sole discretion of the Members on a pro-rata basis in accordance with the Members’ respective capital balances. No distributions were made since inception through the termination of the Company.

In April 2009, redemptions of $19,582,988 were paid to the Members.

-10-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Transactions

The Company’s functional currency is the U.S. dollar; however, it transacted business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar were translated into U.S. dollars at the rates in effect at the date of the statements of financial condition. Income and expense items denominated in currencies other than U.S. dollars were 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 operations currently under the caption realized in the statements of operations.

Interest Income

Interest income is recorded on an accrual basis.

Note 3. FEES

Organizational, General and Administrative Costs

Under the Company’s Organization Agreement, Preferred allocated administrative costs of the Company to the Members. Administrative costs included legal, audit, postage and other routine third party administrative costs.

Management and Incentive Fees

Through February 27, 2009, the Company paid the Trading Advisor a management fee at an annual rate of 2% of the Company’s Net Assets determined as of the close of business each Friday. The sum of the amounts determined each Friday were paid monthly. For purposes of determining the management fee, any distributions, redemptions or reallocation of assets made as of the last Friday of each week were added back to the assets and there were no reductions for the weekly management fees calculated. Subsequent to February 27, 2009, the management fees was accrued and paid monthly. Additionally, the Members of the Company accrued weekly through February 27, 2009 and monthly subsequent to February 27, 2009 a quarterly incentive fee to the Trading Advisor of 22% (the “Incentive Fee”) of “New High Net Trading Profits” (as defined in the Advisory Agreement).

Commissions

The Company was obligated to pay all floor brokerage expenses, give-up charges and National Futures Association clearing and exchange fees incurred in connection with the Company’s commodity trading activities.

-11-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 4. RELATED PARTIES

The Company reimbursed Preferred for services it performs for the Company, which included, but were not limited to: management, accounting, printing, and other administrative services.

The expenses incurred by the Company for services performed by Preferred for the Company were:

Expenses payable to Preferred and its affiliates as of March 31, 2009 (date of termination) and December 31, 2008 were $9,250, and $10,080, respectively which are included in accrued expenses payable on the statements of financial condition.

Note 5. INCOME TAX REPORTING

There have been no differences between the tax basis and book basis of assets, liabilities or members’ capital since inception of the Company.

Note 6. EQUITY IN BROKER TRADING ACCOUNTS

The Company deposited funds with a commodity broker subject to CFTC regulations and various exchange and commodity broker requirements. Margin requirements were satisfied by the deposit of cash with such commodity broker. The Company earned interest income on assets deposited with the commodity broker. The Company deposits funds with a prime broker. Margin requirements were satisfied by the deposit of cash with such prime broker. The Company earned interest income on assets deposited with its prime broker.

Note 7. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

Investments in the Company were made subject to the terms of the Organization Agreement.

The Company was not required to make distributions, but could do so at the discretion of the Members. A Member can request and receive redemption of capital, subject to the terms in the Organization Agreement.

Note 8. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS

The Company was exposed to various types of risks associated with the derivative instruments and related markets in which it invested. These risks included, but were not limited to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of the Company’s investment activities (credit risk).

Market Risk

Trading in futures and forward contracts (including foreign exchange) involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price.

-12-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

Market Risk (Continued)

The gross or face amount of the contracts, which was typically many times that of the Company’s net assets being traded, significantly exceeded the Company’s future cash requirements since the Company intended to close out its open positions prior to settlement. As a result, the Company was generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Company considered the “fair value” of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with the Company’s commitments to purchase commodities was limited to the gross or face amount of the contract held. However, when the Company entered into a contractual commitment to sell commodities, it had to make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposed the Company to unlimited risk.

Market risk is influenced by a wide variety of factors, including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effect among the derivative instruments the Company held and the liquidity and inherent volatility of the markets in which the Company traded.

Credit Risk

When entering into futures or forward contracts, the Company was exposed to credit risk that the counterparty to the contract would not meet its obligations. The counterparty for futures contracts traded on United States and most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, a clearinghouse are backed by its corporate members who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, there was concentration risk on forward transactions entered into by the Company, as the Company’s forward broker was the sole counterparty.

The Company entered into a master netting agreement with its forward broker and, as a result, when applicable, presents unrealized gains and losses on open forward positions as a net amount in the statements of financial condition. The amount at risk associated with counterparty non-performance of all of the Company’s contracts is the net unrealized gain (loss) included in the statements of financial condition; however, counterparty non-performance on only certain of the Company’s contracts may result in greater loss than non-performance on all of the Company’s contracts. There could be no assurance that any counterparty, clearing member or clearinghouse would meet its obligations to the Company.

Preferred attempted to minimize both credit and market risks by requiring the Company and its Trading Advisor to abide by various trading limitations and policies. Preferred monitored compliance with these trading limitations and policies, which included, but were not limited to, executing and clearing all trades with creditworthy counterparties; limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which were traded in sufficient volume to permit the taking and liquidating of positions.

-13-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 8. DERIVATIVE INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)

Credit Risk (Continued)

Additionally, pursuant to the Advisory Agreement among the Company, Preferred and the Trading Advisor, the Company shall automatically terminate the Trading Agreement, if the net asset value allocated to the Trading Advisor declines by 40% from the value at the beginning of any year or since the effective date of the Advisory Agreement. The decline in net asset value is after giving effect for distributions, subscriptions and redemptions.

The Company’s futures commission merchant, in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Company all assets of the Company relating to domestic futures trading and is not allowed to commingle such assets with its other assets. At March 31, 2009 (date of termination) and December 31, 2008, such segregated assets totaled $(3,883,434) and $14,109,597 respectively. Part 30.7 of the CFTC regulations also requires the Company’s futures commission merchant to secure assets of the Company related to foreign futures trading which totaled $(40,730) and $(10,876) at March 31, 2009 (date of termination) and December 31, 2008, respectively. There are no segregation requirements for assets related to forward trading.

As of March 31, 2009 (date of termination), all open futures contracts mature within three months.

