SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from to
Commission file number 333-52543
Tudor Fund For Employees L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3543779 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) | |
| 1275 King Street, Greenwich, Connecticut | 06831 | |
| (Address of principal executive offices) | (Zip code) | |
Registrants telephone number, including area code (203) 863-6700
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
N/A
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.
Not Applicable
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statements; and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Partnerships Registration Statement on Form S-1, File No. 333-52543, dated June 9, 1998 (the Registration Statement)(Certain Exhibits are incorporated by reference in Part IV)
Prospectus Supplement, dated May 18, 1999 (Part I and Part II)
Post-Effective Amendment No. 1 to the Registration Statement, filed May 27, 1999 (Certain Exhibits are incorporated by reference in Part IV)
Prospectus, dated June 18, 1999 (Part I and Part II)
Prospectus Supplement, dated March 21, 2000 (Part I and Part II)
Post-Effective Amendment No. 2 to the Registration Statement, filed May 25, 2000 (Certain Exhibits are incorporated by reference in Part IV)
Prospectus, dated June 15, 2000 (Part I and Part II)
Prospectus Supplement, dated March 9, 2001 (Part I and Part II)
Post-Effective Amendment No. 3 to the Registration Statement, filed May 17, 2001 (Certain Exhibits are incorporated by reference in Part IV)
Prospectus, dated June 14, 2001 (Part I and Part II)
Prospectus Supplement, dated March 8, 2002 (Part I and Part II)
Post-Effective Amendment No. 4 to the Registration Statement, filed May 14, 2002 (Certain Exhibits are incorporated by reference in Part IV)
Prospectus, dated June 14, 2002 (Part I and Part II)
Prospectus Supplement, dated March 21, 2003 (Part I and Part II)
Post-Effective Amendment No. 5 to the Registration Statement, filed May 21, 2003 (Certain Exhibits are incorporated by reference in Part IV)
Prospectus, dated June 9, 2003 (Part I and Part II)
Prospectus Supplement, dated March 24, 2004 (Part I and Part II)
2003 FORM 10-K
TABLE OF CONTENTS
| Page | ||||
| PART I | ||||
| Item 1. |
3 | |||
| Item 2. |
6 | |||
| Item 3. |
6 | |||
| Item 4. |
6 | |||
| PART II | ||||
| Item 5. |
Market for Registrants Units and Related Unit Holder Matters |
7 | ||
| Item 6. |
7 | |||
| Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
8 | ||
| Item 7A. |
11 | |||
| Item 8. |
14 | |||
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
14 | ||
| Item 9A. |
14 | |||
| PART III | ||||
| Item 10. |
15 | |||
| Item 11. |
16 | |||
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Unit Holder Matters |
16 | ||
| Item 13. |
17 | |||
| Item 14. |
17 | |||
| PART IV | ||||
| Item 15. |
Exhibits, Financial Statement Schedules and Reports on Form 8-K |
17 | ||
Forward Looking Statements
The Partnership has included in this Form 10-K filing, and from time to time its management may make, statements which may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only the Partnerships beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Partnerships or its managements control. Statements preceded by, followed by, or that include the words expect, will, may, could, intend, anticipate, believe, plans, estimates, predicts, potential, continue, and should, involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or those of the industry in which the Partnership operates, to be materially different from any expected future results, performance or achievements expressed or implied in these forward-looking statements. It is possible that actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the Partnerships specific forward-looking statements include:
| | a decline in general economic conditions; |
| | a decline in liquidity in global markets generally or certain sectors and instruments within such markets; |
| | material changes in government regulations relating to contracts, instruments, or participants in various markets in which the Partnership is active; |
| | reduced availability of credit and other forms of leverage from counterparties, banks, and dealers in various markets in which the Partnership is active; |
| | increased volatility in the capital markets; and |
| | default by counterparties. |
2
(a) GENERAL DEVELOPMENT OF BUSINESS.
Tudor Fund For Employees L.P., a Delaware limited partnership (the Partnership), was formed on November 22, 1989. The business and objective of the Partnership is to generate appreciation of its assets through speculative trading of futures, forwards, option contracts, swaps and other derivative instruments, including commodity interests (collectively, derivatives). Only employees of Tudor Investment Corporation (TIC) or its affiliates, and certain employee benefit plans of TIC or its affiliates, are eligible to become limited partners (each such owner a Limited Partner) of the Partnership. TIC is primarily engaged in the business of providing trading advisory services to customers and affiliates with respect to commodity and security interests traded in the United States and international markets.
