Attached files
file | filename |
---|---|
EX-31.2 - EX-31.2 - DIVERSIFIED 2000 FUTURES FUND L.P. | y02404exv31w2.htm |
EX-32.1 - EX-32.1 - DIVERSIFIED 2000 FUTURES FUND L.P. | y02404exv32w1.htm |
EX-32.2 - EX-32.2 - DIVERSIFIED 2000 FUTURES FUND L.P. | y02404exv32w2.htm |
EX-31.1 - EX-31. - DIVERSIFIED 2000 FUTURES FUND L.P. | y02404exv31w1.htm |
EX-3.2.C - EX-3.2.C - DIVERSIFIED 2000 FUTURES FUND L.P. | y02404exv3w2wc.htm |
EX-3.2.B - EX-3.2.B - DIVERSIFIED 2000 FUTURES FUND L.P. | y02404exv3w2wb.htm |
EX-3.2.A - EX-3.2.A - DIVERSIFIED 2000 FUTURES FUND L.P. | y02404exv3w2wa.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended September 30, 2009
OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 000-32599
DIVERSIFIED 2000 FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
New York | 13-4077759 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
c/o Ceres
Managed Futures LLC
55 East 59th Street - 10th Floor
New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212) 559-2011
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated filer | Accelerated filer | Non-accelerated filer X | Smaller reporting company |
Indicate by check mark whether the registrant is a shell company
(as defined in
rule 12b-2
of the Exchange Act).
Yes No X
As of October 31, 2009, 48,434.6502 Limited Partnership
Redeemable Units were outstanding.
DIVERSIFIED 2000 FUTURES FUND L.P.
FORM 10-Q
INDEX
2
Table of Contents
PART
I
Item 1. Financial
Statements
Diversified 2000 Futures Fund L.P.
(Unaudited)
September 30, |
December 31, |
|||||||
2009 | 2008 | |||||||
Assets:
|
||||||||
Investment in Partnerships, at fair value
|
$ | 71,807,566 | $ | 92,202,668 | ||||
Cash
|
100,784 | 81,013 | ||||||
Total assets
|
$ | 71,908,350 | $ | 92,283,681 | ||||
Liabilities and Partners Capital:
|
||||||||
Liabilities:
|
||||||||
Accrued expenses:
|
||||||||
Brokerage commissions
|
$ | 323,588 | $ | 415,277 | ||||
Management fees
|
106,355 | 134,150 | ||||||
Incentive fees
|
394,246 | 2,324,181 | ||||||
Other
|
109,292 | 90,877 | ||||||
Redemptions payable
|
498,000 | 2,406,939 | ||||||
Total liabilities
|
1,431,481 | 5,371,424 | ||||||
Partners Capital:
|
||||||||
General Partner, 685.2830 and 2,005.1490 Unit equivalents
outstanding at
September 30, 2009 and December 31, 2008, respectively |
979,948 | 2,975,581 | ||||||
Limited Partners, 48,599.5980 and 56,562.1227
Redeemable Units of Limited Partnership Interest outstanding
at September 30, 2009 and December 31, 2008, respectively
|
69,496,921 | 83,936,676 | ||||||
Total partners capital
|
70,476,869 | 86,912,257 | ||||||
Total liabilities and partners capital
|
$ | 71,908,350 | $ | 92,283,681 | ||||
See accompanying notes to financial statements.
3
Table of Contents
Diversified 2000 Futures Fund L.P.
September 30, 2009
(Unaudited)
% of Partners |
||||||||
Fair Value | Capital | |||||||
Investment in Partnerships
|
||||||||
CMF Campbell Master Fund L.P.
|
$ | 6,920,819 | 9.82 | % | ||||
CMF Aspect Master Fund L.P.
|
20,536,072 | 29.14 | ||||||
CMF Graham Capital Master Fund L.P.
|
22,859,648 | 32.44 | ||||||
CMF SandRidge Master Fund L.P.
|
14,042,478 | 19.92 | ||||||
CMF Eckhardt Master Fund L.P.
|
7,448,549 | 10.57 | ||||||
Total investment in Partnerships, at fair value
|
$ | 71,807,566 | 101.89 | % | ||||
See accompanying notes to financial statements.
4
Table of Contents
Diversified 2000 Futures Fund L.P.
Schedule of Investments
December 31, 2008
(Unaudited)
% of Partners |
||||||||
Fair Value | Capital | |||||||
Investment in Partnerships
|
||||||||
CMF Campbell Master Fund L.P.
|
$ | 13,096,955 | 15.07 | % | ||||
CMF Aspect Master Fund L.P.
|
30,244,967 | 34.80 | ||||||
CMF Graham Capital Master Fund L.P.
|
28,384,660 | 32.66 | ||||||
CMF SandRidge Master Fund L.P.
|
12,612,757 | 14.51 | ||||||
CMF Eckhardt Master Fund L.P.
|
7,863,329 | 9.05 | ||||||
Total investment in Partnerships, at fair value
|
$ | 92,202,668 | 106.09 | % | ||||
See accompanying notes to financial statements.
5
Table of Contents
Diversified 2000 Futures Fund L.P.
Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Income: |
||||||||||||||||
Net gains (losses) on trading of commodity interests and investment in Partnerships: |
||||||||||||||||
Net realized gains (losses) on investment in Partnerships |
$ | 2,380,985 | $ | (1,508,503 | ) | $ | (2,092,976 | ) | $ | 11,886,677 | ||||||
Change in net unrealized gains (losses) on investment in Partnerships |
2,181,051 | (4,757,845 | ) | 3,879,600 | (228,362 | ) | ||||||||||
Gain (loss) from trading, net |
4,562,036 | (6,266,348 | ) | 1,786,624 | 11,658,315 | |||||||||||
Interest income from investment in Partnerships |
15,330 | 283,157 | 49,321 | 997,792 | ||||||||||||
Total income (loss) |
4,577,366 | (5,983,191 | ) | 1,835,945 | 12,656,107 | |||||||||||
Expenses: |
||||||||||||||||
Brokerage commissions including clearing fees |
1,010,477 | 1,328,228 | 3,256,812 | 4,242,266 | ||||||||||||
Management fees |
316,434 | 417,277 | 1,027,091 | 1,318,013 | ||||||||||||
Incentive fees |
122,490 | (1,149,560 | ) | 394,246 | 682,047 | |||||||||||
Other |
88,912 | 50,574 | 231,872 | 173,579 | ||||||||||||
Total expenses |
1,538,313 | 646,519 | 4,910,021 | 6,415,905 | ||||||||||||
Net income (loss) |
3,039,053 | (6,629,710 | ) | (3,074,076 | ) | 6,240,202 | ||||||||||
Redemptions General Partner |
| | (1,885,638 | ) | | |||||||||||
Redemptions Limited Partners |
(1,984,268 | ) | (5,327,392 | ) | (11,475,674 | ) | (16,415,005 | ) | ||||||||
Net increase (decrease) in Partners Capital |
1,054,785 | (11,957,102 | ) | (16,435,388 | ) | (10,174,803 | ) | |||||||||
Partners Capital, beginning of period |
69,422,084 | 100,749,908 | 86,912,257 | 98,967,609 | ||||||||||||
Partners Capital, end of period |
$ | 70,476,869 | $ | 88,792,806 | $ | 70,476,869 | $ | 88,792,806 | ||||||||
Net Asset Value per Unit
(49,284.8810 and 64,901.4762 Units outstanding at
September 30, 2009 and 2008, respectively) |
$ | 1,429.99 | $ | 1,368.12 | $ | 1,429.99 | $ | 1,368.12 | ||||||||
Net income (loss) per Redeemable Unit of Limited Partnership Interest
and General Partner Unit equivalent |
$ | 60.90 | $ | (95.97 | ) | $ | (53.98 | ) | $ | 79.49 | ||||||
Weighted average units outstanding |
50,113.1306 | 67,839.0313 | 53,532.3089 | 71,555.6324 | ||||||||||||
See accompanying notes to financial statements.
6
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
1. | General: |
Diversified 2000 Futures Fund L.P., (formerly
known as Citigroup Diversified 2000 Futures Fund L.P.)
(the Partnership) is a limited partnership organized
under the partnership laws of the State of New York on
August 25, 1999 to engage indirectly, in the speculative
trading of a diversified portfolio of commodity interests
including futures contracts, options, swaps and forward
contracts. The sectors traded include currencies, energy,
grains, indices, U.S. and non-U.S. interest rates, livestock, lumber,
metals and softs. The commodity interests that are traded by the
Partnership through its investment in Partnerships, are volatile
and involve a high degree of market risk. The Partnership
commenced trading operations on June 1, 2000.
Between January 31, 2000 (commencement of the offering
period) and May 30, 2000, 16,045 redeemable units of
limited partnership interest (Redeemable Units) and
162 Redeemable Unit equivalents representing the general
partners contribution were sold at $1,000 per Unit. The
proceeds of the initial offering were held in an escrow account
until May 31, 2000, at which time they were turned over to
the Partnership for trading. The Partnership was authorized to sell 150,000 Redeemable Units during its initial offering period. As of November 25, 2002, the Partnership was authorized to
sell an additional 40,000 Redeemable Units. The Partnership no longer offers Redeemable Units for sale.
Ceres Managed Futures LLC (formerly Citigroup Managed Futures LLC), a Delaware limited
liability company, acts as the general partner (the General Partner) and commodity pool operator
of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings
LLC (MSSB Holdings), a newly registered non-clearing futures commission merchant and a member of
the National Futures Association. Morgan Stanley, indirectly through various subsidiaries, owns
51% of MSSB Holdings. Citigroup Global Markets Inc. (CGM), the commodity broker and a selling
agent for the Partnership, owns 49% of MSSB Holdings. Citigroup Inc. (Citigroup), indirectly
through various subsidiaries, wholly owns CGM. Prior to July 31, 2009, the date as of which MSSB
Holdings became its owner, the General Partner was wholly owned by Citigroup Financial Products
Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which
is Citigroup.
