Attached files
file | filename |
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EX-32.1 - EX-32.1 - WESTPORT FUTURES FUND L.P. | y04753exv32w1.htm |
EX-32.2 - EX-32.2 - WESTPORT FUTURES FUND L.P. | y04753exv32w2.htm |
EX-31.1 - EX-31.1 - WESTPORT FUTURES FUND L.P. | y04753exv31w1.htm |
EX-31.2 - EX-31.2 - WESTPORT FUTURES FUND L.P. | y04753exv31w2.htm |
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 March 31, 2011
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 Number 000-24111
WESTPORT JWH FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
New York | 13-3939393 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
c/o Ceres
Managed Futures LLC
522 Fifth Ave 14th Floor
New York, New York 10036
522 Fifth Ave 14th Floor
New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 296-1999
(Registrants 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.
Yes X 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 this 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 filer X | 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 April 30, 2011, 37,154.0421 Limited Partnership
Redeemable Units were outstanding.
WESTPORT JWH FUTURES FUND L.P.
FORM 10-Q
INDEX
Page |
||||||||
Number | ||||||||
Financial Statements: | ||||||||
Statements of Financial Condition at March 31, 2011 (unaudited) and December 31, 2010 |
3 | |||||||
Condensed Schedules of Investments at March 31, 2011 (unaudited) and December 31, 2010 |
4 5 | |||||||
Statements of Income and Expenses and Changes in Partners Capital for the three months ended March 31, 2011 and 2010 (unaudited) |
6 | |||||||
Notes to Financial Statements including the Financial Statements of JWH Master Fund LLC (unaudited) | 7 22 | |||||||
Managements Discussion and Analysis of Financial Condition and Results of Operations |
23 25 | |||||||
Quantitative and Qualitative Disclosures about Market Risk | 26 28 | |||||||
Controls and Procedures | 29 | |||||||
30 - 33 | ||||||||
Ex. 31.1 Certification
Ex. 31.2 Certification Ex. 32.1 Certification Ex. 32.2 Certification |
2
PART I
Item 1.
Financial Statements
Westport
JWH Futures Fund L.P.
Statements of Financial Condition
Statements of Financial Condition
(unaudited) | ||||||||
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
Assets: |
||||||||
Investment in JWH Master, at fair value |
$ | 59,853,797 | $ | 56,636,675 | ||||
Equity in trading account: |
||||||||
Cash |
7,667,104 | 7,604,362 | ||||||
Cash margin |
1,056,104 | 735,316 | ||||||
Net
unrealized appreciation on open futures contracts |
321,513 | 329,705 | ||||||
Net unrealized appreciation on open forward contracts |
| 99,712 | ||||||
68,898,518 | 65,405,770 | |||||||
Interest receivable |
369 | 544 | ||||||
Total assets |
$ | 68,898,887 | $ | 65,406,314 | ||||
Liabilities and Partners Capital |
||||||||
Liabilities: |
||||||||
Net unrealized depreciation on open forward contracts |
$ | 13,006 | $ | | ||||
Accrued expenses: |
||||||||
Brokerage fees |
301,373 | 299,779 | ||||||
Management fees |
114,091 | 108,308 | ||||||
Incentive fees |
612 | | ||||||
Other |
129,359 | 121,685 | ||||||
Redemptions payable |
1,107,606 | 180,831 | ||||||
Total liabilities |
1,666,047 | 710,603 | ||||||
Partners Capital: |
||||||||
General
Partner, 400.0879 unit equivalents
outstanding at March 31, 2011 and December 31, 2010 |
721,398 | 696,573 | ||||||
Limited
Partners, 36,887.2105 and 36,758.9460 Redeemable Units outstanding
at March 31, 2011 and December 31, 2010, respectively |
66,511,442 | 63,999,138 | ||||||
Total partners capital |
67,232,840 | 64,695,711 | ||||||
Total liabilities and partners capital |
$ | 68,898,887 | $ | 65,406,314 | ||||
Net asset value per unit |
$ | 1,803.10 | $ | 1,741.05 | ||||
See accompanying notes to financial statements.
3
Westport JWH Futures Fund L.P.
Condensed Schedule of Investments
March 31, 2011
(Unaudited)
Condensed Schedule of Investments
March 31, 2011
(Unaudited)
Number of | % of Partners | |||||||||||
Contracts | Fair Value | Capital | ||||||||||
Futures Contracts Purchased |
||||||||||||
Currencies |
69 | $ | 33,362 | 0.05 | % | |||||||
Energy |
21 | 59,210 | 0.09 | |||||||||
Grains |
40 | 19,963 | 0.03 | |||||||||
Indices |
17 | 20,444 | 0.03 | |||||||||
Interest Rates U.S. |
32 | (8,400 | ) | (0.01 | ) | |||||||
Interest Rates Non-U.S. |
3 | 1,448 | 0.00 | * | ||||||||
Livestock |
8 | 28,480 | 0.04 | |||||||||
Metals |
6 | 9,650 | 0.01 | |||||||||
Softs |
18 | 182,713 | 0.27 | |||||||||
Total futures contracts purchased |
346,870 | 0.51 | ||||||||||
Futures Contracts Sold |
||||||||||||
Indices |
3 | (26,789 | ) | (0.04 | ) | |||||||
Interest Rates U.S. |
14 | (2,125 | ) | (0.00 | )* | |||||||
Interest Rates Non-U.S. |
46 | 5,527 | 0.00 | * | ||||||||
Softs |
2 | (1,970 | ) | (0.00 | )* | |||||||
Total futures contracts sold |
(25,357 | ) | (0.04 | ) | ||||||||
Unrealized Appreciation on Open Forward Contracts |
||||||||||||
Metals |
7 | 13,431 | 0.02 | |||||||||
Total unrealized appreciation on open forward contracts |
13,431 | 0.02 | ||||||||||
Unrealized Depreciation on Open Forward Contracts |
||||||||||||
Metals |
6 | (26,437 | ) | (0.04 | ) | |||||||
Total unrealized depreciation on open forward contracts |
(26,437 | ) | (0.04 | ) | ||||||||
Investment in JWH Master |
59,853,797 | 89.03 | ||||||||||
Net fair value |
$ | 60,162,304 | 89.48 | % | ||||||||
* Due to rounding.
See accompanying notes to financial statements.
4
Westport JWH Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2010
Condensed Schedule of Investments
December 31, 2010
Number of |
% of Partners |
|||||||||||
Contracts | Fair Value | Capital | ||||||||||
Futures Contracts Purchased
|
||||||||||||
Currencies
|
26 | $ | 121,719 | 0.19 | % | |||||||
Energy
|
14 | 24,947 | 0.04 | |||||||||
Grains
|
40 | 142,491 | 0.22 | |||||||||
Indices
|
39 | (1,191 | ) | (0.00 | )* | |||||||
Livestock
|
8 | 11,920 | 0.02 | |||||||||
Metals
|
6 | 56,575 | 0.09 | |||||||||
Softs
|
27 | 35,342 | 0.05 | |||||||||
Total futures contracts purchased
|
391,803 | 0.61 | ||||||||||
Futures Contracts Sold
|
||||||||||||
Currencies
|
6 | (13,875 | ) | (0.02 | ) | |||||||
Energy
|
10 | (12,500 | ) | (0.02 | ) | |||||||
Interest Rates U.S.
|
13 | (4,644 | ) | (0.01 | ) | |||||||
Interest Rates Non-U.S.
|
25 | (31,079 | ) | (0.05 | ) | |||||||
Total futures contracts sold
|
(62,098 | ) | (0.10 | ) | ||||||||
Unrealized Appreciation on Open Forward Contracts
|
||||||||||||
Metals
|
11 | 99,712 | 0.15 | |||||||||
Total unrealized appreciation on open forward contracts
|
99,712 | 0.15 | ||||||||||
|
||||||||||||
Investment in JWH Master
|
56,636,675 | 87.54 | ||||||||||
Net fair value
|
$ | 57,066,092 | 88.20 | % | ||||||||
* | Due to rounding. |
See accompanying notes to financial statements.
5
Westport
JWH Futures Fund L.P.
Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Investment income: |
||||||||
Interest income |
$ | 1,728 | $ | 962 | ||||
Interest
income from investment in JWH Master |
11,357 | 5,066 | ||||||
Total
investment income |
13,085 | 6,028 | ||||||
Expenses: |
||||||||
Brokerage
fees including clearing fees |
937,645 | 714,015 | ||||||
Management fees |
341,672 | 252,415 | ||||||
Incentive
fees |
612 | | ||||||
Other expenses |
117,134 | 88,483 | ||||||
Total expenses |
1,397,063 | 1,054,913 | ||||||
Net investment income (loss) |
(1,383,978 | ) | (1,048,885 | ) | ||||
Trading Results: |
||||||||
Net gains (losses) on trading of commodity interests and investment in JWH Master |
||||||||
Net realized gains (losses) on closed contracts |
329,298 | (278,724 | ) | |||||
Net realized gains (losses) on investment in JWH Master |
3,553,144 | (3,378,594 | ) | |||||
Change in net unrealized gains (losses) on open contracts |
(120,910 | ) | 60,102 | |||||
Change in net unrealized gains (losses) on investment in JWH Master |
(38,313 | ) | 1,543,855 | |||||
Total
trading results |
3,723,219 | (2,053,361 | ) | |||||
Net income (loss) |
2,339,241 | (3,102,246 | ) | |||||
Subscriptions-Limited Partners |
2,081,872 | 285,000 | ||||||
Redemptions-Limited Partners |
(1,883,984 | ) | (1,185,026 | ) | ||||
Net increase (decrease) in Partners capital |
2,537,129 | (4,002,272 | ) | |||||
Partners Capital, beginning of period |
64,695,711 | 53,461,385 | ||||||
Partners Capital, end of period |
$ | 67,232,840 | $ | 49,459,113 | ||||
Net asset
value per unit (37,287.2984 and 37,242.6177 units outstanding at
March 31, 2011 and 2010, respectively) |
$ | 1,803.10 | $ | 1,328.02 | ||||
Net income (loss) per unit* |
$ | 62.05 | $ | (81.41 | ) | |||
Weighted average units outstanding |
37,786.4854 | 37,867.0203 | ||||||
* | Based on change in net asset value per unit. |
See accompanying notes to financial statements.
6
Westport JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
1. | General: |
Westport JWH Futures Fund L.P. (the
Partnership) is a limited partnership
organized on March 21, 1997 under the partnership laws of
the State of New York to engage, directly or indirectly, in the
speculative trading of a diversified portfolio of commodity
interests, including futures contracts and
forward contracts. The sectors traded include energy, currencies, grains,
U.S. and non-U.S. interest rates, indices, softs, livestock and metals. The Partnership commenced trading on August 1,
1997. The commodity interests that are traded by
the Partnership, directly, and through its investment in JWH
Master Fund LLC (JWH Master), are volatile and involve a high degree of market
risk. The Partnership privately and continuously offers up to
200,000 redeemable units of
limited partnership interest (Redeemable Units) 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). Morgan Stanley, indirectly through various subsidiaries, owns a majority equity interest in MSSB Holdings. Citigroup Global
Markets Inc. (CGM), the commodity broker for the Partnership, owns a minority equity interest in MSSB Holdings.
Citigroup Inc. (Citigroup), indirectly through various subsidiaries, wholly owns CGM. Prior
to July 31, 2009, the date as of which MSSB Holdings became its owner, the General Partner was wholly owned by Citigroup Financial
Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup.
As of March 31, 2011, all trading decisions for the Partnership
are made by John W. Henry & Company, Inc.
(the Advisor).
The General Partner and each limited partner of the Partnership
(each a Limited Partner) share in the profits and losses of the Partnership in proportion to the amount
of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in
excess of its capital contribution and profits, if any, net of distributions.
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 Partnerships financial condition at March 31, 2011
and December 31, 2010, and the results of its
operations and changes in partners capital
for the three months ended March 31, 2011 and 2010.
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 Partnerships Annual Report on
Form 10-K
filed with the Securities and Exchange Commission (the
SEC) for the year ended December 31, 2010.
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.
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
Westport JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
2. | Financial Highlights: |
Changes in the net asset value per unit
for the three months ended
March 31, 2011 and 2010 were as follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Net realized and unrealized gains (losses) * |
$ | 73.87 | $ | (72.57 | ) | |||
Interest Income |
0.36 | 0.16 | ||||||
Expenses ** |
(12.18 | ) | (9.00 | ) | ||||
Increase (decrease) for the period |
62.05 | (81.41 | ) | |||||
Net asset value per unit, beginning of period |
1,741.05 | 1,409.43 | ||||||
Net asset value per unit, end of period *** |
$ | 1,803.10 | $ | 1,328.02 | ||||
* | Includes brokerage fees. | |
** | Excludes brokerage fees. |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Ratios to Average Net Assets:*** |
||||||||
Net investment income (loss) before incentive fees**** |
(8.4 | )% | (8.4 | )% | ||||
Operating expenses |
8.5 | % | 8.4 | % | ||||
Incentive fees |
| %***** | | % | ||||
Total expenses |
8.5 | % | 8.4 | % | ||||
Total return: |
||||||||
Total return before incentive fees |
3.6 | % | (5.8 | )% | ||||
Incentive fees |
| %***** | | % | ||||
Total return after incentive fees |
3.6 | % | (5.8 | )% | ||||
*** | Annualized (other than incentive fees). | |
**** | Interest income less total expenses (exclusive of incentive fees). | |
***** | Due to rounding. |
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.
8
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
3. | Trading Activities: |
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 Partnerships trading activities are shown
in the Statements of Income and Expenses and Changes in
Partners Capital.
The customer agreements between the Partnership and CGM and JWH
Master and CGM give the
Partnership and JWH Master, respectively, the legal right to net unrealized gains and losses
on open futures and forward contracts. The Partnership and JWH
Master net, for financial reporting
purposes, the unrealized gains and losses on open futures and on open forward contracts on the
Statements of Financial Condition.
All of the commodity interests owned by the Partnership are held
for trading purposes. The monthly average number of futures contracts
traded during the three months ended March 31, 2011 and 2010 were
289 and 245,
respectively. The monthly
average number of metal forward contracts traded during the three months ended
March 31, 2011 and 2009 were 19 and 23, respectively.
The monthly average number of futures contracts traded by JWH
Master, during the three months ended March 31, 2011 and 2010 were
2,197 and 2,019, respectively.
Brokerage fees are calculated as a percentage of the
Partnerships adjusted net asset value on the last day of
each month and are affected by trading performance, subscriptions and redemptions.
The
following tables indicate the Partnerships gross fair values of derivative instruments of futures and forward
contracts traded directly by the Partnership as separate assets and
liabilities as of March 31, 2011 and
December 31, 2010.
Assets | ||||
Futures Contracts | March 31, 2011 | |||
Currencies |
$ | 69,150 | ||
Energy |
59,210 | |||
Grains |
26,162 | |||
Indices |
22,488 | |||
Interest Rates Non-U.S. |
7,579 | |||
Livestock |
28,480 | |||
Metals |
9,650 | |||
Softs |
182,712 | |||
Total unrealized appreciation on open futures
contracts |
$ | 405,431 | ||
Liabilities | ||||
Futures Contracts | ||||
Currencies |
$ | (35,788 | ) | |
Grains |
(6,200 | ) | ||
Indices |
(28,832 | ) | ||
Interest Rates U.S. |
(10,525 | ) | ||
Interest Rates Non-U.S. |
(603 | ) | ||
Softs |
(1,970 | ) | ||
Total unrealized depreciation on open futures
contracts |
$ | (83,918 | ) | |
Net unrealized appreciation on open futures
contracts |
$ | 321,513 | * | |
Assets | ||||
Forward Contracts | ||||
Metals |
$ | 13,431 | ||
Total unrealized appreciation on open forward
contracts |
$ | 13,431 | ||
Liabilities | ||||
Forward Contracts | ||||
Metals |
$ | (26,437 | ) | |
Total unrealized depreciation on open forward
contracts |
$ | (26,437 | ) | |
Net
unrealized depreciation on open forward
contracts |
$ | (13,006 | )** | |
* | This amount is in Net unrealized appreciation on open futures contracts on the Statements of Financial Condition. | |
** | This amount is in Net unrealized depreciation on open forward contracts on the Statements of Financial Condition. |
9
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
December 31, 2010 | ||||
Assets
|
||||
Futures Contracts
|
||||
Currencies
|
$ | 122,819 | ||
Energy
|
24,947 | |||
Grains
|
142,491 | |||
Indices
|
14,510 | |||
Interest Rates
Non-U.S.
|
989 | |||
Livestock
|
11,920 | |||
Metals
|
56,575 | |||
Softs
|
50,963 | |||
Total unrealized appreciation on open futures contracts
|
$ | 425,214 | ||
Liabilities
|
||||
Futures Contracts
|
||||
Currencies
|
$ | (14,975 | ) | |
Energy
|
(12,500 | ) | ||
Indices
|
(15,702 | ) | ||
Interest Rates U.S.
|
(4,644 | ) | ||
Interest Rates
Non-U.S.
|
(32,068 | ) | ||
Softs
|
(15,620 | ) | ||
Total unrealized depreciation on open futures contracts
|
$ | (95,509 | ) | |
Net unrealized appreciation on open futures contracts
|
$ | 329,705 | * | |
*This amount is in Net unrealized appreciation on open futures contracts on the Statements of Financial Condition. |
December 31, 2010 | ||||
Assets
|
||||
Forward Contracts
|
||||
Metals
|
$ | 99,712 | ||
Total unrealized appreciation on open forward contracts
|
99,712 | |||
Net unrealized appreciation on open forward contracts
|
$ | 99,712 | ** | |
**This amount is in Net unrealized appreciation on open
forward contracts on the Statements of Financial Condition. |
The following tables indicate the trading results, by market
sector, on derivative instruments traded directly by the Partnership
for the three months ended
March 31, 2011 and 2010.
