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EX-31.1 - EX-31.1 - CERES ORION L.P.y04780exv31w1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2011
 
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 0-50271
 
ORION FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
 
     
New York   22-3644546
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
c/o Ceres Managed Futures LLC
522 Fifth Avenue – 14th Floor
New York, New York 10036
(Address of principal executive offices) (Zip Code)
 
(212) 296-1999
 
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes X  No  
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes    No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer    Accelerated filer    Non-accelerated filer X Smaller reporting company   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes    No X
 
As of April 30, 2011, 443,501.9109 Limited Partnership Redeemable Units were outstanding.


 

ORION FUTURES FUND L.P.
 
FORM 10-Q
 
INDEX
 
                 
            Page
            Number
 
   
               
      Item 1.     Financial Statements:    
               
            Statements of Financial Condition at
March 31, 2011 (unaudited) and December 31, 2010
  3
               
            Condensed Schedules of Investments at
March 31, 2011 (unaudited) and December 31, 2010
  4 – 5
               
            Statements of Income and Expenses
and Changes in Partners’ Capital for the three months
ended March 31, 2011 and 2010 (unaudited)
  6
               
               
            Notes to Financial Statements (unaudited)   7 – 19
               
      Item 2.     Management’s Discussion and Analysis
of Financial Condition and Results of Operations
  20 – 22
               
      Item 3.     Quantitative and Qualitative
Disclosures about Market Risk
  23 – 27
               
      Item 4.     Controls and Procedures   28
     
PART II - Other Information   29 – 34
     
Exhibits    
 
31.1       Certification
   
 
31.2       Certification
   
 
32.1       Certification
   
 
32.2       Certification
 


2


 

 
PART I
Item 1. Financial Statements
Orion Futures Fund L.P.
Statements of Financial Condition
 
                 
    (Unaudited)
March 31,
    December 31,
 
    2011     2010  
   
Assets:
               
Investment in Funds, at fair value
  $ 1,060,363,037     $ 981,904,411  
Equity in trading account:
               
Cash
    159,706,073       172,054,703  
Cash margin
    35,069,429       22,755,878  
Net unrealized appreciation on open futures contracts
    7,026,007        
Net unrealized appreciation on open forward contracts
          13,090,568  
Options purchased, at fair value (cost $3,144,227 and $2,992,890 at
March 31, 2011 and December 31, 2010, respectively)
    2,550,776       5,335,173  
 
           
 
    1,264,715,322       1,195,140,733  
Interest receivable
    10,072       15,672  
 
           
Total assets
  $ 1,264,725,394     $ 1,195,156,405  
 
           
Liabilities and Partners’ Capital:
               
Liabilities:
               
Options premium received, at fair value (premium $0 and $45,720 at
March 31, 2011 and December 31, 2010, respectively)
  $     $ 14,130  
Net unrealized depreciation on open futures contracts
          5,247,768  
Net unrealized depreciation on open forward contracts
    18,260,678        
Accrued expenses:
               
Brokerage commissions
    2,361,138       2,109,769  
Management fees
    1,823,047       1,751,605  
Administrative fees
    518,312       494,865  
Incentive fees
    2,135,984       4,494,823  
Other
    154,908       109,373  
Redemptions payable
    13,059,359       11,368,337  
 
           
Total liabilities
    38,313,426       25,590,670  
 
           
Partners’ Capital:
               
General Partner, 4,276.0755 unit equivalents outstanding at
March 31, 2011 and December 31, 2010
    11,920,972       11,777,980  
Limited Partners, 435,639.9025 and 420,343.0232 Redeemable Units outstanding at March 31, 2011 and December 31, 2010, respectively
    1,214,490,996       1,157,787,755  
 
           
Total partners’ capital
    1,226,411,968       1,169,565,735  
 
           
Total liabilities and partners’ capital
  $ 1,264,725,394     $ 1,195,156,405  
 
           
Net asset value per unit
  $ 2,787.83     $ 2,754.39  
 
           
 
See accompanying notes to financial statements.


3


 

Orion Futures Fund L.P.
Condensed Schedule of Investments
March 31, 2011

(Unaudited)
                         
                    % of Partners’  
            Fair Value     Capital  
Futures Contracts Purchased
                       
Currencies
    766       1,357,361       0.11 %
Energy
    410       1,717,317       0.14  
Grains
    620       (299,446 )     (0.02 )
Indices
    8       (1,300 )     (0.00) *
Interest Rates U.S.
    16       (5,750 )     (0.00) *
Interest Rates Non-U.S.
    47       189,333       0.01  
Livestock
    72       97,940       0.01  
Metals
    309       3,831,442       0.31  
Softs
    124       (150,776 )     (0.01 )
 
                   
Total futures contracts purchased
            6,736,121       0.55  
 
                   
Futures Contracts Sold
                       
Currencies
    396       (15,587 )     (0.00) *
Grains
    93       117,562       0.01  
Interest Rates Non-U.S.
    558       50,151       0.00 *
Metals
    362       (41,212 )     (0.00) *
Softs
    140       178,972       0.01  
 
                   
Total futures contracts sold
            289,886       0.02  
 
                   
Unrealized Appreciation on Open Forward Contracts
                       
Metals
    4,299       28,178,645       2.30  
 
                   
Total unrealized appreciation on open forward contracts
            28,178,645       2.30  
 
                   
Unrealized Depreciation on Open Forward Contracts
                       
Metals
    5,057       (46,439,323 )     (3.79 )
 
                   
Total unrealized depreciation on open forward contracts
            (46,439,323 )     (3.79 )
 
                   
Options Purchased
                       
Calls
                       
Metals
    335       2,550,776       0.21  
 
                   
Total options purchased
            2,550,776       0.21  
 
                   
Investment in Funds
                       
AAA Master Fund LLC
            339,591,575       27.69  
CMF Willowbridge Argo Master Fund LP
            119,838,286       9.77  
CMF Winton Master Fund LP
            600,933,176       49.00  
 
                   
Total investment in Funds
            1,060,363,037       86.46  
 
                   
Net fair value
          $ 1,051,679,142       85.75 %
 
                   
 
* Due to rounding
See accompanying notes to financial statements.

4


 

Orion Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2010
 
                         
    Notional ($)/
          % of Partners’
 
    Number of Contracts     Fair Value     Capital  
 
Futures Contracts Purchased
                       
Currencies
    520     $ 953,808       0.08 %
Energy
    407       1,063,222       0.09  
Grains
    1,143       2,154,944       0.18  
Interest Rates U.S. 
    380       35,017       0.00 *
Interest Rates Non-U.S. 
    238       8,350       0.00 *
Livestock
    111       95,380       0.01  
Metals
    390       3,589,090       0.31  
Softs
    518       2,648,939       0.23  
                         
Total futures contracts purchased
            10,548,750       0.90  
                         
Futures Contracts Sold
                       
Currencies
    95       26,292       0.00 *
Grains
    240       (123,200 )     (0.01 )
Interest Rates U.S. 
    12       (6,375 )     (0.00 )*
Interest Rates Non-U.S. 
    95       102,828       0.01  
Metals
    1,428       (15,796,063 )     (1.35 )
                         
Total futures contracts sold
            (15,796,518 )     (1.35 )
                         
Unrealized Appreciation on Open Forward Contracts
                       
Metals
    3,976       67,511,368       5.77  
                         
Total unrealized appreciation on open forward contracts
            67,511,368       5.77  
                         
Unrealized Depreciation on Open Forward Contracts
                       
Currencies
  $ 75,375       (313 )     0.00 *
Metals
    3,256       (54,420,487 )     (4.65 )
                         
Total unrealized depreciation on open forward contracts
            (54,420,800 )     (4.65 )
                         
Options Purchased
                       
Calls
                       
Grains
    200       55,000       0.00 *
Metals
    225       5,280,173       0.45  
                         
Total options purchased
            5,335,173       0.45  
                         
Options Premium Received
                       
Calls
                       
Metals
    60       (14,130 )     (0.00 )*
                         
Total options premium received
            (14,130 )     (0.00 )*
                         
Investment in Funds
                       
AAA Master Fund LLC
            283,238,250       24.22  
CMF Willowbridge Argo Master Fund LP
            151,432,714       12.95  
CMF Winton Master Fund LP
            547,233,447       46.79  
                         
Total investment in Funds
            981,904,411       83.96  
                         
Net fair value
          $ 995,068,254       85.08 %
                         
 
 
* Due to rounding
See accompanying notes to financial statements.