-14-

WMT CAMPBELL POOL L.L.C.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 9. FINANCIAL HIGHLIGHTS

The following information presents the financial highlights of the Company for the three months ended March 31, 2009 (date of termination) and for the period January 1, 2008 to March 28, 2008. This information has been derived from information presented in the financial statements.


	First Quarter 2009		First Quarter 2008 (Unaudited)
	Member D	Member F	Member D	Member F
Total return⁽¹⁾	(3.78)%	(3.78)%	1.31%	1.31%

Total expenses^{(2), (4)}	(3.43)%	(3.43)%	(2.87)%	(2.86)%

Net investment (loss)^{(2), (3), (4)}	(3.43)%	(3.43)%	(0.65)%	(0.67)%

Total returns and ratios to average net asset value are calculated for Members’ capital taken as a whole. An individual Member’s total returns and ratios may vary from the above returns and ratios based on the timing of redemptions.

⁽¹⁾

Not annualized and includes realized and unrealized gains (losses) on securities transactions.

⁽²⁾

Annualized.

⁽³⁾

Net investment (loss) represents interest income less total expenses.

⁽⁴⁾

Average net asset value calculated using net assets prior to liquidating redemptions at March 31, 2009 (date of termination).

Note 10. SUBSEQUENT EVENTS

Preferred re-allocated the assets of the Members to WCM Pool LLC (the “Trading Vehicle”) effective April 1, 2009. Winton Capital Management Limited (“Winton”) is the trading advisor of the Trading Vehicle. The Trading Vehicle engages in the speculative trading of futures and forward contracts.

-15-

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report on Form 10-Q (the “Report”) for the quarter ending March 31, 2009 (“First Quarter 2009”) includes forward-looking statements that reflect the current expectations of Preferred Investment Solutions Corp. (“Managing Owner” or “Preferred”), the managing owner of World Monitor Trust II – Series D (“Registrant”), about the future results, performance, prospects and opportunities of Registrant. The Managing Owner has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “should,” “estimate” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the Managing Owner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in this Report, and unknown, that could cause Registrant’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the Managing Owner undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.

Introduction

General

World Monitor Trust II (the “Trust”) is a business trust organized under the laws of Delaware on April 22, 1999. The Trust consists of three separate and distinct series (“Series”): Series D, Series E and Series F. Series D, E and F commenced trading operations on March 13, 2000, April 6, 2000 and March 1, 2000, respectively, and each Series will continue to exist until terminated pursuant to the provisions of Article XIII of the Sixth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The assets of each Series are segregated from those of the other Series, separately valued and independently managed. Each Series was formed to engage in the speculative trading of a diversified portfolio of futures, forward and options contracts, and may, from time to time, engage in cash and forward transactions. The trustee of the Trust is Wilmington Trust Company. The Managing Owner serves as the managing owner of the Trust and each Series, including Registrant. Registrant was formed to engage in the speculative trading of commodity futures, forwards and option contracts. Registrant’s fiscal year for book and tax purposes ends on December 31.

Registrant is engaged solely in the business of commodity futures, options and forward trading; therefore, presentation of industry segment information is not applicable.

In 2009, the Managing Owner determined that, effective March 1, 2009, Interests in Registrant can only be redeemed as of the last business day of each month. Through February 27, 2009, investors were able to redeem their Interests on a weekly basis on the Friday of each week.

Managing Owner and its Affiliates

Preferred has been the managing owner of Registrant since October 1, 2004.

Effective December 1, 2008, in accordance with the Fourth Amended and Restated Declaration of Trust and Trust Agreement, the Managing Owner is no longer required to maintain at least a 1% interest in Registrant. As such, the Managing Owner redeemed its entire Interest in each Series in 2009.

The Trading Advisor and the Trading Vehicle

Effective October 13, 2006, Registrant contributed substantially all of its net assets to WMT Campbell Pool, L.L.C. (the “Trading Vehicle”), a Delaware limited liability company, and received a voting membership interest in the Trading Vehicle. The Trading Vehicle was formed to function as an aggregate trading vehicle for its members. Registrant and Series F are the sole members of the Trading Vehicle. The Managing Owner is the managing owner of Registrant and Series F and had been delegated administrative authority over the operations of the Trading Vehicle. The Trading Vehicle engaged in the speculative trading of futures, forwards and option contracts. The financial statements of the Trading Vehicle, including the condensed schedules of investments, are included in Section II of Registrant’s financial statements and should be read in conjunction with Registrant’s financial statements.

The Trading Vehicle had its own independent commodity trading advisor that made the Trading Vehicle’s trading decisions. The Trading Vehicle entered into an advisory agreement (the “Advisory Agreement”) with Campbell & Company, Inc. (the “Trading Advisor” or “Campbell”) to make the trading decisions for the Trading Vehicle and, in turn, Registrant. Campbell traded 100% of the assets of the Trading Vehicle pursuant to Campbell’s Financial, Metal & Energy Large Portfolio. The Trading Vehicle had allocated 100% of the proceeds from the initial and continuous offering of Registrant to the Trading Advisor. Through February 27, 2009, Registrant, through its investment in the Trading Vehicle, accrued weekly and paid monthly a management fee equal to a weekly rate of approximately 0.038% (2% annually) of the assets allocated to the Trading Advisor. Subsequent to February 27, 2009, Registrant, through its investment in the Trading Vehicle, accrued and paid monthly a management fee equal to a 1/12^th of 2% (2% annually) of the assets allocated to the Trading Advisor. Registrant also paid the Trading Advisor an incentive fee of 22% of “New High Net Trading Profits” (as defined in the Advisory Agreement) generated by the Trading Vehicle. Through February 27, 2009, incentive fees were accrued weekly and paid quarterly in arrears. Subsequent to February 27, 2009, incentive fees were accrued monthly and paid quarterly in arrears.

Effective March 31, 2009, Preferred terminated Campbell as the Registrant’s Trading Advisor, withdrew the Registrant as a member of the Trading Vehicle and terminated the Trading Vehicle. Effective April 1, 2009, the Registrant’s assets were re-allocated to WCM Pool LLC. Winton Capital Management Limited, a company registered in England and Wales (“Winton”), is the trading advisor of WCM Pool LLC and trades pursuant to Winton’s Diversified Program.

