Attached files
file | filename |
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EX-32.2 - EX-32.2 - CERES ORION L.P. | y04780exv32w2.htm |
EX-32.1 - EX-32.1 - CERES ORION L.P. | y04780exv32w1.htm |
EX-31.2 - EX-31.2 - CERES ORION L.P. | y04780exv31w2.htm |
EX-31.1 - EX-31.1 - CERES ORION L.P. | y04780exv31w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
522 Fifth Avenue 14th Floor
New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 296-1999
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§232.405 of 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. |
Managements 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
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
% 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
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
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 Partnerships 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 Partnerships 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)
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 Partnerships 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)
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)
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)
Notes to Financial Statements
March 31, 2011
(Unaudited)
The
following tables indicate the Partnerships 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: |
Partnerships 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 Partnerships 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 Partnerships 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)
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 Partnerships 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
managements 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)
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 Partnerships name.
Willowbridge trades the Partnerships 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 Masters, Willowbridge Masters and Winton
Masters (collectively, the Funds) and the Partnerships 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)
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 CGMs 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 Partnerships 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)
Notes to Financial Statements
March 31, 2011
(Unaudited)
Summarized information reflecting the Partnerships
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 | ||||||||||||||||||||||||||||
Partnerships | 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 | ||||||||||||||||||||||||||||
Partnerships | 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)
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 Partnerships assets and undistributed
profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership
under applicable law.
Market 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 Partnerships/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 Partnerships/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 Partnerships/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
Partnerships/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 Partnerships/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
Partnerships/Funds businesses, these
instruments may not be held to maturity.
16
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
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.
Partnerships 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 Partnerships 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
Partnerships 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
Partnerships 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 managements assumptions and internal valuation pricing models (Level 3).
17
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
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 Partnerships 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 Partnerships income and
expenses.
18
Orion Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
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 Partnerships financial statements to determine whether the tax positions are more-likely-than-not to be sustained by
the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet
the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The
General Partner concluded that no provision for income tax is required in the Partnerships 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. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Liquidity
and Capital Resources
The Partnership does not engage in sales of goods or services.
The Partnerships 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 Partnerships 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
Partnerships 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 Partnerships
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 Partnerships/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 Partnerships/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 Partnerships average daily equity maintained
in cash in the Partnerships (or the Partnerships
allocable portion of a Funds) 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 Partnerships 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
Partnerships 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 Partnerships
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 Advisors 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 Partnerships/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 Partnerships/Funds main line of business.
The risk to the Limited Partners that have purchased interests in the Partnership is limited
to the amount of their capital contributions to the Partnership and their share of the
Partnerships assets and undistributed profits. This limited liability is a consequence of the
organization of the Partnership as a limited partnership under applicable law.
Market movements result in frequent changes in the fair value of
the Partnerships/Funds open contracts and,
consequently, in their earnings and cash balances. The
Partnerships/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 Partnerships/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 Partnerships/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 Partnerships/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 Partnerships/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
Partnerships/Funds losses in any market sector will be limited to Value at Risk or by the
Partnerships/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 Partnerships 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
Partnerships 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 Partnerships 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 Partnerships 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 Partnerships
open positions by market category as of March 31, 2011 and December 31, 2010. As of
March 31, 2011, the Partnerships 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
Partnerships 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
Partnerships 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 Partnerships 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 Partnerships 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 Masters total capitalization
was $987,060,672. The Partnership owned approximately 34.4% of AAA Master.
As of March 31, 2011, AAA Masters Value at Risk for its assets (including the
portion of the Partnerships 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 Masters
total capitalization was $980,369,638. The Partnership owned
approximately 28.7% of AAA Master.
As of December 31, 2010, AAA Masters Value at Risk for its assets
(including the portion of the Partnerships 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 Masters total
capitalization was $168,614,835. The Partnership owned
approximately 71.1% of
Willowbridge Master.
As of March 31, 2011, Willowbridge Masters Value at Risk for its assets (including the
portion of the Partnerships 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 Masters
total capitalization was $216,298,633. The Partnership owned
approximately 70.0% of Willowbridge Master.
As of December 31, 2010, Willowbridges Master Value at Risk for its assets
(including the portion of the Partnerships 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 Masters total
capitalization was $938,086,423. The Partnership owned approximately
64.1% of Winton Master.
As of March 31, 2011, Winton Masters Value at Risk for its assets (including the
portion of the Partnerships 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 Masters
Value total capitalization was $883,719,871. The Partnership owned approximately 61.9% of Winton Master.
As of December 31, 2010, Wintons Masters Value at Risk for its assets
(including the portion of the Partnerships 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. |
27
Item 4. | Controls and Procedures |
The Partnerships disclosure controls and procedures are
designed to ensure that information required to be disclosed
by the Partnership on the reports that it files or submits under the Securities Exchange Act of
1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods
expected in the SECs 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
Partnerships external disclosures.
The General Partners CEO and CFO have evaluated the
effectiveness of the Partnerships disclosure controls and
procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) as of March 31, 2011 and, based on
that evaluation, the General Partners CEO and CFO have concluded that at that
date the Partnerships disclosure controls and procedures
were effective.
The Partnerships internal control over financial
reporting is a process under the supervision of the General
Partners CEO and CFO to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements in accordance with
GAAP. These controls include policies and procedures that:
| pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; | |
| provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnerships receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and | |
| provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnerships assets that could have a material effect on the financial statements. |
There were no changes in the Partnerships internal control
over the financial reporting process during the fiscal quarter ended
March 31, 2011 that materially affected, or are reasonably
likely to materially affect, the Partnerships internal
control over financial reporting.
28
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 Citigroups 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 Citigroups structuring and sale of
collateralized debt obligations. Citigroup is cooperating fully with the SECs inquiries.
On July 29, 2010, the SEC announced the settlement of an investigation into certain of
Citigroups 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 Citigroups, and CGM regulators and other
state and federal government agencies commenced formal and informal investigations and inquiries,
and issued subpoenas and requested information, concerning Citigroups 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.
30
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 Partnerships
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 Partnerships
business in connection with effecting redemptions for Limited
Partners.
** Redemptions of Redeemable Units are effected as of the
last day of each month at the net asset value per Redeemable
Unit as of that day. No fee will be charged for redemptions.
Item 3. | Defaults Upon Senior Securities. None. |
Item 4. | [Removed and Reserved] |
Item 5. | Other Information. None. |
31
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