5


 

                 
    Three Months Ended  
    March 31,  
    2011     2010  
Investment Income:
               
Interest income
  $ 47,003     $ 19,766  
Interest income from investment in Funds
    235,141       105,278  
 
           
Total investment income
    282,144       125,044  
 
           
 
               
Expenses:
               
Brokerage commissions including clearing fees
    3,338,174       2,911,184  
Management fees
    5,376,649       3,995,438  
Administrative fees
    1,524,583       1,105,189  
Incentive fees
    2,135,984        
Other
    198,286       216,107  
 
           
Total expenses
    12,573,676       8,227,918  
 
           
Net investment income (loss)
    (12,291,532 )     (8,102,874 )
 
           
 
               
Trading Results:
               
Net gains (losses) on trading of commodity interests and investment in Funds:
               
Net realized gains (losses) on closed contracts
    22,354,572       (5,450,799 )
Net realized gains (losses) on investment in Funds
    48,153,657       (24,124,263 )
Change in net unrealized gains (losses) on open contracts
    (22,044,795 )     (1,060,115 )
Change in net unrealized gains (losses) on investment in Funds
    (21,382,030 )     21,263,303  
 
           
Total trading results
    27,081,404       (9,371,874 )
 
           
Net income (loss)
    14,789,872       (17,474,748 )
Subscriptions — Limited Partners
    82,092,942       154,179,330  
Subscriptions — General Partner
          1,700,000  
Redemptions — Limited Partners
    (40,036,581 )     (26,689,096 )
 
           
Net increase (decrease) in Partners’ Capital
    56,846,233       111,715,486  
Partners’ Capital, beginning of period
    1,169,565,735       815,786,554  
 
           
Partners’ Capital, end of period
  $ 1,226,411,968     $ 927,502,040  
 
           
Net asset value per unit (439,915.9780 and 351,840.1684 units outstanding at
March 31, 2011 and 2010, respectively)
  $ 2,787.83     $ 2,636.15  
 
           
 
               
Net income (loss) per unit*
  $ 33.44     $ (57.03 )
 
           
 
               
Weighted average units outstanding
    438,843.1977       336,758.0883  
 
           
 
*   Based on change in net asset value per unit.
See accompanying notes to financial statements.

6


 

Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
1.   General:
 
Orion Futures Fund L.P. (the “Partnership”), is a limited partnership organized on March 22, 1999 under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests, including futures contracts, options, swaps and forward contracts. The sectors traded include currencies, energy, grains, livestock, indices, U.S. and non-U.S. interest rates, softs and metals. The commodity interests that are traded by the Partnership and the Funds (as defined in Note 5 “Investment in Funds”) are volatile and involve a high degree of market risk. The Partnership commenced trading on June 10, 1999. The Partnership privately and continuously offers redeemable units of limited partnership interest (“Redeemable Units”) to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.
 
Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”). Morgan Stanley, indirectly through various subsidiaries, owns a majority equity interest in MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker for the Partnership, owns a minority equity interest in 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 March 31, 2011, all trading decisions for the partnership are made by the Advisors (defined below).
 
As of March 31, 2011, all trading decisions are made by Willowbridge Associates Inc. (“Willowbridge”), Winton Capital Management Limited (“Winton”) and AAA Capital Management Advisors, Ltd. (“AAA”) (each an “Advisor” and, collectively, the “Advisors”), each of which is a registered commodity trading advisor.
 
The General Partner and each limited partner of the Partnership share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of their capital contribution and profits, if any, net of distributions.
 
The accompanying financial statements and accompanying notes are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at March 31, 2011 and December 31, 2010, and the results of its operations and changes in partners’ capital for the three months ended March 31, 2011 and 2010. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2010.
 
The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates.
 
 
Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.
 


7


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
2.   Financial Highlights:
 
Changes in the net asset value per unit for the three months ended March 31, 2011 and 2010 were as follows:
                 
    Three Months Ended  
    March 31,  
    2011     2010  
Net realized and unrealized gains (losses) *
  $ 53.85     $ (41.60 )
Interest income
    0.65       0.37  
Expenses **
    (21.06 )     (15.80 )
 
           
Increase (decrease) for the period
    33.44       (57.03 )
Net asset value per unit, beginning of period
    2,754.39       2,693.18  
 
           
Net asset value per unit, end of period
  $ 2,787.83     $ 2,636.15  
 
           
 
*   Includes brokerage commissions.
 
**   Excludes brokerage commissions.
                 
    Three Months Ended  
    March 31,  
    2011     2010  
Ratios to Average Net Assets:***
               
Net investment income(loss) before incentive fees****
    (3.4 )%     (3.8 )%
 
           
 
               
Operating expenses
    3.6 %     3.9 %
Incentive fees
    0.2 %     %
 
           
Total expenses
    3.8 %     3.9 %
 
           
 
               
Total return:
               
Total return before incentive fees
    1.4 %     (2.1 )%
Incentive fees
    (0.2 )%     %
 
           
Total return after incentive fees
    1.2 %     (2.1 )%
 
           
 
***   Annualized (other than incentive fees)*
 
****   Interest income less total expenses (exclusive of incentive fees).
 
The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average net assets.
 
3.   Trading Activities:
 
The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
The customer agreements between the Partnership and CGM and the Funds and CGM give the Partnership and the Funds, respectively the legal right to net unrealized gains and losses on open futures and open forward contracts. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and open forward contracts on the Statements of Financial Condition.
 
All of the commodity interests owned by the Partnership and the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended March 31, 2011 and 2010 were 4,969 and 3,242, respectively. The monthly average number of metal forward contracts traded directly by the Partnership during the three months ended March 31, 2011 and 2010 were 9,217 and 1,427, respectively. The monthly average number of option contracts traded directly by the Partnership during the three months ended March 31, 2011 and 2010 were 342 and 20, respectively. The monthly average notional value of currency forward contracts, held directly by the Partnership, during the three months ended March 31, 2011 and 2010 were $16,830,166 and $2,594,293, respectively.


8


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
Brokerage commissions are based on the number of trades executed by the Advisors and the Funds.
 
The following tables indicate the gross fair values of derivative instruments of futures, forward and options contracts traded directly by the Partnership as separate assets and liabilities as of March 31, 2011 and December 31, 2010.
         
    March 31, 2011  
Assets
       
Futures Contracts
       
Currencies
  $ 1,432,311  
Energy
    1,726,557  
Grains
    368,011  
Interest Rates Non-U.S.
    291,614  
Livestock
    97,940  
Metals
    4,294,490  
Softs
    189,992  
 
     
Total unrealized appreciation on open futures contracts
  $ 8,400,915  
 
     
 
       
Liabilities
       
Futures Contracts
       
Currencies
  $ (90,537 )
Energy
    (9,240 )
Grains
    (549,895 )
Indices
    (1,300 )
Interest Rates U.S.
    (5,750 )
Interest Rates Non-U.S.
    (52,130 )
Metals
    (504,260 )
Softs
    (161,796 )
 
     
Total unrealized depreciation on open futures contracts
  $ (1,374,908 )
 
     
Net unrealized appreciation on open futures contracts
  $ 7,026,007 *
 
     
 
*   This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.  
         
