2. SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Notes to Financial Statements | ' |
Method of Reporting | ' |
| A. | Method of Reporting | | | | | | | |
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| The Partnership’s financial statements are prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income (loss) and expenses during the reporting period. Actual results could differ from these estimates. | | | | | | | | |
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| Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), referred to as ASC or the Codification, is the single source of U.S. GAAP. | | | | | | | | |
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| The Partnership has elected not to provide a statement of cash flows as permitted under ASC Topic 230, Statement of Cash Flows. | | | | | | | | |
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Cash and Cash Equivalents | ' |
| B. | Cash and Cash Equivalents | | | | | | | |
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| The Partnership has defined cash and cash equivalents as cash and short-term, highly liquid investments with maturities of three months or less when acquired. Money market mutual funds, which are included in cash equivalents, are classified as Level 1 fair value estimates (unadjusted quoted prices in active markets for identical assets) under the fair value hierarchy provisions as described in ASC Topic 820, Fair Value Measurement. At December 31, 2013 and 2012, the Partnership had investments in money market mutual funds of $9,774,207 and $12,216,656, respectively. Interest received on cash deposits and dividends received from money market mutual funds are included as interest income and recognized on an accrual basis. | | | | | | | | |
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Due from Brokers | ' |
| C. | Due from Brokers | | | | | | | |
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| Due from brokers represents deposits required to meet margin requirements and excess funds not required for margin. Due from brokers at December 31, 2013 and 2012 consisted of cash on deposit with the brokers of $1,845,048 and $2,807,458, respectively. The Partnership is subject to credit risk to the extent any broker with whom the Partnership conducts business is unable to deliver cash balances or securities, or clear securities transactions on the Partnership’s behalf. The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is remote. Interest income is recognized on an accrual basis. | | | | | | | | |
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Investments in Futures Contracts | ' |
| D. | Investments in Futures and Forward Currency Contracts | | | | | | | |
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| Investments in futures and forward currency contracts are recorded on the trade date and open contracts are stated in the financial statements at their fair value on the last business day of the reporting period. The fair value of futures contracts is determined based on quoted market prices, and accordingly such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurement. The fair value of forward currency (non-exchange traded) contracts is determined based on the interpolation of mid spot rates and forward points, as provided by a leading data provider. Such valuation technique for forward currency contracts represents both a market approach and an income approach to fair value measurements, and accordingly, forward currency contracts are categorized as Level 2 fair value estimates under ASC Topic 820. Gains or losses are realized when contracts are liquidated, on a first-in-first-out basis. Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized gains on closed contracts” in the Statements of Income (Loss). | | | | | | | | |
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| As each broker has the right of offset, the Partnership presents the aggregate net unrealized gains with such brokers as “Net unrealized gains on open contracts” and the aggregate net unrealized losses with such brokers as “Net unrealized losses on open contracts” in the Statements of Financial Condition. The net unrealized gains on open contracts with one broker are not offset against net unrealized losses on open contracts from another broker in the Statements of Financial Condition (see Note 4., Derivative Instruments, for disclosures about offsetting derivative assets and liabilities). | | | | | | | | |
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| Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss) under the caption “Change in net unrealized gains (losses) on open contracts”. | | | | | | | | |
Brokerage Commissions | ' |
| E. | Brokerage Commissions | | | | | | | |
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| The Class A limited partners pay to the General Partner a flat brokerage commission of 4.0% annually of the net asset value of the Class A limited partners’ capital as of the beginning of each month. Class B limited partners pay to the General Partner a flat brokerage commission equal to the following percentages of each Series’ applicable net asset value: Series 1 – 3%, Series 2 – 6%, and Series 3 – 5%. From these amounts, the General Partner paid (1) actual trading commissions incurred by the Partnership of $247,178 and $148,643 for the years ended December 31, 2013 and 2012, respectively, and (2) 3.0% to properly registered selling agents as their ongoing compensation for servicing Class B limited partners (and to the extent the amount is less than 3%, the brokerage commissions with respect to such Class B limited partnership interests will be reduced accordingly). Approximately 35% to 45% of the actual trading commissions incurred by the Partnership is remitted by the brokers to an Introducing Broker affiliated with Bridgeton. | | | | | | | | |
