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Table of Contents

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, 2012

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

 

 

(Address of principal executive offices) (Zip Code)

(212) 296-1999

 

 

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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 X   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, 2012, 33,655.8618 Limited Partnership Redeemable Units were outstanding.


Table of Contents

WESTPORT JWH FUTURES FUND L.P.

FORM 10-Q

INDEX

 

                    Page  
                    Number  
  

PART I — Financial Information:

  
  
  Item 1.        Financial Statements:   
           
         Statements of Financial Condition at March 31, 2012 (unaudited) and December 31, 2011      3   
           
         Condensed Schedules of Investments at March 31, 2012 (unaudited) and December 31, 2011      4 – 5   
           
         Statements of Income and Expenses and Changes in Partners’ Capital for the three months ended March 31, 2012 and 2011 (unaudited)      6   
           
         Notes to Financial Statements including the Financial Statements of JWH Master Fund LLC (unaudited)      7 – 26   
           
  Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations      27 – 29   
           
  Item 3.        Quantitative and Qualitative Disclosures about Market Risk      30 – 32   
           
  Item 4.        Controls and Procedures      33   
           

PART II — Other Information

     34 – 37   
  

Exhibits

  

 

EX-31.1

EX-31.2

EX-32.1

EX-32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINKBASE DOCUMENT

EX-101 LABELS LINKBASE DOCUMENT

EX-101 PRESENTATION LINKBASE DOCUMENT

EX-101 DEFINITION LINKBASE DOCUMENT

 

 

2


Table of Contents

PART I

Item 1. Financial Statements

Westport JWH Futures Fund L.P.

Statements of Financial Condition

 

     (Unaudited)         
     March 31,      December 31,  
     2012      2011  

Assets:

     

Investment in JWH Master, at fair value

   $ 40,588,612       $ 49,319,514   

Equity in trading account:

     

Cash

     6,861,728         6,385,471   

Cash margin

     813,220         1,021,675   

Net unrealized appreciation on open futures contracts

     54,025         176,403   

Net unrealized appreciation on open forward contracts

     —           28,388   
  

 

 

    

 

 

 

Total trading equity

     48,317,585         56,931,451   

Interest receivable

     289         —     
  

 

 

    

 

 

 

Total assets

   $ 48,317,874       $ 56,931,451   
  

 

 

    

 

 

 

Liabilities and Partners’ Capital

     

Liabilities:

     

Net unrealized depreciation on open forward contracts

   $ 19,422       $ —     

Accrued expenses:

     

Brokerage fees

     211,306         249,075   

Management fees

     79,828         94,205   

Other

     190,338         159,142   

Redemptions payable

     1,447,173         847,822   
  

 

 

    

 

 

 

Total liabilities

     1,948,067         1,350,244   
  

 

 

    

 

 

 

Partners’ Capital:

     

General Partner, 400.0879 unit equivalents outstanding at March 31, 2012 and December 31, 2011

     513,617         606,621   

Limited Partners, 35,720.3263 and 36,257.5397 Redeemable Units outstanding at March 31, 2012 and December 31, 2011, respectively

     45,856,190         54,974,586   
  

 

 

    

 

 

 

Total partners’ capital

     46,369,807         55,581,207   
  

 

 

    

 

 

 

Total liabilities and partners’ capital

   $ 48,317,874       $ 56,931,451   
  

 

 

    

 

 

 

Net asset value per unit

   $ 1,283.76       $ 1,516.22   
  

 

 

    

 

 

 

See accompanying notes to financial statements.

 

3


Table of Contents

Westport JWH Futures Fund L.P.

Condensed Schedule of Investments

March 31, 2012

(Unaudited)

 

     Number of
Contracts
     Fair Value     % of  Partners’
Capital
 

Futures Contracts Purchased

       

Currencies

     28       $ 3,100        0.01

Energy

     18         (51,296     (0.11

Grains

     9         34,428        0.07   

Indices

     33         60,363        0.13   

Interest Rates U.S.

     33         2,925        0.00

Interest Rates Non-U.S.

     39         9,159        0.02   

Metals

     4         (5,240     (0.01

Softs

     16         (11,345     (0.02
     

 

 

   

 

 

 

Total futures contracts purchased

        42,094        0.09   
     

 

 

   

 

 

 

Futures Contracts Sold

       

Currencies

     39         (59,231     (0.13

Energy

     26         23,400        0.05   

Grains

     15         (10,888     (0.02

Interest Rates U.S.

     1         250        0.00

Interest Rates Non-U.S.

     3         (8,993     (0.02

Livestock

     9         21,620        0.05   

Softs

     9         45,773        0.10   
     

 

 

   

 

 

 

Total futures contracts sold

        11,931        0.03   
     

 

 

   

 

 

 

Unrealized Appreciation on Open Forward Contracts

       

Metals

     8         21,728        0.05   
     

 

 

   

 

 

 

Net unrealized appreciation on open forward contracts

        21,728        0.05   
     

 

 

   

 

 

 

Unrealized Depreciation on Open Forward Contracts

       

Metals

     8         (41,150     (0.09
     

 

 

   

 

 

 

Net unrealized depreciation on open forward contracts

        (41,150     (0.09
     

 

 

   

 

 

 

Investment in JWH Master

        40,588,612        87.53   
     

 

 

   

 

 

 

Net fair value

      $ 40,623,215        87.61
     

 

 

   

 

 

 

 

* Due to rounding.

See accompanying notes to financial statements.

 

4


Table of Contents

Westport JWH Futures Fund L.P.

Condensed Schedule of Investments

December 31, 2011

 

     Number of
Contracts
     Fair Value     % of
Partners’
Capital
 

Futures Contracts Purchased

       

Currencies

     6       $ (4,660     (0.01 )% 

Interest Rates U.S.

     24         27,266        0.05   

Interest Rates Non-U.S.

     48         92,019        0.17   

Livestock

     9         (5,400     (0.01

Metals

     4         (61,160     (0.11
     

 

 

   

 

 

 

Total futures contracts purchased

        48,065        0.09   
     

 

 

   

 

 

 

Futures Contracts Sold

       

Currencies

     61         (39,413     (0.07

Energy

     34         158,416        0.28   

Grains

     25         (41,261     (0.07

Indices

     26         479        0.00

Interest Rates U.S.

