SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended
                                December 31, 2003

                        Commission File Number 333-64718

                            MORIAH FUTURES FUND, L.L.C.

               (Exact Name of Registrant as specified in its charter)

        Oklahoma                        6200                     11-3455001
(State of Organization)  (Primary Standard Industrial   I.R.S. Employer I.D. No.
                           Classification Code Number)

                             9925 South Pennsylvania
                                    Suite 110
                         Oklahoma City, Oklahoma 73159
                                 (405) 691-2793
                           (405) 691-6124 (Facsimile)

                (Address, including zip code and telephone number,
               including area code of Registrant's principal office)

    Securities registered under Section 12(b)or 12(g) of the Exchange Act: NONE

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the Fund was  required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days:

                                    Yes   X       No
                                        -----       -----

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in the form, and no disclosure  will
be contained,  to the best of  Registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
any amendment to this form 10-KSB X

         State  issuer's  revenues for the most recent  fiscal year:  $(199,144)
                                                                      ----------

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by the  reference to the price at which
the common  equity was sold,  or the average bid and asked prices of such common
equity,  as of a  specified  date  within  the past 60 days (See  definition  of
affiliate in Rule 12b-2 of the Exchange Act). N/A

         Portions of the Prospectus dated August 29, 2003, or "Prospectus",  are
incorporated by reference in Parts I and III

         Transitional Small Business Disclosure Format (check one):  Yes   No  X
                                                                        ---  ---

<PAGE>

PART I

---------

ITEM 1.        BUSINESS

Moriah Futures Fund, L.L.C., formerly known as the Hanseatic Discretionary Pool,
L.L.C.,  or the "Fund",  is a limited  liability  company which was organized in
1998 and is  engaged in  speculative  trading of  commodity  futures  contracts,
forward contracts, commodity options and other interests in commodities.

The Fund was originally  organized as the Hanseatic  Discretionary  Pool, L.L.C.
under the laws of the state of New York in  September  1998.  In July 2000,  the
state of  organization  of the pool was moved to Oklahoma.  In January 2004, the
company changed its name to Moriah Futures Fund, L.L.C. The fund is a registered
commodity  pool,  operated by Pool Management  Services,  Inc., a commodity pool
operator and a member of the National  Futures  Association  and registered with
the Commodity Futures Trading Commission.

Specifically,  the Fund  trades  a  portfolio  primarily  focused  on  financial
futures,  which are  instruments  designed to hedge or  speculate  on changes in
interest  rates or stock index values.  The managing  member is Pool  Management
Services, Inc., or "PMSI". The Fund's operations are regulated by the provisions
of the Commodity  Exchange Act, the regulations of the Commodity Futures Trading
Commission, and the rules of the National Futures Association.

The Fund filed a registration  statement,  declared effective November 30, 2001,
with the U.S.  Securities and Exchange  Commission for the sale of up to 100,000
units of membership  interests,  or units,  offered at net asset value per unit.
Since November 30, 2001,  Units of limited  liability  company  interests of the
Fund have been  offered  by the  Prospectus  on an  ongoing  basis.  During  the
continuing offering period,  subscriptions are accepted monthly and proceeds are
transferred to the Fund's bank and brokerage accounts for trading purposes.  The
unit selling price during the continuing  offering period is the net asset value
per unit as of the last business day of the month in which the  subscription  is
accepted.

From January 1. 2002 through  December 31, 2003, units  aggregating  $548,403.18
have been sold.

Pool Management Services, Inc. ("PMSI") controls all aspects of the business and
administration of the Fund in its role as managing member. From the inception of
the Fund until December 26, 2003, the Fund employed Hanseatic Corporation as its
commodity  Trading  Advisor,  or CTA,  to select  trades for the Fund.  The Fund
terminated its Advisory  Agreement  with  Hanseatic  Corporation on December 26,
2003 and, on January 1, 2004,  the Fund entered into an Advisory  Agreement with
Commodity  Pool  Services,   Inc.,  d.b.a.  Jalex  Trading.  ("CPSI"  or  "Jalex
Trading").  Jalex Trading is an affiliate of PMSI.  The owners and principals of
PMSI are the same as the owners and principals of Commodity Pool Services, Inc.

REGULATION

Under the Commodity  Exchange Act, as amended (the "Act"),  commodity  exchanges
and commodity futures trading are subject to regulation by the Commodity Futures
Trading  Commission (the 'CFTC").  The National Futures  Association  ("NFA'), a
registered  futures   association  under  the  Act,  is  the  only  non-exchange
self-regulatory organization for commodity industry professionals.  The CFTC has
delegated to the NFA  responsibility  for the registration of "commodity trading
advisors,"   "commodity  Fund  operators,"   "futures   commission   merchants,"

<PAGE>

"introducing  brokers"  and  their  respective  associated  persons  and  "floor
brokers." The Act requires  "commodity  Fund  operators,"  such as and commodity
brokers or "futures commission merchants" such as the Fund's commodity broker to
be  registered  and  to  comply  with  various   reporting  and   record-keeping
requirements. Pool Management Services, Inc., or "PMSI" and the Fund's commodity
broker are members of the NFA. The CFTC may suspend a commodity Fund  operator's
registration  if it finds that its  trading  practices  tend to disrupt  orderly
market conditions,  or as the result of violations of the Commodity Exchange Act
or  rules  and  regulations   promulgated   thereunder.   In  the  event  PMSI's
registration  as a commodity  Fund operator were  terminated or suspended,  PMSI
would be unable to continue to manage the  business of the Fund.  Should  PMSI's
registration be suspended, termination of the Fund might result.

In addition to such  registration  requirements,  the CFTC and certain commodity
exchanges  have  established  limits  on the  maximum  net  long  and net  short
positions  which  any  person,  including  the  Fund,  may  hold or  control  in
particular commodities. Most exchanges also limit the maximum changes in futures
contract  prices that may occur during a single  trading  day. In addition,  the
Fund trades on foreign  commodity  exchanges which are not subject to regulation
by any United States government agency.

