Attached files

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EX-32.03 - EXHIBIT 32.03 - Millburn Multi-Markets Fund L.P.s105980_ex32-03.htm
EX-32.02 - EXHIBIT 32.02 - Millburn Multi-Markets Fund L.P.s105980_ex32-02.htm
EX-32.01 - EXHIBIT 32.01 - Millburn Multi-Markets Fund L.P.s105980_ex32-01.htm
EX-31.03 - EXHIBIT 31.03 - Millburn Multi-Markets Fund L.P.s105980_ex31-03.htm
EX-31.02 - EXHIBIT 31.02 - Millburn Multi-Markets Fund L.P.s105980_ex31-02.htm
EX-31.01 - EXHIBIT 31.01 - Millburn Multi-Markets Fund L.P.s105980_ex31-01.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the Quarterly Period Ended: March 31, 2017

 

Or

 

¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number: 000-54028

 

MILLBURN MULTI-MARKETS FUND L.P. 

 

 (Exact name of registrant as specified in its charter)

 

Delaware   26-4038497
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

c/o MILLBURN RIDGEFIELD CORPORATION

411 West Putnam Avenue

Greenwich, Connecticut 06830

 

 

 (Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (203) 625-7554

 

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x
  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Yes  o        No  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ¨ No x

 

 

 

 

PART I. FINANANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

Millburn Multi-Markets Fund L.P.    
Financial statements    
For the three months ended March 31, 2017 and 2016 (unaudited)    
     
Statements of Financial Condition (a)   1
Statements of Operations (b)   2
Statements of Changes in Partners' Capital (b)   3
Statements of Financial Highlights (b)   4
Notes to Financial Statements   6

 

(a) At March 31, 2017 and December 31, 2016 (unaudited)

 

(b) For the three months ended March 31, 2017 and 2016 (unaudited)

 

 

 

 

Millburn Multi-Markets Fund L.P.

Statements of Financial Condition (UNAUDITED)

 

   March 31, 2017   December 31, 2016 
ASSETS          
Investment in Millburn Multi-Markets          
Trading L.P. (the “Master Fund”)  $179,595,658   $172,886,333 
Due from the Master Fund   2,293,740    2,876,148 
Cash and cash equivalents   6,373,752    2,119,000 
           
Total assets  $188,263,150   $177,881,481 
           
LIABILITIES AND PARTNERS’ CAPITAL          
           
LIABILITIES:          
Capital contributions received in advance  $6,373,000   $2,119,000 
Capital withdrawal payable to Limited Partners   2,293,740    2,076,148 
Capital withdrawal payable to General Partner   -    800,000 
Due to the Master Fund   753    - 
           
Total liabilities   8,667,493    4,995,148 
           
PARTNERS’ CAPITAL:          
General Partner   2,895,900    2,779,224 
           
Limited partners:          
Series A (142,478.5367 and 140,590.2950 units outstanding)   164,986,949    158,782,193 
Series B (7,023.9354 and 7,017.8811 units outstanding)   9,109,321    8,846,058 
Series C (1,969.5820 and 1,930.6399 units outstanding)   2,603,487    2,478,858 
           
Total limited partners   176,699,757    170,107,109 
           
Total partners’ capital   179,595,657    172,886,333 
           
TOTAL  $188,263,150   $177,881,481 
           
NET ASSET VALUE PER UNIT OUTSTANDING:          
Series A  $1,157.98   $1,129.40 
Series B  $1,296.90   $1,260.50 
Series C  $1,321.85   $1,283.96 

 

See notes to financial statements (Unaudited)

 

 1 

 

 

Millburn Multi-Markets Fund L.P.

Statements of Operations (UNAUDITED)

 

   For the three months ended 
   March 31, 2017   March 31, 2016 
         
INVESTMENT INCOME:          
Interest income (allocated from the Master Fund)  $261,312   $96,679 
           
EXPENSES:          
Management fees   880,480    647,381 
Brokerage commissions (allocated from the Master Fund)   108,625    92,975 
Selling commissions and platform fees   820,055    587,436 
Administrative and operating expenses   200,030    166,052 
Custody fees and other expenses (allocated from the Master Fund)   8,305    5,520 
           
Total expenses   2,017,495    1,499,364 
           
NET INVESTMENT LOSS   (1,756,183)   (1,402,685)
           
REALIZED AND UNREALIZED GAINS (LOSSES) ALLOCATED FROM THE MASTER FUND          
Net realized gains (losses) on closed positions:          
Futures and forward currency contracts   7,258,012    11,288,293 
Foreign exchange translation   (2,844)   (34,760)
Net change in unrealized:          
Futures and forward currency contracts   (13,762)   1,249,284 
Foreign exchange translation   212,762    123,244 
Net gains (losses) from U.S. Treasury notes:          
Net change in unrealized   (72,316)   108,520 
           
Net realized and unrealized gains allocated from the Master Fund   7,381,852    12,734,581 
           
NET INCOME   5,625,669    11,331,896 
           
LESS PROFIT SHARE ALLOCATION FROM THE MASTER FUND   1,103,786    1,800,842 
           
NET INCOME AFTER PROFIT SHARE  $4,521,883   $9,531,054 

 

See notes to financial statements (Unaudited)

 

 2 

 

 

Millburn Multi-Markets Fund L.P.

Statements of Changes in Partners' Capital (UNAUDITED)

For the three months ended March 31, 2017 and 2016

 

       Limited Partners     
   General                             
   Partner   Series A   Series B   Series C   Total 
   Amount   Amount   Units   Amount   Units   Amount   Units   Amount 
                                 
PARTNERS' CAPITAL — December 31, 2016  $2,779,224   $158,782,193    140,590.2950   $8,846,058    7,017.8811   $2,478,858    1,930.6399   $172,886,333 
                                         
Capital contributions   -    7,070,400    6,200.9289    451,000    358.2823    50,000    38.9421    7,571,400 
Capital withdrawals   -    (4,940,860)   (4,312.6872)   (443,099)   (352.2280)   -    -    (5,383,959)
Net income before profit share   116,676    5,096,053    -    319,928    -    93,012    -    5,625,669 
Profit share        (1,020,837)        (64,566)        (18,383)        (1,103,786)
PARTNERS' CAPITAL — March 31, 2017  $2,895,900   $164,986,949    142,478.5367   $9,109,321    7,023.9354   $2,603,487    1,969.5820   $179,595,657 
                                         
Net Asset Value per Unit at March 31, 2017            $1,157.98        $1,296.90        $1,321.85      
             
       Limited Partners     
   General                             
   Partner   Series A   Series B   Series C   Total 
   Amount   Amount   Units   Amount   Units   Amount   Units   Amount 
                                 
PARTNERS' CAPITAL — December 31, 2015  $3,041,602   $108,146,251    106,145.4501   $8,380,703    7,449.1566   $2,626,676    2,297.6071   $122,195,232 
                                         
Capital contributions   -    2,233,000    2,063.0533    -    -    -    -    2,233,000 
Capital withdrawals   -    (2,485,683)   (2,285.1781)   -    -    (47,198)   (38.6840)   (2,532,881)
Net income before profit share   312,910    9,953,455    -    810,506    -    255,025    -    11,331,896 
Profit share        (1,587,736)        (162,320)        (50,786)        (1,800,842)
PARTNERS' CAPITAL — March 31, 2016  $3,354,512   $116,259,287    105,923.3253   $9,028,889    7,449.1566   $2,783,717    2,258.9231   $131,426,405 
                                         
Net Asset Value per Unit at March 31, 2016            $1,097.58        $1,212.07        $1,232.32      

 

See notes to financial statements (Unaudited)

 

 3 

 

 

Millburn Multi-Markets Fund L.P.

Statement of Financial Highlights (UNAUDITED)

For the three months ended March 31, 2017

 

The following information presents per unit operating performance data for each series for the three months ended March 31, 2017.

 

Per Unit Performance            
(For a Unit Outstanding Throughout the Period)  Series A   Series B   Series C 
             
NET ASSET VALUE PER UNIT — Beginning of period  $1,129.40   $1,260.50   $1,283.96 
                
INCOME (LOSS) ALLOCATED FROM MASTER FUND:               
Net investment loss (1)   (11.81)   (7.62)   (6.96)
Total trading and investing gains (1)   47.54    53.09    54.18 
                
Net income before profit share allocation from Master Fund   35.73    45.47    47.22 
                
Less: profit share allocation from Master Fund (1) (6)   7.15    9.07    9.33 
                
Net income from operations after profit share allocation from Master Fund   28.58    36.40    37.89 
                
NET ASSET VALUE PER UNIT — End of period  $1,157.98   $1,296.90   $1,321.85 
                
TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM MASTER FUND (2)   3.16%   3.60%   3.67%
                
LESS: PROFIT SHARE ALLOCATION FROM MASTER FUND (2) (6)   0.63    0.71    0.72 
                
TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM MASTER FUND (2)   2.53%   2.89%   2.95%
                
RATIOS TO AVERAGE NET ASSET VALUE:               
Expenses (3) (4) (5)   4.72%   2.97%   2.72%
Profit share allocation from Master Fund (2) (6)   0.63    0.71    0.72 
                
Total expenses   5.35%   3.68%   3.44%
                
Net investment loss (3) (4) (5)   (4.13)%   (2.39)%   (2.14)%

 

(1)The net investment loss per unit and profit share allocation from the Master Fund per unit is calculated by dividing the net investment loss and profit share allocation from the Master Fund by the average number of units outstanding during the period. Total trading and investing gains is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.
(2)Not Annualized.
(3)Annualized.
(4)Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund.
(5)Excludes profit share allocation from the Master Fund.
(6)Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity.