     15         (938     (0.00 )* 

Metals

     2         (1,775     (0.00 )* 

Softs

     22         52,830        0.09   
     

 

 

   

 

 

 

Total futures contracts sold

        128,338        0.23   
     

 

 

   

 

 

 

Unrealized Appreciation on Open Forward Contracts

       

Metals

     14         28,388        0.05   
     

 

 

   

 

 

 

Net unrealized appreciation on open forward contracts

        28,388        0.05   
     

 

 

   

 

 

 

Investment in JWH Master

        49,319,514        88.73   
     

 

 

   

 

 

 

Net fair value

      $ 49,524,305        89.10
     

 

 

   

 

 

 

 

 

* Due to rounding.

See accompanying notes to financial statements.

 

5


Table of Contents

Westport JWH Futures Fund L.P.

Statements of Income and Expenses and Changes in Partners’ Capital

(Unaudited)

 

     Three Months Ended  
     March 31,  
     2012     2011  

Investment Income:

    

Interest income

   $ 598      $ 1,728   

Interest income from investment in JWH Master

     3,419        11,357   
  

 

 

   

 

 

 

Total investment income

     4,017        13,085   
  

 

 

   

 

 

 

Expenses:

    

Brokerage fees including clearing fees

     677,718        937,645   

Management fees

     245,959        341,672   

Incentive fees

     —          612   

Other expenses

     86,406        117,134   
  

 

 

   

 

 

 

Total expenses

     1,010,083        1,397,063   
  

 

 

   

 

 

 

Net investment income (loss)

     (1,006,066     (1,383,978
  

 

 

   

 

 

 

Trading Results:

    

Net gains (losses) on trading of commodity interests and investment in JWH Master

    

Net realized gains (losses) on closed contracts

     363,362        329,298   

Net realized gains (losses) on investment in JWH Master

     (5,660,232     3,553,144   

Change in net unrealized gains (losses) on open contracts

     (170,188     (120,910

Change in net unrealized gains (losses) on investment in JWH Master

     (2,254,670     (38,313
  

 

 

   

 

 

 

Total trading results

     (7,721,728     3,723,219   
  

 

 

   

 

 

 

Net income (loss)

     (8,727,794     2,339,241   

Subscriptions-Limited Partners

     2,005,000        2,081,872   

Redemptions-Limited Partners

     (2,488,606     (1,883,984
  

 

 

   

 

 

 

Net increase (decrease) in Partners’ Capital

     (9,211,400     2,537,129   

Partners’ Capital, beginning of period

     55,581,207        64,695,711   
  

 

 

   

 

 

 

Partners’ Capital, end of period

   $ 46,369,807      $ 67,232,840   
  

 

 

   

 

 

 

Net asset value per unit (36,120.4142 and 37,287.2984 units outstanding at March 31, 2012 and 2011, respectively)

   $ 1,283.76      $ 1,803.10   
  

 

 

   

 

 

 

Net income (loss) per unit*

   $ (232.46   $ 62.05   
  

 

 

   

 

 

 

Weighted average units outstanding

     37,446.7878        37,786.4854   
  

 

 

   

 

 

 

 

 

* Based on change in net asset value per unit.

See accompanying notes to financial statements.

 

6


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(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, commodity options, forward contracts and any other rights or interest pertaining there to including interest in commodity pools. 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 redeemable units (“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 Inc. (“Citigroup”) indirectly owns a minority equity interest in MSSB Holdings. Citigroup also indirectly owns Citigroup Global Markets Inc. (“CGM”), the commodity broker and selling agent for the Partnership. 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, 2012, 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 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 is liable for obligations of the Partnership in excess of its capital contribution and profits or losses, 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 Partnership’s financial condition at March 31, 2012, and December 31, 2011, and the results of its operations and changes in partners’ capital for the three months ended March 31, 2012, and 2011. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2011.

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


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

2.    Financial Highlights:

Changes in the net asset value per unit for the three months ended March 31, 2012 and 2011 were as follows:

 

     Three Months Ended  
     March 31,  
     2012        2011  

Net realized and unrealized gains (losses) *

   $ (223.70      $ 73.87   

Interest income

     0.11           0.36   

Expenses **

     (8.87        (12.18
  

 

 

      

 

 

 

Increase (decrease) for the period

     (232.46        62.05   

Net asset value per unit, beginning of period

     1,516.22           1,741.05   
  

 

 

      

 

 

 

Net asset value per unit, end of period

   $ 1,283.76         $ 1,803.10   
  

 

 

      

 

 

 

*     Includes brokerage fees and clearing fees.

**   Excludes brokerage fees and clearing fees.

 

     Three Months Ended  
     March 31,  
     2012     2011***  

Ratios to average net assets:****

    

Net investment income (loss)

     (8.1 )%      (8.4 )% 

Incentive fees

     —      —  %****** 
  

 

 

   

 

 

 

Net investment income (loss) before incentive fees*****

     (8.1 )%      (8.4 )% 
  

 

 

   

 

 

 

Operating expenses

     8.1     8.5

Incentive fees

         %****** 
  

 

 

   

 

 

 

Total expenses

     8.1     8.5
  

 

 

   

 

 

 

Total return:

    

Total return before incentive fees

     (15.3 )%      3.6

Incentive fees

         %****** 
  

 

 

   

 

 

 

Total return after incentive fees

     (15.3 )%      3.6
  

 

 

   

 

 

 

 

*** The ratios are shown net and gross of incentive fees to conform to current period presentation.

 

**** Annualized (other than incentive fees.)
***** Interest income less total expenses.
****** 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


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(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 Partnership’s trading activities are shown in the Statements of Income and Expenses.

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 open 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 as the criteria under Accounting Standards Codification (“ASC”) 210-20, “Balance Sheet” have been met.

All of the commodity interests owned by the Partnership are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership, during the three months ended March 31, 2012 and 2011 were 289 and 289, respectively. The monthly average number of metal forward contracts traded directly by the Partnership, during the three months ended March 31, 2012 and 2011 were 29 and 19, respectively.

