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 Number000-52603
WARRINGTON FUND L.P.
(Exact name of registrant as specified in its charter)
| | |
|
New York | | 20-3845577 |
|
(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)
(212) 296-1999
(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 Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | |
|
Large accelerated filer - | | Accelerated filer - | | Non-accelerated filerX (Do not check if a smaller reporting company) | | Smaller reporting company - |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes - No X
As of October 31, 2010, 234,926.1680 Limited Partnership Redeemable Units were outstanding.
WARRINGTON FUND L.P.
FORM 10-Q
INDEX
2
PART I
Item 1. Financial Statements
Warrington Fund L.P.
Statements of Financial Condition
| | | | | | | | |
| | (Unaudited) | | | | |
| | September 30, | | | December 31, | |
| | 2010 | | | 2009 | |
Assets: | | | | | | | | |
Equity in trading account: | | | | | | | | |
Cash | | $ | 100,025,215 | | | $ | 174,068,344 | |
Cash margin | | | 150,559,573 | | | | 92,436,885 | |
Options purchased, at fair value (cost $8,083,350 and $3,864,000 at September 30, 2010 and December 31, 2009, respectively) | | | 7,236,375 | | | | 3,743,250 | |
| | | | | | |
| | | 257,821,163 | | | | 270,248,479 | |
Interest receivable | | | 18,109 | | | | 2,875 | |
| | | | | | |
Total assets | | $ | 257,839,272 | | | $ | 270,251,354 | |
| | | | | | |
| | | | | | | | |
Liabilities and Partners’ Capital: | | | | | | | | |
Liabilities: | | | | | | | | |
Options premium received, at fair value (premium $12,519,913 and $7,406,575 at September 30, 2010 and December 31, 2009, respectively) | | $ | 5,783,150 | | | $ | 3,398,250 | |
Accrued expenses: | | | | | | | | |
Brokerage fees | | | 787,675 | | | | 833,916 | |
Management fees | | | 418,583 | | | | 443,177 | |
Administrative fees | | | 104,646 | | | | 110,794 | |
Other | | | 118,576 | | | | 113,088 | |
Redemptions payable | | | 7,107,990 | | | | 2,298,935 | |
| | | | | | |
Total liabilities | | | 14,320,620 | | | | 7,198,160 | |
| | | | | | |
| | | | | | | | |
Partners’ Capital: | | | | | | | | |
General Partner, 2,650.4783 and 2,437.0184 unit equivalents outstanding at September 30, 2010 and December 31, 2009, respectively | | | 2,691,137 | | | | 2,762,628 | |
Limited Partners, 237,188.0194 and 229,611.6221 Redeemable Units outstanding at September 30, 2010 and December 31, 2009, respectively | | | 240,827,515 | | | | 260,290,566 | |
| | | | | | |
Total partners’ capital | | | 243,518,652 | | | | 263,053,194 | |
| | | | | | |
Total liabilities and partners’ capital | | $ | 257,839,272 | | | $ | 270,251,354 | |
| | | | | | |
Net asset value per unit | | $ | 1,015.34 | | | $ | 1,133.61 | |
| | | | | | |
See accompanying notes to financial statements.
3
Warrington Fund L.P.
Condensed Schedule of Investments
September 30, 2010
(Unaudited)
| | | | | | | | | | | | |
| | Number of | | | | | | | % of Partners’ | |
| | Contracts | | | Fair Value | | | Capital | |
Options Purchased | | | | | | | | | | | | |
Indices | | | | | | | | | | | | |
Puts | | | 3,450 | | | $ | 7,236,375 | | | | 2.97 | % |
| | | | | | | | | | |
Total options purchased | | | | | | | 7,236,375 | | | | 2.97 | |
| | | | | | | | | | |
Options Premium Received | | | | | | | | | | | | |
Indices | | | | | | | | | | | | |
Calls | | | 3,112 | | | | (63,050 | ) | | | (0.02 | ) |
Puts | | | 16,008 | | | | (5,720,100 | ) | | | (2.35 | ) |
| | | | | | | | | | |
Total options premium received | | | | | | | (5,783,150 | ) | | | (2.37 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | |
Total fair value | | | | | | $ | 1,453,225 | | | | 0.60 | % |
| | | | | | | | | | |
See accompanying notes to financial statements.