All references herein to Registrant’s relationship with the Trading Advisor and Trading Vehicle shall, unless the context states otherwise, refer to Registrant’s relationship with Campbell and WMT Campbell Pool LLC through March 31, 2009 and to the Registrant’s relationship with Winton and WCM Pool LLC subsequent to March 31, 2009.

Competition

The Managing Owner and its affiliates have formed, and may continue to form, various entities to engage in the speculative trading of futures, forwards and option contracts that have certain of the same investment policies as Registrant.

Registrant does not currently, and does not intend in the future to, solicit the sale of additional Interests. As such, Registrant does not compete with other entities to attract new fund participants. However, to the extent that the Trading Advisor recommends similar or identical trades to Registrant and other accounts that it manages, Registrant may compete with those accounts, as well as with other market participants, for the execution of the same or similar trades.

Employees

Registrant has no employees. Management and administrative services for Registrant are performed by the Managing Owner or third parties pursuant to the Trust Agreement, as further discussed in Notes 3 and 4 to Registrant’s financial statements included in its annual report for the year ended December 31, 2008 (“Registrant’s 2008 Annual Report”), which is filed as an exhibit to Registrant’s Form 10-K for the fiscal year ended December 31, 2008.

Critical Accounting Policies

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance. Applying these policies requires the Managing Owner to make judgments, estimates and assumptions in connection with the preparation of Registrant’s financial statements. Actual results may differ from the estimates used.

The Managing Owner has evaluated Registrant’s financial statements and related disclosures and has determined that the policies discussed below are critical accounting policies because they involve estimates, judgments and assumptions that are particularly complex, subjective or uncertain. For further discussion of Registrant’s significant accounting policies, see Note 2 to Registrant’s financial statements for the year ended December 31, 2008, which is filed as an exhibit to Registrant’s annual report on Form 10K for the fiscal year ended December 31, 2008.

The valuation of Registrant’s investments that are not traded on a United States or internationally recognized futures exchange is a critical accounting policy. The market values of futures (exchange traded) contracts is verified by Registrant’s administrator, which obtains valuation data from third party data providers such as Bloomberg, Reuters and/or Super Derivatives and compares those prices with Registrant’s clearing broker. The market value of currency swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 4 PM on the last business day of the reporting period. All values assigned by the administrator and confirmed by the Managing Owner are final and conclusive as to all of Registrant’s Unitholders.

As such, if actual results vary from estimates used, they are not anticipated to have a material impact on the financial statements and related disclosures.

Registrant records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Statements of Operations. Registrant considers prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps, and certain option contracts for which market quotations are not readily available are priced by Super Derivatives, Bloomberg, Reuters and or other third party data providers who derive fair values for those assets from observable inputs (Level 2). Level 3 inputs reflect Registrant’s assumptions that it believes market participants would use in pricing the asset or liability. Registrant develops Level 3 inputs based on the best information available in the circumstances, which may include indirect correlation to a market value, combinations of market values or Registrant’s proprietary data. Level 3 inputs generally include information derived through extrapolation or interpolation of observable market data.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that Registrant recognize in its financial statements, the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 were effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. In connection with the adoption of FIN 48, Registrant has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as interest or other expense. All tax years which are statutorily open are subject to examination by the appropriate taxing authorities. The Managing Owner evaluated the impact of adopting FIN 48 on Registrant’s financial statements. The adoption of FIN 48 had no material impact on Registrant, as Registrant’s tax positions are based on established tax precedence for the tax treatment of investment partnerships as flow through tax entities.

Registrant adopted SFAS 157 in the first quarter of 2008. The adoption of SFAS 157 had no impact to the items required to be carried at fair value (investments) in Registrant’s financial statements. $0 or 0.00% of Registrant’s investments at March 31, 2009 are classified as Level 1, Level 2 and Level 3 using the fair value hierarchy of SFAS 157. $0 or 0.00% of Registrant’s investments at December 31, 2008 are classified as Level 1 or Level 3 and $5,445,636 or 100.00% are classified as Level 2 using the fair value hierarchy of SFAS 157.

Investments classified as Level 2 and Level 3 under SFAS 157 represents Registrant’s investment in the Trading Vehicle. Through February 27, 2009 investment in the Trading Vehicle was valued weekly at the net asset value as reported by the Trading Vehicle. Subsequent to February 27, 2009, investment in the Trading Vehicle is valued monthly at the net asset value as reported by the Trading Vehicle. The Trading Vehicle’s net asset value is determined based upon its management’s best estimate of the fair value of its underlying net assets, substantially all of which are

investments valued using Level 1 and 2 inputs but include certain assets and liabilities where the inputs into the determination of fair value require management judgment or estimation. The Managing Owner determined that certain assets and liabilities which require management judgment or estimation were not material and therefore, Registrant’s investment in the Trading Vehicle should be classified as Level 2 at December 31, 2008. A table presenting the changes in the Level 3 fair value category for the period January 1, 2008 to March 28, 2008 is provided in Note 5 of the Registrant’s financial statements. Of the $88,287 gain for the period January 1, 2008 to March 28, 2008, reported on Level 3 investments in Note 5, of Registrant’s financial statements, $33,165 represents a change in unrealized allocated from the Trading Vehicle on Registrant’s condensed statements of operations.

In October 2008, the FASB issued FASB Staff Position FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS 157-3”). FSP FAS 157-3 clarified the application of FAS 157. FSP FAS 157-3 demonstrated how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The Managing Owner evaluated the impact of adopting FSP FAS 157-3 and its impact on the Registrant’s financial statements. The adoption of this standard did not have an impact on the Registrant’s financial statements.

In April 2009, the FASB issued FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 clarified the application of SFAS 157. FSP FAS 157-4 provides additional guidance for how the fair value of a financial asset or liability is determined when the volume and level of activity for the asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim and annual periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, and is to be applied prospectively. The Registrant adopted FSP FAS 157-4 effective January 1, 2009. As required, the Registrant also adopted FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” effective January 1, 2009. The Managing Owner evaluated the impact of adopting FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2 and its impact on Registrant’s financial statements. The adoption of these standards did not have an impact on Registrant’s financial statements.