As of September 30, 2009, all trading decisions for the
Partnership are made by Campbell & Company, Inc.,
(Campbell), Graham Capital Management L.P.
(Graham), Aspect Capital Limited
(Aspect), Eckhardt Trading Company
(Eckhardt) and SandRidge Capital L.P.
(SandRidge) (each, an Advisor, and
collectively, the Advisors).
The General Partner and each Limited Partner share in the profits and losses of the Partnership in proportion to the amount
of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in
excess of their initial capital contribution and profits, if any, net of distributions.
The accompanying financial statements are unaudited but, in the
opinion of management, include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair statement
of the Partnerships financial condition at September 30,
2009 and December 31, 2008, and the results of its
operations and changes in Partners Capital
for the three and nine months ended September 30, 2009 and 2008.
These financial statements present the results of interim
periods and do not include all disclosures normally provided in
annual financial statements. You should read these financial
statements together with the financial statements and notes
included in the Partnerships annual report on
Form 10-K
filed with the Securities and Exchange Commission (the
SEC) for the year ended December 31, 2008.
The preparation of financial
statements in conformity with U.S. generally accepted
accounting principles (GAAP) requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities, income and expenses, and related
disclosures of contingent assets and liabilities in the
financial statements and accompanying notes. In making these estimates and assumptions,
management has considered the effects, if any, of events occurring after the date of the
Partnerships Statements of Financial Condition through November 16, 2009, which is the date the
financial statements were issued. As a result, actual results
could differ from these estimates.
On July 1, 2009, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,
also known as FASB Accounting Standards Codification (ASC) 105-10, Generally
Accepted Accounting Principles (ASC 105-10) (the Codification). ASC 105-10
established the exclusive authoritative reference for U.S. GAAP for use in financial
statements except for SEC rules and interpretive releases, which are also authoritative
GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting
and reporting standards. Codification became the single source of authoritative
accounting principles generally accepted in the United States and applies to all financial
statements issued after September 15, 2009.
The Partnership is not required to provide a Statement of Cash Flows as permitted by ASC 230-10 Statement of Cash Flows
(formerly, FAS No. 102, Statement of Cash Flows Exemption of Certain Enterprises and Classification of Cash Flows from
Certain Securities Acquired for Resale).
Due to the nature of commodity trading, the results of
operations for the interim periods presented should not be
considered indicative of the results that may be expected for
the entire year.
Certain prior period amounts have been reclassified to conform to current period presentation.
7
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
2. | Financial Highlights: |
Changes
in the Net Asset Value per Redeemable Unit of Limited
Partnership Interest for the three and nine months ended
September 30, 2009 and 2008 were as follows:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net realized and unrealized gains (losses)* |
$ | 71.11 | $ | (109.89 | ) | $ | (24.07 | ) | $ | 94.89 | ||||||
Interest income |
0.30 | 4.16 | 0.91 | 13.84 | ||||||||||||
Expenses** |
(10.51 | ) | 9.76 | (30.82 | ) | (29.24 | ) | |||||||||
Increase (decrease) for the period |
60.90 | (95.97 | ) | (53.98 | ) | 79.49 | ||||||||||
Net Asset Value per Redeemable Unit, beginning of period |
1,369.09 | 1,464.09 | 1,483.97 | 1,288.63 | ||||||||||||
Net Asset Value per Redeemable Unit, end of period |
$ | 1,429.99 | $ | 1,368.12 | $ | 1,429.99 | $ | 1,368.12 | ||||||||
* | Includes brokerage commissions. | |
** | Excludes brokerage commissions. |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Ratio to average net assets: *** |
||||||||||||||||
Net investment income (loss) before incentive fees **** |
(8.0 | )% | (6.4 | )% | (7.9 | )% | (6.5 | )% | ||||||||
Operating expenses |
8.1 | % | 7.6 | % | 8.0 | % | 7.9 | % | ||||||||
Incentive fees |
0.2 | % | (1.2 | )% | 0.5 | % | 0.7 | % | ||||||||
Total expenses |
8.3 | % | 6.4 | % | 8.5 | % | 8.6 | % | ||||||||
Total return: |
||||||||||||||||
Total return before incentive fees |
4.6 | % | (7.8 | )% | (3.1 | )% | 7.0 | % | ||||||||
Incentive fees |
(0.2 | )% | 1.2 | % | (0.5 | )% | (0.8 | )% | ||||||||
Total return after incentive fees |
4.4 | % | (6.6 | )% | (3.6 | )% | 6.2 | % | ||||||||
*** | Annualized (other than incentive fees). | |
**** | Interest income less total expenses. |
The above capital ratios may vary for individual investors based
on the timing of capital transactions during the period.
Additionally, these ratios are calculated for the Limited
Partner class using the Limited Partners share of income,
expenses and average net assets.
3. | Trading Activities: |
The Partnership was formed for the purpose of trading contracts
in a variety of commodity interests, including derivative
financial instruments and derivative commodity instruments.
However, the Partnerships investments are in other
Partnerships. The results of the Partnerships trading
activity are resulting from its investments in other
Partnerships as shown in the Statements of Income and Expenses
and Changes in Partners Capital.
The Customer Agreement between the Partnership and CGM gives the
Partnership the legal right to net unrealized gains and losses on
open futures and forward contracts. The Partnership nets, for financial reporting
purposes, the unrealized gains and losses on open futures and forward contracts on the
Statements of Financial Condition as the criteria under
ASC 210-20, Balance Sheet (formerly, FIN No. 39, Offsetting of Amounts Related to Certain Contracts) have been met.
Brokerage commissions are calculated as a percentage of the
Partnerships adjusted net asset value on the last day of
each month and are affected by trading performance, additions
and redemptions.
The Partnership adopted ASC 815-10, Derivatives
and Hedging (formerly, FAS No. 161 Disclosures about Derivative Instruments and Hedging Activities) as of January 1, 2009 which
requires qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of and gains and losses on derivative
instruments, and disclosures about credit-risk-related contingent features in derivative
agreements. ASC 815-10 only expands the disclosure requirements for derivative instruments and related
hedging activities and has no impact on the Statements of Financial Condition or Statements of
Income and Expenses and Changes in Partners Capital.
8
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
4. | Fair Value Measurements: |
Investments. All commodity interests (including derivative financial instruments and
derivative commodity instruments), through its investment in other partnerships, are held for
trading purposes. The commodity interests are recorded on trade date and open contracts are
recorded at fair value (as described below) at the measurement date. Investments in commodity
interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates
prevailing at the measurement date. Gains or losses are realized when contracts are liquidated.
Unrealized gains or losses on open contracts are included as a component of equity in
trading account on the Statements of Financial Condition. Realized gains or losses and any
change in net unrealized gains or losses from the preceding period are reported in the Statements
of Income and Expenses and Changes in Partners Capital.
Fair Value Measurements. The Partnership and the Funds (as defined in Note 5 Investment in Partnerships)
adopted ASC 820-10, Fair Value Measurements
and Disclosures (formerly, FAS No. 157, Fair Value Measurements) as of January 1, 2008,
which defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the
measurement date, ASC
820-10
establishes a framework for
measuring fair value and expands disclosures regarding fair
value measurements in accordance with GAAP. The fair value
hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities
(Level 1) and the lowest priority to fair values
derived from unobservable inputs (Level 3). The level in
the fair value hierarchy within which the fair value measurement
in its entirety falls shall be determined based on the lowest
level input that is significant to the fair value measurement in
its entirety. The Partnership and the Funds did not apply the deferral allowed by
ASC 820-10,
for nonfinancial assets and nonfinancial liabilities measured at fair value on a
nonrecurring basis.
The Funds consider prices for exchange traded commodity futures, forwards and options
contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values
of non exchange traded forwards, swaps and certain options contracts for which market quotations
are not readily available are priced by broker-dealers who derive fair values for those assets from
observable inputs (Level 2). Investments in partnerships (other commodity pools) where there are no
other rights or obligations inherent within the ownership interest held by the Partnership are
priced based on the end of the day net asset value (Level 2). The value of the Partnerships
investments in partnerships reflects its proportional interest in the
partnerships. As of and for the periods ended September 30,
2009 and December 31, 2008, the Funds did not hold any derivative instruments that are priced at fair value using
unobservable inputs through the application of managements assumptions and internal valuation
pricing models (Level 3).
Quoted Prices in |
Significant |
|||||||||||||||
Active Markets for |
Significant Other |
Unobservable |
||||||||||||||
Identical Assets |
Observable Inputs |
Inputs |
||||||||||||||
9/30/2009 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets
|
||||||||||||||||
Investment in Partnerships
|
$ | 71,807,566 | $ | | $ | 71,807,566 | $ | | ||||||||
Total fair value
|
$ | 71,807,566 | $ | | $ | 71,807,566 | $ | | ||||||||
Quoted Prices in | Significant | |||||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||||
12/31/2008 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets |
||||||||||||||||
Investment in Partnerships |
$ | 92,202,668 | $ | | $ | 92,202,668 | $ | | ||||||||
Total fair value |
$ | 92,202,668 | $ | | $ | 92,202,668 | $ | | ||||||||
5. | Investments in Partnerships: |
On May 22, 2003, the Partnership allocated a portion of the
Partnerships capital to the JWH Strategic Allocation
Master Fund LLC, a New York limited liability company
(JWH Master). The Partnership purchased
14,370.0894 units of JWH Master with a fair value of
$27,367,545. JWH Master was formed in order to permit commodity
pools managed now or in the future by JWH using the Strategic
Allocation Program, JWHs proprietary, systematic trading program, to
invest together in one trading vehicle. The Partnership fully
redeemed its investment in JWH Master on March 31,
2007 resulting in a realized loss of $6,919,777.
