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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 2000
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 333-52543
Tudor Fund For Employees L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3543779
(State or other jurisdiction of (I.R.S Employer Identification No.)
incorporation or organization)
1275 King Street, Greenwich, 06831
Connecticut
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code (203) 863-6700
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
----------- registered
--------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
N/A
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of 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. [_]
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State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in
Rule 405.)
Not Applicable
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statements; and (3) any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).
Partnership's Registration Statement on Form S-1, File No. 333-52543, as
amended, dated June 8, 1998 - Part IV
2
PART I
ITEM 1. Business.
(a). General Development of Business. Tudor Fund For Employees L.P., a
Delaware limited partnership (the "Partnership"), was formed on November 22,
1989. The business and objective of the Partnership is to generate
appreciation of its assets through speculative trading of futures, forwards,
option contracts and other derivative instruments, including commodity
interests (collectively,"derivative instruments"). Only employees of Tudor
Investment Corporation ("TIC") or its affiliates, and certain employee benefit
plans of TIC or its affiliates, are eligible to become limited partners (each
such owner a "Limited Partner") of the Partnership.
Second Management LLC, a Delaware limited liability company and the general
partner of the Partnership (the "General Partner" and together with the
Limited Partners, the "Partners"), is responsible for selecting and monitoring
the commodity trading advisors and brokers used by the Partnership and for
performing all administrative services necessary to the Partnership's
operations. The General Partner's main business office is located at 1275 King
Street, Greenwich, Connecticut 06831, telephone (203) 863-6700, facsimile
(203) 863-8600.
In connection with a public offering of 10,000 units of Limited Partnership
Interest (together with units of General Partnership Interest issued to the
General Partner, the "Units"), an S-1 Registration Statement was filed with
the Securities and Exchange Commission on June 20, 1990. Beginning on June 22,
1990, the Partnership solicited initial subscriptions for Units at an offering
price of $1,000 per Unit, with a minimum subscription of $1,000. At the
initial closing held on July 2, 1990, the Partnership sold a total of 421
Units for an aggregate capital contribution of $421,000 and 400 units of
general partnership interest for an aggregate capital contribution of $400,000
and commenced trading activities. The Partnership registered an additional
10,000 units of Limited Partnership Interest pursuant to an S-1 Registration
Statement (the "Registration Statement") that became effective on June 9,
1998.
Units are offered for sale on a continuous basis (the "Continuing
Offering") at quarterly closings at a purchase price equal to 100% of the Net
Asset Value per Unit as of the opening of business on the first business day
of the month in which the General Partner accepts the subscription. The
minimum subscription is $1,000. Amounts in excess of this minimum must be
contributed in increments of $1,000.
Management. The General Partner conducts and manages the business of the
Partnership. The General Partner is authorized to delegate complete trading
authority of all of the Partnership's Net Assets to one or more trading
advisors. The General Partner has appointed TIC as the Partnership's sole
trading advisor pursuant to a management agreement between TIC and the
Partnership (the "Management Agreement"). The Management Agreement may be
terminated at any time upon twenty-four hours written notice to the other
party.
The General Partner, on behalf of the Partnership, may engage and
compensate from the funds of the Partnership, such persons as the General
Partner deems advisable, including any person or entity affiliated with the
General Partner. The General Partner is also authorized to retain commodity
brokers.
3
Other responsibilities of the General Partner include, but are not limited
to, the following: determining whether the Partnership will make
distributions; administering redemptions of Limited Partners' Units; preparing
account statements, filings, registrations and other documents required by
applicable regulatory bodies, exchanges, or boards; depositing the
Partnership's assets in an account or accounts at banks or brokers selected by
the General Partner; directing the investment of the Partnership's assets;
executing various documents on behalf of the Partnership and the Limited
Partners; and supervising the liquidation of the Partnership if an event
causes the termination of the Partnership to occur.
Professional fees and other. The Partnership pays its ordinary
administrative expenses, including the ordinary and recurring legal,
accounting and auditing expenses incurred in connection with preparing and
printing reports and tax information for Limited Partners and regulatory
bodies, and mailing costs and filing fees. Such expenses were $162,807,
$111,279 and $120,599 for the years ended December 31, 2000, 1999 and 1998.
Compensation of the Trading Advisor. Pursuant to the Management Agreement,
the Partnership pays TIC a quarterly incentive fee equal to 12% of the
"Trading Profits" (as defined in the Registration Statement) earned as of the
end of each fiscal quarter and receives a monthly management fee equal to 1/12
of 2% of the Net Assets (a 2% annual rate). TIC waived its right to receive
incentive and management fees attributable to Units held at the beginning of
each month by the Tudor Investment Corporation 401(k) Savings and Profit-
Sharing Plan (the "TIC 401(k) Plan").
For definitions of the terms "Management Agreement", "Trading Profits",
"Charges and Expenses", "Trading Managers", "Net Asset Value per Unit" and
"Net Assets", refer to the Registration Statement.
The General Partner estimates that, considering the above charges, the
Partnership may have to generate gross profits of up to approximately 1% of
the Partnership's average annual Net Assets, depending on trading volume and
the interest income it receives, simply to break even. It is contemplated that
the greatest of these charges will be brokerage commissions (estimated at up
to approximately 1% of the Partnership's average annual Net Assets) even
though the General Partner endeavors to negotiate rates that are reasonable
based on comparable industry standards.
Commodity Brokers. The Partnership's commodity trading accounts are carried
by its commodity brokers including Prudential Securities Incorporated, Salomon
Smith Barney Inc., Lehman Brothers Inc., Morgan Stanley & Co. Incorporated,
Morgan Stanley & Co International Limited, Goldman, Sachs & Co., Cargill
Investor Services, Inc., J.P. Morgan Futures, Inc., Merrill Lynch Futures
Inc., Barclays Capital, Inc. The General Partner in its sole discretion may at
any time appoint new commodity brokers. The commodity brokers are responsible
for holding and maintaining the Partnership's funds, commodities and other
property; executing and/or clearing trades for the Partnership's accounts; and
performing other record keeping and preparing and transmitting to the
Partnership daily confirmations of transactions and monthly statements of
account, calculating equity balances and margin requirements for the
Partnership's account and other similar administrative functions.
Foreign Exchange Dealer. Since inception, the Partnership has engaged in
the trading of foreign exchange forward and metal forward contracts with
Bellwether Partners LLC, a Delaware limited liability company ("BPL"), or its
predecessor Bellwether Partners Inc. BPL is an affiliate of both the General
Partner and TIC.
4
Regulation. Congress enacted the Commodity Exchange Act as amended, (the
"CE Act"), to regulate trading in commodity interests, the exchanges on which
they are traded, the individual brokers who are members of such exchanges and
the commodity professionals and commodity brokerage houses that trade in these
commodity interests. The Commodity Futures Trading Commission ("CFTC") is an
independent federal agency which administers the CE Act and is authorized to
promulgate rules thereunder. Under the CE Act, the CFTC is empowered, among
other things to (i) hear and adjudicate customer complaints against all
individuals and firms registered or subject to registration under the CE Act;
(ii) seek injunctions and restraining orders; (iii) issue orders to cease and
desist; and (iv) levy substantial fines. Transactions in spot or forward
contracts or on exchanges located outside the United States may not be within
the jurisdiction of the CFTC, and to the extent that the Partnership engages
in such transactions, it may be engaging in "unregulated" transactions.