Three month ended | ||||||||
March 31, | ||||||||
Sector | 2011 | 2010 | ||||||
Currencies |
$ | (225,127 | ) | $ | (84,352 | ) | ||
Energy |
158,772 | 110,323 | ||||||
Grains |
37,191 | (59,100 | ) | |||||
Indices |
(132,736 | ) | (47,578 | ) | ||||
Interest Rates U.S. |
(55,537 | ) | (69,896 | ) | ||||
Interest Rates Non-U.S. |
21,746 | 78,319 | ||||||
Livestock |
24,250 | 27,060 | ||||||
Metals |
3,665 | (68,869 | ) | |||||
Softs |
376,164 | (104,529 | ) | |||||
Total |
$ | 208,388 | *** | $ | (218,622 | )*** | ||
*** | This amount is in Total trading results on the Statements of Income and Expenses and Changes in Partners Capital. |
10
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
4. | Fair Value Measurements: |
Partnerships and JWH Masters Investments. All commodity interests held by
the Partnership and JWH Master (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. Net realized gains or losses and any
change in net unrealized gain or loss from the preceding period
are reported in the Statements of Income and Expenses and Changes in Partners Capital.
Partnerships and JWH Masters Fair Value
Measurements. Fair Value is defined 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 under current market conditions. 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.
Management has concluded that based on available information in the marketplace, the Partnerships and JWH
Masters Level 1 assets and liabilities are actively traded.
GAAP also requires 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 significant
decrease in the volume and level of activity in the Partnerships Level 2 assets and liabilities.
The Partnership will separately present purchases, sales,
issuances, and settlements in its reconciliation of
Level 3 fair value measurements (i.e. to present such items
on a gross basis rather than on a net basis), and make
disclosures 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 as required by GAAP.
11
Westport JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
The Partnership and JWH Master consider prices for exchange-traded commodity futures and forward contracts to be
based on unadjusted quoted prices in active markets for identical assets
(Level 1). The values of non-exchange-traded forward 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). Investments in JWH Master (or other commodity
pools) where there are no other rights or obligations inherent
within the ownership interest held by the Partnership are priced
based on the end of the day net asset value of JWH Master (Level 2). The
value of the Partnerships investment in JWH Master
reflects its proportional interest in JWH Master. As of and for the periods
ended March 31, 2011 and December 31, 2010, the Partnership and JWH Master did not
hold any derivative instruments that were priced at fair value
using unobservable inputs through the application of
managements assumptions and internal valuation pricing
models (Level 3).
Quoted Prices in |
||||||||||||||||
Active Markets for |
Significant Other |
Significant |
||||||||||||||
Identical Assets |
Observable Inputs |
Unobservable Inputs |
||||||||||||||
March 31, 2011 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets |
||||||||||||||||
Futures
|
$ | 405,431 | $ | 405,431 | $ | | $ | | ||||||||
Forwards
|
13,431 | 13,431 | | | ||||||||||||
Investment in JWH Master
|
59,853,797 | | 59,853,797 | | ||||||||||||
Total assets
|
60,272,659 | 418,862 | 59,853,797 | | ||||||||||||
Liabilities |
||||||||||||||||
Futures
|
83,918 | 83,918 | | | ||||||||||||
Forwards
|
26,437 | 26,437 | | | ||||||||||||
Total Liabilities
|
110,355 | 110,355 | | | ||||||||||||
Net fair value
|
$ | 60,162,304 | $ | 308,507 | $ | 59,853,797 | $ | | ||||||||
Quoted Prices in |
||||||||||||||||
Active Markets for |
Significant Other |
Significant |
||||||||||||||
Identical Assets |
Observable Inputs |
Unobservable Inputs |
||||||||||||||
December 31, 2010* | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets |
||||||||||||||||
Forwards |
$ | 99,712 | $ | 99,712 | $ | | $ | | ||||||||
Futures |
425,214 | 425,214 | | | ||||||||||||
Investment in JWH Master |
56,636,675 | | 56,636,675 | | ||||||||||||
Total assets |
$ | 57,161,601 | $ | 524,926 | $ | 56,636,675 | | |||||||||
Liabilities |
||||||||||||||||
Futures
|
95,509 | 95,509 | | | ||||||||||||
Total Liabilities
|
95,509 | 95,509 | | | ||||||||||||
Net fair value |
$ | 57,066,092 | $ | 429,417 | $ | 56,636,675 | $ | | ||||||||
* | The amounts have been reclassified from the December 31, 2010 prior year financial statements to conform to current year presentation based on new fair value guidance. |
5. Investment in JWH Master:
The Advisor trades a portion of the assets allocated to the Advisor directly, in accordance
with the systematic JWH Diversified Plus Program.
On January 2, 2008, 80% of the assets allocated to the
Advisor for trading were invested in JWH Master, a limited
liability company organized under
the laws of the State of New York. The
Partnership purchased 29,209.3894 units of JWH Master
(each, a Unit of Member Interest) with cash
equal to $39,540,753. JWH Master was formed in order to permit
accounts managed by the Advisor using the Global Analytics
Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General
Partner is also the general partner of the JWH Master.
Individual and pooled accounts currently managed by the Advisor,
including the Partnership, are permitted to be non-managing
members
of JWH Master. The General Partner and the Advisor
believe that trading through this structure promotes efficiency
and
economy in the trading process.
The General Partner is not aware of any material changes to the trading program discussed
above during the fiscal quarter ended March 31, 2011.
12
Westport JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
JWH Masters trading of futures and forward contracts, if applicable, on commodities is done primarily on
U.S. commodity exchanges and foreign
commodity exchanges. JWH Master engages in
such trading through commodity brokerage accounts maintained by
CGM.
A non-managing member may withdraw all or part of
its redeemable
capital contributions and undistributed profits, if any, from JWH
Master in multiples of the net asset value per Unit
of Member Interest as of the end of any day (the
Redemption Date), after a request for redemption has been made to the General
Partner at least 3 days in advance of
the Redemption date. The Unit of Member Interest is classified as a liability when the
non-managing member elects to redeem and informs JWH
Master.
Management and incentive fees are charged at the Partnership
level. All exchange, clearing, user,
give-up,
floor brokerage, and National Futures Association fees (collectively, the clearing
fees) are borne by the Partnership and through its investment in JWH Master. All other fees including CGMs direct
brokerage fees are charged at the Partnership level.
At March 31, 2011, the Partnership owned approximately 78.8% of JWH Master.
At December 31, 2010, the Partnership owned approximately 78.7% of JWH Master.
The Partnership intends to continue to invest a portion of its assets in JWH
Master. The performance of the Partnership is directly affected by the
performance of JWH Master. Expenses to investors as a result of the investment
in JWH Master are approximately the same and redemption rights are not
affected.
The Masters Statements of Financial Condition and Condensed Schedules of Investments as of March 31, 2011
and December 31, 2010 and Statements of Income and Expenses and Changes in Members Capital for the three
months ended March 31, 2011 and 2010 are presented below:
JWH Master Fund LLC
Statements of Financial Condition
Statements of Financial Condition
(Unaudited) | ||||||||
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
Assets: |
||||||||
Equity in trading account: |
||||||||
Cash |
$ | 63,963,204 | $ | 58,147,328 | ||||
Cash margin |
7,850,842 | 9,601,427 | ||||||
Net unrealized appreciation on open futures contracts |
4,266,450 | 4,314,312 | ||||||
Total assets |
$ | 76,080,496 | $ | 72,063,067 | ||||
Liabilities and Members Capital: |
||||||||
Liabilities: |
||||||||
Accrued expenses: |
||||||||
Professional fees |
$ | 103,651 | $ | 71,427 | ||||
Total liabilities |
103,651 | 71,427 | ||||||
Members Capital: |
||||||||
Members Capital, 21,130.9323 and 21,244.0589 units
outstanding at March 31, 2011 and December 31, 2010, respectively |
75,976,845 | 71,991,640 | ||||||
Total liabilities and members capital |
$ | 76,080,496 | $ | 72,063,067 | ||||
Net asset value per unit |
$ | 3,595.53 | $ | 3,388.79 | ||||
13
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
JWH
Master Fund LLC
Condensed Schedule of Investments
March 31, 2011
(Unaudited)
Condensed Schedule of Investments
March 31, 2011
(Unaudited)
Number of | % of Members | |||||||||||
Contracts | Fair Value | Capital | ||||||||||
Futures
Contracts Purchased |
||||||||||||
Currencies |
219 | $ | 576,281 | 0.76 | % | |||||||
Energy |
266 | 626,242 | 0.82 | |||||||||
Grains |
40 | (41,312 | ) | (0.05 | ) | |||||||
Interest Rates U.S. |
208 | (137,569 | ) | (0.18 | ) | |||||||
Interest Rates Non-U.S. |
17 | (106,631 | ) | (0.14 | ) | |||||||
Metals |
240 | 2,212,500 | 2.91 | |||||||||
Softs |
384 | 2,305,805 | 3.03 | |||||||||
Total futures contracts purchased |
5,435,316 | 7.15 | ||||||||||
Futures
Contracts Sold |
||||||||||||
Currencies |
50 | (8,000 | ) | (0.01 | ) | |||||||
Grains |
160 | (504,113 | ) | (0.66 | ) | |||||||
Indices |
47 | (656,712 | ) | (0.86 | ) | |||||||
Interest Rates Non-U.S. |
246 | 61,951 | 0.08 | |||||||||
Softs |
54 | (61,992 | ) | (0.08 | ) | |||||||
Total futures contracts sold |
(1,168,866 | ) | (1.53 | ) | ||||||||
Net fair value |
$ | 4,266,450 | 5.62 | % | ||||||||
14
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
JWH
Master Fund LLC
Condensed Schedule of Investments
December 31, 2010
Condensed Schedule of Investments
December 31, 2010
Number of |
% of Members |
|||||||||||
Contracts | Fair Value | Capital | ||||||||||
Futures Contracts Purchased
|
||||||||||||
Currencies
|
328 | $ | 608,700 | 0.85 | % | |||||||
Energy
|
212 | 361,671 | 0.50 | |||||||||
Grains
|
390 | 530,375 | 0.74 | |||||||||
Indices
|
68 | 57,461 | 0.08 | |||||||||
Interest Rates
Non-U.S.