On January 1, 2005, the assets allocated to Campbell for
trading were invested in the CMF Campbell Master Fund L.P.
(Campbell Master), a limited partnership organized
under the partnership laws of the State of New York. The
Partnership purchased 51,356.1905 units of Campbell Master
with cash equal to $50,768,573, and a contribution of open
commodity futures and forward contracts with a fair value of
$587,618. Campbell Master was formed in order to permit
commodity pools managed now or in the future by Campbell using
the Financial, Metals and Energy Large Portfolio
(FME), a proprietary, systematic trading system, to invest together in one trading vehicle.
The General Partner is also the general partner of Campbell
Master. Individual and pooled accounts currently managed by
Campbell, including the Partnership, are permitted to be limited
partners of Campbell Master. The General Partner and Campbell
believe that trading through this structure should promote
efficiency and economy in the trading process.
9
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
On March 1, 2005, the assets allocated to Aspect for
trading were invested in the CMF Aspect Master Fund L.P.
(Aspect Master), a limited partnership organized
under the partnership laws of the State of New York. The
Partnership purchased 43,434.9465 Units of Aspect Master with
cash equal to $40,490,895, and a contribution of open commodity
futures and forward contracts with a fair value of $2,944,052.
Aspect Master was formed in order to permit commodity pools
managed now or in the future by Aspect using the Diversified
Program,
a proprietary systematic trading system,
to invest together in one trading vehicle. The General
Partner is also the general partner of Aspect Master. Individual
and pooled accounts currently managed by Aspect, including the
Partnership, are permitted to be limited partners of Aspect
Master. The General Partner and Aspect believe that trading
through this structure should promote efficiency and economy in
the trading process.
On April 1, 2006, the assets allocated to Graham for
trading were invested in the CMF Graham Capital Master
Fund L.P. (Graham Master), a limited
partnership organized under the partnership laws of the State of
New York. The Partnership purchased 41,952.2380 units of
Graham Master with cash equal to $41,952,238. Graham Master was
formed in order to permit commodity pools managed now or in the
future by Graham using the K4D - 12.5 program, a proprietary, systematic trading system,
to invest together in one trading vehicle. The General Partner
is also the general partner of Graham Master. Individual and
pooled accounts currently managed by Graham, including the
Partnership, are permitted to be limited partners of Graham
Master. The General Partner and Graham believe that trading
through this structure should promote efficiency and economy in
the trading process.
On April 1, 2007, the assets previously allocated to JWH
Master were allocated to SandRidge Capital L.P. for trading. These assets were invested in the CMF SandRidge Master
Fund L.P. (SandRidge Master), a limited
partnership organized under the partnership laws of the State of
New York. The Partnership purchased 7,659.0734 Units of
SandRidge Master with cash equal to $9,635,703. SandRidge Master
was formed in order to permit commodity pools managed now or in
the future by SandRidge using the Energy Program
(the Program), to invest together in one
trading vehicle. The General Partner is also the general partner
of SandRidge Master. Individual and pooled accounts currently
managed by SandRidge, including the Partnership, are permitted
to be limited partners of SandRidge Master. The General Partner
and SandRidge believe that trading through this structure should
promote efficiency and economy in the trading process.
On April 1, 2008, the assets allocated to
Eckhardt for trading were invested in the CMF
Eckhardt Master Fund L.P. (Eckhardt Master), a
limited partnership organized under the partnership laws of the
State of New York. The Partnership purchased 10,000.0000 Units
of Eckhardt Master with cash equal to $10,000,000. Eckhardt
Master was formed in order to permit commodity pools managed now
or in the future by Eckhardt using the Standard Program, a proprietary, systematic trading system, to
invest together in one trading vehicle. The General Partner is
the also general partner of Eckhardt Master. Individual and
pooled accounts currently managed by Eckhardt, including the
Partnership, are permitted to be limited partners of Eckhardt
Master. The General Partner and Eckhardt believe that trading
through this structure should promote efficiency and economy in
the trading process.
The General Partner is not aware of any material changes to any of
the trading programs discussed above during the fiscal quarter ended
September 30, 2009.
Campbell Masters, Aspect Masters, Graham
Masters, SandRidge Masters and Eckhardt Masters
(collectively, the Funds) trading of futures,
forwards and options contracts, if applicable, on commodities is
done primarily on United States of America commodity exchanges
and foreign commodity exchanges. The Funds engage in such
trading through commodity brokerage accounts maintained with CGM.
A Limited Partner may withdraw all or part of its capital
contribution and undistributed profits, if any, from the Funds
in multiples of the Net Asset Value per Redeemable Unit of
Limited Partnership Interest as of the end of any day (the
Redemption Date) after
a request for redemption has been made to the General Partner at
least 3 days in advance of the Redemption Date. The Units are
classified as a liability when the Limited Partner elects to redeem
and inform the Funds.
All exchange, clearing, user,
give-up,
floor brokerage and National Futures Association fees
(collectively the clearing fees) are borne
by the Funds. All other fees, including CGMs direct
brokerage commission, are charged at the Partnership level.
10
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
At September 30, 2009, the Partnership owned approximately
9.5% of Campbell
Master, 12.5% of Aspect Master, 13.6% of Graham Master, 2.3% of
SandRidge Master and 40.3% of Eckhardt Master. At
December 31, 2008, the Partnership owned approximately 10.3% of Campbell
Master, 12.6% of Aspect Master, 12.6% of Graham Master, 2.8% of SandRidge Master and 38.3%
Eckhardt Master. Campbell, Aspect, Graham, SandRidge
and Eckhardt intend to continue to invest the assets allocated
to each by the Partnership in Campbell Master, Aspect Master,
Graham Master, SandRidge Master and Eckhardt Master,
respectively. The performance of the Partnership is directly
affected by the performance of the Funds. Expenses to investors
as a result of the investment in the Funds are approximately the
same and redemption rights are not affected.
Summarized information reflecting the Total Assets, Liabilities and Capital for the Funds are shown in the following tables.
September 30, 2009 | ||||||||||||
Total Assets | Total Liabilities | Total Capital | ||||||||||
Campbell Master |
$ | 72,583,408 | $ | 50,225 | $ | 72,533,183 | ||||||
Aspect Master |
164,579,268 | 16,670 | 164,562,598 | |||||||||
Graham Master |
168,037,387 | 14,694 | 168,022,693 | |||||||||
SandRidge Master |
621,430,942 | 752,175 | 620,678,767 | |||||||||
Eckhardt Master |
18,505,502 | 41,281 | 18,464,221 | |||||||||
Total |
$ | 1,045,136,507 | $ | 875,045 | $ | 1,044,261,462 | ||||||
December 31, 2008 | ||||||||||||
Total Assets | Total Liabilities | Total Capital | ||||||||||
Campbell Master |
$ | 127,587,225 | $ | 112,263 | $ | 127,474,962 | ||||||
Aspect Master |
240,236,167 | 881,834 | 239,354,333 | |||||||||
Graham Master |
224,787,639 | 296,697 | 224,490,942 | |||||||||
SandRidge Master |
565,091,084 | 115,372,638 | 449,718,446 | |||||||||
Eckhardt Master |
20,544,954 | 15,519 | 20,529,435 | |||||||||
Total |
$ | 1,178,247,069 | $ | 116,678,951 | $ | 1,061,568,118 | ||||||
11
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
Summarized information reflecting the net gain (loss) from trading, total income (loss) and net
income (loss) for the Funds are shown in the following tables.
For the three months ended September 30, 2009 | ||||||||||||
Gain (Loss) from | ||||||||||||
Trading, net | Total Income (Loss) | Net Income (Loss) | ||||||||||
Campbell Master |
$ | 3,089,848 | $ | 3,106,168 | $ | 3,078,368 | ||||||
Aspect Master |
9,440,451 | 9,476,242 | 9,387,591 | |||||||||
Graham Master |
14,413,920 | 14,449,688 | 14,240,193 | |||||||||
SandRidge Master |
34,131,288 | 34,264,993 | 34,047,914 | |||||||||
Eckhardt Master |
893,553 | 897,568 | 858,478 | |||||||||
Total |
$ | 61,969,060 | $ | 62,194,659 | $ | 61,612,544 | ||||||
For the nine months ended September 30, 2009 | ||||||||||||
Gain (Loss) from | ||||||||||||
Trading, net | Total Income (Loss) | Net Income (Loss) | ||||||||||
Campbell Master |
$ | (2,611,292 | ) | $ | (2,551,214 | ) | $ | (2,628,145 | ) | |||
Aspect Master |
(16,781,998 | ) | (16,658,459 | ) | (16,878,438 | ) | ||||||
Graham Master |
10,826,683 | 10,942,253 | 10,429,707 | |||||||||
SandRidge Master |
106,906,561 | 107,255,829 | 106,581,046 | |||||||||
Eckhardt Master |
117,273 | 129,528 | 38,338 | |||||||||
Total |
$ | 98,457,227 | $ | 99,117,937 | $ | 97,542,508 | ||||||
For the three months ended September 30, 2008 | ||||||||||||
Gain (Loss) from | ||||||||||||
Trading, net | Total Income (Loss) | Net Income (Loss) | ||||||||||
Campbell Master |
$ | (4,786,916 | ) | $ | (4,320,336 | ) | $ | (4,356,671 | ) | |||
Aspect Master |
(20,271,442 | ) | (19,655,505 | ) | (19,753,889 | ) | ||||||
Graham Master |
(8,833,929 | ) | (8,216,506 | ) | (8,473,481 | ) | ||||||
SandRidge Master |
(32,596,094 | ) | (31,234,287 | ) | (31,370,244 | ) | ||||||
Eckhardt Master |
(1,688,169 | ) | (1,616,809 | ) | (1,641,549 | ) | ||||||
Total |
$ | (68,176,550 | ) | $ | (65,043,443 | ) | $ | (65,595,834 | ) | |||
For the nine months ended September 30, 2008 | ||||||||||||
Gain (Loss) from | ||||||||||||
Trading, net | Total Income (Loss) | Net Income (Loss) | ||||||||||
Campbell Master |
$ | 7,436,006 | $ | 9,289,461 | $ | 9,163,431 | ||||||
Aspect Master |
22,293,556 | 24,471,311 | 24,178,434 | |||||||||
Graham Master |
29,103,729 | 31,236,297 | 30,332,774 | |||||||||
SandRidge Master |
89,601,360 | 93,571,595 | 93,110,958 | |||||||||
Eckhardt Master |
432,317 | 575,667 | 500,679 | |||||||||
Total |
$ | 148,866,968 | $ | 159,144,331 | $ | 157,286,276 | ||||||
12
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
Summarized information reflecting the Partnerships
investment in, and the operations of the Funds are as shown in
the following tables.