Both the General Partner and TIC are registered with the CFTC as commodity
pool operators ("CPO") and commodity trading advisors ("CTA") as defined in
the CE Act. As such, each is subject to regulation by the CFTC. If the
registration of the General Partner were suspended, revoked or not renewed,
the Partnership would no longer be able to trade until a substitute general
partner could be duly elected and registered. If the registration of TIC as a
CTA was suspended, revoked or not renewed, TIC would not be permitted by the
General Partner to advise the Partnership.
The CFTC has adopted extensive regulations affecting CPOs and CTAs which,
among other things, requires distribution of disclosure documents to new
customers, requires the retention of current trading and other records,
prohibits CPOs from commingling pool assets with those of the operator or its
other customers and requires CPOs to provide their customers with monthly
account statements and annual reports.
Limited Partners are afforded certain rights for reparations under the CE
Act. Limited Partners may also be able to maintain a private right of action
for certain violations of the CE Act. The CFTC has adopted rules implementing
the reparations provision of the CE Act which provide that any person may file
a complaint for a reparation award with the CFTC for violation of the CE Act
against a floor broker, futures commission merchant, CTA, CPO or their
respective associated persons.
In order to prevent excessive speculation and attempted undue concentrated
control in certain markets ("market corners"), the CFTC and certain United
States exchanges have imposed speculative position limits on transactions in
certain commodity interest contracts. In addition, certain exchanges have set
limits on the total net positions that may be held by a commodity broker.
Position limits are subject to certain exemptions, such as bona fide hedging
transactions. While foreign exchanges do not generally impose position limits,
such limits are set by many of the member firms. The Partnership is subject to
the rules and regulations of the various exchanges on which it trades.
The General Partner is a member of the National Futures Association
("NFA"), a self-regulatory organization authorized by the CFTC. The NFA became
operational in 1982 and has assumed certain functions which were previously
the responsibility of the CFTC, (e.g., audits of registrants). Among other
things, the NFA
5
has assumed responsibility for all CFTC registrations; has developed training
and proficiency standards for members; and has established arbitration
procedures for its members and customers of its members.
(b). Financial Information About Industry Segments. The Partnership's
business constitutes only one segment, a speculative commodity pool, for
financial reporting purposes.
(c). Narrative Description of Business.
(1) See discussion under Item 1 (a) above.
(i) - (ix): Not applicable.
(x) Competition. The Partnership experiences and will continue to
experience competition from publicly and privately offered commodity pools
and other investment funds, such as mutual funds. The Partnership also
competes with other customers of TIC and with affiliates of the General
Partner that trade proprietary trading accounts. Under TIC's trading
method, all commodity-only accounts under management (other than
proprietary accounts) are generally traded in a parallel fashion, with
substantially equivalent trades made for all accounts on a proportional
basis. When TIC trades commodity interest contracts on behalf of an
investment pool or a customer with narrower or broader investment
parameters, hedging, loss reduction, arbitrage and similar strategies often
mandate that such accounts be traded in a manner that is not parallel with
commodity-only accounts. Thus, the Partnership is in competition with such
accounts for the same or similar positions at a particular time in a
particular market. The widespread utilization of trend-based and technical
computerized trading methods by many participants in the commodities
markets causes similar trades to be made at or about the same time which
increases competition for the Partnership as described above.
The General Partner and TIC have a conflict of interest in managing the
Partnership because BPL executes on foreign exchange forward contracts for
the Partnership. This involves posting collateral with BPL in amounts of up
to 5% of the Partnership's Net Assets. Although, BPL has unrestricted use
of these funds, it does not receive a fee for its services. Many of the
employee traders of the Trading Advisor are also employees of BPL. There is
no affiliation, and consequently there is no conflict of interest, between
the clearing brokers and the General Partner, TIC or BPL.
The Partnership trades in markets in competition with other traders
whose assets are greater than its assets.
(xi) - (xii): Not applicable.
(xiii): The Partnership has no employees; however, the General Partner
has arranged for TIC to fulfill its management and administrative
responsibilities.
(d). Financial Information About Foreign and Domestic Corporations and
Export Sales. The Partnership has engaged in the trading of commodity interest
contracts on exchanges located in foreign countries and has derived
significant revenue therefrom. See Note 7 included in the Partnership's
financial statements attached hereto.
6
ITEM 2. Properties.
The Partnership does not utilize any physical properties in the conduct of
its business.
ITEM 3. Legal Proceedings.
The Partnership is not aware of any material pending legal proceedings to
which it is a party or to which any of its assets are subject.
ITEM 4. Submission of Matters to a Vote of Unit Holders.
To date, there have been no items which have been presented to the Unit
holders.
7
PART II.
ITEM 5. Market for Registrant's Units and Related Unit Holder Matters.
(a) Market For Registrant's Units. There is no established public trading
market for the Units. There have been no general distributions by the
Partnership since its organization. Pursuant to the Partnership Agreement, the
General Partner has the sole discretion to determine what distributions, if
any, the Partnership will make to its Partners.
Limited Partners may redeem some or all of their respective Units at the
end of each calendar quarter. Redemption of Units in $1,000 increments and
full redemption by a Limited Partner of all of its Units are made at 100% of
the Net Asset Value per Unit effective as of the last business day of any
quarter as defined in the Limited Partnership Agreement. Partial redemptions
of Units which would reduce the Net Asset Value of a Limited Partner's
unredeemed Units to less than the minimum investment then required of new
Limited Partners or such Limited Partner's initial investment, whichever is
less, will be honored only to the extent of such limitation.
(b) Use of Proceeds. The Partnership initially registered 10,000 Units of
Limited Partnership Interest pursuant to a registration statement (Commission
file number 33-33982) that was declared effective on June 22, 1990. The
Partnership registered an additional 10,000 Units of Limited Partnership
Interest on June 9, 1998 (commission file number 33-52543). Of the 20,000
Units that have been registered, 11,680 Units having an aggregate value of
$36,797,427 had been sold through March 1, 2001.
ITEM 6. Selected Financial Data.
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
Revenues................ $ 5,538,110 $ 1,981,370 $ 5,159,521 $ 3,362,714 $ 1,417,232
Expenses................ 1,035,471 684,010 962,387 649,909 596,480
----------- ----------- ----------- ----------- -----------
Net Income.............. $ 4,502,639 $ 1,297,360 $ 4,197,134 $ 2,712,805 $ 820,752
----------- ----------- ----------- ----------- -----------
Total Assets............ $27,918,377 $22,242,164 $18,265,036 $17,166,451 $12,138,706
----------- ----------- ----------- ----------- -----------
Partners' Capital....... $22,161,072 $16,332,215 $14,891,112 $ 9,495,687 $ 8,526,366
----------- ----------- ----------- ----------- -----------
Units Outstanding....... 3,123.135 2,846.856 2,786.401 2,382.864 2,718.466
----------- ----------- ----------- ----------- -----------
NAV Per Unit............ $ 7,095.78 $ 5,736.93 $ 5,344.21 $ 3,984.99 $ 3,136.46
----------- ----------- ----------- ----------- -----------
Change in NAV Per Unit.. $ 1,358.85 $ 392.72 $ 1,359.22 $ 848.53 $ 272.71
----------- ----------- ----------- ----------- -----------
Net Income Per Unit..... $ 1,337.56 $ 378.91 $ 1,327.46 $ 845.18 $ 246.06
----------- ----------- ----------- ----------- -----------
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Partnership commenced operations on July 2, 1990. From inception
through March 1, 2001, the Partnership received total Limited Partner
contributions of $36,797,427. Total Limited Partner withdrawals for the same
period were $27,261,510. In addition, the General Partner has contributed
$1,900,000 since inception. The General Partner redeemed $2,000,000 on March
31, 1994 and $1,400,000 on December 31, 1996. The General Partner's equity
interest in the Partnership as of March 1, 2001 was approximately $1,419,000,
representing approximately 5% of the Partnership's equity. At March 1, 2001,
the Partnership had a total of 93 Partners.
