UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number0-53211
EMERGING CTA PORTFOLIO L.P.
(Exact name of registrant as specified in its charter)
| | | | |
New York | | | 04-3768983 | |
|
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No. | ) |
c/o Ceres Managed Futures LLC
522 Fifth Avenue – 14th Floor
New York, New York 10036
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
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.
YesX 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 (§232.405 of the chapter) 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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
| | | |
Large accelerated filer | Accelerated filer | Non-accelerated filer X | Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).
Yes NoX
As of October 31, 2010, 119,437.0006 Limited Partnership Redeemable Units were outstanding.
EMERGING CTA PORTFOLIO L.P.
FORM 10-Q
INDEX
2
PART I
Item 1. Financial Statements
Emerging CTA Portfolio L.P.
Statements of Financial Condition
| | | | | | | | |
| | (Unaudited) September 30, | | | December 31, | |
| | 2010 | | | 2009 | |
Assets: | | | | | | | | |
Investment in Funds, at fair value | | $ | 77,667,860 | | | $ | 63,868,859 | |
Equity in trading account: | | | | | | | | |
Cash | | | 83,561,579 | | | | 94,883,891 | |
Cash margin | | | 14,694,859 | | | | 11,750,313 | |
Net unrealized appreciation on open futures contracts | | | 2,464,845 | | | | 744,126 | |
Net unrealized appreciation on open forward contracts | | | 1,050,226 | | | | — | |
| | | | | | |
| | | 179,439,369 | | | | 171,247,189 | |
Interest receivable | | | 8,917 | | | | 1,454 | |
| | | | | | |
Total assets | | $ | 179,448,286 | | | $ | 171,248,643 | |
| | | | | | |
Liabilities and Partners’ Capital: | | | | | | | | |
Liabilities: | | | | | | | | |
Net unrealized depreciation on open forward contracts | | $ | — | | | $ | 1,025,915 | |
Accrued expenses: | | | | | | | | |
Brokerage fees | | | 523,391 | | | | 496,483 | |
Management fees | | | 298,070 | | | | 282,773 | |
Administrative fees | | | 74,517 | | | | 70,693 | |
Incentive fees | | | 379,499 | | | | 42,297 | |
Other | | | 83,005 | | | | 62,730 | |
Redemptions payable | | | 2,113,012 | | | | 2,562,080 | |
| | | | | | |
Total liabilities | | | 3,471,494 | | | | 4,542,971 | |
| | | | | | |
Partners’ Capital: | | | | | | | | |
General Partner, 1,302.6036 unit equivalents outstanding at September 30, 2010 and December 31, 2009 | | | 1,889,700 | | | | 1,831,956 | |
Limited Partners, 120,001.0420 and 117,232.3714 Redeemable Units outstanding at September 30, 2010 and December 31, 2009, respectively | | | 174,087,092 | | | | 164,873,716 | |
| | | | | | |
Total partners’ capital | | | 175,976,792 | | | | 166,705,672 | |
| | | | | | |
Total liabilities and partners’ capital | | $ | 179,448,286 | | | $ | 171,248,643 | |
| | | | | | |
Net asset value per unit | | $ | 1,450.71 | | | $ | 1,406.38 | |
| | | | | | |
See accompanying notes to financial statements.
3
Emerging CTA Portfolio L.P.
Condensed Schedule of Investments
September 30, 2010
(Unaudited)
| | | | | | | | | | | | |
| | Notional ($)/ | | | | | | | | |
| | Number of | | | | | | | % of Partners' | |
| | Contracts | | | Fair Value | | | Capital | |
Futures Contracts Purchased | | | | | | | | | | | | |
Currencies | | | 589 | | | $ | 810,848 | | | | 0.46 | % |
Energy | | | 364 | | | | 1,017,684 | | | | 0.58 | |
Grains | | | 503 | | | | 533,372 | | | | 0.30 | |
Indices | | | 637 | | | | 210,145 | | | | 0.12 | |
Interest Rates U.S. | | | 1,971 | | | | 540,088 | | | | 0.31 | |
Interest Rates Non-U.S. | | | 2,015 | | | | 231,520 | | | | 0.13 | |
Livestock | | | 188 | | | | (45,130 | ) | | | (0.02 | ) |
Metals | | | 108 | | | | 745,681 | | | | 0.42 | |
Softs | | | 201 | | | | 174,925 | | | | 0.10 | |
| | | | | | | | | | |
Total futures contracts purchased | | | | | | | 4,219,133 | | | | 2.40 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Futures Contracts Sold | | | | | | | | | | | | |
Currencies | | | 158 | | | | (226,896 | ) | | | (0.13 | ) |
Energy | | | 552 | | | | (1,178,310 | ) | | | (0.67 | ) |
Grains | | | 323 | | | | (287,116 | ) | | | (0.16 | ) |
Indices | | | 99 | | | | 48,290 | | | | 0.03 | |
Interest Rates Non-U.S. | | | 172 | | | | 45,077 | | | | 0.02 | |
Livestock | | | 136 | | | | 23,760 | | | | 0.01 | |
Metals | | | 40 | | | | (136,722 | ) | | | (0.08 | ) |
Softs | | | 106 | | | | (42,371 | ) | | | (0.02 | ) |
| | | | | | | | | | |
Total futures contracts sold | | | | | | | (1,754,288 | ) | | | (1.00 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | |
Unrealized Appreciation on Open Forward Contracts | | | | | | | | | | | | |
Currencies | | $ | 135,692,182 | | | | 3,872,138 | | | | 2.20 | |
Metals | | | 351 | | | | 2,100,552 | | | | 1.19 | |
| | | | | | | | | | |
Total unrealized appreciation on open forward contracts | | | | | | | 5,972,690 | | | | 3.39 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Unrealized Depreciation on Open Forward Contracts | | | | | | | | | | | | |
Currencies | | $ | 108,289,374 | | | | (2,747,197 | ) | | | (1.56 | ) |
Metals | | | 285 | | | | (2,175,267 | ) | | | (1.24 | ) |
| | | | | | | | | | |
Total unrealized depreciation on open forward contracts | | | | | | | (4,922,464 | ) | | | (2.80 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | |
Investment in Funds | | | | | | | | | | | | |
CMF Altis Partners Master Fund L.P. | | | | | | | 24,414,560 | | | | 13.87 | |
CMF Sasco Master Fund L.P. | | | | | | | 25,860,376 | | | | 14.70 | |
Waypoint Master Fund L.P. | | | | | | | 27,392,924 | | | | 15.57 | |
| | | | | | | | | | |
Total investment in Funds | | | | | | | 77,667,860 | | | | 44.14 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Total fair value | | | | | | $ | 81,182,931 | | | | 46.13 | % |
| | | | | | | | | | |
See accompanying notes to financial statements.
4
Emerging CTA Portfolio L.P.
Condensed Schedule of Investments
December 31, 2009
| | | | | | | | | | | | |
| | Notional ($)/
| | | | | | | |
| | Number of
| | | | | | % of Partners’
| |
| | Contracts | | | Fair Value | | | Capital | |
|
Futures Contracts Purchased | | | | | | | | | | | | |
Currencies | | | 559 | | | $ | (127,478 | ) | | | (0.08 | )% |
Energy | | | 190 | | | | 436,615 | | | | 0.26 | |
Grains | | | 152 | | | | 30,308 | | | | 0.02 | |
Indices | | | 560 | | | | 639,897 | | | | 0.38 | |
Interest Rates U.S. | | | 930 | | | | (277,236 | ) | | | (0.17 | ) |
Interest RatesNon-U.S. | | | 1,027 | | | | (103,653 | ) | | | (0.06 | ) |
Livestock | | | 22 | | | | (3,650 | ) | | | (0.00 | )* |
Metals | | | 91 | | | | 42,022 | | | | 0.03 | |
Softs | | | 194 | | | | 253,960 | | | | 0.15 | |
| | | | | | | | | | | | |
Total futures contracts purchased | | | | | | | 890,785 | | | | 0.53 | |
| | | | | | | | | | | | |
|
Futures Contracts Sold | | | | | | | | | | | | |
Currencies | | | 119 | | | | 110,339 | | | | 0.07 | |
Energy | | | 89 | | | | (372,022 | ) | | | (0.22 | ) |
Grains | | | 285 | | | | (208,494 | ) | | | (0.13 | ) |
Indices | | | 102 | | | | (60,061 | ) | | | (0.03 | ) |
Interest Rates U.S. | | | 353 | | | | 224,031 | | | | 0.13 | |
Interest RatesNon-U.S. | | | 406 | | | | 122,499 | | | | 0.07 | |
Livestock | | | 31 | | | | (840 | ) | | | (0.00 | )* |
Metals | | | 12 | | | | 31,850 | | | | 0.02 | |
Softs | | | 28 | | | | 6,039 | | | | 0.00 | * |
| | | | | | | | | | | | |
Total futures contracts sold | | | | | | | (146,659 | ) | | | (0.09 | ) |
| | | | | | | | | | | | |
|
Unrealized Appreciation on Open Forward Contracts | | | | | | | | | | | | |
Currencies | | $ | 36,468,535 | | | | 495,276 | | | | 0.30 | |
Metals | | | 271 | | | | 1,901,753 | | | | 1.14 | |
| | | | | | | | | | | | |
Total unrealized appreciation on open forward contracts | | | | | | | 2,397,029 | | | | 1.44 | |
| | | | | | | | | | | | |
|
Unrealized Depreciation on Open Forward Contracts | | | | | | | | | | | | |
Currencies | | $ | 74,168,842 | | | | (1,420,713 | ) | | | (0.85 | ) |
Metals | | | 273 | | | | (2,002,231 | ) | | | (1.20 | ) |
| | | | | | | | | | | | |
Total unrealized depreciation on open forward contracts | | | | | | | (3,422,944 | ) | | | (2.05 | ) |
| | | | | | | | | | | | |
|
Investment in Funds | | | | | | | | | | | | |
CMF Altis Partners Master Fund L.P. | | | | | | | 28,338,180 | | | | 17.00 | |
CMF Avant Master Fund L.P. | | | | | | | 11,500,341 | | | | 6.90 | |
CMF Sasco Master Fund L.P. | | | | | | | 24,030,338 | | | | 14.41 | |
| | | | | | | | | | | | |
Total investment in Funds | | | | | | | 63,868,859 | | | | 38.31 | |
| | | | | | | | | | | | |
|
Total fair value | | | | | | $ | 63,587,070 | | | | 38.14 | % |
| | | | | | | | | | | | |
* Due to rounding.