    March 31, 2011  
Assets
       
Forward Contracts
       
Metals
  $ 28,178,645  
 
     
Total unrealized appreciation on open forward contracts
  $ 28,178,645  
 
     
 
       
Liabilities
       
Forward Contracts
       
Metals
  $ (46,439,323 )
 
     
Total unrealized depreciation on open forward contracts
  $ (46,439,323 )
 
     
Net unrealized depreciation on open forward contracts
  $ (18,260,678) **
 
     
 
**   This amount is in “Net unrealized depreciation on open forward contracts” on the Statements of Financial Condition.  
 


9


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
         
    March 31, 2011  
Assets
       
Options Purchased
       
Metals
  $ 2,550,776  
 
     
Options Purchased
  $ 2,550,776 ***
 
     
 
***   This amount is in “Options purchased, at fair value” on the Statements of Financial Condition.  
 
 
         
    December 31,
 
    2010  
 
Assets
       
Futures Contracts
       
Currencies
  $ 1,023,400  
Energy
    1,076,962  
Grains
    2,158,741  
Interest Rates U.S. 
    35,017  
Interest Rates Non-U.S. 
    113,936  
Livestock
    95,380  
Metals
    3,589,089  
Softs
    2,714,932  
         
Total unrealized appreciation on open futures contracts
  $ 10,807,457  
         
Liabilities
       
Futures Contracts
       
Currencies
  $ (43,300 )
Energy
    (13,740 )
Grains
    (126,997 )
Interest Rates U.S. 
    (6,375 )
Interest Rates Non-U.S. 
    (2,758 )
Metals
    (15,796,062 )
Softs
    (65,993 )
         
Total unrealized depreciation on open futures contracts
  $ (16,055,225 )
         
Net unrealized depreciation on open futures contracts
  $ (5,247,768 )*
         
 
 
This amount is in “Net unrealized depreciation on open futures contracts” on the Statements of Financial Condition.
         
    December 31,
 
    2010  
 
Assets
       
Forward Contracts
       
Metals
  $ 67,511,368  
         
Total unrealized appreciation on open forward contracts
  $ 67,511,368  
         
Liabilities
       
Forward Contracts
       
Currencies
  $ (313 )
Metals
    (54,420,487 )
         
Total unrealized depreciation on open forward contracts
  $ (54,420,800 )
         
Net unrealized appreciation on open forward contracts
  $ 13,090,568 **
         
Assets
       
Options Purchased
       
Grains
  $ 55,000  
Metals
    5,280,173  
         
Total options purchased
  $ 5,335,173 ***
         
Liabilities
       
Options Premium Received
       
Metals
  $ (14,130 )
         
Total options premium received
  $ (14,130 )****
         
 
 
**  This amount is in “Net unrealized appreciation on open forward contracts” on the Statements of Financial Condition.
 
***  This amount is in “Options purchased, at fair value” on the Statements of Financial Condition.
 
****  This amount is in “Options premium received, at fair value” on the Statements of Financial Condition.
 
 


10


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
The following tables indicate the Partnership’s trading results, by market sector, on derivative instruments traded directly by the Partnership for the three months ended March 31, 2011 and 2010.
                 
    Three Months Ended     Three Months Ended  
    March 31, 2011     March 31, 2010  
Sector   Total trading results     Total trading results  
Currencies
  $ (1,402,868 )   $ 470,724
Energy
    3,530,419     (3,230,788 )
Grains
    (2,466,349 )     (324,613 )
Indices
    (30,618 )      
Interest Rates U.S.
    (1,997,411 )     (1,953,819 )
Interest Rates Non-U.S.
    (15,903 )     109,962
Livestock
    (85,180 )     (420 )
Metals
    2,327,456       (3,520,884 )
Softs
    450,231       1,938,924
             
Total
  $ 309,777     $ (6,510,914 )
             
   
4.   Fair Value Measurements:
 
Partnership’s and the Funds’ Investments.  All commodity interests held by the Partnership and the Funds (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Net realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses and Changes in Partners’ Capital.

Partnership and the Funds’ Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management has concluded that based on available information in the marketplace, the Partnership’s and the Funds’ Level 1 assets and liabilities are actively traded.
GAAP also requires the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the markets become inactive. Management has concluded that based on available information in the marketplace, there has not been a significant decrease in the volume and level of activity in the Partnership’s and the Funds’ Level 2 assets and liabilities.
The Partnership and the Funds will separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and make disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy as required by GAAP.

11


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
The Partnership and the Funds consider prices for exchange-traded commodity futures, forward and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forward, swaps and certain options contracts for which market quotations are not readily available, are priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended March 31, 2011 and December 31, 2010, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
 
                                 
          Quoted Prices in
             
          Active Markets
    Significant Other
    Significant
 
          for Identical
    Observable Inputs
    Unobservable
 
    03/31/2011     Assets (Level 1)     (Level 2)     Inputs (Level 3)  
 
Assets
                               
Options purchased
  $ 2,550,776     $ 2,550,776     $     $  
Futures
    8,400,915       8,400,915              
Forwards
    28,178,645       28,178,645              
Investment in Funds
    1,060,363,037             1,060,363,037        
 
                       
Total assets
  $ 1,099,493,373     $ 39,130,336     $ 1,060,363,037     $  
 
                       
Liabilities
                               
Futures
  $ 1,374,908     $ 1,374,908     $     $  
Forwards
    46,439,323     46,439,323            
 
                       
Total liabilities
    47,814,231     47,814,231            
 
                       
Net fair value
  $ 1,051,679,142     $ (8,683,895 )   $ 1,060,363,037     $  
 
                       
 
   
          Quoted Prices in
             
          Active Markets
    Significant Other
    Significant
 
          for Identical
    Observable Inputs
    Unobservable
 
    12/31/2010*     Assets (Level 1)     (Level 2)     Inputs (Level 3)  
 
Assets
                               
Options purchased
  $ 5,335,173     $ 5,335,173     $     $  
Futures
    10,807,457       10,807,457              
Forwards
  67,511,368     67,511,368                        —  
Investment in Funds
    981,904,411             981,904,411        
                                 
Total assets
  $ 1,065,558,409     $ 83,653,998     $ 981,904,411     $  
                                 
Liabilities
                               
Futures
  $ 16,055,225     $ 16,055,225     $     $  
Forwards
    54,420,800       54,420,487       313        
Options premium received
    14,130       14,130              
                                 
Total liabilities
    70,490,155       70,489,842       313        
                                 
Net fair value
  $ 995,068,254     $ 13,164,156     $ 981,904,098     $  
                                 
 
*    The amounts have been reclassified from the December 31, 2010 prior year financial statements to conform to current year presentation based on new fair value guidance.

12


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
5.   Investment in Funds:
 
On September 1, 2001, the assets allocated to AAA for trading were invested in AAA Master Fund LLC, (“AAA Master”), a limited liability company organized under the limited liability company laws of the State of New York. The Partnership purchased 5,173.4381 units of AAA Master with cash equal to $5,173,438. AAA Master was formed in order to permit accounts managed now or in the future by AAA using the Energy Program – Futures and Swaps, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the managing member of AAA Master. Individual and pooled accounts currently managed by AAA, including the Partnership, are permitted to be non-managing members of AAA Master. The General Partner and AAA believe that trading through this structure should promote efficiency and economy in the trading process.
 