8
As specified in the Second Amended and Restated Limited Partnership
Agreement dated May 22, 1996, the Partnership may accept investments from
certain employee benefit plans of affiliates to the extent that such
investment does not exceed 25% of the aggregate value of outstanding Units,
excluding Units held by the General Partner and affiliates. On August 1, 1995,
the Partnership accepted an initial investment of $99,306 from the Tudor
Investment Corporation 401(k) Savings and Profit Sharing Plan (the "TIC 401(k)
Plan"), a qualified plan organized for the benefit of employees of TIC and
certain of its affiliates. The Partnership has received TIC 401(k) Plan
contributions in the aggregate amount from inception through March 1, 2001 of
$3,676,628. The TIC 401(k) Plan's equity in the Partnership as of March 1,
2001 was approximately $5,105,000, representing approximately 18.1% of the
Partnership equity or approximately 21.7% of the Partnership equity excluding
Units held by the General Partner and affiliates. TIC has waived its right to
receive management and incentive fees attributable to Units held by the TIC
401(k) Plan. Furthermore, on August 1, 1995, BPL ceased charging commissions
for transacting the Partnership's foreign exchange forward and commodity
contracts.
(1) Liquidity.
The Partnership's assets are deposited and maintained with banks, BPL, or
in trading accounts with clearing brokers, and are used by the Partnership as
margin and collateral to engage in futures, option, and forward contract
trading. Since the Partnership's sole purpose is to trade in futures, options,
forward contracts and other commodity interests contracts, it is anticipated
that the Partnership will continue to maintain substantial liquid assets for
margin purposes. Interest income for the years ended December 31, 2000, 1999
and 1998 was $1,203,878, $842,756, and $655,889 which represented 6.2%, 4.9%,
and 4.8% of average net assets.
In the context of the commodity or futures trading industry, cash and cash
equivalents are part of the Partnership's inventory. Cash and cash equivalents
represented approximately 91% and 89% of the Partnership's total assets as of
December 31, 2000 and 1999. The cash and cash equivalents satisfy the
Partnership's need for cash on both a short term and long term basis.
Since futures contract trading generates a significant percentage of the
Partnership's income, any restriction or limit on that trading may render the
Partnership's investment in futures contracts illiquid. Most commodity
exchanges limit fluctuations in certain commodity contract prices during a
single day by regulations referred to as "daily price fluctuation limits" or
"daily limits." Pursuant to such regulations, during a single trading day, no
trade may be executed at a price beyond the daily limits. If the price for a
contract or a particular commodity has increased or decreased by an amount
equal to the "daily limit", positions in such contracts can neither be taken
nor liquidated unless traders are willing to effect trades at or within the
limit. Commodity prices have occasionally moved the daily limit for several
consecutive days with little or no trading. Such market conditions could
prevent the Partnership from promptly liquidating its commodity positions.
(2) Capital Resources.
The Partnership does not have, nor does it expect to have, any fixed
assets. Redemptions and additional sales of Units in the future will impact
the amount of funds available for investments in commodity interest contracts
in subsequent periods. As the amount of capital changes, the size of the
positions taken by the Partnership is adjusted.
9
The Partnership is currently open to new investments which can be made
quarterly. Such investments are limited to employees of TIC and its affiliates
and certain employee benefit plans, including, but not limited to, the TIC
401(k) Plan.
(3) Results of Operations.
The following table compares Net Asset Value per Unit for the years ended
December 31, 2000, 1999 and 1998.
Increase in Net Asset
Value per Unit
For the Year Ended
Net Asset -----------------------
Value Per Unit $ %
-------------- ------------ ----------
December 31, 2000...................... $7,095.78 $ 1,358.85 23.69%
December 31, 1999...................... $5,736.93 $ 392.72 7.35%
December 31, 1998...................... $5,344.21 $ 1,359.22 34.11%
Net trading gains and losses (includes realized and unrealized trading
gains, losses and commissions ("Net Trading Gains")) from strategies that use
a variety of derivative financial instruments are recorded in the statements
of income. The following table summarizes the components (in thousands) of Net
Trading Gains, for the years ended December 31, 2000, 1999 and 1998:
2000 1999 1998
------ ------ ------
Exchange traded contracts:
Interest rate futures and option contracts......... $1,794 $ 491 $3,253
Foreign exchange contracts......................... 480 (1,370) (219)
Equity index contracts............................. 1,493 (258) 782
Over-the-counter contracts:
Forward currency................................... 1,147 884 792
Commodity swaps.................................... (125) 59 (350)
Equity index swaps................................. 157 (99) 82
Interest rate swaps................................ 129 236 --
Non-financial derivative instruments................. (957) 981 (36)
------ ------ ------
Total............................................ $4,118 $ 924 $4,304
====== ====== ======
Since the Partnership is a speculative trader in the commodities markets,
current year results are not comparable to results generated in previous
years. The following table illustrates the Partnership's Net Trading Gains as
a return on average Net Assets, brokerage commissions and fees as a percentage
of average Net Assets, and incentive fees as a percentage of Net Trading
Gains.
10
For the Year Ended
--------------------------------------
December 31, December 31, December 31,
2000 1999 1998
------------ ------------ ------------
Net Trading Gains as a % of average
Net Assets......................... 21.26% 5.31% 31.43%
Brokerage Commissions & Fees as a %
of average Net Assets.............. 1.1% 1.2% 1.4%
Incentive Fees as a % of Net Trading
Gains.............................. 8.25% 6.73% 9.34%
In general, commission rates have remained stable during the past three
years. Inflation is not expected to be a major factor in the Partnership's
operations, except that traditionally commodity markets have tended to be more
active, and thus potentially more profitable, during times of high inflation.
Since the commencement of the Partnership's trading operations in July 1990,
inflation has not been a major factor in the Partnership's operations.
(4) Risk Management.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The statement requires the Partnership to
recognize all derivatives on the statements of financial condition at fair
value. SFAS No. 137 "Accounting for Derivative Instruments and Hedging
Activities-Deferral of Effective Date of SFAS No. 133," amended SFAS No. 133
to be effective for fiscal years beginning after June 15, 2000 (January 1,
2001, for all companies with calendar-year fiscal year). The Partnership has
elected early adoption of SFAS No. 133 and, accordingly, its standards are
applied in the accompanying financial statements. The Partnership has always
maintained a policy of valuing its securities positions and derivative
instruments at market or estimated fair values and of including any unrealized
gains and losses in results of operations. Accordingly, the adoption of SFAS
No. 133 has not resulted in a valuation or an accounting change in the
accompanying financial statements.