OPERATIONS

A description of the operations of the Fund, including trading approach,  rights
and obligations of the Members,  and  compensation  arrangements is contained in
the Prospectus under "Summary of Offering," "The Risks You Face,"  "Conflicts of
Interest,"  "Business of the Fund,"  "Investment  Programs and  Strategies," and
"Fees and Expenses" is contained in the  Prospectus.  By this reference they are
incorporated herein.

The Fund conducts its business in one industry segment,  the speculative trading
of futures.  The Fund is a market participant in the "managed futures" industry.
The managed futures industry has grown  substantially in the previous ten years.
Market  participants  include  all  types of  investors,  such as  corporations,
employee benefit plans, individuals and foreign investors.  Service providers of
the managed  futures  industry  include (a) Fund  operators,  which  control all
aspects of trading Funds (except trading decisions), (b) trading advisors, which
make the specific trading decisions,  and (c) commodity  brokers,  which execute
and clear the trades pursuant to the  instructions of the trading  advisor.  The
Fund has no employees, and does not engage in the sale of goods or services.

The Fund engages in financial instrument trading in several financial instrument
contracts on domestic markets.  All of the Fund's assets are currently allocated
to the  Jalex  Trading  Futures  Spread  Program  which is  concentrated  in the
financial  futures  markets  such as  interest  rates  and  stock  indices.  The
contracts  traded by the Fund may fluctuate from time to time but  concentration
will remain in the financial instrument futures contracts.

The Fund may, in the future,  experience increased competition for the commodity
futures and other contracts in which it trades. Jalex Trading, the Funds Trading
Advisor will recommend  similar or identical trades for other accounts under its
management. Such competition may also increase due to the widespread utilization
of computerized methods similar to those used by Hanseatic Corporation.

ITEM 2.        PROPERTIES

The Fund does not own or lease any property in the conduct of its business.  Its
assets currently consist of commodity futures and other contracts and cash.
<PAGE>

ITEM 3.        LEGAL PROCEEDINGS

Pool Management Services, Inc. is not aware of any material legal proceedings to
which the Fund is a party or to which any of its assets are subject.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

PART II

-----------

ITEM 5.        MARKET FOR FUND'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Units are not publicly  traded and no market is likely to develop.  Units may be
transferred  or  redeemed  subject to the  conditions  imposed by the  Operating
Agreement.  As of December 31, 2003, the Fund had 29 members and 6,755.363145418
units outstanding.

Pool  Management  Services,   Inc.  has  sole  discretion  in  determining  what
distributions,  if any, the Fund will make to its unit holders. No distributions
were made for the year ended December 31, 2003.

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS.

As a commodity  pool,  our fund may use monies that are combined for the purpose
of trading  futures and commodity  option  contracts.  Our fund  maintains  cash
deposits  in its account at its futures  commission  merchant(s)  to fulfill its
margin  requirements.  The  amount  of margin  funds  required  will  fluctuate,
depending on the number of contracts  traded and their market prices open in the
Company account at any given time.  Generally,  the monies segregated to satisfy
the margin requirements approximate 15% of our fund's assets.

To the extent possible,  the following discussion will focus on fund's financial
results during 2003. For the purposes of our discussion, we've extracted several
key items from the fund's  financial  reports.  In our opinion,  those items are
particularly  relevant to gaining an  understanding of our fund's overall annual
results.  Notwithstanding  our  extraction  of certain  items from the financial
reports,  we  encourage  you to read and study the fund's  financial  reports in
their entirety.

           RESULTS OF OPERATIONS: FOR THE YEAR ENDED DECEMBER 31, 2003

Revenues and Income Our Fund Earns
----------------------------------

During 2003,  our Fund's gross  trading  revenues  were a loss of $39,986.  That
compared to a gain of $47,128 for fiscal year 2002.

From the inception of the fund in 1998 until  December 31, 2003, our fund traded
pursuant to the Hanseatic  Discretionary Program.  Hanseatic Corporation was the
trading advisor. Thus, all of the losses that our fund incurred in 2003 resulted
from lagging performance in the Discretionary  Program. At certain times, market
conditions  prove to be more  favorable for  Hanseatic's  trading models than at
other times.  Such was the case in 2003 with the Fund  realizing a loss in gross
trading revenues. In comparison, market conditions were more favorable in fiscal
year 2002 (as they relate to  Hanseatic's  trading  models)  and thus,  our fund
realized trading gains.

During  2003,  our fund's  interest  income  totaled  $8,106.  This  compared to
interest income of $31,932 during 2002. As you can see, interest income accounts
for only a small part of the revenues in our fund.
<PAGE>

On a proportionate  basis, there was a decrease in the amount of interest Income
our fund  received  from fiscal  year 2002 to fiscal  year 2003.  There were two
reasons for this  decrease:  1) The total net asset value of our fund  decreased
from 2002 to 2003. Since our fund's net asset value decreased between the years,
there were fewer  assets  available  upon which to earn  interest.,  2) Interest
rates paid on assets  declined  substantially.  In recent years,  interest rates
paid on our fund's assets have declined significantly.  This decline in interest
rates led to a sustained decline in interest income.

Fees Paid In the Operations Of Our Fund
---------------------------------------

In conducting  its  operations  during fiscal years 2003 and 2002, our fund paid
two general types of fees - Net Asset Fees and Operating Expenses.  What follows
is a summary of both types of fees, comparing the results for both years.

NET ASSET FEE:  During 2003,  our fund's  Commodity  Trading  Advisor  charged a
monthly net asset fee of .16667% of the fund's net asset value. This payment was
in  remuneration   for  the  trading   advisory   services  the  CTA  performed.
Additionally, the fund's Commodity Pool Operator charged a monthly net asset fee
of approximately .33333% of the Fund's net asset value for administration of the
fund's  operations.  During 2003 these fees totaled  $142,643.  During 2002, net
asset fees totaled $181,240.

As you can see,  the total  amount  of net asset  fees the fund paid was less in
2003 than in 2002. The reason for the decrease  between the two fiscal years was
the decrease in the total net asset value of the Fund. As the name suggests, net
asset fees are a  percentage-based  fee.  Although the percentage  being charged
remains  the same,  the total  amount of net assets  upon which the fee is based
will change.  During 2002,  our fund had a greater net asset value than in 2003.
Thus,  the decline in the total  amount of net asset fees is directly  linked to
the decline in total net assets held in our fund.