Second Management LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner and together with the Limited Partners, the Partners), is responsible for selecting and monitoring the commodity trading advisors and brokers used by the Partnership and for performing all administrative services necessary to the Partnerships operations. The General Partners main business office is located at 1275 King Street, Greenwich, Connecticut 06831, telephone (203) 863-6700, facsimile (203) 863-8600.
In connection with a public offering of 10,000 units of Limited Partnership Interest (LP Units) (together with units of General Partnership Interest issued to the General Partner (GP Units)), an S-1 Registration Statement was filed with the Securities and Exchange Commission on June 20, 1990. Beginning on June 22, 1990, the Partnership solicited initial subscriptions for LP Units at an offering price of $1,000 per LP Unit, with a minimum subscription of $1,000. At the initial closing held on July 2, 1990, the Partnership sold a total of 421 LP Units for an aggregate capital contribution of $421,000 and 400 GP Units for an aggregate capital contribution of $400,000 and commenced trading activities. The Partnership registered an additional 10,000 LP Units pursuant to an S-1 Registration Statement (the Registration Statement) that became effective on June 9, 1998.
LP Units are offered for sale on a continuous basis (the Continuing Offering) at quarterly closings at a purchase price equal to 100% of the Net Asset Value per LP Unit as of the opening of business on the first business day of the month in which the General Partner accepts the subscription. The minimum subscription is $1,000. Amounts in excess of this minimum must be contributed in increments of $1,000.
For definitions of the terms Management Agreement, Trading Profits, Charges and Expenses, Trading Managers, Net Asset Value per Unit and Net Assets, refer to the Registration Statement.
Management.
The General Partner conducts and manages the business of the Partnership. The General Partner is authorized to delegate complete trading authority of all of the Partnerships Net Assets to one or more trading advisors. The General Partner has appointed TIC as the Partnerships sole trading advisor pursuant to a management agreement between TIC and the Partnership (the Management Agreement). The Management Agreement may be terminated at any time upon twenty-four hours written notice to the other party.
The General Partner, on behalf of the Partnership, may engage and compensate from the funds of the Partnership, such persons as the General Partner deems advisable, including any person or entity affiliated with the General Partner. The General Partner is also authorized to retain futures brokers.
Other responsibilities of the General Partner include, but are not limited to, the following: determining whether the Partnership will make distributions; administering redemptions of LP Units; preparing account statements, filings, registrations and other documents required by applicable regulatory bodies, exchanges, or boards; depositing the Partnerships assets in an account or accounts at banks or brokers selected by the General Partner; directing the investment of the Partnerships assets; executing various documents on behalf of the Partnership and the Limited Partners; and supervising the liquidation of the Partnership, if an event causes the termination of the Partnership to occur.
3
Professional fees and other.
The Partnership pays ordinary administrative expenses, including the ordinary and recurring legal, accounting and auditing expenses incurred in connection with preparing and printing reports and tax information for Limited Partners and regulatory bodies, and mailing costs and filing fees. Such expenses were $263,587, $301,570 and $143,721 for the years ended December 31, 2003, 2002 and 2001, respectively.
Compensation of the Trading Advisor.
Pursuant to the Management Agreement, the Partnership pays TIC a quarterly incentive fee equal to 12% of the Trading Profits earned as of the end of each fiscal quarter and pays a monthly management fee equal to 1/12 of 2% of the Net Assets (a 2% annual rate) calculated as of the end of each month. TIC does not receive incentive and management fees attributable to LP Units held at the beginning of each month by the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the TIC 401(k) Plan).
The General Partner estimates that, considering the above charges, the Partnership may have to generate gross trading profits of up to approximately 2% of the Partnerships average annual Net Assets, depending on trading volume and the interest income it receives, simply to break even. It is contemplated that the greatest of these charges will be brokerage commissions (estimated at up to approximately 1% of the Partnerships average annual Net Assets) even though the General Partner endeavors to negotiate rates that are reasonable based on comparable industry standards.
Futures Brokers.
The Partnerships commodity trading accounts are carried by its futures brokers including Barclays Capital, Inc., Bear Stearns Securities Corp., Cargill Investor Services, Inc., Goldman, Sachs & Co., J.P. Morgan Futures, Inc., Lehman Brothers Inc., Merrill Lynch Futures Inc., Morgan Stanley & Co., Prudential Securities Incorporated, and UBS Securities LLC. The General Partner in its sole discretion may at any time appoint new commodity brokers. The commodity brokers are responsible for holding and maintaining the Partnerships funds, commodities and other property; executing and/or clearing trades for the Partnerships accounts; and performing other record keeping and preparing and transmitting to the Partnership daily confirmations of transactions and monthly statements of account, calculating equity balances and margin requirements for the Partnerships account and other similar administrative functions.