The monthly average number of futures contracts traded by JWH Master, during the three months ended March 31, 2012 and 2011 were 1,703 and 2,197, respectively.

Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions.

 

9


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

The following tables indicate the Partnership’s 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, 2012, and December 31, 2011.

 

Assets

   March  31,
2012
 

Futures Contracts

  

Currencies

   $ 7,388   

Energy

     23,400   

Grains

     34,428   

Indices

     81,484   

Interest Rates U.S.

     5,675   

Interest Rates Non-U.S.

     9,159   

Livestock

     21,620   

Softs

     45,773   
  

 

 

 

Total unrealized appreciation on open futures contracts

   $ 228,927   
  

 

 

 
Liabilities       

Futures Contracts

      

Currencies

   $ (63,519

Energy

     (51,296

Grains

     (10,888

Indices

     (21,121

Interest Rates U.S.

     (2,500

Interest Rates Non-U.S.

     (8,993

Metals

     (5,240

Softs

     (11,345
  

 

 

 

Total unrealized depreciation on open futures contracts

   $ (174,902
  

 

 

 

Net unrealized appreciation on open futures contracts

   $ 54,025
  

 

 

 
Assets       

Forward Contracts

      

Metals

   $ 21,728   
  

 

 

 

Total unrealized appreciation on open forward contracts

   $ 21,728   
  

 

 

 
Liabilities       

Forward Contracts

      

Metals

   $ (41,150
  

 

 

 

Total unrealized depreciation on open forward contracts

   $ (41,150
  

 

 

 

Net unrealized depreciation on open forward contracts

   $ (19,422 )** 
  

 

 

 

 

* 

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.

 

10


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

     December 31,
2011
 

Assets

  

Futures Contracts

  

Currencies

   $ 13,437   

Energy

     165,786   

Indices

     13,946   

Interest Rates U.S.

     27,266   

Interest Rates Non-U.S.

     93,581   

Softs

     52,830   
  

 

 

 

Total unrealized appreciation on open futures contracts

   $ 366,846   
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

   $ (52,850

Energy

     (12,030

Grains

     (41,261

Indices

     (13,467

Interest Rates U.S.

     (938

Interest Rates Non-U.S.

     (1,562

Livestock

     (5,400

Metals

     (62,935
  

 

 

 

Total unrealized depreciation on open futures contracts

   $ (190,443
  

 

 

 

Net unrealized appreciation on open futures contracts

   $ 176,403
  

 

 

 

 

Assets

  

Forward Contracts

  

Metals

   $ 28,388   
  

 

 

 

Net unrealized appreciation on open forward contracts

   $ 28,388 ** 
  

 

 

 

 

 

* This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.
** This amount is in “Net unrealized appreciation on open forward contracts” on the Statements of Financial Condition.

The following tables indicate the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three months ended March 31, 2012, and 2011.

 

    Three Months Ended
March 31,
 

Sector

  2012     2011  

Currencies

  $ (141,428   $ (225,127

Energy

    306,069        158,772   

Grains

    6,021        37,191   

Indices

    175,146        (132,736

Interest Rates U.S.

    (79,522     (55,537

Interest Rates Non-U.S.

    3,404        21,746   

Livestock

    21,170        24,250   

Metals

    (89,673     3,665   

Softs

    (8,013     376,164   
 

 

 

   

 

 

 

Total

  $ 193,174 ***    $ 208,388 *** 
 

 

 

   

 

 

 

 

 

*** This amount is in “Total trading results” on the Statements of Income and Expenses and Changes in Partners’ Capital.

 

 

11


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

4.    Fair Value Measurements:

Partnership’s and JWH Master’s 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’/Members’ Capital.

Partnership’s and JWH Master’s 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 Partnership’s and JWH Master’s Level 1 assets and liabilities are actively traded.

GAAP also requires the use of 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 Partnership’s Level 2 assets and liabilities.

The Partnership and JWH Master 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.

Effective January 1, 2012, the Partnership adopted Accounting Standards Update (“ASU”) 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and International Financial Reporting Standards” (“IFRS”). The amendments within this ASU change the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements to eliminate unnecessary wording differences between GAAP and IFRS. However, some of the amendments clarify FASB’s intent about the application of existing fair value measurement requirements and other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This new guidance did not have a significant impact on the Partnership’s financial statements.

 

12


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(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 and liabilities from observable inputs (Level 2). Investments in JWH Master (or other commodity pools) with no 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 Partnership’s investment in JWH Master reflects its proportional interest in JWH Master. As of and for the periods ended March 31, 2012, and December 31, 2011, the Partnership and JWH Master did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

There were no transfers of assets and liabilities between Level 1 and Level 2 during the quarter ended March 31, 2012.

 

          Quoted Prices in              
          Active Markets for     Significant Other     Significant  
          Identical Assets     Observable Inputs     Unobservable Inputs  
    March 31, 2012     (Level 1)     (Level 2)     (Level 3)  

Assets

       

Futures

  $ 228,927      $ 228,927      $      $   

Forwards

    21,728        21,728                 

Investment in JWH Master

    40,588,612               40,588,612          
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 40,839,267      $ 250,655      $ 40,588,612      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

       

Futures

  $ 174,902      $ 174,902      $      $   

Forwards

    41,150        41,150                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  $ 216,052      $ 216,052      $      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

  $ 40,623,215      $ 34,603      $ 40,588,612      $   
 

 

 

   

 

 

   

 

 

   

 

 

 
          Quoted Prices in              
          Active Markets for     Significant Other     Significant  
          Identical Assets     Observable Inputs     Unobservable Inputs  
    December 31, 2011     (Level 1)     (Level 2)     (Level 3)  

Assets

       

Forwards

  $ 28,388      $ 28,388      $      $   

Futures

    366,846        366,846                 

Investment in JWH Master

    49,319,514               49,319,514          
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 49,714,748      $ 395,234      $ 49,319,514          
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

       

Futures

  $ 190,443      $ 190,443      $      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    190,443        190,443                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

  $ 49,524,305      $ 204,791      $ 49,319,514      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

13


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

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 JWH Global Analytics Program (the “Global Analytics Program”), a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is the managing member 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. Expenses to investors as a result of the investment in JWH Master are approximately the same and redemptions rights are not affected.

