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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission File Number: 0-23529
THE WILLOWBRIDGE FUND, L.P.
(Exact name of registrant as specified in its charter)
Delaware 22-2678474
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 Benedek Road
Princeton, NJ 08540
(Address of principal executive offices) (Zip Code)
(609) 921-0717
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
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.
|X| Yes |_| No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
|_| Yes |X| No
The Partnership's limited partnership interests are not traded on any market
and, accordingly, do not have an aggregate market value. As of March 17, 2005
the net asset value of the limited partnership interests of the registrant
held by non-affiliates of the registrant was approximately $47,712,817.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 2. Properties 16
Item 3. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Security Holders 16
PART II
Item 5. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters 17
Item 6. Selected Financial Data 17
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 19
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 22
Item 8. Financial Statements and Supplementary Data 23
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 23
Item 9A. Controls and Procedures 23
PART III
Item 10. Directors and Executive Officers 24
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owner
and Management 25
Item 13. Certain Relationships and Related Transactions 25
Item 14. Principal Accountant Fees and Services 25
PART IV
Item 15. Exhibits, Financial Statement Schedules 26
PART I
ITEM 1. Business.
Summary
The Willowbridge Fund, L.P. (the "Partnership") is a limited
partnership organized under the Delaware Revised Uniform Limited Partnership
Act. The business of the Partnership is to trade, buy, sell or otherwise
acquire, hold or dispose of commodity futures contracts, options on physical
commodities and on commodity futures contracts, forward contracts, and any
rights pertaining thereto ("Commodity Interests") and to engage in all
activities incident thereto. The objective of the Partnership is the
appreciation of its assets through speculative trading.
Ruvane Investment Corporation, a Delaware corporation (the "General
Partner"), is the general partner of the Partnership. The Partnership and the
General Partner maintain their principal business office at 4 Benedek Road,
Princeton, New Jersey 08540. The telephone number for the Partnership and the
General Partner is (609) 921-0717, the facsimile number is (609) 921-0577, and
their e-mail address is info@willowbridgefund.com. The General Partner has
been registered with the Commodity Futures Trading Commission ("CFTC")
pursuant to the Commodity Exchange Act, as amended (the "CEA"), as a Commodity
Pool Operator ("CPO") since August 8, 1995, as a Commodity Trading Advisor
("CTA") since January 12, 1990 and as an introducing broker since May 8, 1995,
and is a member of the National Futures Association ("NFA") in such
capacities. See " - The General Partner."
The General Partner has selected Willowbridge Associates Inc.
("Willowbridge" or the "Advisor") as the Partnership's trading advisor. The
Advisor's main business address is 101 Morgan Lane, Suite 180, Plainsboro, New
Jersey 08536 and its telephone number is (609) 936-1100. The Advisor has been
registered as a CPO and a CTA pursuant to the CEA since May 3, 1988 and is a
member of the NFA in such capacities. All trading decisions regarding the
Partnership are made by the Advisor. See "-- The Advisor."
All of the Partnership's assets are traded pursuant to the Primary
Investment Program, utilizing three of the trading systems operated by the
Advisor. The three trading systems utilized under the Primary Investment
Program are computer-based, quantitative systems that trade in domestic and
foreign financial instruments, currencies, precious metals and other
commodities such as grains, foods and energy products. See "Trading
Programs---Allocation of Capital." The General Partner believes that the
combination of several investment strategies and global market exposure
reduces the Partnership's dependence on the success of any single strategy
while positioning the Partnership to participate in economic trends in
different markets. Nonetheless, in many cases the markets traded by the
individual trading strategies overlap and the positions held by the
Partnership at any particular point in time may result in different
concentrations in any group of markets, which may reduce the diversity of the
Partnership's investments. See "Risk Factors---Partnership's Market Positions
May Lack Diversity."
The Partnership is designed to permit investors to participate in the
financial advantages presented by trading in Commodity Interests. However,
trading in Commodity Interests does entail significant risks, and it is
possible that an investor in the Partnership could lose its entire investment.
Trading in Commodity Interests is speculative, volatile and highly leveraged
and may be riskier and more volatile than many other investments. Further, the
Partnership is obligated to pay trading and operational expenses and pay
incentive fees, if any, which could materially affect the net results of an
investment in the Partnership by reducing net profits or increasing net
losses, and the Partnership will be required to make trading profits in the
amount of such charges and fees, less interest earned, to avoid depletion or
exhaustion of its assets and to generate any profits for the Partnership and
the Limited Partners. There can be no assurance that the Partnership will
achieve any profits. See "--Risk Factors."
In accordance with the amendment to Section 5 of the Limited
partnership Agreement of the Partnership (the "Agreement"), effective January
16, 2003, the Partnership offers separate classes of limited partnership
interests, whereby interests which were already issued by the Partnership will
be designated as Class A interests. As per the offering memorandum dated
February 29, 2004, the Partnership offers Class B limited partnership
interests in private offering pursuant to Regulation D as adopted under
section 4(2) of the Securities Act of 1933, as amended. On March 1, 2004, the
Partnership issued for the first time 24.7500 Class B limited partnership
interests at $1,000 net asset value per unit. The Partnership will offer the
Class B interests up to an aggregate of $100,000,000.
The General Partner
The General Partner, to the exclusion of the limited partners of the
Partnership (the "Limited Partners"), manages and conducts the business of the
Partnership. The General Partner (i) selects and monitors the independent
commodity trading advisors and the commodity brokers; (ii) allocates and/or
reallocates assets of the Partnership to or from the advisors; (iii)
determines if an advisor or commodity broker should be removed or replaced;
(iv) negotiates management fees, incentive fees and brokerage commissions; and
(v) performs such other services as the Partnership may from time to time
request.
The General Partner is responsible for the allocation of the
Partnership's capital among various investment programs. The Partnership's
capital currently is allocated to the Primary Investment Program of the
Advisor. See " -- Trading Programs." The General Partner, in the future, may
allocate the Partnership's assets to other trading programs. In addition, the
General Partner may introduce the Partnership's trades to the Partnership's
commodity brokers. Under the terms of the Amended and Restated Limited
Partnership Agreement of the Partnership (the "Partnership Agreement"), the
General Partner will maintain its capital contributions to the Partnership in
an amount equal to 1% of the aggregate capital raised by the Partnership from
time to time. As of December 31, 2004, the General Partner owned approximately
$1,010,987.93 of general partnership interests in the Partnership. The General
Partner is a Delaware Corporation organized in January 1990. The principal of
the General Partner is Robert L. Lerner. See "Directors and Executive
Officers."
Futures Trading
Futures contracts are contracts made on or through a commodity
exchange and provide for future delivery of agricultural and industrial
commodities, precious metals, foreign currencies or financial instruments, and
in the case of certain contracts, such as stock index futures contracts and
Eurodollar futures contracts, provide for cash settlement. Such contracts are
uniform for each commodity on each exchange and vary only with respect to
price and delivery time. A contract to buy or sell may be satisfied either by
making or taking delivery of the commodity and payment or acceptance of the
entire purchase price therefor or by offsetting the obligation with a contract
containing a matching contractual obligation on the same (or a linked)
exchange prior to delivery. In futures and forward trading, capital is not
used to acquire a physical asset but only as security for the payment of
losses incurred in open positions. United States commodity exchanges
individually or, in certain limited situations, in conjunction with certain
foreign exchanges, provide a clearing mechanism to facilitate the matching of
offsetting trades. Once trades made between members of an exchange have been
confirmed, the clearinghouse is substituted for the clearing member acting on
behalf of each buyer and each seller of contracts traded on the exchange and
in effect becomes the other party to the trade. Thereafter, each clearing
member party to the trade looks only to the clearinghouse for performance.
Clearinghouses do not deal with customers, but only with member firms, and the
"guarantee" of performance under open positions provided by the clearinghouse
does not extend to customers. If a customer's commodity broker becomes
bankrupt or insolvent, or otherwise defaults on such broker's obligations to
such customer, the customer in question may not receive all amounts owing to
such customer in respect of trading, despite the clearinghouse fully
discharging all of its obligations.
Two broad classifications of persons who trade in commodity futures
are "hedgers" and "speculators." Commercial interests, including banks and
other financial institutions, and farmers, who market or process commodities,
use the futures markets for hedging. Hedging is a protective procedure
designed to minimize losses that may occur because of price fluctuations. The
usual objective of the hedger is to protect the profit that he expects to earn
from his financial operations, rather than to profit strictly from his futures
trading. The commodity markets enable the hedger to shift the risk of price
fluctuations to the speculator.
The speculator, such as the Partnership, risks its capital with the
hope of making profits from the price fluctuations in futures contracts The
speculator assumes the risks which the hedger seeks to avoid. Speculators
rarely expect to take or make delivery of the "cash" or actual physical
commodity in the futures market. Rather, they generally close out their
futures positions by entering into offsetting purchases or sales of futures
contracts. Because the speculator may take either a long or short position in
the futures markets, it is possible for the speculator to earn profits or
incur losses regardless of the direction of price trends. Generally,
commodities trades made by the Partnership will be for speculative rather than
for hedging purposes.
The justification for futures trading is that it provides the means
for those who produce or deal in cash commodities to hedge against
unpredictable price changes. Price fluctuations affect the value of inventory,
the cost of production and the competitive pricing of end products. The risks
of price fluctuation confront and threaten a diverse set of firms that
merchandise, store or process large volumes of cash commodities. Government
securities dealers, for example, often maintain a large inventory of notes and
bonds. Even a small increase in prevailing interest rate levels can
significantly reduce the value of those inventory holdings, and hence the
price at which they can be sold. In determining the pricing of its output, the
large baker, for example, is subject to the market prices of its raw
materials, such as wheat, sugar and cocoa. A sudden increase in the prices of
these materials will raise the cost of production and negatively affect the
competitiveness of the finished product. Other entities that face the risks
associated with market price fluctuation include farmers, grain elevator
operators, importers, refiners and commercial banks. The constraint these
entities face is that there are no short run substitutes for certain items
essential for continued operation. The baker cannot function without flour,
2
the securities dealer without bonds or the refiner without crude oil. As a
result, the need arises for a vehicle through which commercial entities as a
group can transfer the risk of price fluctuation to some other group that is
willing to bear that risk. The futures markets exist as the vehicle that
allows the transfer of price risk from commercial entities, called hedgers, to
risk-bearing entities, called investors or speculators.
Investment Philosophy
The General Partner believes that, if an investor utilizes a
disciplined approach to managing risk, and is appropriately capitalized, the
investor will earn a premium for bearing risk. It is this premium that is the
source of returns to futures investing. The returns to futures investing are
driven by events that upset the supply and demand equilibrium of the
underlying commodity market. For example, a change in the prime rate will
affect interest rate and currency instruments, a drought will alter the
production expectations for agricultural products, or the prospect of a war in
the Middle East will cause the prices of crude oil and its derivatives to
fluctuate. It is during these periods of disruption that the risk premium
generally is paid. Conversely, when commodity markets are stable and
directionless, returns from risk premiums are not to be expected. Since
traditional investment instruments like stocks and bonds perform poorly during
disruptive periods and well in a stable economic environment, a futures
investment can offer the potential benefits of diversification to a
traditional portfolio.
The General Partner believes that two important considerations in
evaluating an investment opportunity are whether the investment has a sound
underlying economic foundation for its expected return and whether the
approach employed by the investment's manager has the capability to realize
that return. The General Partner's approach to investment in futures is
designed to achieve consistent profits over the long term. The key to the
General Partner's investment approach is diversification among trading methods
and among markets, which is intended to reduce the variability of returns
while maintaining the ability to capitalize on profitable trends.
The General Partner allocates the Partnership's capital to an
investment program of the Advisor, which uses a mix of trading strategies that
(i) have demonstrated the ability to achieve long-term trading success and
(ii) enhance the diversification characteristics of the account. The General
Partner measures the success of an investment program by its trading and
research results and experience.
The General Partner believes that an account should be considered a
long-term investment in order to afford the different trading strategies and
investment programs time to operate under a variety of different market
conditions. Consequently, the General Partner may choose not to reallocate
capital from or terminate an investment program or trading strategy even if
that investment program or trading strategy has had an unprofitable period of
significant duration. As the performance of the investment programs and
trading strategies will vary, the percentage of the Partnership's capital
under the management of each may vary also. Therefore, it is unlikely that the
current capital allocations will in fact be the actual allocations at any time
during the Partnership's operations. When capital is withdrawn from the
Partnership, the capital under each investment program's and trading
strategy's management will be reduced in amounts determined by the Advisor, in
consultation with the General Partner.
Extensive leverage is available in futures markets. The General
Partner will monitor the Advisor's trading so that leverage remains within
levels acceptable to the General Partner, in its sole discretion. In general,
the General Partner anticipates that margin commitments for the Partnership
will range between 15% and 40% of capital. Margin commitments represent that
portion of the capital of the Partnership which is committed as margin for
futures contracts. Margins are good faith deposits which must be made with a
commodity broker in order to initiate or maintain an open position in a
futures contract.
The Advisor
The General Partner has selected Willowbridge as the Partnership's
trading advisor. The Advisor is a global trading advisor, managing over U.S.
$979.0 million in client capital (U.S. $615.0 million of actual funds and U.S.
$364.0 million of notional funds, or funds that clients have instructed the
Advisor to trade but not deposit into their brokerage accounts) as of March 1,
2005. This managed capital is allocated to futures, foreign exchange, interest
rates and related markets for clients including international banks, brokerage
firms, pension funds, institutions and high net worth individuals. The Advisor
was organized as a Delaware corporation in January 1988 and trades on a
24-hour basis in over 70 markets worldwide. The primary activity of
Willowbridge is to buy, sell (including short sales), make a spread or
otherwise trade in Commodity Interests. The Advisor may, to a limited extent,
also trade in other instruments. The trading principals of the Advisor are
Philip L. Yang and Michael Y. Gan. See "Directors and Executive Officers."
The Advisor makes trading decisions pursuant to its trading
strategies under the investment programs, as well as pursuant to any other
trading program, selected by the General Partner. As used herein, the term
"trading system" refers to a computerized technical, systematic trading
program of the Advisor, the term "trading approach" refers to a discretionary
trading program of the Advisor and the term "trading strategy" refers to
either a trading system or a trading approach.
3
Trading Programs
Commodity traders generally rely on either technical or fundamental
analysis, or a combination thereof, in making trading decisions and attempting
to identify price trends. Fundamental analysis looks at the external factors
that affect the supply and demand of a particular commodity in order to
predict future prices. As an example, some of the fundamental factors that
affect the demand of a foreign currency, like the British pound, are the
inflation and interest rates of the currency's domestic market, exchange
controls, and the country's balance of trade, business climate and political
stability. The supply of a currency may be determined by, among other things,
government spending, credit controls, domestic money supply and prior years'
trade balances. Some of the fundamental factors that affect the supply of an
agricultural commodity, such as corn, include the acreage planted and factors
affecting crop conditions such as drought, flood and disease. The demand for
corn consists of domestic consumption and exports, and is a product of many
things, including general world economic conditions, as well as the cost of
corn in relation to the cost of competing products such as soybean meal,
wheat, oats and barley.
Technical analysis is not based on the anticipated supply and demand
of the cash (actual) commodity; instead, it is based on the theory that a
study of the markets themselves will provide a means of anticipating future
prices. Technical analysis of the markets generally will include a study of
the actual daily, weekly and monthly price fluctuations, volume variations and
changes in open interest, utilizing charts or computers for analysis of these
items.
The investment programs and trading strategies which the General
Partner has selected to trade the Partnership's assets are described below,
and from time to time may be changed or refined. Additional trading programs
may be developed by the Advisor or other trading advisors who may be employed
in trading the assets of the Partnership.