In the normal course of business, the Partnership is a party to a variety
of off-balance sheet financial instruments in connection with its trading
activities. These activities include the trading of futures, forwards,
options, swaps and other derivative instruments. For futures, forwards, swaps
and forward rate agreements the unrealized gain or loss, rather than the
contract or notional amounts, represents the approximate future cash
requirements.
The Partnership is subject to market and credit risk associated with
changes in the value of the underlying financial instruments, as well as the
loss of appreciation on certain instruments, if its counterparties fail to
perform, which amount may be in excess of the amounts recognized in the
statements of financial condition. As a writer of options, the Partnership
bears the risk of unfavorable changes in the price of the underlying
instrument which may be in excess of the premium received.
TIC takes an active role in managing and controlling the Partnership's
market and credit risk and has established formal control procedures which are
reviewed on an ongoing basis.
In order to control the Partnership's market exposure, TIC applies risk
management guidelines and policies designed to protect the Partnership's
capital. These guidelines and policies include quantitative and qualitative
criteria for evaluating the appropriate risk levels for the Partnership. TIC's
risk management committee, comprised of senior personnel from different
disciplines, regularly assesses and evaluates the Partnership's potential
exposures to market risk based on analyses performed by the Risk Management
Department. The Risk Management Department's responsibilities include:
focusing on the positions taken in various instruments and markets globally;
ascertaining that all such positions are accurately reflected on the
Partnership's position reports; and evaluating the risk exposure associated
with all of those positions. The Risk Management Department uses a statistical
technique known as Value at Risk ("VaR") to assist the Partnership in
measuring its exposure to market risk related to its trading positions. The
VaR model is a proprietary system and is one of the many analytical tools used
by the Risk Management Department to monitor and review the market risk
exposure of the Partnership's trading portfolios. The VaR model projects
potential losses of the portfolio and is based on a methodology which uses a
one-year observation period of hypothetical daily changes in trading portfolio
value, a one-day holding period and a one standard deviation level. These
figures can be scaled up to indicate risk at the 95% or 99% confidence level.
11
The following table illustrates the VaR for each component of market risk
as of December 31, 2000. The dollar values represent the VaR scaled up to a
95% confidence level.
VaR
Risk Factors (95% Confidence)
------------ ----------------
Exchange traded contracts
Interest rate futures and option contracts.............. $204,435
Foreign exchange contracts.............................. 198,000
Equity index futures.................................... 87,450
Non-derivative financial instruments..................... 29,040
--------
$518,925
--------
Cash and due from brokers are due principally from high credit quality
international financial institutions.
Exchange traded futures and option contracts are marked-to-market daily,
with variations in value settled on a daily basis with the exchange upon which
they are traded and with the futures commission merchant through which the
commodity futures and options contracts are executed. Forward contracts are
generally settled with the counterparty two days after the trade.
TIC attempts to minimize credit risk exposure to trading counterparties and
brokers through formal credit policies and monitoring procedures. TIC has
established a formal Credit Committee, comprised of senior managers from
different disciplines, that meets regularly to analyze the credit risks
associated with the Partnership's counterparties, intermediaries and service
providers. A significant portion of the Partnership's positions, including
cash and cash equivalents, are invested with or held at institutions of high
credit standing. The Credit Committee establishes counterparty exposure limits
and specifically designates which product types are approved for trading.
The Partnership also reduces its credit risk by entering into master
agreements with certain counterparties that include netting provisions that
incorporate the right of "offset" (assets less liabilities) across OTC
contracts with such counterparties. Accordingly, cash collateral received is
net against the contractual commitment asset and a liability is recorded to
the counterparty for the cash collateral pledged.
Counterparties' creditworthiness is monitored in the context of the
Partnership's overall exposure to such counterparties. BPL is the
Partnership's primary forward contract counterparty (Note 6 of the attached
Financial Statements). Notwithstanding the risk monitoring and credit review
performed by TIC with respect to its counterparties, including BPL, there
always is a risk of nonperformance.
Generally, financial contracts can be closed out at TIC's discretion. An
illiquid or closed market, however, could prevent the closeout of positions.
ITEM 8. Financial Statements and Supplementary Data.
See attached financial statements for:
Statements of Financial Condition as of December 31, 2000 and 1999
Statements of Operations for the years ended December 31, 2000, 1999 and
1998
Statements of Changes in Partners' Capital for the years ended December
31, 2000, 1999 and 1998
Notes to Financial Statements, December 31, 2000, 1999 and 1998
The financial statements presented have been prepared pursuant to rules and
regulations of the Securities and Exchange Commission ("SEC") and, in the
opinion of management of the General Partner, includes all adjustments
necessary for a fair statement of each year presented.
12
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
PART III.
ITEM 10. Directors and Executive Officers of the Registrant.
Second Management LLC, a Delaware limited liability company (the "General
Partner"), is the general partner of the Partnership. The General Partner's
principal office is located at 1275 King Street, Greenwich, Connecticut 06831;
Telephone No. 203-863-6700; and Facsimile No. 203-863-8600. The General
Partner is registered with the CFTC as a CPO and CTA and is a member of the
NFA in such capacities.
Tudor Investment Corporation, a Delaware corporation ("TIC"), is the
Trading Advisor to the Partnership. TIC's principal office is located at 1275
King Street, Greenwich, Connecticut 06831; Telephone No. 203-863-6700; and
Facsimile No. 203-863-8600. TIC is registered with the CFTC as a CPO and CTA
and is a member of the NFA in such capacities.
TIC and its United Kingdom affiliate, Tudor Capital (U.K.), L.P., act as
general partner and/or trading advisor or sub-advisor to other United States
and non-United States investment funds that invest in global (including
emerging market) fixed income and equity securities, currencies, commodities,
and derivatives.
The Board of Directors of the Trading Advisor consists of the following
people:
Paul Tudor Jones, II
Mark F. Dalton
John G. Macfarlane, III
James J. Pallotta
Andrew S. Paul
Mark Pickard
Mark V. Houghton-Berry
Robert P. Forlenza
Richard L. Fisher
With the exception of Mr. Fisher, all of the Directors are senior officers
of the Trading Advisor and/or its affiliates.
Paul Tudor Jones, II, age 46, is the Chairman and Chief Executive Officer
and the controlling stockholder of the Trading Advisor, which is a trading
advisor and pool operator for several commodity pools and investment funds.
Mr. Jones has traded commodity interests for his proprietary accounts since
September 1977 and for customer accounts since January 1981. Mr. Jones is a
member of the Commodity Exchange, Inc., the New York Board of Trade, Inc., the
Chicago Board of Trade, and the Chicago Mercantile Exchange. In addition, Mr.
Jones is a member of the Board of Directors of the Cantor Fitzgerald Futures
Exchange. Mr. Jones served as Chairman of the New York Cotton Exchange (which
is now a division of the New York Board of Trade) from August 1992 through
June 1995. Mr. Jones is the Founder and a Director of The Robin Hood
Foundation, a charitable foundation, and is a Director of the National Fish
and Wildlife Foundation and the Everglades Foundation Inc.