The General Partner is not aware of any material changes to the trading program discussed above during the fiscal quarter ended March 31, 2012.

JWH Master’s 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 managing member at least three 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 CGM’s direct brokerage fees are charged at the Partnership level.

 

14


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

At March 31, 2012, the Partnership owned approximately 88.8% of JWH Master. At December 31, 2011, the Partnership owned approximately 88.7% 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.

The Master’s Statements of Financial Condition and Condensed Schedules of Investments as of March 31, 2012 and December 31, 2011 and Statements of Income and Expenses and Changes in Members’ Capital for the three months ended March 31, 2012 and 2011 are presented below:

JWH Master Fund LLC

Statements of Financial Condition

 

    

(Unaudited)

March 31,

     December 31,  
     2012      2011  

Assets:

     

Equity in trading account:

     

Cash

   $ 38,751,389       $ 43,003,090   

Cash margin

     7,311,764         10,415,335   

Net unrealized appreciation on open futures contracts

     —           2,255,526   
  

 

 

    

 

 

 

Total assets

   $ 46,063,153       $ 55,673,951   
  

 

 

    

 

 

 

Liabilities and Members’ Capital:

     

Liabilities:

     

Net unrealized depreciation on open futures contracts

   $ 286,173       $ —     

Accrued expenses:

     

Professional fees

     64,063         73,280   
  

 

 

    

 

 

 

Total liabilities

     350,236         73,280   
  

 

 

    

 

 

 

Members’ Capital:

     

Members’ Capital, 17,086.4724 and 17,428.5973 units outstanding at March 31, 2012 and December 31, 2011, respectively

     45,712,917         55,600,671   
  

 

 

    

 

 

 

Total liabilities and members’ capital

   $ 46,063,153       $ 55,673,951   
  

 

 

    

 

 

 

Net asset value per unit

   $ 2,675.39       $ 3,190.20   
  

 

 

    

 

 

 

 

15


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

JWH Master Fund LLC

Condensed Schedule of Investments

March 31, 2012

(Unaudited)

 

     Number of
Contracts
     Fair Value     % of  Members’
Capital
 

Futures Contracts Purchased

       

Currencies

     137       $ 42,444        0.09

Energy

     225         (395,433     (0.86

Grains

     148         777,750        1.70   

Indices

     78         264,030        0.58   

Interest Rates Non-U.S.

     267         106,429        0.23   

Softs

     297         (94,639     (0.21
     

 

 

   

 

 

 

Total futures contracts purchased

        700,581        1.53   
     

 

 

   

 

 

 

Futures Contracts Sold

       

Currencies

     188         (285,525     (0.62

Energy

     46         41,400        0.09   

Grains

     228         (304,738     (0.67

Interest Rates U.S.

     195         (217,578     (0.48

Interest Rates Non-U.S.

     8         (43,748     (0.10

Metals

     171         (144,590     (0.31

Softs

     50         (31,975     (0.07
     

 

 

   

 

 

 

Total futures contracts sold

        (986,754     (2.16
     

 

 

   

 

 

 

Net fair value

      $ (286,173     (0.63 )% 
     

 

 

   

 

 

 

 

16


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

JWH Master Fund LLC

Condensed Schedule of Investments

December 31, 2011

 

     Number  of
Contracts
     Fair Value     % of  Members’
Capital
 

Futures Contracts Purchased

       

Grains

     39       $ (688     (0.00 )%* 

Interest Rates U.S.

     272         249,655        0.45   

Interest Rates Non-U.S.

     325         506,564        0.91   
     

 

 

   

 

 

 

Total futures contracts purchased

        755,531        1.36   
     

 

 

   

 

 

 

Futures Contracts Sold

       

Currencies

     339         (132,556     (0.24

Energy

     212         104,106        0.19   

Grains

     38         (102,125     (0.18

Indices

     44         63,495        0.11   

Interest Rates U.S.

     138         (8,475     (0.02

Metals

     236         1,315,470        2.36   

Softs

     588         260,080        0.47   
     

 

 

   

 

 

 

Total futures contracts sold

        1,499,995        2.69   
     

 

 

   

 

 

 

Net fair value

      $ 2,255,526        4.05
     

 

 

   

 

 

 

 

* Due to rounding.

 

17


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

JWH Master Fund LLC

Statements of Income and Expenses and Changes in Members’ Capital

(Unaudited)

 

    Three Months Ended  
    March 31,  
    2012     2011  

Investment Income:

   

Interest income

  $ 3,976      $ 15,166   
 

 

 

   

 

 

 

Total investment income

    3,976        15,166   
 

 

 

   

 

 

 

Expenses:

   

Clearing fees

    26,629        23,123   

Professional fees

    15,503        42,224   
 

 

 

   

 

 

 

Total expenses

    42,132        65,347   
 

 

 

   

 

 

 

Net investment income (loss)

    (38,156     (50,181
 

 

 

   

 

 

 

Trading Results:

   

Net gains (losses) on trading of commodity interests:

   

Net realized gains (losses) on closed contracts

    (6,416,090     4,502,223   

Change in net unrealized gains (losses) on open contracts

    (2,541,699     (47,862
 

 

 

   

 

 

 

Total trading results

    (8,957,789     4,454,361   
 

 

 

   

 

 

 

Net income (loss)

    (8,995,945     4,404,180   

Subscriptions

    1,914,000        1,765,498   

Redemptions

    (2,801,833     (2,169,307

Distribution of interest income to feeder funds

    (3,976     (15,166
 

 

 

   

 

 

 

Net increase (decrease) in Members’ Capital

    (9,887,754     3,985,205   

Members’ capital, beginning of period

    55,600,671        71,991,640   
 

 

 

   

 

 

 

Members’ capital, end of period

  $ 45,712,917      $ 75,976,845   
 

 

 

   

 

 

 

Net asset value per unit (17,086.4724 and 21,130.9323 units outstanding at March 31, 2012 and 2011, respectively)

  $ 2,675.39      $ 3,595.53   
 

 

 

   

 

 

 

Net income (loss) per unit*

  $ (514.58   $ 207.46   
 

 

 

   

 

 

 

Weighted average units outstanding

    17,680.9732        21,396.2349   
 

 

 

   

 

 

 

 

* Based on change in net asset value per unit.