Foreign Exchange Dealer.
The Partnership engages in the trading of foreign exchange forward and metal forward contracts with Bellwether Partners LLC, a Delaware limited liability company (BPL) which is an affiliate of both the General Partner and TIC. BPL does not charge commissions for transacting the Partnerships foreign exchange and metal forward contracts.
Regulation.
Congress enacted the Commodity Exchange Act, as amended, (the CE Act) to regulate trading in commodity interests, the exchanges on which they are traded, the individual brokers who are members of such exchanges and the commodity professionals and commodity brokerage houses that trade in these commodity interests. The Commodity Futures Trading Commission (CFTC) is an independent federal agency which administers the CE Act and is authorized to promulgate rules thereunder. Under the CE Act, the CFTC is empowered, among other things, to (i) hear and adjudicate customer complaints against all individuals and firms registered or subject to registration under the CE Act; (ii) seek injunctions and restraining orders; (iii) issue orders to cease and desist; and (iv) levy substantial fines. Transactions in spot or forward contracts on exchanges located outside the United States may not be within the jurisdiction of the CFTC, and to the extent that the Partnership engages in such transactions, it may be engaging in unregulated transactions.
4
Both the General Partner and TIC are registered with the CFTC as commodity pool operators (CPO) and commodity trading advisors (CTA) as defined in the CE Act. As such, each is subject to regulation by the CFTC. If the registration of the General Partner were suspended, revoked or not renewed, the Partnership would no longer be able to trade until a substitute general partner could be duly elected and registered. If the registration of TIC as a CTA was suspended, revoked or not renewed, TIC would not be permitted by the General Partner to advise the Partnership.
The CFTC has adopted extensive regulations affecting CPOs and CTAs which, among other things, requires distribution of disclosure documents to new customers, requires the retention of current trading and other records, prohibits CPOs from commingling pool assets with those of the operator or its other customers and requires CPOs to provide their customers with monthly account statements and annual reports.
Limited Partners are afforded certain rights for reparations under the CE Act. Limited Partners may also be able to maintain a private right of action for certain violations of the CE Act. The CFTC has adopted rules implementing the reparations provision of the CE Act which provide that any person may file a complaint for a reparation award with the CFTC for violation of the CE Act against a floor broker, futures commission merchant, CTA, CPO or their respective associated persons.
In order to prevent excessive speculation and attempted undue concentrated control in certain markets, the CFTC and certain United States exchanges have imposed speculative position limits on transactions in certain commodity interest contracts. In addition, certain exchanges have set limits on the total net positions that may be held by a commodity broker. Position limits are subject to certain exemptions, such as bona fide hedging transactions. While foreign exchanges do not generally impose position limits, such limits are set by many of the member firms. The Partnership is subject to the rules and regulations of the various exchanges on which it trades.
The General Partner and TIC are members of the National Futures Association (NFA), a self-regulatory organization authorized by the CFTC. The NFA became operational in 1982 and has assumed certain functions which were previously the responsibility of the CFTC, (e.g., audits of registrants). Among other things, the NFA has assumed responsibility for all CFTC registrations; has developed training and proficiency standards for members; and has established arbitration procedures for its members and customers of its members.
(b) FINANCIAL INFORMATION ABOUT SEGMENTS.
The Partnerships business constitutes only one segment, a speculative commodity pool, for financial reporting purposes. (See Net increase in net assets resulting from operations contained in Item 6, Selected Financial Data appearing elsewhere in this report.)
(c) NARRATIVE DESCRIPTION OF BUSINESS.
(1) See discussion under Item 1 (a) above. (i)(ix): Not applicable.
(x) Competition.
5
The Partnership experiences and will continue to experience competition from publicly and privately offered commodity pools and other investment funds, such as mutual funds. The Partnership also competes with other customers of TIC and with affiliates of the General Partner that trade proprietary trading accounts. Under TICs trading method, all commodity-only accounts under management are generally traded in a parallel fashion, with substantially equivalent trades made for all accounts on a proportional basis (other than proprietary accounts which may be more leveraged). When TIC trades commodity interest contracts on behalf of an affiliate, an investment pool or a customer with narrower or broader investment parameters, hedging, loss reduction, arbitrage and similar strategies often mandate that such accounts be traded in a manner that is not parallel with commodity-only accounts. Thus, the Partnership is in competition with such accounts for the same or similar positions at a particular time in a particular market. The widespread utilization of trend-based and technical computerized trading methods by many participants in the commodities markets causes similar trades to be made at or about the same time which increases competition for the Partnership as described above.