|
37 | 4,326 | 0.01 | |||||||||
Metals
|
236 | 2,104,700 | 2.92 | |||||||||
Softs
|
592 | 563,962 | 0.78 | |||||||||
Total futures contracts purchased
|
4,231,195 | 5.88 | ||||||||||
Futures Contracts Sold
|
||||||||||||
Currencies
|
46 | (41,600 | ) | (0.06 | ) | |||||||
Energy
|
3 | (3,750 | ) | (0.01 | ) | |||||||
Interest Rates U.S.
|
318 | 321,553 | 0.45 | |||||||||
Interest Rates
Non-U.S.
|
228 | (193,086 | ) | (0.27 | ) | |||||||
Total futures contracts sold
|
83,117 | 0.11 | ||||||||||
Net fair value
|
$ | 4,314,312 | 5.99 | % | ||||||||
15
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
JWH Master Fund LLC
Statements of Income and Expenses and Changes in Members Capital
(Unaudited)
Statements of Income and Expenses and Changes in Members Capital
(Unaudited)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Investment Income: |
||||||||
Interest income |
$ | 15,166 | $ | 6,686 | ||||
Total
investment income |
15,166 | 6,686 | ||||||
Expenses: |
||||||||
Clearing fees |
23,123 | 16,408 | ||||||
Professional fees |
42,224 | 19,191 | ||||||
Total expenses |
65,347 | 35,599 | ||||||
Net investment income (loss) |
(50,181 | ) | (28,913 | ) | ||||
Trading Results: |
||||||||
Net gains (losses) on trading of commodity
interests: |
||||||||
Net realized gains (losses) on closed positions |
4,502,223 | (4,234,841 | ) | |||||
Change in net unrealized gains (losses) on open
positions |
(47,862 | ) | 1,936,754 | |||||
Total
trading results |
4,454,361 | (2,298,087 | ) | |||||
Net income (loss) |
4,404,180 | (2,327,000 | ) | |||||
Subscriptions |
1,765,498 | 348,000 | ||||||
Redemptions |
(2,169,307 | ) | (1,967,579 | ) | ||||
Distribution of interest income to feeder funds |
(15,166 | ) | (6,686 | ) | ||||
Net increase (decrease) in Members Capital |
3,985,205 | (3,953,265 | ) | |||||
Members capital, beginning of period |
71,991,640 | 56,933,016 | ||||||
Members capital, end of period |
$ | 75,976,845 | $ | 52,979,751 | ||||
Net asset value per unit
(21,130.9323 and 22,480.6170 units outstanding
in March 31, 2011 and 2010, respectively) |
$ | 3,595.53 | $ | 2,356.69 | ||||
Net income
(loss) per unit* |
$ | 207.46 | $ | (100.91 | ) | |||
Weighted average units outstanding |
21,396.2349 | 23,032.0959 | ||||||
* | Based on change in net asset value per unit. |
16
Westport JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
JWH
Master considers prices for exchange-traded commodity futures and
forward contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values
of non-exchange-traded forward 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
March 31, 2011 and December 31, 2010, JWH Master did not hold any derivative
instruments that were priced at fair value using unobservable inputs through the application of
managements assumptions and internal valuation pricing models (Level 3).
Quoted Prices in |
||||||||||||||||
Active Markets |
Significant Other |
Significant |
||||||||||||||
for Identical |
Observable Inputs |
Unobservable |
||||||||||||||
March 31, 2011 | Assets (Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||
Assets
|
||||||||||||||||
Futures
|
$ | 5,817,500 | $ | 5,817,500 | $ | | $ | | ||||||||
Total assets
|
5,817,500 | 5,817,500 | | | ||||||||||||
Liabilities |
||||||||||||||||
Futures
|
1,551,050 | 1,551,050 | | | ||||||||||||
Total Liabilites
|
1,551,050 | 1,551,050 | | | ||||||||||||
Net fair value
|
$ | 4,266,450 | $ | 4,266,450 | $ | | $ | | ||||||||
Quoted Prices in | ||||||||||||||||
Active Markets | Significant Other | Significant | ||||||||||||||
for Identical | Observable Inputs | Unobservable | ||||||||||||||
December 31, 2010* | Assets (Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||
Assets |
||||||||||||||||
Futures |
$ | 5,068,371 | $ | 5,068,371 | $ | | $ | | ||||||||
Total assets |
5,068,371 | 5,068,371 | | | ||||||||||||
Liabilities |
||||||||||||||||
Futures
|
754,059 | 754,059 | | | ||||||||||||
Total Liabilites
|
754,059 | 754,059 | | | ||||||||||||
Net fair value |
$ | 4,314,312 | $ | 4,314,312 | $ | | $ | | ||||||||
* | The amounts have been reclassified from the December 31, 2010 prior year financial statements to conform to current year presentation based on new fair value guidance. |
17
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
Financial
Highlights of JWH Master:
Changes in the net asset value per unit for the
three months ended March 31, 2011 and 2010 were as
follows:
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Net realized and unrealized gains (losses)* |
$ | 208.73 | $ | (100.36 | ) | |||
Interest income |
0.72 | 0.30 | ||||||
Expenses** |
(1.99 | ) | (0.85 | ) | ||||
Increase (decrease) for the period |
207.46 | (100.91 | ) | |||||
Distributions of interest income to feeder funds |
(0.72 | ) | (0.30 | ) | ||||
Net asset
value per unit, beginning of period |
3,388.79 | 2,457.90 | ||||||
Net asset
value per unit, end of period |
$ | 3,595.53 | $ | 2,356.69 | ||||
* | Includes clearing fees. | |
** | Excludes clearing fees. |
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Ratios to
average net assets:*** |
||||||||
Net investment income (loss)**** |
(0.3 | )% | (0.2 | )% | ||||
Operating
expenses |
0.4 | % | 0.3 | % | ||||
Total return |
6.1 | % | (4.1 | )% | ||||
*** | Annualized (other than incentive fees). | |
**** | Interest income less total expenses (exclusive of incentive fees). |
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 non-managing member class using the
non-managing members
share of income, expenses and average net assets.
18
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
The following tables indicate JWH Masters gross fair values of derivative instruments of futures contracts as separate assets and liabilities
as of March 31, 2011 and December 31, 2010.
March 31, 2011 | ||||
Assets |
||||
Futures Contracts |
||||
Currencies |
$ | 591,300 | ||
Energy |
643,922 | |||
Interest Rates Non-U.S. |
63,973 | |||
Metals |
2,212,500 | |||
Softs |
2,305,805 | |||
Total unrealized appreciation on
open futures contracts |
$ | 5,817,500 | ||
Liabilities |
||||
Futures Contracts |
||||
Currencies |
$ | (23,019 | ) | |
Energy |
(17,680 | ) | ||
Grains |
(545,425 | ) | ||
Indices |
(656,712 | ) | ||
Interest Rates U.S. |
(137,569 | ) | ||
Interest Rates Non-U.S. |
(108,653 | ) | ||
Softs |
(61,992 | ) | ||
Total unrealized depreciation on
open futures contracts |
$ | (1,551,050 | ) | |
Net unrealized appreciation on
open futures contracts |
$ | 4,266,450 | * | |
December 31, 2010 | ||||
Assets
|
||||
Futures Contracts
|
||||
Currencies
|
$ | 608,700 | ||
Energy
|
362,521 | |||
Grains
|
530,375 | |||
Indices
|
57,461 | |||
Interest Rates U.S.
|
342,828 | |||
Interest Rates
Non-U.S.
|
149,777 | |||
Metals
|
2,104,700 | |||
Softs
|
912,009 | |||
Total unrealized appreciation on open futures contracts
|
$ | 5,068,371 | ||
Liabilities
|
||||
Futures Contracts
|
||||
Currencies
|
$ | (41,600 | ) | |
Energy
|
(4,600 | ) | ||
Interest Rates U.S.
|
(21,275 | ) | ||
Interest Rates
Non-U.S.
|
(338,537 | ) | ||
Softs
|
(348,047 | ) | ||
Total unrealized depreciation on open futures contracts
|
$ | (754,059 | ) | |
Net unrealized appreciation on open futures contracts
|
$ | 4,314,312 | * | |
* | This amount is in Net unrealized appreciation on open futures contracts on the Statements of Financial Condition. |
19
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
The
following tables indicate JWH Masters total trading results, by market sector, on derivative
instruments for the three months ended March 31, 2011 and 2010.