 

See notes to financial statements (Unaudited)

 

 4 

 

 

Millburn Multi-Markets Fund L.P.

Statement of Financial Highlights (UNAUDITED)

For the three months ended March 31, 2016

 

The following information presents per unit operating performance data for each series for the three months ended March 31, 2016.

 

Per Unit Performance            
(For a Unit Outstanding Throughout the Period)  Series A   Series B   Series C 
             
NET ASSET VALUE PER UNIT — Beginning of period  $1,018.85   $1,125.05   $1,143.22 
                
INCOME (LOSS) ALLOCATED FROM MASTER FUND:               
Net investment loss (1)   (12.39)   (8.41)   (7.80)
Total trading and investing gains (1)   106.05    117.20    119.23 
                
Net income before profit share allocation from Master Fund   93.66    108.79    111.43 
                
Less: profit share allocation from Master Fund (1) (6)   14.93    21.77    22.33 
                
Net income from operations after profit share allocation from Master Fund   78.73    87.02    89.10 
                
NET ASSET VALUE PER UNIT — End of period  $1,097.58   $1,212.07   $1,232.32 
                
TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM MASTER FUND (2)   9.10%   9.54%   9.62%
                
LESS: PROFIT SHARE ALLOCATION FROM MASTER FUND (2) (6)   1.37    1.81    1.83 
                
TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM MASTER FUND (2)   7.73%   7.73%   7.79%
                
RATIOS TO AVERAGE NET ASSET VALUE:               
Expenses (3) (4) (5)   4.85%   3.10%   2.85%
Profit share allocation from Master Fund (2) (6)   1.37    1.81    1.83 
                
Total expenses   6.22%   4.91%   4.68%
                
Net investment loss (3) (4) (5)   (4.55)%   (2.80)%   (2.55)%

 

(1)The net investment loss per unit and profit share allocation from the Master Fund per unit is calculated by dividing the net investment loss and profit share allocation from the Master Fund by the average number of units outstanding during the period. Total trading and investing gains is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.
(2)Not Annualized.
(3)Annualized.
(4)Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund.
(5)Excludes profit share allocation from the Master Fund.
(6)Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity.

 

See notes to financial statements (Unaudited)

 

 5 

 

 

NOTES TO FINANCIAL STATEMENTS

 

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Millburn Multi-Markets Fund L.P.’s (the “Partnership”) financial condition at March 31, 2017 (unaudited) and December 31, 2016 and the results of its operations for the three months ended March 31, 2017 and 2016 (unaudited).

 

These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes included in the Partnership’s 2016 annual report included in Form 10-K filed with the Securities and Exchange Commission. The December 31, 2016 information has been derived from the audited financial statements as of December 31, 2016.

 

The preparation of financial statements in conformity with accounting principles generally accepted (“U.S. GAAP”) in the United States of America (the “U.S.”), as detailed in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”), requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Actual results could differ from these estimates.

 

The Partnership enters into contracts with various financial institutions that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

The Income Taxes topic of the Codification clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, 2013 to 2016, Millburn Ridgefield Corporation (the “General Partner”) has determined that no reserves for uncertain tax positions were required.

 

There have been no material changes with respect to the Partnership’s critical accounting policies, off-balance sheet arrangements or disclosure of contractual obligations as reported in the Partnership's Annual Report on Form 10-K for fiscal year 2016.

 

2. INVESTMENT IN MILLBURN MULTI-MARKETS TRADING L.P.

 

The Partnership invests substantially all of its assets in Millburn Multi-Markets Trading L.P. (the “Master Fund”). The Partnership’s ownership percentage of the Master Fund at March 31, 2017 and December 31, 2016 was 45.98% and 74.91%, respectively, of total partners’ capital of the Master Fund. See the attached financial statements of the Master Fund.

 

3. RELATED PARTY TRANSACTIONS

 

The Partnership bears its own expenses, including, but not limited to, periodic legal, accounting and filing fees. Total operating expenses related to investors in the Partnership (including their pro-rata share of Master Fund expenses) are not expected to exceed 1/2 of 1% per annum of the Partnership’s average month-end partners’ capital.

 

Prior to January 1, 2017, the General Partner was paid a monthly Administration Fee for administration services it provides calculated as a percentage of the month-end net asset value (prior to reduction for withdrawals or redemptions, management fees, amounts payable to selling agents and the administration fee then being calculated) of the Master Fund equal to 0.05% per annum of the Master Fund’s average net assets. As of January 1, 2017, the Administration Fee was no longer being charged. The Partnership was allocated its pro-rata portion of the administration fee which was charged at the Master Fund level. As of December 31, 2016, $9,903 was payable by the Master Fund to the General Partner and was included in “accrued expenses” in the Master Fund’s Statements of Financial Condition. 

  

Series A Limited Partners that redeem Units at or prior to the end of the first eleven months after such Units are sold shall be assessed redemption charges calculated based on their redeemed Units' net asset value as of the date of redemption. All redemption charges will be paid to the General Partner. At March 31, 2017 and December 31, 2016, there were no redemption charges owed to the General Partner.

 

 6 

 

 

4. FINANCIAL HIGHLIGHTS

 

Per Unit operating performance for Series A, Series B and Series C Units is calculated based on Limited Partners’ Partnership capital for each series taken as a whole utilizing the beginning and ending net asset value per unit and weighted average number of units during the period. Weighted average number of units of each series is detailed below.

 

   Three months ended March 31, 
   2017   2016 
Series A   142,832.206    106,358.038 
Series B   7,121.848    7,449.160 
Series C   1,969.559    2,279.958 

 

5. SUBSEQUENT EVENTS

 

During the period from April 1, 2017 to May 12, 2017, contributions of $8,982,177 were made to the Partnership. The General Partner has performed its evaluation of subsequent events through May 12, 2017, the date the form 10-Q was filed. Based on such evaluation, no further events were discovered that required disclosure or adjustment to the 10-Q.

 

 7 

 

 

Millburn Multi-Markets Trading L.P.  
Financial statements  
For the three months ended March 31, 2017 and 2016 (unaudited)  
   
Statements of Financial Condition (a) 8
Condensed Schedules of Investments (a) 9
Statements of Operations (b) 13
Statements of Changes in Partners' Capital (b) 14
Statements of Financial Highlights (b) 15
Notes to Financial Statements 17

 

(a) At March 31, 2017 and December 31, 2016 (unaudited)

 

(b) For the three months ended March 31, 2017 and 2016 (unaudited)

 

 

 

 

Millburn Multi-Markets Trading L.P.

Statements of Financial Condition (UNAUDITED)

 

   March 31   December 31 
   2017   2016 
ASSETS          
           
EQUITY IN TRADING ACCOUNTS:          
Investments in U.S. Treasury notes — at fair value (amortized cost $59,964,960 and $27,441,546)  $59,911,139   $27,428,997 
Net unrealized appreciation on open futures and forward currency contracts   8,704,330    5,155,330 
Due from brokers   337,667    547,898 
Cash denominated in foreign currencies (cost $12,883,768 and $6,590,374)   12,945,337    6,335,327 
           
Total equity in trading accounts   81,898,473    39,467,552 
           
INVESTMENTS IN U.S. TREASURY NOTES — at fair value (amortized cost $291,051,449 and $179,527,858)   290,816,904    179,440,654 
           
CASH AND CASH EQUIVALENTS   28,422,583    19,892,072 
           
ACCRUED INTEREST RECEIVABLE   773,340    414,884 
           
DUE FROM MILLBURN MULTI-MARKETS LTD.   100    100 
           
DUE FROM MILLBURN MULTI-MARKETS FUND L.P.   753    - 
           
TOTAL  $401,912,153   $239,215,262 
           
LIABILITIES AND PARTNERS’ CAPITAL          
           
LIABILITIES:          
Net unrealized depreciation on open futures and forward currency contracts  $1,596,649   $- 
Subscriptions in advance   350,000    - 
Capital withdrawal payable to Limited Partners   4,307,720    2,929,148 
Capital withdrawal payable to General Partner   -    3,294,748 
Management fee payable   496,351    320,223 
Selling commissions payable   282,699    271,795 
Accrued expenses   442,281    184,565 
Due to brokers   2,297,005    1,390,404 
Commissions and other trading fees on open futures contracts   40,619    24,334 
Accrued profit share   1,530,321    - 
           
Total liabilities   11,343,645    8,415,217 
           
PARTNERS’ CAPITAL   390,568,508    230,800,045 
           
TOTAL  $401,912,153   $239,215,262 

 

See notes to financial statements (Unaudited)

 

 8 

 

 

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments (UNAUDITED)

March 31, 2017

 

   Net Unrealized     
   Appreciation     
   (Depreciation)   Net Unrealized 
   as a % of   Appreciation 
FUTURES AND FORWARD CURRENCY CONTRACTS  Partners’ Capital   (Depreciation) 
         