In February 2007, the FASB issued SFAS No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities”, including an amendment of SFAS 115. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Managing Owner evaluated the impact of adopting SFAS 159 and its impact on the Registrant’s financial statements. The Registrant adopted SFAS 159 during the first quarter of 2008, and it did not have a material effect on the Registrant’s financial statements, as the Registrant did not elect the fair value option for any eligible financial assets or liabilities.

In April 2007, the FASB Staff Position released FASB FIN No. 39-1 “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN 39-1”). FSP FIN 39-1 requires that offsetting of assets and liabilities in the balance sheet is improper except where a right of setoff exists. The application of FSP FIN 39-1 is required for fiscal years beginning after November 15, 2007 and interim period within those fiscal years. The Managing Owner evaluated the impact of adopting FSP FIN 39-1 and its impact on the Registrant’s financial statements. The adoption of this standard did not have an impact on the Registrant’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 establishes, among other things, the disclosure requirements for derivative instruments and for hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Managing Owner evaluated the impact of adopting SFAS 161 and its impact on the Registrant’s financial statements. The adoption of this standard did not have an impact on the Registrant’s financial statements

Liquidity and Capital Resources

Registrant commenced operations on March 13, 2000. Additional contributions were raised through the continuous offering of limited interests (“Limited Interests”) and general interests (“General Interests” and, together with the Limited Interests, “Interests”) of beneficial ownership in Registrant. Registrant terminated the offering of additional Limited Interests in Registrant in July 2003.

Effective March 1, 2009, Interests in the Registrant can only be redeemed as of the last business day of each month. Through February 27, 2009, Investors were able to redeem their Interests on a weekly basis. For the First

Quarter 2009 and January 1, 2008 to March 28, 2008 (“First Quarter 2008”), subscriptions of Limited Interests and General Interests were $0 and $0, respectively.

For the First Quarter 2009, redemptions of Limited Interests and General Interests were $233,946 and $52,941, respectively. For the First Quarter 2008, redemptions of Limited Interests and General Interests were $588,614 and $6,456, respectively. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods.

Limited Interests may no longer be exchanged for Limited Interests in Series E or Series F, nor may Limited Interests in Series E or Series F be exchanged for Limited Interests in Registrant.

At March 31, 2009, 0.00% with the termination of the Trading Vehicle, of Registrant’s net assets were allocated to commodities trading through its investment in the Trading vehicle. A significant portion of Registrant’s net assets invested in the Trading Vehicle was held in cash, which is used as margin for trading in commodities. In as much as the sole business of Registrant is to trade in commodities through its investment in the Trading Vehicle, Registrant owned (through its investment in the Trading Vehicle) such liquid assets to be used as margin. The clearing broker and bank credit the Trading Vehicle (and, in turn, Registrant, as a member of the Trading Vehicle) with interest income on 100% of its average daily equity maintained in its accounts with the clearing broker and bank during each month at competitive interest rates.

The commodities contracts may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in certain commodity futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Trading Vehicle (and, in turn, Registrant) from promptly liquidating its commodity futures positions.

Since Registrant’s business is to trade futures, forwards and option contracts (through its investment in the Trading Vehicle), its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Registrant’s exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of Registrant’s speculative trading as well as the development of drastic market occurrences could result in losses considerably beyond Registrant’s experience to date and could ultimately lead to a loss of all or substantially all of investors’ capital. The Managing Owner attempts to minimize these risks by requiring Registrant, the Trading Vehicle and the Trading Advisor to abide by various trading limitations and policies, which include limiting margin amounts, trading only in liquid markets and permitting the use of stop loss provisions. For a further discussion of the credit and market risks associated with Registrant’s futures, forwards and option contracts, see Note 7 to Registrant’s financial statements for the year ended December 31, 2008, which is filed as an exhibit to Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2008.

Registrant does not have, nor does it expect to have, any capital assets.

Market Overview

Following is a market overview for First Quarter 2009 and First Quarter 2008:

First Quarter 2009

Many of the same economic problems that faced the US economy in the last months of 2008 were still apparent in the first three months of 2009 as President Obama was inaugurated. However, as the quarter progressed, there was at least a glimmer of hope, particularly in March. The “fear factor” was still very much in place, but to a somewhat lesser degree than at the start of the year. The major feature of the first quarter was a series of massive liquidity additions from the Federal Reserve (the “Fed”) as they spent, lent or guaranteed $12.8 trillion. Also, the Fed announced they would buy significant quantities of Treasury paper going forward, resulting in the worst quarter for US Treasuries since 1996, as the Merrill Lynch Master Index plunged.

US economic data during the first quarter can only be described as bleak, as neither housing nor employment showed signs of imminent improvement. The Unemployment Rate rose to over 8.1% at the end of the quarter and payroll fell by an additional 650,000 in March as the economy lost over 5 million jobs since the US recession began. Housing Starts showed improvement in February, rising over 20% after it dropped nearly 40% in the three preceding months. Industrial production recorded consecutive months of decline through the first quarter. The latest fourth quarter Gross Domestic Product (“GDP”) revision came in at -6.3%, which is the worst in nearly three decades. The consumer held retrenched as Retail Sales fell 1.1% in March, were off 1.2% for the quarter and down 9.4% in the past twelve months.

Europe and Asia experienced a quarter similar to the US, with the exception of China. China’s GDP projections, however, were downgraded by almost 2%. As in the US, foreign central banks engaged in massive liquidity additions and bank bailout initiatives. The UK was particularly aggressive as the Bank of England cut its key lending rate to a record low 0.5% and announced an unprecedented plan to buy 75 billion pounds of commercial paper. The European Central Bank cut rates consistently throughout the quarter but at a less aggressive pace, despite anemic economic conditions. Concerns surrounding the health of the Eastern European banking sector lingered as the quarter concluded. Japan’s recession worsened materially during the first quarter, even as the Bank of Japan engaged in three liquidity-adding measures. Japan appears to be behind both the US, UK and Western Europe in its economic recovery mode. Australia and New Zealand suffered as the leading economic index for Australia hit a 26-year low in February.