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| Brokerage commissions charged to each Class or Series of class were as follows for the years ended December 31: | | | | | | | | |
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| | | 2013 | | | 2012 | |
| Class A | | $ | 498,031 | | | $ | 601,742 | |
| Class B – Series 1 | | | 46,278 | | | | 46,131 | |
| Class B – Series 2 | | | 5,065 | | | | 13,782 | |
| Class B – Series 3 | | | 2,152 | | | | 2,234 | |
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| Total | | | | | | | | |
| | | $ | 551,526 | | | $ | 663,889 | |
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| As of December 31, 2013 and 2012, $17,557 and $28,963, respectively, were due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership. The Partnership's reimbursement of brokerage commissions due from the General Partner at December 31, 2012 has been offset with management fees due to the General Partner, resulting in the net amount of $19,980 due to General Partner (see Note 2.H.). | | | | | | | | |
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Allocation of Income (Loss) | ' |
| F. | Allocation of Income (Loss) | | | | | | | |
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| Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, except Class or Series specific brokerage commission charges, are allocated to the partners monthly in proportion to their capital account balances, as defined in the Agreement. Class and/or Series specific commission charges are allocated monthly to the partners of the respective Class and/or Series in proportion to their respective capital account balances within the Class and/or Series. | | | | | | | | |
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Incentive Fees | ' |
| G. | Incentive Fees | | | | | | | |
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Pursuant to the Trading Advisory Agreements with Willowbridge (“Willowbridge Agreement”), QIM (“QIM Agreement”), DPT (“DPT Agreement”), PJM (“PJM Agreement”), 3D Capital (“3D Capital Agreement”), and Revolution (“Revolution Agreement”), the Trading Advisors are entitled to an incentive fee based on the New Profits, the New Net Profits, the New Trading Profits, or the New Net Total Return, as defined in the applicable Trading Advisory Agreements, of the Partnership’s trading assets allocated to the respective Trading Advisor. The Trading Advisors earn such incentive fees on a quarterly basis, except for 3D Capital; 3D Capital is entitled to a monthly incentive fee. | | | | | | | | | |
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Willowbridge is entitled to a quarterly incentive fee of 25% of any New Profits, as defined in the Willowbridge Agreement. The term “New Profits” for the purpose of calculating Willowbridge’s incentive fee only, is defined as the excess (if any) of (A) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of any calendar quarter (before deduction of incentive fees paid or accrued for such quarter), over (B) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of the most recent quarter for which an incentive fee was paid or payable (after deduction of such incentive fee). In computing New Profits, the difference between (A) and (B) above shall be (i) increased by the amount of any distributions or redemptions paid or accrued by the Partnership as of or subsequent to the date in (B) through the date in (A), (ii) adjusted (either decreased or increased, as the case may be) to reflect the amount of any additional allocations or negative reallocations of Partnership assets from the date in (B) to the last day of the quarter as of which the current incentive fee calculation is made, and (iii) increased by the amount of any losses attributable to redemptions. | | | | | | | | | |
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QIM is entitled to a quarterly incentive fee of 30% of any New Net Profits (as defined in the QIM Agreement) in the Partnership’s account as of each calendar quarter end. “New Net Profits”, for the purpose of calculating QIM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to QIM. The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions). In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are Net New Profits to offset such losses. | | | | | | | | | |
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DPT was entitled to a quarterly incentive fee of 10% of any New Trading Profits (as defined in the DPT Agreement) in the Partnership’s account as of each calendar quarter end. “New Trading Profits”, for the purpose of calculating DPT’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to DPT. The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions). In the event of any subsequent losses, the quarterly incentive fees were not be charged until there were New Trading Profits to offset such losses. |
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PJM was entitled to a quarterly incentive fee of 20% of any New Trading Profits (as defined in the PJM Agreement) in the Partnership’s account as of each calendar quarter end. “New Trading Profits”, for the purpose of calculating PJM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to PJM. The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions). In the event of any subsequent losses, the quarterly incentive fees were not be charged until there were New Trading Profits to offset such losses. |