FUTURES CONTRACTS          
Long futures contracts:          
Energies   0.15%  $600,103 
Interest rates:          
2 Year U.S. Treasury Note (258 contracts, settlement date June 2017)   0.03    103,422 
5 Year U.S. Treasury Note (279 contracts, settlement date June 2017)   0.05    180,156 
10 Year U.S. Treasury Note (193 contracts, settlement date June 2017)   0.07    258,078 
30 Year U.S. Treasury Bond (153 contracts, settlement date June 2017)   0.06    245,469 
Other interest rates   0.60    2,379,626 
           
Total interest rates   0.81    3,166,751 
           
Livestock   0.00    860 
Metals   0.07    258,303 
Softs   0.00    13,000 
Stock indices   0.41    1,579,911 
           
Total long futures contracts   1.44    5,618,928 
           
Short futures contracts:          
Energies   (0.20)   (779,231)
Grains   0.33    1,273,488 
Interest rates   (0.02)   (77,106)
Livestock   0.00    1,200 
Metals   (0.05)   (187,377)
Softs   0.22    858,812 
Stock indices   0.00    8,517 
           
Total short futures contracts   0.28    1,098,303 
           
TOTAL INVESTMENTS IN FUTURES CONTRACTS — Net   1.72    6,717,231 
           
FORWARD CURRENCY CONTRACTS          
Total long forward currency contracts   1.15    4,504,248 
Total short forward currency contracts   (1.05)   (4,113,798)
           
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS — Net   0.10    390,450 
           
TOTAL   1.82%  $7,107,681 

 

(Continued)

 

 9 

 

 

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments (UNAUDITED)

March 31, 2017

 

U.S. TREASURY NOTES

 

Face
Amount
   Description  Fair Value
as a % of
Partners'
Capital
   Fair Value 
             
$87,140,000   U.S. Treasury notes, 0.875%, 05/15/2017   22.32%  $87,157,020 
 89,140,000   U.S. Treasury notes, 0.875%, 08/15/2017   22.83    89,160,892 
 86,730,000   U.S. Treasury notes, 0.875%, 11/15/2017   22.20    86,696,121 
 87,750,000   U.S. Treasury notes, 1.000%, 02/15/2018   22.45    87,714,010 
     Total investments in U.S. Treasury notes
(amortized cost $351,016,409)
   89.80%  $350,728,043 

 

See notes to financial statements (Unaudited) (Concluded)

 

 10 

 

 

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments

December 31, 2016

  

   Net Unrealized     
   Appreciation     
   (Depreciation)   Net Unrealized 
   as a % of   Appreciation 
FUTURES AND FORWARD CURRENCY CONTRACTS  Partners’ Capital   (Depreciation) 
         
FUTURES CONTRACTS          
Long futures contracts:          
Energies   0.05%  $115,591 
Grains   (0.00)   (2,980)
Interest rates          
10 Year U.S. Treasury Note (4 contracts, settlement date March 2017)   0.00    3,188 
Other interest rates   0.96    2,222,359 
           
Total interest rates   0.96    2,225,547 
           
Livestock   0.00    2,280 
Metals   (0.01)   (22,535)
Softs   (0.04)   (87,444)
Stock indices   0.53    1,211,342 
           
Total long futures contracts   1.49    3,441,801 
           
Short futures contracts:          
Energies   (0.03)   (75,226)
Grains   0.02    51,885 
Interest rates   (0.01)   (31,802)
Metals   0.12    288,271 
Softs   0.02    52,670 
Stock indices   (0.14)   (319,227)
           
Total short futures contracts   (0.02)   (33,429)
           
TOTAL INVESTMENTS IN FUTURES CONTRACTS — Net   1.47    3,408,372 
           
FORWARD CURRENCY CONTRACTS          
Total long forward currency contracts   (0.34)   (784,446)
Total short forward currency contracts   1.10    2,531,404 
           
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS — Net   0.76    1,746,958 
           
TOTAL   2.23%  $5,155,330 

 

(Continued)

 

 11 

 

 

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments

December 31, 2016

 

U.S. TREASURY NOTES

  

Face
Amount
   Description  Fair Value as
a % of
Partners'
Capital
   Fair Value 
             
$51,750,000   U.S. Treasury notes, 0.625%, 02/15/2017   22.43%  $51,755,054 
 51,140,000   U.S. Treasury notes, 0.875%, 05/15/2017   22.18    51,192,938 
 53,140,000   U.S. Treasury notes, 0.875%, 08/15/2017   23.04    53,186,705 
 50,730,000   U.S. Treasury notes, 0.875%, 11/15/2017   21.98    50,734,954 
     Total investments in U.S. Treasury notes
(amortized cost $206,969,404)
   89.63%  $206,869,651 

 

See notes to financial statements (Unaudited) (Concluded)

 

 12 

 

 

Millburn Multi-Markets Trading L.P.

Statements of Operations (UNAUDITED)

 

   For the three months ended 
   March 31   March 31 
   2017   2016 
INVESTMENT INCOME — Interest income  $427,863   $133,012 
           
EXPENSES:          
Brokerage fees   180,608    127,920 
Management fees   1,134,079    711,509 
Selling commissions and platform fees   823,696    590,847 
Administrative and operating expenses   257,753    197,255 
Custody fees and other expenses   11,124    7,599 
Total expenses   2,407,260    1,635,130 
           
NET INVESTMENT LOSS   (1,979,397)   (1,502,118)
           
REALIZED AND UNREALIZED GAINS (LOSSES):          
Net realized gains (losses) on closed positions:          
Futures and forward currency contracts   9,830,518    15,522,743 
Foreign exchange translation   (6,154)   (47,852)
Net change in unrealized:          
Futures and forward currency contracts   1,952,351    1,720,673 
Foreign exchange translation   316,616    169,709 
Net gains (losses) from U.S. Treasury notes          
Net change in unrealized   (188,613)   149,290 
Total net realized and unrealized gains   11,904,718    17,514,563 
           
NET INCOME   9,925,321    16,012,445 
LESS PROFIT SHARE TO GENERAL PARTNER   1,535,969    2,002,388 
NET INCOME AFTER PROFIT SHARE TO GENERAL PARTNER  $8,389,352   $14,010,057 

 

See notes to financial statements (Unaudited)

 

 13 

 

 

Millburn Multi-Markets Trading L.P.

Statements of Changes in Partners' Capital (UNAUDITED)

 

For the three months ended March 31, 2017

 

   Limited Partners   New Profit
Memo
Account
   General
Partner
   Total 
PARTNERS' CAPITAL - January 1, 2017  $229,993,162   $-   $806,883   $230,800,045 
Contributions   158,771,402    5,648    -    158,777,050 
Withdrawals   (7,397,939)   -    -    (7,397,939)
Net income before profit share   9,890,749    77    34,495    9,925,321 
General Partner's allocation - profit share   (1,535,969)   -    -    (1,535,969)
PARTNERS' CAPITAL- March 31, 2017  $389,721,405  $5,725  $841,378  $390,568,508 

 

For the three months ended March 31, 2016

 

   Limited Partners   New Profit
Memo
Account
   General
Partner
   Total 
PARTNERS' CAPITAL - January 1, 2016  $167,109,009   $-   $938,206   $168,047,215 
Contributions   2,233,000    20,561    -    2,253,561 
Withdrawals   (2,532,881)   -    -    (2,532,881)
Net income before profit share   15,914,989    290    97,166    16,012,445 
General Partner's allocation - profit share   (2,002,388)   -    -    (2,002,388)
PARTNERS' CAPITAL- March 31, 2016  $180,721,729  $20,851   $1,035,372  $181,777,952 

 

See notes to financial statements (Unaudited)

 

 14 

 

 

Millburn Multi-Markets Trading L.P.

Statements of Financial Highlights (UNAUDITED)

 

The following information presents financial highlights of a Limited Partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and an annual profit share of 20% of Trading Profits (as defined in the Limited Partnership Agreement).

 

   For the three months ended 
   March 31,   March 31, 
   2017   2016 
         
Total return before General Partner profit share allocation (3)   3.75%   9.68%
Less: General Partner profit share allocation (3)   0.75    1.84 
           
Total return after General Partner profit share allocation (3)   3.00%   7.84%
           
Ratios to average net asset value:          
Expenses (1) (4)   2.40%   2.56%
General Partner profit share allocation (3)   0.75    1.84 
           
Total expenses (1)   3.15%   4.40%
           
Net investment loss (1) (2) (4)   (1.80)%   (2.24)%

 

Total returns and the ratios to average net asset value are calculated for a Limited Partner. An individual Limited Partner’s total returns and ratios may vary from the above total returns and ratios based on different management fee and General Partner profit share allocation agreements and the timing of contributions and withdrawals.

 

(1) Includes the Partnership's proportionate share of expenses allocated from the Partnership's operations.

(2) Excludes General Partner profit share allocation and includes interest income.

(3) Not Annualized.

(4) Annualized.

 

See notes to financial statements (Unaudited)

 

 15 

 

 

Millburn Multi-Markets Trading L.P.