Currencies: The Dollar Index ended March down overall. However, the dollar continued as the currency of choice on a flight-to-safety basis, despite noises from China and Russia regarding a proposed new global currency. The Obama administration quickly emphasized a continued policy for a strong dollar. During the quarter, the euro gained ground to the pound, while the US dollar advanced versus both. At one point, sterling was under $1.38 before ending the quarter at approximately $1.44, as the UK economy holds a basket case, led by plunging house prices. The yen periodically attracted flight-to-safety demand but that steadily lessened as the quarter developed. Japanese GDP continued to retract and there were few apparent inflationary pressures, while technical indicators pointed to modest additional weakness for the yen vs. the dollar and euro. The Australian and New Zealand dollars scored gains to both the yen and dollar to cap the quarter.

Energies: Crude ended the quarter at almost $50 per barrel, an 11% overall gain, as the market appeared to run into resistance at that level. At one point in early February, crude was down over 23% year-to-date before rallying 12% in the final week of the month. Crude closed March with a double-digit gain, clearly aided by the global equity rally. Demand destruction is still apparent with the latest data showing declines in consumption. OPEC’s member compliance appeared to hold, although there were rumblings of possible erosion. Reformulated gasoline prices edged up in March as gasoline at the pump rose. Natural gas inventories remained well above 5-year averages, which drove prices lower to close the quarter.

Indices: March proved to be the best month for US equities since 2002. However, the overall quarterly result was not pretty as the Dow Jones fell an overall approximate 13.3%. Only three of thirty components ended the period with higher prices; IBM, Home Depot and Intel. The NASDAQ lost over 3% for the quarter and the broad based S&P 500 fell over 11%. After being a severe drag on the market for months, financial and banking issues led a late first quarter rally. Asian and European equities experienced an overall positive March but, as in the US, lost ground for the quarter. The key European markets, FTSE, DAX and CAC ended the quarter down overall 10%, 17% and 15%, respectively. The leading Asian equity indices, the Nikkei and Hang Seng, ended the quarter down 14% and 6%, respectively. Korea’s Kospi ended the period with an overall 5% gain as buyers were encouraged by liquidity measures to aid the Korean economy. Australia and New Zealand both scored gains in March, however they suffered quarterly losses. Russia broke a six month losing streak with an approximate 27% surge to cap the quarter.

Agriculturals: Compared to the year-end rally seen in December 2008, during the first quarter of 2009, the agricultural markets saw both price and participation decline. The drop in Open Interest was the most notable, especially given its relative levels, as compared to historical pricing. In all of the four major markets, corn, soybeans, wheat and cotton, the Open Interest fell to the lowest levels seen since 2005. Prices, however, remained well above both comparative and historical norms and only the cotton market showed a resemblance to its historic norm during the quarter.

Metals: Copper rebounded in January despite a huge rise in inventories. Aluminum did not fare as well, losing over 10% following evidence of increased Chinese exports. Zinc and nickel experienced losses within the DJ AIG Index as both saw huge increases. Gold continued upwards through February as a steady pattern of flight-to-safety demand continued to emanate from plunging global equity values and the severe global banking crisis. Silver followed gold’s pattern and realized a positive overall February. Platinum and palladium posted gains for February as well. As for base

metals, increased Chinese demand drove prices higher for copper and zinc. However, sluggish global steel demand persists for nickel with few indications of imminent improvement. Following four consecutive monthly gains, gold fell slightly in March. The metal was hurt toward month-end by a firmer US dollar as well as reduced flight-to-quality demand. A rally in global equities and benign global inflation data also contributed to lower performance. Physical demand outside of jewelry remained strong, with the notable exception of India where imports were flat in March. Silver traded in a volatile pattern and ended March with overall losses. Copper staged a limited rally in March and posted overall gains, attributable to China’s inventory stockpiling. Aluminum, zinc and lead posted gains in March as nickel prices fell modestly.

Softs and Livestock: In January, coffee rose over 8% within the DJ AIG Index, despite some end-of-month producer selling. Crop concerns surrounding Colombia and Central America were among the supportive factors. Coffee and cocoa prices both edged up in March. In January, sugar turned in solid performance, gaining over 6.5% within the DJ AIG Index and extended its rally into February. Cattle prices fell seven consecutive months within the DJ AIG Index on poor US demand and weak exports but rose finally in March. Live hogs rose over 3% in January on rumors of increased Russian purchases but fell again in February and March due to high corn prices and weak demand.

First Quarter 2008

General market consensus is that the US is in a recession. The question remains how long and deep it will be. Persistent liquidity problems, spreading credit market contagion and the worst stock market response to Federal Reserve (“Fed”) easing in the postwar era reveal the unusually intractable nature of the problems with which the Fed is presently grappling with. Perhaps more telling is the inability of the Fed to arrest the spread of liquidity problems across the credit market landscape and recurring spikes in the Ted-spread, the difference between the T-bill and LIBOR, and its extraordinarily high level, even after steep rate cuts and unprecedented actions through the discount window. Credit is the lifeblood of capitalist economies and a dysfunctional financial system appears to be threatening the US and the global economies.

US Treasuries finished the first quarter lower than year end 2007. The 10-year yield benchmark fell approximately to 3.41% from 4.00%. The 2-year yield was virtually unchanged in February but declined in March to near 1.60%. The 30-year note fell in March as well. The Fed lowered rates to 2.25% through three separate easing sessions during the quarter, which is a 2% decline. On March 11, the Fed announced a plan to lend up to $200 billion of Treasury securities in exchange for debt, including private mortgage backed securities that have been in a severe slump as homeowners default on payments. The biggest event of the quarter was the March 14 “rescue” of Bear Stearns & Co. Inc. through the sponsorship of the Fed and JP Morgan Chase & Co. after the investment house giant admitted its liquidity had significantly declined.