The General Partner and TIC have a conflict of interest in managing the Partnership because its affiliate, BPL, executes foreign exchange forward contracts for the Partnership. This involves posting collateral with BPL in amounts of up to 5% of the Partnerships Net Assets. BPL does not receive a fee for its services. Many of the employee traders of TIC are also employees of BPL. There is no affiliation, and consequently there is no conflict of interest, between the clearing brokers and the General Partner, TIC or BPL.
The Partnership trades in markets in competition with other traders whose assets are greater than the Partnerships assets.
(xi) - (xii): Not applicable.
(xiii): The Partnership has no employees; however, the General Partner has arranged for TIC to provide certain management and administrative responsibilities.
(d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS.
The Partnership has engaged in the trading of commodity interest contracts on exchanges located in foreign countries and has derived significant revenue therefrom.
(e) AVAILABLE INFORMATION.
(1) The Partnership files reports on Form 10-K and 10-Q with the Securities and Exchange Commission (the SEC).
(2) The public may read and copy any materials filed by the Partnership with the SEC at the SECs Public Reference Room at 450 Fifth Street, NW, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The Partnership does not utilize any physical properties in the conduct of its business.
The Partnership is not aware of any material pending legal proceedings to which it is a party or to which any of its assets are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNIT HOLDERS.
To date, there have been no items which have been presented to the LP Unit holders.
6
ITEM 5. MARKET FOR REGISTRANTS UNITS AND RELATED UNIT HOLDER MATTERS.
(a) MARKET FOR REGISTRANTS UNITS.
There is no established public trading market for the Units. There have been no general distributions by the Partnership since its organization. Pursuant to the Partnership Agreement, the General Partner has the sole discretion to determine what distributions, if any, the Partnership will make to its Partners.
Limited Partners may redeem some or all of their respective LP Units at the end of each calendar month. Redemption of LP Units in $1,000 increments and full redemption by a Limited Partner of all of its LP Units are made at 100% of the Net Asset Value per Unit effective as of the last business day of any month as defined in the Limited Partnership Agreement. Partial redemptions of LP Units which would reduce the Net Asset Value of a Limited Partners unredeemed LP Units to less than the minimum investment then required of new Limited Partners or such Limited Partners initial investment, whichever is less, will be honored only to the extent of such limitation.
(b) USE OF PROCEEDS.
The Partnership initially registered 10,000 LP Units pursuant to a registration statement (Commission file number 33-33982) that was declared effective on June 22, 1990. The Partnership registered an additional 10,000 LP Units on June 9, 1998 (Commission file number 333-52543). Of the 20,000 LP Units that have been registered, 12,422 LP Units having an aggregate value of $42,917,302 have been sold through January 1, 2002, 13,237 LP Units having an aggregate value of $51,061,256 had been sold through January 1, 2003 and 14,173 LP Units having an aggregate value of $61,220,684 had been sold through January 1, 2004. At January 1, 2004 the Partnership had a total of 153 Limited Partners. The proceeds from the sale of new LP Units were used in connection with the Partnerships investment activities.
ITEM 6. SELECTED FINANCIAL DATA.