See accompanying notes to financial statements.
5
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Income: | | | | | | | | | | | | | | | | |
Net gains (losses) on trading of commodity interests and investment in Funds: | | | | | | | | | | | | | | | | |
Net realized gains (losses) on closed contracts | | $ | 4,444,072 | | | $ | 251,779 | | | $ | 121,036 | | | $ | 2,662,216 | |
Net realized gains (losses) on investment in Funds | | | (9,000,276 | ) | | | (1,070,340 | ) | | | (654,068 | ) | | | (2,748,038 | ) |
Change in net unrealized gains (losses) on open contracts | | | 3,170,041 | | | | 3,629,903 | | | | 3,796,860 | | | | 567,175 | |
Change in net unrealized gains (losses) on investment in Funds | | | 14,528,265 | | | | 2,723,369 | | | | 11,518,890 | | | | 5,858,998 | |
| | | | | | | | | | | | |
Gain (loss) from trading, net | | | 13,142,102 | | | | 5,534,711 | | | | 14,782,718 | | | | 6,340,351 | |
Interest income | | | 31,506 | | | | 27,897 | | | | 72,153 | | | | 88,517 | |
Interest income from investment in Funds | | | 26,051 | | | | 17,696 | | | | 63,534 | | | | 46,415 | |
| | | | | | | | | | | | |
Total income (loss) | | | 13,199,659 | | | | 5,580,304 | | | | 14,918,405 | | | | 6,475,283 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Brokerage fees including clearing fees | | | 1,794,564 | | | | 1,705,962 | | | | 5,275,823 | | | | 5,184,796 | |
Management fees | | | 870,478 | | | | 837,357 | | | | 2,555,129 | | | | 2,505,429 | |
Administrative fees | | | 217,616 | | | | 209,339 | | | | 639,301 | | | | 626,356 | |
Incentive fees | | | 368,580 | | | | 350,293 | | | | 416,676 | | | | 1,264,946 | |
Other | | | 131,690 | | | | 109,248 | | | | 524,829 | | | | 362,754 | |
| | | | | | | | | | | | |
Total expenses | | | 3,382,928 | | | | 3,212,199 | | | | 9,411,758 | | | | 9,944,281 | |
| | | | | | | | | | | | |
Net income (loss) | | | 9,816,731 | | | | 2,368,105 | | | | 5,506,647 | | | | (3,468,998 | ) |
Additions — Limited Partners | | | 6,508,000 | | | | 8,047,000 | | | | 25,946,000 | | | | 32,046,273 | |
Proceeds from Limited Partners redemption fees | | | — | | | | 16,213 | | | | — | | | | 238,562 | |
Redemptions — Limited Partners | | | (6,420,176 | ) | | | (6,809,795 | ) | | | (22,181,527 | ) | | | (29,812,227 | ) |
| | | | | | | | | | | | |
Net increase (decrease) in Partners’ Capital | | | 9,904,555 | | | | 3,621,523 | | | | 9,271,120 | | | | (996,390 | ) |
Partners’ Capital, beginning of period | | | 166,072,237 | | | | 162,627,876 | | | | 166,705,672 | | | | 167,245,789 | |
| | | | | | | | | | | | |
Partners’ Capital, end of period | | $ | 175,976,792 | | | $ | 166,249,399 | | | $ | 175,976,792' | | | $ | 166,249,399 | |
| | | | | | | | | | | | |
Net asset value per unit (121,303.6456 and 113,384.9948 units outstanding at September 30, 2010 and 2009, respectively) | | $ | 1,450.71 | | | $ | 1,466.24 | | | $ | 1,450.71 | | | $ | 1,466.24 | |
| | | | | | | | | | | | |
Net income (loss) per Redeemable Unit and General Partner unit equivalents | | $ | 79.59 | | | $ | 20.55 | | | $ | 44.33 | | | $ | (42.27 | ) |
| | | | | | | | | | | | |
Weighted average units outstanding | | | 122,675.0654 | | | | 114,669.0768 | | | | 122,028.3974 | | | | 114,401.5556 | |
| | | | | | | | | | | | |
See accompanying notes to financial statements.
6
Emerging CTA Portfolio L.P. (the “Partnership”) is a limited partnership that was organized on July 7, 2003 under the partnership laws of the State of New York. The objective of the Partnership is to achieve capital appreciation through the allocation of assets to a “blind pool” of early-stage commodity trading advisors which engage, directly and indirectly, in speculative trading of a diversified portfolio of commodity interests, including futures contracts, options and forward contracts. The Partnership may also enter into swap and other derivative transactions with the approval of the General Partner (defined below). The sectors traded include currencies, livestock, energy, grains, metals, indices, softs, and U.S. and non-U.S. interest rates. The Partnership and the Funds, (as defined in Note 5 “Investment in Funds”) may trade futures, forward and option contracts of any kind. The commodity interests that are traded by the Partnership and the Funds are volatile and involve a high degree of market risk.
Between December 1, 2003 (commencement of the offering period) and August 5, 2004, 20,872 redeemable units of limited partnership interest (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until August 6, 2004, at which time they were remitted to the Partnership for trading. The Partnership privately and continuously offers up to 300,000 Redeemable Units to qualified investors.
Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”), a registered non-clearing futures commission merchant and a member of the National Futures Association (“NFA”). Morgan Stanley, indirectly through various subsidiaries, owns a majority interest in MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker and a selling agent for the Partnership, owns a minority interest in MSSB Holdings. Citigroup Inc. (“Citigroup”), indirectly through various subsidiaries, wholly owns CGM. Prior to July 31, 2009, the date as of which MSSB Holdings became its owner, the General Partner was wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup.
As of September 30, 2010, all trading decisions are made for the Partnership by its ten trading advisors (the “Advisors”) either directly, through individually managed accounts, or indirectly, through investments in other collective investment vehicles. As indicated above, the Partnership allocates its assets to a “blind pool” of trading advisors which refers to the fact that detailed information about the advisors, such as their backgrounds, individual trading strategies and past performance records has not been, and is not expected to be, provided to investors. The General Partner has chosen not to disclose such information because, among other reasons, the advisors engaged to trade on behalf of the Partnership may have little or no performance histories and the mix of advisors may change frequently as new advisors are identified and others progress beyond the “emerging” stage. The Advisors are not affiliated with one another, are not affiliated with the General Partner or CGM and are not responsible for the organization or operation of the Partnership.
The accompanying financial statements and accompanying notes are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at September 30, 2010 and December 31, 2009, and the results of its operations and changes in partners’ capital for the three and nine months ended September 30, 2010 and 2009. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report onForm 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2009.
The General Partner and each limited partner of the Partnership (each a “Limited Partner”) share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of such Limited Partner’s capital contribution and profits, if any, net of distributions.
The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the Partnership’s Statements of Financial Condition through the date the financial statements were filed. As a result, actual results could differ from these estimates.
Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.