Each trading system employed by the Advisor will attempt to detect
trends in price movements for futures, option, forward and spot contracts. All
successful speculative commodity trading depends upon establishing a position
and then maintaining that position while the market moves in favor of the
trader. Technical trading systems seek to establish such positions and to exit
the market and establish reverse positions, or both, when the favorable trend
either reverses or does not materialize. No such system will be successful if
the market is moving in an erratic and nontrending manner or if the market
moves in the direction opposite to that predicted by the system. Because of
the nature of commodity markets, prices frequently appear to be trending when
the market is, in fact, without a trend. In addition, a trading system may
identify markets as trending favorably to a particular position in the market
even though actual market performance thereafter is the reverse of the trend
identified.
The investment programs and trading strategies to be followed by the
Advisor do not assure the success of the Partnership. Investment decisions
made in accordance with these programs and strategies will be based on an
assessment of available facts. However, because of the large quantity of facts
at hand, a number of available facts may be overlooked. Variables may shift
and any investment decision must, in the final analysis, be based on the
judgment of the Advisor. Accordingly, no assurance can be given that the
Advisor's investment programs and trading strategies will result in profits to
investors in the Partnership.
For each of the trading strategies, risk is managed on a market by
market level as well as on an overall portfolio level. On the market level,
risk is managed primarily by utilizing proprietary volatility filters. When
these filters detect a certain excessive level of volatility in the markets
traded, they will signal that the trading strategies should no longer be
trading in the markets in which the filters have detected excessive
volatility. In this way, the trading strategies do not participate in markets
in which there are extremes in market action. On the portfolio level, risk is
managed by utilizing a proprietary portfolio cutback rule. When cumulative
profits have reached a certain level, this rule determines that positions
should be halved across the entire portfolio. In this way, risk is reduced
while allowing the trading strategies to continue to participate in the
markets, albeit at a reduced level. After the portfolio has been traded at
half, the rule will then determine when to increase positions to again trade
at the full level.
Allocation of Capital
All of the Partnership's assets are currently traded pursuant to the
Primary Investment Program, utilizing all or part of three of the trading
systems operated by Willowbridge: the Vulcan System, the Argo System and the
Siren System. (See "Trading Programs and Use of Proceeds --Description of
Trading Systems.") The General Partner, in the future, may allocate the
Partnership's assets to other trading strategies and investment programs.
4
Primary Investment Program
Under the Primary Investment Program, the Advisor has the discretion,
based upon its periodic evaluation of market conditions, to determine which
trading system to use for a given market. Approximately one-half of the assets
traded by the Advisor pursuant to the Primary Investment Program are allocated
to the Argo System and the remaining portion is allocated between currencies
and financial instruments traded pursuant to the Vulcan System and precious
metals, grains, meats, softs and tropicals traded pursuant to the Siren
System. On November 3, 1997, a trading component of Titan was added to the
Primary Investment Program. The Advisor, in consultation with the General
Partner, may change the allocation of the assets it trades pursuant to the
Primary Investment Program among the trading systems and among the commodities
traded pursuant thereto. Typically, changes in strategies used for particular
markets are made infrequently. If the assets of the Partnership allocated to
the Primary Investment Program fall below $1,000,000, the Advisor may not be
able to trade the Primary Investment Program portfolio.
Description of Trading Systems
The trading systems used by the Advisor are proprietary and
confidential. The descriptions herein, therefore, are, of necessity, general
and not intended to be exhaustive.
Vulcan Trading System
The Vulcan Trading System ("Vulcan") is a computerized technical
trading system. It is not a trend-following system, but does ride a trend when
the opportunity arises. Vulcan uses the concepts of pattern recognition,
support/resistance levels, and counter-trend liquidations in making trading
decisions. In effect, Vulcan is more akin to a systematic technical charting
system, as opposed to most computer systems, which are based on pure
trend-following calculations.
The Vulcan System is based on general technical trading principles
that over time have repeatedly shown their validity as price movement
forecasters. As used in connection with the Partnership, it applies these
principles to a diversified portfolio of financial instruments and currencies.
Given that the system is based on general principles, the system parameters
used are the same for all items in the portfolio and are not optimized. In
this manner, the Vulcan System minimizes the problem of data-fitting.
Vulcan determines, on a daily basis, whether to be long, short or
flat each of the various commodities in its portfolio. The Vulcan portfolio
traded for the Primary Investment Program includes:
Domestic Financial
Instruments: Treasury Bills, Treasury Bonds,
Treasury Notes, Eurodollars
Foreign Financial
Instruments: Euro-Yen, Japanese Bonds, Australian
T-Bills, Australian T-Bonds,
Short Sterling, Gilts, Euribor,
Euro-Swiss, Bunds, French Notional,
Italian BTP, Spanish Bono, Eurex, Bobls
Currencies: Pound Sterling, Canadian Dollar,
Swiss Franc, Japanese Yen,
Australian Dollar, EuroFX, EuroYen
The above list is provided only as an indication of markets traded
since the Advisor removes and adds contracts to the list from time to time.
It is intended that approximately 15% to 40% of the assets under
management pursuant to the Vulcan System normally will be committed as margin
for Commodity Interest trading, but from time to time, the percentage of
assets committed may be substantially more or less. Positions are generally
held from 10 to 15 trading days. The largest monthly draw-down experienced by
Willowbridge in using Vulcan was 29.82% and occurred in February 2002. The
greatest peak-to-valley draw-down was 53.45% and occurred in the period
between February 2001 to February 2002.
Argo Trading System
The Argo Trading System ("Argo") commenced trading in 1987. Argo
essentially incorporates Vulcan's concepts of pattern recognition,
support/resistance levels and counter-trend liquidations. Argo has a
relatively slower time horizon than Vulcan and attempts to capture longer-term
price moves. The Argo portfolio includes the instruments traded in the Vulcan
portfolio, as well as the following other commodities:
5
Grains: Corn, Wheat, Soybeans, Soybean Meal,
Soybean Oil, Oats, Rough Rice
Precious Metals: Gold, Silver, Platinum
General: Crude Oil, Heating Oil, Unleaded
Gasoline, Natural Gas, Copper, Sugar,
Coffee, Cocoa, Cotton, Live Cattle,
Live Hogs, Pork Bellies
The above list is provided only as an indication of markets traded
since the Advisor removes and adds contracts to the list from time to time.
It is intended that approximately 15% to 40% of assets under
management normally committed as margin for Commodity Interest trading, but
from time to time the percentage of assets committed may be substantially more
or less. Argo's positions will generally be held from 20 to 30 trading days.
The largest monthly draw-down experienced by Willowbridge in using Argo was
20.97% and occurred in July 2000. The greatest peak-to-valley draw-down was
39.52% and occurred in the period between October 1999 to July 2000.
Siren Trading System
The Siren Trading System ("Siren") commenced trading in January 1991.
Siren is a system based on the principles of market profiles and other
techniques that utilize real time price information. Siren can best be
characterized as a top and bottom picking system. Siren tries to determine
acquisition and distribution patterns that often signal the end and reversal
of a major trend bias. When it identifies such a change, it will attempt to
initiate a countervailing position. Siren's time frame is generally 18 to 25
trading days. The Siren portfolio traded for the Primary Investment Program
includes:
Grains: Corn, Wheat, Soybeans, Soybean Meal,
Soybean Oil, Oats, Rough Rice
Precious Metals: Gold, Silver, Platinum
General: Crude Oil, Heating Oil, Unleaded
Gasoline, Natural Gas, Copper, Sugar,
Coffee, Cocoa, Cotton, Live Cattle,
Live Hogs, Pork Bellies
The above list is provided only as an indication of markets traded
since the Advisor removes and adds contracts to the list from time to time.
It is intended that approximately 15% to 40% of the assets under
management pursuant to Siren will be normally committed as margin for
Commodity Interest trading, but from time to time, the percentage of assets
committed may be substantially more or less. The largest monthly draw- down
experienced by Willowbridge in using Siren was 15.15% and occurred in
September 2000. The greatest peak-to-valley draw-down was 35.30% and occurred
in the period between March 2000 to November 2001.
Trading Policies
In its trading activities, the Partnership will adhere to the
following policies. The General Partner will notify limited partners of any
changes in these trading policies.
1. The Partnership will not lend or borrow money, although the
Partnership may utilize lines of credit for trading forward contracts.
2. The Partnership will not commingle its assets with those of other
persons, except as permitted under the CEA and the rules and regulations
promulgated thereunder.
3. The Partnership will not trade bank forward contracts with or
through any bank that, as of the end of its latest fiscal year, had an
aggregate balance in its capital, surplus and related accounts of less than
$100,000,000, as shown by its published financial statements for such year.
4. The Partnership will not purchase, sell or trade securities,
except securities approved by the CFTC for investment of customer funds. The
Partnership may trade in futures contracts on securities and securities
indices, options on such futures contracts, and other commodity options.
6
The Commodity Brokers
The Partnership executes and clears trades in futures and commodity
options through Man Financial, Inc. ("Man") and ADM Investor Services, Inc.
("ADM"), unaffiliated brokers selected by the General Partner. The General
Partner may retain additional or substitute clearing brokers in the future.
Man and ADM are registered under the CEA as futures commission merchants and
are members of the NFA in such capacities. Man and ADM act only as clearing
brokers for the Partnership and as such are paid commissions for executing and
clearing trades on behalf of the Partnership. Neither Man nor ADM act in any
supervisory capacity with respect to the General Partner or participate in the
management of the General Partner or the Partnership.
The assets of the Partnership are deposited with Man and ADM in
trading accounts established by the Partnership for the Advisor and are used
by the Partnership as margin to engage in trading. Each of the clearing
brokers is a futures commission merchant registered with the CFTC. Such assets
are held in either an interest-bearing bank account or in securities approved
by the CFTC for investment of customer funds. The clearing brokers through
clearing futures trades for its customers, including the Partnership, could
expose the Partnership to credit risk. The clearing brokers attempt to
mitigate this risk relating to futures contracts in regulated commodities by
maintaining funds deposited by customers in separate bank accounts, which are
designated as segregated customers' accounts. In addition, the clearing
brokers have set aside funds deposited by customers relating to foreign
futures and options in separate bank accounts, which are designated as
customer secured accounts. Lastly, the clearing brokers are subject to the
CFTC's Net Capital Rule, which requires the clearing brokers to maintain
minimum net capital of at least 4% of the segregated customer funds as defined
by the CEA and regulations promulgated thereunder.
The clearing brokers must comply with the settlement procedures
established by the clearinghouse of each exchange where the clearing broker is
a clearing member. The rules of exchange vary, but at a minimum the exchange
guarantees performance on every contract to each of its clearing members.
Thus, once a trade between two clearing members is matched by the exchange,
the rights and obligations under the futures or options contract do not run
between the original buyer and seller, but between the clearing member and the
seller of the contract, and between the clearing member and the buyer. The
clearinghouse sets a settlement price for settling all accounts between
clearing members for each contract month. Unliquidated positions on
outstanding contracts are marked to market at least once a day via midday
and/or morning calls to determine any additional margin requirements. In
general, a clearinghouse is backed by the membership and will act in the event
of non-performance by one of its members or one of the member's customers, the
intent of which is to significantly reduce credit risk. If a clearing broker
is not a member of an exchange clearinghouse, it will comply with the
settlement procedures established with the actual carrying brokers and will
operate through them. Settlement of calls on such contracts may take an extra
day on U.S. exchanges or two extra days on non-U.S. exchanges. Additional
margin requirements are wire-transferred by the clearing brokers to the
appropriate clearinghouse. During the years ended December 31, 2004 and 2003,
the Partnership had no material credit risk exposure to a counterparty that is
a foreign commodities exchange.
Fees and Expenses
The General Partner
Upon admission to the Partnership, each new subscriber for interests
in the Partnership will pay 1% of his subscription amount to the General
Partner as an administrative charge. Existing Limited Partners who subscribe
for additional interests in the Partnership will pay to the General Partner 1%
of the amount of the additional subscription as an administrative charge. The
General Partner waives this charge for limited partners who are affiliates of
the General Partner. The Partnership also pays the General Partner a yearly
management fee in an amount equal to 1% of the net asset value of the
Partnership as of the first business day of each year before deducting (i)
accrued ordinary legal, accounting and auditing fees and (ii) any incentive
fees payable to the Advisor. In addition, Class A Interests paid to the
General Partner a flat-rate monthly brokerage commission of approximately
0.29% of the net asset value of the Partnership as of the beginning of each
month (a 3.5% annual rate) for the period, January 1, 2002 to July 31, 2002.
Beginning August 1, 2002, Class A Interests paid to the General Partner a
flat-rate monthly brokerage commission of approximately 0.33% of the net asset
value of the Partnership as of the beginning of each month (a 4.0% annual
rate). Class B Interests pay to the General Partner commission of up to 6.0
percent annually of the net asset value of the Class B partners' capital. The
General Partner will pay up to 3.0 percent from this amount to properly
registered selling agents as their compensation, and to the extent the amount
is less than 3% the brokerage fee with respect to such Class B limited
partnership interests will be reduced accordingly. The General Partner will
pay from this amount all floor brokerage, exchange, clearing and NFA fees with
respect to the Partnership's trading, but other execution costs, including
give-up charges (charges paid to a party for executing trades that will be
cleared by a third party) and service fees assessed by certain forward dealing
desks, will be paid by the Partnership. The General Partner will pay from its
own funds any futures brokerage commission and fees (except for certain
execution costs as noted above) incurred by the Partnership in excess of the
flat monthly rate it receives from the Partnership. The flat-rate brokerage
commission to the General Partner is calculated after reduction for any
brokerage commissions due at the end of the immediately preceding month, any
redemptions or distributions as of such immediately preceding month-end and
any accrued incentive fees as of such immediately preceding month-end, and
after including the interest credits for such immediately preceding month-end
and any additions as of the beginning of the month for which the flat-rate
7
brokerage commission is being calculated. Lastly, in the event the flat-rate
monthly brokerage commission payable by the Partnership to the General Partner
at any time exceeds the actual brokerage commissions and related fees to which
such flat-rate brokerage commission is applied, the General Partner will pay a
portion of such excess to Limited Partners who became Limited Partners prior
to September 1995, the date as of which the Partnership ceased to be a
proprietary pool under CFTC Rules, which portion paid to any such Limited
Partner shall not exceed such Limited Partner's pro rata share of the actual
brokerage commissions and related fees paid by the Partnership. The General
Partner may also pay a portion of such excess to properly registered selling
agents as compensation for their ongoing services to the Partnership, which
portion paid to any one selling agent is not expected to exceed 1% per annum
of the net asset value of the limited partnership interests sold by such
selling agent.
The Advisor
The Partnership pays to the Advisor a quarterly management fee of
..25% (1% per year) of the Partnership's month-end Net Assets (as defined
below) for each month during such quarter. The Partnership also compensates
the Advisor by paying to it a quarterly incentive fee of 25% of New Profits
(as defined below), if any. If any incentive fee is paid to the Advisor, the
Advisor will retain the amount paid regardless of any subsequent decline in
account value, but will not be eligible to receive subsequent incentive fee
payments until the Advisor has recouped its losses and earned New Profits.