Three
Months Ended March 31, |
||||||||
Sector | 2011 | 2010 | ||||||
Currencies |
$ | (1,192,848 | ) | $ | 684,042 | |||
Energy |
4,315,497 | (871,356 | ) | |||||
Grains |
(1,486,900 | ) | 15,639 | |||||
Indices |
(970,965 | ) | (126,600 | ) | ||||
Interest Rates U.S. |
(202,807 | ) | (282,912 | ) | ||||
Interest Rates Non-U.S. |
(206,321 | ) | 43,944 | |||||
Metals |
1,218,895 | (2,597,160 | ) | |||||
Softs |
2,979,810 | 836,316 | ||||||
Total |
$ | 4,454,361 | * | $ | (2,298,087 | )* | ||
* | This amount is in Total trading results on the Statements of Income and Expenses and Changes in Members Capital. |
6. | Financial Instrument Risks: |
In the normal course of business, the Partnership and JWH
Master are parties to financial instruments with off-balance
sheet risk, including derivative financial instruments and
derivative commodity instruments. These financial instruments
may include forwards and futures 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 on 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 forwards
and option contracts. Each of these instruments is subject to various risks
similar to those related to the underlying financial instruments,
including market and credit risk. In general, the risks
associated with OTC contracts are greater than those associated
with exchange-traded instruments because of the greater risk of
default by the counterparty to an OTC contract.
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 Partnerships assets and undistributed
profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership
under applicable law.
Market risk is the potential for changes in the value of the
financial instruments traded by the Partnership and JWH Master
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 and JWH Master are exposed to market risk equal to the
value of futures and forward contracts purchased and unlimited
liability on such contracts sold short.
Credit risk is the possibility that a loss may occur due to the failure of a
counterparty to perform according to the terms of a contract. The
Partnerships
and JWH Masters risk of loss in the event of a counterparty default is typically
limited to the amounts recognized in the Statements of Financial
Condition and is
not represented by the contract or notional amounts of the instruments. The
Partnerships and JWH Masters risk of loss is reduced through the use of legally
enforceable master netting agreements with counterparties that permit the Partnership
and JWH Master to offset unrealized gains and losses and other assets and liabilities
with such counterparties upon the occurrence of certain events. The Partnership and JWH
Master have credit risk and concentration risk, as the sole counterparty or broker with
respect to the Partnership and JWH Master 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 and JWH Master counterparty is an exchange or clearing organization.
The General Partner monitors and attempts to control the Partnerships
and JWH Masters 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 and JWH Master may be subject. These monitoring systems
generally allow the General Partner to statistically analyze actual
trading results with risk-adjusted performance indicators and
correlation statistics. In addition, on-line monitoring systems
provide account analysis of futures and forward contracts 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
Partnerships and JWH Masters business, these
instruments may not be held to maturity.
20
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
7. Critical
Accounting Policies:
Use of Estimates. The preparation of financial
statements and accompanying notes in conformity with
GAAP requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities, income and expenses, and related
disclosures of contingent assets and liabilities in the
financial statements and accompanying notes. As a result, actual results
could differ from these estimates.
Partnerships and JWH Masters Investments. All commodity interests held by
the Partnership and JWH Master (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 commodity futures trading
account on the Statements of Financial Condition. Net 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.
Partnerships and JWH Masters Fair Value Measurements.
Fair value is defined 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 under current market conditions. 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. Management has concluded that based
on available information in the marketplace, the Partnerships
and JWH Masters
Level 1 assets and liabilities are actively traded.
GAAP also requires 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 significant
decrease in the volume and level of activity in the Partnerships Level 2 assets and liabilities.
The Partnership will 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 make
disclosures 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 as required by GAAP.
The Partnership and JWH Master consider prices for exchange-traded commodity futures and forward contracts to be
based on unadjusted quoted prices in active markets for identical assets
(Level 1). The values of non-exchange-traded forward,
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). Investments in JWH Master or (other commodity
pools) where there are no other rights or obligations inherent
within the ownership interest held by the Partnership are priced
based on the end of the day net asset value (Level 2). The
value of the Partnerships investments in JWH Master
reflects its proportional interest in JWH Master. As of and
for the periods ended
March 31, 2011 and December 31, 2010, the Partnership and JWH Master did not hold any
derivative instruments that were priced at fair value using
unobservable inputs through the application of managements
assumptions and internal valuation pricing models (Level 3).
21
Westport
JWH Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
Notes to Financial Statements
March 31, 2011
(Unaudited)
Futures Contracts. The Partnership and JWH Master trade futures contracts. A futures contract
is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized
amount of a deliverable grade commodity, at a specified price on a specified future date, unless
the contract is closed before the delivery date or if the delivery quantity is something where
physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash.
Payments (variation margin) may be made or received by the Partnership and JWH Master each
business day, depending on the daily fluctuations in the value of the underlying contracts, and are
recorded as unrealized gains or losses by the Partnership and JWH
Master. When the contract is closed, the
Partnership and JWH Master record a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the
time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash
or other assets and variation margin deposits, through the futures broker, directly with the
exchange on which the contracts are traded. Net realized gains (losses) and
changes in net unrealized gains (losses) on futures contracts are included in the Statements of Income
and Expenses and Changes in Partners Capital.
London Metals Exchange Forward
Contracts. Metal contracts traded on the London
Metals Exchange (LME) represent a firm commitment to
buy or sell a specified quantity of aluminum, copper, lead,
nickel, tin or zinc. LME contracts traded by the Partnership and
JWH Master are cash settled based on prompt dates published by
the LME. Payments (variation margin) may be made or
received by the Partnership and JWH Master each business day,
depending on the daily fluctuations in the value of the
underlying contracts, and are recorded as unrealized gains or
losses by the Partnership and JWH Master. A contract is
considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date,
the Partnership and JWH Master record a realized gain or loss
equal to the difference between the value of the contract at the
time it was opened and the value at the time it was closed.
Transactions in LME contracts require participants to
make both initial margin deposits of cash or other assets and
variation margin deposits, through the broker, directly with the
LME. Net realized gains (losses) and
changes in net unrealized gains (losses) on metal 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 Partnerships income and
expenses.
GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the
financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing
the Partnerships 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 concluded that no provision for income tax is required in the Partnerships financial statements.
The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently
under examination. Generally, the 2007 through 2010 tax years remain subject to examination by U.S. federal and
most state tax authorities. Management does not believe that there are any uncertain tax positions that require
recognition of a tax liability.
Subsequent
Events. Management of the
Partnership evaluates 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 determined that there were no
subsequent events requiring adjustment of or disclosure in the financial statements.
Net
Income (Loss) per Unit. Net income (loss) per unit is calculated
in
accordance with investment company guidance. See Note 2,
Financial Highlights.
22
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Liquidity
and Capital Resources
The Partnership does not engage in sales of goods or services.
Its assets are (i) investment in JWH Master (ii) equity in trading account,
consisting of cash, net unrealized appreciation on open futures
contracts and net unrealized depreciation on open forward contracts, and
(iii) 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 material decrease in
liquidity, no such illiquidity occurred in the first quarter of 2011.
The Partnerships capital consists of the capital
contributions of its partners, as increased or decreased by
realized and/or unrealized gains or losses on trading
and by expenses, interest income, subscriptions and
redemptions of Redeemable Units and distributions of profits, if
any.
For the three months ended March 31, 2011, Partnership capital
increased 3.9% from $64,695,711 to $67,232,840. This
increase was attributable to net income from operations of
$2,339,241, coupled with subscriptions of 1,176.0455 Redeemable Units totaling $2,081,872, which was partially offset by
the redemption of 1,047.7810
Redeemable Units totaling
$1,883,984.
Future redemptions can impact the amount of
funds available for investment in commodity contract positions
in subsequent periods.
JWH Masters capital consists of the capital contributions of
its members increased or decreased by realized and/or
unrealized gains or losses on trading and by expenses, interest
income, subscriptions and redemption, of Units of Member Interest and
distributions of profits if any.
For the three months ended March 31, 2011, JWH Masters capital
increased 5.5% from $71,991,640 to $75,976,845. This increase was
attributable to a net income from operations of $4,404,180 coupled with the subscriptions of 508.1968 Units of Member Interest totaling
$1,765,498 which was partially offset by the redemption of 621.3233 Units of
Member Interest totaling $2,169,307 and distribution of
interest income to feeder funds totaling $15,166.