7
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
Changes in the net asset value per unit for the three and nine months ended September 30, 2010 and 2009 were as follows:
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Net realized and unrealized gains (losses) * | | $ | 92.05 | | | $ | 33.29 | | | $ | 77.07 | | | $ | (1.82 | ) |
Interest income | | | 0.47 | | | | 0.40 | | | | 1.11 | | | | 1.19 | |
Expenses ** | | | (12.93 | ) | | | (13.14 | ) | | | (33.85 | ) | | | (41.64 | ) |
| | | | | | | | | | | | |
Increase (decrease) for the period | | | 79.59 | | | | 20.55 | | | | 44.33 | | | | (42.27 | ) |
Proceeds from Limited Partners early redemption fees | | | — | | | | 0.14 | | | | — | | | | 2.08 | |
Net asset value per unit, beginning of period | | | 1,371.12 | | | | 1,445.55 | | | | 1,406.38 | | | | 1,506.43 | |
| | | | | | | | | | | | |
Net asset value per unit, end of period | | $ | 1,450.71 | | | $ | 1,466.24 | | | $ | 1,450.71 | | | $ | 1,466.24 | |
| | | | | | | | �� | | | | |
| | |
* | | Includes brokerage fees and clearing fees. |
|
** | | Excludes brokerage fees and clearing fees. |
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Ratios to Average Net Assets:*** | | | | | | | | | | | | | | | | |
Net investment income (loss) before incentive fees**** | | | (6.9 | )% | | | (6.8 | )% | | | (7.1 | )% | | | (7.0 | )% |
| | | | | | | | | | | | |
Operating expenses | | | 7.0 | % | | | 6.9 | % | | | 7.2 | % | | | 7.1 | % |
Incentive fees | | | 0.2 | % | | | 0.2 | % | | | 0.2 | % | | | 0.8 | % |
| | | | | | | | | | | | |
Total expenses | | | 7.2 | % | | | 7.1 | % | | | 7.4 | % | | | 7.9 | % |
| | | | | | | | | | | | |
Total return: | | | | | | | | | | | | | | | | |
Total return before incentive fees | | | 6.0 | % | | | 1.6 | % | | | 3.4 | % | | | (1.9 | )% |
Incentive fees | | | (0.2 | )% | | | (0.2 | )% | | | (0.2 | )% | | | (0.8 | )% |
| | | | | | | | | | | | |
Total return after incentive fees | | | 5.8 | % | | | 1.4 | % | | | 3.2 | % | | | (2.7 | )% |
| | | | | | | | | | | | |
*** Annualized (other than incentive fees).
**** Interest income less total expenses.
The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.
The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Changes in Partners’ Capital.
The customer agreements between the Partnership and CGM and the Funds and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures and forward contracts. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and forward contracts on the Statements of Financial Condition as the criteria under Accounting Standards Codification (“ASC”) 210, Balance Sheet, has been met.
8
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
All of the commodity interests owned by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The average number of futures contracts traded directly by the Partnership for the three months ended September 30, 2010 and 2009 based on a monthly calculation, were 8,212 and 7,845, respectively. The average number of futures contracts traded directly by the Partnership for the nine months ended September 30, 2010 and 2009 based on a monthly calculation, were 6,474 and 10,937, respectively. The average number of metals forward contracts traded directly by the Partnership for the three months ended September 30, 2010 and 2009 based on a monthly calculation, were 505 and 529, respectively. The average number of metals forward contracts traded directly by the Partnership for the nine months ended September 30, 2010 and 2009 based on a monthly calculation, were 454 and 576, respectively. There were no energy option contracts traded directly by the Partnership for the three months ended September 30, 2010 and 2009. The average number of energy option contracts traded directly by the Partnership for the nine months ended September 30, 2010 and 2009 based on a monthly calculation, were 3 and 42, respectively. The average notional values of currency forward contracts traded directly by the Partnership for the three months ended September 30, 2010 and 2009 based on a monthly calculation, were $314,828,744 and $357,343,462, respectively. The average notional values of currency forward contracts traded directly by the Partnership for the nine months ended September 30, 2010 and 2009 based on a monthly calculation, were $321,229,653 and $355,686,376, respectively.
Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions.
The Partnership adopted ASC 815, Derivatives and Hedging, as of January 1, 2009 which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. ASC 815 only expands the disclosure requirements for derivative instruments and related hedging activities and has no impact on the Statements of Financial Condition or Statements of Income and Expenses and Changes in Partners’ Capital. The following tables indicate the fair values of derivative instruments of futures and forward contracts traded directly by the Partnership as separate assets and liabilities as of September 30, 2010 and December 31, 2009.
| | | | | |
| | September 30, 2010 | | |
Assets | | | | |
Futures Contracts | | | | |
Currencies | | $ | 1,083,552 | |
Energy | | | 1,202,993 | |
Grains | | | 910,351 | |
Indices | | | 443,900 | |
Interest Rates U.S. | | | 559,665 | |
Interest Rates Non-U.S. | | | 616,873 | |
Livestock | | | 59,910 | |
Metals | | | 745,812 | |
Softs | | | 227,161 | |
| | | |
Total unrealized appreciation on open futures contracts | | $ | 5,850,217 | |
| | | |
Liabilities | | | | |
Futures Contracts | | | | |
Currencies | | $ | (499,600 | ) |
Energy | | | (1,363,619 | ) |
Grains | | | (664,095 | ) |
Indices | | | (185,465 | ) |
Interest Rates U.S. | | | (19,577 | ) |
Interest Rates Non-U.S. | | | (340,276 | ) |
Livestock | | | (81,280 | ) |
Metals | | | (136,853 | ) |
Softs | | | (94,607 | ) |
| | | |
Total unrealized depreciation on open futures contracts | | $ | (3,385,372 | ) |
| | | |
Net unrealized appreciation on open futures contracts | | $ | 2,464,845 | * |
| | | |
| | |
* | | This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition. |
9
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
| | | | | |
Assets | | September 30, 2010 | |
Forward Contracts | | | | |
Currencies | | $ | 3,872,138 | |
Metals | | | 2,100,552 | |
| | | | | |
Total unrealized appreciation on open forward contracts | | $ | 5,972,690 | |
| | | | | |
Liabilities | | | | |
Forward Contracts | | | | |
Currencies | | $ | (2,747,197 | ) |
Metals | | | (2,175,267 | ) |
| | | | | |
Total unrealized depreciation on open forward contracts | | $ | (4,922,464 | ) |
| | | | | |
|
Net unrealized appreciation on open forward contracts | | $ | 1,050,226 | ** |
| | | | | |
| | |
|
** | | This amount is in “Net unrealized appreciation on open forward contracts” on the Statements of Financial Condition. |
| | | | |
Assets | | December 31, 2009 | |
|
Futures Contracts | | | | |
Currencies | | $ | 454,205 | |
Energy | | | 524,031 | |
Grains | | | 89,903 | |
Indices | | | 698,928 | |
Interest Rates U.S. | | | 312,507 | |
Interest RatesNon-U.S. | | | 320,014 | |
Livestock | | | 7,630 | |
Metals | | | 186,737 | |
Softs | | | 316,766 | |
| | | | |
Total unrealized appreciation on open futures contracts | | $ | 2,910,721 | |
| | | | |
Liabilities | | | | |
Futures Contracts | | | | |
Currencies | | $ | (471,344 | ) |
Energy | | | (459,438 | ) |
Grains | | | (268,089 | ) |
Indices | | | (119,092 | ) |
Interest Rates U.S. | | | (365,712 | ) |
Interest RatesNon-U.S. | | | (301,168 | ) |
Livestock | | | (12,120 | ) |
Metals | | | (112,865 | ) |
Softs | | | (56,767 | ) |
| | | | |
Total unrealized depreciation on open futures contracts | | | (2,166,595 | ) |
| | | | |
Net unrealized appreciation on open futures contracts | | $ | 744,126 | * |
| | | | |
| | |
* | | This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition. |
| | | | |
|
Assets | | | | |
Forward Contracts | | | | |
Currencies | | $ | 495,276 | |
Metals | | | 1,901,753 | |
| | | | |
Total unrealized appreciation on open forward contracts | | $ | 2,397,029 | |
| | | | |
Liabilities | | | | |
Forward Contracts | | | | |
Currencies | | $ | (1,420,713 | ) |
Metals | | | (2,002,231 | ) |
| | | | |
Total unrealized depreciation on open forward contracts | | | (3,422,944 | ) |
| | | | |
Net unrealized depreciation on open forward contracts | | $ | (1,025,915 | )** |
| | | | |
| | |
** | | This amount is in “Net unrealized depreciation on open forward contracts” on the Statements of Financial Condition. |
10
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
The following table indicates the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three and nine months ended September 30, 2010 and 2009.