Statements of Financial Highlights (UNAUDITED)

 

The following information presents financial highlights for Limited Partners as a whole.

 

   For the three months ended 
   March 31,   March 31, 
   2017   2016 
         
Total return before General Partner profit share allocation (3)   3.50%   9.44%
Less: General Partner profit share allocation (3)   0.54    1.11 
           
Total return after General Partner profit share allocation (3)   2.96%   8.33%
           
Ratios to average net asset value:          
Expenses (1) (4)   3.32%   3.64%
General Partner profit share allocation (3)   0.54    1.11 
           
Total expenses (1)   3.86%   4.75%
           
Net investment loss (1) (2) (4)   (2.72)%   (3.36)%

 

Total returns and the ratios to average net asset value are calculated for a Limited Partner. An individual Limited Partner’s total returns and ratios may vary from the above total returns and ratios based on different management fee and General Partner profit share allocation agreements and the timing of contributions and withdrawals.

 

(1) Includes the proportionate share of expenses of the Partnership and the Cayman Feeder for the period ending March 31, 2017 and March 31, 2016.

(2) Excludes General Partner profit share allocation and includes interest income.

(3) Not Annualized.

(4) Annualized.

 

See notes to financial statements (Unaudited)

 

 16 

 

 

NOTES TO FINANCIAL STATEMENTS

 

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The Master Fund engages in the speculative trading of futures and forward currency contracts and also acts as a master fund for the Partnership, and Millburn Multi-Markets Ltd., a Cayman Islands exempted company (the “Cayman Feeder”).

 

The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Master Fund’s financial condition at March 31, 2017 (unaudited) and December 31, 2016 and the results of its operations for the three months ended March 31, 2017 and 2016 (unaudited).

 

These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes included in the Master Fund’s annual report for the year ended December 31, 2016 included in the Partnership’s annual report on Form 10-K filed with the Securities and Exchange Commission. The December 31, 2016 information has been derived from the audited financial statements as of December 31, 2016.

 

The preparation of financial statements in conformity with accounting principles generally accepted (“U.S. GAAP”) in the United States of America (the “U.S.”), as detailed in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”), requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Actual results could differ from these estimates.

 

The Master Fund enters into contracts with various financial institutions that contain a variety of indemnifications. The Master Fund's maximum exposure under these arrangements is unknown. However, the Master Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

The Income Taxes topic of the Codification clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, 2013 to 2016, the General Partner has determined that no reserves for uncertain tax positions were required.

 

2. INVESTORS IN MILLBURN MULTI-MARKETS TRADING L.P.

 

The Partnership and the Cayman Feeder invest substantially all of their assets in the Master Fund. At March 31, 2017 and December 31, 2016, the respective ownership percentages of the Master Fund are detailed below. The remaining interests are held by direct investors in the Master Fund.

 

   March 31,   December 31, 
   2017   2016 
Partnership   45.98%   74.91%
Cayman Feeder   42.65%   6.68%
           
Total   88.63%   81.59%

 

The capital withdrawals payable at March 31, 2017 and December 31, 2016 were $4,307,720 and $6,223,896, respectively, as detailed below.

 

   March 31,   December 31, 
   2017   2016 
Direct investors (1)  $-   $3,294,748 
Partnership   2,293,740    2,876,148 
Cayman Feeder   2,013,980    53,000 
           
Total  $4,307,720   $6,223,896 

 

(1) Includes General Partner’s profit share of $2,994,748 at December 31, 2016.

 

The Master Fund bears expenses, including, but not limited to, periodic legal, accounting and filing fees, up to an amount equal to 1/4 of 1% per annum of average net assets of the Master Fund (the “Expense Cap”). Amounts subject to the Expense Cap include expenses incurred at the Master Fund and Cayman Feeder level and the Administration Fee due to the General Partner, as general partner of the Master Fund, prior to January 1, 2017. The General Partner bears any excess over such amounts.

 

 17 

 

 

3. FAIR VALUE

 

The Fair Value Measurements and Disclosures topic of the Codification defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or

indirectly; and

 

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

In determining fair value, the Master Fund separates its investments into two categories: cash instruments and derivative contracts.

 

Cash Instruments. The Master Fund’s cash instruments are generally classified within Level 1 of the fair value hierarchy because they are typically valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets include U.S. government obligations. The General Partner does not adjust the quoted price for such instruments, even in situations where the Master Fund holds a large position and a sale could reasonably impact the quoted price.

 

Derivative Contracts. Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded futures contracts are valued based on quoted closing settlement prices and typically fall within Level 1 of the fair value hierarchy.

 

Spot currency contracts are valued based on current market prices (“Spot Price”). Forward currency contracts are valued based on pricing models that consider the Spot Price plus the financing cost or benefit (“Forward Point”). Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Master Fund may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of months from the date the forward currency contract is being valued to its maturity date (“Months to Maturity”), then identifying the forward currency contracts for the two forward months that are closest to the Months to Maturity (“Forward Month Contracts”). Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated Forward Point. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

 

Investment Company Status: The Partnership adopted Accounting Standard Update (“ASU”) 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and based on the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Topic 946 and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses and Changes in Partners’ Capital.

 

During the three months ended March 31, 2017 and 2016, there were no transfers of assets or liabilities between Level 1 and Level 2. The following tables represent the Master Fund’s investments by hierarchical level as of March 31, 2017 and December 31, 2016 in valuing the Master Fund’s investments at fair value. At March 31, 2017 and December 31, 2016, the Master Fund had no assets or liabilities in Level 3.

 

 18 

 

 

Financial assets and liabilities at fair value as of March 31, 2017

 

   Level 1   Level 2   Total 
             
U.S. Treasury notes (1)  $350,728,043   $-   $350,728,043 
                
Short-Term Money Market Fund*   28,172,584    -    28,172,584 
Exchange-traded futures contracts               
Energies   (179,128)   -    (179,128)
Grains   1,273,488    -    1,273,488 
Interest rates   3,089,645    -    3,089,645 
Livestock   2,060    -    2,060 
Metals   70,926    -    70,926 
Softs   871,812    -    871,812 
Stock indices   1,588,428    -    1,588,428 
                
Total exchange-traded futures contracts   6,717,231    -    6,717,231 
                
Over-the-counter forward currency contracts   -    390,450    390,450 
                
Total futures and forward currency contracts (2)   6,717,231    390,450    7,107,681 
                
Total financial assets and liabilities at fair value  $357,445,274   $390,450   $357,835,724 
                
Per line item in Statements of Financial Condition               
(1)               
Investments in U.S. Treasury notes held in equity trading accounts as collateral            $59,911,139 
Investments in U.S. Treasury notes held in custody             290,816,904 
Total investments in U.S. Treasury notes            $350,728,043 
                
(2)               
Net unrealized appreciation on open futures and forward currency contracts            $8,704,330 
Net unrealized depreciation on open futures and forward currency contracts             (1,596,649)
Total net unrealized appreciation on open futures and forward currency contracts            $7,107,681 

 

* The short-term money market fund is included in Cash and Cash Equivalents on the Statements of Financial Condition. 

 

Financial assets and liabilities at fair value as of December 31, 2016

 

   Level 1   Level 2   Total 
             
U.S. Treasury notes (1)  $206,869,651   $-   $206,869,651 
                
Exchange-traded futures contracts               
Energies   40,365    -    40,365 
Grains   48,905    -    48,905 
Interest rates   2,193,745    -    2,193,745 
Livestock   2,280    -    2,280 
Metals   265,736    -    265,736 
Softs   (34,774)   -    (34,774)
Stock indices   892,115    -    892,115 
                
Total exchange-traded futures contracts   3,408,372    -    3,408,372 
                
Over-the-counter forward currency contracts   -    1,746,958    1,746,958 
                
Total futures and forward currency contracts (2)   3,408,372    1,746,958    5,155,330 
                
Total financial assets and liabilities at fair value  $210,278,023   $1,746,958   $212,024,981 
                
Per line item in Statements of Financial Condition               
(1)               
Investments in U.S. Treasury notes held in equity trading accounts as collateral            $27,428,997 
Investments in U.S. Treasury notes held in custody             179,440,654 
Total investments in U.S. Treasury notes            $206,869,651 
                
(2)               
Net unrealized appreciation on open futures and forward currency contracts            $5,155,330 
Net unrealized depreciation on open futures and forward currency contracts             - 
Total unrealized appreciation on open futures and forward currency contracts            $5,155,330 

 

 19 

 

 

4. DERIVATIVE INSTRUMENTS

 

The Derivatives and Hedging topic of the Codification requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.

 

The Master Fund’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 Master Fund’s open positions and the liquidity of the markets in which it trades.

 

The Master Fund engages in the speculative trading of futures and forward contracts on interest rates, grains, softs, currencies, metals, energies, livestock and stock indices. The following were the primary trading risk exposures of the Master Fund at March 31, 2017 by market sector:

 

Agricultural (grains, livestock and softs) – The Master Fund’s primary exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions, as well as supply and demand factors.

 

Currencies – Exchange rate risk is a principal market exposure of the Master Fund. The Master Fund’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. The fluctuations are influenced by interest rate changes, as well as political and general economic conditions. The Master Fund trades in a large number of currencies, including cross-rates—e.g., positions between two currencies other than the U.S. dollar.