 

18


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(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 and liabilities from observable inputs (Level 2). As of and for the periods ended March 31, 2012 and December 31, 2011, JWH Master did not hold any derivative instruments for which market quotations were not readily available and which were priced by broker-dealers that derive fair values from those assets from observable inputs (Level 2) or that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

During the period January 1, 2012 to March 31, 2012, there were no Level 3 assets and liabilities, and there were no transfers of assets or liabilities between Level 1 and Level 2.

 

          Quoted Prices in              
          Active Markets     Significant Other     Significant  
          for Identical     Observable Inputs     Unobservable  
    March 31, 2012     Assets (Level 1)     (Level 2)     Inputs (Level 3)  

Assets

       

Futures

  $ 1,269,134      $ 1,269,134      $      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    1,269,134        1,269,134                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

       

Futures

    1,555,307        1,555,307                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

   
1,555,307
  
   
1,555,307
  
             
 

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

  $ (286,173   $ (286,173   $      $   
 

 

 

   

 

 

   

 

 

   

 

 

 
          Quoted Prices in              
          Active Markets     Significant Other     Significant  
          for Identical     Observable Inputs     Unobservable  
    December 31, 2011     Assets (Level 1)     (Level 2)     Inputs (Level 3)  

Assets

       

Futures

  $ 3,003,214      $ 3,003,214      $      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    3,003,214        3,003,214                 
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

       

Futures

    747,688       
747,688
  
             
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   
747,688
  
   
747,688
  
             
 

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

  $ 2,255,526      $ 2,255,526      $      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

 

19


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

Financial Highlights of JWH Master:

Changes in the net asset value per unit for the three months ended March 31, 2012, and 2011 were as follows:

 

     Three Months Ended  
     March 31,  
     2012     2011  

Net realized and unrealized gains (losses)*

   $ (513.91   $ 208.73   

Interest income

     0.23        0.72   

Expenses**

     (0.90     (1.99
  

 

 

   

 

 

 

Increase (decrease) for the period

     (514.58     207.46   

Distributions of interest income to feeder funds

     (0.23     (0.72

Net asset value per unit, beginning of period

     3,190.20        3,388.79   
  

 

 

   

 

 

 

Net asset value per unit, end of period

   $ 2,675.39      $ 3,595.53   
  

 

 

   

 

 

 

 

* Includes clearing fees.

 

** Excludes clearing fees.

 

     Three Months Ended  
     March 31,  
     2012     2011  

Ratios to average net assets:***

    

Net investment income (loss)****

     (0.3 )%      (0.3 )% 
  

 

 

   

 

 

 

Operating expenses

     0.3     0.4
  

 

 

   

 

 

 

Total return

     (16.1 )%      6.1
  

 

 

   

 

 

 

 

 

*** Annualized.

 

**** Interest income less total expenses.

The above ratios may vary for individual investors based on the timing of capital transactions during the period.

Additionally, these ratios are calculated for the non-managing member class using the non-managing member’s share of income, expenses and average net assets.

 

 

20


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

The following tables indicate JWH Master’s gross fair values of derivative instruments of futures contracts as separate assets and liabilities as of March 31, 2012, and December 31, 2011.

 

     March 31,  
     2012  

Assets

  

Futures Contracts

  

Currencies

   $ 44,563   

Energy

     41,400   

Grains

     777,749   

Indices

     289,679   

Interest Rates U.S.

     2,344   

Interest Rates Non-U.S.

     106,429   

Softs

     6,970   
  

 

 

 

Total unrealized appreciation on open futures contracts

   $ 1,269,134   
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

   $ (287,644

Energy

     (395,433

Grains

     (304,737

Indices

     (25,649

Interest Rates U.S.

     (219,922

Interest Rates Non-U.S.

     (43,748

Metals

     (144,590

Softs

     (133,584
  

 

 

 

Total unrealized depreciation on open futures contracts

   $ (1,555,307
  

 

 

 

Net unrealized depreciation on open futures contracts

   $ (286,173 )* 
  

 

 

 

 

* This amount is in “Net unrealized depreciation on open futures contracts” on JWH Master’s Statements of Financial Condition.

 

      December 31,
2011
 

Assets

  

Futures Contracts

  

Currencies

   $ 80,306   

Energy

     318,606   

Indices

     69,731   

Interest Rates U.S.

     249,655   

Interest Rates Non-U.S.

     512,801   

Metals

     1,455,860   

Softs

     316,255   
  

 

 

 

Total unrealized appreciation on open futures contracts

   $ 3,003,214   
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

   $ (212,862

Energy

     (214,500

Grains

     (102,812

Indices

     (6,237

Interest Rates U.S.

     (8,475

Interest Rates Non-U.S.

     (6,237

Metals

     (140,390

Softs

     (56,175
  

 

 

 

Total unrealized depreciation on open futures contracts

   $ (747,688
  

 

 

 

Net unrealized appreciation on open futures contracts

   $ 2,255,526 ** 
  

 

 

 

 

 

** This amount is in “Net unrealized appreciation on open futures contracts” on JWH Master’s Statements of Financial Condition.

 

21


Table of Contents

Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

The following tables indicate JWH Master’s total trading gains and losses, by market sector, on derivative instruments for the three months ended March 31, 2012, and 2011.

 

     Three Months Ended
March  31,
 

Sector

   2012     2011  

Currencies

   $ (942,569   $ (1,192,848

Energy

     1,311,299        4,315,497   

Grains

     (721,338     (1,486,900

Indices

     625,824        (970,965

Interest Rates U.S.

     (1,159,856     (202,807

Interest Rates Non-U.S.

     (1,201,129     (206,321

Metals

     (5,366,295     1,218,895   

Softs

     (1,503,725     2,979,810   
  

 

 

   

 

 

 

Total

   $ (8,957,789 )***    $ 4,454,361 *** 
  

 

 

   

 

 

 

 

 

*** This amount is in “Total trading results” on JWH Master’s 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, futures and option contracts, 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, certain forward and option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain option contracts. Each of these instruments is subject to various risks similar to those relating 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 General Partner estimates at any given time approximately 0.0% to 0.3% of the Partnership’s / JWH Master’s contracts are traded OTC.