The Partnership's "Net Assets" shall mean the total assets of the
Partnership including all cash and cash equivalents (valued at cost), accrued
interest and the market value of all open commodity positions and other assets
maintained by the Partnership, less the market value of all liabilities and
reserves of the Partnership, including accrued management and incentive fees,
determined in accordance with the principles specified in Paragraph 6 of the
Partnership Agreement and, where no principle is specified, in accordance with
accounting principles generally accepted in the United States of America. The
market value of a commodity futures contract or option on a commodity futures
contract shall mean the most recent available closing quotation on the
exchange through which the particular commodity futures contract or option on
a commodity futures contract is traded by the Partnership; the market value of
a forward contract is determined by the dealer with which the Partnership has
traded the contract. If, however, a contract cannot be liquidated on the day
with respect to which the cumulative profits or losses on the account are
being determined, because of the operation of daily limits or other rules of
the commodity exchange upon which that contract is traded or otherwise, the
settlement price on the first subsequent day on which the contract can be
liquidated is the basis for determining the liquidating value of such contract
for such day. "New Profits" for the purpose of calculating the Advisor's
incentive fee only, is defined as the excess (if any) of (A) the net asset
value of the Partnership as of the last day of any calendar quarter (before
deduction of incentive fees paid or accrued for such quarter), over (B) the
net asset value of the Partnership as of the last day of the most recent
quarter for which an incentive fee was paid or payable (after deduction of
such incentive fee). In computing New Profits, the difference between (A) and
(B) above shall be (i) increased by the amount of any distributions or
redemptions paid or accrued by the Partnership as of or subsequent to the date
in (B) through the date in (A), (ii) adjusted (either decreased or increased,
as the case may be) to reflect the amount of any additional allocations or
negative reallocations of Partnership assets from the date in (B) to the last
day of the quarter as of which the current incentive fee calculation is made,
and (iii) increased by the amount of any losses attributable to redemptions.
Commodity Brokers
The General Partner currently pays commission rates of approximately
$11 for each initial purchase (or sale) and offsetting sale (or purchase) of a
commodity futures contract with respect to the Partnership's trading
(including NFA assessments and exchange fees), which rates in the future may
be higher or lower. The General Partner believes that this brokerage rate is
generally competitive with those charged by other commodity brokers; however,
other commodity brokerage firms might offer lower rates to an account similar
to that of the Partnership. Commissions are charged to the Partnership based
on a percentage of the net asset value at the beginning of each month. The
commission rate charged was 3.5 percent annually of the net asset value of the
Class A Interests for the period, January 1, 2001 to July 31, 2002. Beginning
August 1, 2002, Class A Interests are charged 4.0 percent annually of the net
asset value of the Partnership. Class B Interests pay to the General Partner
commission of up to 6.0 percent annually of the net asset value of the Class B
partners' capital. The General Partner will pay up to 3.0 percent from this
amount to properly registered selling agents as their compensation, and to the
extent the amount is less than 3% the brokerage fee with respect to such Class
B limited partnership interests will be reduced accordingly.
Selling Agent
An investor in a Class A Interest who subscribes through a selling
agent may be charged a sales commission determined by the selling agent. In no
event, however, will such sales commission exceed 4% of the subscription
amount. The sales commission is paid directly to the Partnership and is
remitted to the selling agent on behalf of the investor in the Partnership.
Selling agents may also receive a portion of the commodity brokerage
commission from the Partnership's commodity brokers.
8
Dealers
Dealers will not charge the Partnership commissions, but are
compensated from the bid/offer spread that is quoted in dealing with the
Partnership. A customary mark-up is included in the price of the forward or
spot contract or the premium in the case of an option contract.
Others
The General Partner will pay expenses of the continuing offering of
Limited Partnership Units (consisting primarily of printing fees), estimated
to be approximately $10,000 per year. The ordinary administrative expenses
actually incurred by the Partnership, including periodic legal, accounting and
auditing fees, and other administrative expenses and fees, which are estimated
to be approximately $330,000 per year (excluding any extraordinary expenses),
will be borne by the Partnership.
Trading For Own Account
The General Partner, its principal and their affiliates currently do
not, but may in the future, trade Commodity Interests for their own accounts.
Limited Partners will not be permitted to inspect the records of such trades.
The Advisor, its principals and their affiliates also may trade Commodity
Interests for their own accounts. The records and the results of the
proprietary trading by the Advisor and its principals will not be made
available for inspection by the Limited Partners because of their confidential
nature.
The Partnership has no employees and the General Partner has two
employees. The fund administration and management information systems are
provided by Lamp Technologies LLP.
Conflicts of Interest
Relationship of the General Partner to Commodity Brokers
Although the General Partner is not affiliated with a commodity
broker, the General Partner may have a conflict of interest in selecting
brokers because of continuing business dealings with certain brokers. For
example, affiliates of certain brokers may serve as selling agents for the
Partnership. The General Partner and its principal or their affiliates may
have commodity accounts at the same brokerage firms as the Partnership, and,
because of the amount traded through the brokerage firms, may pay lower
commissions than the Partnership. The General Partner intends to review
brokerage arrangements on a periodic basis to assure that the Partnership
secures favorable execution of brokerage transactions and to assure that the
commissions paid are reasonable in relation to the value of the brokerage and
other services provided.
General Partner's Selection of Trading Advisors and Investment Programs
Under the terms of the Partnership Agreement, the General Partner has
the authority to engage independent commodity trading advisors or affiliated
commodity trading advisors to make trading decisions for the Partnership. The
Advisor has retained the General Partner as an independent consultant to
assist the Advisor in developing new business. The prospect of possibly losing
the ability to earn compensation as a consultant to the Advisor could serve as
a disincentive to the General Partner engaging a different trading advisor.
Should the General Partner select trading programs which it, its principal or
their affiliates operate, the General Partner may have a conflict of interest
between choosing the trading programs that the General Partner believes will
be most advantageous to the Partnership and seeing that it or its affiliates'
trading programs are used on behalf of the Partnership and earning fees
therefrom. The General Partner also may be less likely to terminate the use of
one of its or its affiliates' trading programs. The General Partner will act
as introducing broker for the Partnership and receive a portion of the
brokerage commissions generated by the Partnership's trading activities. The
General Partner may have a conflict of interest between choosing the
investment programs that the General Partner believes will be most
advantageous to the Partnership and seeing that the investment programs which
generate the most trading activity are used on behalf of the Partnership and
earning fees therefrom.
9
Management of Other Accounts by the Advisor and the General Partner
The Advisor and its affiliates currently manage other accounts and
act as general partner for other limited partnerships that trade Commodity
Interests, and the Advisor, the General Partner and their respective
affiliates may act in the future as manager of additional accounts and as
general partner for other such limited partnerships. Such accounts and
partnerships may hold positions either similar or opposite to the positions
taken by the Partnership, and the compensation received by the Advisor or the
General Partner from such other accounts and partnerships may differ from the
compensation they receive from the Partnership. As the Advisor manages
additional accounts, these accounts will increase the level of competition for
the same trades made for the Partnership.
Trading by Affiliates of the General Partner for Their Own Accounts
The principal of the General Partner and his family and affiliates
also may trade for their own accounts. Results of such trading will not be
made available to Limited Partners because of the confidential nature of such
records. In addition, the General Partner, its principal or their affiliates
may serve as the general partner or sponsor for other investment vehicles
engaged in the trading of instruments and contracts similar to those traded by
the Partnership. Such vehicles may hold positions either similar or opposite
to the positions taken by the Partnership, and the compensation received by
the General Partner, its principal or their affiliates from such other
vehicles may differ from the compensation received from the Partnership.
Trading by the Advisor and Affiliates of the Advisor for Their Own Accounts
The Advisor and its principals have traded, and may continue to
trade, Commodity Interests for their own accounts. As a result, it is possible
that orders for their accounts may be entered in advance of or opposite to
orders for client accounts pursuant to, for instance, a neutral order
allocation system, a different trading strategy or a different risk level of
trading. However, any such proprietary trading is subject to the duty of the
Advisor to exercise good faith and fairness in all matters affecting client
accounts. The records and the results of the proprietary trading by the
Advisor and its principals will not be made available for inspection by the
Limited Partners because of their confidential nature. During the normal
course of trading, orders for the client's account may be executed in
competition with the orders for proprietary and other client accounts managed
by the Advisor. Depending on market liquidity and other factors, this conflict
could result in client orders being executed at prices that are less favorable
than would otherwise be the case. In addition, the Advisor may combine various
strategies to trade proprietary and client accounts. As a result, trading
decisions generated by different trading strategies and investment programs
may vary among accounts, resulting in different positions.
Trading by Affiliates of Clearing Brokers for Their Own Accounts
It is possible that certain officers, directors and employees of the
Partnership's clearing brokers and their families may from time to time trade
commodity futures contracts and other Commodity Interests for their own
accounts, including some of which may be managed by the Advisor. In the event
such individuals do trade for their own accounts, investors will not be
permitted to inspect such trading records. It is possible that such persons
may take positions either similar or opposite to positions taken by the
Partnership and that the Partnership and such persons may from time to time be
competing for either similar or opposite positions in the commodity futures
markets. In certain instances, the clearing brokers may have orders for trades
from the Partnership and orders from its own employees. The clearing brokers
might be deemed to have a conflict of interest between the sequence in which
such orders will be transmitted to the trading floor. Depending on market
liquidity and other factors, these conflicts could result in the Partnership's
orders being executed at prices that are less favorable than would otherwise
be the case.
Relationship of the Advisor to Futures Commission Merchants
The Advisor appears on the approved list of commodity trading
advisors for many futures commission merchants. Appearance on an approved list
means that futures commission merchants' representatives may recommend the
Advisor as a trading advisor to its clients. Inclusion on such an approved
list may create a conflict of interest for a trading advisor between its duty
to trade clients' accounts in the best interest of clients and its financial
interest in maintaining a position on a futures commission merchant's approved
list, which could be contingent upon generation of adequate commission income
from those accounts managed by the advisor. The Advisor's policy, however, is
to trade all comparable accounts in the same manner regardless of the method
by which the account was obtained.
Limitation of Liability and Indemnification of the General Partner
The Partnership Agreement contains various exculpatory provisions,
which provide that the General Partner, its officers, directors, stockholders,
employees, agents and affiliates and each person who controls any of the same
will not be liable, responsible or accountable in damages or otherwise to the
Partnership or any of its partners, their successors or permitted assigns,
except by reason of acts or omissions (1) in violation of federal or state
securities laws, (2) due to intentional or criminal wrongdoing or gross
negligence or willful misconduct, (3) constituting a breach of fiduciary duty
or (4) not in good faith in the reasonable belief that they were in, or not
opposed to, the best interests of the Partnership. Any claim, action or
proceeding by any Limited Partner can be brought only against the General
Partner and its assets, and not against any manager, member, officer,
10
employee, agent or affiliate of the General Partner, or any person who
controls any of the same. In addition, the Partnership has agreed to
indemnify, defend and hold harmless the General Partner, and its officers,
directors, stockholders, employees, agents and affiliates, and each person who
controls any of the same, from and against any loss, liability, damage, cost
or expense (including legal fees and expenses actually and reasonably incurred
in defense of any demands, claims or lawsuits) actually and reasonably
incurred arising from actions or omissions concerning the business or
activities undertaken by or on behalf of the Partnership from any source
including, without limitation, any demands, claims or lawsuits initiated by a
Limited Partner, if the acts, omissions or alleged acts or omissions upon
which such actual or threatened action, proceeding or claim is based were for
a purpose reasonably believed to be in, or not opposed to, the best interests
of the Partnership and were not (1) in violation of federal or state
securities laws, (2) performed or omitted as a result of intentional or
criminal wrongdoing or gross negligence or willful misconduct or (3) in
violation of the General Partner's fiduciary obligations to the Partnership.
The foregoing rights to indemnification and payment of legal fees and expenses
will not be affected in the event of the termination of the Partnership or the
withdrawal, dissolution or insolvency of the General Partner. These
exculpation and indemnification provisions may not be enforceable with respect
to certain statutory liabilities, such as liabilities resulting from
violations of federal securities laws.
The responsibility of a general partner to Limited Partners is a
rapidly developing and changing area of the law, and Limited Partners who have
questions concerning the responsibilities of the General Partner should
consult their counsel. Limited Partners should be aware, however, of the broad
authority given to the General Partner under the Partnership Agreement,
including the authority of the General Partner to enter into trading advisory
agreements under the Partnership Agreement, the absence of judicial decisions
providing standards defining excessive trading and the exculpatory provisions
in the Partnership Agreement.
Risk Factors
Commodity Markets are Speculative and Risky
The markets in which the Partnership trades are speculative and
involve a high degree of risk. It is possible that an investor in the
Partnership could lose its entire investment. Each trading strategy within an
investment program employed by the Advisor involves a significant risk of
incurring large losses. The use of several different trading strategies may
not significantly reduce such risk due to, among other things, certain
similarities which may exist in the trading strategies. The volatility of the
commodities market could cause the Partnership and the Limited Partners to
incur substantial losses, potentially impairing the Partnership's equity base
and ability to achieve its long-term profit objectives even if favorable
market conditions subsequently develop.
Commodity Interest Prices are Volatile
Commodity Interest prices are highly volatile. Price movements of
Commodity Interest contracts are influenced by, among other things, changing
supply and demand relationships, governmental, agricultural and trade programs
and policies, and national and international political and economic events.
Changing crop prospects occasioned by unexpected weather or damage by insects
and plant diseases make it difficult to forecast future supplies of
agricultural commodities. Similarly, demand is also difficult to forecast due
to such factors as variable world production patterns, expected purchases by
or disruptions of trade with foreign countries and continued changes in
domestic needs. Financial instrument futures prices are influenced primarily
by changes in interest rates. Foreign currency futures prices are influenced
by, among other things, changes in balances of payments and trade, domestic
and international rates of inflation, international trade restrictions and
currency devaluations and revaluations. The Partnership has no control over
these factors. The volatility of Commodity Interest prices may result in
unprofitable trading by the Partnership and, therefore, losses to the Limited
Partners.
Commodity Interest Trading Is Highly Leveraged
The low margin deposits normally required in Commodity Interest
trading result in an extremely high degree of leverage. A relatively small
price movement in a Commodity Interest contract in an unfavorable direction
could result in immediate and substantial losses to the investor. Like other
leveraged investments, any purchase or sale of a Commodity Interest contract
may result in losses in excess of the amount invested in that contract. The
Partnership may lose more than its initial margin deposit on a trade resulting
in losses to the Partnership and the Limited Partners.
Commodity Interest Trading May Be Illiquid
The Partnership's investment strategies require liquid, properly
functioning markets. In extraordinary circumstances, the liquidity of some
trading instruments may be impaired and pricing mechanisms may not function
properly. The Partnership might be exposed to substantial losses should it
find it necessary to liquidate positions under such conditions. Each exchange
on which futures are traded typically has a right to suspend or limit trading
in the contracts which it uses. Such a suspension or limitation could render
it impossible for the Partnership to liquidate its positions, thereby exposing
it to losses, or to acquire positions indicated by a trading strategy, thereby
eliminating profit opportunities or making it impossible to protect against
further losses, which could result in losses to the Partnership and the
Limited Partners. In addition, there is no guarantee that exchange and other
secondary markets will always remain liquid enough for existing positions to
be closed out. Commodity exchanges limit fluctuations in certain commodity
futures contract prices, including those for financial futures contracts,
during a single day by regulations referred to as "daily price fluctuation
limits" or "daily limits." Under such daily limits, during a single trading
day, no trades can be executed at prices beyond the daily limit. Once the
price of a futures contract for a particular commodity has increased or
11
decreased by an amount equal to the daily limit, positions in the commodity
can be neither taken nor liquidated unless traders are willing to effect
trades at or within the limit. Commodity futures prices occasionally have
reached the daily limit for several consecutive days with little or no
trading. Similarly, with respect to options on commodity futures, there may be
no liquid offset market on an exchange for a particular option due to, among
other reasons, insufficient trading interest, exchange imposed restrictions,
trading halts or a lack of liquidity in the underlying futures contract. Such
market conditions could cause the Partnership to be unable to liquidate its
positions in the futures market, which could subject the Partnership to
substantial losses and result in losses to the Limited Partners.