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Three Months Ended | | | Nine Months Ended | | | Nine Months Ended | |
| | September 30, 2010 | | | September 30, 2009 | | | September 30, 2010 | | | September 30, 2009 | |
Sector | | Gain (loss) from trading | | | Gain (loss) from trading | | | Gain (loss) from trading | | | Gain (loss) from trading | |
Currencies | | $ | 2,236,373 | | | $ | 2,767,582 | | | $ | (875,449 | ) | | $ | 3,485,640 | |
Energy | | | (1,209,775 | ) | | | (431,284 | ) | | | (1,694,332 | ) | | | 41,872 | |
Grains | | | 741,098 | | | | 420,633 | | | | 752,563 | | | | 2,029,897 | |
Indices | | | 192,746 | | | | (624,054 | ) | | | (2,894,247 | ) | | | 909,241 | |
Interest Rates U.S. | | | 2,245,280 | | | | 1,982,623 | | | | 3,474,989 | | | | (51,483 | ) |
Interest Rates Non-U.S. | | | 1,560,678 | | | | 508,558 | | | | 3,563,460 | | | | (1,407,753 | ) |
Livestock | | | (81,853 | ) | | | 61,448 | | | | (255,082 | ) | | | (65,463 | ) |
Metals | | | 499,235 | | | | (87,215 | ) | | | 702,039 | | | | (1,307,071 | ) |
Softs | | | 1,430,331 | | | | (716,609 | ) | | | 1,143,955 | | | | (405,489 | ) |
| | | | | | | | | | | | |
Total | | $ | 7,614,113 | | | $ | 3,881,682 | | | $ | 3,917,896 | | | $ | 3,229,391 | |
| | | | | | | | | | | | |
| |
4. | Fair Value Measurements: |
Partnership’s and the Funds’ Investments.All commodity interests held by the Partnership and Funds (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses and Changes in Partners’ Capital.
Partnership’s and the Funds’ Fair Value Measurements.The Partnership and the Funds adopted ASC 820, Fair Value Measurements and Disclosures, as of January 1, 2008 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership and the Funds did not apply the deferral allowed by ASC 820 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.
In 2009, the Partnership and the Funds adopted amendments to ASC 820, which reaffirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. These amendments to ASC 820 also reaffirm the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. Management has concluded that based on available information in the marketplace, there has not been a decrease in the volume and level of activity in the Partnership’s Level 2 assets and liabilities. The adoption of the amendments to ASC 820 had no effect on the Partnership’s Financial Statements.
The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership
11
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended September 30, 2010 and December 31, 2009, the Partnership and the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
| | | | | | | | | | | | | | | | |
| | | | | | Quoted Prices in | | | | | | | |
| | | | | | Active Markets | | | Significant Other | | | Significant | |
| | | | | | for Identical | | | Observable Inputs | | | Unobservable Inputs | |
| | 9/30/2010 | | | Assets (Level 1) | | | (Level 2) | | | (Level 3) | |
Assets | | | | | | | | | | | | | | | | |
Investment in Funds | | $ | 77,667,860 | | | $ | — | | | $ | 77,667,860 | | | $ | — | |
Futures | | | 2,464,845 | | | | 2,464,845 | | | | — | | | | — | |
Forwards | | | 1,124,941 | | | | — | | | | 1,124,941 | | | | — | |
| | | | | | | | | | | | |
Total assets | | | 81,257,646 | | | | 2,464,845 | | | | 78,792,801 | | | | — | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Forwards | | $ | 74,715 | | | $ | 74,715 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Total liabilities | | | 74,715 | | | | 74,715 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total fair value | | $ | 81,182,931 | | | $ | 2,390,130 | | | $ | 78,792,801 | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | Quoted Prices in | | | | | | | |
| | | | | | Active Markets | | | Significant Other | | | Significant | |
| | | | | | for Identical | | | Observable Inputs | | | Unobservable Inputs | |
| | 12/31/2009 | | | Assets (Level 1) | | | (Level 2) | | | (Level 3) | |
Assets | | | | | | | | | | | | | | | | |
Investment in Funds | | $ | 63,868,859 | | | $ | — | | | $ | 63,868,859 | | | $ | — | |
Futures | | | 744,126 | | | | 744,126 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total assets | | | 64,612,985 | | | | 744,126 | | | | 63,868,859 | | | | — | |
| | | | | | | | | | | | |
|
Liabilities | | | | | | | | | | | | | | | | |
Forwards | | $ | 1,025,915 | | | $ | 100,478 | | | $ | 925,437 | | | $ | — | |
| | | | | | | | | | | | |
Total liabilities | | | 1,025,915 | | | | 100,478 | | | | 925,437 | | | | — | |
| | | | | | | | | | | | |
Total fair value | | $ | 63,587,070 | | | $ | 643,648 | | | $ | 62,943,422 | | | $ | — | |
| | | | | | | | | | | | |
5. Investment in Funds:
On November 1, 2005, the assets allocated to Altis Partners Jersey Limited (“Altis”) for trading were invested in the CMF Altis Partners Master Fund L.P. (“Altis Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 4,898.1251 units of Altis Master with cash equal to $4,196,275 and a contribution of open commodity futures and forward contracts with a fair value of $701,851. Altis Master was formed to permit accounts managed now or in the future by Altis using the Global Futures Portfolio program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner of Altis Master. Individual and pooled accounts currently managed by Altis, including the Partnership, are permitted to be limited partners of Altis Master. The General Partner and Altis believe that trading through this structure should promote efficiency and economy in the trading process.
On March 1, 2006, the assets allocated to Avant Capital Management L.P. (“Avant”) for trading were invested in the CMF Avant Master Fund L.P. (“Avant Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 8,177.1175 units of Avant Master with cash equal to $6,827,887 and a contribution of open commodity futures and forward contracts with a fair value of $1,349,230. Avant Master was formed in order to permit accounts managed now or in the future by Avant using the Diversified Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in Avant Master on April 30, 2010 for cash equal to $12,280,606.
12
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
On May 1, 2009, the assets allocated to Sasco Energy Partners LLC (“Sasco”) for trading were invested in the CMF Sasco Master Fund L.P. (“Sasco Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 16,437.9008 units of Sasco Master with cash equal to $16,364,407 and a contribution of open commodity futures contracts with a fair value of $(1,325,727). Sasco Master was formed in order to permit accounts managed now or in the future by Sasco using the Energy Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner of Sasco Master. Individual and pooled accounts currently managed by Sasco, including the Partnership, are permitted to be limited partners of Sasco Master. The General Partner and Sasco believe that trading through this structure should promote efficiency and economy in the trading process.
On March 1, 2010, the assets allocated to Waypoint Capital Management LLC for trading were invested in the Waypoint Master Fund L.P. (“Waypoint Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 26,581.6800 units of Waypoint Master with cash equal to $26,581,680. Waypoint Master was formed in order to permit commodity pools managed now or in the future by Waypoint using its Diversified Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner of Waypoint Master. Individual and pooled accounts currently managed by Waypoint, including the Partnership, are permitted to be limited partners of Waypoint Master. The General Partner and Waypoint believe that trading through this structure should promote efficiency and economy in the trading process.
The General Partner is not aware of any material changes to any of the trading programs discussed above during the fiscal quarter ended September 30, 2010.
Altis Master’s, Sasco Master’s and Waypoint Master’s (the “Funds”) trading of futures, forwards, swaps and options contracts, if applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.
A limited partner may withdraw all or part of their capital contribution and undistributed profits, if any, from the Funds in multiples of the net asset value per unit as of the end of any day (the “Redemption Date”) after a request for redemption has been made to the General Partner at least 3 days in advance of the Redemption Date. The units are classified as a liability when the limited partner elects to redeem and informs the Funds.
Management, administrative and incentive fees are charged at the Partnership level. All exchange, clearing, user,give-up, floor brokerage and NFA fees (collectively the “clearing fees”) are borne by the Partnership directly and through its investment in the Funds. All other fees, including CGM’s direct brokerage fees are charged at the Partnership level.
At September 30, 2010 and December 31, 2009, the Partnership owned approximately 34.1% and 33.6%, respectively, of Altis Master. At December 31, 2009, the Partnership owned approximately 100% of Avant Master. At September 30, 2010 and December 31, 2009, the Partnership owned approximately 63.8% and 65.1% of Sasco Master, respectively. At September 30, 2010, the Partnership owned approximately 69.8% of Waypoint Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of investment in the Funds are approximately the same and the redemption rights are not affected.