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3D Capital traded allocated assets pursuant to two separate trading programs. 3D Capital was entitled to a monthly incentive fee of 15% of any New Net Profits (as defined in the 3D Capital Agreement) in the Partnership’s account for the respective trading program as of each calendar month end. “New Net Profits,” for the purpose of calculating 3D Capital’s incentive fee, is defined as 1) all realized gains and losses; plus 2) the change in value of open positions during the month; plus 3) interest earned in any account; minus 4) all commissions, transaction and other expenses incurred during the period, including the management fees and accounting fees. If New Net Profits for a month were negative, no incentive fee was generated and the negative amount constituted a “carryforward loss” for the beginning of the next month and was added to any carryforward loss since the last incentive fee was earned. 3D Capital did not earn additional incentive fees until New Net Profits generated since the last incentive fee was earned exceed the aggregate carryforward loss recognized since the last incentive fee was earned. The effect of this calculation prevented 3D Capital from earning incentive fees on the recoupment of prior losses. |
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Revolution is entitled to a quarterly incentive fee of 20% of any New Net Total Return (as defined in the Revolution Agreement) in the Partnership’s account as of each calendar quarter end. “New Net Total Return”, for the purpose of calculating Revolution’s incentive fee, is computed using the formula: (1) the net of realized profits and loss during the period, plus (2) the change in unrealized profit and loss on open positions during the period, plus (3) accrued interest income, minus (4) all brokerage commissions, transaction fees, management fees and other charges incurred during the period and minus (5) cumulative net loss, if any, carried over from previous periods. Cumulative net loss shall be computed by totaling all net profit in each period (quarter or month) in which there was such a profit and subtracting from it all net loss in each period (quarter or month) in which there was such a loss, provided that the full cumulative net loss shall not be carried over where a withdrawal has occurred. Instead, a portion of the loss (calculated by dividing the withdrawn amount by the total under management and multiplying the result by the cumulative net loss) attributable to the withdrawn amount shall first be subtracted from the cumulative net loss. |
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There were no incentive fees earned by DPT or PJM for the years ended December 31, 2013 and 2012. Incentive fees earned by Willowbridge totaled $319,982 and $0 for the years ended December 31, 2013 and 2012, respectively. Incentive fees earned by QIM totaled $0 and $230,711 for the years ended December 31, 2013 and 2012, respectively. Incentive fees earned by Revolution totaled $32,329 for the year ended December 31, 2013. As of December 31, 2013, $32,329 was due to Revolution. Incentive fees earned by 3D Capital totaled $9,999 for the year ended December 31, 2013. |
Management Fees | ' |
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| H. | Management Fees | | | | | | | |
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The General Partner charges a management fee each beginning of month at 1/12 of 1% of the Partnership’s net assets (as defined in the Agreement) as of the beginning of the respective month. For the years ended December 31, 2013 and 2012, such fees amounted to $141,080 and $168,405, respectively. |
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At December 31, 2012, $48,943 in management fees was due to the General Partner. Such due to the General Partner amount is reported net of brokerage commissions reimbursement due to the Partnership at December 31, 2012 (see Note 2.E.). |
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In addition to the management fee paid to the General Partner, the Partnership pays to Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year) of the Partnership’s trading assets allocated to Willowbridge. These fees amounted to $81,807 and $70,174 in 2013 and 2012, respectively. As of December 31, 2013 and 2012, $17,622 and $18,173, respectively, were due to Willowbridge. The Partnership paid PJM a monthly trading advisor management fee of 0.166% (2% per year) of the Partnership’s trading assets allocated to PJM. These fees amounted to $22,602 and $68,621 in 2013 and 2012, respectively. As of December 31, 2013 and 2012, $0 and $4,236, respectively, were due to PJM. The Partnership paid DPT a monthly trading advisor management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to DPT. These fees amounted to $1,130 and $15,199 in 2013 and 2012, respectively. As of December 31, 2013 and 2012, $0 and $1,137, respectively, were due to DPT. The Partnership pays 3D Capital a monthly trading advisor management fee of 0.125% (1.5% per year) of the Partnership’s trading assets allocated to 3D Capital. These fees amounted to $18,572 for the year ended December 31, 2013. As of December 31, 2013, $1,739 was due to 3D Capital. The Partnership pays Revolution a monthly trading advisor management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to Revolution. These fees amounted to $6,713 for the year ended December 31, 2013. As of December 31, 2013, $3,380 was due to Revolution. QIM is not paid a trading advisor management fee. The aggregate trading assets allocated to the Trading Advisors may exceed the net asset value of the Partnership, and accordingly management fees may exceed that which would be assessed based on net asset value. |
Income Taxes | ' |
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| I. | Income Taxes | | | | | | | |
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No provision for income taxes has been provided in the accompanying financial statements as each partner is individually liable for taxes, if any, on his or her share of the Partnership’s profits. |