Counterparty Risk
If one of the Partnership's commodity brokers becomes bankrupt or
insolvent, or otherwise defaults on its obligations to the Partnership, the
Partnership may not receive all amounts owing to it in respect of its trading,
despite the clearinghouse fully discharging all of its obligations.
Furthermore, in the event of the bankruptcy of any such commodity broker, the
Partnership could be limited to recovering only a pro rata share of all
available funds segregated on behalf of such commodity broker's combined
customer accounts, even though certain property specifically traceable to the
Partnership (for example, Treasury bills deposited by the Partnership with the
commodity broker as margin) was held by such commodity broker. In addition,
many of the instruments in which the Partnership may trade are traded in
markets in which performance is the responsibility only of the individual
counterparty and not of an exchange or clearinghouse. In these cases, the
Partnership is subject to the risk of the inability of, or refusal by, the
counterparty to perform with respect to such contracts. The failure of the
Partnership to recover its assets from a bankrupt, insolvent or otherwise
defaulting commodity broker or individual counterparty could subject the
Partnership to substantial losses resulting in losses to the Limited Partners.
There also exists the possibility that institutions, including banks and
brokerage firms, with which the Partnership does business will encounter
financial difficulties, which may impair the operational capabilities or the
capital position of the Partnership.
Operating History of the Partnership
The Partnership commenced trading in April 1991. The Partnership has
realized a net gain through December 2004 and no assurance can be made as to
the future performance of the Partnership. In addition, the Partnership's
profitability has varied significantly from period to period. The results for
any one period are not necessarily indicative of results for any other period.
Options Trading
The Partnership may engage in the trading of options (both puts and
calls) on commodity futures contracts on exchanges where such trading has been
authorized by the CFTC. The value of an option depends largely upon the
likelihood of favorable price movements in the underlying futures contract in
relation to the exercise (or strike) price during the life of the option.
Therefore, many of the risks applicable to trading the underlying futures
contract are also applicable to options trading. However, there are a number
of other risks associated solely with the trading of options. For example, the
purchaser of an option runs the risk of loss of his entire investment (i.e.,
the premium paid). Similarly, the "uncovered writer" of an option is subject
to the risk of loss due to an adverse price movement in the underlying futures
position. Spread positions using options are subject to the same risks
involved in the purchase and writing of options. In addition, in the event the
Partnership were to write uncovered options (i.e., where the writer does not
own the underlying futures position) as one part of a spread position and such
options were exercised by the purchasing party, the Partnership would be
required to purchase or deliver the underlying futures contract in accordance
with the terms of the option. Finally, an options trader runs the risk of
market illiquidity for offsetting positions for any particular option. As a
result of these risks, the Partnership might experience losses on option
trades, resulting in losses to the Limited Partners. See " -- Commodity
Interest Trading May Be Illiquid."
"Zero-Sum" Trading; The Partnership Does Not Acquire any Asset with
Intrinsic Value
Futures trading is a "zero-sum" risk transfer economic activity. For
every gain there is an equal and offsetting loss rather than an opportunity to
participate over time in general economic growth. Unlike most "alternative
investments," an investment in the Partnership does not acquire any asset with
intrinsic value. Overall stock and bond prices could rise significantly and
the economy as a whole prosper while the Partnership trades unprofitably.
12
Partnership's Market Positions May Lack Diversity
The Partnership's assets are diversified among three distinct
strategies. Nonetheless, in many cases the markets traded by the individual
trading strategies overlap and the positions held by the Partnership at any
particular point in time may result in different concentrations in any group
of markets, which may reduce the diversity of the Partnership's investments.
As a result, the Partnership may hold relatively concentrated positions from
time to time as well as over sustained periods of time. This lack of
diversification could result in greater losses to the Partnership and the
Limited Partners than otherwise might be anticipated as the Partnership's
portfolio may be more susceptible to any single economic, political or
regulatory occurrence and more volatile than a more diversified portfolio.
Trading of Forward Contracts
Forward contracts for the trading of certain commodities, such as
currencies and metals, may be entered into on behalf of the Partnership with
United States and foreign banks and dealers. A forward contract is a
contractual right to purchase or sell a commodity at or before a specified
date in the future at a specified price and, therefore, is similar to a
futures contract. There are no limitations on daily price moves in forward
contracts, and banks and dealers are not required to continue to make markets
in such contracts. There have been periods during which certain banks and
dealers have refused to quote prices for such forward contracts or have quoted
prices with an unusually wide spread between the price at which the bank or
dealer is prepared to buy and that at which it is prepared to sell.
Governmental imposition of credit controls might limit currency forward
contract trading. Neither the CFTC nor banking authorities regulate forward
contract trading through United States banks and dealers, and foreign banks
and dealers are not regulated by any United States government agency. With
respect to its trading of forward contracts, the Partnership may be subject to
the risk of bank or dealer failure and the inability of, or refusal by, a bank
or dealer to perform with respect to such contracts. Any such default would
deprive the Partnership of any profit potential or force the Partnership to
cover its commitments for resale, if any, at the then market price and could
result in losses to the Partnership and the Limited Partners. In addition,
regulators, legislators and the courts have focused considerable attention
recently on foreign currency trading in the interbank markets. In the event
that the Partnership were to become unable to trade certain currency
contracts, the prospect of the Partnership achieving its investment objectives
could be materially adversely affected.
Charges to Partnership
The Partnership will be required to pay a fixed annual management fee
and a fixed monthly brokerage commission to the General Partner, and a fixed
quarterly management fee and, under certain circumstances, a quarterly
incentive fee to the Advisor. The Partnership also is obligated to pay certain
execution costs, as well as all legal, accounting, auditing and other
administrative expenses and fees, regardless of whether the Partnership
realizes any profits. The Partnership, therefore, will be required to make
trading profits in the amount of such charges and fees, less interest earned,
to avoid depletion or exhaustion of its assets and to generate any profits for
the Partnership and the Limited Partners. There can be no assurance that the
Partnership will achieve any profits. See "--Fees and Expenses."
Possible Effects of Speculative Position Limits
The CFTC and the commodity exchanges have established limits referred
to as "speculative position limits" or "position limits" on the maximum net
long or net short commodity position that any person or group of persons may
own, hold or control in particular commodity contracts. The CFTC has
jurisdiction to establish, or cause exchanges to establish, position limits
with respect to all items traded on exchanges located in the United States and
any exchange may impose additional limits on positions on that exchange. Such
limits will be applicable in respect of trading of futures and options and
could affect the ability of the Advisor to acquire certain positions that its
respective programs would otherwise indicate as desirable for the Partnership.
Were the Advisor to violate applicable position limits, mandatory liquidation
of the Partnership's positions would result and the Advisor could be subject
to regulatory action restricting or prohibiting the Advisor from providing
further trading advisory services to the Partnership, which could have a
material adverse effect on the Partnership and result in losses to the Limited
Partners. The General Partner monitors the Partnership's compliance with
position limits. The positions held by the Advisor will be aggregated under
the CEA and applicable exchange regulations for purposes of determining
compliance with speculative position limits.
Unequal Allocation of the Partnership's Assets Among the Trading
Strategies and Investment Programs
The General Partner allocates the Partnership's assets to investment
programs that use unequal allocations among trading strategies. Reallocation
of the Partnership's assets or selection of new investment programs or trading
strategies may be made from time to time at the discretion of the General
Partner. There can be no assurance that the current allocations will prove as
successful as others that might have been made. Any given investment program
or trading strategy may experience a high monthly rate of return but, as a
result of particular allocations, may represent only a small percentage of the
Partnership's net assets. In such case, the benefit to the Partnership as a
whole from that investment program's or trading strategy's performance will be
reduced because of the limited amount of equity available to that investment
program or trading strategy. An investment program or trading strategy may
incur losses in excess of the assets in that investment program's or trading
strategy's sub-account. If this occurs, the funds may have to be reallocated
among the investment programs or trading strategies, removing assets from the
sub-accounts of more successful investment programs or trading strategies to
pay losses incurred by the unsuccessful investment program or trading
strategy. Any such reallocation will reduce the assets under profitable
management, to the detriment of the account, and could disrupt the trading of
those investment programs or trading strategies that had achieved profits for
the account and increase the possibility that the Partnership and the Limited
Partners will experience losses.
13
Furthermore, there can be no assurance that the strategy of
allocating the Partnership's assets among different trading strategies will
not result in substantial opportunity costs to the Partnership, as assets may
be allocated away from trading strategies which may be about to recover from a
losing period to trading strategies which have been profitable but may be
about to enter into a decline. The entry and exit from trading strategies can
result in significant losses and missed profit opportunities for the
Partnership and the Limited Partners which otherwise would have been avoided.
Trading on Exchanges Outside the United States
The Partnership may engage in trading on commodity exchanges outside
the United States. Trading on foreign exchanges is not regulated by the CFTC
and may be subject to regulations which offer different or diminished
protection in comparison to domestic exchanges and may involve certain risks
not applicable to trading on United States exchanges. For instance, some
foreign exchanges are "principals' markets" in which performance is not
guaranteed by a clearing house or an exchange but is the responsibility only
of the individual member with whom the trader has entered into a contract. In
such a case, the Partnership will be subject to the risk of the inability of,
or the refusal by, the counterparty to perform with respect to such contracts.
Further, United States regulatory authorities may be unable to compel the
enforcement of the rules of regulatory authorities or markets in non-United
States jurisdictions where transactions for the Partnership may be effected.
Moreover, trading on foreign markets will subject the Partnership's assets to
risk of fluctuations in relevant foreign exchange rates and the possibility of
exchange controls. Some foreign futures exchanges require margin for open
positions to be converted to the home currency of the contract. Additionally,
some brokerage firms have imposed this requirement for all foreign futures
markets traded, whether or not it is required by a particular exchange.
Whenever margin is held in a foreign currency, the Partnership is exposed to
potential gains and losses if exchange rates fluctuate. The effect of currency
fluctuations on performance records might be significant. Because these risks
are not normally experienced on domestic exchanges, trading on foreign
exchanges may result in greater losses to the Partnership and the Limited
Partners than may be experienced if the Partnership traded only on domestic
exchanges.
Reliance on the General Partner
Limited partners will be relying entirely on the ability of the
General Partner to select and monitor the trading strategies and investment
programs for the Partnership and to allocate and reallocate the assets among
trading strategies and investment programs. The selection by the General
Partner of the current trading strategies and investment programs involved
numerous considerations. The General Partner evaluated the performance records
and other aspects of other trading strategies and investment programs
(including the volatility of trading, commodities traded, amount of management
and incentive fees normally received, personnel, amount of brokerage
commissions generated, and amount of funds under management) and made certain
subjective judgments in selecting the current trading strategies and
investment programs on behalf of the Partnership. Although the General Partner
has carefully weighed the noted factors in making its current selection, other
factors not considered by the General Partner also may be important. In the
future, the General Partner may choose to stop using one or more of the
current trading strategies and investment programs, to change the allocation
of the Partnership's assets among such trading strategies and investment
programs, or to select additional trading strategies and investment programs
for the Partnership, and similar factors will have to be considered by the
General Partner at that time. There can be no assurance that the General
Partner's decisions relating to the trading strategies and investment programs
for the Partnership will not result in losses to the Partnership and the
Limited Partners.
Reliance on the Advisor
The Partnership relies on a single advisor in making trading
decisions. There can be no assurance that the Advisor's trading decisions will
not result in losses to the Partnership and the Limited Partners. In addition,
an investment in the Partnership may be riskier than other investments because
there is a single advisor.
New Trading Strategies and Investment Programs
In the future, the General Partner may designate additional or
replacement trading strategies and investment programs to manage the assets of
the Partnership. Upon selecting a new trading strategy or investment program,
the General Partner may reallocate the Partnership's assets among the then
current trading strategies and investment programs and the new trading
strategy or investment program in such amounts as the General Partner may
determine in its sole discretion. Any additional or replacement trading
strategy or investment program may be selected without prior notice to or
approval of the Limited Partners who will not have the opportunity to review
the performance records of the newly designated trading strategy or investment
program. However, the Limited Partners will be informed of the selection of a
new trading strategy or investment program after such trading strategy or
investment program has been chosen. No assurance can be given that such
trading strategy or investment program will be successful under all or any
market conditions or that such trading strategy or investment program will not
result in diminished profits or greater losses to the Partnership and the
Limited Partners.
14
Multiple Trading Strategies
Each trading strategy within an investment program employed by the
Advisor makes trading decisions independently of the other. Thus, there is the
possibility that the Partnership could hold opposite positions in the same or
similar Commodity Interest contracts at the same time or during the same
period of time. There is also the possibility that each trading strategy may,
from time to time, enter identical orders and thus compete for the same
trades. Such competition could prevent orders from the Partnership from being
executed at desired prices. There can be no assurance that the use of several
different trading strategies will not effectively result in losses by certain
of the trading strategies at virtually all times, offsetting any profits
achieved by others. The Partnership's diversification of trading strategies,
which is intended to reduce "down-side" risk while maintaining the ability to
capitalize on profitable trends, may, in fact, have the opposite result,
minimizing the Partnership's ability to exploit trending markets while failing
to reduce exposure to significant losses, resulting in losses to the
Partnership and the Limited Partners.
Experience of the General Partner; Reliance on Key Individuals
The General Partner has operated only this commodity pool; however,
the investment programs and trading strategies that are utilized by the
Advisor to direct trading for the Partnership have been utilized to direct
futures trading for other investors over varying periods of time. The success
of the Partnership is dependent on the trading programs and strategies of the
Advisor, which are executed by Mr. Philip Yang and Mr. Michael Gan. Mr. Yang
is the sole shareholder of the Advisor; however, neither Mr. Yang nor Mr. Gan
has an employment agreement with the Advisor. If any of these individuals were
to become unavailable, there may be no adequate replacement who could carry
out their respective functions.
Past Results Are No Assurance of Future Performance
The General Partner and the Advisor each caution prospective
investors to take seriously the warning required by both the CFTC and the NFA:
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The General
Partner and the Advisor each believe that such past performance may be of
interest, but encourage investors to look at such information more as a
statement of the Partnership's objectives than as any indication that such
objectives will, in fact, be achieved. In fact, a significant amount of
academic attention has focused on the fact that public futures funds more
frequently than not underperform the past performance records included in the
funds' prospectuses.
Termination of the Arrangements with the Advisor, the Advisor's Licensor and
Commodity Brokers
Upon the termination of the Advisory Agreement with the Advisor, the
Advisor's licensing agreement or of any arrangements with the Partnership's
commodity brokers, the General Partner must renegotiate or make such other
arrangements for trading advisors, trading systems or brokerage services, as
the case may be. No assurance is given that the services of the Advisor or the
services of the commodity brokers will be available after the termination of
any such agreements. The Advisor uses each of its five technical trading
systems pursuant to an exclusive licensing agreement with Caxton Corporation.
The licensing agreement for these systems will continue until December 31,
2011, and shall be renewed for successive one year terms unless either the
Advisor or Caxton has given 90 days' notice to the other prior to such date of
its intention not to renew. The licensing agreement may also be terminated in
the case of an uncured material breach or in other extraordinary situations.
There is no assurance that any of the five technical trading systems will be
available, on an exclusive basis or otherwise, after termination of the
licensing agreement, although the Advisor's discretionary trading approaches
would remain available. In case of the termination of the Advisor's licensing
agreement or of any agreements with the Advisor or the Partnership's commodity
brokers, there is a possibility that the Partnership's assets would not be
able to be traded as effectively, thereby increasing the possibility of losses
being incurred by Partnership and the Limited Partners.