Mark F. Dalton, age 50, has been the President of the Trading Advisor since
September 1988. Mr. Dalton is also a director of Progenics Pharmaceuticals,
Inc., Cathay Investment Fund Limited and certain not-for-profit educational
and charitable organizations. Mr. Dalton does not participate in the trading
of commodity interest contracts for customer accounts of the Trading Advisor
or its affiliates.
John G. Macfarlane, III, age 46, is the Chief Operating Officer and a
Managing Director of the Trading Advisor. Prior to joining the Trading Advisor
in January 1998, Mr. Macfarlane was employed by Salomon
13
Brothers and its affiliates where he served in various senior positions,
including Managing Director and head of United States and Asian Fixed Income
Derivatives and Treasurer. Mr. Macfarlane is a Director of the Futures
Industry Association. Mr. Macfarlane does not participate in the trading of
customer accounts of the Trading Advisor or its affiliates.
James J. Pallotta, age 43, is a Managing Director and the Director--U.S.
Equities Group of the Trading Advisor. Mr. Pallotta was previously a principal
portfolio manager at Essex Investment Management, Inc. ("Essex"). He joined
Essex in 1983 as a Vice President, became a Senior Vice President and the
Director of Research in 1989, and commenced actively directing the management
of client funds in January 1989. He became a member of the Board of Directors
of Essex in 1990. Mr. Pallotta joined the Trading Advisor in August 1993.
Andrew S. Paul, age 48, is a Managing Director, the General Counsel and the
Secretary of the Trading Advisor. Mr. Paul joined the Trading Advisor in July
1989. Mr. Paul does not participate in the trading of customer accounts for
the Trading Advisor or its affiliates.
Mark Pickard, age 45, is a Managing Director and the Chief Financial
Officer of the Trading Advisor. From May 1995 until June 1996, Mr. Pickard was
a Managing Director of Tudor Software, L.L.C. Mr. Pickard does not participate
in the trading of customer accounts for the Trading Advisor or its affiliates.
Mark V. Houghton-Berry, age 42, is a Managing Director of the affiliates of
the Trading Advisor that maintain offices in Surrey, England. Prior to joining
Tudor in July 1995, Mr. Houghton-Berry was an Executive Director and Head of
Proprietary Trading in London with Goldman Sachs International.
Robert P. Forlenza, age 45, is a Managing Director of the Trading Advisor.
Mr. Forlenza joined the Trading Advisor in January 1995. From 1989 until
January 1995, Mr. Forlenza was a Vice President of Carlisle Capital
Corporation, a private leveraged buyout firm. Mr. Forlenza does not
participate in the trading of commodity interest contracts for customer
accounts of the Trading Advisor or its affiliates.
Richard L. Fisher, age 47, is an outside Director of the Trading Advisor.
Since September 1983, Mr. Fisher has been a Managing Director of Dunavant
Enterprises, Inc. Mr. Fisher has been a Director of the Trading Advisor since
June 1991. Mr. Fisher does not participate in the trading or day-to-day
management of the Trading Advisor or its affiliates.
There have been no material administrative, civil or criminal actions
against the General Partner, TIC or any of their executive officers or
directors within the last five years, except as follows.
On September 12, 1996, TIC settled a proceeding with the SEC related to
alleged violations of the "uptick rule" in connection with certain sales of
stock over a two-day period in March 1994. Without admitting or denying the
SEC's findings, TIC paid a civil penalty of $800,000 and agreed not to violate
the uptick rule in the future. This settlement did not have a material adverse
effect on the business, financial condition or results of operations of TIC,
the General Partner or the Partnership.
ITEM 11. Executive Compensation.
The Partnership has no officers or directors. The General Partner
administers the business and affairs of the Partnership. Mr. Jones, the
Chairman, Chief Executive Officer and controlling shareholder of the General
Partner receives no compensation from the Partnership. TIC earned $656,067,
$357,955, and $641,936 in incentive and management fees from the Partnership
during 2000, 1999 and 1998.
14
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners. As of March 1, 2001,
the only Unit holders who owned more than five percent (5%) of the total Units
outstanding were:
No.
Name Address Units Percent
- ---- ------- ------- -------
Tudor 401K Savings and 1275 King Street 707.499 18.1%
Profit-Sharing Plan Greenwich, CT 06831
Robert P. Forlenza (1) c/o Tudor Investment Corporation 229.498 5.9%
1275 King Street
Greenwich, CT 06831
Mark Pickard (2) c/o Tudor Investment Corporation 223.004 5.7%
1275 King Street
Greenwich, CT 06831
Second Management LLC 1275 King Street 196.580 5.0%
Greenwich, CT 06831
- --------
(1) Robert P. Forlenza is a Managing Director and Director of TIC.
(2) Mark Pickard is a Managing Director and the Chief Financial Officer of the
General Partner and TIC and a Director of TIC.
(b) Security Ownership of Management. As of January 1, 2001, the General
Partner and the executive officers of the General Partner collectively owned
16.47% of the outstanding interests in the Partnership. As of January 1, 2001,
in addition to the persons identified in the table above, Mark Dalton and
Andrew Paul, each of whom is a principal of both the General Partner and the
Trading Advisor, owned 118.8156 Units (3.04%) and 105.6967 Units (2.70%),
respectively.
(c) Changes in Control. There have been no changes in control of the
Partnership.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
See Item 1(a), General Development of Business, Management; Item 1(c)
(1)(x), Narrative Description of Business, Competition; Item 11, Executive
Compensation; and Note 6--"Related Party Transactions" of "Notes To
Financial Statements" in the accompanying Financial Statements.
(b) Certain Business Relationships.
(1) None.
(2) The Partnership incurred incentive and management fees payable to
TIC of $656,067, $357,955 and $641,936 for the years ended December 31,
2000, 1999, and 1998, which were in excess of 10% of the Partnership's
total revenue of $5,538,110, $1,981,370, and $5,159,521 for the respective
periods referred to above.
(3) None.
(4) Not applicable.
(5) Not applicable.
15
PART IV.
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial Statements.
The following financial statements and report of independent public
accountants are set forth in the annexed financial statements:
Report of Independent Public Accountants
Statements of Financial Condition as of December 31, 2000 and 1999
For the years ended December 31, 2000, 1999 and 1998:
Statements of Operations
Statements of Changes in Partners' Capital
Notes to Financial Statements, December 31, 2000, 1999 and 1998
The Partnership meets all the provisions of SFAS No. 102, Paragraph 7,
"Statement of Cash Flows--Exemption of Certain Enterprises and Classification
of Cash Flows from Certain Securities Required for Resale." Therefore,
statements of cash flows have not been provided.
2. No financial statement schedules are required to be filed.
3. Exhibits. (unless otherwise indicated, each Exhibit was previously filed
and has not been amended in any material respect).
1.01 Form of Selling Agreement among Cargill Investor Services,
Inc., Second Management LLC, and the Partnership.
3.01 Form of Second Amended and Restated Limited Partnership
Agreement of the Partnership.
3.02(a) Certificate of Limited Partnership of the Partnership.
3.02(b) Amendment to the Certificate of Limited Partnership of the
Partnership.
10.01(a) Form of Amended and Restated Customer Foreign Exchange
Agreement between the Partnership and Bellwether Partners LLC.