OPERATING EXPENSES: Operating expenses paid by the fund are expenses incurred as
the fund conducts its day-to-day business matters. Included are expenses such as
a telephone expenses, postage, printing, etc.

During  2003,  our fund paid a total of  $26,918  in  Operating  Expenses.  This
compares  with a total of $29,539  for fiscal  year 2002.  The small  decline in
operating  expenses  result  from a decline in the total net asset  value of the
fund from 2002 to 2003. The amount of operating expenses the fund pays is capped
at a total of 1% of its net asset value per annum.  Thus, as the net asset value
declined from 2003 to 2003, the amount of operating expenses likewise declined.

NET RESULTS

After all additions and deductions, our fund experienced net loss in fiscal year
2003 of  $199,144.  For  fiscal  year  2002,  the  fund  realized  a net loss of
$182,673. On a per unit basis, the fund lost $10.22 per unit in fiscal year 2003
as compared to a loss of $6.97 per unit in fiscal year 2002.

Above all else, the  profitability of our fund is linked to the profitability of
the trading  program  employed by our fund's trading  advisor.  Since reaching a
peak  in  performance  during  March  2002,  the  performance  of the  Hanseatic
Discretionary  Pool declined  significantly.  As our fund's manager,  we allowed
Hanseatic  Corporation  considerable  time to reverse the  performance  of their
trading  program.  As 2003 drew to an end,  we made the  decision  that,  in our
opinion, it was in our fund's best interests to replace Hanseatic Corporation as
our  fund's  trading  advisor.   On  December  26,  2003,  our  fund's  advisory
relationship with Hanseatic Corporation was terminated.  On January 1, 2004, our
fund initiated a new advisory relationship with Jalex Trading. At that time, our
fund's assets began to be traded  pursuant to the Jalex Trading  Futures  Spread
Program.
<PAGE>

Discussion of Financial Condition: Liquidity and Capital Resources

OUR FUND'S NET ASSET VALUE & OWNERSHIP

At December 31, 2003 total member equity was $637,484  compared to $2,605,286 at
December 31, 2002, a decrease of 75.5%.

The total  member  equity  in our fund,  also  known as the "net  asset  value",
consists of the total assets from all sources, less any liabilities.  As you can
see, there was a marked decrease in the member equity from 2002 to 2003.

There are two reasons for the decreased in member equity  between the two fiscal
years:

1)       There  was an  increase  in the net  losses  in our  fund in  2003,  as
         compared  to 2002.  The  sources  for the  increase  in net losses were
         discussed previously.

2)       There  was a  significant  increase  in  the  total  number  of  member
         redemptions  during  2003.  As has been noted  previously,  the trading
         performance of the Hanseatic  Discretionary  Program had been declining
         since March of 2001. As the performance  decline  continued  throughout
         the 2003 fiscal year,  members  responded by  withdrawing  capital from
         their fund accounts.

         The majority of the redemptions during 2003 came on December 31. As has
         been noted  previously,  our fund terminated its advisory  relationship
         with Hanseatic Corporation on December 26, 2003. Following this action,
         several members of the fund chose to terminate their investments in our
         fund at that time.

During 2003, a total of  approximately  1,016 new units were sold for a total of
$105,200  in new  subscription  capital.  Conversely,  a total of  approximately
19,469  units were  redeemed  from the fund  during  2003 for a total of capital
outflow of  $1,873,858.  Approximately  46.9% of the total  redemptions  came at
December 31, 2003.

The flow of capital into and out of member capital accounts in 2004 will depend,
in large part,  on the  trading  performance  of our fund's new trading  program
(Jalex Trading Futures Spread Program).  Our fund is an investment  vehicle and,
as is the case with all investments, performance will determine whether our fund
realizes  growth in new member equity (though new investment  subscriptions)  or
decline in existing  member equity  (through the  redemptions of existing member
capital accounts).

       DISCUSSION OF FINANCIAL CONDITION: LIQUIDITY AND CAPITAL RESOURCES
       ------------------------------------------------------------------

LIQUIDITY

Although  there is and will be no public  market  for the  units,  a member  may
redeem  units  in the  Fund  as of any  month-end  as  described  in the  Fund's
operating agreement,  a copy of which is attached to the Prospectus and provided
to members.

With respect to the Fund's trading,  in general,  the CTA will endeavor to trade
only commodities that have sufficient  liquidity to enable it to enter and close
out  positions  without  causing  major  price  movements.  Notwithstanding  the
foregoing,  most United  States  commodity  exchanges  limit the amount by which
certain  commodities may move during a single day by regulations  referred to as
"daily price fluctuation limits" or "daily limits".  Under such regulations,  no
trades may be executed on any given day at prices beyond the daily  limits.  The
price of a futures contract has  occasionally  moved the daily limit for several
consecutive days, with little or no trading,  thereby  effectively  preventing a
party from  liquidating its position.  While the occurrence of such an event may
reduce or effectively  eliminate the liquidity of a particular  market,  it will
not limit ultimate losses and may in fact substantially  increase losses because

<PAGE>

of the inability to liquidate  unfavorable  positions.  In addition, if there is
little or no trading in a particular  futures or forward  contract that the Fund
is trading,  whether such  illiquidity  is caused by any of the above reasons or
otherwise,  the Fund may be unable to execute trades at favorable  prices and/or
may be unable or  unwilling to liquidate  its position  prior to its  expiration
date,  thereby  requiring  the Fund to make or take  delivery of the  underlying
interest of the commodity.