Summarized information reflecting the total assets, liabilities and capital of the Funds is shown in the following tables.
| | | | | | | | | | | | |
| | September 30, 2010 | |
| | Total Assets | | | Total Liabilities | | | Total Capital | |
Altis Master | | $ | 72,576,003 | | | $ | 958,712 | | | $ | 71,617,291 | |
Sasco Master | | | 40,700,503 | | | | 149,191 | | | | 40,551,312 | |
Waypoint Master | | | 39,268,693 | | | | 42,735 | | | | 39,225,958 | |
| | | | | | | | | |
Total | | $ | 152,545,199 | | | $ | 1,150,638 | | | $ | 151,394,561 | |
| | | | | | | | | |
| | | | | | | | | | | | |
| | December 31, 2009 | |
| | Total Assets | | | Total Liabilities | | | Total Capital | |
Altis Master | | $ | 84,341,762 | | | $ | 34,004 | | | $ | 84,307,758 | |
Avant Master | | | 13,259,355 | | | | 1,759,171 | | | | 11,500,184 | |
Sasco Master | | | 37,621,540 | | | | 716,206 | | | | 36,905,334 | |
| | | | | | | | | |
Total | | $ | 135,222,657 | | | $ | 2,509,381 | | | $ | 132,713,276 | |
| | | | | | | | | |
13
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
Summarized information reflecting the net gain (loss) from trading, total income (loss) and net income (loss) for the Funds is shown in the following tables.
| | | | | | | | | | | | |
| | For the three months ended September 30, 2010 | |
| | Gain (Loss) from | | | Total Income | | | Net Income | |
| | Trading, net | | | (Loss) | | | (Loss) | |
Altis Master | | $ | 8,547,098 | | | $ | 8,569,142 | | | $ | 8,496,706 | |
Sasco Master | | | 5,074,990 | | | | 5,087,988 | | | | 4,962,012 | |
Waypoint Master | | | (909,222 | ) | | | (896,356 | ) | | | (947,815 | ) |
| | | | | | | | | |
Total | | $ | 12,712,866 | | | $ | 12,760,774 | | | $ | 12,510,903 | |
| | | | | | | | | |
| | | | | | | | | | | | |
| | For the nine months ended September 30, 2010 | |
| | Gain (Loss) from | | | Total Income | | | Net Income | |
| | Trading, net | | | (Loss) | | | (Loss) | |
Altis Master | | $ | 4,445,084 | | | $ | 4,500,089 | | | $ | 4,275,429 | |
Avant Master | | | 1,063,684 | | | | 1,066,892 | | | | 1,018,521 | |
Sasco Master | | | 7,215,622 | | | | 7,245,977 | | | | 6,534,065 | |
Waypoint Master | | | 5,008,311 | | | | 5,036,046 | | | | 4,910,529 | |
| | | | | | | | | |
Total | | $ | 17,732,701 | | | $ | 17,849,004 | | | $ | 16,738,544 | |
| | | | | | | | | |
| | | | | | | | | | | | |
| | For the three months ended September 30, 2009 | |
| | Gain (Loss) from | | | Total Income | | | Net Income | |
| | Trading, net | | | (Loss) | | | (Loss) | |
Altis Master | | $ | 4,106,021 | | | $ | 4,127,001 | | | $ | 4,094,363 | |
Avant Master | | | 1,006,260 | | | | 1,010,229 | | | | 987,759 | |
Sasco Master | | | (1,075,143 | ) | | | (1,066,426 | ) | | | (1,222,765 | ) |
| | | | | | | | | |
Total | | $ | 4,037,138 | | | $ | 4,070,804 | | | $ | 3,859,357 | |
| | | | | | | | | |
| | | | | | | | | | | | |
| | For the nine months ended September 30, 2009 | |
| | Gain (Loss) from | | | Total Income | | | Net Income | | |
| | Trading, net | | | (Loss) | | | (Loss) | |
Altis Master | | $ | (924,520 | ) | | $ | (863,038 | ) | | $ | (978,066 | ) |
Avant Master | | | 2,359,038 | | | | 2,375,401 | | | | 2,302,189 | |
Sasco Master | | | 2,551,417 | | | | 2,565,593 | | | | 2,148,922 | |
| | | | | | | | | |
Total | | $ | 3,985,935 | | | $ | 4,077,956 | | | $ | 3,473,045 | |
| | | | | | | | | |
14
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
Summarized information reflecting the Partnership’s investments in, and the operations of, the Funds is as shown in the following tables.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2010 | | | For the three months ended September 30, 2010 | | | | | | | |
| | % of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Partnership’s | | | | | | | | | | | Expenses | | | Net Income | | | Investment | | | Redemption | |
| | Net Assets | | | Fair Value | | | Income (Loss) | | | Brokerage Fees | | | Other | | | (Loss) | | | Objective | | | Permitted | |
Altis Master | | | 13.87 | % | | $ | 24,414,560 | | | $ | 2,880,094 | | | $ | 17,076 | | | $ | 7,206 | | | $ | 2,855,812 | | | Commodity Portfolio | | Monthly |
Sasco Master | | | 14.70 | % | | | 25,860,376 | | | | 3,286,729 | | | | 98,127 | | | | (16,873 | ) | | | 3,205,475 | | | Energy Portfolio | | Monthly |
Waypoint Master | | | 15.57 | % | | | 27,392,924 | | | | (612,783 | ) | | | 23,209 | | | | 12,950 | | | | (648,942 | ) | | Commodity Portfolio | | Monthly |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 77,667,860 | | | $ | 5,554,040 | | | $ | 138,412 | | | $ | 3,283 | | | $ | 5,412,345 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | September 30, 2010 | | | For the nine months ended September 30, 2010 | | | | | | | |
| | % of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Partnership’s | | | | | | | | | | | Expenses | | | Net Income | | | Investment | | | Redemption | |
| | Net Assets | | | Fair Value | | | Income (Loss) | | | Brokerage Fees | | | Other | | | (Loss) | | | Objective | | | Permitted | |
Altis Master | | | 13.87 | % | | $ | 24,414,560 | | | $ | 1,578,802 | | | $ | 42,530 | | | $ | 32,000 | | | $ | 1,504,272 | | | Commodity Portfolio | | Monthly |
Avant Master | | | — | | | | — | | | | 1,066,892 | | | | 20,335 | | | | 28,036 | | | | 1,018,521 | | | Energy Portfolio | | Monthly |
Sasco Master | | | 14.70 | % | | | 25,860,376 | | | | 4,688,464 | | | | 277,647 | | | | 183,919 | | | | 4,226,898 | | | Energy Portfolio | | Monthly |
Waypoint Master | | | 15.57 | % | | | 27,392,924 | | | | 3,594,198 | | | | 58,417 | | | | 30,249 | | | | 3,505,532 | | | Commodity Portfolio | | Monthly |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 77,667,860 | | | $ | 10,928,356 | | | $ | 398,929 | | | $ | 274,204 | | | $ | 10,255,223 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | December 31, 2009 | | | For the three months ended September 30, 2009 | | | | | | | |
| | % of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Partnership’s | | | | | | | | | | | Expenses | | | Net Income | | | Investment | | | Redemption | |
| | Net Assets | | | Fair Value | | | Income (Loss) | | | Brokerage Fees | | | Other | | | (Loss) | | | Objective | | | Permitted | |
Altis Master | | | 17.00 | % | | $ | 28,338,180 | | | $ | 1,394,354 | | | $ | 6,634 | | | $ | 4,432 | | | $ | 1,383,288 | | | Commodity Portfolio | | Monthly |
Avant Master | | | 6.90 | % | | | 11,500,341 | | | | 1,010,229 | | | | 12,638 | | | | 8,122 | | | | 989,469 | | | Energy Portfolio | | Monthly |
Sasco Master | | | 14.41 | % | | | 24,030,338 | | | | (733,858 | ) | | | 93,333 | | | | 13,609 | | | | (840,800 | ) | | Energy Portfolio | | Monthly |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 63,868,859 | | | $ | 1,670,725 | | | $ | 112,605 | | | $ | 26,163 | | | $ | 1,531,957 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | December 31, 2009 | | | For the nine months ended September 30, 2009 | | | | | | | |
| | % of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Partnership’s | | | | | | | | | | | Expenses | | | Net Income | | | Investment | | | Redemption | |
| | Net Assets | | | Fair Value | | | Income (Loss) | | | Brokerage Fees | | | Other | | | (Loss) | | | Objective | | | Permitted | |
Altis Master | | | 17.00 | % | | $ | 28,338,180 | | | $ | (408,169 | ) | | $ | 27,696 | | | $ | 12,635 | | | $ | (448,500 | ) | | Commodity Portfolio | | Monthly |
Avant Master | | | 6.90 | % | | | 11,500,341 | | | | 1,963,804 | | | | 34,615 | | | | 24,713 | | | | 1,904,476 | | | Energy Portfolio | | Monthly |
Sasco Master | | | 14.41 | % | | | 24,030,338 | | | | 1,601,740 | | | | 214,393 | | | | 53,724 | | | | 1,333,623 | | | Energy Portfolio | | Monthly |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 63,868,859 | | | $ | 3,157,375 | | | $ | 276,704 | | | $ | 91,072 | | | $ | 2,789,599 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
15
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
6. Financial Instrument Risks:
In the normal course of its business, the Partnership and the Funds are parties to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange-traded instruments are standardized and include futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and include certain forwards and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership/Funds are exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s/Funds’ risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk as the sole counterparty or broker with respect to the Partnership’s/Funds’ assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.
As both a buyer and seller of options, the Partnership/Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Funds to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees as described in ASC 460 Guarantees.
The General Partner monitors and attempts to control the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.
The majority of these instruments mature within one year of the inception date. However, due to the nature of the Partnership’s/Funds’ business, these instruments may not be held to maturity.