Future redemptions can
impact the amount of funds available for investment in commodity
contract positions in subsequent periods.
Critical
Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of income and expense during the reporting period. Management believes that the
estimates utilized in preparing the financial statements are reasonable. Actual results could
differ from those estimates. The Partnerships significant accounting policies are described in
detail in Note 7 of the Financial Statements.
The
Partnership
and JWH Master record all investments at fair value in its financial statements, with changes in
fair value reported as a component of net realized and change in net unrealized trading gain (loss)
in the Statements of Income and Expenses and Changes in Partners Capital.
23
Results of Operations
During the
Partnerships first quarter of 2011, the net asset value per
unit increased 3.6% from
$1,741.05 to $1,803.10 as compared to a decrease of 5.8% in the
first quarter of 2010. The Partnership
experienced a net trading gain before brokerage fees and related fees
in the first quarter of 2011 of
$3,723,219. Gains were primarily attributable to the
Partnerships and JWH Masters trading of
commodity futures in energy, livestock, metals and softs and were partially
offset by losses in currencies, grains, U.S. and non-U.S. interest rates and indices. The Partnership experienced a
net trading loss before brokerage fees and related fees in the first
quarter of 2010 of $2,053,361.
Losses were primarily attributable to the Partnerships and JWH Masters trading of commodity
futures in metals, indices, energy, grains and U.S.
interest rates
and
were partially offset by gains in currencies, livestock, non-U.S.
interest rates and softs.
The most significant gains were recorded within the energy markets throughout the majority of the
quarter from long futures positions in crude oil and its related products as prices rose amid an
escalation in political instability in the Middle East and North Africa, prompting concerns that
crude supplies may be disrupted. Within the agricultural complex, gains were experienced primarily
during January and February due to long positions in cotton futures as prices increased on signs
that global output may fail to keep pace with rising demand in China, the worlds biggest buyer of
the fiber. Within the metals markets, gains were achieved primarily during February and March from
long positions in silver futures as prices extended a rally to a 30-year high after mounting unrest
in the Middle East spurred demand for the precious metal as a safe haven.
A portion of the Partnerships gains for the quarter was offset by losses incurred within the
currency markets throughout the quarter, particularly in February and March, from long positions in
the Japanese yen versus the U.S. dollar. The Japanese yen whipsawed as it reversed from near or
all-time highs, first on the unwinding of the carry trade as investors sought a safe haven in
response to geopolitical turmoil, and then after the G-7 countries coordinated intervention to halt
the rise of the yen in the wake of the disaster in Japan. Within the global stock index markets,
losses were experienced primarily during March from long positions in Japanese equity index futures
as prices moved sharply lower following the worst earthquake and tsunami in Japanese history.
Lastly, losses were incurred within the global interest rate sector, primarily during March, due to
long positions in Japanese fixed-income futures after prices fell as optimism about the nuclear threat being
stabilized reduced demand for the relative safety of government debt.
Commodity futures markets are highly volatile. Broad price fluctuations
and rapid inflation
increase the risks involved
in commodity trading, but also increases the potential profit or
loss. The profitability of the Partnership and JWH Master 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.
24
Interest income on 80% of the daily average equity maintained in cash in the Partnerships (or the
Partnerships allocable portion of JWH Master) account was earned at the monthly average of the 30-day
U.S. Treasury bill yield. CGM may continue to maintain the Partnerships assets in cash. Interest income for the
three months ended March 31, 2011 increased by $7,057 as compared to the corresponding period in 2010. The increase in interest income is due to higher
average net assets during the three months ended March 31, 2011, as compared to the corresponding period in 2010.
The amount of interest income earned by the Partnership depends on the average daily equity in the
Partnerships and JWH Masters accounts and upon interest rates over which neither the Partnership nor CGM has control.
Brokerage fees are calculated as a percentage of the
Partnerships adjusted net asset value on the last day of
each month and are affected by trading performance, subscriptions
and redemptions. Accordingly, they must be analyzed in relation
to the fluctuations in the monthly net asset values. Brokerage
fees and clearing fees for the three months ended
March 31, 2011 increased by $223,630, as compared to the corresponding period in 2010.
The increase in brokerage fees and clearing fees is due to higher
average net assets during the three
months ended March 31, 2011, as compared to the corresponding
period in 2010.
Management fees are calculated as a percentage of the
Partnerships adjusted net asset value as of the end of
each month and are affected by trading performance, subscriptions
and redemptions. Management fees for the three months
ended March 31, 2011 increased by $89,257,
as compared to the corresponding period in 2010.
The increase in management fees is due to higher average
net assets during the three
months ended March 31, 2011, as compared to the corresponding period in 2010.
Incentive fees are based on the new trading profits generated by the Advisor at the end of the quarter as defined in the advisory
agreements among the Partnership, the General Partner and the Advisor. Trading performance for the three month ended March 31, 2011, resulted in incentive fees of $612.
There were no incentive fees earned for the three months ended March 31, 2010.
In allocating the assets of the Partnership to the trading Advisor, the General Partner
considers the Advisors past performance, trading style, volatility of markets traded and fee requirements. The
General Partner may modify or terminate the allocation of assets to the trading advisor and may
allocate assets to additional advisors at any time.
25
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
The Partnership and JWH Master are speculative commodity pools.
The market sensitive instruments held by them are acquired for speculative trading purposes, and
all or substantially all of the Partnerships and JWH
Masters 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
Partnerships and JWH Masters 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
Partnerships 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 Partnerships and JWH Masters open contracts and,
consequently, in its earnings and cash balances. The
Partnerships and JWH Masters market risk is
influenced by a wide variety of factors, including the level and
volatility of interest rates, exchange rates, equity price
levels, the fair value of financial instruments and contracts,
the diversification effects among the Partnerships and JWH
Masters open contracts and the liquidity of the markets in
which it trades.
The Partnership and JWH Master rapidly acquire and liquidate
both long and short contracts 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 Partnerships and JWH Masters past performance is
not necessarily indicative of their future results.
Value at Risk is a measure of the maximum amount which the
Partnership and JWH Master could reasonably be expected to lose
in a given market sector. However, the inherent uncertainty of
the Partnerships and JWH Masters speculative trading
and the recurrence in the markets traded by the Partnership and
JWH Master of market movements far exceeding expectations could
result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnerships and JWH
Masters 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 Partnerships and JWH
Masters losses in any market sector will be limited to
Value at Risk or by the Partnerships and JWH Masters
attempts to manage their market risk.
Exchange maintenance margin requirements have been used by the
Partnership and JWH Master as the measure of their Value at Risk.
Maintenance margin requirements are set by exchanges to equal or
exceed the maximum losses reasonably expected to be incurred in
the fair value of any given contract in 95%-99% of 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.
Value
at Risk tables represent a probabilistic assessment of the risk of
loss in market sensitive instruments. The
first two tables indicate the trading Value at Risk associated with the Partnerships and JWH Masters open
positions by market category as of March 31, 2011 and December 31,
2010.
The remaining trading Value at Risk tables reflect the market sensitive
instruments held by the Partnership directly (i.e. in the managed account
in the Partnerships name traded by JWH) and indirectly by JWH
Master separately. There has been no material change in the trading
Value at Risk information previously disclosed in the
Partnerships Annual Report on Form 10-K for the year ended
December 31, 2010.
The
following tables indicate the trading Value at Risk associated with
the Partnerships open positions by market category as of
March 31, 2011 and December 31, 2010. As
of March 31, 2011, the Partnerships total
capitalization was $67,232,840.
March
31, 2011
Market Sector | Value at Risk | % of Total Capitalization | ||||||
Currencies |
$ | 681,114 | 1.01 | % | ||||
Energy |
1,025,365 | 1.52 | % | |||||
Grains |
439,600 | 0.65 | % | |||||
Indices |
518,207 | 0.77 | % | |||||
Interest Rates U.S. |
270,340 | 0.40 | % | |||||
Interest Rates Non-U.S. |
474,095 | 0.71 | % | |||||
Livestock |
101,251 | 0.15 | % | |||||
Metals |
1,188,574 | 1.77 | % | |||||
Softs |
1,234,438 | 1.84 | % | |||||
Total |
$ | 5,932,984 | 8.82 | % | ||||
26
As
of December 31, 2010, the Partnerships total
capitalization was $64,695,711.