On November 1, 2004, the assets allocated to Winton for trading were invested in CMF Winton Master L.P. (“Winton Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 35,389.8399 units of Winton Master with cash equal to $33,594,083 and a contribution of open commodity futures and forward contracts with a fair value of $1,795,757. Winton Master was formed in order to permit accounts managed now or in the future by Winton 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 Winton Master. Individual and pooled accounts currently managed by Winton, including the Partnership, are permitted to be limited partners of Winton Master. The General Partner and Winton believe that trading through this structure should promote efficiency and economy in the trading process.
 
On July 1, 2005, a portion of the assets allocated to Willowbridge for trading were invested in CMF Willowbridge Argo Master Fund L.P. (“Willowbridge Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 33,529.1186 units of Willowbridge Master with cash equal to $29,866,194 and a contribution of open commodity futures and forward contracts with a fair value of $3,662,925. Willowbridge Master was formed in order to permit accounts managed now or in the future by Willowbridge using the Argo Trading System, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Willowbridge Master. Individual and pooled accounts managed by Willowbridge, including the Partnership are permitted to be limited partners of Willowbridge Master. The General Partner and Willowbridge believe that trading through this structure should promote efficiency and economy in the trading process.
 
Additional assets allocated to Willowbridge are not invested in a separate limited partnership established by the General Partner, but are held and traded by Willowbridge directly in separate managed accounts in the Partnership’s name. Willowbridge trades the Partnership’s assets directly, pursuant to its Vulcan Trading System, Consolidated Commodities Technical, Consolidated Commodities Fundamental and MStrategy trading programs.
 
The General Partner is not aware of any material changes to the trading programs discussed above during the fiscal quarter ended March 31, 2011.
 
AAA Master’s, Willowbridge Master’s and Winton Master’s (collectively, the “Funds”) and the Partnership’s trading of futures, forwards, swaps and options contracts, if applicable, on commodities is done primarily on U.S. commodity exchanges and foreign commodity exchanges. The Funds and the Partnership engage in such trading through commodity brokerage accounts maintained with CGM.
 
A limited partner/non-managing member 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 unit

13


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
as of the end of any day (the “Redemption Date”) after a request for redemption has been made to the general partner/managing member at least three days in advance of the Redemption Date. The units are classified as a liability when the limited partner/non-managing member elects to redeem and informs the Funds.
 
Management, administrative and incentive fees are charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Partnership directly and through its investments in the Funds. All other fees, including CGM’s direct brokerage commission, are charged at the Partnership level.
 
At March 31, 2011, the Partnership owned approximately 34.4% of AAA Master, 71.1% of Willowbridge Master and 64.1% of Winton Master. At December 31, 2010, the Partnership owned approximately 28.7% of AAA Master, 70.0% of Willowbridge Master and 61.9% of Winton Master. It is the Partnership’s intention to continue to invest in the Funds. 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.
                         
    March 31, 2011  
    Total Assets     Total Liabilities     Total Capital  
AAA Master
  $ 1,298,771,812     $ 311,711,140     $ 987,060,672  
Willowbridge Master
    168,695,333       80,498       168,614,835  
Winton Master
    938,976,048       889,625       938,086,423  
 
                 
Total
  $ 2,406,443,193     $ 312,681,263     $ 2,093,761,930  
 
                 
                         
    December 31, 2010  
    Total Assets     Total Liabilities     Total Capital  
AAA Master
  $ 1,234,677,140     $ 254,307,502     $ 980,369,638  
Willowbridge Master
    216,360,362       61,729       216,298,633  
Winton Master
    883,842,483       122,612       883,719,871  
 
                 
Total
  $ 2,334,879,985     $ 254,491,843     $ 2,080,388,142  
 
                 
 
Summarized information reflecting the net investment income (loss) from trading, total trading results and net income (loss) for the Funds are shown in the following tables.
                         
    For the three months ended March 31, 2011  
    Net Investment     Total Trading        
    Income (loss)     Results     Net Income (Loss)  
AAA Master
  $ (635,255   $ 23,936,932     $ 23,301,677  
Willowbridge Master
    (25,559     6,874,935       6,849,376  
Winton Master
    46,285       22,234,532       22,280,817  
 
                 
Total
  $ (614,529   $ 53,046,399     $ 52,431,870  
 
                 
 
   
    For the three months ended March 31, 2010  
    Net Investment     Total Trading        
    Income (loss)     Result     Net Income (Loss)  
AAA Master
  $ (1,020,434 )   $ (32,837,037 )   $ (33,857,471 )
Willowbridge Master
    (67,599 )     (20,526,632 )     (20,594,231 )
Winton Master
    (96,434 )     32,303,622       32,207,188  
 
                 
Total
  $ (1,184,467 )   $ (21,060,047 )   $ (22,244,514 )
 
                 


14


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
Summarized information reflecting the Partnership’s investments in, and the operations of, the Funds are as shown in the following tables.
                                                         
    March 31, 2011     For the three months ended March 31, 2011          
    % of                                  
    Partnership’s     Fair     Income     Expenses     Net     Investment   Redemption
Investment   Net Assets     Value     (Loss)     Commissions     Other     Income (Loss)     Objective   Permitted
AAA Master
    27.96 %   $ 339,591,575     $ 7,705,865     $ 209,582     $ 55,847     $ 7,440,436   Energy Markets Monthly
Willowbridge Master
    9.77 %     119,838,286       5,006,433       27,220       20,937       4,958,276   Commodity Portfolio Monthly
Winton Master
    49.00 %     600,933,176       14,294,470       80,552       18,825       14,195,093   Commodity Portfolio Monthly
 
                                             
Total
          $ 1,060,363,037     $ 27,006,768     $ 317,354     $ 95,609     $ 26,593,805          
 
                                             
                                                         
    December 31, 2010     For the three months ended March 31, 2010          
    % of                                  
    Partnership’s     Fair     Income     Expenses     Net     Investment   Redemption
Investment   Net Assets     Value     (Loss)     Commissions     Other     Income (Loss)     Objective   Permitted
AAA Master
    24.22 %   $ 283,238,250     $ (8,094,618 )   $ 234,143     $ 43,419     $ (8,372,180 )   Energy Markets Monthly
Willowbridge Master
    12.95 %     151,432,714       (12,502,125 )     50,269       12,156       (12,564,550 )   Commodity Portfolio Monthly
Winton Master
    46.79 %     547,233,447       17,841,061       91,278       9,307       17,740,476     Commodity Portfolio Monthly
 
                                             
Total
          $ 981,904,411     $ (2,755,682 )   $ 375,690     $ 64,882     $ (3,196,254 )        
 
                                             

15


 

 
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
6. Financial Instrument Risks:
 
In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments on 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, forwards and option contracts. OTC contracts are negotiated between contracting parties and include swaps and certain forward and options contracts. 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.
 
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 Partnership’s assets and undistributed profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership under applicable law.
 
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/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 Partnership/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 Partnership’s/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 is not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk because the sole counterparty or broker with respect to the Partnership’s/Funds’ assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through CGM, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.
 
As both a buyer and seller of options, the Partnership/Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/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 Partnership/Funds do not consider these contracts to be guarantees.
 
The General Partner/managing member monitors and attempts to control the Partnership’s/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 Partnership/Funds may be subject. These monitoring systems generally allow the general partner/managing member to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, forwards and 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 Partnership’s/Funds’ businesses, these instruments may not be held to maturity.

16


 

Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
7. Critical Accounting Policies:
 
Use of Estimates.  The preparation of financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates.
 
Partnership’s and the Funds’ Investments.  All commodity interests held by the Partnership and the Funds (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Net realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
Partnership and the Funds’ Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management has concluded that based on available information in the marketplace, the Partnership’s and the Funds’ Level 1 assets and liabilities are actively traded.
GAAP also requires the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the markets become inactive. Management has concluded that based on available information in the marketplace, there has not been a significant decrease in the volume and level of activity in the Partnership’s and the Funds’ Level 2 assets and liabilities.
The Partnership and the Funds will separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and make disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy as required under GAAP.
The Partnership and 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 funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended March 31, 2011 and December 31, 2010, the Partnership and the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).