FOREIGH CONTRACT TRADING & RISK

During most of 2003,  our fund's  assets were traded  pursuant to the  Hanseatic
Discretionary  Program.  This  program was  involved in the trading of both U.S.
domestic  futures  markets  as with as foreign  contract  markets.  The  foreign
contract markets on which the fund executed trades during 2003 were:

1. Milan Stock Exchange - Italy
2. MATIF - France
3. MEFF - Spain
4. London Futures Exchange - Great Britain
5. Montreal Exchange - Canada

When trades were  executed on any of the foreign  exchanges  above,  the maximum
amount of capital for which the fund had credit  exposure was no more than 2% to
3% of the fund's Net Asset Value per open  position.  For example,  although the
fund might have  executed  three  different  trades in the same market the total
open positions represented no more than 2% to 3% credit exposure.

When  trades  were  executed  on the  foreign  contract  exchanges,  the  actual
counter-party to the trade was the "clearing  corporation"  associated with each
exchange.  When the fund executed  trades in these foreign  markets,  the fund's
capital was placed either with the fund's clearing broker or with the applicable
exchange  clearing  corporation.  However,  even  though  the  foreign  exchange
clearing  corporation  handled  some of the fund's  capital  during the clearing
process,  HSBC (the  fund's  clearing  broker for most of 2003)  guaranteed  the
capital against any loss due to the failure of the exchange.

As has been  noted,  on January  1, 2004 our fund  entered  into a new  Advisory
Agreement with Jalex Trading.  Unlike Hanseatic Corporation,  Jalex Trading does
not trade foreign contract  markets.  Thus, our fund does not anticipate it will
trade any foreign markets during the 2004 fiscal year.

MONITORING AND MINIMIZATION OF RISK

Our fund's manager,  Pool Management  Services,  Inc., is wholly owned by Simcha
Bluth and  Randall  Shell.  Our  fund's  new  trading  advisor,  Commodity  Pool
Services,  Inc. (d.b.a. Jalex Trading) is also wholly owned by Mr. Bluth and Mr.
Shell.  Thus, the same individuals are responsible for both the operation of the
fund and the trading of the fund's capital.

Monitoring and minimization of risk are essential to the operation of our fund's
business.  Messrs. Bluth and Shell have established procedures to deal with this
issue.

At the start of each month,  Messrs. Bluth and Shell examine the total amount of
equity  committed  by the fund to the trading  program.  Based on that amount of
capital,  Bluth and Shell utilize the trading program's capital management model
to determine the appropriate  number of futures  contracts (in each market) that
will be traded during the month.

Each day, Messrs.  Bluth and Shell receive an "equity"  statement,  defining all
trading that has taken place in the fund's  trading  account as well as the open
positions being held, the margin requirements to hold open positions and the net
value of the  account,  marked to the market.  Upon  receipt of the daily equity

<PAGE>

statement,  Bluth and Shell examine the  information to determine if the current
position sizes (as determined at the start of the month) should be adjusted.  In
most  cases,  adjustments  are  not  necessary.   However,  should  there  be  a
substantial  change  in fund  equity  during  the  month  (through  either  more
substantial  trading gains or losses),  Bluth and Shell amend the position sizes
accordingly.  By closely  monitoring  the fund's equity levels on a daily basis,
Bluth and Shell seek to insure that the proper  level of  leverage  and risk are
being utilized on a day-by-day basis.

GENERAL STATEMENT: FACTORS THAT MAY AFFECT FUTURE RESULTS

With  the  exception  of  historical  information,   the  matters  discussed  in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  contain forward looking statements under the 1995 Private Securities
Litigation Reform Act that involve various risks and  uncertainties.  Typically,
these  statements  are  indicated  by words  such as  "anticipates",  "expects",
"believes", "plans", "could", and similar words and phrases.

Since  the  principal  business  activity  of our fund is to trade  the  futures
markets, there are several factors that could cause the fund's actual results to
differ materially from what we, the fund's manager, project, forecast,  estimate
and expect in the  future.  Those  factors  include  but are not  limited to the
following:

Unexpected global economic changes.

The imposition of new  restrictions  or regulations by government  agencies that
affect the Company's trading activities.

Changes  in  market  conditions  that  impact  the  performance  of our  trading
advisor's trading program

LOOKING AHEAD

As has been noted, one variable has the greatest impact on the overall financial
condition of our fund - performance (defined as profits or losses) realized from
the trading  program our fund uses.  From its inception until the end of 2003 (a
total of approximately 5 years),  our fund invested all of its trading assets in
the Hanseatic Discretionary Program. As has been noted, a change was made at the
end of 2003 with our fund changing  trading  programs and advisors.  This action
was  taken in an effort to  reverse  the  performance  stagnation  and  negative
results our fund had realized for the preceding three years (from 1002 to 2003).
This change was done with one goal in mind - enhancing our fund's  potential for
profitability.

As with any futures trading program, it's impossible to know if our fund will be
profitable in the future.  Since the Jalex Trading  Futures  Spread  Program was
profitable  in 2003 (up 26.99%),  there is the potential  for  profitability  to
return in 2004. However,  the Futures Spread Program is a relatively new trading
program  and  thus,  performance  in  the  program  could  fail  to  live  up to
expectations.  Moving into 2004, we believe there is cause for optimism,  albeit
guarded.

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

                   None.

PART III
------------
<PAGE>

ITEM 9.       DIRECTORS AND OFFICERS OF THE FUND

The Fund has no directors or executive officers. The Fund has no employees.  The
Fund is managed by Pool Management Services, Inc., or PMSI, the manager. PMSI is
a registered  commodity pool operator or CPO. The principals and shareholders of
the CPO are Simcha Bluth, President,  and Randall Shell,  Vice-President.  It is
owned 50% by Simcha Bluth,  and 50% by Randall Shell.  Pool Management  Services
has been registered with the Commodity Futures Trading Commission as a commodity
Fund operator since  September,  1998. From September,  1998 to June, 1999, Pool
Management  Services was also registered as a commodity trading advisor. It is a
member of the  National  Futures  Association.  As  manager  of the  Fund,  Pool
Management  Services is in total control of the  operations of the Fund.  PMSI's
main business  address is 9925 South  Pennsylvania,  Suite 110,  Oklahoma  City,
Oklahoma, 73159, (405) 691-2793.