 

Energies – The Master Fund’s primary energy market exposure is to gas and oil price movements often resulting from political developments in the oil producing countries and economic conditions worldwide. Energy prices are volatile and substantial profits and losses have been and are expected to continue to be experienced in this sector.

 

Interest rates – Interest rate movements directly affect the price of the sovereign bond futures positions held by the Master Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country, as well as relative interest rate movements between countries may materially impact the Master Fund’s profitability. The Master Fund’s primary interest rate exposure is to interest rate fluctuations in countries or regions including Australia, Canada, Japan, Switzerland, the United Kingdom, the U.S. and the Eurozone. However, the Master Fund also may take positions in futures contracts on the government debt of other nations. The General Partner anticipates that interest rates in these industrialized countries or areas, both long-term and short-term, will remain the primary interest rate market exposure of the Master Fund for the foreseeable future.

 

Metals – The Master Fund’s metals market exposure is to fluctuations in the price of aluminum, copper, gold, lead, nickel, platinum, silver, tin and zinc.

 

Stock indices – The Master Fund’s equity exposure, through stock index futures, is to equity price risk in the major industrialized countries, as well as other countries.

 

The Derivatives and Hedging topic of the Codification requires entities to recognize in the Statements of Financial Condition all derivative contracts as assets or liabilities. Fair values of futures and forward currency contracts in an asset position by counterparty are recorded in the Statements of Financial Condition as “Net unrealized appreciation on open futures and forward currency contracts.” Fair values of futures and forward currency contracts in a liability position by counterparty are recorded in the Statements of Financial Condition as “Net unrealized depreciation on open futures and forward currency contracts.” The Master Fund’s policy regarding fair value measurement is discussed in the Fair Value and Disclosures note, contained herein.

 

Since the derivatives held or sold by the Master Fund are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of the Derivatives and Hedging guidance. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Master Fund’s trading gains and losses in the Statements of Operations.

 

The following tables present the fair value of open futures and forward currency contracts, held long or sold short, at March 31, 2017 and December 31, 2016. Fair value is presented on a gross basis even though the contracts are subject to master netting agreements and qualify for net presentation in the Master Fund’s Statements of Financial Condition.

 

 20 

 

 

Fair value of futures and forward currency contracts at March 31, 2017  

 

                   Net
Unrealized
Gain (Loss)
 
   Fair Value - Long Positions   Fair Value - Short Positions   on Open 
Sector  Gains   Losses   Gains   Losses   Positions 
Futures contracts:                         
Energies  $603,078   $(2,975)  $1,730   $(780,961)  $(179,128)
Grains   -    -    1,461,656    (188,168)   1,273,488 
Interest rates   3,555,062    (388,311)   -    (77,106)   3,089,645 
Livestock   860    -    4,860    (3,660)   2,060 
Metals   779,202    (520,899)   400,185    (587,562)   70,926 
Softs   13,140    (140)   880,588    (21,776)   871,812 
Stock indices   2,204,293    (624,382)   96,514    (87,997)   1,588,428 
Total futures contracts   7,155,635    (1,536,707)   2,845,533    (1,747,230)   6,717,231 
                          
Forward currency contracts   5,960,926    (1,456,678)   1,532,195    (5,645,993)   390,450 
                          
Total futures and forward currency contracts  $13,116,561   $(2,993,385)  $4,377,728   $(7,393,223)  $7,107,681 

 

Fair value of futures and forward currency contracts at December 31, 2016

 

                   Net
Unrealized
Gain (Loss)
 
   Fair Value - Long Positions   Fair Value - Short Positions   on Open 
Sector  Gains   Losses   Gains   Losses   Positions 
Futures contracts:                         
Energies  $125,805   $(10,214)  $23,840   $(99,066)  $40,365 
Grains   -    (2,980)   122,923    (71,038)   48,905 
Interest rates   2,658,089    (432,542)   104    (31,906)   2,193,745 
Livestock   5,130    (2,850)   -    -    2,280 
Metals   750,102    (772,637)   545,558    (257,287)   265,736 
Softs   547    (87,991)   156,789    (104,119)   (34,774)
Stock indices   1,876,503    (665,161)   22,049    (341,276)   892,115 
Total futures contracts   5,416,176    (1,974,375)   871,263    (904,692)   3,408,372 
                          
Forward currency contracts   476,460    (1,260,906)   3,059,242    (527,838)   1,746,958 
                          
Total futures and forward currency contracts  $5,892,636   $(3,235,281)  $3,930,505   $(1,432,530)  $5,155,330 

 

The effect of trading futures and forward currency contracts is represented on the Master Fund’s Statements of Operations for the three months ended March 31, 2017 and 2016 as “Net realized gains (losses) on closed positions: Futures and forward currency contracts” and “Net change in unrealized: Futures and forward currency contracts.” These trading gains and losses are detailed below.

 

 21 

 

 

Trading gains (losses) of futures and forward currency contracts for the three months ended March 31, 2017 and 2016

 

   Three months   Three months 
   ended:   ended: 
   March 31,   March 31, 
Sector  2017   2016 
Futures contracts:          
Energies  $(2,711,704)  $1,011,721 
Grains   85,133    356,917 
Interest rates   (317,559)   12,345,114 
Livestock   (229,000)   (3,700)
Metals   199,742    (600,975)
Softs   419,398    (901,352)
Stock indices   14,447,557    3,191,703 
Total futures contracts   11,893,567    15,399,428 
           
Forward currency contracts   (110,698)   1,843,988 
           
Total futures and forward currency contracts  $11,782,869   $17,243,416 

  

For the three months ended March 31, 2017 and 2016, the monthly average number of future contracts bought and sold and the monthly average notional value of forward currency contracts traded are detailed below:

 

   2017   2016 
         
Average bought   18,521    12,220 
Average sold   17,868    12,401 
Average notional  $2,040,356,435   $1,416,000,000 

 

The customer agreements between the Master Fund, the futures clearing brokers including, Deutsche Bank Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG) and SG Americas Securities, LLC., as well as the FX prime broker, Deutsche Bank AG, and the swap dealer, Morgan Stanley & Co., LLC, give the Master Fund the legal right to net unrealized gains and losses on open futures and foreign currency contracts. The Master Fund netted, for financial reporting purposes, the unrealized gains and losses on open futures and forward currency contracts on the Statements of Financial Condition as the criteria under ASC 210-20, “Balance Sheet,” were met.

 

 22 

 

 

Offsetting of derivative assets and liabilities at March 31, 2017

 

       Gross amounts   Net amounts of 
       offset in the   assets presented in 
   Gross amounts of   Statement of   the Statement of 
Assets  recognized assets   Financial Condition   Financial Condition 
             
Futures contracts               
Counterparty C  $4,941,362   $(1,379,528)  $3,561,834 
Counterparty I   5,059,806    (1,904,409)   3,155,397 
Total futures contracts   10,001,168    (3,283,937)   6,717,231 
                
Forward currency contracts               
Counterparty G   -    -    - 
Counterparty H   6,411,446    (4,424,347)   1,987,099 
Total forward currency contracts   6,411,446    (4,424,347)   1,987,099 
Total assets  $16,412,614   $(7,708,284)  $8,704,330 

 

       Gross amounts   Net amounts of 
       offset in the   liabilities presented in 
   Gross amounts of   Statement of   the Statement of 
Liabilities  recognized liabilities   Financial Condition   Financial Condition 
             
Forward currency contracts               
Counterparty G  $2,678,324   $(1,081,675)  $1,596,649 
Total liabilities  $2,678,324   $(1,081,675)  $1,596,649 

 

       Amounts Not Offset in the Statement
of Financial Condition
     
                 
   Net amounts of             
   Assets             
   presented in the             
Counterparty  Statement of Financial   Financial   Collateral     
   Condition   Instruments   Received(1)(2)   Net Amount(3) 
                 
Counterparty C  $3,561,834   $-   $(3,561,834)  $- 
Counterparty I   3,155,397    -    (3,155,397)   - 
Counterparty H   1,987,099    -    -    1,987,099 
Total  $8,704,330   $-   $(6,717,231)  $1,987,099 

 

       Amounts Not Offset in the Statement
of Financial Condition
     
   Net amounts of             
   Liabilities             
   presented in the             
Counterparty  Statement of Financial   Financial   Collateral     
   Condition   Instruments   Pledged(1)(2)   Net Amount(4) 
                 
Counterparty G  $1,596,649   $-   $(1,596,649)  $- 
Total  $1,596,649   $-   $(1,596,649)  $- 

 

(1) Collateral received includes trades made on exchanges. These trades are subject to central counterparty clearing where settlement is guaranteed by the exchange. Collateral pledged includes both cash and U.S. Treasury notes held at each respective counterparty.

(2) Collateral disclosed is limited to an amount not to exceed 100% of the net amount of assets presented in the Statement of Financial Condition, for each respective counterparty.

(3) Net amount represents the amount that is subject to loss in the event of a counterparty failure as of March 31, 2017.

(4) Net amount represents the amounts owed by the Partnership to each counterparty as of March 31, 2017.