4
Warrington Fund L.P.
Condensed Schedule of Investments
December 31, 2009
| | | | | | | | | | | | |
| | Number of | | | | | | | % of Partners’ | |
| | Contracts | | | Fair Value | | | Capital | |
Options Purchased | | | | | | | | | | | | |
Indices | | | | | | | | | | | | |
Puts | | | 966 | | | $ | 3,743,250 | | | | 1.42 | % |
| | | | | | | | | | |
Total options purchased | | | | | | | 3,743,250 | | | | 1.42 | |
| | | | | | | | | | |
Options Premium Received | | | | | | | | | | | | |
Indices | | | | | | | | | | | | |
Calls | | | 552 | | | | (34,500 | ) | | | (0.01 | ) |
Puts | | | 9,246 | | | | (3,363,750 | ) | | | (1.28 | ) |
| | | | | | | | | | |
Total options premium received | | | | | | | (3,398,250 | ) | | | (1.29 | ) |
| | | | | | | | | | |
Total fair value | | | | | | $ | 345,000 | | | | 0.13 | % |
| | | | | | | | | | |
See accompanying notes to financial statements.
5
Warrington Fund L.P.
Statements of Income and Expenses and Changes in Partners’ Capital
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Income: | | | | | | | | | | | | | | | | |
Net gains (losses) on trading of commodity interests: | | | | | | | | | | | | | | | | |
Net realized gains (losses) on closed contracts | | $ | 8,753,275 | | | $ | 2,556,090 | | | $ | (20,178,281 | ) | | $ | 32,057,469 | |
Change in net unrealized gains (losses) on open contracts | | | 1,926,400 | | | | 3,071,220 | | | | 2,002,213 | | | | 4,292,455 | |
| | | | | | | | | | | | |
Gain (loss) from trading, net | | | 10,679,675 | | | | 5,627,310 | | | | (18,176,068 | ) | | | 36,349,924 | |
Interest income | | | 67,225 | | | | 51,584 | | | | 170,633 | | | | 147,298 | |
| | | | | | | | | | | | |
Total income (loss) | | | 10,746,900 | | | | 5,678,894 | | | | (18,005,435 | ) | | | 36,497,222 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Brokerage fees including clearing fees | | | 2,627,210 | | | | 2,450,049 | | | | 8,450,172 | | | | 7,299,315 | |
Management fees | | | 1,268,577 | | | | 1,186,856 | | | | 4,034,809 | | | | 3,491,138 | |
Administrative fees | | | 317,144 | | | | 296,713 | | | | 1,008,703 | | | | 872,784 | |
Other | | | 75,128 | | | | 57,768 | | | | 227,465 | | | | 207,800 | |
| | | | | | | | | | | | |
Total expenses | | | 4,288,059 | | | | 3,991,386 | | | | 13,721,149 | | | | 11,871,037 | |
| | | | | | | | | | | | |
Net income (loss) | | | 6,458,841 | | | | 1,687,508 | | | | (31,726,584 | ) | | | 24,626,185 | |
Additions-Limited Partners | | | 7,447,000 | | | | 15,218,000 | | | | 65,022,000 | | | | 37,025,000 | |
Additions-General Partner | | | — | | | | — | | | | 250,000 | | | | — | |
Redemptions-Limited Partners | | | (20,710,415 | ) | | | (3,055,748 | ) | | | (53,079,958 | ) | | | (47,259,238 | ) |
| | | | | | | | | | | | |
Net increase (decrease) in Partners’ Capital | | | (6,804,574 | ) | | | 13,849,760 | | | | (19,534,542 | ) | | | 14,391,947 | |
Partners’ Capital, beginning of period | | | 250,323,226 | | | | 226,695,917 | | | | 263,053,194 | | | | 226,153,730 | |
| | | | | | | | | | | | |
Partners’ Capital, end of period | | $ | 243,518,652 | | | $ | 240,545,677 | | | $ | 243,518,652 | | | $ | 240,545,677 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net asset value per unit (239,838.4977 and 216,997.4670 units outstanding at September 30, 2010 and 2009, respectively) | | $ | 1,015.34 | | | $ | 1,108.52 | | | $ | 1,015.34 | | | $ | 1,108.52 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) per Redeemable Unit and General Partner unit equivalents | | $ | 25.53 | | | $ | 7.82 | | | $ | (118.27 | ) | | $ | 112.91 | |
| | | | | | | | | | | | |
Weighted average units outstanding | | | 252,023.6499 | | | | 214,387.1478 | | | | 250,751.1912 | | | | 216,623.7863 | |
| | | | | | | | | | | | |
See accompanying notes to financial statements.