US first quarter economic data displayed little indication of a speedy housing recovery. Housing starts fell, building permits dropped to a 16-year low, confidence among home builders plummeted and mortgage delinquencies hit their highest levels since the Regan era. The outlook for employment worsened as the unemployment rate rose to 5.1% from 4.8%, which is the highest level since September 2005. In March, nonfarm payrolls plunged and January and February estimates were significantly revised downward, which made the data even harder to swallow. As far as inflation is concerned, the Fed continues to express its usual caution but the economic slump seems to be taking precedence.

Outside the US, European Central Bank (“ECB”) rates remained unchanged throughout the first quarter and ECB president, Jean Claude Trichet, continued his hawkish stance giving no indication the ECB would detour from its tight monetary policy. Inflation in the Eurozone ran a bit high and closed the quarter at 3.50%. However, consumer and business confidence was stable. The Bank of England (“BOE”) seemed to be in an easing mode during the first three months of the year as UK economic data, housing in particular, were on the weak side. Also, UK GDP was only 0.6% for the fourth quarter 2007 and the first quarter data does not appear to have improved. The People’s Bank of the Republic of China maintained a tight monetary policy in an effort to curb inflation and comments from the Bank indicate they might press tighter in the coming months as the inflation threat thickens. In addition, eyes are on the Tibet crisis and its impact on the upcoming summer Olympic Games. The Bank of Canada lowered its benchmark rate by 50 basis points on March 4 and Canadian GDP growth is minimal. The Bank of Japan remained on hold throughout the quarter. The Tankan report indicated decreased confidence as the manufacturing sector and the quarterly index fell.

Currencies: The US Dollar remained under pressure for most of March, extending the patterns of January and February. During the quarter, the US Dollar Index realized the weakest monthly close since its 1973 inception.

Trading patterns in March were somewhat more two-sided than the straight down tone of January and February but the dollar was consistently unable to maintain consolidation rallies. The dollar continues to suffer from diversification efforts by foreign central banks such as China, Russia and some petro nations.

The euro continued its steep strengthening on the greenback through the first three months of 2008. The euro traded over an historical high-point prior to ending the quarter. The British pound concluded March little changed from February and January and ended the period slightly lower than year-end 2007. UK housing prices declined for five consecutive months as the subprime/credit concerns still hounded the British landscape. After closing out February at a three-year low, the dollar lost additional ground to the yen in March. The Japanese economy appears to be in better shape than the US as the yen continued its 2007 rally through to 2008. The Chinese yuan extended its gradual advance on the US dollar during the quarter. On a positive note for the greenback, the dollar strengthened on the Canadian dollar, Korean won and South African rand.

Energies: Record highs were set during the quarter as New York Mercantile Exchange crude futures traded over $110 in mid-March. Under March’s commodity deleveraging pressure, oil dropped and closed the quarter with a year-to-date gain over 6% within the Dow Jones AIG Index (“DJAIG”). A mid-March pipeline sabotage attempt in Iraq proved to be a limited disruption. Global demand, led primarily by China and India, remains the number one bullish factor for energy prices. Heating oil and natural gas performed handsomely in the first quarter, ending with gains of over 12% and 32%, respectively. Reformulated gasoline declined almost 3% during the three months as refining margins have been lean and, thus, production has lagged.

Agriculturals: Prior to the deleveraging commodity drawdown in late March, a weakening US dollar and supply side deficits drove agricultural prices to historical levels during the quarter. Corn began each month with prices on the upswing, which was followed at some point during the month with a temporary, profit taking sell-off. The fundamental reasons behind corn’s rally is the ethanol story, the growing potential of an eventual global food shortage and capital flows pouring into this “non-traditional” asset class. Wheat started the year off rather stable trading in the $9 to $10 per bushel (“pb”) range. As global fears of a wheat shortage hit the markets in February, prices launched to a record $25 pb but fell back to around $12 pb by the end of March, which capped off a positive quarter. Soybean prices encountered a similar trading pattern with a 28% increase by the end of February as increasing improvements in the quality of life in emerging nations drove the bean consumption pattern. As the March deleveraging took shape and rattled the markets, bean prices dropped 30%, ending the quarter with an overall loss.

Indices: It was a rocky quarter for the global equity markets. Cash flowed heavily from stocks to alternative assets in the wake of financial liquidity concerns and a weakening economic landscape. US stocks ended the quarter with their worst performance in six years. After a rally during the last week of the period, the Dow Jones Industrial Index finished down approximately 7.6% for the quarter, with financial stocks among the worst performers. The NASDAQ and S&P 500 dove 14% and 9.4% for the quarter, respectively. The US indices were presented with challenges related to the US financial mess along with the prolonged housing malaise.

Equities in Europe experienced their worst quarter in six years as well. Similar to the US, a shift to alternative assets and the surrounding credit and liquidity disaster drove the negative performance. In contrast, Europe could count on the strength in the euro and sterling as compared to the weak dollar. The broad based Dow Jones STOXX 600^® index was down overall for the quarter. Financials, telecoms and tech represented the weakest sectors. The German DAX closed the quarter down nearly 19%. The French CAC 40 ended the quarter with losses over 16%. London’s FTSE had the benefit of a more accommodative BOE but still lost more than 11.5% during the quarter.

Once again, Asia was a hotbed of volatility as the major indices incurred double-digit declines. Akin to the US and Europe, financial and credit issues were key negative factors. Japan was impacted by negative economic data and, unlike the US, Japan concluded the period on a defensive note. The Nikkei lost 2.3% in the final session, finishing down over 18% for the quarter. In Hong Kong, the Hang Seng Index exhibited extreme volatility and ended the quarter with an almost 19% loss. In Australia, the All Ordinaries Index benefited from high commodity prices but not from the Reserve Bank’s very tight monetary policy and ended the quarter down roughly 15.7%

Metals: March was a bumpy month for gold. The metal reached an all-time high of approximately $1,034 on March 17. Also, commodities as an asset group experienced deleveraging, the result being a slide in gold prices. The quarter closed at over $921, resulting in a loss of approximately 6% for March, lowering the quarterly gain to plus 8.5%. Silver followed its parasitic role and followed gold through a very volatile trading pattern and finished with strong quarterly performance over 15%. The slowing demand for jewelry had less of an impact on silver than on

gold. Platinum had a positive month but prices were rocky as Asian demand for jewelry cooled and power and labor problems in South Africa remained a concern. Palladium followed suit and had a positive quarter.