Limited Ability To Liquidate or Withdraw Investment in Limited Partnership Units
There currently is no established public trading market for the
Limited Partnership Units and the Partnership has no plans to register any of
the Limited Partnership Units for resale. In addition, the Partnership
Agreement contains certain restrictions on the transfer of Limited Partnership
Units. As of the last day of any month, a Limited Partner may redeem all of
its Limited Partnership Units on 10 days' prior written notice to the General
Partner for an amount equal to the balance of such Limited Partner's book
capital account as of the last day of any month, which amount could be less
than a Limited Partner's initial investment. This limited ability to redeem
Limited Partnership Units on a monthly rather than daily basis could prevent
investors from withdrawing capital committed to the Partnership on a timely
basis in order to take advantage of other, more favorable, investment
opportunities.
Limited Partners Will Not Participate in Management
Limited Partners are not entitled to participate in the management of
the Partnership or in the conduct of its business. Any such participation
could subject a Limited Partner to unlimited liability as a general partner.
15
Possibility of Taxation as a Corporation
The General Partner has been advised that under current federal
income tax laws and regulations the Partnership will be classified as a
partnership and not as an association taxable as a corporation, and that under
current federal income tax laws the Partnership will not be taxed as a
corporation under the provisions applicable to a so-called "publicly traded
partnership." This status has not been confirmed by a ruling from, and such
opinion is not binding upon, the Internal Revenue Service. No such ruling has
been or will be requested. If the Partnership were taxed as a corporation for
federal income tax purposes, income or loss of the Partnership would not be
passed through to the limited partners, and the Partnership would be subject
to tax on its income at the rates of tax applicable to corporations without
any deductions for distributions to the Limited Partners. In addition, all or
a portion of distributions made to Limited Partners could be taxable to the
limited partners as dividends.
Automatic Termination
The limited partnership interests are designed for investors who
desire longer term investments. The Partnership will terminate automatically
if there is a decline of greater than 50% in the Net Assets of the Partnership
as of the end of any month from the Net Assets of the Partnership as of the
beginning of the previous fiscal year of the Partnership. However, no
assurance can be given to an investor as to the amount, if any, it will
receive on such termination because the impossibility of executing trades
under favorable conditions, as well as the expenses of liquidation, may
completely deplete the Partnership's assets.
Absence of Certain Statutory Registrations
Neither the General Partner nor the Partnership has registered as a
securities investment company, or "mutual fund," which is subject to extensive
regulation by the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended. The Partnership is, however, a "commodity
pool" subject to regulation as such by the CFTC under the CEA. The General
Partner and the Advisor each are registered with the CFTC as a CPO and a CTA
and both are members of the NFA. In addition, the General Partner is
registered as an introducing broker with the CFTC.
Exchanges of Futures for Physicals
The Partnership may engage in exchanges of futures for physicals. An
exchange of futures for physicals is a transaction permitted under the rules
of many futures exchanges in which two parties holding futures positions may
close out their positions without making an open, competitive trade on the
exchange. Generally, the holder of a short futures position buys the physical
commodity, while the holder of a long futures position sells the physical
commodity. The prices at which such transactions are executed are negotiated
between the parties. If the Partnership were prevented from such trading as a
result of regulatory changes, the performance of the Partnership could be
adversely affected, resulting in losses to Partnership and the Limited
Partners.
ITEM 2. Properties.
The Partnership does not own or lease any physical properties. The
Partnership's office is located within the office of the General Partner, at 4
Benedek Road, Princeton, New Jersey 08540.
ITEM 3. Legal Proceedings.
There are no pending legal proceedings to which the Partnership or
the General Partner is a party or to which any of their assets are subject.
ITEM 4. Submission of Matters to Vote of Security Holders.
No matters were submitted to the Limited Partners for a vote during the
calendar year 2004.
16
PART II
ITEM 5. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters
There currently is no established public trading market for the
Limited Partnership Units. As of December 31, 2005, approximately 5,975.2461
Partnership Units were held by 495 Limited Partners and the General Partner.
All of the Limited Partnership Units are "restricted securities"
within the meaning of Rule 144 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), and may not be sold unless registered under
the Securities Act or sold in accordance with an exemption therefrom, such as
Rule 144. The Partnership has no plans to register any of the Limited
Partnership Units for resale. In addition, the Partnership Agreement contains
certain restrictions on the transfer of Limited Partnership Units.
Pursuant to the Partnership Agreement, the General Partner has the
sole discretion to determine whether distributions (other than on redemption
of Limited Partnership Units), if any, will be made to partners. The
Partnership has never paid any distributions and does not anticipate paying
any distributions to partners in the foreseeable future.
From January 1, 2004 through December 31, 2004, 1041.1149 Partnership
Units were subscribed (net of Units redeemed) for the aggregate net
subscription amount of $6,315,049. Details of the net subscriptions and
redemptions of these Partnership Units are as follows:
Net amount of
Subscriptions/Redemptions
January 2004 $ 549,327
February 2004 $ 627,126
March 2004 $ 1,018,846
April 2004 $ 777,254
May 2004 $ 102,276
June 2004 $ 329,963
July 2004 $ 397,747
August 2004 $ 570,115
September 2004 $ 536,201
October 2004 $ 785,798
November 2004 $ 338,569
December 2004 $ 281,827
Investors in the Partnership who subscribed through a selling agent
may have been charged a sales commission at a rate negotiated between such
selling agent and the investor, which sales commission in no event exceeded 4%
of the subscription amount.
All of the sales of Partnership Units were exempt from registration
pursuant to Section 4(2) of the Securities Act and Regulation D promulgated
thereunder.
Item 6. Selected Financial Data
The Selected financial data presented below has been derived in part
from, and should be read in connection with, the financial statements of the
Partnership included elsewhere in this filing.
[Remainder of Page Intentionally Blank]
17
SELECTED FINANCIAL DATA
(in thousands, except units and per unit amounts)
Year Ended December 31,
------------------------------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
Operations Data:
Income:
Realized Gains (Losses) on
Closed Positions, Net $ 5,073 $ 8,919 $ 14,069 $ 2,670 $ (789)
Change in Unrealized
Gains/Losses on Open
Positions, Net (1,923) 1,014 (449) (4,533) 7,145
Interest Income 453 280 398 960 1,296
Expenses:
Incentive Fees 834 1,784 2,139 498 781
Brokerage Commissions (including
Clearing and Exchange Fees) 1,618 1,310 993 918 847
Management Fees 781 615 535 537 507
Administrative Expenses 341 398 169 165 227
------------ ------------ ----------- ----------- -----------
Net Income (Loss) $ 29 $ 6,106 $ 10,182 $ (3,021) $ 5,290
============ ============ =========== =========== ===========
Net Income (Loss) Per Unit:
Class A $ (16.48) $ 1,303.54 $ 1,849.78 $ (604.10) $ 973.18
============ ============ =========== =========== ===========
Class B, Series 1 $ (69.21) n/a n/a n/a n/a
============
Class B, Series 2 $ (13.58) n/a n/a n/a n/a
============
Class B, Series 3 $ 77.83 n/a n/a n/a n/a
============
Financial Condition Data:
Limited Partners' Capital
(Class A) $ 42,672 $ 36,620 $ 27,366 $ 24,946 $ 26,701
Limited Partners' Capital
(Class B, Series 1) 112 n/a n/a n/a n/a
Limited Partners' Capital
(Class B, Series 2) 49 n/a n/a n/a n/a
Limited Partners' Capital
(Class B, Series 3) 53 n/a n/a n/a n/a
General Partner's Capital
(Class A) 1,011 933 752 799 1,002
------------ ------------ ----------- ----------- -----------
Partners' Capital (Net Asset Value) $ 43,897 $ 37,553 $ 28,118 $ 25,745 $ 27,703
============ ============ =========== =========== ===========
Total Assets $ 44,582 $ 38,504 $ 29,519 $ 26,122 $ 31,158
Net Asset Value per Unit
(Class A) $ 7,594 $ 7,611 $ 6,307 $ 4,458 $ 5,062
Class A Units Outstanding 5,752 4,934 4,458 5,775 5,473
Net Asset Value per Unit
(Class B, Series 1) $ 930 n/a n/a n/a n/a
Class B, Series 1 Units
Outstanding 120 n/a n/a n/a n/a
Net Asset Value per Unit
(Class B, Series 2) $ 915 n/a n/a n/a n/a
Class B, Series 1 Units
Outstanding 54 n/a n/a n/a n/a
Net Asset Value per Unit
(Class B, Series 3) $ 1,078 n/a n/a n/a n/a
Class B, Series 1 Units
Outstanding 50 n/a n/a n/a n/a
18
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General
The success of the Partnership is dependent upon the ability of its
advisor to generate trading profits through the speculative trading of
Commodity Interests sufficient to produce capital payments after payment of
all fees and expenses. Future results will depend in large part upon the
Commodity Interests markets in general, the performance of its advisor, the
amount of additions and redemptions and changes in interest rates. Due to the
highly leveraged nature of the Partnership's trading activity, small price
movements in Commodity Interests may result in substantial gains or losses to
the Partnership. Because of the nature of these factors and their interaction,
past performance is not indicative of future results. As a result, any recent
increases in net realized or unrealized gains may have no bearing on any
results that may be obtained in the future.
The Partnership incurs substantial charges from the payment of
brokerage commissions to the General Partner, payment of management and
incentive fees to the Advisor, payment of management fees to the General
Partner and administrative expenses. The Partnership is required to make
substantial trading profits to avoid depleting and exhausting its assets from
the payment of such fees and expenses.
The futures markets are constantly changing in character and in
degree of volatility. Although the Advisor has been the sole advisor trading
on behalf of the Partnership since April 1991, the General Partner continues
to evaluate and analyze from both quantitative and qualitative perspectives
the ability of the Advisor to trade effectively on the Partnership's behalf in
the context of the current market environment. The General Partner seeks to
limit market and credit risks by monitoring daily income and margin levels.
The General Partner also relies upon the risk management strategies inherent
in the Advisor's trading programs. In the future, the General Partner may
utilize additional strategies or appoint additional advisors to trade on
behalf of the Partnership.
As of December 31, 2004, the assets of the Partnership were allocated
for trading in Commodity Interests entirely to the Advisor's Primary Program.
The Primary Program consists of the Argo, Vulcan and Siren computer-based,
quantitative trading systems.
Class A Interests paid to the General Partner a flat-rate monthly
brokerage commission of approximately 0.29% of the net asset value of the
Class A Interests as of the beginning of each month (a 3.5% annual rate) for
the period, January 1, 2001 to July 31, 2002. Beginning August 1, 2002, the
Class A Interests paid to the General Partner a flat-rate monthly brokerage
commission of approximately 0.33% of the net asset value of the Class A
Interests as of the beginning of each month (a 4.0% annual rate). Class B
Interests pay to the General Partner commission of up to 6.0 percent annually
of the net asset value of the Class B partners' capital. The General Partner
will pay up to 3.0 percent from this amount to properly registered selling
agents as their compensation, and to the extent the amount is less than 3% the
brokerage fee with respect to such Class B limited partnership interests will
be reduced accordingly. The General Partner pays from this amount all
commission charges and fees with respect to the Partner's trading in Commodity
Interests. The flat-rate monthly commission is common among programs such as
the Partnership, although the General Partner believes the rate charged the
Partnership is lower than that of similar programs. As of December 31, 2004,
ADM and Man are the clearing brokers for the Partnership.
Results of Operations
Comparison of fiscal years ended December 31, 2004 and 2003
As of December 31, 2004, total partners' capital (net asset value) of the
Partnership was $43,897,183 compared to its net asset value of $37,553,436 at
December 31, 2003. The Partnership's 2004 subscriptions and redemptions
totaled $7,781,880 and $1,466,831 respectively, compared to $7,119,012 and
$3,788,994 respectively, in 2003.
For the year ended December 31, 2004, the Partnership had net realized and
unrealized trading gains of $3,149,956 and $453,387 in interest income. For
that same period, the Partnership had expenses comprised of $834,527 in
incentive fees, $1,618,120 in brokerage commissions including clearing and
exchange fees, $781,029 in management fees and $340,969 in administrative
expenses. This resulted in the Partnership having a net income of $28,698 for
2004. The decrease in trading gains of $6,782,705 in 2004 compared to 2003 was
primarily because the markets did not trade in a directional and trending
manner and therefore the Advisor's approach was not able to capture the kinds
of profits it did in 2003.
19
Due to the trading gains in the first quarter of 2004, incentive fees were
accrued for the quarter. Due to the net trading losses for the nine months
ended December 31, 2004, no incentive fees were charged for the second, third,
and fourth quarter of 2004. Incentive fees were accrued through the fourth
quarter of 2003 since the Partnership incurred trading gains through all four
quarters of 2003. Trading gains in the first quarter of 2003 offset trading
losses in the fourth quarter of 2002.
Interest income increased to $453,387 from $280,288 in 2003 primarily due to
the rising of interest rates through 2004. Brokerage commissions increased to
$1,618,120 from $1,309,753 in 2003. Brokerage commissions increased due to an
increase in net assets under management. Management fees increased to $781,029
in 2004 from $615,423 in 2003. Management fees are charged as percentage of
the net assets therefore the increase is due to the higher net assets value in
2004. Administrative expenses decreased by $57,452 from 2003.
The net asset value per Class A Unit at December 31, 2004 decreased .22% from
$7,610.95 at December 31, 2003 to $7,594.47 at December 31, 2004. The net
asset value per Class B Unit, Series 1 at December 31, 2004 decreased 6.92%
from $1,000.00 at March 1, 2004 (the date of original issuance of the Units)
to $930.79 at December 31, 2004. The net asset value per Class B Unit, Series
2 at December 31, 2004 decreased 1.46% from $928.17 at June 1, 2004 (the date
of original issuance of the Units) to $914.59 at December 31, 2004. The net
asset value per Class B Unit, Series 3 at December 31, 2004 increased 7.78%
from $1,000.00 at July 1, 2004 (the date of original issuance of the Units) to
$1077.83 at December 31, 2004.
Comparison of fiscal years ended December 31, 2003 and 2002
As of December 31, 2003, total partners' capital (net asset value) of the
Partnership was $37,553,436 compared to its net asset value of $28,117,747 at
December 31, 2002. The Partnership's 2003 subscriptions and redemptions
totaled $7,119,012 and $3,788,994 respectively, compared to $2,008,177 and
$9,817,466 respectively, in 2002.
For the year ended December 31, 2003, the Partnership had net realized and
unrealized trading gains of $9,932,661 and $280,288 in interest income. For
that same period, the Partnership had expenses comprised of $1,783,681 in
incentive fees, $1,309,753 in brokerage commissions including clearing and
exchange fees, $615,423 in management fees and $398,421 in administrative
expenses. This resulted in the Partnership having a net income of $6,105,671
for 2003. The decrease in trading gains/losses of $3,686,878 in 2003 compared
to 2002 was primarily due to significant trading losses in energy and
financials which were realized during 2003.
Incentive fees were accrued through the fourth quarter of 2003 since the
Partnership incurred trading gains through all four quarters of 2003. Trading
gains in the first quarter of 2003 offset trading losses in the fourth quarter
of 2002. In the prior year, incentive fees were higher due to the trading
gains for the first three quarter of 2002 offsetting trading losses in the
fourth quarter of 2002.
Interest income decreased to $280,288 in 2003 from $397,838 in 2002 primarily
due to the lower interest rate environment in 2003. Brokerage commissions
increased to $1,309,753 in 2003 from $993,401 in 2002. Brokerage commissions
were charged to Class A Interests based on monthly beginning net assets at a
rate of 3.5 percent annually for the period January 1, 2002 to July 31, 2002.