September 30, 2009 | For the three months ended September 30, 2009 | |||||||||||||||||||||||||||||
% of |
Net |
|||||||||||||||||||||||||||||
Partnerships |
Fair |
Income |
Expenses |
Income |
Investment |
Redemptions |
||||||||||||||||||||||||
Investment
|
Net Assets | Value | (Loss) | Commissions | Other | (Loss) | Objective | Permitted | ||||||||||||||||||||||
Financials, Metals & Energy |
||||||||||||||||||||||||||||||
Campbell Master
|
9.82 | % | $ | 6,920,819 | $ | 299,129 | $ | 1,953 | $ | 779 | $ | 296,397 | Portfolio | Monthly | ||||||||||||||||
Aspect Master
| 29.14 | % | 20,536,072 | 1,179,055 | 9,840 | 1,100 | 1,168,115 | Commodity Portfolio |
Monthly | |||||||||||||||||||||
Graham Master
|
32.44 | % | 22,859,648 | 1,935,592 | 26,623 | 1,336 | 1,907,633 |
Commodity Portfolio |
Monthly | |||||||||||||||||||||
SandRidge Master
|
19.92 | % | 14,042,478 | 806,046 | 4,189 | 857 | 801,000 |
Energy Portfolio |
Monthly | |||||||||||||||||||||
Eckhardt Master
|
10.57 | % | 7,448,549 | 357,544 | 7,144 | 8,334 | 342,066 |
Commodity Portfolio |
Monthly | |||||||||||||||||||||
Total
|
$ | 71,807,566 | $ | 4,577,366 | $ | 49,749 | $ | 12,406 | $ | 4,515,211 | ||||||||||||||||||||
September 30, 2009 | For the nine months ended September 30, 2009 | |||||||||||||||||||||||||||||
% of |
Net |
|||||||||||||||||||||||||||||
Partnerships |
Fair |
Income |
Expenses |
Income |
Investment |
Redemptions |
||||||||||||||||||||||||
Investment
|
Net Assets | Value | (Loss) | Commissions | Other | (Loss) | Objective | Permitted | ||||||||||||||||||||||
Financials, Metals & Energy |
||||||||||||||||||||||||||||||
Campbell Master |
9.82 | % | $ | 6,920,819 | $ | (291,023 | ) | $ | 4,927 | $ | 2,982 | $ | (298,932 | ) | Portfolio | Monthly | ||||||||||||||
Aspect Master |
29.14 | % | 20,536,072 | (2,034,133 | ) | 23,284 | 3,377 | (2,060,794 | ) | Commodity Portfolio | Monthly | |||||||||||||||||||
Graham Master |
32.44 | % | 22,859,648 | 1,424,653 | 63,715 | 3,501 | 1,357,437 | Commodity Portfolio | Monthly | |||||||||||||||||||||
SandRidge Master |
19.92 | % | 14,042,478 | 2,679,426 | 12,961 | 3,908 | 2,662,557 | Energy Portfolio |
Monthly | |||||||||||||||||||||
Eckhardt Master |
10.57 | % | 7,448,549 | 57,022 | 12,678 | 23,048 | 21,296 | Commodity Portfolio | Monthly | |||||||||||||||||||||
Total |
$ | 71,807,566 | $ | 1,835,945 | $ | 117,565 | $ | 36,816 | $ | 1,681,564 | ||||||||||||||||||||
December 31, 2008 | For the three months ended September 30, 2008 | |||||||||||||||||||||||||||||
% of | Net | |||||||||||||||||||||||||||||
Partnerships | Fair | Income | Expenses | Income | Investment | Redemptions | ||||||||||||||||||||||||
Investment |
Net Assets | Value | (Loss) | Commissions | Other | (Loss) | Objective | Permitted | ||||||||||||||||||||||
Campbell Master |
15.07 | % | $ | 13,096,955 | $ | (493,558 | ) | $ | 3,188 | $ | 955 | $ | (497,701 | ) | Financials, Metals & Energy Portfolio |
Monthly | ||||||||||||||
Aspect Master |
34.80 | % | 30,244,967 | (2,810,097 | ) | 12,139 | 1,394 | (2,823,630 | ) | Commodity Portfolio |
Monthly | |||||||||||||||||||
Graham Master |
32.66 | % | 28,384,660 | (1,079,113 | ) | 31,924 | 835 | (1,111,872 | ) | Commodity Portfolio |
Monthly | |||||||||||||||||||
SandRidge Master |
14.51 | % | 12,612,757 | (933,946 | ) | 2,044 | 1,890 | (937,880 | ) | Energy Portfolio |
Monthly | |||||||||||||||||||
Eckhardt Master |
9.05 | % | 7,863,329 | (666,477 | ) | 4,931 | 5,272 | (676,680 | ) | Commodity Portfolio |
Monthly | |||||||||||||||||||
Total |
$ | 92,202,668 | $ | (5,983,191 | ) | $ | 54,226 | $ | 10,346 | $ | (6,047,763 | ) | ||||||||||||||||||
December 31, 2008 | For the nine months ended September 30, 2008 | |||||||||||||||||||||||||||||
% of | Net | |||||||||||||||||||||||||||||
Partnerships | Fair | Income | Expenses | Income | Investment | Redemptions | ||||||||||||||||||||||||
Investment |
Net Assets | Value | (Loss) | Commissions | Other | (Loss) | Objective | Permitted | ||||||||||||||||||||||
Campbell Master |
15.07 | % | $ | 13,096,955 | $ | 925,513 | $ | 11,551 | $ | 2,965 | $ | 910,997 | Financials, Metals & Energy Portfolio |
Monthly | ||||||||||||||||
Aspect Master |
34.80 | % | 30,244,967 | 4,044,562 | 39,202 | 3,726 | 4,001,634 | Commodity Portfolio |
Monthly | |||||||||||||||||||||
Graham Master |
32.66 | % | 28,384,660 | 4,298,691 | 117,107 | 3,124 | 4,178,460 | Commodity Portfolio |
Monthly | |||||||||||||||||||||
SandRidge Master |
14.51 | % | 12,612,757 | 3,149,307 | 8,127 | 6,394 | 3,134,786 | Energy Portfolio |
Monthly | |||||||||||||||||||||
Eckhardt Master |
9.05 | % | 7,863,329 | 238,034 | 8,646 | 22,439 | 206,949 | Commodity Portfolio |
Monthly | |||||||||||||||||||||
Total |
$ | 92,202,668 | $ | 12,656,107 | $ | 184,633 | $ | 38,648 | $ | 12,432,826 | ||||||||||||||||||||
13
Table of Contents
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
Notes to Financial Statements
September 30, 2009
(Unaudited)
6. | Financial Instrument Risks: |
In the normal course of its business, the Partnership through its investments in the Funds is
party to financial instruments with off-balance sheet risk, including derivative financial
instruments and derivative commodity instruments. These financial instruments may include forwards,
futures and options, whose values are based upon an underlying asset, index, or reference rate, and
generally represent future commitments to exchange currencies or cash balances, to purchase or sell
other financial instruments at specific terms at specified future dates, or, in the case of
derivative commodity instruments, to have a reasonable possibility to be settled in cash, through
physical delivery or with another financial instrument. These instruments may be traded on an
exchange or over-the-counter (OTC). Exchange traded instruments are standardized and include
futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and
include forwards and certain options. Each of these instruments
is subject to various risks similar to those related to the underlying financial instruments
including
market and credit risk. In general, the risks associated with OTC contracts are greater than those
associated with exchange traded instruments because of the greater risk of default by the
counterparty to an OTC contract.
Market risk is the potential for changes in the value of the financial instruments traded by
the Funds due to market changes, including interest and foreign exchange rate movements and
fluctuations in commodity or security prices. Market risk is directly impacted by the volatility
and liquidity in the markets in which the related underlying assets are traded. The Funds are
exposed to a market risk equal to the value of futures and forward contracts purchased and
unlimited liability on such contracts sold short.