The risk to the limited partners that have purchased Redeemable Units is limited to the amount of their share of the partnership’s net assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York 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.

 

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Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s and JWH Master’s risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership’s and JWH Master’s 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 CGM or a CGM affiliate is the sole counterparty or broker with respect to the Partnership and JWH Master assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through CGM, the Partnership’s and JWH Master’s counterparty is an exchange or clearing organization.

    The General Partner monitors and attempts to control the Partnership’s and JWH Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership 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, online monitoring systems provide account analysis of futures, forwards and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Partnership’s and JWH Master’s business, these instruments may not be held to maturity.

 

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Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(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.

Partnership’s and JWH Master’s 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’/Members’ Capital.

Partnership’s and JWH Master’s 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 Partnership’s and JWH Master’s Level 1 assets and liabilities are actively traded.

GAAP also requires the use of 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 Partnership’s Level 2 assets and liabilities.

The Partnership and JWH Master 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, forward and option contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forward and option contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets and liabilities 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 Partnership’s investment in JWH Master reflects its proportional interest in JWH Master. As of and for the periods ended March 31, 2012 and December 31, 2011, the Partnership and JWH Master did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

 

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Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(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’/Members’ 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 are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Partnership 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. 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 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’/Members’ Capital.

Income Taxes. Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.

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 Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The General Partner concluded that no provision for income tax is required in the Partnership’s financial statements.

The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2008 through 2011 tax years remain subject to examination by U.S. federal and most state tax authorities. The General Partner does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Subsequent Events. The General Partner evaluates events that occur after the balance sheet date but before financial statements are filed. The General Partner 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.

 

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Westport JWH Futures Fund L.P.

Notes to Financial Statements

March 31, 2012

(Unaudited)

 

Recent Accounting Pronouncements. In October 2011, FASB issued a proposed ASU intended to improve and converge financial reporting by setting forth consistent criteria for determining whether an entity is an investment company. Under longstanding GAAP, investment companies carry all of their investments at fair value, even if they hold a controlling interest in another company. The primary changes being proposed by FASB relate to which entities would be considered investment companies as well as certain disclosure and presentation requirements. In addition to the changes to the criteria for determining whether an entity is an investment company, FASB also proposes that an investment company consolidate another investment company if it holds a controlling financial interest in the entity. The Partnership will evaluate the impact that this proposed update would have on the financial statements once the pronouncement is issued.

In December 2011, FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities,” which creates a new disclosure requirement about the nature of an entity’s rights of setoff and the related arrangements associated with its financial instruments and derivative instruments. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of this disclosure is to facilitate comparisons between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of IFRS. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Partnership should also provide the disclosures retrospectively for all comparative periods presented. The Partnership is currently evaluating the impact that the pronouncement would have on 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.”

 

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Item  2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its assets are (i) investment in JWH Master, and (ii) equity in trading account, consisting of cash, cash margin, net unrealized appreciation on open futures contracts and net unrealized appreciation 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 2012.

The Partnership’s 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, 2012, Partnership capital decreased 16.6% from $55,581,207 to $46,369,807. This decrease was attributable to a net loss from operations of $8,727,794, coupled with the redemption of 1,913.0836 Redeemable Units totaling $2,488,606, which was partially offset by the subscriptions of 1,375.8702 Redeemable Units totaling $2,005,000. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

JWH Master’s 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, 2012, JWH Master’s capital decreased 17.8% from $55,600,671 to $45,712,917. This decrease was attributable to a net loss from operations of $8,995,945, coupled with the redemption of 964.0106 Units of Member Interest totaling $2,801,833 and distribution of interest income to feeder funds totaling $3,976, which was partially offset by the subscriptions of 621.8857 Units of Member Interest totaling $1,914,000. 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 Partnership’s 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 their financial statements, with changes in fair value reported as a component of net realized gains (losses) and change in net unrealized gains (losses) in the Statements of Income and Expenses and Changes in Partners’/Members’ Capital as applicable.

 

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Table of Contents

Results of Operations

During the Partnership’s first quarter of 2012, the net asset value per unit decreased 15.3% from $1,516.22 to $1,283.76 as compared to an increase of 3.6% in the first quarter of 2011. The Partnership experienced a net trading loss before brokerage fees and related fees in the first quarter of 2012 of $7,721,728. Losses were primarily attributable to the Partnership’s and JWH Masters’ trading of commodity futures in currencies, grains, U.S. and non-U.S. interest rates, metals and softs, which were partially offset by gains in energy, livestock and indices. 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 Partnership’s 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 most significant losses were recorded within the metals sector in January from short positions in gold and silver futures as prices advanced as the U.S. Federal Reserve’s pledge to keep U.S. borrowing costs low drove the U.S. dollar down, boosting demand for the precious metals. Additional losses were recorded in this sector during February and March from positions in gold and silver futures. Within the global interest rate sector, losses were incurred during February and March from long positions in U.S., European, and Japanese fixed-income futures. During February, prices fell amid optimism that Greece would receive a second bailout, thereby diminishing demand for the relative “safety” of government bonds. Meanwhile, prices fell further during March after the U.S. Federal Reserve upwardly revised their U.S. economic outlook. Within the agricultural sector, losses were incurred primarily during January and February from short positions in sugar futures as prices advanced on concern that supplies will be tighter than forecast because of harvest delays in Brazil, the world’s largest producer of sugar. Elsewhere, losses were incurred throughout the majority of the quarter from long positions in corn futures as prices declined on speculation that rising U.S. ethanol stockpiles will slow demand for the grain, boosting supply. Losses were also experienced within the currency markets from short positions in the euro, British pound, and Swiss franc versus the U.S. dollar as the value of these currencies reversed higher against the U.S. dollar during January.