17


 

Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
Futures Contracts.  The Partnership and the Funds trade futures contracts and exchange-cleared swaps. Exchange-cleared swaps are swaps that are traded as futures. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date, or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership and 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 Partnership and Funds. When the contract is closed, the Partnership and 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. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and changes in net unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the Partnership and 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 Partnership’s 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. Net realized gains (losses) and changes in net 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 and the Funds do not isolate the 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 Partnership and the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Partnership and 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 Partnership and the Funds. A contract is considered offset when all long positions have been matched with a like number of short portions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership and 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. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and changes in net unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
Options.  The Partnership and Funds may purchase and write (sell) both exchange listed and OTC 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 Partnership and 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 Partnership and the Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Net realized gains (losses) and changes in net unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
Brokerage Commissions.  Commission charges to open and close futures and exchange-traded swap contracts are expensed at the time the positions are opened. Commission charges on option contracts are expensed at the time the position is established and when the option contract is closed.
 
Income Taxes.  Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.


18


 

Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 
GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The General Partner concluded that no provision for income tax is required in the Partnership’s financial statements.
 
The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. Generally, the 2007 through 2010 tax years remain subject to examination by U.S. federal and most state tax authorities. Management does not believe that there are any uncertain tax positions that require recognition of a tax liability.
 
Subsequent Events. Management of the Partnership evaluates events that occur after the balance sheet date but before financial statements are filed. Management has assessed the subsequent events through the date of filing and determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements.
 
Net income (loss) per unit. Net income (loss) per unit is calculated in accordance with investment company guidance. See Note 2, “Financial Highlights”.


19


 

 
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Liquidity and Capital Resources
 
The Partnership does not engage in sales of goods or services. The Partnership’s assets are its (i) investment in Funds, (ii) equity in its trading account, consisting of cash and cash equivalents, net unrealized appreciation on open futures and open forward contracts, and (iii) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first quarter of 2011.
 
The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions and redemptions of Redeemable Units and distributions of profits, if any.
 
For the three months ended March 31, 2011, Partnership capital increased 4.9% from $1,169,565,735 to $1,226,411,968. This increase was attributable to the subscription of 29,746.9261 Redeemable Units totaling $82,092,942, coupled with net income from operations of $14,789,872 which was partially offset by the redemptions of 14,450.0468 Redeemable Units totaling $40,036,581. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.
 
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Management believes that the estimates utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 7 of the Financial Statements.
The Partnership/Funds records all investments at fair value in its financial statements, with changes in fair value reported as a component of net realized and change in net unrealized trading gain (loss) in the Statements of Income and Expenses and Changes in Partners’ Capital.


20


 

 
Results of Operations
 
During the Partnership’s first quarter of 2011, the net asset value per unit increased 1.2% from $2,754.39 to $2,787.83 as compared to a decrease of 2.1% in the first quarter of 2010. The Partnership experienced a net trading gain before brokerage commissions and related fees in the first quarter of 2011 of $27,081,404. Gains were primarily attributable to the Partnership’s/Funds’ trading of energy, non-U.S. interest rates, metals, softs and indices and were partially offset by losses in currencies, grains, U.S. interest rates and livestock. The Partnership experienced a net trading loss before brokerage commissions and related fees in the first quarter of 2010 of $9,371,874. Losses were primarily attributable to the Partnership’s/Funds’ trading of grains, energy, U.S. interest rates and metals and were partially offset by currencies, non-U.S. interest rates, livestock, indices and softs.
 
The most significant gains were achieved during February and March, as the Partnership recorded gains due to positions within the metals and energies sectors. Within the metals complex, long futures positions in silver and gold generated gains, as prices of silver futures extended a rally and prices of gold futures approached an all-time high amid mounting unrest in the Middle East, which spurred “safe-haven” demand for precious metals. Gains in energies were experienced due to long futures positions in Brent crude oil and heating oil as prices rose sharply after violence escalated in Libya, prompting concerns that crude supplies might be disrupted.
 
Within the agricultural markets, gains were realized primarily during January and February from long positions in cotton futures as floods in major growing regions diminished supplies while demand continued to grow, driving prices up. Within the global stock index markets, gains were experienced primarily in January and February, due largely to long positions in US equity index futures as positive economic data supported prices higher.
 
A portion of the Partnerships gains were offset by losses incurred within the global interest rate and currencies sectors. Short positions in U.S. and European interest rate futures detracted from performance during the quarter as prices increased amid concern over unrest in the Middle East, which spurred demand for the relative “safety” of government debt.
 
Losses in currencies were recorded in January and as the value of the Australian dollar, Swiss franc, Japanese yen, and Canadian dollar moved lower against the U.S. dollar following stronger-than-expected U.S. factory data and the release of minutes from the latest U.S. Federal Reserve meeting that showed optimism about the U.S. economy.
 


21


 

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 Partnership/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 Partnership expects to increase capital through operations.
 
Interest income is earned on 100% of the Partnership’s average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of a Fund’s) brokerage account at a 30-day U.S. Treasury bill rate determined weekly by CGM. Interest income for the three months ended March 31, 2011 increased by $157,100, as compared to the corresponding period in 2010. The increase in interest income is primarily due to higher U.S. Treasury bill rates for the Partnership during the three months ended March 31, 2011, as compared to the corresponding period in 2010. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on the average daily equity in the Partnership’s and the Funds’ accounts and upon interest rates over which neither the Partnership nor CGM has control.
 
Brokerage commissions are based on the number of trades executed by the Advisors. Accordingly, they must be compared in relation to the number of trades executed during the period. Brokerage commissions and fees for the three months ended March 31, 2011 increased by $426,990, as compared to the corresponding period in 2010. The increase in brokerage commissions and fees is primarily due to an increase in the number of trades during the three months ended March 31, 2011, as compared to the corresponding period in 2010.
 
Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Management fees for the three months ended March 31, 2011 increased by $1,381,211, as compared to the corresponding period in 2010. The increase in management fees is due to higher average adjusted net assets during the three months ended March 31, 2011, as compared to the corresponding period in 2010.
 
Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Administrative fees for the three months ended March 31, 2011 increased by $419,394, as compared to the corresponding period in 2010. The increase in administrative fees is due to higher average adjusted net assets during the three months ended March 31, 2011, as compared to the corresponding period in 2010.
 
Incentive fees paid by the Partnership are based on the new trading profits generated by each Advisor at the end of the quarter, as defined in the management agreements among the Partnership, the General Partner and each Advisor. Trading performance for the three months ended March 31, 2011 resulted in incentive fees of $2,135,984. There were no incentive fees earned for the three months ended March 31, 2010.
 
     In allocating the assets of the Partnership among the trading Advisors, the General Partner considers the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among trading advisors and may allocate assets to additional advisors at any time.


22


 

 
Item 3.   Quantitative and Qualitative Disclosures about Market Risk
 
The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by the Partnership/Funds are acquired for speculative trading purposes, and all or substantially all of the Partnership’s/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 Partnership’s/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 Partnership’s 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 Partnership’s/Funds’ open contracts and, consequently, in their earnings and cash balances. The Partnership’s/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 fair value of financial instruments and contracts, the diversification effects among the Partnership’s/Funds’ open contracts and the liquidity of the markets in which they trade.
 
The Partnership/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 Partnership’s/Funds’ past performances are not necessarily indicative of their future results.
 
“Value at Risk” is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/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 Partnership’s/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 Partnership’s/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risk.
 