December 31, 2010
% of Total | ||||||||
Market Sector | Value at Risk | Capitalization | ||||||
Currencies |
$ | 963,589 | 1.49 | % | ||||
Energy |
689,135 | 1.07 | % | |||||
Grains |
818,882 | 1.27 | % | |||||
Interest Rates U.S. |
479,109 | 0.74 | % | |||||
Interest Rates Non-U.S. |
775,022 | 1.20 | % | |||||
Livestock |
8,000 | 0.01 | % | |||||
Metals |
1,135,249 | 1.75 | % | |||||
Softs |
1,513,386 | 2.34 | % | |||||
Indices |
321,889 | 0.50 | % | |||||
Total |
$ | 6,704,261 | 10.37 | % | ||||
The following tables indicate the trading Value at Risk
associated with the Partnerships direct investments and indirect investments
through JWH Master by market category as of March 31, 2011
and December 31, 2010
and
the highest, lowest and average values at any point during the three months
ended March 31, 2011,
and the highest, lowest and average value at any point during the
year ended December 31, 2010. All open contracts trading risk
exposures have been included
in calculating the figures set forth below.
As of March 31, 2011 the Partnerships Value at Risk for the
portion of its assets allocated to the Diversified Plus Program that are
traded directly by the Advisor, was as follows:
March 31, 2011
Three months ended March 31, 2011 | ||||||||||||||||||||
% of Total | High | Low | Average | |||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 235,500 | 0.35 | % | $ | 247,704 | $ | 102,570 | $ | 216,167 | ||||||||||
Energy |
93,640 | 0.14 | % | 97,290 | 63,360 | 81,273 | ||||||||||||||
Grains |
85,000 | 0.13 | % | 85,000 | 82,250 | 84,333 | ||||||||||||||
Interest Rates U.S. |
13,862 | 0.02 | % | 19,815 | 7,749 | 13,809 | ||||||||||||||
Interest Rates Non -U.S. |
101,251 | 0.15 | % | 103,716 | 81,963 | 102,285 | ||||||||||||||
Livestock |
9,600 | 0.01 | % | 9,600 | 8,000 | 8,533 | ||||||||||||||
Metals |
88,844 | 0.13 | % | 100,822 | 88,832 | 95,838 | ||||||||||||||
Softs |
124,070 | 0.19 | % | 135,575 | 105,600 | 117,253 | ||||||||||||||
Indices |
86,933 | 0.13 | % | 152,445 | 35,559 | 126,282 | ||||||||||||||
Totals |
$ | 838,700 | 1.25 | % | ||||||||||||||||
* | Average of month-end Values at Risk. |
As
of December 31, 2010, the Partnerships Value at Risk for the portion of its assets allocated to the Diversified Plus Program that are traded
directly by JWH was as follows:
December 31,
2010
Twelve months ended December 31, 2010 | ||||||||||||||||||||
% of Total | High | Low | Average | |||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 94,820 | 0.15 | % | $ | 167,600 | $ | 58,028 | $ | 107,473 | ||||||||||
Energy |
63,360 | 0.10 | % | 112,000 | 32,400 | 74,898 | ||||||||||||||
Grains |
82,250 | 0.13 | % | 82,250 | 5,500 | 47,330 | ||||||||||||||
Interest Rates U.S. |
18,950 | 0.03 | % | 60,950 | 12,896 | 42,183 | ||||||||||||||
Interest Rates Non -U.S. |
52,442 | 0.08 | % | 103,150 | 19,462 | 77,242 | ||||||||||||||
Livestock |
8,000 | 0.01 | % | 13,600 | 4,900 | 8,917 | ||||||||||||||
Metals |
94,835 | 0.15 | % | 102,231 | 20,007 | 84,204 | ||||||||||||||
Softs |
105,600 | 0.16 | % | 105,600 | 22,800 | 72,203 | ||||||||||||||
Indices |
144,026 | 0.22 | % | 146,234 | 21,287 | 94,506 | ||||||||||||||
Totals |
$ | 664,283 | 1.03 | % | ||||||||||||||||
* | Annual average of month-end Value at Risk. |
27
As of March 31, 2011, JWH Masters total capitalization was
$75,976,845.
The Partnership owned approximately 78.8% of JWH Master.
The JWH Masters Value at Risk for its assets (including the portion of
the Partnerships assets that are traded indirectly) was as follows:
March 31, 2011
Three Months Ended March 31, 2011 | ||||||||||||||||||||
% of Total | High | Low | Average | |||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 565,500 | 0.74 | % | $ | 1,616,400 | $ | 332,400 | $ | 876,900 | ||||||||||
Energy |
1,182,392 | 1.56 | % | 1,182,392 | 795,140 | 1,057,472 | ||||||||||||||
Grains |
450,000 | 0.59 | % | 1,186,000 | 210,000 | 620,000 | ||||||||||||||
Indices |
500,174 | 0.66 | % | 526,367 | 61,094 | 352,244 | ||||||||||||||
Interest Rates U.S. |
232,750 | 0.31 | % | 447,729 | 143,050 | 368,821 | ||||||||||||||
Interest Rates Non -U.S. |
584,052 | 0.77 | % | 1,291,947 | 278,909 | 964,009 | ||||||||||||||
Metals |
1,496,160 | 1.97 | % | 1,496,160 | 195,039 | 985,440 | ||||||||||||||
Softs |
1,453,800 | 1.91 | % | 1,971,480 | 1,065,600 | 1,425,187 | ||||||||||||||
Total |
$ | 6,464,828 | 8.51 | % | ||||||||||||||||
* | Average of month-end Values at Risk. |
As
of December 31, 2010, JWH Masters Capitalization was $71,991,640. The Partnership owned approximately 78.7% of JWH Master.
The JWH Masters value at Risk for its assets (including the portion
of the Partnerships assets that are traded indirectly) was as
follows:
December 31, 2010
Twelve months ended December 31, 2010 | ||||||||||||||||||||
% of Total | High | Low | Average | |||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 1,103,900 | 1.54 | % | $ | 1,502,400 | $ | 46,800 | $ | 911,350 | ||||||||||
Energy |
795,140 | 1.10 | % | 941,200 | 58,100 | 672,278 | ||||||||||||||
Grains |
936,000 | 1.30 | % | 1,042,000 | 21,645 | 530,709 | ||||||||||||||
Interest Rates U.S. |
584,700 | 0.81 | % | 624,600 | 60,068 | 425,373 | ||||||||||||||
Interest Rates Non -U.S. |
918,145 | 1.28 | % | 982,359 | 163,217 | 672,177 | ||||||||||||||
Metals |
1,322,000 | 1.84 | % | 1,322,000 | 39,984 | 736,005 | ||||||||||||||
Softs |
1,788,800 | 2.48 | % | 1,788,800 | 268,000 | 791,066 | ||||||||||||||
Indices |
226,001 | 0.31 | % | 350,360 | 83,364 | 203,797 | ||||||||||||||
Total |
$ | 7,674,686 | 10.66 | % | ||||||||||||||||
* | Annual average of month-end Value at Risk. |
28
Item 4. | Controls and Procedures |
The Partnerships 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, as amended (the Exchange Act) is recorded, processed, summarized and reported within the
time periods expected in the SECs 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
Partnerships external disclosures.
The General Partners CEO and CFO have evaluated the
effectiveness of the Partnerships disclosure controls and
procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) as of March 31, 2011 and, based on
that evaluation, the General Partners CEO and CFO have concluded that at that
date the Partnerships disclosure controls and procedures
were effective.
The Partnerships internal control over financial
reporting is a process under the supervision of the General
Partners 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 Partnerships 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 Partnerships assets that could have a material effect on the financial statements. |
There were no changes in the Partnerships internal control
over financial reporting process during the fiscal quarter ended
March 31, 2011 that materially affected, or are reasonably
likely to materially affect, the Partnerships internal
control over financial reporting.
29
PART II.
OTHER INFORMATION
Item 1. | Legal Proceedings |
This section describes the major pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which CGM is a party or to which any of their property is
subject. There are no material legal proceedings pending against the Partnership or the General
Partner.
CGM is a New York corporation with its principal place of business at 388 Greenwich St., New
York, New York 10013. CGM is registered as a broker-dealer and futures commission merchant (FCM),
and provides futures brokerage and clearing services for institutional and retail participants in
the futures markets. CGM and its affiliates also provide investment banking and other financial
services for clients worldwide.
There have been no material administrative, civil or criminal actions within the past five
years against CGM (formerly known as Salomon Smith Barney) or any of its individual principals and
no such actions are currently pending, except as follows.
Mutual Funds
Several issues in the mutual fund industry have come under the scrutiny of federal and state
regulators. Citigroup has received subpoenas and other requests for information from various
government regulators regarding market timing, financing, fees, sales practices and other mutual
fund issues in connection with various investigations. Citigroup is cooperating with all such
reviews. Additionally, CGM has entered into a settlement agreement with the SEC with respect to
revenue sharing and sales of classes of funds.
On May 31, 2005, Citigroup announced that Smith Barney Fund Management LLC and CGM completed a
settlement with the SEC resolving an investigation by the SEC into matters relating to arrangements
between certain Smith Barney mutual funds, an affiliated transfer agent and an unaffiliated
sub-transfer agent. Under the terms of the settlement, Citigroup agreed to pay fines totaling
$208.1 million. The settlement, in which Citigroup neither admitted nor denied any wrongdoing or
liability, includes allegations of willful misconduct by Smith Barney Fund Management LLC and CGM
in failing to disclose aspects of the transfer agent arrangements to certain mutual fund investors.