Prices increased across the board for base metals during the first quarter despite being affected by the deleveraging process in March. Copper gained a hefty 25.7% as demand outside the US remained strong. Power problems in South Africa and China lent support to aluminum. Increasing stainless steel production and demand resulted in an approximate 9.4% gain for nickel within the DJAIG. Mounting battery related demand and a narrowing production deficit resulted in a profitable quarter for lead. Tin and zinc witnessed profitable quarters as well.

Softs and Livestock: During the quarter, sugar prices exhibited extreme volatility, falling over 20% in March after a stellar February, bringing their quarterly gain to over 4% within the DJAIG. Higher production forecasts and inventory levels and the commodity pull-back were factors that promoted the 20% drop in March. Coffee lost over 8% within the DJAIG for the quarter and was the index’s worst performance component for March. Cocoa hit a 28-year high during the period and finished the quarter with positive overall performance. Citrus prices fell about 24% on indications of increased production as inventories topped two-year levels.

Live cattle extended its 2007 slide into the first quarter as performance finished down over 13.4%. Some blame the economic slump and oversupply for bad performance. After plummeting a hefty 11.6% in March, live hogs hold the dubious honor of being the weakest component within the DJAIG during the first quarter, closing down over 18.5%. On a positive note, demand in Asia remained strong.

Sector Performance

Due to the nature of Registrant’s trading activities, a period-to-period comparison of its trading results is not meaningful. However, a discussion of Registrant’s trading results for the major sectors in which Registrant traded for First Quarter 2009 and First Quarter 2008 are presented below.

First Quarter 2009

Currencies: (-) Registrant experienced the majority of its gains in the Swiss franc and Australian, US and Canadian dollars. The largest losses were incurred in the Singapore dollar, Japanese yen, British pound and euro.

Energies: (-) Registrant experienced gains in natural gas. The largest losses were incurred in Brent crude, crude oil, gas oil and reformulated gasoline.

Indices: (-) Registrant experienced the majority of its gains in the DJ STOXX and the CAC. The largest losses were incurred in the IBEX, Hang Seng, Nikkei, SIMEX and the FTSE.

Interest Rates: (-) Registrant experienced a majority of its gains in Euribor, Japanese Government Bonds, London Gilt and the German Bund. The largest losses were incurred in Australian bills and notes, Treasury Notes and German Bobl.

Metals: (-) Registrant experienced losses in gold, copper, zinc and nickel.

First Quarter 2008

Currencies: (+) Registrant experienced the majority of its overall gains in the euro, the Swiss franc and British pound sterling. The Singapore dollar and Mexican peso also added to profits. The largest losses were incurred in the Japanese yen, New Zealand dollar and Australian dollar.

Energies: (-) Registrant experienced losses in crude oil and natural gas. Small gains were achieved in gas oil and brent crude.

Indices: (+) Registrant experienced the majority of its overall gains in the Pacific Rim and Europe, specifically the DAX and FTSE 100 and the Nikkei and All Ordinaries. The majority of losses were experienced in the NASDAQ 100, the Hang Seng and the Taiwan SIMEX.

Interest Rates: (-) Registrant experienced a majority of its losses in the German 2-year Bonds, Euribor, German Bund, and Short Sterling. Gains were seen in Australian Bank Bills, Japanese Government Bonds, US Treasury Bonds and British Gilts.

Metals: (+) Registrant experienced gains in copper. Losses were incurred in zinc.

Results of Operations

The net asset value (“Net Asset Value”) per Interest as of March 31, 2009 was $90.34, a decrease of 5.98% from the December 31, 2008 Net Asset Value per Interest of $96.09. The Net Asset Value per Interest as of March 28, 2008 was $100.49, a decrease of 0.73% from the December 31, 2007 Net Asset Value per Interest of $101.23. Past performance is not necessarily indicative of future results.

Registrant’s trading gains (losses) before commissions and related fees during First Quarter 2009 and First Quarter 2008 were approximately $(151,000) and $100,000, respectively.

Registrant’s average net asset level decreased during the First Quarter 2009 in comparison to the First Quarter 2008 primarily due to the effect of redemptions and negative trading performance. Registrant’s average net asset level decreased during the First Quarter 2008 in comparison to the First Quarter 2007 primarily due to the effect of redemptions and negative trading performance.

Interest income is earned on the average daily equity maintained in with the clearing broker and bank at competitive interest rates and, therefore, varies according to interest rates, trading performance and redemptions. Interest income decreased by approximately $38,000 during First Quarter 2009 as compared to First Quarter 2008 primarily due to declining interest rates and reduced average net asset levels discussed above. Interest income decreased by approximately $106,000 during the First Quarter 2008 as compared to First Quarter 2007 primarily due to declining interest rates and the reduced average net asset levels discussed above.

Through February 27, 2009, administrative services and other transaction fees were calculated on Registrant’s Net Asset Value at the end of each week, and therefore, varied according to weekly trading performance and redemptions. Subsequent to February 27, 2009, administrative services and other transaction fees are calculated on Registrant’s Net Asset Value at the end of each month, and therefore, vary according to monthly trading performance and redemptions. Other transaction fees consist of National Futures Association, exchange and clearing fees as well as floor brokerage costs and give-up charges, which are based on the number of trades the Trading Advisor executes, as well as which exchange, clearing firm or bank on, or through, which the contract is traded. Administrative services and other transaction fees decreased by approximately $23,000 in the First Quarter 2009 as compared to First Quarter 2008 primarily due to reduced average net asset levels discussed above. Administrative services and other transaction fees decreased by approximately $92,000 in First Quarter 2008 as compared to First Quarter 2007 primarily due to reduced average net asset levels discussed above.