A portion of the Partnership’s losses for the quarter was offset by gains experienced within the energy sector from short positions in natural gas futures as prices dropped throughout the majority of the quarter amid ample inventories and mild weather across the U.S. Additional gains were experienced during February from long futures positions in RBOB (unleaded) gasoline and Brent crude as prices increased on concerns over inventory levels and rising tensions in the Middle East. Within the global stock index sector, gains were achieved throughout the majority of the quarter from long positions in Pacific Rim and U.S. equity index futures as prices were buoyed higher by better-than-expected economic reports in these regions. Prices also rose after China cut banks’ reserve requirements to fuel lending and the U.S. Federal Reserve Board raised its assessment of the U.S. economy.

Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility of profit. 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.

 

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Interest income on 80% of the daily average equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of JWH Master’s) account was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. Interest income for the three months ended March 31, 2012 decreased by $9,068, as compared to the corresponding period in 2011. The decrease in interest income is due to lower U.S. Treasury bill rates during the three months ended March 31, 2012, as compared to the corresponding period in 2011. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on the average daily equity in the Partnership’s and JWH Masters’ accounts and upon interest rates over which neither the Partnership, JWH Master nor CGM has control.

Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, 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, 2012 decreased by $259,927, as compared to the corresponding period in 2011. The decrease in brokerage fees and clearing fees is due to lower average net assets during the three months ended March 31, 2012, as compared to the corresponding period in 2011.

Management fees are calculated as a percentage of the Partnership’s 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, 2012 decreased by $95,713, as compared to the corresponding period in 2011. The decrease in management fees is due to lower average net assets during the three months ended March 31, 2012, as compared to the corresponding period in 2011.

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. There were no incentive fees earned for the three months ended March 31, 2012. Trading performance for the three months ended March 31, 2011, resulted in incentive fees of $612.

In allocating the assets of the Partnership to the trading Advisor, the General Partner considers the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the trading advisor and may allocate assets to additional advisors at any time.

As of March 31, 2012 and December 31, 2011, the Partnership’s assets were allocated among the JWH programs in the following approximate percentages:

 

      March 31, 2012     December 31, 2011  

Broadly Diversified Programs

    

JWH Global Analytics

     84     90

JWH Diversified Plus

     16     10

 

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Table of Contents
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 Partnership’s and JWH Master’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s and JWH Master’s main line of business.

The limited partners will not be liable for losses exceeding the current net asset value of their investment.

Market movements result in frequent changes in the fair value of the Partnership’s and JWH Master’s open contracts and, consequently, in their earnings and cash balances. The Partnership’s and JWH Master’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s and JWH Master’s open contracts and the liquidity of the markets in which they trade.

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 Partnership’s and JWH Master’s 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 Partnership’s and JWH Master’s 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 Partnership’s and JWH Master’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s and JWH Master’s losses in any market sector will be limited to Value at Risk or by the Partnership’s and JWH Master’s 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 Partnership’s and JWH Master’s open positions by market category as of March 31, 2012 and December 31, 2011. 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 Partnership’s 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 Partnership’s Annual Report on Form 10-K for the year ended December 31, 2011.

The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31, 2012 and December 31, 2011. As of March 31, 2012, the Partnership’s total capitalization was $46,369,807.

March 31, 2012

 

Market Sector

         Value at Risk           % of Total Capitalization  

Currencies

   $ 989,038        2.13

Energy

     1,219,247        2.63

Grains

     309,585        0.67

Indices

     342,329        0.74

Interest Rates U.S.

     316,581        0.68

Interest Rates Non-U.S.

     707,528        1.53

Livestock

     10,800        0.02

Metals

     1,599,096        3.45

Softs

     535,205        1.15
  

 

 

   

 

 

 

Total

   $  6,029,409        13.00
  

 

 

   

 

 

 

 

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As of December 31, 2011, the Partnership’s total capitalization was $55,581,207.

December 31, 2011

 

Market Sector

  Value at Risk     % of Total
Capitalization
 

Currencies

  $ 1,483,475        2.67

Energy

    941,508        1.69

Grains

    128,473        0.23

Indices

    203,699        0.37

Interest Rates U.S.

    624,208        1.12

Interest Rates Non-U.S.

    1,017,493        1.83

Livestock

    138,860        0.25

Metals

    2,499,722        4.50

Softs

    1,220,468        2.20
 

 

 

   

 

 

 

Total

  $  8,257,906        14.86
 

 

 

   

 

 

 

The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investments through JWH Master by market category as of March 31, 2012, and December 31, 2011, and the highest, lowest and average values at any point during the three months ended March 31, 2012, and the twelve months ended December 31, 2011. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of March 31, 2012, the Partnership’s 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, 2012

 

                  Three months ended March 31, 2012  
            % of Total     High      Low      Average  

Market Sector

   Value at Risk      Capitalization     Value at Risk      Value at Risk      Value at Risk*  

Currencies

   $ 170,320         0.37   $ 283,500       $ 102,570       $ 212,823   

Energy

     144,820         0.31     149,420         63,360         119,390   

Grains

     20,674         0.04     85,000         20,674         28,000   

Indices

     121,388         0.26     152,445         35,559         107,094   

Interest Rates U.S.

     12,885         0.03     63,650         7,749         40,928   

Interest Rates Non -U.S.

     95,593         0.21     140,096         55,097         108,080   

Livestock

     10,800         0.02     10,800         8,000         10,800   

Metals

     30,000         0.07     138,181         30,000         31,333   

Softs

     57,550         0.12     135,575         37,600         57,850   
  

 

 

    

 

 

         

Totals

   $ 664,030         1.43        
  

 

 

    

 

 

         
* Average of month-end Values at Risk.

As of December 31, 2011, the Partnership’s 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:

December 31, 2011

 

                  Twelve months ended December 31, 2011  

Market Sector

   Value at Risk      % of Total
Capitalization
    High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Currencies

   $ 219,500         0.39   $ 247,704       $ 40,200       $ 150,077   

Energy

     105,475         0.19     168,805         63,360         106,813   

Grains

     40,750         0.07     89,000         20,149         56,227   

Indices

     94,428         0.17     188,613         35,559         125,231   

Interest Rates U.S.

     54,060         0.10     73,300         7,749         47,078   

Interest Rates Non -U.S.