10.02(a) Form of Management Agreement among the Partnership, Second
Management Company, Inc. (succeeded by Second Management LLC),
and Tudor Investment Corporation.
10.02(b) Form of Amendment to Management Agreement among the
Partnership, Second Management Company, Inc., and Tudor
Investment Corporation.
10.03(a) Form of Subscription Agreement and Power of Attorney to be
executed by purchasers of Units who are individuals.
10.03(b) Form of Subscription Agreement and Power of Attorney to be
executed by a Trustee of the Tudor Investment Corporation
401(k) Savings and Profit-Sharing Plan.
10.03(c) Form of Representations to be made by participants in the
Tudor Investment Corporation 401(k) Savings and Profit Sharing
Plan.
10.03(d)Form of Subscription Agreement for use in making additions to
existing accounts.
10.04(a) Form of Escrow Agreement among the Partnership, Seventh
Management, Inc., and United States Trust Company of New York.
10.04(b) Form of Amendment to Escrow Agreement among the Partnership,
Cargill Investor Services, Inc., and United States Trust
Company of New York.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the year ended December 31,
2000.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Tudor Fund For Employees L.P.
By: Second Management LLC,
General Partner
By: _________________________________
Mark F. Dalton President
Date: March 30, 2001
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SECOND MANAGEMENT LLC
March 30, 2001
By: _________________________________
Paul T. Jones, II, Chairman and
Chief Executive Officer
March 30, 2001
By: _________________________________
Mark F. Dalton, President
March 30, 2001
By: _________________________________
John Macfarlane, Managing Director
and Chief Operating Officer
March 30, 2001
By: _________________________________
Mark Pickard, Managing Director
and Chief Financial Officer
March 30, 2001
By: _________________________________
Andrew S. Paul, Managing Director,
General Counsel and Secretary
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Tudor Fund For Employees L.P.
By: Second Management LLC,
General Partner
/s/ Mark F. Dalton
By: _________________________________
Mark F. Dalton President
Date: March 30, 2001
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SECOND MANAGEMENT LLC
/s/ Paul T. Jones, II March 30, 2001
By: _________________________________
Paul T. Jones, II, Chairman and
Chief Executive Officer
/s/ Mark F. Dalton March 30, 2001
By: _________________________________
Mark F. Dalton, President
/s/ John Macfarlane March 30, 2001
By: _________________________________
John Macfarlane, Managing Director
and Chief Operating Officer
/s/ Mark Pickard March 30, 2001
By: _________________________________
Mark Pickard, Managing Director
and Chief Financial Officer
/s/ Andrew S. Paul March 30, 2001
By: _________________________________
Andrew S. Paul, Managing Director,
General Counsel and Secretary
18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Tudor Fund For Employees L.P.:
We have audited the accompanying statements of financial condition of Tudor
Fund For Employees L.P. (a Delaware limited partnership) as of December 31,
2000 and 1999, and the related statements of operations and changes in
partners' capital for each of the three years in the period ended December 31,
2000. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the 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. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tudor Fund For Employees L.P.
as of December 31, 2000 and 1999, and the results of its operations for each
of the three years in the period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States.
/s/ Arthur Andersen LLP
New York, New York
March 8, 2001
19
TUDOR FUND FOR EMPLOYEES L.P.
STATEMENTS OF FINANCIAL CONDITION
December 31, 2000 and 1999
2000 1999
----------- -----------
ASSETS
Cash and cash equivalents............................ $25,307,514 $19,825,187
Due from brokers..................................... 2,610,863 2,416,977
----------- -----------
Total assets....................................... $27,918,377 $22,242,164
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Pending partner additions............................ $ 4,931,369 $ 3,067,980
Redemptions payable.................................. 369,794 2,654,830
Incentive fee payable................................ 339,869 62,184
Management fee payable............................... 29,661 51,617
Accrued professional fees and other.................. 86,612 73,338
----------- -----------
Total liabilities.................................. 5,757,305 5,909,949
----------- -----------
PARTNERS' CAPITAL:
Limited Partners, 20,000 units authorized and
2,926.555
and 2,650.276 units outstanding as of December 31,
2000 and 1999....................................... $20,766,179 $15,204,445
General Partner, 196.580 units outstanding as of
December 31, 2000 and 1999.......................... 1,394,893 1,127,770
----------- -----------
Total partners' capital............................ 22,161,072 16,332,215
----------- -----------
Total liabilities and partners' capital............ $27,918,377 $22,242,164
=========== ===========
The accompanying notes are an integral part of these statements.
20
TUDOR FUND FOR EMPLOYEES L.P.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
---------- ---------- ----------
Revenues:
Net realized trading gain.................. $4,697,983 $1,048,971 $3,978,084
Change in net unrealized trading gain
(loss).................................... (373,658) 84,556 519,794
Interest income............................ 1,213,785 847,843 661,643
---------- ---------- ----------
Total revenues........................... 5,538,110 1,981,370 5,159,521
---------- ---------- ----------
Expenses:
Brokerage commissions and fees............. 206,690 209,689 194,098
Management fee............................. 316,198 295,771 239,867
Incentive fee.............................. 339,869 62,184 402,069
Professional fees and other................ 162,807 111,279 120,599
Interest expense........................... 9,907 5,087 5,754
---------- ---------- ----------
Total expenses........................... 1,035,471 684,010 962,387
---------- ---------- ----------
Net income............................... $4,502,639 $1,297,360 $4,197,134
========== ========== ==========
Limited Partners' Net Income................. $4,235,516 $1,220,159 $3,929,937
General Partner's Net Income................. 267,123 77,201 267,197
---------- ---------- ----------
Net income................................. $4,502,639 $1,297,360 $4,197,134
========== ========== ==========
Change in Net Asset Value Per Unit......... $ 1,358.85 $ 392.72 $ 1,359.22
---------- ---------- ----------
Net Income Per Unit........................ $ 1,337.56 $ 378.91 $ 1,327.46
---------- ---------- ----------
The accompanying notes are an integral part of these statements.
21
TUDOR FUND FOR EMPLOYEES L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Years Ended December 31, 2000, 1999 and 1998
Limited Partners General Partner Net Asset
----------------------- ------------------ Total Value
Units Capital Units Capital Capital Per Unit
---------- ----------- ------- ---------- ----------- ---------
PARTNERS' CAPITAL,
January 1, 1998........ 2,186.284 $ 8,712,315 196.580 $ 783,372 $ 9,495,687 $3,984.99
Net income............. -- 3,929,937 -- 267,197 4,197,134
TIC 401(k) Plan unit
adjustment (Note 3)... 24.416 -- -- -- --
Capital contributions.. 1,303.556 5,270,917 -- -- 5,270,917
Redemptions............ (924.435) (4,072,626) -- -- (4,072,626)
---------- ----------- ------- ---------- -----------
PARTNERS' CAPITAL,
December 31, 1998...... 2,589.821 13,840,543 196.580 1,050,569 14,891,112 $5,344.21
Net income............. -- 1,220,159 -- 77,201 1,297,360
TIC 401(k) Plan unit
adjustment (Note 3)... 14.141 -- -- -- --
Capital contributions.. 1,051.500 5,489,765 -- -- 5,489,765
Redemptions............ (1,005.186) (5,346,022) -- -- (5,346,022)
---------- ----------- ------- ---------- -----------
PARTNERS' CAPITAL,
December 31, 1999...... 2,650.276 15,204,445 196.580 1,127,770 16,332,215 $5,736.93
Net income............. -- 4,235,516 267,123 4,502,639
TIC 401(k) Plan unit
adjustment (Note 3)... 27.169 -- -- -- --
Capital contributions.. 959.408 5,416,452 -- -- 5,416,452
Redemptions............ (710.298) (4,090,234) -- -- (4,090,234)
---------- ----------- ------- ---------- -----------
PARTNERS' CAPITAL,
December 31, 2000...... 2,926.555 $20,766,179 196.580 $1,394,893 $22,161,072 $7,095.78
========== =========== ======= ========== =========== =========
The accompanying notes are an integral part of these statements.