Beginning August 1, 2002, the Class A Interests paid to the General Partner a
flat-rate monthly brokerage commission of approximately 0.33% of the net asset
value of the Class A Interests as of the beginning of each month (a 4.0%
annual rate). Management fees increased marginally to $615,423 in 2003 from
$534,498 in 2002. Management fees are charged as percentage of the net assets
therefore the increase is due to the higher net assets value in 2003.
Administrative expenses increased by $229,896 over 2002, primarily due to the
enactment in 2003 of a new annual state tax assessment and increase in
professional fees.
The net asset value per Unit at December 31, 2003 increased 20.67% from
$6,307.41 at December 31, 2002 to $7,610.95 at December 31, 2003.
Liquidity
There currently is no established public trading market for the
Limited Partnership Units and the Partnership has no plans to register any of
the Limited Partnership Units for resale. In addition, the Partnership
Agreement contains certain restrictions on the transfer of Limited Partnership
Units. As of the last day of any month, a Limited Partner may redeem all of
its Limited Partnership Units on 10 days' prior written notice to the General
Partner for an amount equal to the balance of such Limited Partner's book
capital account as of the last day of any month.
20
In general, the Advisor will trade only those Commodity Interests
that have sufficient liquidity to enable it to enter and close out positions
without causing major price movements. Notwithstanding the foregoing, most
United States commodity exchanges limit the amount by which certain
commodities may move during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits." Pursuant to such regulations, no
trading may be executed on any given day at prices beyond daily limits. The
price of a futures contract occasionally has moved the daily limit for several
consecutive days, with little or no trading, thereby effectively preventing a
party from liquidating his position. While the occurrence of such an event may
reduce or eliminate the liquidity of a particular market, it will not
eliminate losses and may in fact substantially increase losses because of its
inability to liquidate unfavorable positions. In addition, if there is little
or no trading in a particular futures or forward contract that the Partnership
is trading, whether such illiquidity is caused by any of the above reason or
otherwise, the Partnership may be unable to liquidate its position prior to
its expiration date, thereby requiring the Partnership to make or take
delivery of the underlying interests of the commodity investment.
Capital Resources
The Partnership's capital resources are dependent upon three factors:
(1) the trading profit or loss generated by its advisor (including interest
income); (2) the money invested or redeemed by the Limited Partners; and (3)
capital invested or redeemed by the General Partner. The General Partner has
maintained, and has agreed to maintain, at all times, a capital account in
such amount as is necessary for the General Partner to maintain a one percent
(1%) interest in the capital, income and losses of the Partnership. All
capital contributions by the General Partner necessary to maintain such
interest capital account balance are evidenced by Units of general partnership
interest, each of which shall have an initial value equal to the net asset
value per Unit at the time of such contribution. The General Partner in its
sole discretion, may withdraw any excess above its required capital
contribution without notice to the Limited Partners. The General Partner, in
its sole discretion, may also contribute any greater amount to the
Partnership, for which it shall receive additional Units of general
partnership interest at the then-current net asset value.
Contractual Obligations and Commercial Commitments
In the ordinary course of business, the Partnership enters into
contracts with third parties, pursuant to which the third parties provide
services to or on behalf of the Partnership. Purchase obligations represent
executory contracts, which are either non-cancelable or cancelable with a
penalty. At December 31, 2004, the Partnership's purchase obligations and
commitments primarily reflect management agreements.
Summary of Commitments:
2007 and
(Dollar amounts in thousands) Total 2005 2006 thereafter (1)
----- ---- ---- ----------
Management Fees (General
Partner) (2) $1,311 $ 437 $ 437 $ 437
Brokerage Commissions (2):
Class A 5,241 1,747 1,747 1,747
Class B, Series 1 9 3 3 3
Class B, Series 2 9 3 3 3
Class B, Series 3 9 3 3 3
Management Fees (Adviser) (2) 1,311 437 437 437
------- -------- -------- --------
Total Commitments $7,890 $ 2,630 $ 2,630 $ 2,630
------- -------- -------- --------
(1) Pursuant to the amended and restated limited partnership agreement of the
Partnership, the Partnership shall end upon withdrawal, insolvency or
dissolution of the General Partner or a decline of greater than fifty percent
of the net assets of the Partnership as defined in the Agreement, or the
occurrence of any event which shall make it unlawful for the existence of the
Partnership to be continued. The amounts represent per year commitments for
2006 and thereafter.
(2) Estimated fees based on net assets of the partnership or the respective
class/series of units as of December 31, 2004.
21
Summary of Critical Accounting Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP")
requires management to adopt accounting policies and make estimates and
assumptions that affect amounts reported in the Partnership's financial
statements. The critical accounting estimates and related judgements
underlying the Partnership's financial statements are summarized below. In
applying these policies, management makes judgments that frequently require
estimates about matters that are inherently uncertain. The Partnership's
significant accounting policies are described in detail in Note 2 of the Notes
to Financial Statements.
The Partnership records all investments at fair value in its financial
statements, with changes in fair value reported as a component of Trading
Profits (Losses) in the Statements of Income (Loss). Generally, fair values
are based on quoted market prices; however, in certain circumstances,
significant judgments and estimates are involved in determining fair value in
the absence of an active market closing price.
Recently Issued Accounting Pronouncements - In January 2003, the Financial
Accounting Standards Board issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46"), which addresses consolidation by
business enterprises that control another entity through interests other than
voting interest (referred to as variable interest entity or "VIE"). On
December 24, 2003, FASB Interpretation No. 46 (Revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46(R)"), was issued to
clarify the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, as amended by FASB Statement No. 94, "Consolidation of
All Majority-Owned Subsidiaries". Neither FIN 46 nor FIN 46(R) exempt
non-registered investment companies from their scope. Nonetheless, the
effective date of FIN 46(R) has been indefinitely deferred for investment
companies (including non-registered investment companies) that are accounting
for their investments in accordance with the AICPA Audit and Accounting Guide,
Audits of Investment Companies. A final determination regarding whether the
provisions of FIN 46(R) should be applied by non-registered investment
companies will be made by the FASB following the issuance of a final Statement
of Position by the AICPA on the clarification of the scope of the AICPA Audit
and Accounting Guide, Audits of Investment Companies. The Partnership has
determined that if FIN 46(R) becomes applicable for non-registered investment
companies, that it is not reasonably possible that it will be required to
consolidate or disclose information about a variable interest entity upon the
effective date of FIN 46(R).
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Partnership is a commodity pool engaged in the speculative
trading of commodity futures contracts (including agricultural and
non-agricultural commodities, currencies and financial instruments), options
on commodities or commodity futures contracts, and forward contracts. The risk
of market sensitive instruments is integral to the Partnership's primary
business activities.
The futures interests traded by the Partnership involve varying
degrees of related market risk. Such market risk is often dependent upon
changes in the level or volatility of interest rates, exchange rates, and/or
market values of financial instruments and commodities. Fluctuations in
related market risk based upon the aforementioned factors result in frequent
changes in the fair value of the Partnership's open positions, and,
consequently, in its earnings and cash flow. The Partnership accounts for open
positions on the basis of mark-to-market accounting principles. As such, any
gain or loss in the fair value of the Partnership's open positions is directly
reflected in the Partnership's earnings, whether realized or unrealized.
The Partnership's total market risk is influenced by a wide variety
of factors including the diversification effects among the Partnership's
existing open positions, the volatility present within the markets and the
liquidity of the markets. At varying times, each of these factors may act to
exacerbate or mute the market risk associated with the Partnership. The
following were the primary trading risk exposures of the Partnership as of
December 31, 2004, by market sector:
Interest Rate: Interest rate risk is a significant market exposure of
the Partnership. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the Partnership's
profitability. The Partnership's primary interest rate exposure is to interest
rate fluctuations in the United States and the other G-7 countries. The
General Partner anticipates that G-7 interest rates will remain the primary
market exposure of the Partnership for the foreseeable future.
Currency: The Partnership's currency exposure is to exchange rate
fluctuations, primarily in the following countries: Germany, England, Japan,
France, Switzerland, Australia, Canada and United States. These fluctuations
are influenced by interest rate changes as well as political and general
economic conditions. The General Partner does not anticipate that the risk
profile of the Partnership's currency sector will change significantly in the
future.
Commodity: The Partnership's primary metals market exposure is to
fluctuations in the price of gold, silver and copper. The Partnership also has
commodity exposures in the price of soft commodities, which are often directly
affected by severe or unexpected weather conditions. The General Partner
anticipates that the Advisor will maintain an emphasis in the commodities
described above. Additionally, the Partnership had exposure to energies (gas,
oil) as of December 31, 2004, and it is anticipated that positions in this
sector will continue to be evaluated on an ongoing basis.
22
The Partnership measures its market risk, related to its holdings of
commodity interests based on changes in interest rates, foreign currency
rates, and commodity prices utilizing a sensitivity analysis. The sensitivity
analysis estimates the potential change in fair values, cash flows and
earnings based on a hypothetical 10% change (increase and decrease) in
interest, currency and commodity prices. The Partnership used December 31,
2004 market rates and prices on its instruments to perform the sensitivity
analysis. The sensitivity analysis has been prepared separately for each of
the Partnership's market risk exposures (interest rate, currency rate, and
commodity price) instruments.
The estimates are based on the market risk sensitive portfolios
described in the preceding paragraph above. The potential loss in earnings is
based on an immediate change in:
o The prices of the Partnership's interest rate positions resulting from
a 10% change in interest rates.
o The U.S. dollar equivalent balances of the Partnership's currency
exposures due to a 10% shift in currency exchange rates.
o The market value of the Partnership's commodity instruments due to a
10% change in the price of the instruments.
The Partnership has determined that the impact of a 10% change in market rates
and prices on its fair values, cash flows and earnings would not be material.
The Partnership has elected to disclose the potential loss to earnings of its
commodity price, interest rate and currency exchange rate sensitivity
positions as of December 31, 2004.
The potential loss in earnings for each market risk exposure as of
December 31, 2004 was:
Trading portfolio:
Currency exchange rate risk $ 960,000
----------
Commodity price risk $ 458,000
----------
Interest rate risk $ 249,000
----------
Item 8. Financial Statements and Supplementary Data
The Partnership's financial statements, together with the report of
the independent registered public accounting firm thereon, appear on pages F-1
through F-16 hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable
Item 9A. Controls and Procedures
The President of the General Partner evaluated the effectiveness of
the design and operation of the Partnership's disclosure controls and
procedures, which are designed to insure that the Partnership's records,
processes, summarizes and reports in a timely and effective manner the
information required to be disclosed in the reports filed with or submitted to
the Securities and Exchange Commission. Based upon this evaluation, the
General Partner concluded that, as of December 31, 2004 the Partnership's
disclosure controls are effective. There were no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect those controls during the fourth quarter of 2004.
23
PART III
Item 10. Directors and Executive Officers
The Partnership has no directors or officers. The General Partner,
Ruvane Investment Corporation, manages and conducts the business of the
Partnership. The General Partner was incorporated as is a Delaware corporation
incorporated in January 1990, is and has been registered with the CFTC as a
CPO since August 8, 1995; as a CTA since January 12, 1990, and as an
introducing broker since May 8, 1995. The General Partner is a member of the
NFA.
Robert L. Lerner is the principal of the General Partner. Mr. Lerner
has been a shareholder, director and president of the General Partner since he
formed the General Partner on January 4, 1990. Mr. Lerner was the sole general
partner and CPO of the Partnership since its inception until November 1995, at
which time he transferred and assigned his general partnership interest to the
General Partner, and had been individually registered with the CFTC as a CPO
and a CTA since October 1984. Mr. Lerner is currently registered as a
principal and an associated person of the General Partner. Mr. Lerner had been
a sole proprietor providing consulting and marketing services to CTAs from
January 1992 to January 1996, at which time he transferred his operations to
the General Partner which continues to provide such services. Mr. Lerner also
is president and a co-founder of WoodAllen Capital Management, LLC, an
investment management firm. From 2001 until forming WoodAllen Capital in
January 2003, Mr. Lerner was the president of Partners Capital Investment
Group, LLC, an international investment advisory firm he co-founded. From May
1988 until January 1992, Mr. Lerner was senior vice president and director of
Mount Lucas Management Corporation, an investment advisory firm he co-founded
which specializes in futures investment programs for institutional investors.
From July 1985 to May 1988, Mr. Lerner was employed by Commodities Corporation
(U.S.A.) N.V., a leading commodity trading advisory firm, that is now a unit
of Goldman Sachs Asset Management.. Mr. Lerner also has practiced commodities
and securities law. Mr. Lerner has a J.D. degree from Boston University Law
School and a B.A. degree from Cornell University.
The General Partner has selected Willowbridge Associates Inc. as the
Partnership's trading advisor. The trading principals of the Advisor are
Philip L. Yang and Michael Y. Gan.
Philip L. Yang has been the sole shareholder, Director and President
of the Advisor since September 1, 1992, and also held those positions from the
time he formed the Advisor in January 1988 through September 1989. Mr. Yang is
registered as an associated person of the Advisor. He is individually
registered pursuant to the CEA as a CPO and a CTA and is a member of the NFA
in such capacities. He is also a principal and an associated person of
Doublewood, Inc. ("Doublewood") and Union Spring Asset Management, Inc.
("Union Spring") and Limerick Financial Corporation, entities which are
registered as CPOs and CTAs and are NFA members affiliated with the Advisor.
From 1983 through August 1988 and from October 1989 through August 1992, Mr.
Yang was a Senior Vice President at Caxton Corporation, a commodity trading
advisory firm, serving initially as Director of Research, where his research
concentration was in the development and application of computerized trading
models for a broad range of financial markets, and later as Director of
Commodity Trading. Mr. Yang obtained a bachelor's degree with honors from the
University of California at Berkeley, where he was inducted into Phi Beta
Kappa. He received his master's degree from the Wharton School of the
University of Pennsylvania. He co-authored with Richard G. Faux, Jr. "Managed
Futures: The Convergence with Hedge Funds," a chapter in Evaluating and
Implementing Hedge Fund Strategies, a book published in 1996 by Euromoney
Publications.
Michael Y. Gan has been the Executive Vice President of the Advisor
since September 1, 1992. Mr. Gan is registered as an associated person of the
Advisor. He is individually registered pursuant to the CEA as a CPO and a CTA
and is a member of the NFA in such capacities. He is also a principal and an
associated person of Doublewood and Union Spring. Mr. Gan was the sole
shareholder, Director and President of the Advisor from October 1989 through
August 1992. From 1983 to October 1989, he worked in the foreign exchange
trading group at Marine Midland Bank in New York. In this capacity, Mr. Gan
was responsible for research into technical analysis, as well as proprietary
trading for the firm in both currency futures and options. He had been
promoted to Assistant Vice President prior to his resignation. Mr. Gan
graduated summa cum laude from the University of the Philippines with a B.S.
in Chemical Engineering and subsequently graduated with honors from the
Wharton School of the University of Pennsylvania with an M.B.A. in Finance.
Code of Ethics
The Partnership does not have any officers; therefore, it has not adopted a
code of ethics applicable to the Partnership's principal executive officer
principal financial officer, principal accounting officer and persons
performing similar functions. The General Partner is primarily responsible for
the day to day administrative and operational aspects of the Partnership's
business. The General Partner has adopted a code of ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer and persons performing similar functions and a copy of such code is
included in Exhibit 14.01.
Item 11. Executive Compensation
The Partnership has no directors or executive officers. The General
Partner manages and conducts the business of the Partnership. The General
Partner receives management and other fees from the Partnership. See "Business
- -- Fees and Expenses."
24
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 2004, approximately 5,975.2461 Partnership Units
were held by 495 Limited Partners and the General Partner. The following table
sets forth certain information as of December 31, 2004 with respect to each
person known to the Partnership to beneficially own more than 5% of the
outstanding Partnership Units.