16
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
7. Critical Accounting Policies
Use of Estimates.The preparation of financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the Partnership’s Statements of Financial Condition through the date the financial statements were filed. As a result, actual results could differ from these estimates.
Statement of Cash Flows.The Partnership is not required to provide a Statement of Cash Flows as permitted by ASC 230, Statement of Cash Flows.
Partnership’s and Fund’s Investments.All commodity interests held by the Partnership and the Funds (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses and Changes in Partner’s Capital.
Partnership’s and Fund’s Fair Value Measurements.The Partnership and the Funds adopted ASC 820 as of January 1, 2008 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership and the Funds did not apply the deferral allowed by ASC 820 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.
The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended September 30, 2010 and December 31, 2009, the Partnership and the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
Futures Contracts.The Partnership and the Funds trade futures contracts and exchange cleared swaps. Exchange cleared swaps are swaps that are traded as futures. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits directly with the exchange on which the contracts are traded. Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
Forward Foreign Currency Contracts.Foreign currency contracts are those contracts where the Partnership and the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership’s and Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
The Partnership and the Funds do not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the Statements of Income and Expenses and Changes in Partners’ Capital.
17
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Partnership and the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Realized gains (losses) and changes in unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
Options.The Partnership/Funds may purchase and write (sell) both exchange listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership/Funds write an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership/Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Realized gains (losses) and changes in unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
Income Taxes.Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.
ASC 740 Income Taxes provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that no provision for income tax is required in the Partnership’s financial statements.
The following is the major tax jurisdiction for the Partnership and the earliest tax year subject to examination: United States — 2007.
Subsequent Events.In 2009, the Partnership adopted ASC 855, Subsequent Events. The objective of ASC 855 is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are filed. Management has assessed the subsequent events through the date of filing and has determined that there were no subsequent events requiring adjustment in the financial statements.
Recent Accounting Pronouncements. In January 2010, the FASB issued guidance, which, among other things, amends ASC 820, Fair Value Measurements and Disclosures, to require entities to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and which clarifies existing disclosure requirements regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy. This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Partnership’s financial statements.
In February 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards UpdateNo. 2010-09 (“ASU2010-09”), “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements,” which among other things amended ASC 855 to remove the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between ASC 855 and the SEC’s requirements. All of the amendments in this update were effective upon issuance of this update. Management has included the provisions of these amendments in the financial statements.
Net Income (Loss) per Redeemable Unit and General Partner Unit Equivalents. Net income (loss) per unit is calculated in accordance with investment company guidance. See Note 2, “Financial Highlights”.
18
Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
8. Subsequent Event:
In 2009, Morgan Stanley and Citigroup combined certain assets of the Global Wealth Management Group of Morgan Stanley & Co. Incorporated, including Demeter Management LLC (“Demeter”) and the Smith Barney division of CGM into a new joint venture, MSSB Holdings. As part of that transaction Ceres Managed Futures LLC (“Ceres” or the “General Partner”) was contributed to and, together with Demeter, became wholly-owned subsidiaries of MSSB Holdings. Demeter currently serves as commodity pool operator for various legacy Morgan Stanley sponsored commodity pools formed prior to the joint venture. Since their contribution to the joint venture, Demeter and Ceres have worked closely to align the operations and management of the commodity pools they oversee. As a result, MSSB Holdings, together with the unanimous support of the Boards of Directors of Demeter and Ceres, has determined that a combination of the assets and operations of Demeter and Ceres into a single commodity pool operator, Ceres, is in the best interest of limited partners and believes that this combination will achieve the intended benefits of the joint venture. Ceres will continue to be wholly-owned by MSSB Holdings. The targeted effective date of the combination is on or about December 1, 2010. Refer to Form 8-K filed on September 14, 2010 for additional information.
19
| |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Liquidity and Capital Resources
The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in Funds, (ii) equity in trading account, consisting of cash, net unrealized appreciation on open futures contracts and net unrealized appreciation on open forward contracts, and (iii) interest receivables. Because of the low margin deposits normally required in futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2010.
The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.
For the nine months ended September 30, 2010, Partnership capital increased 5.6% from $166,705,672 to $175,976,792. This increase was attributable to a net income from operations of $5,506,647 coupled with the additional sales of 18,728.7356 Redeemable Units totaling $25,946,000, which was partially offset by the redemption of 15,960.0650 Redeemable Units resulting in an outflow of $22,181,527. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.
Critical Accounting Policies
Partnership’s and Fund’s Investments.All commodity interests held by the Partnership and the Funds (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses and Changes in Partner’s Capital.
Partnership’s and Fund’s Fair Value Measurements.The Partnership and the Funds adopted ASC 820 as of January 1, 2008, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership and the Funds did not apply the deferral allowed by ASC 820 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.
The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended September 30, 2010 and December 31,2009, the Partnership and the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
Futures Contracts.The Partnership and the Funds trade futures contracts and exchange cleared swaps. Exchange cleared swaps are swaps that are traded as futures. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits directly with the exchange on which the contracts are traded. Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
20
Forward Foreign Currency Contracts.Foreign currency contracts are those contracts where the Partnership and the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership’s and Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
The Partnership and the Funds do not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the Statements of Income and Expenses and Changes in Partners’ Capital.
London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Partnership and the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Realized gains (losses) and changes in unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
Options.The Partnership/Funds may purchase and write (sell) both exchange listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership/Funds write an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership/Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Realized gains (losses) and changes in unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partner’s Capital.
21
Results of Operations
During the Partnership’s third quarter of 2010, the net asset value per unit increased 5.8% from $1,371.12 to $1,450.71 as compared to an increase of 1.4% in the third quarter of 2009. The Partnership experienced a net trading gain before brokerage fees and related fees in the third quarter of 2010 of $13,142,102. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, metals, and softs and were partially offset by losses in livestock and indices. The Partnership experienced a net trading gain before brokerage fees and related fees in the third quarter of 2009 of $5,534,711. Gains were primarily attributed to the trading in currencies, grains, U.S. and non-U.S. interest rates, livestock, metals and lumber and were partially offset by losses in energy, softs and indices.
The third quarter macro environment was marked by changes in market sentiment. While some doubted the credibility of the European bank stress test, it was well received by the market in July as it removed some of the worst fears through increased bank level balance sheet transparency. Fears that the recovery in the global economy may be stalling had a pivotal effect on markets during August. Economic releases in the U.S. continued to deteriorate; employment data suggested that the labor market recovery was slowing while subsequent news on manufacturing and retail sales was also disappointing. As the quarter came to an end in September, there was a sense of market optimism for the majority of commodity and stock indices as an overall rally was supported by favorable economic data not only in the U.S., but in emerging economies as well. U.S. data releases showed improvements in employment conditions, growth amongst manufacturers and stabilization in the housing sector. Elsewhere, Chinese industrial production rose to signal accelerating growth while the European Commission revised higher growth forecasts for the region’s economy. Gains were accumulated for the quarter on profitable trading in fixed income, grains, currencies and energy markets.
The most significant gains for the quarter were during August in the fixed income sector from long positions in European, U.S., and Japanese fixed income futures as prices climbed higher due to concern that European governments may struggle to repay their debt, while reports added to evidence that Chinese economic growth may be slowing. Prices continued to move higher after reports on manufacturing in the New York region, U.S. home-builder confidence, and Japanese GDP fueled worries over the global economy and spurred demand for the relative “safety” of government bonds. Gains were also recorded in agricultural markets in September as prices in the soybean complex rose amid concerns that reduced rains in Brazil and Argentina may diminish crop yields. Elsewhere, prices of corn futures advanced to the highest level in almost two years as freezing weather threatened crops in China and Canada and a prolonged drought slowed planting in Russia. Prices in soft commodities markets also rallied, primarily in cotton and sugar, resulting in profits for the Partnership. Prices of cotton futures rallied on concern that supplies might fall short amid rising demand from Asia and prices of sugar futures reached a seven-month high as dry weather threatened crops in Brazil, the world’s biggest grower of sugar. Gains in currency markets were recorded primarily in the Australian dollar, South African rand, Brazilian real and Euro as the U.S. dollar sold off heavily against most currencies after the Federal Reserve announced their intentions for quantitative easing at the September FOMC meeting. While some developed countries still continue to show economic weakness, material exporting countries and emerging markets showed tremendous resilience. In energy markets, gains were concentrated in discretionary trading in natural gas.
During the Partnership’s nine months ended September 30, 2010 the net asset value per unit increased 3.2% from $1,406.38 to $1,450.71 as compared to a decrease of 2.7% for the nine months ended September 30, 2009. The Partnership experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2010 of $14,782,718. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, metals, and softs and were partially offset by losses in livestock and indices. The Partnership experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2009 of $6,340,351. Gains were primarily attributed to the trading in currencies, energy, grains, non-U.S. interest rates, livestock, indices and lumber and were partially offset by losses in U.S. interest rates, metals and softs.
Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations.