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to
perform according to the terms of a contract. The Funds risk of loss in the event of a
counterparty default is typically limited to the amounts recognized in the Statements of Financial
Condition and not represented by the contract or notional amounts of the instruments. The Funds
risk of loss is reduced through the use of legally enforceable master netting agreements with
counterparties that permit the Funds to offset unrealized gains and losses and other assets and
liabilities with such counterparties upon the occurrence of certain events. The Funds have credit
risk and concentration risk as the sole counterparty or broker with respect to the Funds assets is
CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the
extent that through CGM, Funds counterparty is an exchange or clearing organization.
As both a buyer and seller of options, the Funds pay or receive a premium at the outset and
then bears the risk of unfavorable changes in the price of the contract underlying the option.
Written options expose the Funds to potentially unlimited liability; for purchased options the risk
of loss is limited to the premiums paid. Certain written put options permit cash settlement and do
not require the option holder to own the reference asset. The Funds do not consider these contracts
to be guarantees as described in ASC 460-10 Guarantees (formerly, FAS No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees).
The General Partner monitors and controls the Funds risk exposure on a daily basis through
financial, credit and risk management monitoring systems, and accordingly believes that it has
effective procedures for evaluating and limiting the credit and market risks to which the Funds are
subject. These monitoring systems allow the General Partner to statistically analyze actual trading
results with risk adjusted performance indicators and correlation statistics. In addition, on-line
monitoring systems provide account analysis of futures, forwards and options positions by sector,
margin requirements, gain and loss transactions and collateral positions.
The majority of these instruments mature within one year of the inception date. However, due
to the nature of the Funds businesses, these instruments may not be held to maturity.
14
Table of Contents
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Liquidity and Capital Resources
The Partnership does not engage in sales of goods or services.
Its only assets are its investments in the Funds and cash.
Because of the low margin deposits normally required in
commodity futures trading, relatively small price movements may
result in substantial losses to the Partnership/Funds. While
substantial losses could lead to a material decrease in
liquidity, no such losses occurred in the third quarter of 2009.
The Partnerships capital consists of the capital
contributions of the partners as increased or decreased by
income (loss) from its investments in Partnerships,
expenses, interest income, additions and redemptions of
Redeemable Units and distributions of profits, if any.
For the nine months ended September 30, 2009, Partnership Capital
decreased 18.9% from
$86,912,257 to $70,476,869. This
decrease was attributable to the net loss from operations of
$3,074,076, coupled with the redemption of
7,962.5247 Redeemable Units of Limited Partnership Interest
resulting in an outflow of $11,475,674 and 1,319.8660 General
Partner Unit equivalents totaling $1,885,638. Future redemptions can
impact the amount of funds available for investment in commodity
contract positions in subsequent months.
Critical Accounting Policies
Use of Estimates. The preparation of financial statements and accompanying notes in conformity
with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, income and expenses,
and related disclosures of contingent assets and liabilities in the financial statements and
accompanying notes. As a result, actual
results could differ from these estimates.
Statement
of Cash Flows. The Partnership is not required to provide a Statement of Cash Flows
as permitted by ASC 230-10.
Investments. All commodity interests (including derivative financial instruments and
derivative commodity instruments), through its
investment in other partnerships, are held for trading purposes. The commodity interests are
recorded on trade date and open contracts are recorded at fair value (as described below) at the
measurement date. Investments in commodity interests denominated in foreign currencies are
translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or
losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are
included as a component of equity in trading account on the Statements of
Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from
the preceding period are reported in the Statements of Income and Expenses and Changes in Partners Capital.
Fair Value Measurements. The Partnership and the Funds adopted
ASC 820-10 as of January 1, 2008, which
defines fair value that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The Partnership and the
Funds did not apply the deferral allowed by
ASC 820-10
for nonfinancial assets and nonfinancial liabilities measured at fair value
on a nonrecurring basis.
The Funds consider prices for exchange traded commodity futures, forwards and options
contracts to be based on
unadjusted
quoted prices in active markets for identical assets (Level 1). The values
of non exchange traded forwards, swaps and certain options contracts for which market quotations
are not readily available are priced by broker-dealers who derive fair values for those assets from
observable inputs (Level 2).
Investments in partnerships (other commodity pools) where there are no other rights or obligations
inherent within the ownership interest held by the Partnership are priced based on the end of the
day net asset value (Level 2). The value of the Partnerships investments in partnerships reflects
its proportional interest in the partnerships. As of and for the
period ended September 30, 2009, the Funds did not hold any
derivative instruments that are priced
at fair value using unobservable inputs through the application of managements assumptions and
internal valuation pricing models (Level 3).
Futures Contracts. The Funds trade futures contracts. A futures contract is a firm commitment
to buy or sell a specified quantity of investments, currency or a standardized amount of a
deliverable grade commodity, at a specified price on a specified future date, unless the contract
is closed before the delivery date or if the delivery quantity is something where physical delivery
cannot occur (such as S&P 500 Index), whereby such contract is settled in cash. Payments
(variation margin) may be made or received by the Funds each business day, depending on the daily
fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or
losses by the Funds. When the contract is closed, the Funds record a realized gain or loss equal to
the difference between the value of the contract at the time it was opened and the value at the
time it was closed. Because transactions in futures contracts require participants to make both
initial margin deposits of cash or other assets and variation margin deposits, through the futures
broker, directly with the exchange on which the contracts are traded, credit exposure is limited.
Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included
in the Statements of Income and Expenses and Changes in Partners Capital.
15
Table of Contents
Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the
Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on
an agreed future date. Foreign currency contracts are valued daily, and the Funds net equity
therein, representing unrealized gain or loss on the contracts as measured by the difference
between the forward foreign exchange rates at the dates of entry into the contracts and the forward
rates at the reporting date, is included in the Statements of Financial Condition. Realized gains
(losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in
the period in which the contract is closed or the changes occur, respectively, and are included in
the Statements of Income and Expenses and Changes in Partners Capital.
The Partnership does not isolate that portion of the results of operations arising from the
effect of changes in foreign exchange rates on investments from fluctuations from changes in market
prices of investments held. Such fluctuations are included in net gain (loss) on investments in
the Statements of Income and Expenses and Changes in Partners Capital.
London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange
(LME) represent a firm commitment to buy or sell a specified quantity of Aluminum, Copper, Lead,
Nickel, Tin or Zinc. LME contracts traded by the Funds are cash settled based on prompt dates
published by the LME. Payments (variation margin) may be made or received by the Funds each
business day, depending on the daily fluctuations in the value of the underlying contracts, and are
recorded as unrealized gains or losses by the Funds. A contract is considered offset when all long
positions have been matched with short positions. When the contract is closed at the prompt date,
the Funds record a realized gain or loss equal to the difference between the value of the contract
at the time it was opened and the value at the time it was closed. Because transactions in LME
contracts require participants to make both initial margin deposits of cash or other assets and
variation margin deposits, through the broker, directly with the LME, credit exposure is limited.
Realized gains (losses) and changes in unrealized gains (losses) on metal contracts are included in
the Statements of Income and Expenses and Changes in Partners Capital.
Options. The Funds may purchase and write (sell) both exchange listed and over-the-counter,
options on commodities or financial instruments. An option is a contract allowing, but not
requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial
instrument at a specified price during a specified time period. The option premium is the total
price paid or received for the option contract. When the Funds write an option, the premium
received is recorded as a liability in the Statements of Financial Condition and marked to market
daily. When the Funds purchase an option, the premium paid is recorded as an asset in the
Statements of Financial Condition and marked to market daily. Realized gains (losses) and changes
in unrealized gains (losses) on options contracts are included in the Statements of Income and
Expenses and Changes in Partners Capital.
Income Taxes. Income taxes have not been provided as each partner is individually liable for
the taxes, if any, on their share of the Partnerships income and expenses.
In 2007, the Partnership adopted
ASC 740-10 Income Taxes
(formerly, FAS No. 48, Accounting for Uncertainty in Income
Taxes). ASC 740-10 provides guidance for how uncertain tax positions should be
recognized, measured, presented and disclosed in the financial statements.
ASC 740-10
requires the
evaluation of tax positions taken or expected to be taken in the course of preparing the
Partnerships financial statements to determine whether the tax positions are
more-likely-than-not to be sustained by the applicable tax authority. Tax positions with respect
to tax at the partnership level not deemed to meet the more-likely-than-not threshold would be
recorded as a tax benefit or expense in the current year.
The General Partner has continued to evaluate the application of ASC 740-10 and has concluded that the adoption of
ASC 740-10
had no impact on the operations of
the Partnership for the nine months ended September 30, 2009 and that no provision for income tax is
required in the Partnerships financial statements.
The following are the major tax jurisdictions for the Partnership and the earliest tax year
subject to examination: United States 2005.
Recent Accounting Pronouncements.
In 2009, the Partnership adopted ASC 820-10-65 Fair Value
Measurements (formerly, FAS No. 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly). ASC 820-10-65
reaffirms that fair
value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date under current market
conditions.
ASC 820-10-65
also reaffirms the need to use judgment in determining if a formerly active
market has become inactive and in determining fair values when the market has become inactive. The
application of
ASC 820-10-65
is required for interim and annual reporting periods ending after June 15,
2009. Management has concluded that based on available information in
the marketplace, there has not been a decrease in the volume and
level of activity in the Partnerships Level 2 assets and
liabilities. The adoption of
ASC 820-10-65
had no effect on the
Partnerships Financial Statements.
Subsequent Events.
In 2009, the Partnership adopted
ASC 855-10,
Subsequent Events (formerly, FAS No. 165, Subsequent Events).
The objective of ASC 855-10 is to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements are issued or
available to be issued.