6
Warrington Fund L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
Warrington Fund L.P. (the “Partnership”) is a limited partnership organized on November 28, 2005 under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts and options. The Partnership trades the stock indices sector. The Partnership commenced trading on February 21, 2006. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership privately and continuously offers up to 500,000 redeemable units of limited partnership interest (“Redeemable Units”) in the Partnership to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.
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. Morgan Stanley, indirectly through various subsidiaries, owns a majority interest in of MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker and a selling agent for the Partnership, owns a minority interest in of 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 for the Partnership are made by Warrington Advisors, LLC (the “Advisor”). In addition, Warrington Trading LLC, an affiliate of the Advisor, is a special limited partner (the “Special Limited Partner”) of the Partnership.
The General Partner and each limited partner of the Partnership (each, a “Limited Partner”) share in the profits and loss of the Partnership, after the allocation to the Special Limited Partner, 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 their capital contribution and profits, if any, net of distributions.
The Partnership’s trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on United States of America and foreign commodity exchanges. It engages in such trading through a commodity brokerage account maintained with CGM.
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 on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2009.
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
Warrington Fund L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
Changes in 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) * | | $ | 31.85 | | | $ | 14.76 | | | $ | (97.90 | ) | | $ | 133.33 | |
Interest income | | | 0.26 | | | | 0.25 | | | | 0.67 | | | | 0.68 | |
Expenses and allocation to Special Limited Partner ** | | | (6.58 | ) | | | (7.19 | ) | | | (21.04 | ) | | | (21.10 | ) |
| | | | | | | | | | | | |
Increase (decrease) for the period | | | 25.53 | | | | 7.82 | | | | (118.27 | ) | | | 112.91 | |
Net asset value per unit, beginning of period | | | 989.81 | | | | 1,100.70 | | | | 1,133.61 | | | | 995.61 | |
| | | | | | | | | | | | |
Net asset value per unit, end of period | | $ | 1,015.34 | | | $ | 1,108.52 | | | $ | 1,015.34 | | | $ | 1,108.52 | |
| | | | | | | | | | | | |
| | |
* | | Includes brokerage fees including clearing fees. |
** | | Excludes brokerage fees including 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 allocation to Special Limited Partner**** | | | (6.8 | )% | | | (6.7 | )% | | | (6.9 | )% | | | (6.9 | )% |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating expense | | | 6.9 | % | | | 6.8 | % | | | 7.0 | % | | | 7.0 | % |
Allocation to Special Limited Partner | | | — | % | | | — | % | | | — | % | | | — | % |
| | | | | | | | | | | | | | | | |
Total expenses | | | 6.9 | % | | | 6.8 | % | | | 7.0 | % | | | 7.0 | % |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total return: | | | | | | | | | | | | | | | | |
Total return before allocation to Special Limited Partner | | | 2.6 | % | | | 0.7 | % | | | (10.4 | )% | | | 11.3 | % |
Allocation to Special Limited Partner | | | — | % | | | — | % | | | — | % | | | — | % |
| | | | | | | | | | | | | | | | |
Total return after allocation to Special Limited Partner | | | 2.6 | % | | | 0.7 | % | | | (10.4 | )% | | | 11.3 | % |
| | | | | | | | | | | | | | | | |
| | |
*** | | Annualized (except allocation to Special Limited Partner, if applicable) |
|
**** | | 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 Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures contracts on the Statements of Financial Condition as the criteria under Accounting Standards Codification (“ASC”) 210, Balance Sheet, have been met.