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The Partnership applies the provisions of Codification Topics 740, Income Taxes, which prescribe the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. This accounting standard 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” of being 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 an expense in the current year. The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense. The General Partner has concluded there is no tax expense or interest expense related to uncertainties in income tax positions for the years ended December 31, 2013 and 2012. |
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The Partnership files U.S. federal and state tax returns. The 2010 through 2013 tax years generally remain subject to examination by U.S. federal and most state authorities. |
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Subscriptions | ' |
| J. | Subscriptions | | | | | | | |
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Partnership units may be purchased on the first day of each month at the net asset value per unit determined on the last business day of the previous month. Partners’ contributions received in advance for subscriptions are recorded as prepaid subscriptions in the Statements of Financial Condition. | | | | | | | | | |
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Redemptions | ' |
| K. | Redemptions | | | | | | | |
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Limited partners may redeem some or all of their units at net asset value per unit as of the last business day of each month with at least ten days written notice to the General Partner. | | | | | | | | | |
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Foreign Currency Transactions | ' |
| L. | Foreign Currency Transactions | | | | | | | |
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The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the respective Statement of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Realized gains resulting from the translation to U.S. dollars totaled $3,559 and $8,688 for the years ended December 31, 2013 and 2012, respectively, and are reported as a component of “Net realized gains on closed contracts” in the Statements of Income (Loss). | | | | | | | | | |
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Recently Issued Accounting Pronouncements | ' |
| M. | Recently Issued Accounting Pronouncements | | | | | | | |
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In December 2011, the FASB issued Accounting Standards Update No. 2011-11 (“ASU 2011-11”), entitled Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 enhances current disclosures about financial instruments and derivative instruments that are either offset on the statement of financial condition or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial condition. Entities are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared on the basis of U.S. GAAP and financial statements prepared in accordance with International Financial Reporting Standards. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. | | | | | | | | | |
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In January 2013, the FASB issued Accounting Standards Update No. 2013-01, (“ASU 2013-01”) entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which highlights the scope of transactions that are subject to the disclosures about offsetting. The standard clarifies that ordinary trade receivables and payables are not in the scope of ASU 2011-11, discussed above, but applies only to derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the Codification or subject to a master netting arrangement or similar agreement. The standard will enable users of financial statements to understand the effect that offsetting and related arrangements have on an entity’s financial position. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, with required disclosures, presented retrospectively, for all comparative periods presented. | | | | | | | | | |
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The Partnership’s adoption of ASU 2011-11 and ASU 2013-01 had no material impact on the Partnership’s financial statements. See Note 4. Derivative Instruments for disclosures required pursuant to the Partnership’s adoption of ASU 2011-11 and ASU 2013-01. |
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In June 2013, the FASB issued Accounting Standards Update No. 2013-08 (“ASU 2013-08”), entitled Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements. ASU 2013-08 changes the approach to assessing whether an entity is an investment company, clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company. In addition, ASU 2013-08 requires non-controlling ownership interests in other investment companies to be measured at fair value and requires additional disclosures about the investment company’s status as an investment company. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. The Partnership is currently evaluating the impact ASU 2013-08 will have; however, no material impact on the Partnership’s financial statements is anticipated. | | | | | | | | | |
Indemnifications | ' |
| N. | Indemnifications | | | | | | | |
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The Partnership has entered into agreements which provide for the indemnifications against losses, costs, claims and liabilities arising from the performance of its obligations under such agreements, except for gross negligence or bad faith. The Partnership’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership generally expects the risk of loss from indemnification claims in the future to be remote. | | | | | | | | | |
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