SIMCHA BLUTH

From  December  1999 to date,  Mr. Bluth has been  registered  as an  associated
person and principal of Commodity  Pool Services,  Inc., a registered  Commodity
Trading  Advisor,  Commodity  Pool Operator and  Introducing  Broker.  CPSI is a
member of the National  Futures  Association.  Mr. Bluth is a stockholder of the
firm and supervises  all its  operations.  From  September 1998 to present,  Mr.
Bluth has also served as a principal of Pool Management Services, Inc. This firm
is  registered  as a commodity  pool  operator  and is a member of the  National
Futures  Association.  Mr. Bluth is a stockholder of the firm and supervises all
its  operations.  From  February  2000 to March 2001,  Mr.  Bluth  carried  dual
associated person and branch manager registrations with Kesef Securities,  Inc.,
d.b.a. Kesef Advisors,  a commodity trading advisor. Mr. Bluth solicited managed
futures  brokerage  business for Kesef. From June, 1999 to April 2000, Mr. Bluth
was registered as an associated person and branch manager of Profile  Analytics,
Inc.,  d.b.a Profile  Trading  ("Profile"),  an  introducing  broker.  Mr. Bluth
solicited managed,  discount and broker-assisted  futures brokerage business for
Profile.  From May,  1996 to  January,  1999,  Mr.  Bluth was  registered  as an
associated person and principal of All State Trading Group, Inc., located in New
York City, New York, an introducing  broker from May, 1996 to January 1999 and a
commodity  trading  advisor  from  July,  1997 to  September,  1998.  Mr.  Bluth
supervised all operations of this firm.

RANDALL SHELL

From  December  1999 to date,  Mr. Shell has been  registered  as an  associated
person and principal of Commodity  Pool Services,  Inc., a registered  Commodity
Trading  Advisor,  Commodity  Pool Operator and  Introducing  Broker.  CPSI is a
member of the National Futures  Association..  Mr. Shell is a stockholder of the
firm. Mr.  Shell's duties as a principal of the firm include the  maintenance of
accounting,  books,  records  and  compliance  matters.  Randall  Shell has been
registered as an associated  person and  principal of Pool  Management  Services
since July,  1999.  Prior to his  registration  as a principal of the CPO,  from
October,  1998 to July,  1999, Mr. Shell was registered as an associated  person
and  branch  manager  of Pool  Management  Services.  Mr.  Shell's  duties  as a
principal of the firm include the maintenance of accounting,  books, records and
compliance  matters.  From June,  1999 to March 2001, Mr. Shell has also carried
dual  registration as an associated  person,  principal and sole  shareholder of
Kesef Securities,  Inc., d.b.a. Kesef Advisors.  As principal of Kesef Advisors,
Mr. Shell managed all aspects of company  operations and directed the trading in
client  accounts under the  management of that firm.  From October 1991 to April
2000,  Mr. Shell was  registered  as an  associated  person,  principal and sole
shareholder  of Profile  Analytics,  Inc.,  d.b.a Profile  Trading  ("Profile").
Profile was an introducing  broker from December,  1998 through April 2000. From
October 1991 to July, 1999,  Profile was also registered as a commodity  trading
advisor.  Mr. Shell's duties with Profile  included the oversight of all company
operations  and  supervision  of brokers.  From July 1997 to November  1998, Mr.
Shell carried dual associated  person and branch manager  registration  with All
State Trading Group, Inc

There has never been a material administrative, civil or criminal action brought
against  the Fund.  There has never  been a  material  administrative,  civil or
criminal  action brought against Pool  Management  Services,  Inc. or any of its
directors, executive officers, promoters or control persons.
<PAGE>

ITEM 10.       EXECUTIVE COMPENSATION

The Fund is managed by its managing  member.  PMSI  receives from the Fund: 1) A
net asset fee equal to 0.16667%  per month  (approximately  2% per annum) of the
Fund's  month-ending  net asset  value per year for  services  performed  by the
trading advisor.,  2) A net asset fee equal to 0.125% % per month (approximately
1.5% per annum) of the Fund's month-ending net asset value per year for services
performed by the Commodity Pool Operator., 3) A "performance" or "incentive" fee
equal to 20% of the Fund's new net profits (if any) at the end of each  calendar
quarter.,  and 4) A selling  agent fee equal to 0.33333%  (approximately  4% per
annum) of the Fund's month-ending net asset value for ongoing services performed
by selling agents on behalf of the fund. Selling agent fees are only received by
PMSI if a selling agent is involved in the sale of the fund  subscription(s) and
if the selling agent provides ongoing services to fund members.

From the  payment it  receives,  PMSI  remits:  1) the  entirety  of the trading
advisor net asset fee and one-half of the  "performance"  or "incentive" fees it
receives to Jalex Trading for the trading services it provides.,  and 2) 100% of
the selling  agent fees it receives (if any) to selling  agents that are engaged
in the  distribution of the Units in return for ongoing services to the members.
PMSI  retains  one-half of the  incentive  fees and 100% of the  Commodity  Pool
Operator net asset fees for acting as the Fund's managing member.

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a.       Security  Ownership of Certain  Beneficial  Owners.  As of December 31,
         2003, no Units of Limited Liability Interests were owned or held by any
         officer, investor or shareholder of Pool Management Services, Inc..

b.       Security  Ownership  of  Management.  As of  December  31,  2003,  Pool
         Management   Services,   Inc.  owned  116.363393039  Units  of  limited
         liability  company  Interests  (approximately  1.72%) having a value of
         $11,137.  Units of limited  liability  company interests will always be
         owned by PMSI in its capacity as managing member.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Item 10, Executive  Compensation and Item 11, Security  Ownership of Certain
Beneficial Owners and Management, above.

PART IV

ITEM 1. INDEX TO EXHIBITS

The following documents are filed as part of this report:

(1)      The Financial Statements beginning on page 12 hereof.