All of the commodity interests owned by the Partnership are held for trading purposes. The average number of futures contracts traded for the three months ended September 30, 2010 and 2009 based on a monthly calculation, were 0, respectively. The average number of futures contracts traded for the nine months ended September 30, 2010 and 2009 based on a monthly calculation, were 123 and 0, respectively. The average number of option contracts traded for the three months ended September 30, 2010 and 2009 based on a monthly calculation, were 12,354 and 15,254, respectively. The average number of option contracts traded for the nine months ended September 30, 2010 and 2009 based on a monthly calculation, were 14,127 and 11,857, 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.
8
Warrington Fund L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
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 option contracts as separate assets and liabilities as of September 30, 2010 and December 31, 2009.
| | | | |
| | September 30, 2010 | |
Assets | | | | |
Options Purchased | | | | |
Indices | | $ | 7,236,375 | |
| | | |
Options purchased | | $ | 7,236,375 | * |
| | | |
| | | | |
Liabilities | | | | |
Options Premium Received | | | | |
Indices | | $ | (5,783,150 | ) |
| | | |
Options premium received | | $ | (5,783,150 | )** |
| | | |
| | | | |
| | December 31, | |
| | 2009 | |
Assets | | | | |
Options Purchased | | | | |
Indices | | $ | 3,743,250 | |
| | | |
Total options purchased | | $ | 3,743,250 | * |
| | | |
| | | | |
Liabilities | | | | |
Options Premium Received | | | | |
Indices | | $ | (3,398,250 | ) |
| | | |
Total options premium received | | $ | (3,398,250 | )** |
| | | |
| | |
* | | This amount is in “Options purchased, at fair value” on the Statements of Financial Condition. |
|
** | | This amount is in “Options premium received, at fair value” on the Statements of Financial Condition. |
The following table indicates the trading gains and losses, by market sector, on derivative instruments 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 | |
Indices | | $ | 10,679,675 | | | $ | 5,627,310 | | | $ | (18,176,068 | ) | | $ | 36,349,924 | |
| | | | | | | | | | | | |
Total | | $ | 10,679,675 | *** | | $ | 5,627,310 | *** | | $ | (18,176,068 | )*** | | $ | 36,349,924 | *** |
| | | | | | | | | | | | |
| | |
*** | | This amount is in “Gain (loss) from trading, net” on the Statements of Income and Expenses and Changes in Partners’ Capital. |
9
Warrington Fund L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
4. | | Fair Value Measurements: |
Partnership’s Investments.All commodity interests (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 Fair Value Measurements.The Partnership 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 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 adopted amendments to ASC 820, which reaffirm 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 1 assets and liabilities. The adoption of the amendments to ASC 820 had no effect on the Partnership’s Financial Statements.
The Partnership considers prices for exchange-traded commodity futures and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of forwards and certain options contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2). As of and for the periods ended September 30, 2010 and December 31, 2009, the Partnership did not hold any derivative instruments for which market quotations were not readily available and which were priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2) or that were 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 | |
| | 9/30/2010 | | | Assets (Level 1) | | | (Level 2) | | | Inputs (Level 3) | |
Assets | | | | | | | | | | | | | | | | |
Options purchased | | $ | 7,236,375 | | | $ | 7,236,375 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Total assets | | $ | 7,236,375 | | | $ | 7,236,375 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Options premium received | | $ | 5,783,150 | | | $ | 5,783,150 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | |
Total liabilities | | | 5,783,150 | | | | 5,783,150 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total fair value | | $ | 1,453,225 | | | $ | 1,453,225 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | Quoted Prices in | | | | | | | |
| | | | | | Active Markets | | | Significant Other | | | Significant | |
| | | | | | for Identical | | | Observable Inputs | | | Unobservable | |
| | 12/31/2009 | | | Assets (Level 1) | | | (Level 2) | | | Inputs (Level 3) | |
Assets | | | | | | | | | | | | | | | | |
Options purchased | | $ | 3,743,250 | | | $ | 3,743,250 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Total assets | | $ | 3,743,250 | | | $ | 3,743,250 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Options premium received | | $ | 3,398,250 | | | $ | 3,398,250 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
Total liabilities | | | 3,398,250 | | | | 3,398,250 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total fair value | | $ | 345,000 | | | $ | 345,000 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | |
10
Warrington Fund L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
5. | | Financial Instrument Risks: |
In the normal course of its business, the Partnership is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include futures and options, 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 on 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 option contracts. OTC contracts are negotiated between contracting parties and include certain options. 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 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 is exposed to market risk equal to the value of futures 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 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 risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership has credit risk and concentration risk as the sole counterparty or broker with respect to the Partnership’s 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 counterparty is an exchange or clearing organization.