 

 23 

 

 

Offsetting of derivative assets and liabilities at December 31, 2016

 

       Gross amounts   Net amounts of 
       offset in the   assets presented in 
   Gross amounts of   Statement of   the Statement of 
Assets  recognized assets   Financial Condition   Financial Condition 
             
Futures contracts               
Counterparty C  $3,612,002   $(1,405,548)  $2,206,454 
Counterparty I   2,675,437    (1,473,519)   1,201,918 
Total futures contracts   6,287,439    (2,879,067)   3,408,372 
                
Forward currency contracts               
Counterparty G  $1,707,952   $(615,087)  $1,092,865 
Counterparty H   1,827,750    (1,173,657)   654,093 
Total forward currency contracts  $3,535,702   $(1,788,744)  $1,746,958 
Total assets  $9,823,141   $(4,667,811)  $5,155,330 

 

       Amounts Not Offset in the Statement
of Financial Condition
     
   Net amounts of             
   Assets             
   presented in the             
Counterparty  Statement of Financial   Financial   Collateral     
   Condition   Instruments   Received(1)(2)   Net Amount(3) 
                 
Counterparty C  $2,206,454   $-   $(2,206,454)  $- 
Counterparty I   1,201,918    -    (1,201,918)   - 
Counterparty G   1,092,865    -    -    1,092,865 
Counterparty H   654,093    -    -    654,093 
                     
Total  $5,155,330   $-   $(3,408,372)  $1,746,958 

 

(1) Collateral received includes trades made on exchanges. These trades are subject to central counterparty clearing where settlement is guaranteed by the exchange.

(2) Collateral disclosed is limited to an amount not to exceed 100% of the net amount of assets presented in the Statement of Financial Condition, for each respective counterparty.

(3) Net amount represents the amounts owed to the Partnership by each counterparty as of December 31, 2016. Net amount represents the amount that is subject to loss in the event of a counterparty failure as of December 31, 2016.

 

CONCENTRATION OF CREDIT RISK

 

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. Credit risk is normally reduced to the extent that an exchange or clearing organization acts as a counterparty to futures transactions since typically the collective credit of the members of the exchange is pledged to support the financial integrity of the exchange.

 

The General Partner seeks to minimize credit risk primarily by depositing and maintaining the Master Fund’s assets at financial institutions and trading counterparties which the General Partner believes to be creditworthy. In addition, for OTC forward currency contracts, the Master Fund enters into master netting agreements with its counterparties. Collateral posted at the various counterparties for trading of futures and forward currency contracts includes cash and U.S. Treasury notes.

 

The Master Fund’s forward currency trading activities are cleared by Deutsche Bank AG (“DB”) and Morgan Stanley & Co. LLC (“MS”). The Master Fund’s concentration of credit risk associated with DB or MS nonperformance includes unrealized gains inherent in such contracts, which are recognized in the Statements of Financial Condition plus the value of margin or collateral held by DB, and MS. The amount of such credit risk was $24,987,226 and $12,232,055 at March 31, 2017 and December 31, 2016, respectively.

 

 24 

 

 

5. PROFIT SHARE

 

The following table indicates the total profit share earned and accrued during the three months ended March 31, 2017 and 2016. Profit share earned (from Limited Partners’ redemptions) is credited to the New Profit Memo account as defined in the Master Fund’s Agreement of Limited Partnership.

 

   Three months ended:   Three months ended: 
   March 31, 2017   March 31, 2016 
Profit share earned  $5,648   $20,561 
Profit share accrued   1,530,321    1,981,827 
Total profit share  $1,535,969   $2,002,388 

 

6. FINANCIAL HIGHLIGHTS

 

Ratios to average capital are calculated based on 1) a Limited Partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and 20% of Trading Profits and 2) Limited Partners’ capital taken as a whole. The computation of such ratios based on the amount of expenses and profit share allocation assessed to an individual partner’s capital account may vary from these ratios based on the timing of capital transactions and differences in individual partners’ management fee, selling commission, platform fee and profit share allocation arrangements. Returns are calculated based on 1) a Limited Partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and 20% of Trading Profits and 2) Limited Partners’ capital taken as a whole. An individual partner’s returns may vary from these returns based on the timing of capital transactions and differences in individual partners’ management fee, selling commission, platform fee and profit share allocation arrangements.

 

7. SUBSEQUENT EVENTS

 

During the period from April 1, 2017 to May 12, 2017, contributions of $11,322, 177 were made to the Master Fund. The General Partner has performed its evaluation of subsequent events through May 12, 2017, the date the form 10-Q was filed. Based on such evaluation, no further events were discovered that required disclosure or adjustment to the 10-Q.

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Reference is made to Item 1, "Financial Statements.” The information contained therein is essential to, and should be read in connection with, the following analysis.

 

OPERATIONAL OVERVIEW

 

The Partnership invests substantially all of its assets in the Master Fund. Due to the nature of the Master Fund's business, its results of operations depend on the General Partner's ability to recognize and capitalize on trends and other profit opportunities in different sectors of the global capital and commodity markets. The General Partner's investment and trading methods are confidential so that substantially the only information that can be furnished regarding the Master Fund's results of operations is contained in the performance record of its trading. Unlike operating businesses, general economic or seasonal conditions do not directly affect the profit potential of the Master Fund, and its past performance is not necessarily indicative of future results. The General Partner believes, however, that there are certain market conditions, for example, markets with strong price trends, in which the Master Fund has a better likelihood of being profitable than in others.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Units may be offered for sale as of the beginning, and may be redeemed as of the end, of each month.

 

The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership and the Master Fund have no significant capital expenditure or working capital requirements other than for monies to pay trading losses, brokerage commissions and charges. Within broad ranges of capitalization, the General Partner’s trading positions should increase or decrease in approximate proportion to the size of the Master Fund (in which the Partnership participates).

 

The Partnership raises additional capital only through the sale of Units and capital is increased through trading profits (if any). Neither the Partnership nor the Master Fund engages in borrowing.

 

The Master Fund trades futures, forwards, and spot contracts on interest rate instruments, agricultural commodities, currencies, metals, energy and stock indices, and forward contracts on currencies, and may trade options on the foregoing and swaps thereon. Risk arises from changes in the value of these contracts (market risk) and the potential inability of counterparties or brokers to perform under the terms of their contracts (credit risk). Market risk is generally measured by the face amount of the futures positions acquired and the volatility of the markets traded. The credit risk from counterparty non-performance associated with these instruments is the net unrealized gain, if any, on these positions plus the value of the margin or collateral held by the counterparty. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC transactions because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In most OTC transactions, on the other hand, traders must rely (typically but not universally) solely on the credit of their respective individual counterparties. Margins which may be subject to loss in the event of a default are generally required in exchange trading and counterparties may require margin or collateral in the OTC markets.

 

 25 

 

 

The General Partner has procedures in place to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. These procedures primarily focus on (1) real time monitoring of open positions; (2) diversifying positions among various markets; (3) limiting the assets committed as margin or collateral, generally within a range of 5% to 35% of an account’s net assets, though the amount may at any time be substantially higher; and (4) prohibiting pyramiding (that is, using unrealized profits in a particular market as margin for additional positions in the same market). The General Partner attempts to control credit risk by causing the Partnership to deal exclusively with large, well-capitalized financial institutions as brokers and counterparties.

 

The financial instruments traded by the Master Fund contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures, forward and spot contracts or the Master Fund’s satisfaction of the obligations may exceed the amount recognized in the Statements of Financial Condition of the Master Fund.

 

Due to the nature of the Master Fund’s business, substantially all its assets are represented by cash, cash equivalents and U.S. government obligations, while the Master Fund maintains its market exposure through open futures, forward and spot contract positions.

 

The Master Fund’s futures contracts are settled by offset and are cleared by the exchange clearinghouse function. Open futures positions are marked-to-market each trading day and the Master Fund’s trading accounts are debited or credited accordingly. Options on futures contracts are settled either by offset or by exercise. If an option on a future is exercised, the Master Fund is assigned a position in the underlying future which is then settled by offset. The Master Fund’s spot and forward currency transactions conducted in the interbank market are settled by netting offsetting positions or payment obligations and by cash payments.

 

The value of the Master Fund’s cash and financial instruments is not materially affected by inflation. Changes in interest rates, which are often associated with inflation, could cause the value of certain of the Master Fund’s debt securities to decline, but only to a limited extent. More importantly, changes in interest rates could cause periods of strong up or down market price trends, during which the Master Fund’s profit potential generally increases. However, inflation can also give rise to markets which have numerous short price trends followed by rapid reversals, markets in which the Master Fund is likely to suffer losses.

 

The Master Fund’s assets are generally held as cash or cash equivalents, including U.S. government securities or securities issued by federal agencies, other Commodity Futures Trading Commission-authorized investments or bank held or certain other money market instruments (e.g., bankers acceptances and Eurodollar or other time deposits), which are used to margin the Master Fund’s futures, forwards, and spot currency positions and withdrawn, as necessary, to pay redemptions and expenses. Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Master Fund’s futures, forward and spot trading, the Master Fund’s assets are highly liquid and are expected to remain so. During its operations through March 31, 2017, the Partnership, through its investment in the Master Fund, experienced no meaningful periods of illiquidity in any of the numerous markets traded by the General Partner.