(2)      The exhibits listed as follows:

Sequentially
Numbered
Page           Exhibit No.   Exhibit
------------   -----------   -------
               3(i)          Form of Certificate of Limited Liability Company
                             interests*
               3(ii)         Operating Agreement, as amended, dated November
                             30, 2001*
               10            Advisory Agreement between Commodity Pool Services,
                             Inc., d.b.a. Jalex Trading and Moriah Futures
                             Fund, L.L.C.
               31            Rule 13a-14(a)/15d-14(a) Certifications

               32            Section 1350 Certifications
               99(1)         Form 8-K Filed January 6, 2004 (without exhibits)

*  Heretofore  filed as an exhibit to the  registration  statement on Form SB-2,
filed by the  Fund  (Commission  File No.  33-64718)  and  incorporated  by this
reference

Upon  request,  the Fund will  furnish a copy of any Exhibit to this report upon
payment of Reasonable copying and mailing expenses.

                                   SIGNATURES

In  accordance  with the Exchange  Act, this report has been signed below by the
following persons on behalf of the Fund in the capacities indicated on March 30,
2004.

                                MORIAH FUTURES FUND, L.L.C.

                                By:      POOL MANAGEMENT SERVICES, INC.
                                         Managing Member

                                         By: /s/ Randall L. Shell
                                         ----------------------------
                                         Vice President

Signature                           Capacity                            Date
---------                           --------                            ----

/s/ Simcha Bluth                    President, Director           March 30, 2004
---------------------               of the Managing Member
Simcha Bluth

/s/ Randall L. Shell                Chief Operating Officer       March 30, 2004
---------------------               Chief Financial and
Randall L. Shell                    Accounting Officer,
                                    Director of the Managing
                                    Member













<PAGE>



Moriah Futures Fund, L.L.C.
Audited Financial Statements

For the Years Ended December 31, 2003 and December 31, 2002







                                     INDEX
                                     -----




                                                                         Page

Independent Auditor's Report                                               12

Financial Statements

         Statement of Financial Condition (Balance Sheet)                  13

         Statement of Operations                                           14

         Statement of Cash Flows                                           15

         Statement of Changes In Members' Equity                           16

Notes To Financial Statements                                              17-19





<PAGE>


 DONAHUE ASSOCIATES, L.L.C.
 27 BEACH ROAD, SUITE CO5-A
 MONMOUTH BEACH, NJ.    07750
 Phone: (732) 229-7723



                               Independent Auditor's Report

The Members
Moriah Futures Fund, L.L.C.

We have audited the  accompanying  balance sheets of Moriah Futures Fund, LLC as
of  December  31, 2003 and  December  31,  2002 and the  related  statements  of
operations  and  changes in members'  equity,  and cash flows for the years then
ended.  These financial  statements are the  responsibility  of management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements  presented  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used and significant  estimates made by the  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Moriah Futures Fund, LLC as of
December 31, 2002 and December 31, 2001 and the results of  operations,  changes
in members'  equity and cash flows for the years then ended in  conformity  with
accounting principles generally accepted in the United States of America.

/s/ Brian Donahue

----------------------------
Brian Donahue
Monmouth Beach, New Jersey

March 30, 2004


<PAGE>



                           Moriah Futures Fund, L.L.C.
                                  Balance Sheet
                  As of December 31, 2003 and December 31, 2002

                                                         31-Dec-03    31-Dec-02
                                                     -------------  -----------
ASSETS

  Current assets:
     Cash and short term marketable securities       $   1,367,035  $   196,596
     Deposits with clearing broker:                        100,352    2,583,431
     Prepaid operating fees                                 52,905       40,422
     Interest receivable                                       262          318
                                                     -------------  -----------
         Total Current Assets                            1,520,554    2,820,767
                                                     -------------  -----------
         Total Assets                                $   1,520,554  $ 2,820,767
                                                     =============  ===========


LIABILITIES

  Redemptions payable                                $     867,802  $   102,818
  Subscriptions pending                                          0       95,200
  Net asset fees payable                                     9,260       14,646
  Operating expenses payable                                 6,008        2,817
                                                     -------------  -----------
         Total Liabilities                                 883,070      215,481

MEMBERS' EQUITY (Units redeemable at the option of
   the unit holder)

Manager  (116 units at 12/31/03                      $      11.138  $    43,371
   and 416 units at 12/31/02)

Members (24,587 units at 12/31/02                          626,346    2,561,915
   and 35,967 units at 12/31/01)
                                                     -------------  -----------
         Total Members' Equity                             637,484    2,605,286
                                                     -------------  -----------
         Total Liabilities & Member's equity         $   1,520,554  $ 2,820,767
                                                     =============  ===========



Please see the notes to these financial statements.




<PAGE>


                           Moriah Futures Fund, L.L.C.
                             Statement of Operations
           For the Years Ended December 31, 2003 and December 31, 2002



                                             31-Dec-03        31-Dec-02
                                             ---------        ---------
Revenues:
   Gross realized trading gains (losses)    $ (39,986)       $   47,128
   Change in open trade equity loss         $   2,297        $  (50,954)
                                            ----------       -----------
   Total loss from trading                    (37,689)          ( 3,826)

Administrative expenses:
   Net Asset fees                             142,643           181,240
   Operating expenses                          26,918            29,539
                                            ----------       -----------
Total administrative expenses                 169,561           210,779

   Income (loss) from operations             (207,250)         (214,605)

Other income (expense):
    Interest income                             8,106            31,932
                                            ----------       -----------
Net loss before provision for income taxes   (199,144)         (182,673)

  Provision for income taxes                        0                 0
                                            ----------       -----------
Net loss available to members               $(199,144)       $ (182,673)
                                            ==========       ===========


Net loss per unit                           $  (10.22)       $    (6.97)

Weighted average of units outstanding          19,493            26,208









Please see the notes to these financial statements.