As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership 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 does not consider these contracts to be guarantees as described in ASC 460, Guarantees.
The General Partner monitors and attempts to control the Partnership’s 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 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, online monitoring systems provide account analysis of futures 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 business, these instruments may not be held to maturity.
6. | | 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.
11
Warrington Fund L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
Partnership’s Investments.All commodity interests (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 Fair Value Measurements.The Partnership 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 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 considers prices for exchange-traded commodity futures and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of forwards and certain options contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2). As of and for the periods ended September 30, 2010 and December 31, 2009, the Partnership did not hold any derivative instruments that were priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2) or that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
Options.The Partnership may purchase and write (sell), both exchange listed and over-the-counter, 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 writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership purchases 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 Partners’ 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 are 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 Financial Accounting Standards Board (“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.
12
Warrington Fund L.P.
Notes to Financial Statements
September 30, 2010
(Unaudited)
In February 2010, the FASB issued Accounting Standards Update No. 2010-09 (“ASU 2010-09”), “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 and General Partner Unit Equivalents is calculated in accordance with investment company guidance. See Note 2, “Financial Highlights”.
7. 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.
13
| | |
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 only assets are its equity in its trading account, consisting of cash, options contracts owned and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a substantial decrease in liquidity, no such illiquidity occurred in the third quarter of 2010.
The Partnership’s capital consists of capital contributions of its partners, as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, additions and redemptions of Redeemable Units and distributions of profits, if any.
For the nine months ended September 30, 2010, Partnership capital decreased approximately 7.4% from $263,053,194 to $243,518,652. This decrease was attributable to the net loss from operations of $31,726,584, coupled with the redemption of 50,582.9948 Redeemable Units totaling $53,079,958, which was partially offset by the additional sales of 58,159.3921 Redeemable Units totaling $65,022,000 and 213.4599 General Partner unit equivalents totaling $250,000. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.
Critical Accounting Policies
Partnership’s Investments.All commodity interests (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 Fair Value Measurements.The Partnership 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 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 considers prices for exchange-traded commodity futures and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of forwards and certain options contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2). As of and for the periods ended September 30, 2010 and December 31, 2009, the Partnership did not hold any derivative instruments for which market quotations were not readily available and which were priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2) or that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
Options.The Partnership may purchase and write (sell), both exchange listed and over-the-counter, 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 writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership purchases 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 Partners’ Capital.
14
Results of Operations
During the Partnership’s third quarter of 2010, the net asset value per unit increased 2.6% from $989.81 to $1,015.34 as compared to an increase of 0.7% 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 $10,679,675. Gains were primarily attributable to the trading of commodity futures in the S&P 500 Index futures, and were partially offset by losses in the S&P 500 Index Calls and the S&P 500 Index Puts. The Partnership experienced a net trading gain before brokerage fees and related fees in the third quarter of 2009 of $5,627,310. Gains were primarily attributable to the trading of commodity futures in the S&P 500 Index futures, the S&P 500 Index Calls and the S&P 500 Index Puts.
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 also disappointed. As the quarter come 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 realized for the quarter primarily in August.