Results of Operations
During the third quarter of 2009, the Partnerships
Net Asset Value per Redeemable Unit increased 4.4% from $1,369.09 to $1,429.99 as compared to a decrease of 6.6%
in the third quarter of 2008. The Partnership experienced a net trading gain through its investment in the Funds
before brokerage commissions and related fees in the third quarter of 2009 of $4,562,036. Gains were primarily attributable
to the Funds trading in currencies, energy, U.S. and non-U.S. interest rates, livestock, metals, softs, indices and
lumber and were partially offset by losses in grains. The Partnership experienced a net trading loss through its
investment in the Funds before brokerage commissions and related fees in the third quarter of 2008 of $6,266,348.
Losses were primarily attributable to the trading by the Funds of commodity futures
in currencies, energy, grains, non-U.S. interest rates and softs and were partially offset by gains in U.S.
interest rates, livestock, metals and indices.
Markets around the world rose again in the third quarter of 2009. Economic activity in
the U.S. further stabilized with many important sectors of the economy demonstrating
marked improvements over the depressed levels reached earlier this year. The overall
economy continued to face headwinds with employment further contracting, albeit at a
much slower pace. Consumer confidence has bounced off record lows but remains well
below historical averages. The Partnership realized gains for the quarter, primarily in
equity indices, metals, and soft commodities.
The majority of the profits were earned on the back of the equity rally. The
combination of strong growth news, benign inflation data and accommodative
monetary policy stances from key central banks has continued to support the price
action in risky assets. Gains were also recorded in metals, primarily in copper and gold,
as prices established firm bullish trends that began in early 2009. The Partnership
capitalized on these trends and registered strong gains. In soft commodities, profits
were realized primarily from trading sugar as prices rallied to a 28-year high in August
on a weaker-than-normal monsoon season which has had a negative impact on the crop
in India. In addition, the harvest in Brazil, the worlds largest producer, has been
delayed by excessive rainfall.
During the Partnerships nine months ended September 30, 2009, the Net Asset
Value per Redeemable Unit decreased 3.6% from $1,483.97 to $1,429.99 as compared to an
increase of 6.2% in the same period of 2008. The Partnership experienced a net trading gain
through its investment in the Funds before brokerage commissions and related fees in the nine
months ended September 30, 2009 of $1,786,624. Gains were primarily attributable to the Funds trading
in energy, indices, livestock and softs and were partially offset by losses in currencies, grains, U.S. and non-U.S. interest rates, lumber and metals. The Partnership experienced a net trading gain through
its investment in the Funds before brokerage commissions and related fees in the nine months ended September
30, 2008 of $11,658,315. Gains were primarily attributable to the Funds trading in energy,
grains, U.S. interest rates, indices, livestock, metals and softs and were offset by losses in currencies and
non-U.S. interest rates.
16
Table of Contents
Commodity futures markets are highly volatile. The potential for
broad and rapid price fluctuations increases the risks involved
in commodity trading, but also increases the possibility of
profit. The profitability of the Funds depends on the existence
of major price trends and the ability of the Advisors to
correctly identify those price trends. Price trends are
influenced by, among other things, changing supply and demand
relationships, weather, governmental, agricultural, commercial
and trade programs and policies, national and international
political and economic events and changes in interest rates. To
the extent that market trends exist and the Advisors are able to
identify them, the Funds expect to increase capital through
operations.
CGM will pay monthly interest to the Partnership on its
allocable share of 80% of the average daily equity maintained in
cash in the Funds brokerage account at a
30-day
U.S. Treasury bill rate determined by CGM
and/or will
place up to all of the Funds assets in
90-day
Treasury bills. The Partnership will receive 80% of its
allocable share of the interest earned on the Treasury bills
through its investments in Partnerships.
Twenty percent of any interest earned on Treasury bills purchased may
be retained by CGM and/or credited to the General Partner.
Interest income from investment in Partnerships
for the three and
nine
months ended September 30, 2009 decreased by
$267,827 and $948,471,
respectively as
compared to the corresponding periods in 2008. The decrease in interest income is primarily due to lower U.S. Treasury Bill rates for the
Partnership during the three and
nine
months ended
September
30, 2009 as
compared to the corresponding periods in 2008.
Brokerage commissions are calculated on the Partnerships
adjusted net asset value on the last day of each month and are
affected by trading performance, additions and redemptions.
Brokerage commissions and fees for the three and
nine
months ended
September 30, 2009 decreased by
$317,751 and $985,454,
respectively
as compared to the corresponding periods in 2008.
The decrease in brokerage commissions is primarily due to a
decrease in average net assets during the three and
nine
months
ended
September 30, 2009 as compared to the corresponding
periods in 2008.
Management fees are calculated as a percentage of the
Partnerships net asset value as of the end of each month
and are affected by trading performance, additions and
redemptions. Management fees for the three and
nine
months ended
September 30,
2009 decreased by
$100,843 and $290,922,
respectively
as compared to the corresponding periods in 2008.
The decrease in management fees is primarily due to a decrease
in average net assets during the three and
nine
months ended
September 30, 2009 as compared to the corresponding periods in
2008.
Incentive fees are based on the new trading profits generated by
each Advisor as defined in the management agreements between the
Partnership, the General Partner and each Advisor and are
payable annually. Trading performance for the three and
nine
months ended
September 30, 2009
resulted in an incentive fee accrual of
$122,490 and $394,246,
respectively.
Trading performance for the three months ended September 30, 2008
resulted in a reversal of an incentive fee accrual of $1,149,560.
Trading performance for the
nine
months ended
September 30, 2008 resulted in an incentive fee accrual
of
$682,047.
In allocating the assets of the Partnership among the trading advisors, the General
Partner considers past performance, trading style, volatility of markets traded and fee
requirements. The General Partner may modify or terminate the allocation of assets
among the trading advisors and may allocate assets to additional advisors at any time.
17
Table of Contents
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
All of the Partnerships assets are subject to the risk of
trading loss through its investments in the Funds. The Funds are
speculative commodity pools. The market sensitive instruments
held by them are acquired for speculative trading purposes, and
all or substantially all of the Funds assets are subject
to the risk of trading loss. Unlike an operating company, the
risk of market sensitive instruments is integral, not
incidental, to the Funds main line of business.
The risk to the Limited Partners that have purchased interests in the Partnership is
limited to the amount of their capital contributions to the Partnership and their share of
the Partnerships assets and undistributed profits. This limited liability is a
consequence of the organization of the Partnership as a limited partnership under
applicable law.
The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and
their share of the Partnerships assets and undistributed
profits. This limited liability is a consequence of the
organization of the Partnership as a limited partnership under applicable law.
Market movements result in frequent changes in the fair value of
the Funds open positions and, consequently, in its
earnings and cash flow. The Funds market risk is
influenced by a wide variety of factors, including the level and
volatility of interest rates, exchange rates, equity price
levels, the value of financial instruments and contracts, the
diversification effects of the Funds open positions and
the liquidity of the markets in which they trade.
The Funds rapidly acquire and liquidate both long and short
positions in a wide range of different markets. Consequently, it
is not possible to predict how a particular future market
scenario will affect performance, and the Funds past
performance is not necessarily indicative of its future results.
Value at Risk is a measure of the maximum amount which the Funds
could reasonably be expected to lose in a given market sector.
However, the inherent uncertainty of the Funds speculative
trading and the recurrence in the markets traded by the Funds of
market movements far exceeding expectations could result in
actual trading or non-trading losses far beyond the indicated
Value at Risk or the Funds experience to date (i.e.,
risk of ruin). In light of the foregoing as well as
the risks and uncertainties intrinsic to all future projections,
the inclusion of the quantification in this section should not
be considered to constitute any assurance or representation that
the Funds losses in any market sector will be limited to
Value at Risk or by the Funds attempts to manage its
market risk.
Exchange maintenance margin requirements have been used by the
Funds as the measure of their Value at Risk. Maintenance margin
requirements are set by exchanges to equal or exceed the maximum
losses reasonably expected to be incurred in the fair value of
any given contract in 95%-99% of any
one-day
interval. Maintenance margin has been used rather than the more
generally available initial margin, because initial margin
includes a credit risk component, which is not relevant to Value
at Risk.
The following tables indicate the trading Value at Risk
associated with the Partnerships investments in the Funds
by market category as of September 30, 2009, and the highest,
lowest and average value during the three months ended
September 30, 2009. All open position trading risk exposures of
the Partnership have been included in calculating the figures
set forth below. There have been no material changes in the
trading Value at Risk information previously disclosed in the
Partnerships Annual Report on
Form 10-K
for the year ended December 31, 2008.
As of September 30, 2009, Campbell Masters total
capitalization
was $72,533,183. The Partnership owned approximately 9.5% of
Campbell Master. The Partnerships Value at Risk for the portion
of its assets that are traded indirectly through its investment in
the Campbell Master as of September 30, 2009 was as follows:
September 30, 2009
(Unaudited)
(Unaudited)
% of |
Three Months Ended September 30, 2009 | |||||||||||||||||||
Total |
High |
Low |
Average |
|||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 2,410,861 | 3.32 | % | $ | 3,560,326 | $ | 1,365,144 | $ | 2,277,127 | ||||||||||
Energy |
280,538 | 0.39 | % | 483,280 | 120,600 | 287,212 | ||||||||||||||
Grains |
73,980 | 0.10 | % | 162,540 | 20,520 | 94,638 | ||||||||||||||
Interest Rates U.S. |
518,603 | 0.72 | % | 665,550 | 38,743 | 446,840 | ||||||||||||||
Interest Rates Non-U.S. |
1,961,713 | 2.71 | % | 2,054,733 | 620,517 | 1,188,182 | ||||||||||||||
Metals |
638,982 | 0.88 | % | 1,109,145 | 193,929 | 483,517 | ||||||||||||||
Softs |
6,300 | 0.01 | % | 145,740 | 2,100 | 61,222 | ||||||||||||||
Indices |
2,947,078 | 4.06 | % | 3,340,257 | 1,088,241 | 1,846,673 | ||||||||||||||
Total |
$ | 8,838,055 | 12.19 | % | ||||||||||||||||
* | Average of month-end Values at Risk |
18
Table of Contents
As of September 30, 2009, Aspect Masters total
capitalization was
$164,562,598.