     138,860         0.25     138,860         55,097         103,443   

Livestock

     10,800         0.02     12,000         4,800         7,233   

Metals

     138,151         0.25     138,239         28,494         100,337   

Softs

     72,800         0.13     144,400         29,900         81,172   
  

 

 

    

 

 

         

Totals

   $ 874,824         1.57        
  

 

 

    

 

 

         

 

* Annual average of month-end Values at Risk.

 

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As of March 31, 2012, JWH Master’s total capitalization was $45,712,917. The Partnership owned approximately 88.8% of JWH Master. The JWH Master’s Value at Risk for its assets (including the portion of the Partnership’s assets that are traded indirectly) was as follows:

March 31, 2012

 

                  Three months ended March 31, 2012  
            % of Total     High      Low      Average  

Market Sector

   Value at Risk      Capitalization     Value at Risk      Value at Risk      Value at Risk*  

Currencies

   $ 921,980         2.02   $ 1,616,400       $ 211,800       $ 676,210   

Energy

     1,209,940         2.65     1,264,920         529,580         1,133,158   

Grains

     325,350         0.71     1,186,000         68,250         219,844   

Indices

     248,807         0.54     526,367         61,094         234,544   

Interest Rates U.S.

     342,000         0.75     614,200         74,200         310,492   

Interest Rates Non -U.S.

     689,116         1.51     1,414,147         206,777         749,192   

Metals

     1,767,000         3.86     2,806,000         195,039         1,304,333   

Softs

     537,900         1.18     1,971,480         247,550         394,600   
  

 

 

    

 

 

         

Total

   $ 6,042,093         13.22        
  

 

 

    

 

 

         

 

* Average of month-end Values at Risk.

As of December 31, 2011, JWH Master’s total capitalization was $55,600,671. The Partnership owned approximately 88.7% of JWH Master. The JWH Master’s Value at Risk for its assets (including the portion of the Partnership’s assets that are traded indirectly) was as follows:

December 31, 2011

 

                  Twelve months ended December 31, 2011  

Market Sector

   Value at Risk      % of Total
Capitalization
    High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Currencies

   $  1,425,000         2.56   $  1,616,400       $ 196,662       $ 978,654   

Energy

     942,540         1.70     1,328,648         68,850         757,468   

Grains

     98,899         0.18     1,186,000         98,899         629,229   

Indices

     147,575         0.27     539,176         58,237         263,018   

Interest Rates U.S.

     597,272         1.07     737,200         75,200         433,698   

Interest Rates Non -U.S.

     1,086,170         1.95     1,528,594             321,976         955,659   

Metals

     2,806,000         5.05     2,806,000         175,500         1,396,862   

Softs

     1,220,200         2.19     1,971,480         97,200         1,147,613   
  

 

 

    

 

 

         

Total

   $ 8,323,656         14.97        
  

 

 

    

 

 

         

 

* Annual average of month-end Values at Risk.

 

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Item 4.   Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2012, and, based on that evaluation, the General Partner’s CEO and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.

The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

 

 

pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

 

 

provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

 

 

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended March 31, 2012, that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

 

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The following information supplements and amends the discussion set forth under Part I, Item 3. “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. There are no material legal proceedings pending against the Partnership and the General Partner.

Subprime Mortgage-Related Litigation and Other Matters

On March 15, 2012, the United States Court of Appeals for the Second Circuit granted a stay of the district court proceedings pending resolution of the appeals in SEC v. CGMI. Additional information relating to this matter is publicly available in court filings under docket numbers 11 Civ. 7387 (S.D.N.Y.) (Rakoff, J.) and 11-5227 (2d Cir.).

 

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Table of Contents

Item 1A.   Risk Factors

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended March 31, 2012, there were subscriptions of 1,375.8702 Redeemable Units totaling $2,005,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder. These Redeemable Units were purchased by accredited investors as described in Regulation D. In determining the applicability of the exemption, the General Partner relied on the fact that the Redeemable Units were purchased by accredited investors in a private offering.

Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, forwards and commodity option contracts, and any other rights or interests pertaining thereto including interest in commodity pools.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

 

Period   

(a) Total Number

of Shares

(or Units) Purchased*

    

(b) Average

Price Paid per

Share (or Unit)**

    

(c) Total Number

of Shares (or Units)

Purchased as Part

of Publicly Announced

Plans or Programs

    

(d) Maximum Number

(or Approximate

Dollar Value) of Shares

(or Units) that

May Yet Be

Purchased Under the

Plans or Programs

 

January 1, 2012-

January 31, 2012

     428.0793       $ 1,326.71         N/A         N/A   

February 1, 2012-

February 29, 2012

     357.7118       $ 1,323.68         N/A         N/A   

March 1, 2012-

March 31, 2012

     1,127.2925       $ 1,283.76         N/A         N/A   

Total

     1,913.0836       $ 1,300.83                     

 

* 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 Partnership’s business in connection with effecting redemptions for limited partners.

 

** Redemptions of Redeemable Units are effected as of the last day of each month at the net asset value per Redeemable Unit as of that day.

Item 3.   Defaults Upon Senior Securities – None

Item 4.   Mine Safety Disclosures – None

Item 5.   Other Information – None

 

 

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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 the 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 the 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 the 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 the 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 the 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 the 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 the 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).

 

  (h) Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 2, 2011 (filed as Exhibit 3.2(h) to the Form 8-K filed on September 7, 2011 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).

 

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Table of Contents
10.3  (a) 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).

 

  (b) 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).

 

  (c) Letter extending the Amended and Restated Management Agreement among the Partnership, the General Partner and John W. Henry & Company, Inc. for 2011, dated June 1, 2011 (filed as Exhibit 10.3(b) to the Form 10-K filed on March 30, 2012 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)

32.1         – Section 1350 Certification (Certification of President and Director)

32.2         – Section 1350 Certification (Certification of Chief Financial Officer)

101.INS   XBRL Instance Document

101.SCH   XBRL Taxonomy Extension Schema Document

101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB   XBRL Taxonomy Extension Label Linkbase Document

101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

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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 15, 2012

 

By:   /s/ Brian Centner
    Brian Centner
   

Chief Financial Officer

(Principal Accounting Officer)

Date: May 15, 2012

 

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