<PAGE>


                           Moriah Futures Fund, L.L.C.
                             Statement of Cash Flows
           For the Years Ended December 31, 2003 and December 31, 2002




                                                       31-Dec-03     31-Dec-02
                                                      -----------   -----------
Cash flows from (for) operating activities:

         Net loss available to partners               $ (182,673)    $(182,673)

         Changes in other operating
         assets/liabilities:
           Clearing broker deposits                    2,483,079     1,325,804
           Interest receivable                                56         4,268
           Prepaid expenses                              (12,483)      (40,422)
           Operating expenses payable                      3,191           237
           Net asset fees payable                         (5,386)       (9,585)
           Incentive fees payable                              0             0
           Interest payable                                    0             0
                                                      -----------   -----------
       Net cash used by operating activities           2,269,313    (1,290,637)
                                                      -----------   -----------
Cash flows from (for) financing activities:
           Subscriptions received                         10,000       512,265
           Redemptions paid                           (1,108,874)   (1,651,048)
                                                      -----------   -----------
       Net cash provided by financing activities      (1,098,874)   (1,138,783)
                                                      -----------   -----------
       Net change in cash position                     1,170,439       (41,154)
Cash balance at beginning of fiscal year                 196,596       237,750
                                                      -----------   -----------
Cash balance at end of the fiscal year                $1,367,035    $  196,596
                                                      ===========  ============

Supplemental disclosures of cash flow information:

     Interest paid during the period                  $        0    $        0
     Income taxes paid during the period              $        0    $        0










Please see the notes to these financial statements.


<PAGE>


                           Moriah Futures Fund, L.L.C.

                     Statement of Changes in Members' Equity

                    From January 1, 2003 to December 31, 2002

                                        Members'         Units       Net Value
                                        Equity        Outstanding     per unit
                                      ------------   -------------   ----------
Net Asset Value at January 1, 2002    $ 3,986,966      36,383            $110

              Subscriptions               418,203       3,979

              Redemptions              (1,617,210)    (15,359)

              Net loss                   (182,673)
                                      ------------   -------------   ----------
Net Asset Value at December 31, 2002  $ 2,605,286      25,003            $104

              Subscriptions               105,200       1,016

              Redemptions              (1,873,858)    (19,469)

              Net loss                   (199,144)
                                      ------------   -------------   ----------
Net Asset Value at December 31, 2003  $   637,484       6,550            $ 97
                                      ============   =============   ==========








Please see the notes to these financial statements.


<PAGE>


Moriah Futures Fund, L.L.C.
Notes to the Financial Statements

For the Years Ended December 31, 2003 and December 31, 2002


Note 1.  Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------

Moriah Futures Fund, L.L.C., formerly known as the Hanseatic Discretionary Pool,
LLC (the Pool) is a limited  liability  company  organized under the laws of the
state of New York in September  1998. In July 2000, the state of organization of
the Pool  was  moved  to  Oklahoma.  The  Pool is  operated  by Pool  Management
Services,  Inc.,  a commodity  pool  operator  (member of the  National  Futures
Association and registered with the Commodity Futures Trading  Commission).  The
Pool may and does use funds that are  combined  for the  purpose of  speculative
trading in commodity futures and option contracts.

Use of Estimates: The preparation of the financial statements in conformity with
generally accepted  accounting  principals  requires  management to make certain
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 may differ from these estimates.

Cash & short term  deposits:  For the  purposes of the  statement of cash flows,
cash  includes cash deposits and short term  securities  with maturity  dates of
less than three months from the date of the financial statements..

Deposits with Clearing  Broker:  Includes the assets of the Pool on deposit with
the clearing futures  commission  merchant at December 31, 2003 and December 31,
2002.  Cash balance  reflects the amount of cash on deposit and the value of all
open  futures  and  options  position  marked to the  market  using the  closing
settlement prices of the open futures and options contracts at December 31, 2003
and December 31, 2002. Deposits with the clearing broker are used to margin open
positions with the Pool's clearing broker.

Subscriptions  pending:  Funds received from prospective members to the Pool are
accounted  for as  subscriptions  pending  until the  appropriate  paperwork and
verification  procedures have been  completed.  Upon  completion,  subscriptions
pending are transferred to members' equity.

Revenue  Recognition:  Gross realized  trading gains or losses are recognized on
the trade  date.  Positions  open at period end are  marked to market  using the
closing settlement price at period end and are included in changes in open trade
equity.

Commission  expenses:  The Pool is charged a maximum of $7 per round turn by its
clearing  firm(s) for turn for  executing and clearing the pool's  trades,  paid
when each  transaction  is executed and cleared.  The total  brokerage  fees are
estimated to be approximately 2.4% per annum

Net Asset Fees:  The pool is charged a net asset fee of 0.16667%  (approximately
2% per annum) of the pool's month  ending net asset value for services  provided
to the pool by its trading advisor.  The pool is also charged a net asset fee of
0.125% (approximately 1.5% per annum) of the pool's month ending net asset value
for services  provided to the pool by its manager.  The pool's  Manager pays the
entirety  of the  trading  advisor  net asset fee to Jalex  Trading,  the Pool's
Trading  Advisor.  The pool's manager  retains the entirety of the manager's net
asset fee.

Incentive  fees: The Pool's  manager  charges an incentive fee of 10% on the new
net trading profits of the Pool, calculated on a quarterly basis.  Additionally,
the Pool's Commodity  Trading Advisor charges an incentive fee of 10% on the new
net trading profits of the Pool, calculated on a quarterly basis.

Currency  conversion:   The  Pool  applies  Statement  of  Financial  Accounting
Standards (SFAS) No. 52, Foreign Currency  Translation.  Accordingly,  the gains
and losses on speculative  trading transacted in a foreign currency are included
in the statement of operations in total  revenues or losses from trading.  Gains
or losses  from  currency  conversion  arise when gains or losses  from  trading
transacted in a foreign currency are converted to U.S.  dollars.  These gains or

<PAGE>

losses are  determined by the  difference  between the foreign  currency rate in
effect at the opening of the speculative  transaction in a foreign  currency and
the repatriation of funds to U.S. dollars.

Income  Taxes-  The Pool has  elected  to be taxed as a  partnership  under  the
Internal Revenue Service Code.  Accordingly,  the individual members of the Pool
report the Pool's taxable income.

Recently  issued  accounting  pronouncements:   In  June,  2001,  the  Financial
Accounting  Standards  Board (FASB)  issued  Statement  of Financial  Accounting
Standards No. 141, "Business  Combinations",  which mandates the purchase method
of  accounting  for business  combinations  effective  July 1, 2001.  Management
believes  that the  adoption  of SFAS No.  141 will not  materially  impact  the
balance sheet, statement of operations,  and statements of changes in cash flows
and stockholders' equity.