After a strong rally in July, the S&P 500 index immediately ran up against resistance in the 1125 area. The Partnership was positioned to take advantage of a bearish move in the index against the previous trend and captured profits in ratio put spreads as prices dropped. After a few days of unsuccessful attempts to break though the 1125 resistance level, the S&P futures dramatically declined 4.8% in just two days. The Partnership realized profits in a steadily declining stock market as the S&P futures declined by 7.9% from high to low during the month.
During the Partnership’s nine months ended September 30, 2010, the net asset value per unit decreased 10.4% from $1,133.61 to $1,015.34 as compared to an increase of 11.3% for the nine months ended September 30, 2009. The Partnership experienced a net trading loss before brokerage fees and related fees in the nine months ended September 30, 2010 of $18,176,068. Losses were primarily attributable to the trading of commodity futures in the S&P 500 Index Calls and the S&P 500 Index Puts and were partially offset by gains in the S&P 500 Index futures. The Partnership experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2009 of $36,349,924. Gains were primarily attributable to the trading of commodity futures in the S&P 500 Index futures, the S&P 500 Index Calls and the S&P 500 Index Puts.
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 potential profit or loss. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisor 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 Advisor is able to identify them, the Partnership expects to increase capital through operations.
Interest income on 80% of the Partnership’s daily average equity maintained in cash was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Partnership’s assets in cash and/or place up to all of the Partnership’s assets in 90-day U.S. Treasury bills and pay the Partnership 80% of the interest earned on the U.S. Treasury bills purchased. Twenty percent of the interest earned on U.S. Treasury bills purchased may be retained by CGM and/or credited to the General Partner. Interest income for the three and nine months ended September 30, 2010 increased by $15,641 and $23,335, respectively, as compared to the corresponding periods in 2009. The increase in interest income is due to higher average daily equity maintained in cash 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 depends on the average daily equity in the Partnership’s account and upon interest rates over which neither the Partnership nor CGM has control.
15
Brokerage fees are calculated on the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage fees for the three and nine months ended September 30, 2010 increased by $177,161 and $1,150,857, respectively, as compared to the corresponding periods in 2009. The increase in brokerage 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 net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for three and nine months ended September 30, 2010 increased by $81,721 and $543,671, 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 calculated as a percentage of the Partnership’s net asset value as of the end 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 $20,431 and $135,919, 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.
Special Limited Partner profit share allocations (incentive fees) are based on the new trading profits earned by the Advisor on behalf of the Partnership, at the end of the quarter, as defined in the advisory agreements among the Partnership, the General Partner and the Advisor. There were no profit share allocations earned for the three and nine months ended September 30, 2010 and 2009, respectively. The Special Limited Partner will not receive a profit share allocation until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership.
In allocating the assets of the Partnership to the Advisor, the General Partner considered the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the Advisor at any time.
16
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Partnership’s 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 open positions and, consequently, in its earnings and cash balance. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which the Partnership trades.
The Partnership rapidly acquires and liquidates 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 past performance is not necessarily indicative of its future results.
Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership 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 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 losses in any market sector will be limited to Value at Risk or by the Partnership’s attempts to manage its market risk.
Exchange maintenance margin requirements have been used by the Partnership as the measure of its 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 any one-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.
17
Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2010 and the highest, lowest and average values during the three months ended September 30, 2010. All open positions trading risk exposures of the Partnership 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 Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2009. As of September 30, 2010, the Partnership’s total capital was $243,518,652.
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* |
|
Indices | | $ | 121,610,238 | | | | 49.94 | % | | $ | 123,266,652 | | | $ | 1,694,925 | | | $ | 53,981,285 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | $ | 121,610,238 | | | | 49.94 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | |
* | | Average of month-end Values at Risk |
18
Item 4. Controls and Procedures
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 in Rules 13a-15(e) and 15d-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.
19
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 Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010.
Item 1A. Risk Factors
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 June 30, 2010.
20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
For the three months ended September 30, 2010, there were additional sales of 7,461.1362 Redeemable Units totaling $7,447,000. 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. The Redeemable Units were purchased by accredited investors as defined in Regulation D.
Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts and options.