Name and Address Number of Limited Percent of Total
of Beneficial Owner Partnership Units Partnership Units
- ------------------- ----------------- -----------------
PY Family Limited Partnership 340.5440 5.8916%
PY Corporation, General Partner
101 Morgan Lane, Suite 180
Plainsboro, NJ 08536
- ----------------------------------------
The Partnership has no directors or officers. The General Partner
manages and conducts the business of the Partnership. As of December 31, 2004,
the General Partner owned $1,010,988 of general partner interests in the
Company, or 133.1216 Partnership Units, representing approximately 2.3% of the
total outstanding Partnership Units, and also beneficially owned 27.3707
Limited Partnership Units. The General Partner is owned entirely by Robert L.
Lerner and trusts for the benefit of him and his family.
Item 13. Certain Relationships and Related Transactions
The General Partner manages and conducts the business of the
Partnership. To compensate the General Partner for its management of the
Partnership, its monitoring of the Advisor's portfolio and its assumption of
the financial burden of operating the Partnership, the General Partner
receives management and other fees from the Partnership. See "Business - Fees
and Expenses." For the years ended December 31, 2004, 2003, and 2002, the
General Partner received a management fee from the Partnership pursuant to the
Partnership Agreement in the amounts of $375,534, $281,177 and $257,446,
respectively. For the years ended December 31, 2004, 2003 and 2002, the
General Partner received administrative charges from the Limited Partners
pursuant to the Partnership Agreement in the amount of $70,865, $52,421, and
$17,215, respectively. This is a one-time, one percent of capital
administrative charge for partners on their contribution. The General Partner
waives this charge for limited partners who are affiliates of the General
Partner. For the years ended December 31, 2004, 2003 and 2002, the General
Partner received net brokerage commissions of $971,621, $717,852 and $394,488,
respectively, from the Partnership. Net brokerage commissions represent the
gross brokerage commissions of 4.0% annually of the net asset value of the
Class A Interests and 3.0% annually of the Class B Interests (assuming no
trailer commissions are being paid) less actual brokerage commissions paid to
clearing brokers. One individual who is associated with the CTA is also a
limited partner of the fund. At December 31, 2004, 2003 and 2002 the
individual's outstanding partnership interest was $2,586,251, $2,568,329 and
$2,108,893, respectively.
Item 14. Principal Accountant Fees and Services
Fees Incurred by the Partnership for services provided by Deloitte & Touche LLP
The following table shows the fees (in thousands) paid or accrued by
the Partnership for the audit and other services provided by Deloitte & Touche
LLP for 2004 and 2003
2004 2003
---- ----
Audit Fees (1) $ 82.5 $ 66.5
Audit-Related Fees (2) - -
Tax Fees (3) 35.0 32.0
All Other Fees (4) - -
-------- -------
$ 117.5 $ 98.5
Engagement of the Independent Registered Public Accounting Firm. The
General Partner is responsible for approving every engagement of Deloitte &
Touche LLP to perform audit or non-audit services for the Partnership before
Deloitte & Touche LLP is engaged to provide those services. The General
Partner considers whether the provision of any non-audit provisions is
compatible with maintaining Deloitte & Touche LLP's independence.
- ------------------
(1) Audit fees represent fees for professional services provided in
connection with the audit of the Partnership's annual financial
statements and review of our quarterly financial statements.
(2) None.
(3) For 2004 and 2003, respectively, tax fees principally included tax
compliance fees of $35 and $27 and tax advice and tax planning fees of
$0 and $5.
(4) None.
25
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
Documents Filed as a Part of This Report.
1. See the Table of Contents to Financial Statements on page
F-3, which is incorporated herein by reference.
2. See the Index to Exhibits, which is incorporated herein by
reference.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, The Willowbridge Fund, L.P. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
THE WILLOWBRIDGE FUND, L.P.
By: Ruvane Investment Corporation
Its: General Partner
By: /s/ Robert L. Lerner
---------------------------
Robert L. Lerner, President
Date: March 18, 2005
27
THE WILLOWBRIDGE FUND L.P.
FINANCIAL STATEMENTS
As of December 31, 2004 and 2003 and
for the Years Ended December 31, 2004, 2003 and 2002
F-1
The Willowbridge Fund L.P.
C/o Ruvane Investment Corporation, General Partner
Four Benedek Road
Princeton, NJ 08540
I affirm that, to the best of my knowledge and belief, the information
contained in the attached financial statements of The Willowbridge Fund L.P.
as of December 31, 2004 and 2003 and for the years ended December 31, 2004,
2003 and 2002 is accurate and complete.
Ruvane Investment Corporation
General Partner of
The Willowbridge Fund L.P.
/s/ Robert L. Lerner
----------------------------------
By: Robert L. Lerner, President
F-2
THE WILLOWBRIDGE FUND L.P.
----------------------
TABLE OF CONTENTS
----------------------
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-4
FINANCIAL STATEMENTS:
Statements of Financial Condition
as of December 31, 2004 and 2003 F-5
Condensed Schedules of Investments
as of December 31, 2004 and 2003 F-6 - F-7
Statements of Income
for the Years Ended December 31, 2004, 2003 and 2002 F-8
Statements of Changes in Partners' Capital
for the Years Ended December 31, 2004, 2003 and 2002 F-9
Notes to Financial Statements F-10 - F-16
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Partners of The Willowbridge Fund L.P.:
We have audited the accompanying statements of financial condition of The
Willowbridge Fund L.P. (the "Partnership"), including condensed schedules of
investments, as of December 31, 2004 and 2003 and the related statements of
income and of changes in partners' capital for each of the three years in the
period ended December 31, 2004. These financial statements are the
responsibility of the General Partner. Our responsibility is to express an
opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal
control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by the General Partner, as well
as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of The Willowbridge Fund L.P. as of December
31, 2004 and 2003, and the results of its operations and changes in its
partners' capital for each of the three years in the period ended December 31,
2004, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
March 18, 2005
F-4
THE WILLOWBRIDGE FUND L.P.
STATEMENTS OF FINANCIAL CONDITION
As of December 31, 2004 and 2003
---------------
2004 2003
---- ----
ASSETS
CASH IN BANK $ 4,621,928 $ 1,491,478
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT
Due from broker 37,734,314 32,839,696
Net unrealized gain on open positions 2,111,368 4,034,794
------------- -------------
39,845,682 36,874,490
DUE FROM GENERAL PARTNER 99,808 132,554
INTEREST RECEIVABLE 14,174 5,491
------------- -------------
TOTAL ASSETS $ 44,581,592 $ 38,504,013
============= =============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Prepaid subscriptions $ 171,239 $ 410,810
Accrued Incentive fees - 179,406
Redemptions payable 301,925 129,171
Other accrued expenses 100,731 126,190
Accrued management fees 110,514 91,000
Accounts payable - 14,000
------------- -------------
TOTAL LIABILITIES 684,409 950,577
------------- -------------
PARTNERS' CAPITAL
Limited partners - Class A (5,618.8166 and
4,811.5582 fully redeemable
units at December 31, 2004 and
2003, respectively) 42,671,937 36,620,539
Limited partners - Class B (223.3079 and 0
fully redeemable units at December 31,
2004 and 2003, respectively) 214,258 -
General partner - Class A (133.1216 and
122.5730 fully redeemable units at
December 31, 2004 and 2003, respectively) 1,010,988 932,897
------------- -------------
TOTAL PARTNERS' CAPITAL 43,897,183 37,553,436
------------- -------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 44,581,592 $ 38,504,013
============= =============
NET ASSET VALUE PER UNIT - Class A
(based on Partners' Capital of $43,682,925 and
$37,553,436 and 5,751.9382 and 4,934.1312
units outstanding) $ 7,594.47 $ 7,610.95
============= =============
NET ASSET VALUE PER UNIT - Class B
Series 1 - (based on Partners' Capital of
$111,637 and 119.9385 units outstanding) $ 930.79 $ *
============= =============
NET ASSET VALUE PER UNIT - Class B
Series 2 - (based on Partners' Capital of
$49,268 and 53.8694 units outstanding) $ 914.59 $ *
============= =============
NET ASSET VALUE PER UNIT - Class B
Series 3 - (based on Partners' Capital of
$53,353 and 49.5000 units outstanding) $ 1,077.83 $ *
============= =============
* Each Series of Class B units were issued in 2004.
See Notes to Financial Statements.
F-5
THE WILLOWBRIDGE FUND L.P.
CONDENSED SCHEDULE OF INVESTMENTS
As of December 31, 2004
---------------
Long Positions Short Positions Net Positions
-------------- --------------- -------------
Commodity Futures Unrealized Percentage of Unrealized Gain Percentage of Unrealized Percentage of
Industry Sector Gain, Net Net Assets (Loss), Net Net Assets Gain (Loss) Net Assets
- --------------- --------- ---------- ----------- ---------- ----------- ----------
Livestock $ 30,790 0.070 % $ - - % $ 30,790 0.070 %
Grains 27,300 0.062 % - - % 27,300 0.062 %
Tropical products 702,405 1.600 % (12,947) (0.029)% 689,458 1.571 %
Energy - - % 284,240 0.648 % 284,240 0.648 %
Currencies 676,837 1.542 % - - % 676,837 1.542 %
Interest rates 297,965 0.679 % 72,323 0.164 % 370,288 0.843 %
Metals 32,455 0.074 % - - % 32,455 0.074 %
----------- ---------- --------- --------- ----------- -----------
$1,767,752 4.027 % $343,616 0.783 % $2,111,368 4.810 %
=========== ========== ========= ========= =========== ===========
See Notes to Financial Statements.
F-6
THE WILLOWBRIDGE FUND L.P.
CONDENSED SCHEDULE OF INVESTMENTS
As of December 31, 2003
---------------
Long Positions Short Positions Net Positions
-------------- --------------- -------------
Commodity Futures Unrealized Gain Percentage of Unrealized Gain Percentage of Unrealized Percentage of
Industry Sector (Loss), Net Net Assets (Loss), Net Net Assets Gain (Loss) Net Assets
- --------------- ----------- ---------- ----------- ---------- ----------- ----------
Livestock $ - - % $ 250,580 0.667 % $ 250,580 0.667 %
Grains 817,702 2.177 % (72,950) (0.194)% 744,752 1.983 %
Tropical products - - % 21,976 0.059 % 21,976 0.059 %
Energy (227,548) (0.606)% - - % (227,548) (0.606)%
Currencies 2,688,930 7.160 % - - % 2,688,930 7.160 %
Interest rates 57,124 0.152 % - - % 57,124 0.152 %
Metals 498,980 1.329 % - - % 498,980 1.329 %
----------- ---------- ---------- ---------- ------------- ---------
$3,835,188 10.212 % $ 199,606 0.532 % $ 4,034,794 10.744 %
=========== ========== ========== ========== ============= =========
See Notes to Financial Statements.
F-7
THE WILLOWBRIDGE FUND L.P.
STATEMENTS OF INCOME
For the Years Ended December 31, 2004, 2003 and 2002
---------------
2004 2003 2002
---- ---- ----
NET INVESTMENT INCOME (LOSS)
Income:
Interest income $ 453,387 $ 280,288 $ 397,838
-------------- -------------- --------------
Expenses:
Brokerage commissions (includes clearing and
exchange fees of $199, $181, and $45
in 2004, 2003, and 2002, respectively) 1,618,120 1,309,753 993,401
Incentive fees 834,527 1,783,681 2,138,561
Management fees 781,029 615,423 534,498
Administrative expenses 340,969 398,421 168,525
--------------- -------------- --------------
Total expenses 3,574,645 4,107,278 3,834,985
--------------- -------------- -------------
Net investment loss (3,121,258) (3,826,990) (3,437,147)
--------------- -------------- -------------
TRADING PROFITS (LOSSES)
Profits (losses) on trading of commodity futures,
forwards and options:
Realized gains on closed positions, net 5,073,382 8,919,018 14,068,864
Change in unrealized gains/losses on open
positions, net (1,923,426) 1,013,643 (449,325)
--------------- -------------- -------------
Total trading profits 3,149,956 9,932,661 13,619,539
--------------- -------------- -------------
NET INCOME $ 28,698 $ 6,105,671 $ 10,182,392
=============== ============== =============
NET (LOSS) INCOME PER UNIT
Class A $ (16.48) $ 1,303.54 $ 1,849.78
=============== ============== =============
Class B - Series 1 $ (69.21) $ - $ -
=============== ============== =============
Class B - Series 2 $ (13.58) $ - $ -
=============== ============== =============
Class B - Series 3 $ 77.83 $ - $ -
=============== ============== =============
See Notes to Financial Statements.
F-8
THE WILLOWBRIDGE FUND L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 2004, 2003 and 2002
---------------
CLASS A
-----------------------------------------------------------------------------------
General Partner Limited Partners Total Partners'
--------------- ----------------
Units Amount Units Amount Capital
PARTNERS' CAPITAL,
JANUARY 1, 2002 179.1362 $ 798,522 5,596.2849 $ 24,946,122 $ 25,744,644
Subscriptions 4.1981 19,623 421.1960 1,988,554 2,008,177
Redemptions (64.0793) (315,034) (1,678.8442) (9,502,432) (9,817,466)
Net income - 249,081 - 9,933,311 10,182,392
----------- ------------ ------------ ------------- -------------
PARTNERS' CAPITAL,
DECEMBER 31, 2002 119.2550 752,192 4,338.6367 27,365,555 28,117,747
Subscriptions 8.4818 59,572 1,008.8862 7,059,440 7,119,012
Redemptions (5.1638) (35,004) (535.9647) (3,753,990) (3,788,994)
Net income - 156,137 - 5,949,534 6,105,671
----------- ------------ ------------ ------------- -------------
PARTNERS' CAPITAL,
DECEMBER 31, 2003 122.5730 932,897 4,811.5582 36,620,539 37,553,436
Subscriptions 10.5486 79,541 1,001.3554 7,496,155 7,575,696
Redemptions - - (194.0970) (1,466,831) (1,466,831)
Net (loss) income - (1,450) - 22,074 20,624
----------- ------------ ------------ ------------- -------------
PARTNERS' CAPITAL,
DECEMBER 31, 2004 133.1216 $ 1,010,988 5,618.8166 $ 42,671,937 $ 43,682,925
=========== ============ ============ ============= =============
CLASS B LIMITED PARTNERS
-----------------------------------------------------------------------------------
Series 1 Series 2 Series 3
-------- -------- --------
Units Amount Units Amount Units Amount
----- ------ ----- ------ ----- ------
PARTNERS' CAPITAL,
JANUARY 1, 2004 - $ - - $ - - $ -
Subscriptions 119.9385 106,684 53.8694 50,000 49.5000 49,500
Redemptions - - - - - -
Net income (loss) - 4,953 - (732) - 3,853
--------- ---------- --------- ---------- --------- ---------
PARTNERS' CAPITAL,
DECEMBER 31, 2004 119.9385 $ 111,637 53.8694 $ 49,268 49.5000 $ 53,353
========= ========== ========= ========== ========= =========
See Notes to Financial Statements.
F-9
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 2004, 2003 And 2002
---------------
1. PARTNERSHIP ORGANIZATION
------------------------
The Willowbridge Fund L.P. (the "Partnership"), a Delaware limited
partnership, was organized on January 24, 1986. The Partnership is
engaged in the speculative trading of commodity futures contracts,
options on commodities or commodity futures contracts and forward
contracts. Ruvane Investment Corporation ("General Partner") is
registered as a Commodity Pool Operator and an Introducing Broker
with the Commodity Futures Trading Commission. The General Partner
is required by the Limited Partnership Agreement, as amended and
restated on April 15, 1998 (the "Agreement"), to contribute an
amount equal to one percent of the aggregate capital raised by the
Partnership. The Agreement requires that all subscriptions are
subject to a one percent administrative charge payable to the
General Partner.