Exchange maintenance margin requirements have been used by the Partnership/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.
 
      Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. With the exception of Willowbridge, the Advisors currently trade the Partnership’s assets indirectly in master fund managed accounts over which they have been granted limited authority to make trading decisions. Willowbridge directly trades managed accounts in the Partnership’s name. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investment in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e., in the managed account in the Partnership’s name traded by Willowbridge) and indirectly by each Fund separately. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010.
     The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31, 2011 and December 31, 2010. As of March 31, 2011, the Partnership’s total capitalization was $1,226,411,968.
 
March 31, 2011
 
                 
    Value at     % of Total  
Market Sector   Risk     Capitalization  
Currencies
  $ 11,328,622       0.93 %
Energy
    27,143,892       2.21 %
Grains
    3,804,691       0.31 %
Indices
    9,420,727       0.77 %
Interest Rates U.S.
    738,877       0.06 %
Interest Rates Non-U.S.
    4,439,819       0.36 %
Livestock
    1,460,077       0.12 %
Lumber
    14,482       0.00 %
Metals
    6,659,939       0.54 %
Softs
    6,835,466       0.56 %
             
Total
  $ 71,846,592       5.86 %
             
 
* Due to rounding


23


 

     As of December 31, 2010, the Partnership’s total capitalization was $1,169,565,735.
December 31, 2010
                 
            % of Total  
Market Sector   Value at Risk     Capitalization  
Currencies
  $ 8,784,775       0.75 %
Energy
    20,307,536       1.74 %
Grains
    5,909,516       0.50 %
Indices
    9,896,381       0.85 %
Interest Rates U.S.
    1,998,797       0.17 %
Interest Rates Non-U.S.
    4,235,023       0.36 %
Livestock
    358,716       0.03 %
Lumber
    26,863       0.00 %*
Metals
    21,262,991       1.82 %
Softs
    4,072,438       0.35 %
 
           
Total
  $ 76,853,036       6.57 %
 
           
 
* Due to rounding.
 
     The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investments in the Funds by market category as of March 31, 2011, and December 31, 2010, the highest, lowest and average values at any point during the three months ended March 31, 2011 and for the twelve months ended December 31, 2010. All open positions trading risk exposures have been included in calculating the figures set forth below.
     As of March 31, 2011, the Partnership’s Value at Risk for the portion of its assets that are traded directly by Willowbridge was as follows:
March 31, 2011
                                         
                Three months ended March 31, 2011  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capitalization     Value at Risk     Value at Risk     at Risk*  
Currencies
  $ 2,835,499       0.23 %   $ 3,244,334     $ 556,905     $ 2,007,653  
Energy
    2,149,250       0.18 %     3,820,500       576,950       1,961,283  
Grains
    1,477,900       0.12 %     2,363,500       976,500       1,596,083  
Indices
    36,000       0.00 %**     715,500       13,500       45,000  
Interest Rates U.S.
    44,000       0.00 %**     1,093,650       44,000       390,850  
Interest Rates Non-U.S.
    1,431,633       0.12 %     2,391,032       435,800       1,419,488  
Livestock
    87,100       0.01 %     116,500       6,000       73,783  
Metals
    4,183,578       0.34 %     15,676,637       3,053,595       5,890,942  
Softs
    1,003,100       0.08 %     2,120,250       293,850       1,402,367  
 
                                   
Total
  $ 13,248,060       1.08 %                        
 
                                   
 
Average of month-end Values at Risk.
 
**  Due to rounding.


24


 

     As of December 31, 2010, the Partnership’s Value at Risk for the portion of its assets that are traded directly by Willowbridge was as follows:
December 31, 2010
                                         
                Twelve months ended December 31, 2010  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capitalization     Value at Risk     Value at Risk     at Risk*  
Currencies
  $ 1,669,739       0.15 %   $ 3,324,728     $ 250,058     $ 1,570,799  
Energy
    1,572,750       0.13 %     6,356,500       56,500       2,141,045  
Grains
    1,994,050       0.17 %     4,029,150       228,250       1,329,487  
Interest Rates U.S.
    598,250       0.05 %     1,911,600       102,000       691,446  
Interest Rates Non-U.S.
    719,311       0.06 %     2,737,047       231,820       1,207,028  
Livestock
    114,300       0.01 %     394,450       8,000       125,388  
Metals
    14,637,181       1.25 %     15,575,295       260,649       6,248,420  
Softs
    1,792,700       0.15 %     2,829,825       12,500       1,230,146  
 
                                   
Total
  $ 23,098,281       1.97 %                        
 
                                   
 
*   Annual average of month-end Value at Risk.
As of March 31, 2011, AAA Master’s total capitalization was $987,060,672. The Partnership owned approximately 34.4% of AAA Master. As of March 31, 2011, AAA Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to AAA for trading) was as follows:
 
March 31, 2011
 
                                         
                Three months ended March 31, 2011  
          % of Total
    High
    Low
    Average
 
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
 
Energy
  $ 57,475,118       5.82 %   $ 57,475,118     $ 26,234,892     $ 49,405,096  
Lumber
    42,100       0.01 %**     93,600       1,600       20,167  
 
                                   
Total
  $ 57,517,218       5.83 %                        
 
                                   
 
Average monthly Values at Risk.
 
**  Due to rounding.
     As of December 31, 2010, AAA Master’s total capitalization was $980,369,638. The Partnership owned approximately 28.7% of AAA Master. As of December 31, 2010, AAA Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to AAA for trading) was as follows:
December 31, 2010
                                         
                Twelve months ended December 31, 2010  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capitalization     Value at Risk     Value at Risk     at Risk*  
Energy
  $ 51,518,525       5.26 %   $ 143,609,109     $ 51,518,525     $ 94,568,057  
Lumber
    93,600       0.01 %     126,800       22,200       57,792  
 
                                   
Total
  $ 51,612,125       5.27 %                        
 
                                   
 
*   Annual average of month-end Value at Risk.


25


 

As of March 31, 2011, Willowbridge Master’s total capitalization was $168,614,835. The Partnership owned approximately 71.1% of Willowbridge Master. As of March 31, 2011, Willowbridge Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Willowbridge for trading in Willowbridge Master) was as follows:
 
March 31, 2011
 
                                         
                    Three months ended March 31, 2011  
    Value at     % of Total     High     Low     Average  
Market Sector   Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
 
Currencies
  $ 3,114,825     1.85 %   $ 3,114,825     $ 657,720     $ 1,874,919  
Energy
    3,518,500       2.09 %     3,518,500       1,464,750       2,468,833  
Grains
    681,000       0.40 %     2,109,250       226,500       1,002,500  
Interest Rates U.S.
    415,250       0.25 %     1,011,711       302,400       361,238  
Interest Rates Non-U.S.
    1,685,948       1.00 %     2,134,289       1,229,606       1,489,274  
Metals
    3,110,127       1.84 %     3,587,000       1,760,207       2,736,952  
Softs
    2,629,700       1.56 %     2,629,700       850,500       2,240,400  
 
                                   
Total
  $ 15,155,350       8.99 %                        
 
                                   
 
  Average of month-end Values at Risk.
     As of December 31, 2010, Willowbridge Master’s total capitalization was $216,298,633. The Partnership owned approximately 70.0% of Willowbridge Master. As of December 31, 2010, Willowbridge’s Master Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Willowbridge for trading) was as follows:
December 31, 2010
                                         
                Twelve months ended December 31, 2010  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capitalization     Value at Risk     Value at Risk     at Risk*  
Currencies
  $ 2,232,591       1.03 %   $ 7,096,121     $ 940,854     $ 3,547,819  
Energy
    2,742,900       1.27 %     6,539,400       460,750       2,570,821  
Grains
    2,062,750       0.95 %     3,762,750       207,200       1,238,276  
Interest Rates U.S.
    774,255       0.36 %     3,269,700       243,600       1,143,161  
Interest Rates Non-U.S.
    1,908,692       0.88 %     5,489,653       289,858       2,700,503  
Livestock
    112,000       0.05 %     171,200       44,800       92,018  
Metals
    3,791,000       1.75 %     5,643,396       710,500       2,729,785  
Softs
    2,024,400       0.94 %     3,388,150       198,000       1,542,246  
 
                                   
Total
  $ 15,648,588       7.23 %                        
 
                                   
 
*   Annual average of month-end Value at Risk.