The Partnership owned approximately 12.5% of Aspect Master.
The Partnerships Value at Risk for the portion of its assets that
are traded indirectly through its investment in the Aspect Master was as follows:
September 30, 2009
(Unaudited)
Three Months Ended September 30, 2009 | ||||||||||||||||||||
% of Total | High | Low | Average | |||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 2,366,166 | 1.44 | % | $ | 4,191,221 | $ | 1,450,765 | $ | 2,425,063 | ||||||||||
Energy |
1,968,743 | 1.20 | % | 2,538,363 | 1,067,489 | 1,521,969 | ||||||||||||||
Grains |
750,505 | 0.45 | % | 891,787 | 370,820 | 687,709 | ||||||||||||||
Interest Rates U.S. |
2,149,740 | 1.30 | % | 3,363,654 | 1,195,838 | 2,126,906 | ||||||||||||||
Interest Rates Non-U.S. |
8,067,197 | 4.90 | % | 10,090,643 | 4,189,859 | 6,253,076 | ||||||||||||||
Livestock |
356,333 | 0.22 | % | 515,295 | 149,783 | 313,466 | ||||||||||||||
Lumber |
1,650 | 0.00 | %** | 3,300 | 1,650 | 2,475 | ||||||||||||||
Metals |
2,089,947 | 1.27 | % | 2,425,890 | 1,011,784 | 1,841,692 | ||||||||||||||
Softs |
1,840,765 | 1.12 | % | 1,840,765 | 746,654 | 1,427,542 | ||||||||||||||
Indices |
4,177,780 | 2.54 | % | 4,177,780 | 750,192 | 2,501,650 | ||||||||||||||
Total |
$ | 23,768,826 | 14.44 | % | ||||||||||||||||
* | Average of month-end Values at Risk | |
** | Due to rounding |
As of September 30, 2009, Graham Masters total
capitalization was
$168,022,693.
The Partnership owned approximately 13.6% of Graham Master.
The Partnerships Value at Risk for the portion of its assets that are
traded indirectly through its investment in the Graham Master was as follows:
September 30, 2009
(Unaudited)
Three Months Ended September 30, 2009 | ||||||||||||||||||||
% of Total | High | Low | Average | |||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 6,395,662 | 3.81 | % | $ | 8,136,447 | $ | 3,040,693 | $ | 5,464,391 | ||||||||||
Energy |
678,527 | 0.41 | % | 1,774,426 | 484,382 | 1,096,708 | ||||||||||||||
Grains |
1,411,794 | 0.84 | % | 1,846,996 | 215,255 | 1,126,000 | ||||||||||||||
Interest Rates U.S. |
2,238,368 | 1.33 | % | 2,365,808 | 87,777 | 682,461 | ||||||||||||||
Interest Rates Non-U.S. |
8,320,518 | 4.95 | % | 8,320,518 | 471,498 | 2,721,058 | ||||||||||||||
Livestock |
36,180 | 0.02 | % | 48,263 | 15,660 | 26,831 | ||||||||||||||
Metals |
1,596,936 | 0.95 | % | 1,806,942 | 488,247 | 1,265,220 | ||||||||||||||
Softs |
1,479,945 | 0.88 | % | 1,479,945 | 511,314 | 883,086 | ||||||||||||||
Indices |
9,707,902 | 5.78 | % | 12,019,804 | 3,419,163 | 8,269,216 | ||||||||||||||
Total |
$ | 31,865,832 | 18.97 | % | ||||||||||||||||
* | Average of month-end Values at Risk |
19
Table of Contents
As of September 30, 2009, SandRidge Masters total
capitalization
was $620,678,767. The Partnership owned approximately 2.3% of SandRidge Master. The Partnerships Value at Risk for the portion of its assets that are traded indirectly through its investment in the SandRidge Master was as follows:
September 30, 2009
(Unaudited)
Three Months Ended September 30, 2009 | ||||||||||||||||||||
% of Total |
High |
Low |
Average |
|||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Energy |
$ | 25,720,664 | 4.14 | % | $ | 25,720,664 | $ | 18,754,664 | $ | 24,319,593 | ||||||||||
Total |
$ | 25,720,664 | 4.14 | % | ||||||||||||||||
* | Average of month-end Values at Risk |
As of September 30, 2009, Eckhardt Masters total
capitalization
was $18,464,221. The Partnership owned approximately 40.3% of Eckhardt Master. The Partnerships Value at Risk for the portion of its assets that are traded indirectly through its investment in the Eckhardt Master was as follows:
September 30, 2009
(Unaudited)
Three Months Ended September 30, 2009 | ||||||||||||||||||||
% of Total |
High |
Low |
Average |
|||||||||||||||||
Market Sector | Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
Currencies |
$ | 122,663 | 0.66 | % | $ | 1,191,210 | $ | 122,663 | $ | 654,172 | ||||||||||
Energy |
51,156 | 0.28 | % | 442,311 | 50,550 | 190,696 | ||||||||||||||
Grains |
137,399 | 0.74 | % | 138,725 | 62,430 | 102,002 | ||||||||||||||
Interest Rates U.S. |
361,800 | 1.96 | % | 678,443 | 61,560 | 245,751 | ||||||||||||||
Interest Rates Non -U.S. |
142,809 | 0.77 | % | 337,995 | 13,213 | 73,920 | ||||||||||||||
Metals |
495,706 | 2.69 | % | 495,706 | 209,150 | 357,137 | ||||||||||||||
Softs |
251,705 | 1.36 | % | 251,705 | 105,270 | 148,442 | ||||||||||||||
Indices |
706,284 | 3.83 | % | 706,284 | 188,635 | 438,028 | ||||||||||||||
Total |
$ | 2,269,522 | 12.29 | % | ||||||||||||||||
* | Average of month-end Values at Risk |
20
Table of Contents
Item 4. | Controls and Procedures |
The Partnerships disclosure controls and procedures are
designed to ensure that information required to be disclosed
by the Partnership on the reports that it files or submits under the Securities Exchange Act of
1934 (the Exchange Act) is recorded, processed, summarized and reported within the time periods
expected in the Commissions rules and forms. Disclosed controls and procedures include controls
and procedures designed to ensure that information required to be disclosed by the Partnership in
the reports it files
is accumulated and communicated to management,
including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO) of the General Partner, to allow for timely
decisions regarding required disclosure and appropriate SEC
filings.
Management is responsible for ensuring that there is an adequate
and effective process for establishing, maintaining and
evaluating disclosure controls and procedures for the
Partnerships external disclosures.
The General Partners CEO and CFO have evaluated the
effectiveness of the Partnerships disclosure controls and
procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) as of September 30, 2009 and, based on
that evaluation, the CEO and CFO have concluded that at that
date the Partnerships disclosure controls and procedures
were effective.
The Partnerships internal control over financial
reporting is a process under the supervision of the General
Partners CEO and CFO to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements in accordance with
GAAP. These
controls include policies and procedures that:
| pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; | |
| provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnerships receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and | |
| provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnerships assets that could have a material effect on the financial statements. |
There were no changes in the Partnerships internal control
over financial reporting process during the fiscal quarter ended
September 30, 2009 that materially affected, or are reasonably
likely to materially affect, the Partnerships internal
control over financial reporting.
21
Table of Contents
PART II.
OTHER INFORMATION
Item 1. | Legal Proceedings. |
The following information supplements and amends the discussion set forth under Part I, Item 3
Legal Proceedings in the Partnerships Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, as updated by the Partnerships Quarterly Report on Form 10-Q for the quarters ended
March 31, 2009 and June 30, 2009. There are no material legal proceedings pending against the
Partnership and the General Partner.
Subprime Mortgage-Related Litigation
On August 31, 2009, Asher, et al. v. Citigroup Inc., et al. and Pellegrini v. Citigroup Inc.,
et al. were consolidated with In re Citigroup Inc. Bond Litigation.
On July 27, 2009, Utah Retirement Systems v. Strauss, et al. was filed in the United States
District Court for the Eastern District of New York asserting, among other claims, claims under the
Securities Act of 1933 and Utah state law arising out of an offering of American Home Mortgage
common stock underwritten by CGM.
On July 31, 2009, the United States District Court for the Eastern District of New York
entered an order preliminarily approving settlements reached with all defendants (including
Citigroup and CGM) in In Re American Home Mortgage Securities Litigation.
On August 5, 2009, the underwriter defendants, including CGM, moved to dismiss the
consolidated amended complaint in In Re American International Group, Inc. 2008 Securities
Litigation.
Auction Rate SecuritiesRelated Litigation and Other Matters
On July 23, 2009, the Judicial Panel on Multidistrict Litigation issued an order transferring
K-V Pharmaceutical Co. v. CGMI from the United States District Court for the Eastern District of
Missouri to the United States District Court for the Southern District of New York for coordination
with In Re Citigroup Auction Rate Securities Litigation. On August 24, 2009, CGM moved to dismiss
the complaint.
On September 11, 2009, the United States District Court for the Southern District of New York
dismissed without prejudice the complaint in In Re Citigroup Auction Rate Securities Litigation. On
October 15, 2009, lead plaintiff filed a second consolidated amended complaint asserting claims
under Sections 10 and 20 of the Securities Exchange Act of 1934.