22
Interest income is earned on 100% of the Partnership’s average daily equity maintained in cash in its (or the Partnership’s allocable portion of a Fund’s) account during each month at a30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on3-month U.S. Treasury bills maturing in 30 days from the date on which such weekly rate is determined. Alternatively, CGM may place up to all of the Partnership’s or a Fund’s assets in90-day U.S. Treasury bills and pay the Partnership 100% of the interest earned (or its allocable share thereof) on U.S. Treasury bills purchased for the Partnership. Interest income for the three and nine months ended September 30, 2010 increased by $11,964 and $755, respectively, as compared to the corresponding periods in 2009. The increase in interest income is due to higher U.S. Treasury bill rates during the three and nine months ended September 30, 2010 as compared to the corresponding periods in 2009. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership and the Funds depends on the average daily equity in the Partnership’s/Fund’s account and upon interest rates over which neither the Partnership and the Funds nor CGM has control.
Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Brokerage fees for the three and nine months ended September 30, 2010 increased by $88,602 and $91,027, respectively, as compared to the corresponding periods in 2009. The increase in brokerage and fees is due to higher average net assets during the three and nine months ended September 30, 2010 as compared to the corresponding periods in 2009.
Management fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Management fees for the three and nine months ended September 30, 2010 increased by $33,121 and $49,700, respectively, as compared to the corresponding periods in 2009. The increase in management fees is due to higher average net assets during the three and nine months ended September 30, 2010 as compared to the corresponding periods in 2009.
Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Administrative fees for the three and nine months ended September 30, 2010 increased by $8,277 and $12,945, respectively, as compared to the corresponding periods in 2009. The increase in administrative fees is due to higher average net assets during the three and nine months ended September 30, 2010 as compared to the corresponding periods in 2009.
Incentive fees paid by the Partnership to the Advisors are based on the new trading profits generated by each Advisor at the end of the quarter, as defined in the management agreements among the Partnership, the General Partner and each Advisor. Trading performance for the three and nine months ended September 30, 2010 resulted in incentive fees of $368,580 and $416,676. Trading performance for the three and nine months ended September 30, 2009, resulted in incentive fees of $350,293 and $1,264,946.
In allocating the assets of the Partnership among the Advisors, the General Partner conducts proprietary research and considers the background of the advisors’ principals, as well as the advisors’ trading styles, strategies and markets traded, expected volatility, trading results (to the extent available) and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.
23
| |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and all or substantially all of the Partnership’s/Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.
The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership’s assets and undistributed profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership under applicable law.
Market movements result in frequent changes in the fair value of the Partnership’s/Funds’ open positions and, consequently, in their earnings and cash balances. The Partnership’s/Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the fair value of financial instruments and contracts, the diversification effects among the Partnership’s/Funds’ open contracts and the liquidity of the markets in which they trade.
The Partnership/Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s/Funds’ past performance is not necessarily indicative of their future results.
Value at Risk is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s/Funds’ experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risk.
Exchange maintenance margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of anyone-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.
24
Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. Some of the Partnership’s Advisors currently trade the Partnership’s assets indirectly in master fund managed accounts over which they have been granted limited authority to make trading decisions. Other Advisors directly trade managed accounts in the Partnership’s name. The first trading Value at Risk table reflects the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e., in the managed accounts in the Partnership’s name) and indirectly by each Fund separately.
The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2010. As of September 30, 2010, the Partnership’s total capitalization was $175,976,792.
September 30, 2010
(Unaudited)
| | | | | | | | |
| | | | | | % of Total | |
Market Sector | | Value at Risk | | | Capitalization | |
Currencies | | $ | 11,122,172 | | | | 6.33 | % |
Energy | | | 9,131,839 | | | | 5.19 | % |
Grains | | | 538,143 | | | | 0.31 | % |
Interest Rates U.S. | | | 1,730,065 | | | | 0.98 | % |
Interest Rates Non-U.S. | | | 2,486,775 | | | | 1.41 | % |
Livestock | | | 151,019 | | | | 0.09 | % |
Lumber | | | 3,751 | | | | 0.00 | %* |
Metals | | | 1,316,547 | | | | 0.75 | % |
Softs | | | 709,629 | | | | 0.40 | % |
Indices | | | 5,217,423 | | | | 2.96 | % |
| | | | | | |
Total | | $ | 32,407,363 | | | | 18.42 | % |
| | | | | | |
The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investments in the Funds by market category as of September 30, 2010 and the highest, lowest and average value during the three months ended September 30, 2010. All open contracts trading risk exposures have been included in calculating the figures set forth below. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009.
As of September 30, 2010, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:
September 30, 2010
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Three months ended September 30, 2010 | |
| | Value at
| | | % of Total
| | | High
| | | Low
| | | Average Value
| |
Market Sector | | Risk | | | Capital | | | Value at Risk | | | Value at Risk | | | at Risk* | |
|
Currencies | | $ | 4,723,327 | | | | 2.68 | % | | $ | 4,540,703 | | | $ | 1,659,287 | | | $ | 4,240,701 | |
Energy | | | 1,185,109 | | | | 0.67 | % | | | 1,408,566 | | | | 648,963 | | | | 997,149 | |
Grains | | | 365,437 | | | | 0.21 | % | | | 447,725 | | | | 229,160 | | | | 324,134 | |
Interest Rates U.S. | | | 1,418,050 | | | | 0.81 | % | | | 1,930,750 | | | | 868,500 | | | | 1,626,700 | |
Interest Rates Non-U.S. | | | 1,664,986 | | | | 0.95 | % | | | 2,515,423 | | | | 1,303,495 | | | | 2,027,373 | |
Livestock | | | 126,200 | | | | 0.07 | % | | | 208,700 | | | | 43,825 | | | | 146,108 | |
Metals | | | 994,847 | | | | 0.56 | % | | | 1,061,550 | | | | 518,483 | | | | 914,607 | |
Softs | | | 429,424 | | | | 0.24 | % | | | 605,421 | | | | 232,037 | | | | 450,305 | |
Indices | | | 2,791,691 | | | | 1.59 | % | | | 2,791,691 | | | | 1,591,464 | | | | 2,154,990 | |
| | | | | | | | | | | | | | | | | | |
Total | | $ | 13,699,071 | | | | 7.78 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | |
* | | Average of month-end Values at Risk. |
25
As of September 30, 2010, Altis Master’s total capital was $71,617,291. The Partnership owned approximately 34.1% of Altis Master. As of September 30, 2010, the Altis Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis for trading) was as follows:
September 30, 2010
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Three months ended September 30, 2010 | |
| | | | | | % of Total | | | High | | | Low | | | Average | |
Market Sector | | Value at Risk | | | Capital | | | Value at Risk | | | Value at Risk | | | Value at Risk* | |
|
Currencies | | $ | 2,717,787 | | | | 3.80 | % | | $ | 3,481,070 | | | $ | 1,121,732 | | | $ | 2,542,919 | |
Energy | | | 2,120,778 | | | | 2.96 | % | | | 2,479,469 | | | | 494,043 | | | | 1,737,547 | |
Grains | | | 506,468 | | | | 0.71 | % | | | 717,726 | | | | 136,257 | | | | 459,045 | |
Interest Rates U.S. | | | 662,000 | | | | 0.92 | % | | | 1,193,750 | | | | 525,800 | | | | 818,867 | |
Interest Rates Non -U.S. | | | 932,335 | | | | 1.30 | % | | | 1,833,421 | | | | 652,035 | | | | 1,094,642 | |
Livestock | | | 72,784 | | | | 0.10 | % | | | 142,450 | | | | 59,050 | | | | 99,078 | |
Lumber | | | 11,000 | | | | 0.02 | % | | | 27,500 | | | | 6,600 | | | | 11,733 | |
Metals | | | 626,073 | | | | 0.87 | % | | | 2,589,641 | | | | 421,483 | | | | 1,101,345 | |
Softs | | | 821,717 | | | | 1.15 | % | | | 937,879 | | | | 262,952 | | | | 634,590 | |
Indices | | | 4,081,241 | | | | 5.70 | % | | | 4,339,373 | | | | 577,280 | | | | 3,350,977 | |
| | | | | | | | | | | | | | | | | | |
Total | | $ | 12,552,183 | | | | 17.53 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | |
* | | Average of month-end Values at Risk. |
As of September 30, 2010, Sasco Master’s total capital was $40,551,312. The Partnership owned approximately 63.8% of Sasco Master. As of September 30, 2010, the Sasco Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Sasco for trading) was as follows:
September 30, 2010
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Three months ended September 30, 2010 | |
| | | | | % of Total
| | | High
| | | Low
| | | Average
| |
Market Sector | | Value at Risk | | | Capitalization | | | Value at Risk | | | Value at Risk | | | Value at Risk* | |
|
Energy | | $ | 11,194,988 | | | | 27.61 | % | | $ | 14,741,157 | | | $ | 2,149,045 | | | $ | 6,893,887 | |
| | | | | | | | | | | | | | | | | | |
Totals | | $ | 11,194,988 | | | | 27.61 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | |
* | | Average of month-end Values at Risk. |
As of September 30, 2010, Waypoint Master’s total capitalization was $39,225,958. The Partnership owned approximately 69.8% of Waypoint Master. As of September 30, 2010, the Waypoint Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Waypoint for trading) was as follows:
September 30, 2010
(Unaudited)
| | | | | | | | Three months ended September 30, 2010 | |
| | | | | | % of Total | | | High | | | Low | | | Average | |
Market Sector | | Value at Risk | | | Capitalization | | | Value at Risk | | | Value at Risk | | | Value at Risk* | |
Currencies | | $ | 7,839,656 | | | | 19.97 | % | | $ | 7,839,656 | | | $ | 633,809 | | | $ | 5,593,566 | |
Energy | | | 116,250 | | | | 0.30 | % | | | 221,000 | | | | 105,000 | | | | 147,417 | |
Interest Rates U.S. | | | 123,600 | | | | 0.32 | % | | | 284,100 | | | | 25,600 | | | | 70,800 | |
Interest Rates Non-U.S. | | | 721,867 | | | | 1.84 | % | | | 1,828,039 | | | | 245,339 | | | | 1,122,892 | |
Metals | | | 155,028 | | | | 0.40 | % | | | 189,028 | | | | 63,765 | | | | 138,019 | |
Indices | | | 1,481,417 | | | | 3.78 | % | | | 1,481,417 | | | | 126,630 | | | | 939,555 | |
| | | | | | | | | | | | | | | | | | |
Total | | $ | 10,437,818 | | | | 26.61 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | |
* | | Average of month-end Values at Risk. |
26
The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.
Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.
The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined inRules 13a-15(e) and15d-15(e) under the Exchange Act) as of September 30, 2010 and, based on that evaluation, the General Partner’s CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.
The Partnership’sinternal control over financial reportingis a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:
| | |
| • | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; |
|
| • | provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and |
|
| • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements. |
There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended September 30, 2010 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
27
PART II. OTHER INFORMATION
| |
Item 1. | Legal Proceedings. |
There are no material changes to the discussion set forth under Part I, Item 3. “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as updated by the Partership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010.
28
There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Reports ended March 31, 2010 and June 30, 2010.
| |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
For the three months ended September 30, 2010 there were additional sales to Limited Partners of 4,681.6399 Redeemable Units totaling $6,508,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.
Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options, forwards and swap contracts.
The Redeemable Units were purchased by accredited investors as defined in Regulation D. The following chart sets forth the purchases of Redeemable Units by the Partnership.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | (d) Maximum Number
| |
| | | | | | | | | | | (c) Total Number of
| | | | (or Approximate
| |
| | | | | | | | | | | Redeemable
| | | | Dollar Value) of
| |
| | | | | | | (b) Average
| | | | Units Purchased
| | | | Redeemable Units
| |
| | | (a) Total Number of
| | | | Price Paid per
| | | | as Part of
| | | | that May Yet Be
| |
| | | Redeemable
| | | | Redeemable
| | | | Publicly Announced
| | | | Purchased Under the
| |
Period | | | Units Purchased* | | | | Unit** | | | | Plans or Programs | | | | Plans or Programs | |
July 1, 2010 – July 31, 2010 | | | | 578.1025 | | | | $ | 1,365.59 | | | | | N/A | | | | | N/A | |
August 1, 2010 – August 31, 2010 | | | | 2,464.5580 | | | | $ | 1,427.32 | | | | | N/A | | | | | N/A | |
September 1, 2010 – September 30, 2010 | | | | 1,456.5365 | | | | $ | 1,450.71 | | | | | N/A | | | | | N/A | |
Total | | | | 4,499.1970 | | | | $ | 1,426.96 | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
* Generally, limited partners are permitted to redeem their Redeemable Units as of the last day of each month on 10 days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for limited partners.
** Redemptions of Redeemable Units are effected as of the last day of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions.
| |
Item 3. | Defaults Upon Senior Securities. None. |
| |
Item 4. | [Removed and Reserved]. |
| |
Item 5. | Other Information. |
As of November 1, 2010, the portion of the Partnership’s assets allocated to PGR Capital LLP and Blackwater Capital Management LLC were invested in PGR Master Fund L.P. and Blackwater Master Fund L.P., respectively.
29
| | |
3.1(a) | | Certificate of Limited Partnership dated June 30, 2003 (filed as Exhibit 3.1 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(b) | | Certificate of Amendment of the Certificate of Limited Partnership dated September 21, 2005 (filed as Exhibit 3.1(a) to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(c) | | Certificate of Amendment of the Certificate of Limited Partnership dated September 19, 2008 (filed as Exhibit 3.1(c) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
| | |
(d) | | Certificate of Amendment of the Certificate of Limited Partnership dated September 28, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 30, 2009 and incorporated herein by reference). |
| | |
(e) | | Certificate of Amendment of the Certificate of Limited Partnership dated June 30, 2010 (filed as Exhibit 3.1(e) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated herein by reference). |
| | |
3.2 | | Second Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.2 to the Current Report on Form 8-K filed on November 1, 2010 and incorporated herein by reference). |
| | |
10.1(a) | | Management Agreement among the Partnership, the General Partner and Altis (filed as Exhibit 10.1 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(b) | | Letter from the General Partner to Altis extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.1(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
| | |
10.2(a) | | Management Agreement among the Partnership, the General Partner and Fall River Capital LLC (filed as Exhibit 10.2 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(b) | | Letter from the General Partner to Fall River Capital LLC extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.2(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
| | |
10.3(a) | | Management Agreement among the Partnership, the General Partner and Waypoint Capital Management LLC (filed as Exhibit 10.4 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(b) | | Letter from the General Partner to Waypoint Capital Management LLC extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.3(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
| | |
10.4(a) | | Management Agreement among the Partnership, the General Partner and Xplor Capital Management, LLC (filed as Exhibit 10.5 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(b) | | Letter from the General Partner to Xplor Capital Management, LLC extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.4(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
| | |
10.5(a) | | Management Agreement among the Partnership the General Partner and Avant (filed as Exhibit 10.6 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(b) | | Letter from the General Partner to Avant extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.5(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
30
| | |
10.6(a) | | Management Agreement among the Partnership, the General Partner and Cantab Capital Partners LLP (filed as Exhibit 10.7 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
| | |
(b) | | Letter from the General Partner to Cantab Capital Partners LLP extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.6(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
| | |
10.7 | | Customer Agreement between the Partnership, the General Partner and CGM (filed as Exhibit 10.9 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference). |
|
10.8 | | Amended and Restated Agency Agreement between the Partnership, the General Partner, CGM and MSSB (filed as Exhibit 10.8 to the Current Report on Form 8-K filed on August 4, 2010 and incorporated herein by reference). |
| | |
10.9 | | Form of Subscription Agreement (filed as Exhibit 10.11 to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
| | |
10.10 (a) | | Management Agreement among the Partnership, the General Partner and Sasco (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 21, 2009 and incorporated herein by reference). |
| | |
(b) | | Letter from the General Partner to Sasco extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.10(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
| | |
10.11 | | Joinder Agreement among the Partnership, the General Partner, CGM and MSSB (filed as Exhibit 10 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 filed on August 14, 2009 and incorporated herein by reference). |
| | |
10.12 | | Amended and Restated Management Agreement among the Partnership, the General Partner and PGR Capital LLP (filed as Exhibit 10.12 to the Current Report on Form 8-K filed on November 4, 2010 and incorporated herein by reference). |
| | |
10.13 | | Amended and Restated Management Agreement among the Partnership, the General Partner and Blackwater Capital Management LLC (filed as Exhibit 10.13 to the Current Report on Form 8-K filed on November 4, 2010 and incorporated herein by reference). |
| | |
10.14 | | Management Agreement among the Partnership, the General Partner and J E Moody & Company LLC (filed as Exhibit 10.14 on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
| | |
10.15 | | Management Agreement among the Partnership, the General Partner and Cirrus Capital Management LLC (filed as Exhibit 10.1 on Form 8-K filed on May 5, 2010 and incorporated herein by reference). |
The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by reference
| | |
|
(a) | | 31.1 — Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) |
| | |
| | 31.2— Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer, Secretary and Director) |
| | |
| | 32.1— Section 1350 Certification (Certification of President and Director) |
| | |
| | 32.2— Section 1350 Certification (Certification of Chief Financial Officer, Secretary and Director) |
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EMERGING CTA PORTFOLIO L.P.
| | |
By: | | Ceres Managed Futures LLC (General Partner) |
| | |
By: | | /s/ Walter Davis Walter Davis President and Director |
| | |
Date: | | November 12, 2010 |
| | |
By: | | /s/ Jennifer Magro Jennifer Magro Chief Financial Officer, Secretary and Director (Principal Accounting Officer) |
| | |
Date: | | November 12, 2010 |