26


 

As of March 31, 2011, Winton Master’s total capitalization was $938,086,423. The Partnership owned approximately 64.1% of Winton Master. As of March 31, 2011, Winton Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Winton for trading) was as follows:
 
March 31, 2011
 
                                         
                  Three months ended March 31, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 9,794,825       1.04 %   $ 15,140,134     $ 8,078,809     $ 10,435,543  
Energy
    4,245,784       0.45 %     4,245,784       2,892,420       3,605,810  
Grains
    2,874,571       0.31 %     4,371,245       2,837,661       3,353,776  
Indices
    13,132,023       1.40 %     71,629,694       12,196,809       15,223,697  
Interest Rates U.S.
    635,935       0.07 %     1,592,375       635,935       1,052,308  
Interest Rates Non-U.S.
    4,987,691       0.53 %     6,560,642       3,725,576       6,008,676  
Livestock
    44,375       0.00 %**     274,700       44,375       162,775  
Metals
    6,804,273       0.73 %     7,869,347       6,413,729       7,090,013  
Softs
    1 ,220,236       0.13 %     1,476,652       463,289       916,355  
 
                                   
  $ 43,739,713       4.66 %                        
 
                                   
 
  Average of month-end Values at Risk.
**    Due to rounding.
     As of December 31, 2010, Winton Master’s Value total capitalization was $883,719,871. The Partnership owned approximately 61.9% of Winton Master. As of December 31, 2010, Winton’s Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Winton for trading) was as follows:
December 31, 2010
                                         
                Twelve months ended December 31, 2010  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capitalization     Value at Risk     Value at Risk     at Risk*  
Currencies
  $ 8,969,665       1.01 %   $ 13,529,797     $ 3,127,432     $ 9,858,603  
Energy
    3,277,769       0.37 %     4,944,082       236,988       2,213,508  
Grains
    3,992,796       0.45 %     4,064,389       556,164       2,285,359  
Indices
    15,987,691       1.81 %     22,020,780       2,382,812       12,021,182  
Interest Rates U.S.
    1,387,025       0.16 %     10,348,050       275,672       5,195,958  
Interest Rates Non-U.S.
    3,521,207       0.40 %     13,490,861       1,949,046       7,347,287  
Livestock
    268,200       0.03 %     437,350       158,080       263,226  
Metals
    6,416,979       0.73 %     8,963,451       3,939,668       5,989,765  
Softs
    1,393,632       0.16 %     2,071,953       538,916       1,029,710  
 
                                   
Total
  $ 45,214,964       5.12 %                        
 
                                   
 
*   Annual average of month-end Value at Risk.


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Item 4.   Controls and Procedures
 
The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.
 
Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.
 
The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2011 and, based on that evaluation, the General Partner’s CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.
 
The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:
 
  •     pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
 
  •     provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and
 
  •     provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.
 
There were no changes in the Partnership’s internal control over the financial reporting process during the fiscal quarter ended March 31, 2011 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


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Item 1.   Legal Proceedings.
     This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which CGM is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.
     CGM is a New York corporation with its principal place of business at 388 Greenwich St., New York, New York 10013. CGM is registered as a broker-dealer and futures commission merchant (“FCM”), and provides futures brokerage and clearing services for institutional and retail participants in the futures markets. CGM and its affiliates also provide investment banking and other financial services for clients worldwide.
     There have been no material administrative, civil or criminal actions within the past five years against CGM (formerly known as Salomon Smith Barney) or any of its individual principals and no such actions are currently pending, except as follows.
Mutual Funds
     Several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. Citigroup has received subpoenas and other requests for information from various government regulators regarding market timing, financing, fees, sales practices and other mutual fund issues in connection with various investigations. Citigroup is cooperating with all such reviews. Additionally, CGM has entered into a settlement agreement with the SEC with respect to revenue sharing and sales of classes of funds.
     On May 31, 2005, Citigroup announced that Smith Barney Fund Management LLC and CGM completed a settlement with the SEC resolving an investigation by the SEC into matters relating to arrangements between certain Smith Barney mutual funds, an affiliated transfer agent and an unaffiliated sub-transfer agent. Under the terms of the settlement, Citigroup agreed to pay fines totaling $208.1 million. The settlement, in which Citigroup neither admitted nor denied any wrongdoing or liability, includes allegations of willful misconduct by Smith Barney Fund Management LLC and CGM in failing to disclose aspects of the transfer agent arrangements to certain mutual fund investors.
     In May 2007, CGM finalized its settlement agreement with the NYSE and the New Jersey Bureau of Securities on the matter related to its market-timing practices prior to September 2003.
FINRA Settlement
     On October 12, 2009, FINRA announced its acceptance of an Award Waiver and Consent (“AWC”) in which CGM, without admitting or denying the findings, consented to the entry of the AWC and a fine and censure of $600,000. The AWC includes findings that CGM failed to adequately supervise the activities of its equities trading desk in connection with swap and related hedge trades in U.S. and Italian equities that were designed to provide certain perceived tax advantages. CGM was charged with failing to provide for effective written procedures with respect to the implementation of the trades, failing to monitor Bloomberg messages and failing to properly report certain of the trades to the NASDAQ.
Auction Rate Securities
     On May 31, 2006, the SEC instituted and simultaneously settled proceedings against CGM and 14 other broker-dealers regarding practices in the auction rate securities market. The SEC alleged that the broker-dealers violated Section 17(a)(2) of the Securities Act of 1933, as amended. The broker-dealers, without admitting or denying liability, consented to the entry of an SEC cease-and-desist order providing for censures, undertakings and penalties. CGM paid a penalty of $1.5 million.
     On August 7, 2008, Citigroup reached a settlement with the New York Attorney General, the SEC, and other state regulatory agencies, pursuant to which Citigroup agreed to offer to purchase at par auction rate securities from all Citigroup individual investors, small institutions (as defined by the terms of the settlement), and charities that purchased auction rate securities from Citigroup prior to February 11, 2008. In addition, Citigroup agreed to pay a $50 million fine to the State of New York and a $50 million fine to the other state regulatory agencies.


29


 

Subprime Mortgage-Related Actions
     The SEC, among other regulators, is investigating Citigroup’s subprime and other mortgage-related conduct and business activities, as well as other business activities affected by the credit crisis, including an ongoing inquiry into Citigroup’s structuring and sale of collateralized debt obligations. Citigroup is cooperating fully with the SEC’s inquiries.
     On July 29, 2010, the SEC announced the settlement of an investigation into certain of Citigroup’s 2007 disclosures concerning its subprime-related business activities. On October 19, 2010, the United States District Court for the District of Columbia entered a final judgment approving the settlement, pursuant to which Citigroup agreed to pay a $75 million civil penalty and to maintain certain disclosure policies, practices and procedures for a three-year period. Additional information relating to this action is publicly available in court filings under the docket number 10 Civ. 1277 (D.D.C.) (Huvelle, J.).
     The Federal Reserve Bank, the OCC and the FDIC, among other federal and state authorities, are investigating issues related to the conduct of certain mortgage servicing companies, including Citigroup affiliates, in connection with mortgage foreclosures. Citigroup is cooperating fully with these inquiries.
Credit Crisis Related Matters
     Beginning in the fourth quarter of 2007, certain of Citigroup’s, and CGM’ regulators and other state and federal government agencies commenced formal and informal investigations and inquiries, and issued subpoenas and requested information, concerning Citigroup’s subprime mortgage-related conduct and business activities. Citigroup and certain of its affiliates, including CGM, are involved in discussions with certain of its regulators to resolve certain of these matters.
     Certain of these regulatory matters assert claims for substantial or indeterminate damages. Some of these matters already have been resolved, either through settlements or court proceedings, including the complete dismissal of certain complaints or the rejection of certain claims following hearings.
     In the course of its business, CGM, as a major futures commission merchant and broker-dealer, is a party to various civil actions, claims and routine regulatory investigations and proceedings that the general partner believes do not have a material effect on the business of CGM.