| 2003 |
2002 |
2001 |
2000 |
1999 | ||||||||||||||
| Net investment income (loss) |
$ | (1,422,682 | ) | $ | (1,397,063 | ) | $ | (372,075 | ) | $ | 178,314 | $ | 163,833 | |||||
| Net realized and unrealized gains on trading activities |
$ | 6,738,059 | $ | 9,476,891 | $ | 7,668,225 | $ | 4,324,325 | $ | 1,133,527 | ||||||||
| Net increase in net assets resulting from operations |
$ | 5,315,377 | $ | 8,079,828 | $ | 7,296,150 | $ | 4,502,639 | $ | 1,297,360 | ||||||||
| Total assets |
$ | 58,694,233 | $ | 48,756,213 | $ | 33,669,386 | $ | 27,918,377 | $ | 22,242,164 | ||||||||
| Partners capital |
$ | 54,273,595 | $ | 45,362,746 | $ | 31,790,384 | $ | 22,161,072 | $ | 16,332,215 | ||||||||
| Units outstanding |
4,579.822 | 4,186.782 | 3,560.390 | 3,123.135 | 2,846.856 | |||||||||||||
| Net Asset Value per Unit |
$ | 11,850.59 | $ | 10,834.75 | $ | 8,928.90 | $ | 7,095.78 | $ | 5,736.93 | ||||||||
| Change in Net Asset Value per Unit |
$ | 1,015.84 | $ | 1,905.85 | $ | 1,833.12 | $ | 1,358.85 | $ | 392.72 | ||||||||
| Net increase in Net Assets per Unit(1) |
$ | 1,118.59 | $ | 1,988.47 | $ | 1,897.59 | $ | 1,337.56 | $ | 378.91 | ||||||||
| (1) | Net increase in net assets per unit is computed by dividing net increase in net assets by the monthly average of units outstanding at the beginning of each month. |
7
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the financial statements of the Partnership and related notes thereto and Item 6, Selected Financial Data appearing elsewhere in this report.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of the financial condition and results of operations are based on our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statements are reasonable and prudent; however, actual results may vary from these estimates. A summary of the accounting policies is set forth in Note 2 to our financial statements. In our view, the policy that involves the most subjective judgment is set forth below.
The Partnership values derivative contracts at independent market values when readily available from major exchanges. Otherwise, valuations are based on independent broker quotations or pricing models that consider the time value of money, volatility, and the current market and contractual prices of the underlying financial instruments.
OVERVIEW AND BUSINESS
The Partnership commenced operations on July 2, 1990. Following the closing of the initial offering period, the Partnership had 37 Limited Partners who subscribed for 421 units of Limited Partnership Interest (LP Units) for $421,000. In addition, the General Partner purchased 400 units of General Partnership Interest (GP Units and collectively with LP Units, Units) for $400,000. From inception through January 1, 2004, the Partnership received total Limited Partner subscriptions and contributions of $61,220,684 and had total withdrawals (inclusive of trading gains) of $43,799,442. In addition, the General Partner contributed $1,900,000 since inception. The General Partner redeemed $2,000,000 (inclusive of trading gains) on March 31, 1994 and $1,400,000 (inclusive of trading gains) on December 31, 1996. The General Partners equity in the Partnership as of January 1, 2004 was $2,329,597 representing approximately 4% of the Partnerships equity. At January 1, 2004, the Partnership had a total of 153 Limited Partners.
As specified in its Limited Partnership Agreement, the Partnership may accept investments from certain employee benefit plans of affiliates to the extent that such investments do not exceed 25% of the aggregate value of outstanding Units, excluding Units held by the General Partner, TIC, and certain of their affiliates. On August 1, 1995, the Partnership accepted an investment of $99,306 from the TIC 401(k) Plan, a qualified plan organized for the benefit of employees of TIC and certain of its affiliates. The Partnership has received TIC 401(k) Plan contributions in the aggregate amount from inception through January 1, 2004 of $5,391,251. The TIC 401(k) Plans equity in the Partnership as of January 1, 2004 was $11,123,065 representing approximately 19.75% of the Partnerships equity or approximately 21.82% excluding Units held by the General Partner, TIC and certain of their affiliates. TIC has waived its right to receive management and incentive fees attributable to Units held by the TIC 401(k) Plan. The number of LP Units held by the TIC 401(k) Plan will be restated as necessary to equate the per Unit value of the TIC 401(k) Plans capital account with the Partnerships per Unit value. Furthermore, BPL does not charge commissions for transacting the Partnerships foreign exchange spot and forward and commodity forward contracts.
CURRENT MARKET ENVIRONMENT
The Partnerships trading results for the year ended December 31, 2003 were positive overall across a range of markets and instruments. The Partnership benefited in currencies and fixed income with increased volatility in the currency markets as the U.S. dollar hit all time lows against the Euro, while long term interest rates in Japan reached new highs. Trading results early in the year were down as correlations among the major financial asset classes diverged from the relationships that have existed in the past.
8
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2002 AND FOR THE YEAR ENDED DECEMBER 31, 2002 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2001
The Partnership reported a net increase in net assets resulting from operations of $5,315,377 for the year ended December 31, 2003 compared to a net increase in net assets resulting from operations of $8,079,828 and $7,296,150 for the years ended December 31, 2002 and December 31,2001.