22
TUDOR FUND FOR EMPLOYEES L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 2000, 1999 and 1998
1. Organization and Business
Tudor Fund For Employees L.P. (the "Partnership") was organized under the
Delaware Revised Uniform Limited Partnership Act (the "Act") on November 22,
1989, and commenced trading operations on July 2, 1990. Second Management LLC
(the "General Partner") is the general partner of the Partnership. Tudor
Investment Corporation ("TIC"), an affiliate of the General Partner, acts as
the trading advisor of the Partnership. The General Partner is registered with
the Commodity Futures Trading Commission as a Commodity Pool Operator and a
Commodity Trading Advisor and is a member of the National Futures Association
in such capacities. Ownership of limited partnership units is restricted to
either employees of TIC and its principals or its affiliates.
The objective of the Partnership is to realize capital appreciation through
speculative trading of futures, forwards, option contracts and other
derivative instruments, including commodity interests (collectively,
"derivative instruments"). The Partnership will terminate on December 31, 2010
or at an earlier date if certain conditions occur as outlined in the Second
Amended and Restated Partnership Agreement dated as of May 22, 1996 ("the
Limited Partnership Agreement").
Duties of the General Partner
The General Partner acts as the commodity pool operator of the Partnership
and is responsible for the selection and monitoring of the commodity trading
advisors and the commodity brokers used by the Partnership. The General
Partner is also responsible for the performance of all administrative services
necessary to the Partnership's operations.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents include cash held at banks and overnight time
deposits.
Revenue Recognition and Valuation Methodologies
Trading activities, including related revenues and expenses, are recorded
on a trade date basis. Interest income and expense are recorded on the accrual
basis.
Derivative instruments are valued at independent market values when
available from major exchanges or, if none is available, at independent broker
quotations or fair value as determined by management. In determining fair
value, management utilizes pricing models with market quoted inputs and also
considers closing exchange prices of related instruments, time value of money,
volatility factors of the underlying instruments, and other market conditions.
The valuations are comparable to those obtained from the counterparties to the
contracts.
Brokerage Commissions and Fees
These expenses represent all brokerage commissions, exchange, National
Futures Association and other fees incurred in connection with the execution
and clearing of commodity interests trades. Commissions and fees associated
with open commodity interests at the end of the period are accrued.
23
TUDOR FUND FOR EMPLOYEES L.P.
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 2000, 1999 and 1998
Incentive Fee
The Partnership pays TIC, as trading advisor, an incentive fee equal to 12%
of the Net Trading Profits (as defined in the Limited Partnership Agreement),
earned as of the end of each fiscal quarter of the Partnership. Since
inception of the TIC 401(k) Savings and Profit-Sharing Plan (the "TIC 401(k)
Plan"), TIC has waived its right to receive an incentive fee attributable to
units held at the beginning of each month by the TIC 401(k) Plan.
Management Fee
The Partnership also pays TIC, for the performance of its duties, a monthly
management fee equal to 1/12 of 2% (2% per annum) of the Partnership's net
assets (as defined in the Limited Partnership Agreement). Since inception of
the TIC 401(k) Plan, TIC has waived its right to receive a management fee
attributable to units held at the beginning of each month by the TIC 401(k)
Plan.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are translated at
year-end exchange rates. Gains and losses resulting from foreign currency
transactions are calculated using daily exchange rates and are included in the
accompanying statements of operations.
Due From Brokers
Due from brokers primarily consists of foreign currencies and cash balances
carried as margin deposits with clearing brokers for the purpose of trading in
commodity interests, futures contracts and other derivative instruments. Also
included in due from brokers is the unrealized gains and losses on open
commodity interests, futures contracts and other derivative instruments. As of
December 31, 2000 and 1999, due from broker was comprised of $2,212,410 and
$1,622,633 in cash balances and foreign currencies and $401,008 and $794,344
in unrealized gains on commodity interests, open futures contracts and other
derivative instruments.
Pending Partner Additions
Pending partner additions is comprised of cash received prior to year-end
for which units were issued on January 1 of the subsequent year. Pending
partner additions did not participate in the earnings of the Partnership until
the related units were issued.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Management believes that the estimates
utilized in preparing the financial statements are reasonable and prudent;
however, actual results could differ from these estimates.
Reclassifications
Certain reclassifications have been made to prior year balances to conform
with current year presentation.
24
TUDOR FUND FOR EMPLOYEES L.P.
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 2000, 1999 and 1998
Recent Accounting Pronouncements
In September of 2000, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities--a
replacement of FASB Statement No. 125" ("SFAS 140"). SFAS 140 amends the
recognition and reclassification of collateral and disclosures related to
securitization transactions and collateral. These changes are effective for
fiscal years ending after December 15, 2000. SFAS 140 also amends the
accounting for transfers and servicing of financial assets and extinguishments
of liabilities occurring after March 31, 2001. The impact of the SFAS 140
provisions as of December 31, 2000 and effective subsequent to March 31, 2001
are not anticipated to have a material impact on the Partnership's financial
statements.
3. Capital Accounts
The minimum subscription amount is $1,000 for new Limited Partners.
Additional contributions may be made in increments of $1,000. Both
subscriptions and contributions may be made quarterly, at the beginning of the
respective month.
Each partner, including the General Partner, has a capital account with an
initial balance equal to the amount such partner paid for its units. The
Partnership's net assets are determined monthly, and any increase or decrease
from the end of the preceding month is added to or subtracted from the capital
accounts of the partners based on the ratio that the balance of each capital
account bears in relation to the balance of all capital accounts as of the
beginning of the month. The number of units held by the TIC 401(k) Plan will
be restated as necessary for management and incentive fees attributable to
units held at the beginning of each month by the TIC 401(k) Plan to equate the
per unit value of the TIC 401(k) Plan's capital account with the Partnership's
per unit value.
4. Redemption of Units
At each quarter-end, units are redeemable at the discretion of each limited
partner. Redemption of units in $1,000 increments and full redemption of all
units are made at 100% of the net asset value per unit effective as of the
last business day of any quarter as defined in the Limited Partnership
Agreement. Partial redemptions of units which would reduce the net asset value
of a limited partner's unredeemed units to less than the minimum investment
then required of new limited partners or such limited partner's initial
investment, whichever is less, will be honored only to the extent of such
limitation.