Through February 27, 2009, management fees were calculated on the Net Asset Value of Registrant’s investment in the Trading Vehicle at the end of each week, and therefore, were affected by weekly trading performance and redemptions. Subsequent to February 27, 2009, management fees are calculated on the Net Asset Value of Registrant’s investment in the Trading Vehicle at the end of each month, and therefore, are affected by monthly trading performance and redemptions. Management fees decreased by approximately $7,000 during the First Quarter 2009 as compared to First Quarter 2008 primarily due to reduced average net asset levels discussed above. Management fees decreased by approximately $30,000 during the First Quarter 2008 as compared to First Quarter 2007 primarily due to reduced average net asset levels discussed above.

Through February 27, 2009, incentive fees were based on the “New High Net Trading Profits” (as defined in the Advisory Agreement) generated by the Trading Advisor, accrued weekly and were ultimately determined as of the close of business on the last Friday of each calendar quarter. Subsequent to February 27, 2009, incentives fees are based on the “New High Net Trading Profits” generated by the Trading Advisor, are accrued monthly and are ultimately determined as of the last day of each calendar quarter. No incentive fees were earned during the First Quarter 2009 and First Quarter 2008.

General and administrative expenses were approximately $71,000 and $53,000 in First Quarter 2009 and First Quarter 2008, respectively. These expenses include accounting, audit, tax, and legal fees, as well as printing and postage costs related to reports sent to limited owners and are before reimbursement of costs incurred by the

Managing Owner on behalf of Registrant. To the extent that general and administrative expenses exceed 1.5% of Registrant’s Average Net Asset Value during the year (with a maximum of 1.25% attributable to other than legal and audit expenses), such amounts are borne by the Managing Owner and its affiliates. For the First Quarter 2009, these limits were exceeded and the Managing Owner had borne expenses of approximately $8,200. No such expenses exceeded these limits during the First Quarter 2008.

Inflation

Inflation has had no material impact on the operations or on the financial condition of Registrant from inception through March 31, 2009.

Off-Balance Sheet Arrangements and Contractual Obligations

As of March 31, 2009, Registrant had not utilized special purpose entities to facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers, such as our accountants, undertake in performing services which are in the best interests of Registrant. While Registrant’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on Registrant’s financial position.

Registrant’s contractual obligations are with the Managing Owner and the Trading Vehicle and, as a result of its investment in the Trading Vehicle, with the Trading Advisor and the Trading Vehicle’s commodity broker. Management fees payable by Registrant to the Trading Advisor through its investment in the Trading Vehicle and administrative services and other transaction fees payable to the Managing Owner are calculated as a fixed percentage of the Trading Vehicle’s and Registrant’s Net Asset Value, respectively. Incentive fees payable by Registrant to the Trading Advisor are at a fixed rate, calculated as a percentage of Registrant’s “New High Net Trading Profits”. As such, the Managing Owner cannot anticipate the amounts to be paid for future periods as Net Asset Values and “New High Net Trading Profits” are not known until a future date. Commissions payable to the Trading Vehicle’s commodity broker are based on a cost per executed trade and, as such, the Managing Owner cannot anticipate the amount that will be required under the brokerage agreement, as the level of executed trades are not known until a future date. These agreements are effective for one-year terms, renewable automatically for additional one-year terms unless terminated. Additionally, these agreements may be terminated by either party thereto for various reasons. For a further discussion of Registrant’s contractual obligations, see Notes 1 and 3 to Registrant’s financial statements for the year ended December 31, 2008, which is filed as an exhibit to Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2008.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Information regarding quantitative and qualitative disclosures about market risk is not required pursuant to Item 305(e) of Regulation S-K.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by Registrant in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to Registrant’s management, including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration (who, in these capacities, function as the Principal Executive Officers and Principal Financial Officer, respectively, of Registrant), as appropriate to allow for timely decisions regarding required disclosure.

In designing and evaluating Registrant’s disclosure controls and procedures, the Managing Owner recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the

benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can prove absolute assurance that all control issues and instances of fraud, if any, within Registrant have been detected.

The Managing Owner’s management, under the supervision and with the participation of certain officers of the Managing Owner (including the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration), has evaluated the effectiveness of Registrant’s disclosure controls and procedures as of the end of the period covered by this report. Based upon such evaluation, the Managing Owner’s Co-Chief Executive Officers and Director of Fund Administration have concluded that, as of the end of such period, Registrant’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in Registrant’s internal control over financial reporting (as defined in Rules 13a – 15(f) and 15d – 15(f) under the Exchange Act) during the first quarter of 2009 that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

There are no legal proceedings pending by or against Registrant or the Managing Owner, or to which Registrant or Managing Owner was a party during the period covered by this Report.

Item 1.A.

Risk Factors

There have been no changes from risk factors as previously disclosed in Registrant’s Form 10-K for the fiscal year ended December 31, 2008.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities

None

Item 4.

Submission of Matters to a Vote of Security Holders

None

Item 5.

Other Information

None

Item 6.

Exhibits:


10.1		WCM Pool LLC Organization Agreement dated November 20, 2006 (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K, File No. 000-32685, filed on March 2, 2009)
10.2		Amendment No. 1 to WCM Pool LLC Organization Agreement dated March 30, 2007 (incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K, File No. 000-32685, filed on March 2, 2009)
10.3		Amendment No. 2 to WCM Pool LLC Organization Agreement dated March 31, 2009 (incorporated by reference to Exhibit 10.3 to Registrant’s Form 8-K, File No. 000-32685, filed on March 2, 2009)
10.4		Advisory Agreement by and among WCM Pool LLC, Preferred Investment Solutions Corp. and Winton Capital Management Limited dated November 20, 2006 (incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K, File No. 000-32685, filed on March 2, 2009)
31.1		Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
31.2		Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

WORLD MONITOR TRUST II – SERIES D

By:

Preferred Investment Solutions Corp.,

its managing owner


By:	/s/ Kenneth A. Shewer		Date: May 14, 2009
	Name:	Kenneth A. Shewer
	Title:	Co-Chief Executive Officer (Principal Executive Officer)



By:	/s/ David K. Spohr		Date: May 14, 2009
	Name:	David K. Spohr
	Title:	Senior Vice President and Director of Fund Administration (Principal Financial/Accounting Officer)

First Quarter
2009

First Quarter
2008

General and administrative

WORLD MONITOR TRUST II SERIES D 10-Q