In accordance with the amendment to Section 5 of the Agreement,
effective January 16, 2003, the Partnership offers separate classes
of limited partnership interests, whereby interests which were
already issued by the Partnership will be designated as Class A
interests. The Partnership also offers Class B limited partnership
interests in private offering pursuant to Regulation D as adopted
under section 4(2) of the Securities Act of 1933, as amended. The
Partnership will offer the Class B interests up to an aggregate of
$100,000,000. The Partnership began issuing Class B interests in
2004. Commissions and redemption charges for the Class B interests
will differ from those of the Class A interests, but in all other
respects the Class A interests and the Class B interests will be
identical. The Class A interests and Class B interests will also be
traded pursuant to the same trading program.
The Partnership shall end upon withdrawal, insolvency or
dissolution of the General Partner or a decline of greater than
fifty percent of the net assets of the Partnership as defined in
the Agreement, or the occurrence of any event which shall make it
unlawful for the existence of the Partnership to be continued.
2. SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
A. Due from Broker
Due from broker represents cash required to meet margin
requirements and excess funds not required for margin which
are typically invested in 30 day commercial paper and U.S.
Treasury bills which are carried at cost plus accrued
interest, which approximates market value. The Partnership
is subject to credit risk to the extent any broker with whom
the Partnership conducts business is unable to deliver cash
balances or securities, or clear securities transactions on
the Partnership's behalf. The General Partner monitors the
financial conditions of the brokers with which the
Partnership conducts business and believes that the
likelihood of loss under the aforementioned circumstances is
remote.
B. Revenue Recognition
Investments in swaps, commodity futures, options and forward
contracts are recorded on the trade date and open contracts
are recorded in the financial statements at their fair value
on the last business day of the reporting period. The
difference between the original contract amount and fair
value is recorded in income as an unrealized gain/(loss).
Realized gains and losses on closed contracts are recorded
on a first-in-first-out basis. Interest income is recognized
on an accrual basis. All commodity futures, options and
forward contracts and financial instruments are recorded at
fair value in the financial statements. Fair Value is based
on quoted market prices.
F-10
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2004, 2003 And 2002
---------------
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-------------------------------------------
C. Commissions
The Class A partners pay to the General Partner a flat rate
commission of 4.0 percent annually of the net asset value of
the Class A partners' capital as of beginning of each month.
Class B limited partners pay to the General Partner a flat
rate commission of up to 6.0 percent annually of the net
asset value of the Class B partners' capital. From these
amounts, the General Partner will pay or reimburse the
Partnership for actual trading commissions incurred by the
Partnership and will pay up to 3.0 percent from this amount
to properly registered selling agents as their ongoing
compensation for servicing Class B limited partners.
Commissions charged to each class or series of class were as
follows:
2004 2003 2002
---- ---- ----
Class A $ 1,613,322 $ 1,309,753 $ 993,401
Class B - Series 1 1,892 - -
Class B - Series 2 1,648 - -
Class B - Series 3 1,258 - -
------------ ------------ -----------
Total $ 1,618,120 $ 1,309,753 $ 993,401
============ ============ ===========
For the years ended December 31, 2004, 2003 and 2002, the
General Partner received net brokerage commission of
$971,621, $717,852 and $394,488, respectively, from the
Partnership. Net brokerage commission represents commissions
charged to Class A and Class B partners less actual
brokerage commissions paid to clearing brokers and amounts
paid to selling agents for servicing Class B limited
partners. As of December 31, 2004 and 2003, $99,808 and
$132,554, respectively, is due from the General Partner for
reimbursement of brokerage commissions advanced by the
Partnership.
D. Statement of Cash Flows
The Partnership has elected not to provide a Statement of
Cash Flows as permitted by Statement of Financial Accounting
Standard No. 102, "Statement of Cash Flows - Exemption of
Certain Enterprises and Classification of Cash Flows from
Certain Securities Acquired for Resale."
E. Allocation of Profits (Losses)
Net realized and unrealized trading gains and losses,
interest income and other operating income and expenses are
allocated to the partners monthly in proportion to their
capital account balance, as defined in the Agreement.
F. Incentive Fees
Willowbridge Associates, Inc. ("Willowbridge"), the
Commodity Trading Advisor ("CTA") of the Partnership, is
entitled to a quarterly incentive fee based on an increase
in the adjusted net asset value of the allocated assets of
the Partnership. The CTA receives 25% of any new profits, as
defined in the Agreement. The term "new profits" is defined
as the increase, if any, in the adjusted net asset value of
the allocated assets.
F-11
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2004, 2003 And 2002
---------------
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-------------------------------------------
G. Management Fees
The General Partner is paid an annual management fee equal
to one percent of the net assets of the Partnership (as
defined in the Agreement) as of the last day of the previous
fiscal year. Such annual fees amounted to $375,534, $281,177
and $257,446 in 2004, 2003 and 2002, respectively. At
December 31, 2004, 2003 and 2002, no amounts are due to the
General Partner for management fees.
In addition, the Partnership pays Willowbridge a quarterly
management fee of 0.25% (1% per year) of the net asset value
of the Partnership. These fees amounted to $405,495,
$334,246 and $277,052 in 2004, 2003 and 2002, respectively.
H. Administrative Expenses
Administrative expenses include professional fees,
bookkeeping costs and other charges such as registration
fees, printing costs and bank fees.
I. Income Taxes
Income taxes have not been provided in the accompanying
financial statements as each partner is individually liable
for taxes, if any, on his or her share of the Partnership's
profits.
J. Subscriptions
Partnership units may be purchased on the first day of each
month at the net asset value per unit determined on the last
business day of the previous month. Partners' contributions
received in advance for subscriptions are recorded as
prepaid subscriptions in the statements of financial
condition. The General Partner charges a one percent initial
administrative fee on all limited partner unit
subscriptions. The General Partner may waive this charge for
limited partners who are its affiliates or for other limited
partners in its sole discretion. Subscription proceeds to
the Partnership are recorded net of these charges. For the
years ended December 31, 2004, 2003 and 2002, the General
Partner received initial administrative fees of $70,865,
$52,421 and $17,215, respectively.
K. Redemptions
Limited partners may redeem some or all of their units at
net asset value per unit as of the last business day of each
month on at least ten days written notice to the General
Partner. Class B interests are subject to an early
redemption charge of up to 4 percent if such interests are
redeemed within 12 months of their purchase.
L. Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United
States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of income (loss) and expenses during the
reporting period. Estimates include accrual of expenses such
as professional fees. Actual results could differ from these
estimates.
M. Reclassifications
Certain reclassifications have been made to prior year
amounts to conform to the current year's presentation.
F-12
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2004, 2003 And 2002
---------------
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
-------------------------------------------
N. Recently Issued Accounting Pronouncements
In January 2003, the Financial Accounting Standards Board
issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which addresses
consolidation by business enterprises that control another
entity through interests other than voting interest
(referred to as variable interest entity or "VIE"). On
December 24, 2003, FASB Interpretation No. 46 (Revised
December 2003), "Consolidation of Variable Interest
Entities" ("FIN 46(R)"), was issued to clarify the
application of Accounting Research Bulletin No. 51,
Consolidated Financial Statements, as amended by FASB
Statement No. 94, "Consolidation of All Majority-Owned
Subsidiaries". Neither FIN 46 nor FIN 46(R) exempt
non-registered investment companies from their scope.
Nonetheless, the effective date of FIN 46(R) has been
indefinitely deferred for investment companies (including
non-registered investment companies) that are accounting for
their investments in accordance with the AICPA Audit and
Accounting Guide, Audits of Investment Companies. A final
determination regarding whether the provisions of FIN 46(R)
should be applied by non-registered investment companies
will be made by the FASB following the issuance of a final
Statement of Position by the AICPA on the clarification of
the scope of the AICPA Audit and Accounting Guide, Audits of
Investment Companies. The Partnership has determined that if
FIN 46(R) becomes applicable for non-registered investment
companies, that it is not reasonably possible that it will
be required to consolidate or disclose information about a
variable interest entity upon the effective date of FIN
46(R).
O. Indemnifications
The Partnership has entered into agreements, which provide
for the indemnifications against losses, costs, claims and
liabilities arising from the performance of their individual
obligations under such agreements, except for gross
negligence or bad faith. The Partnership has had no prior
claims or payments pursuant to these agreements. The
Partnership's individual maximum exposure under these
arrangements is unknown, as this would involve future claims
that may be made against the Partnership that have not yet
occurred. However, based on experience, the Partnership
expects the risk of loss to be remote.
3. DERIVATIVE INSTRUMENTS
----------------------
The Partnership trades futures, options on futures and forward
contracts and forward contracts in currencies and a wide range of
commodities, energy and metals.
F-13
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2004, 2003 And 2002
---------------
3. DERIVATIVE INSTRUMENTS (CONTINUED)
The Partnership's trading results by market sector were as follows:
For the year ended December 31, 2004
------------------------------------
Change in Total
Realized Unrealized Trading
Gains/(Losses) Gains/(Losses) Gains/(Losses)
-------------- -------------- --------------
Currencies $ (2,896,992) $ (2,012,093) $ (4,909,085)
Interest rates 155,695 313,163 468,858
Grains 1,887,524 (717,451) 1,170,073
Livestock (191,170) (219,790) (410,960)
Tropical products (1,604,125) 667,482 (936,643)
Energy 7,937,172 511,788 8,448,960
Metals (214,722) (466,525) (681,247)
------------- ------------- -------------
Total trading profits $ 5,073,382 $ (1,923,426) $ 3,149,956
============= ============= =============
For the year ended December 31, 2003
------------------------------------
Change in Total
Realized Unrealized Trading
Gains/(Losses) Gains/(Losses) Gains/(Losses)
-------------- -------------- --------------
Currencies $ 7,966,062 $ 1,635,235 $ 9,601,297
Interest rates (1,579,259) (759,932) (2,339,191)
Grains 2,305,946 791,722 3,097,668
Livestock 1,358,110 227,510 1,585,620
Tropical products (1,124,736) (137,020) (1,261,756)
Energy (984,700) (1,126,682) (2,111,382)
Metals 977,595 382,810 1,360,405
------------- ------------- -------------
Total trading profit $ 8,919,018 $ 1,013,643 $ 9,932,661
============= ============= =============
F-14
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2004, 2003 And 2002
---------------
3. DERIVATIVE INSTRUMENTS (CONTINUED)
----------------------------------
For the year ended December 31, 2002
------------------------------------
Change in Total
Realized Unrealized Trading
Gains/(Losses) Gains/(Losses) Gains/(Losses)
-------------- -------------- --------------
Currencies $ 6,156,427 $ (1,547,037) $ 4,609,390
Interest rates 7,757,470 676,858 8,434,328
Grains 1,327,648 (272,047) 1,055,601
Livestock 220,710 (23,930) 196,780
Tropical products (683,405) 66,856 (616,549)
Energy 343,793 665,333 1,009,126
Metals (1,053,779) (15,358) (1,069,137)
-------------- -------------- --------------
Total trading profits $ 14,068,864 $ (449,325) $ 13,619,539
============== ============== ==============
A. Market Risk
Derivative financial instruments involve varying degrees of
off-balance sheet market risk whereby changes in the level
of volatility of interest rates, foreign currency exchange
rates or market values of the underlying financial
instruments or commodities may result in cash settlements in
excess of the amounts recognized in the Statements of
Financial Condition. The Partnership's exposure to market
risk is directly influenced by a number of factors,
including the volatility of the markets in which the
financial instruments are traded and the liquidity of those
markets.
B. Fair Value
The derivative instruments used in the Partnership's trading
activities are marked to market with the resulting
unrealized profits recorded in the Statements of Financial
Condition and the related trading profits/losses reflected
in trading profits (losses) in the Statements of Income.
Substantially all of the Partnership's derivative financial
instruments outstanding expire within 90 days.
C. Credit Risk
Futures and forwards are contracts for delayed delivery of
financial interests in which the seller agrees to make
delivery at a specified future date of a specified financial
instrument at a specified price or yield. Risk arises from
changes in the market value of the underlying instruments
and with respect to forward contracts, from the possible
inability of counterparties to meet the terms of the
contracts. Credit risk due to counterparty nonperformance
associated with these instruments is the net unrealized
gain, if any, included in the Statements of Financial
Condition. The Partnerships counterparties are major
brokerage firms and banks located in the United States, or
their foreign affiliates.
F-15
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2004, 2003 And 2002
---------------
3. DERIVATIVE INSTRUMENTS (CONTINUED)
----------------------------------
C. Credit Risk (Continued)
The risks associated with exchange-traded contracts are
typically perceived to be less than those associated with
over-the-counter transactions, because exchanges typically
(but not universally) provide clearing house 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,
whereas in over-the-counter transactions, traders must rely
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 in the
over-the-counter markets.
4. FINANCIAL HIGHLIGHTS
--------------------
The following sets forth the financial highlights for the year
ended December 31, 2004.
Class B (1) Class B (5) Class B (6)
Class A Series 1 Series 2 Series 3
------- -------- -------- --------
Per Unit Operating Performance
(for a Unit outstanding for the entire period)
----------------------------------------------
Net Asset Value, Beginning of the period $ 7,610.95 $ 1,000.00 $ 928.17 $ 1,000.00
----------- ----------- ---------- -----------
Gain (loss) from operations
Net investment loss (574.70) (31.67) (38.03) (32.57)
Net trading profits (losses) 558.22 (37.54) 24.45 110.40
----------- ----------- ----------- -----------
Net (loss) income (16.48) (69.21) (13.58) 77.83
----------- ----------- ----------- -----------
Net Asset Value, End of the period $ 7,594.47 $ 930.79 $ 914.59 $ 1,077.83
=========== =========== =========== ===========
Total Return (2) (0.22)% (6.92)% (1.46)% 7.78 %
Total Return (excluding incentive fees) (4) 1.69 % (7.02)% (1.46)% 7.78 %
Supplemental Data
Ratio of expenses (3) to average net assets (9.61)% (5.59)% (8.85)% (7.75)%
Ratio of expenses (3) (excluding incentive fees)
to average net assets (7.36)% (5.40)% (8.85)% (7.75)%
Ratio of net investment loss (3)
to average net assets (6.14)% (4.07)% (7.47)% (6.33)%
-------------------
(1) For the Period March 1, 2004 (original issuance of units) to December 31, 2004.
(2) Total return is derived as opening net asset value less ending net asset value divided by opening
net asset value, and excludes the effect of sales commissions and initial administrative
charges on subscriptions.
(3) Annualized for Class B.
(4) Total return (excluding incentive fees) is derived as net ncome per unit and adding back incentive
fees per unit divided by opening net asset value per unit.
(5) For the Period June 1, 2004 (original issuance of units) to December 31, 2004. (6) For the Period
July 1, 2004 (original issuance of units) to December 31, 2004.
* * * * * * *
F-16
INDEX TO EXHIBITS
Exhibit
Number Item Description
- ------- ----------------
3.1 Certificate of Limited Partnership for The Willowbridge Fund L.P.,
dated January 16, 1986 (Filed as Exhibit 3.1 to the Registrant's
Form 10 and incorporated by reference herein.)
3.2 Form of Amended and Restated Limited Partnership Agreement for
the Partnership (Filed as Exhibit 3.2 to the Registrant's Form 10,
and incorporated by reference herein.)
10.1 Trading Advisor Agreement between the General Partner and the
Advisor, dated April 1, 1991 (Filed as Exhibit 10.1 to the
Registrant's Form 10, and incorporated by reference herein.)
14.01 General Partner Code of Ethics
31.1 Rule 13a-14(a)/13d-14(a) Certifications
32.1 Section 1350 Certification