 

CRITICAL ACCOUNTING ESTIMATES

 

The Master Fund records its transactions in futures, forward and spot contracts, including related income and expenses, on a trade date basis. Open futures contracts traded on an exchange are valued at fair value, which is based on the closing settlement price on the exchange where the futures contract is traded by the Master Fund on the day with respect to which net assets are being determined. Spot currency contracts are valued based on current market prices (“Spot Price”). Forward currency contracts are valued based on pricing models that consider the Spot Price plus the financing cost or benefit (“Forward Point”). Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Master Fund may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of months from the date the forward currency contract is being valued to its maturity date (“Months to Maturity”), then identifying the forward currency contracts for the two forward months that are closest to the Months to Maturity (“Forward Month Contracts”). Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated Forward Point. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, such as accrual of expenses, that affect the amounts and disclosures reported in the financial statements. Based on the nature of the business and operations of the Partnership, the General Partner believes that the estimates utilized in preparing the Partnership’s financial statements are appropriate and reasonable, however actual results could differ from these estimates. The estimates used do not provide a range of possible results that would require the exercise of subjective judgment. The General Partner further believes that, based on the nature of the business and operations of the Partnership, no other reasonable assumptions relating to the application of the Partnership’s critical accounting estimates other than those currently used would likely result in materially different amounts from those reported.

 

 26 

 

 

RESULTS OF OPERATIONS

 

Due to the nature of the Partnership’s trading, through its investment in the Master Fund, 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.

 

 

 

Period ended March 31, 2017

 

 

 

   Total 
   Partners' 
   Capital of the 
Month Ending:  Partnership 
March 31, 2017  $179,595,657 
December 31, 2016   172,886,333 
      
   Three Months 
Change in Partners' Capital  $6,709,324 
Percent Change   3.88%

 

THREE MONTHS ENDED MARCH 31, 2017

 

The increase in the Partnership’s net assets of $6,709,324 was attributable to net income after profit share through its investment in the Master Fund of $4,521,883 and contributions of $7,571,400 which were partially offset by withdrawals of $5,383,959.

 

Management fees, through the Partnership’s investment in the Master Fund, are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Management fees, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2017 increased $233,099 relative to the corresponding period in 2016. The increase was due to an increase in the average net asset value of the Partnership during the three months ended March 31, 2017, relative to the corresponding period in 2016.

 

The Partnership, through its investment in the Master Fund, bears all trade-related commission and clearing charges due to third-party brokers. Brokerage commissions, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2017 increased $15,650 relative to the corresponding period in 2016. The increase was due to an increase in average net assets of the Partnership during the three months ended March 31, 2017, relative to the corresponding period in 2016.

 

Selling commissions and platform fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Selling commissions and platform fees for the three months ended March 31, 2017 increased $232,619 relative to the corresponding period in 2016. The increase was due to an increase in the average net asset value of commission paying investors of the Partnership during the three months ended March 31, 2017, relative to the corresponding period in 2016.

 

The Partnership, through its investment in the Master Fund, pays administrative expenses for legal, audit and accounting services. Administrative expenses, net of amounts borne by the General Partner, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2017 increased $33,978 relative to the corresponding period in 2016. The increase was due mainly to an increase in the Partnership’s average net asset value during the three months ended March 31, 2017, relative to the corresponding period in 2016.

 

Interest income, through the Partnership’s investment in the Master Fund, is derived from cash and U.S. Treasury instruments held at the Master Fund’s brokers and custodian. Interest income, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2017 increased $164,633 relative to the corresponding period in 2016. This increase was due predominantly to an increase in short-term U.S. Treasury yields during the three months ended March 31, 2017 relative to the corresponding period in 2016, and partially due to an increase in average net assets over the same period.

 

For the three months ended March 31, 2017, the Partnership, through its investment in the Master Fund, achieved net realized and unrealized gains of $7,381,852 from trading operations (including foreign exchange transactions and translations). Management fees of $880,480, brokerage commissions of $108,625, selling commissions and platform fees of $820,055, administrative and operating expenses of $200,030, custody fees and other expenses of $8,305, and profit share of $1,103,786 were paid or accrued. Interest income of $261,312 partially offset the Master Fund expenses allocated to the Partnership resulting in net income after profit share of $4,521,883.

 

 27 

 

 

An analysis of the Master Fund’s trading gain (loss) by sector is as follows:

 

   % Gain 
Sector  (Loss) 
Currencies   0.11%
Energies   (0.63)%
Grains   (0.23)%
Interest rates   0.07%
Livestock   (0.08)%
Metals   0.13%
Softs   0.03%
Stock indices   4.81%
Trading gain   4.21%

 

MANAGEMENT DISCUSSION – 2017

 

Three months ended March 31, 2017

 

The Partnership registered a solid first quarter gain due to profits from long equity futures positions. Trading of currency forwards was slightly profitable, trading of commodity futures was fractionally negative and trading of interest rate futures was essentially flat.

 

According to the Brookings Institution and the Financial Times, the global economic recovery is now “broad-based and stable”. Morgan Stanley concurs, stating that a “…synchronous global recovery…is exhibiting more self-sustaining characteristics”. Against this background, long positions in U.S., European and Asian equity futures were broadly profitable. A long VIX trade was also profitable. Short positions in Indian and South African stock futures were marginally negative. Neither the fading of the positive impulses from the Trump election victory nor an increase in political and geopolitical tensions was able to blunt this equity advance.

 

The U.S. dollar, which had risen sharply during 2016’s fourth quarter, was volatile and weakened during the first three months of 2017 as the difficult reality of governing diminished the election euphoria for the Trump administration. Profits from short U.S. dollar trades versus the currencies of Australia, Brazil, India, Mexico, Russia, and Turkey were offset by the losses from long U.S. dollar positions versus the euro and the currencies of Great Britain, Canada, Japan, Korea, New Zealand, Norway, Sweden and Singapore. Meanwhile, a long euro/short Polish zloty trade and a short euro/long Turkish lira position were each slightly profitable.

 

Interest rates rose early in the period in response to the improving economic outlook and to evidence that central banks worldwide were pulling back from the long era of ultralow interest rates and quantitative easing. Indeed the U.S. Federal Reserve (the “Fed”) did raise its official rate again by 0.25% during the quarter. Moreover, Mario Draghi, the President of the European Central Bank (the “ECB”), indicated that “there is no longer the sense of urgency in taking further actions.” The People’s Bank of China (the “PBOC”) edged toward a tighter policy during the quarter, as well. Finally, the Bank of England and the Bank of Japan issued improved outlooks for their economies. Later on, however, political tensions in the U.S., Great Britain, the Netherlands, France, Turkey and South Africa and geopolitical tensions and terrorism involving North Korea, South Korea, the U.K., Canada and Syria produced a flight to safety and declining rates. On balance, the sector was flat for the quarter and at month-end the Partnership’s interest rate futures positions remained generally long.

 

Energy prices were volatile and range-bound in the quarter. Production cut efforts by the Organization of the Petroleum Exporting Countries buoyed prices at times, while increasing U.S. shale production weighed on prices at other times. A long RBOB gasoline position was unprofitable as was trading of crude oil and other products.

 

Trading of metal futures was marginally profitable as small profits from long aluminum, zinc and palladium positions were larger than small losses from short gold and silver positions.

 

Trading of soft and agricultural commodities was marginally unprofitable. Grain trading was unprofitable due to losses from a short corn trade early in the period and from long soybean and soybean meal positions. A short wheat position was profitable in March. A short sugar position was also profitable in March. Trading of livestock was slightly negative.

 

 28 

 

 

 

 

Period ended March 31, 2016

 

 

 

   Total 
   Partners' 
   Capital of the 
Month Ending:  Partnership 
March 31, 2016   131,426,405 
December 31, 2015   122,195,232 
      
   Three Months 
Change in Partners' Capital  $9,231,173 
Percent Change   7.55%

 

THREE MONTHS ENDED MARCH 31, 2016

 

The increase in the Partnership’s net assets of $9,231,173 was attributable to net income after profit share through its investment in the Master Fund of $9,531,054 and contributions of $2,233,000 which were partially offset by withdrawals of $2,532,881.

 

Management fees, through the Partnership’s investment in the Master Fund, are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Management fees, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2016 increased $39,674 relative to the corresponding period in 2015. The increase was due to an increase in the average net asset value of the Partnership during the three months ended March 31, 2016, relative to the corresponding period in 2015.

 

The Partnership, through its investment in the Master Fund, bears all trade-related commission and clearing charges due to third-party brokers. Brokerage commissions, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2016 increased $10,898 relative to the corresponding period in 2015. The increase was due mainly to an increase in trading volume at the Master Fund, relative to the corresponding period in 2015.

 

Selling commissions and platform fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Selling commissions and platform fees for the three months ended March 31, 2016 increased $31,452 relative to the corresponding period in 2015. The increase was due to an increase in the average net asset value of commission paying investors of the Partnership during the three months ended March 31, 2016, relative to the corresponding period in 2015.

 

The Partnership, through its investment in the Master Fund, pays administrative expenses for legal, audit and accounting services. Administrative expenses, net of amounts borne by the General Partner, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2016 increased $10,077 relative to the corresponding period in 2015. The increase was due mainly to an increase in the Partnership’s average net asset value during the three months ended March 31, 2016, relative to the corresponding period in 2015.