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Item 1A.   Risk Factors.
 
There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.
 
For the three months ended March 31, 2011 there were additional subscriptions to Limited Partners of 29,746.9261 Redeemable Units totaling $82,092,942. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated there under.
 
Net proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options, forwards and swap contracts.
 
These Redeemable Units were purchased by accredited investors as defined in Regulation D as well as to a small number of persons who are non-accredited investors. The following chart sets forth the purchases of Redeemable Units by the Partnership.
 
                                         
                              (d) Maximum Number
 
                      (c) Total Number of
      (or Approximate
 
                      Redeemable
      Dollar Value) of
 
              (b) Average
      Units Purchased
      Redeemable Units
 
      (a) Total Number of
      Price Paid per
      as Part of
      that May Yet Be
 
      Redeemable
      Redeemable
      Publicly Announced
      Purchased Under the
 
Period     Units Purchased*       Unit**       Plans or Programs       Plans or Programs  
January 1, 2011 –
January 31, 2011
      4,726.7140       $ 2,738.70         N/A         N/A  
                                         
February 1, 2011 –
February 28, 2011
      5,038.9156       $ 2,784.76         N/A         N/A  
                                         
March 1, 2011 –
March 31, 2011
      4,684.4172       $ 2,787.83         N/A         N/A  
                                         
Total       14,450.0468       $ 2,770.69                      
                                         
 
* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the last day of each month on three business days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption, although to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for Limited Partners.
 
** Redemptions of Redeemable Units are effected as of the last day of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions.
 
Item 3.   Defaults Upon Senior Securities.  None.
 
Item 4.   [Removed and Reserved]
 
Item 5.   Other Information.  None.
 


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Item 6.   Exhibits
3.1   Second Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.1 to current report on Form 8-K/A filed on December 28, 2009) 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 the State of New York (filed as Exhibit 3.(I) to the general form for registration of securities on Form 10 filed on May 1, 2003) and incorporated herein by reference.
  (a)   1st 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 April 3, 2001 (filed as Exhibit 3.(I) to the general form for registration of securities on Form 10 filed on May 1, 2003) and incorporated herein by reference.
 
  (b)   2nd 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 as Exhibit 3.2(b) to the Form 10-Q filed on November 16, 2009) and incorporated herein by reference.
 
  (c)   3rd 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 as Exhibit 3.2(c) to the Form 10-Q filed on November 16, 2009) and incorporated herein by reference.
 
  (d)   4th 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 current report on Form 8-K filed on September 2, 2008) and incorporated herein by reference.
 
  (e)   5th 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 as Exhibit 3.2(e) to the Form 10-Q filed on November 16, 2009) and incorporated herein by reference.
 
  (f)   6th 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 30, 2009 (filed as Exhibit 99.1(a) to current report on Form 8-K filed on September 30, 2009) and incorporated herein by reference.
 
  (g)   1st Certificate of Change to the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated January 31, 2000 (filed as Exhibit 3.2(g) to the Form 10-Q filed on November 16, 2009) and incorporated herein by reference.
 
  (h)   Certificate of Amendment of the Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of the State of New York, dated June 29, 2010 (filed as exhibit 3.1(h) to the Form 8-K filed on July 2, 2010) and incorporated herein by reference.
10.1   Management Agreement among the Partnership, Smith Barney Futures Management Inc., SFG Global Investments, Inc. and AAA Capital Management Inc. (filed as Exhibit 10 to the general form for registration of securities on Form 10 filed on May 1, 2003) and incorporated herein by reference.
  (a)   First Amendment to the Management Agreement among the Partnership, Smith Barney Futures Management Inc., SFG Global Investments, Inc. and AAA Capital Management Inc. (filed as Exhibit 10 to the general form for registration of securities on Form 10 filed on May 1, 2003) and incorporated herein by reference.

32


 

  (b)   Second Amendment to the Management Agreement among Citigroup Managed Futures LLC and AAA Capital Management Inc. (filed as Exhibit 33 to the quarterly report on Form 10-Q filed on August 14, 2006) and incorporated herein by reference.
 
  (c)   Letter extending the Management Agreements between the General Partner and AAA Capital Management Inc. from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.1(c) to the annual report on Form 10-K filed on March 31, 2011) and incorporated herein by reference.
10.2   Management Agreement among the Partnership, Smith Barney Futures Management Inc., SFG Global Investments, Inc. and Willowbridge Associates Inc. (filed as Exhibit 10 to the general form for registration of securities on Form 10 filed on May 1, 2003) and incorporated herein by reference.
  (a)   First Amendment to the Management Agreement among the Partnership, Smith Barney Futures Management Inc., SFG Global Investments, Inc. and Willowbridge Associates Inc. (filed as Exhibit 10 to the general form for registration of securities on Form 10 filed on May 1, 2003) and incorporated herein by reference.
 
  (b)   Letter extending the Management Agreement between the General Partner and Willowbridge Associates Inc. from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.2(b) to the annual report on Form 10-K filed on March 31, 2011) and incorporated herein by reference.
10.3   Management Agreement among the Partnership, Citigroup Managed Futures LLC and Winton Capital Management Limited (filed as Exhibit 10 to the annual report on Form 10-K filed on March 15, 2004) and incorporated herein by reference.
  (a)   Letter extending the Management Agreement between the General Partner and Winton Capital Management Limited from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.3(b) to the annual report on Form 10-K filed on March 31, 2011) and incorporated herein by reference.
10.4   Amended and Restated Customer Agreement between the Partnership and Salomon Smith Barney Inc. (filed as Exhibit 10 to the general form for registration of securities on Form 10 filed on May 1, 2003) and incorporated herein by reference.
 
10.5   Second Amended and Restated Agency Agreement between the Partnership, Ceres Managed Futures LLC, Morgan Stanley Smith Barney LLC and CGM Inc. (filed as Exhibit 10.5 to the Form 10-Q filed on November 16, 2009) and incorporated herein by reference.
 
10.6   Form of Subscription Agreement (filed as Exhibit 10.5 to the Form 10-Q filed on November 16, 2009) and incorporated herein by reference.
 
10.7   Form of Third-Party Subscription Agreement (filed as Exhibit 10.5 to the Form 10-Q filed on November 16, 2009) and incorporated herein by reference.
 
10.8   Joinder Agreement among Citigroup Managed Futures LLC, CGM Inc. and Morgan Stanley Smith Barney LLC (filed as Exhibit 10 to the quarterly report on Form 10-Q filed on August 14, 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)

33


 

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.
 
 
ORION FUTURES FUND L.P.
 
By:    Ceres Managed Futures LLC
(General Partner)
 
By:   
/s/  Walter Davis
Walter Davis
President and Director
 
Date:  May 16, 2011
 
 
By:   
/s/  Jennifer Magro
Jennifer Magro
Chief Financial Officer and Director
(Principal Accounting Officer)
 
Date:  May 16, 2011
 


34