The following table compares Net Asset Value per Unit for the years ended December 31, 2003, 2002 and 2001:
| Net Asset Value Per Unit |
Change in Net Asset Value Per Unit For the Year Ended |
||||||||
| December 31, 2003 |
$ | 11,850.59 | $ | 1,015.84 | 9.38 | % | |||
| December 31, 2002 |
$ | 10,834.75 | $ | 1,905.85 | 21.34 | % | |||
| December 31, 2001 |
$ | 8,928.90 | $ | 1,833.12 | 25.83 | % | |||
INVESTMENT INCOME
Interest income for the year ended December 31, 2003 was $576,170 compared to the years ended December 31, 2002 and December 31, 2001 of $671,243 and $1,182,347. The Partnership earns interest income on cash and cash equivalents maintained with banks or in trading accounts held with clearing brokers and counterparties and used by the Partnership as collateral to engage in futures, option and forward contracts and other commodity interest contracts. The Partnerships interest income fluctuates with its levels of collateral pledged with counterparties as well as changes in overall interest rates.
INVESTMENT EXPENSE
Interest expense for the year ended December 31, 2003 was $27,146 compared to the years ended December 31, 2002 and December 31, 2001 of $13,146 and $8,249. The Partnerships interest expense fluctuates with its levels of collateral pledged by counterparties.
Brokerage commissions expense for the year ended December 31, 2003 was $365,241 compared to the years ended December 31, 2002 and December 31, 2001 of $363,088 and $187,282. These expenses represent all brokerage commissions, exchange, National Futures Association and other fees incurred in connection with the execution and clearing of commodity interest trades and will vary based on the Partnerships trading activity during the year. The General Partner anticipates that the Partnership will normally pay approximately 1% of its average Net Assets in brokerage commissions and other transaction costs and charges annually.
OPERATING EXPENSES
Management fees for the year ended December 31, 2003 were $848,340 compared to the years ended December 31, 2002 and December 31, 2001 of $660,969 and $512,176. Because management fees are calculated as a percentage of the Partnerships net assets, the increase in fees in 2003 and in 2002 was due to the overall increase in assets under management.
Incentive fees for the year ended December 31, 2003 were $494,538 compared to the years ended December 31, 2002 and December 31, 2001 of $729,533 and $702,994. Incentive fees fluctuate based on the amount, if any, of Net Trading Profits earned by the Partnership at each quarter-end.
Professional fees and other expenses for the year ended December 31, 2003 were $263,587 compared to the years ended December 31, 2002 and December 31, 2001 of $301,570 and $143,721. The increase in professional fees and other expenses from 2001 to 2002 was primarily due to additional services rendered by the Partnerships administrative, legal, and audit providers. Professional fees and other expenses remained relatively stable from 2002 to 2003.
9
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES
Net realized and unrealized trading gains and losses are recorded in the statements of operations. The following table summarizes the components (in thousands) of net realized and unrealized gains and losses, net of brokerage commissions, for the three years ended December 31, 2003, 2002 and 2001:
| 2003 |
2002 |
2001 |
||||||||||
| Exchange traded: |
||||||||||||
| Interest rate futures and options |
$ | 2,810 | $ | 2,599 | $ | 3,167 | ||||||
| Foreign exchange futures |
187 | 159 | (27 | ) | ||||||||
| Commodity futures and options |
177 | | | |||||||||
| Equity index futures and options |
(1,619 | ) | 1,016 | 1,547 | ||||||||
| Bond futures |
9 | | | |||||||||
| Over-the-counter contracts: |
||||||||||||
| Foreign exchange forwards and options |
4,594 | 5,300 | 3,241 | |||||||||
| Commodity swaps |
(678 | ) | 33 | (615 | ) | |||||||
| Equity index swaps |
(403 | ) | (217 | ) | (9 | ) | ||||||
| Forward rate agreements |
(16 | ) | 8 | | ||||||||
| Interest rate swaps |
(35 | ) | 163 | (112 | ) | |||||||
| Non-financial derivative instruments |
1,347 | 53 | 289 | |||||||||
| Total |
$ | 6,373 | $ | 9,114 | $ | 7,481 | ||||||
As the Partnership is a speculative trader in the commodities markets, current period results are generally not comparable to prior periods results. The following table illustrates the Partnerships net realized and unrealized gains and losses on trading activities as a percentage of average Net Assets, brokerage commissions and fees as a percentage of average Net Assets, and incentive fees as a percentage of net realized and unrealized gains and losses on trading activities:
| December 31, 2003 |
December 31, 2002 |
December 31, 2001 |
|||||||
| Net realized and unrealized gains on trading activities as a percentage of average Net Assets |
13.2 | % | 23.7 | % |