In May 2007, CGM finalized its settlement agreement with the NYSE and the New Jersey Bureau of
Securities on the matter related to its market-timing practices prior to September 2003.
FINRA Settlement
On October 12, 2009, FINRA announced its acceptance of an Award Waiver and Consent (AWC) in
which CGM, without admitting or denying the findings, consented to the entry of the AWC and a fine
and censure of $600,000. The AWC includes findings that CGM failed to adequately supervise the
activities of its equities trading desk in connection with swap and related hedge trades in U.S.
and Italian equities that were designed to provide certain perceived tax advantages. CGM was
charged with failing to provide for effective written procedures with respect to the implementation
of the trades, failing to monitor Bloomberg messages and failing to properly report certain of the
trades to the NASDAQ.
Auction Rate Securities
On May 31, 2006, the SEC instituted and simultaneously settled proceedings against CGM and 14
other broker-dealers regarding practices in the auction rate securities market. The SEC alleged
that the broker-dealers violated Section 17(a)(2) of the Securities Act of 1933, as amended. The
broker-dealers, without admitting or denying liability, consented to the entry of an SEC
cease-and-desist order providing for censures, undertakings and penalties. CGM paid a penalty of
$1.5 million.
On August 7, 2008, Citigroup reached a settlement with the New York Attorney General, the SEC,
and other state regulatory agencies, pursuant to which Citigroup agreed to offer to purchase at par
auction rate securities from all Citigroup individual investors, small institutions (as defined by
the terms of the settlement), and charities that purchased auction rate securities from Citigroup
prior to February 11, 2008. In addition, Citigroup agreed to pay a $50 million fine to the State
of New York and a $50 million fine to the other state regulatory agencies.
30
Subprime Mortgage-Related Actions
The SEC, among other regulators, is investigating Citigroups subprime and other
mortgage-related conduct and business activities, as well as other business activities affected by
the credit crisis, including an ongoing inquiry into Citigroups structuring and sale of
collateralized debt obligations. Citigroup is cooperating fully with the SECs inquiries.
On July 29, 2010, the SEC announced the settlement of an investigation into certain of
Citigroups 2007 disclosures concerning its subprime-related business activities. On October 19,
2010, the United States District Court for the District of Columbia entered a final judgment
approving the settlement, pursuant to which Citigroup agreed to pay a $75 million civil penalty and
to maintain certain disclosure policies, practices and procedures for a three-year period.
Additional information relating to this action is publicly available in court filings under the
docket number 10 Civ. 1277 (D.D.C.) (Huvelle, J.).
The Federal Reserve Bank, the OCC and the FDIC, among other federal and state authorities, are
investigating issues related to the conduct of certain mortgage servicing companies, including
Citigroup affiliates, in connection with mortgage foreclosures. Citigroup is cooperating fully
with these inquiries.
Credit Crisis Related Matters
Beginning in the fourth quarter of 2007, certain of Citigroups, and CGM regulators and other
state and federal government agencies commenced formal and informal investigations and inquiries,
and issued subpoenas and requested information, concerning Citigroups subprime mortgage-related
conduct and business activities. Citigroup and certain of its affiliates, including CGM, are
involved in discussions with certain of its regulators to resolve certain of these matters.
Certain of these regulatory matters assert claims for substantial or indeterminate damages.
Some of these matters already have been resolved, either through settlements or court proceedings,
including the complete dismissal of certain complaints or the rejection of certain claims following
hearings.
In the course of its business, CGM, as a major futures commission merchant and broker-dealer,
is a party to various civil actions, claims and routine regulatory investigations and proceedings
that the general partner believes do not have a material effect on the business of CGM.
31
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 Partnerships Annual Report on Form 10-K for the
fiscal year ended December 31, 2010.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
For the three months ended March 31, 2011, there were
additional subscriptions of 1,176.0455 Redeemable Units totaling $2,081,872.
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. These Redeemable Units were
purchased by accredited investors as described in Regulation D,
as well as to a small number of persons who are non-accredited
investors.
Proceeds from the sale of additional Redeemable Units are used
in the trading of commodity interests including futures
contracts, swaps, options and forwards contracts.
The following chart sets forth the purchases of Redeemable Units
by the Partnership.
(d) Maximum Number |
||||||||||||||||||||
(or Approximate |
||||||||||||||||||||
(c) Total Number |
Dollar Value) of Shares |
|||||||||||||||||||
of Shares (or Units) |
(or Units) that |
|||||||||||||||||||
(a) Total Number |
(b) Average |
Purchased as Part |
May Yet Be |
|||||||||||||||||
of Shares |
Price Paid per |
of Publicly Announced |
Purchased Under the |
|||||||||||||||||
Period | (or Units) Purchased* | Share (or Unit)** | Plans or Programs | Plans or Programs | ||||||||||||||||
January 1, 2011 - January 31, 2011 |
312.1904 | $ | 1,774.41 | N/A | N/A | |||||||||||||||
February
1, 2011 - February 28, 2011 |
121.3119 | $ | 1,833.49 | N/A | N/A | |||||||||||||||
March
1, 2011 - March 31, 2011 |
614.2787 | $ | 1,803.10 | N/A | N/A | |||||||||||||||
Total | 1,047.7810 | $ | 1,798.07 | |||||||||||||||||
* | Generally, Limited Partners are permitted to redeem their Redeemable Units as of the last day of each month on three business days notice to the General Partner. Under certain circumstances, the General Partner can compel redemption, although 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 Partnerships 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 |
32
Item 6. Exhibits
3.1 | Limited Partnership Agreement, dated March 21, 1997 (filed as Exhibit A to the Registration Statement on Form S-1 filed on April 10, 1997 and incorporated herein by reference). |
3.2 | Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of the State of New York, dated March 21, 1997 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on April 10, 1997 and incorporated herein by reference). |
(a) | Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of New York, dated October 1, 1999 (filed as Exhibit 3.2(a) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
(b) | Certificate of Change of the Certificate of Limited Partnership as filed in the office of the Secretary of State of New York, effective January 31, 2000 (filed as Exhibit 3.2(b) to the 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 New York, dated May 21, 2003 (filed as Exhibit 3.2(c) to the Form 10-Q filed on November 16, 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 September 21, 2005 (filed as Exhibit 3.2(d) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
(e) | Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of New York, dated September 19, 2008 (filed as Exhibit 3.2(e) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
(f) | Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of New York, dated September 28, 2009 (filed as Exhibit 99.1 to the Form 8-K filed on September 29, 2009 and incorporated herein by reference). |
(g) | 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 3.2(g) to the Form 8-K filed on July 2, 2010 and incorporated herein by reference). |
10.1 | Form of Customer Agreement between the Partnership and Smith Barney Inc. (filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed on April 10, 1997 and incorporated herein by reference). |
(a) | Amendment No. 1 to the Customer Agreement, dated March 1, 2000 (filed as Exhibit 10.1(a) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
10.2 | Form of Escrow Agreement and Instructions relating to escrow of subscription funds (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed on April 10, 1997 and incorporated herein by reference). |
(a) | Amendment to the Escrow Agreement and Instructions relating to escrow of subscription funds, dated April 8, 1997 (filed as Exhibit 10.2(a) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
10.3 | Amended and Restated Management Agreement among the Partnership, the General Partner and John W. Henry & Company Inc., dated March 1, 2000 (filed as Exhibit 10.3 to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
(a) | Amendment No. 1 to the Amended and Restated Management Agreement, dated September 10, 2000 (filed as Exhibit 10.3(a) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
(b) | Letter extending the Amended and Restated Management Agreement among the Partnership, the General Partner and John W. Henry & Company, Inc. for 2010, dated June 1, 2010 (filed as Exhibit 10.3 to the Form 10-K filed on March 31, 2011 and incorporated herein by reference). |
10.4 | Form of Subscription Agreement (filed as Exhibit 10.4 to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
10.5 | Agency Agreement among the Partnership, the General Partner, Morgan Stanley Smith Barney LLC and Citigroup Global Markets Inc., dated November 11, 2009 (filed as Exhibit 10.5 to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference). |
10.6 | Joinder Agreement among the General Partner, Citigroup Global Markets Inc., and Morgan Stanley Smith Barney LLC dated as of June 1, 2009 (filed as Exhibit 10 to the Form 10-Q filed on August 14, 2009 and incorporated herein by reference). |
The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by
reference
31.1 | Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) |
31.2 | Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director) |
32.1 | Section 1350 Certification (Certification of President and Director) |
32.2 | Section 1350 Certification (Certification of Chief Financial Officer and Director) |
33
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.
WESTPORT JWH FUTURES FUND L.P.
By: | Ceres Managed Futures LLC |
(General Partner)
By: |
/s/ Walter Davis
|
Walter Davis
President and Director
Date: May 16, 2011 |
By: |
/s/ Jennifer
Magro
|
Jennifer Magro
Chief Financial Officer and Director
(Principal Accounting Officer)
(Principal Accounting Officer)
Date: May 16, 2011 |
34