In June 2001,  the FASB also  issued  Statement  No.  142,  "Goodwill  and Other
Intangible  Assets",  which  governs the  accounting  and reporting for acquired
goodwill  and  other   intangible   assets  at  acquisition  and  after  initial
recognition in the financial  statements  effective January 1, 2002.  Management
believes  that the  adoption  of SFAS No.  142 will not  materially  impact  the
balance sheet,  statement of operations,  and statement of changes in cash flows
and stockholder equity.

In October 2001,  the FASB also issued  Statement No. 144,  "Accounting  for the
Impairment  or  Disposal  of  Long  Lived  Assets",  which  supercedes  existing
standards  for this area of  accounting.  SFAS No. 144 is  effective  January 1,
2002.  Management believes that the adoption of SFAS No. 142 will not materially
impact the balance sheet,  statement of operations,  and statement of changes in
cash flows and stockholder equity.

In  December  2002,  The FASB issued FAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure,  an amendment of FASB Statement No.
123".  This  statement  expands  the  disclosure  requirements  with  respect to
stock-based   compensation.   The  transition  guidance  and  annual  disclosure
provisions of SFAS No. 148 are effective for fiscal years ending after  December
15, 2002.  The adoption of SFAS No. 148 did not impact the  Company's  financial
condition or results of operations for fiscal year 2003 and 2002.

Note 2. Fair Values of Financial Instruments
--------------------------------------------

The carrying amounts of cash, broker deposits, interest receivable,  redemptions
payable and pending  subscriptions,  and net asset fees and  operating  expenses
payable reported in the balance sheet are estimated by management to approximate
fair value.

Note 3. Allocation of Net Income
--------------------------------

The net  income  or  loss of the  Pool is  allocated  to the  participants  on a
pro-rata monthly basis based upon each partner's weighted  percentage  ownership
during the month.

Note 4. Financial  Instruments with Off-Balance Sheet Risk and Concentrations of
Credit Risk
--------------------------------------------------------------------------------

The Pool engages in speculative  trading in exchange  traded futures and options
contracts  that involve  varying  degrees of market and credit risk that exposes
the Pool to risk of loss that may be in excess of the amounts  presented  in the
balance  sheet.  Market  risks may arise from  unfavorable  changes in  interest
rates,  foreign  exchange  rates,  or  the  market  values  of  the  instruments
underlying the futures and options contracts.  All contract positions are stated
at fair value and those values are  reflected  in total  revenue from trading in
the statement of operations.
<PAGE>

As of December  31,  2003,  the fair value of the open  contracts of the Pool is
$-0- and a deficit of $2,297 at  December  31,  2002,  respectively.  The margin
required  to be  deposited  at the  clearing  broker to margin the  Pool's  open
positions  was $-0- and $73,725 at  December  31, 2003 and  December  31,  2002,
respectively.

The Pool is exposed  to credit  risk in the event of  nonperformance  by counter
parties  to  financial   instruments.   The  credit  risk  from  counter   party
nonperformance associated with these financial instruments is the net unrealized
gain, if any included in the statement of operations. The Pool seeks to mitigate
credit risk by conducting transactions in designated exchange traded futures and
options  contracts.  The Pool does not participate in "over the counter" trading
in futures and option contracts.  As opposed to "over the counter" trading,  the
counter  party to all  contracts is the clearing  exchange  and  performance  is
guaranteed by the full membership of the exchange.

The Pool seeks to control  market  risk by  monitoring  all open  positions  for
adverse changes in market price on a real time basis. The Pool places protective
stop orders and, in some cases,  defensive  hedge  positions in order to protect
Pool assets.

Note 5. Other Concentrations of Credit Risk
-------------------------------------------

The Pool has a  substantial  portion of its assets on deposit  with the clearing
futures commission merchant. The Pool's assets are commingled with the assets of
other  unrelated   entities  with  similar  deposits  at  the  clearing  futures
commission  merchant.  In the event of the  insolvency  of the clearing  futures
commission merchant,  recovery of the Pool's assets may be limited to a pro rata
share  of  available  funds on  deposit  with the  clearing  futures  commission
merchant.

Note 6. Net Income Per Unit
---------------------------

The Pool  calculates  net  income  per unit  based on the  weighted  average  of
membership  units  outstanding  during  the  fiscal  year.  There  are no  other
financial  instruments  outstanding  that are convertible  into units during the
fiscal years 2003 and 2002. The following table is a detail of membership  units
and the average  weighted  membership  units  outstanding for fiscal years ended
December 31, 2003 and December 31, 2002.

                                                                2003     2002

                  Outstanding at December 31                   6,550   25,003
                                                               =====   ======

                  Weighted Average Outstanding                19,493   26,208
                                                              ======   ======

Note 7. Redemptions
-------------------

Members  may  redeem  any part or all of their  units in the pool  upon  written
notice  on or before  the  close of  business  of the last  business  day of any
calendar month. The redemption  amount will be based upon the net asset value of
the units of membership  interest as calculated at the end of the month in which
the redemption request is received.  Redemptions may not be granted in the event
the Pool does not have enough liquid assets to pay the redemption.

Units that are redeemed within the first six months of subscription  are charged
a 4% early withdrawal fee. Units that are redeemed between the 6th month and the
12th month following subscription are charged a 3% early withdrawal fee.
<PAGE>

Note 8. Net Asset Value per Unit
--------------------------------

Net Asset Value per unit is  calculated  by dividing  the Net Asset Value of the
Pool at the end of the reporting period by the number of pool units  outstanding
at the end of the reporting period.

The Net Asset Value of the pool is equal to: Existing pool cash funds,  plus any
new additions of cash funds, plus or minus profits or losses from closed trades,
plus or minus profits or losses from trades currently open, less commission fees
(inclusive of all  transaction  fees),  plus or minus any gains or losses in the
conversion of foreign  currency,  less net asset fees, less operating  expenses,
plus interest income.


<PAGE>