 

Interest income, through the Partnership’s investment in the Master Fund, is derived from cash and U.S. Treasury instruments held at the Master Fund’s brokers and custodian. Interest income, through the Partnership’s investment in the Master Fund, for the three months ended March 31, 2016 increased $62,478 relative to the corresponding period in 2015. This increase was due predominantly to an increase in short-term U.S. Treasury yields during the three months ended March 31, 2016 relative to the corresponding period in 2015, and partially due to an increase in average net assets over the same period.

 

For the three months ended March 31, 2016, the Partnership, through its investment in the Master Fund, achieved net realized and unrealized gains of $12,734,581 from trading operations (including foreign exchange transactions and translations). Management fees of $647,381, brokerage commissions of $92,975, selling commissions and platform fees of $587,436, administrative and operating expenses of $166,052, custody fees and other expenses of $5,520, and profit share of $1,800,842 were paid or accrued. Interest income of $96,679 partially offset the Master Fund expenses allocated to the Partnership resulting in net income after profit share of $9,531,054.

 

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An analysis of the Master Fund’s trading gain (loss) by sector is as follows:

 

   % Gain 
Sector  (Loss) 
Currencies   1.04%
Energies   0.68%
Grains   0.22%
Interest rates   7.37%
Livestock   (0.00)%
Metals   (0.31)%
Softs   (0.49)%
Stock indices   1.77%
Trading gain   10.28%

 

MANAGEMENT DISCUSSION – 2016

 

Three months ended March 31, 2016

 

During a quarter of extreme market volatility, the Partnership registered a strong performance led by gains on long interest rate futures positions. Trading of equity futures and foreign exchange forwards were also profitable. Meanwhile, commodity futures were marginally negative as a gain from trading energy futures was outweighed by fractional losses from trading metal and agricultural futures.

 

Concerns about global growth that International Monetary Fund Managing Director Christine Lagarde described as ‘…too low, too fragile and facing increased risks to its durability…”, combined with doubts about policy makers’ competence and capabilities, generated strong demand for government securities for most of the quarter. The demand for this debt was underpinned when: the Bank of Japan moved official interest rates into negative territory at the end of January; the Bank of England delayed any potential rate increase; the ECB and the PBOC eased monetary policy in March; and a speech by Fed Chair Janet Yellen squashed expectations for a near term Fed rate increase. Consequently, long positions in U.S., German, French, Italian, British, Japanese, Australian and Canadian notes and bonds were profitable. Long positions in short-term dollar and sterling interest rate futures were also profitable.

 

Equity markets were particularly volatile during the first quarter of 2016, tracing out a classic V-shaped path. The tumultuous first half of the period saw many equity indices experiencing multiyear lows before rebounding impressively over the second half of the quarter. Early on, weak economic data out of China and concerns about official policy decisions generated a renewed rout in Chinese equities and the yuan. These events, combined with a further collapse in energy prices; worries that Fed interest rate increases and a stronger dollar might impede global growth; and a halt in corporate profit growth, produced a broad, sharp equity selloff. Later, equity prices recovered as energy prices rebounded, the ECB, PBOC and Fed displayed easier policy tendencies, the U.S. dollar eased and growth concerns moderated. On balance, short positions in Chinese, Hong Kong, Japanese, Singaporean, Indian, and Spanish futures were profitable. Trading of U.S. and Canadian stock index futures also posted gains. On the other hand, short positions in Dutch and South African futures, a long U.K stock futures position, and trading of the European stoxx future resulted in somewhat offsetting losses.

 

Foreign exchange trading was also volatile. At the beginning of the year, given the search for safety, declining oil prices and the Fed’s “relatively hawkish” policy position, the U.S. dollar strengthened. Thus, during January and February, long U.S. dollar trades versus the pound sterling, Canadian dollar, Korean won, Russian Ruble and Mexican peso were profitable. The pound fell precipitously when the possibility of Britain’s exit from the EU became more likely and Boris Johnson, the mayor of London, endorsed the move. As the quarter unfolded, however, the PBOC aggressively implemented measures to support the yuan; the G-20 Shanghai Communique in late February signaled a strong stance against currency competition that took some steam out of the U.S. dollar; and the likelihood of a near term increase in interest rates by the Fed diminished, prompting a U.S. dollar decline, especially against emerging market currencies where interest rates tend to be higher. A stabilization of commodity prices also helped the commodity producing countries. A series of events abroad further encouraged the U.S. dollar slippage: Mexico’s surprise February 50 basis point hike in official interest rates; the increasing likelihood of an ouster of President Dilma Rousseff in Brazil; an increase in official rates in South Africa; and rising oil prices and high interest rates supporting the Russian ruble. Consequently, short dollar positions against the currencies of Australia, Brazil, Canada, Columbia, India, Israel, Mexico, New Zealand, Russia, South Africa, and Turkey were profitable. On the other hand, long dollar trades versus the euro, yen, Swiss franc, Swedish krona, Norwegian kroner, Czech koruna, Polish zloty and Chilean peso were unprofitable.

 

With the International Energy Agency suggesting that the “…world could drown in [oil] oversupply…”; with crude oil production at or near recent record levels in many countries—e.g., Saudi Arabia, Russia, the U.S., and Iraq; with Iranian exports ramping up; and with global demand still sluggish, crude prices slumped below $30 per barrel in January. Short positions in Brent crude, WTI crude, RBOB gasoline, London gas oil, heating oil and natural gas were profitable. Subsequently, reports that Saudi Arabia, Russia and a number of other producers were discussing plans for a production freeze and would meet in Doha in April sparked an oil price rebound. Indeed, oil prices reached a three month high above $40 per barrel on March 18. Consequently, losses were suffered on these same short crude oil, crude products and natural gas trades, and positions were reduced and/or reversed. Overall, energy trading was fractionally profitable for the quarter due to gains from WTI crude, natural gas, London gas oil and spread trading of crude.

 

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Industrial metal prices vacillated during the quarter but did move up somewhat in synchrony with energy prices, and short positions in industrial metals were unprofitable. Safe haven demand pushed up gold prices, especially in February, and a small long trade was fractionally profitable, providing a partial offset.

 

Trading of sugar was unprofitable, as was a long cocoa trade in January, and a short Arabica coffee position in March. The profits from short corn and wheat trades fractionally outdistanced the losses from trading soybeans and soybean meal.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Neither the Partnership nor the Master Fund engages in off-balance sheet arrangements with other entities.

 

CONTRACTUAL OBLIGATIONS

 

Neither the Partnership nor the Master Fund enters into any contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnership’s sole business, through its investment in the Master Fund, is trading futures, forward currency, spot and swap contracts, both long (contracts to buy) and short (contacts to sell). All such contracts are settled by offset, not delivery. Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Master Fund for less than four months before being offset or rolled over into new contracts with similar maturities. The financial statements of the Master Fund present a condensed schedule of investments setting forth open futures, forward and other contracts at March 31, 2017 and December 31, 2016.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

The General Partner, with the participation of the principal executive officers and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the period covered by this quarterly report, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal controls over financial reporting during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the General Partner's internal controls over financial reporting with respect to the Partnership.

 

PART II. OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

None.

 

ITEM 1A. Risk Factors

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a) Pursuant to the Partnership's Third Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”), the Partnership may sell Interests at the beginning of each calendar month. There were no underwriting discounts or commissions in connection with the sales of the Interests described above.

 

Each of the foregoing Interests were offered and sold only to “accredited investors” as defined in Rule 501(a) under the Securities Act of 1933 as amended (the “1933 Act”), in reliance on the exemption from registration provided by Rule 506(b) under the 1933 Act.

 

(b) Pursuant to the Partnership’s Partnership Agreement, investors may redeem their Units at the end of each calendar month at the then current month-end net asset value. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed.

 

The following table summarizes the redemptions by Series A, Series B and Series C limited partners during the three months ended March 31, 2017.

 

   Series A   Series B   Series C 
Date of  Units   NAV   Units   NAV   Units   NAV 
Withdrawal  Redeemed   per Unit   Redeemed   per Unit   Redeemed   per Unit 
January 31, 2017   (1,205.4504)  $1,122.65    (318.3410)  $1,254.78    -   $1,278.39 
February 28, 2017   (1,136.5058)   1,148.69    (24.8830)   1,285.00    -    1,309.45 
March 31, 2017   (1,970.7310)   1,157.98    (9.0040)   1,296.90    -    1,321.85 
                               
Total   (4,312.6872)        (352.2280)        -      

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not Applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

The following exhibits are included herewith:

 

31.01 Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer

31.02 Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer

31.03 Rule 13(a)-14(a)/15(d)-14(a) Certification of President and Chief Financial Officer

32.01 Section 1350 Certification of Co-Chief Executive Officer

32.02 Section 1350 Certification of Co-Chief Executive Officer

32.03 Section 1350 Certification of President and Chief Financial Officer

 

101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition 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.

 

By:  Millburn Ridgefield Corporation,  
  General Partner  

 

Date: May 12, 2017  
   
  /s/ Michael W. Carter
  Michael W. Carter
  Vice-President
  (Principal Accounting Officer)

 

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