The following chart sets forth the purchases of Redeemable Units by the Partnership.
| | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | (d) Maximum Number | |
| | | | | | | | | | | | | | (c) Total Number | | | (or Approximate | |
| | | | | | | | | | | | | | of Shares (or | | | Dollar Value) of Shares | |
| | | | (a) Total Number | | | (b) Average | | | Redeemable Units) | | | (or Redeemable Units) | |
| | | | of Shares | | | Price Paid per | | | Purchased as Part | | | that May Yet Be | |
| | | | (or Redeemable | | | Share (or | | | of Publicly Announced | | | Purchased Under the | |
| Period | | | Units) Purchased* | | | Redeemable Unit)** | | | Plans or Programs | | | Plans or Programs | |
| July 1, 2010 – July 31, 2010 | | | | 3,682.6083 | | | | | $985.16 | | | | | N/A | | | | | N/A | | |
| August 1, 2010 – August 31, 2010 | | | | 9,838.9840 | | | | $ | 1,013.77 | | | | | N/A | | | | | N/A | | |
| September 1, 2010 – September 30, 2010 | | | | 7,000.6006 | | | | $ | 1,015.34 | | | | | N/A | | | | | N/A | | |
| Total | | | | 20,522.1929 | | | | $ | 1,009.17 | | | | | | | | | | | | |
|
| | |
* | | 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 – None
21
Item 6. Exhibits
| | | | |
|
3.1 | | (a) | | Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York on November 21, 2005 (filed as Exhibit 3.1 to general form for registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference). |
| | | | |
| | (b) | | Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.1(b) to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
| | | | |
| | (c) | | Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, 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). |
| | | | |
| | (d) | | Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of New York, dated June 29, 2010 (filed as Exhibit 3.1(d) to the Form 8-K filed on July 2, 2010 and incorporated herein by reference). |
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3.2 | | (a) | | Second Amended and Restated Limited Partnership Agreement, dated June 30, 2009 (filed as Exhibit 3.2 to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
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| | (b) | | Third Amended and Restated Limited Partnership Agreement, dated December 21, 2009 (filed as Exhibit 3.2 to the current report on Form 8-K filed on December 21, 2009 and incorporated herein by reference). |
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10.1 | | (a) | | Management Agreement among the Partnership, the General Partner and Warrington, dated December 31, 2005 (filed as Exhibit 10.1 to the general form for registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference). |
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| | (b) | | Letter from the General Partner to Warrington extending Management Agreement for 2009 (filed as Exhibit 10.1(b) to the annual report on Form 10-K filed on March 31, 2010 and incorporated herein by reference). |
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10.2 | | | | Customer Agreement between the Partnership, the General Partner and CGM, dated February 17, 2005 (filed as Exhibit 10.2 to the general form for registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference). |
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10.3 | | | | Amended and Restated Agency Agreement between the Partnership, the General Partner and CGM, dated April 26, 2007 (filed as Exhibit 10.3 to the general form for registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference). |
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10.4 | | | | Selling Agreement between the Partnership, the General Partner, CGM and Credit Suisse Securities (USA) LLC, dated September 30, 2008 (filed as Exhibit 10.4 to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
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10.5 | | | | Form of Subscription Agreement (filed as Exhibit 10.5 to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
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10.6 | | | | Form of Third Party Subscription Agreement (filed as Exhibit 10.6 to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
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10.9 | | | | Joinder Agreement among the Partnership, the General Partner, CGM and Morgan Stanley Smith Barney LLC, dated June 1, 2009 (filed as Exhibit 10 to the quarterly report on Form 10-Q filed on August 14, 2009 and incorporated herein by reference). |
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10.10 | | | | Escrow Agreement among the Partnership, the General Partner, CGM and JPMorgan Chase Bank, N.A., dated December 23, 2005 (filed as Exhibit 10.9 to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
31.1 | | Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director). |
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31.2 | | Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer, Secretary and Director). |
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32.1 | | Section 1350 Certification (Certification of President and Director). |
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32.2 | | Section 1350 Certification (Certification of Chief Financial Officer, Secretary and Director). |
22
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.
WARRINGTON FUND L.P.
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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 | | |