On October 2, 2009, the Judicial Panel on Multidistrict Litigation transferred Ocwen Financial
Corp., et al. v. CGMI to the United States District Court for the Southern District of New York for
coordination with In Re Citigroup Auction Rate Securities Litigation.
Other Matters
On September 14, 2009, defendants filed a motion to dismiss the amended complaint in ECA
Acquisitions, Inc., et al. v. MAT Three LLC, et al..
Adelphia Communications Corporation
Trial of the Adelphia Recovery Trusts claims against Citigroup and numerous other defendants
is scheduled to begin in April 2010.
IPO Securities Litigation
In October 2009, the District Court entered an order granting final approval of the
settlement.
Other Matters
Investors in municipal bonds and other instruments affected by the collapse of the credit
markets have sued Citigroup on a variety of theories. On August 10, 2009, certain such investors, a
Norwegian securities firm and seven Norwegian municipalities, filed an actionTerra Securities Asa
Konkursbo, et al. v. Citigroup Inc., et al.in the United States District Court for the Southern
District of New York against Citigroup, CGM and Citigroup Alternative Investments LLC, asserting
claims under Sections 10 and 20 of the Securities Exchange Act of 1934 and state law arising out of
the municipalities investment in certain notes. On October 7, 2009, defendants filed a motion to
dismiss.
22
Table of Contents
Item 1A. | Risk Factors. |
The following disclosure supplements the risk factors set forth under Part I, Item
1A. Risk Factors in the Partnerships Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 and under Part II, Item 1A. Risk Factors in the Partnerships
Quarterly Report on Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009.
Speculative position and trading limits may reduce
profitability. The Commodity Futures Trading Commission (CFTC) and U.S.
exchanges have established speculative position limits on the maximum net long or net
short position which any person may hold or control in particular futures and options on
futures. The trading instructions of an advisor may have to be modified, and positions
held by the Partnership and the Master may have to be liquidated in order to avoid
exceeding these limits. Such modification or liquidation could adversely affect the
operations and profitability of the Partnership and the Master by increasing transaction
costs to liquidate positions and foregoing potential profits.
Regulatory changes could restrict the Partnerships
operations. Regulatory changes
could adversely affect the Partnership and the Master by restricting its markets or
activities, limiting its trading and/or increasing the taxes to which investors are subject.
The General Partner is not aware of any definitive regulatory developments that might
adversely affect the Partnership and the Master; however, since June 2008, several bills
have been proposed in the U.S. Congress in response to record energy and agricultural
prices and the financial crisis. Some of the pending legislation, if enacted, could impact
the manner in which swap contracts are traded and/or settled and limit trading by
speculators (such as the Partnership and the Master) in futures and
OTC
markets. One of the proposals would authorize the CFTC and the Commission to
regulate swap transactions. Other potentially adverse regulatory initiatives could develop
suddenly and without notice.
23
Table of Contents
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
The Partnership no longer offers Redeemable Units at the Net
Asset Value per Redeemable Unit as of the end of each month.
The following chart sets forth the purchases of Redeemable Units
by the Partnership.
(d) Maximum Number |
||||||||||||||||||||
(c) Total Number |
(or Approximate |
|||||||||||||||||||
of Shares (or |
Dollar Value) of Shares |
|||||||||||||||||||
(a) Total Number |
(b) Average |
Redeemable Units) |
(or Redeemable Units) that |
|||||||||||||||||
of Shares |
Price Paid per |
Purchased as Part |
May Yet Be |
|||||||||||||||||
(or Redeemable |
Share (or |
of Publicly Announced |
Purchased Under the |
|||||||||||||||||
Period | Units) Purchased* | Redeemable Unit)** | Plans or Programs | Plans or Programs | ||||||||||||||||
July 1, 2009
July 31, 2009 |
707.3212 | $ | 1,375.98 | N/A | N/A | |||||||||||||||
August 1, 2009
August 31, 2009 |
366.3320 | $ | 1,400.39 | N/A | N/A | |||||||||||||||
September 1, 2009
September 30, 2009 |
348.2545 | $ | 1,429.99 | N/A | N/A | |||||||||||||||
1,421.9077 | $ | 1,395.50 | ||||||||||||||||||
* Generally, Limited Partners are permitted to redeem their
Redeemable Units as of the end of each month on
10 days notice to the General Partner. Under certain
circumstances, the General Partner can compel redemption but to
date the General Partner has not exercised this right. Purchases
of Redeemable Units by the Partnership reflected in the chart
above were made in the ordinary course of the Partnerships
business in connection with effecting redemptions for Limited
Partners.
** Redemptions of Redeemable Units are effected as of the last
day of each month at the Net Asset Value per Redeemable Unit as
of that day.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Submission of Matters to a Vote of Security Holders |
None.
Item 5. | Other Information |
None.
24
Table of Contents
Item 6. | Exhibits |
3.1 Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form S-1
filed on September 23, 1999 and incorporated herein by reference).
3.2 Certificate of Limited Partnership of the Partnership as filed in the Office of the Secretary
of State of the State of New York on August 25, 1999 (filed as Exhibit 3.2 to the Registration
Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
(a) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office
of the Secretary of State of the State of New York, dated May 21, 2003 (filed herein).
(b) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office
of the Secretary of State of the State of New York, dated September 21, 2005 (filed herein).
(c) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office
of the Secretary of State of the State of New York, dated September 19, 2008 (filed herein).
(d) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office
of the Secretary of State of the State of New York, dated August 27, 2008 (filed as Exhibit 99.1 to
the Form 8-K filed on September 2, 2008 and incorporated herein by reference).
(e) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office
of the Secretary of State of the State of New York, dated September 24, 2009 (filed as Exhibit 99.1
to the Form 8-K filed on September 30, 2009 and incorporated herein by reference).
10.1 Form of Customer Agreement between the Partnership and Salomon Smith Barney Inc. (filed as
Exhibit 10.3 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated
herein by reference).
10.2 Form of Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures
Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the Registration Statement
on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
(a) Form of Letter Amending Escrow Agreement among the Partnership, European American Bank,
Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3A to the
Registration Statement on Form S-1 filed on November 12, 2002 and incorporated herein by
reference).
10.3 Form of Selling Agreement among the Partnership, Smith Barney Futures Management LLC and
Salomon Smith Barney Inc. (filed as Exhibit 1.1 to the Registration Statement on Form S-1 filed on
November 12, 2002 and incorporated herein by reference).
10.4 Joinder Agreement among the Partnership, the General Partner, Citigroup Global Markets Inc.
and Morgan Stanley Smith Barney LLC, dated June 1, 2009 (filed as Exhibit 10 to the Quarterly
Report on Form 10-Q filed on August 14, 2009 and incorporated herein by reference).
10.5 Amended and Restated Advisory Agreement among the Partnership, the General Partner and
SandRidge Capital, LP, dated June 30, 2007 (filed as Exhibit 10.1 to the Quarterly Report on Form
10-Q filed on August 14, 2007 and incorporated herein by reference).
(a) Letter from the General Partner extending Advisory Agreement between the General Partner
and SandRidge Capital, L.P. for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to the Annual
Report on Form 10-K filed on March 31, 2009).
10.6 Management Agreement among the Partnership, the General Partner and Aspect Capital Limited,
dated January 3, 2002 (filed as Exhibit 99 to the Annual Report on Form 10-K filed on March 27,
2003 and incorporated herein by reference).
(a) Letter from the General Partner extending Management with Aspect Capital Limited for 2008,
dated June 5, 2008 (filed as Exhibit 10.20 to the Annual Report on Form 10-K filed on March 31,
2009 and incorporated herein by reference).
10.7 Management Agreement among the Partnership, the General Partner and Eckhardt Trading Company,
dated March 31, 2008 (filed as Exhibit 10 to the Quarterly Report on Form 10-Q filed on August 14,
2008 and incorporated herein by reference).
(a) Letter from the General Partner extending Management Agreement with Eckhardt Trading
Company for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to the Annual Report on Form 10-K
filed on March 31, 2009 and incorporated herein by reference).
10.8 Management Agreement among the Partnership, the General Partner and Campbell & Company, Inc.,
dated August 31, 1999 (filed as Exhibit 10.6 to the Registration Statement on Form S-1 filed on
September 23, 1999 and incorporated herein by reference).
(a) Letter from the General Partner extending Management Agreement with Campbell and Company
Inc. for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to Form 10-K filed on March 31, 2009 and
incorporated herein by reference).
10.9 Management Agreement among the Partnership, the General Partner and Graham Capital Management,
L.P., dated June 11, 2001 (filed as Exhibit 10 to the Annual Report on Form 10-K filed on March 27,
2002 and incorporated herein by reference).
(a) Letter from the General Partner extending Management Agreement with Graham Capital
Management, L.P. for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to the Annual Report on Form
10-K filed on March 31, 2009 and incorporated herein by reference).
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director)
Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and
Director)
Exhibit 32.1 Section 1350 Certification (Certification of President and Director)
Exhibit 32.2 Section 1350 Certification (Certification of Chief Financial Officer and Director)
25
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
DIVERSIFIED 2000 FUTURES
FUND L.P.
By: | Ceres Managed Futures LLC |
(General Partner)
By: |
/s/ Jerry
Pascucci
|
Jerry Pascucci
President and Director
Date: | November 16, 2009 |
By: |
/s/ Jennifer
Magro
|
Jennifer Magro
Chief Financial Officer and Director
(Principal Accounting Officer)
(Principal Accounting Officer)
Date: | November 16, 2009 |
26