5. Income Taxes
No provision for income taxes has been made in the accompanying financial
statements. Partners are responsible for reporting income or loss based upon
their respective share of revenue and expenses of the Partnership.
6. Related Party Transactions
The General Partner, due to its relationship with its affiliates and
certain other parties, may enter into certain related party transactions.
25
TUDOR FUND FOR EMPLOYEES L.P.
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 2000, 1999 and 1998
Bellwether Partners LLC ("BPL"), a Delaware limited liability company and
an affiliate of the General Partner, is the Partnership's primary forward
contract counterparty. Effective August 1, 1995, BPL ceased charging
commissions for transacting the Partnership's foreign exchange and commodity
forward contracts. The Partnership typically has on deposit with BPL, as
collateral for forward contracts, up to 5% of the Partnership's net assets.
During 2000, 1999 and 1998, the Partnership earned interest income of $37,163,
$30,518 and $60,264, respectively, from deposits of collateral with BPL. At
December 31, 2000, 1999 and 1998, the amounts on deposit with BPL were
$1,128,484, $540,796, and $657,501 (including ($2,428), $74,335 and $82,643 in
unrealized trading gains (losses)) as of December 31, 2000, 1999 and 1998,
respectively.
Bellwether Futures LLC ("BFL"), a Delaware limited liability company, is an
affiliate of the General Partner and is qualified to do business in Illinois.
Effective January 1, 1996, BFL ceased collecting give-up fees from the
Partnership as compensation for assisting in the execution of treasury bond
futures by floor brokers on the Chicago Board of Trade.
TIC receives incentive and management fees as compensation for acting as
trading advisor (Note 2).
7. Financial Instruments with Off-Balance Sheet Market Risk and Concentration
of Credit Risk
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The statement requires the Partnership to
recognize all derivatives on the statements of financial condition at fair
value. SFAS No. 137 "Accounting for Derivative Instruments and Hedging
Activities-Deferral of Effective Date of SFAS No. 133," amended SFAS No. 133
to be effective for fiscal years beginning after June 15, 2000 (January 1,
2001, for all companies with calendar-year fiscal year). The Partnership has
elected early adoption of SFAS No. 133 and, accordingly, its standards are
applied in the accompanying financial statements. The Partnership has always
maintained a policy of valuing its securities positions and derivative
instruments at market or estimated fair values and of including any unrealized
gains and losses in results of operations. Accordingly, the adoption of SFAS
No. 133 has not resulted in a valuation or an accounting change in the
accompanying financial statements.
In the normal course of business, the Partnership is a party to a variety
of off-balance sheet financial instruments in connection with its trading
activities. These activities include the trading of futures, forwards,
options, swaps and other derivative instruments. For futures, forwards, swaps
and forward rate agreements the unrealized gain or loss, rather than the
contract or notional amounts, represents the approximate future cash
requirements.
The Partnership is subject to market and credit risk associated with
changes in the value of the underlying financial instruments, as well as the
loss of appreciation on certain instruments, if its counterparties fail to
perform, which amount may be in excess of the amounts recognized in the
statements of financial condition. As a writer of options, the Partnership
bears the risk of unfavorable changes in the price of the underlying
instrument which may be in excess of the premium received.
TIC takes an active role in managing and controlling the Partnership's
market and credit risk and has established formal control procedures which are
reviewed on an ongoing basis.
26
TUDOR FUND FOR EMPLOYEES L.P.
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 2000, 1999 and 1998
In order to control the Partnership's market exposure, TIC applies risk
management guidelines and policies designed to protect the Partnership's
capital. These guidelines and policies include quantitative and qualitative
criteria for evaluating the appropriate risk levels for the Partnership. TIC's
risk management committee, comprised of senior personnel from different
disciplines, regularly assesses and evaluates the Partnership's potential
exposures to market risk based on analyses performed by the Risk Management
Department. The Risk Management Department's responsibilities include:
focusing on the positions taken in various instruments and markets globally;
ascertaining that all such positions are accurately reflected on the
Partnership's position reports; and evaluating the risk exposure associated
with all of those positions. The Risk Management Department uses a statistical
technique known as Value at Risk ("VaR") to assist the Partnership in
measuring its exposure to market risk related to its trading positions. The
VaR model is a proprietary system and is one of the many analytical tools used
by the Risk Management Department to monitor and review the market risk
exposure of the Partnership's trading portfolios. The VaR model projects
potential losses of the portfolio and is based on a methodology which uses a
one-year observation period of hypothetical daily changes in trading portfolio
value, a one-day holding period and a one standard deviation level. These
figures can be scaled up to indicate risk at the 95% or 99% confidence level.
TIC attempts to minimize credit risk exposure to trading counterparties and
brokers through formal credit policies and monitoring procedures. TIC has
established a formal Credit Committee, comprised of senior managers from
different disciplines, that meets regularly to analyze the credit risks
associated with the Partnership's counterparties, intermediaries and service
providers. A significant portion of the Partnership's positions, including
cash and cash equivalents, are invested with or held at institutions of high
credit standing. The Credit Committee establishes counterparty exposure limits
and specifically designates which product types are approved for trading.
The Partnership also reduces its credit risk by entering into master
agreements with certain counterparties that include netting provisions that
incorporate the right of "offset" (assets less liabilities) across OTC
contracts with such counterparties. Accordingly, cash collateral received is
net against the contractual commitment asset and a liability is recorded to
the counterparty for the cash collateral pledged.
The Partnership has bi-lateral collateral agreements ("Collateral
Agreements") with its counterparties whereby the Partnership is required to
monitor the fair value of its derivative transactions on a daily basis and
will pledge or pull back additional collateral as necessary. As of December
31, 2000, the Partnership has pledged $351,000 and received $60,000 of cash
collateral, respectively, under these Collateral Agreements. The Partnership
records cash collateral posted as a receivable from the counterparty. The
Partnership nets this cash received against the contractual commitment asset,
when legal right of off-set exists and records a liability to the counterparty
for this cash collateral. As of December 31, 2000, the Partnership has no
securities collateral pledged or received under these Collateral Agreements.
Counterparties' creditworthiness is monitored in the context of the
Partnership's overall exposure to such counterparties. BPL is the
Partnership's primary forward contract counterparty (Note 6). Notwithstanding
the risk monitoring and credit review performed by TIC with respect to its
counterparties, including BPL, there always is a risk of nonperformance.
27
TUDOR FUND FOR EMPLOYEES L.P.
NOTES TO FINANCIAL STATEMENTS--(Continued)
December 31, 2000, 1999 and 1998
The following table summarizes the Partnership's year-end assets and
liabilities at December 31, 2000 and 1999, resulting from unrealized gains and
losses on derivative instruments included in the statements of financial
condition (000's omitted):
2000 1999
------------------ ------------------
Assets Liabilities Assets Liabilities
------ ----------- ------ -----------
Exchange traded contracts:
Interest rate contracts............. $182 $-- $244 $12
Foreign exchange contracts.......... -- 6 64 --
Equity index contracts.............. 124 -- 56 3
Over-the-counter contracts:
Commodity swaps..................... 94 -- 27 --
Equity swaps........................ -- -- -- 1
Interest rate swaps................. 7 -- 236 --
Non-financial instruments............. -- -- 183 --
---- --- ---- ---
$407 $ 6 $810 $16
==== === ==== ===
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