Millburn Multi-Markets Fund L.P. - FORM 10-Q

Attached files

file	filename
EX-32.01 - EXHIBIT 32.01 - Millburn Multi-Markets Fund L.P.	v392861_ex32-01.htm
EX-32.02 - EXHIBIT 32.02 - Millburn Multi-Markets Fund L.P.	v392861_ex32-02.htm
EX-31.01 - EXHIBIT 31.01 - Millburn Multi-Markets Fund L.P.	v392861_ex31-01.htm
EX-31.03 - EXHIBIT 31.03 - Millburn Multi-Markets Fund L.P.	v392861_ex31-03.htm
EX-31.02 - EXHIBIT 31.02 - Millburn Multi-Markets Fund L.P.	v392861_ex31-02.htm
EX-32.03 - EXHIBIT 32.03 - Millburn Multi-Markets Fund L.P.	v392861_ex32-03.htm
EXCEL - IDEA: XBRL DOCUMENT - Millburn Multi-Markets Fund L.P.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended: September 30, 2014

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 000-54028

MILLBURN MULTI-MARKETS FUND L.P.

(Exact name of registrant as specified in its charter)

Delaware		26-4038497
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

c/o MILLBURN RIDGEFIELD CORPORATION

411 West Putnam Avenue

Greenwich, Connecticut 06830

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (203) 625-7554

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 x 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 “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Millburn Multi-Markets Fund L.P.
Financial statements
For the three and nine months ended September 30, 2014 and 2013 (unaudited)

Statements of Financial Condition (a)		1
Statements of Operations (c)		2
Statements of Changes in Partners' Capital (b)		4
Statements of Financial Highlights (c)		5
Notes to Financial Statements		9

(a) At September 30, 2014 and December 31, 2013 (unaudited)

(b) For the nine months ended September 30, 2014 and 2013 (unaudited)

Millburn Multi-Markets Fund L.P.

Statements of Financial Condition (UNAUDITED)

	September 30, 2014		December 31, 2013
ASSETS
Investment in Millburn Multi-Markets Trading L.P. (the "Master Fund")	$	115,788,430	$	134,225,312
Due from Master Fund		755,913		7,461,925
Cash		501,935		45,325
TOTAL	$	117,046,278	$	141,732,562

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Capital contributions received in advance	$	498,500	$	43,000
Capital withdrawal payable		755,913		7,461,925
Due to the Master Fund		3,435		2,325
Total liabilities		1,257,848		7,507,250

PARTNERS' CAPITAL:
General Partner		2,969,617		2,572,915

Limited Partners:
Series A (107,493.8824 and 137,419.5284 units outstanding)		102,318,546		116,781,042
Series B (7,103.1652 and 11,797.5645 units outstanding)		7,351,008		10,758,367
Series C (3,003.7975 and 4,460.4110 units outstanding)		3,149,259		4,112,988
Total limited partners		112,818,813		131,652,397
Total partners' capital		115,788,430		134,225,312

TOTAL	$	117,046,278	$	141,732,562

NET ASSET VALUE PER UNIT OUTSTANDING
Series A	$	951.85	$	849.81
Series B	$	1,034.89	$	911.91
Series C	$	1,048.43	$	922.11

See notes to financial statements (Unaudited)

Millburn Multi-Markets Fund L.P.

Statements of Operations (UNAUDITED)

	For the three months ended
	September 30, 2014			September 30, 2013
NET INVESTMENT LOSS

INVESTMENT INCOME:
Interest income (allocated from the Master Fund)	$	32,033		$	61,770

EXPENSES:
Management fees		565,036			806,566
Brokerage commissions (allocated from the Master Fund)		113,746			208,407
Selling commissions and platform fees		514,406			712,453
Administrative and operating expenses		148,171			215,076
Custody fees (allocated from the Master Fund)		6,280			9,166

Total expenses		1,347,639			1,951,668

NET INVESTMENT LOSS		(1,315,606	)		(1,889,898	)

REALIZED AND UNREALIZED GAINS (LOSSES)
ALLOCATED FROM THE MASTER FUND
Net realized gains on closed positions:
Futures and forward currency contracts		6,006,764			1,309,801
Foreign exchange translation		13,995			10,752
Net change in unrealized:
Futures and forward currency contracts		(1,647,746	)		(2,921,021	)
Foreign exchange translation		(45,121	)		25,843
Net gains from U.S. Treasury notes:
Realized		3,742			-
Net change in unrealized		11,846			14,809

Net realized and unrealized gains (losses)
allocated from the Master Fund		4,343,480			(1,559,816	)

NET INCOME (LOSS)		3,027,874			(3,449,714	)

LESS PROFIT SHARE ALLOCATION		-			-
FROM THE MASTER FUND

NET INCOME (LOSS) AFTER PROFIT SHARE	$	3,027,874		$	(3,449,714	)

(Continued)

Millburn Multi-Markets Fund L.P.

Statements of Operations (UNAUDITED)

	For the nine months ended
	September 30, 2014			September 30, 2013
NET INVESTMENT LOSS

INVESTMENT INCOME:
Interest income (allocated from the Master Fund)	$	103,068		$	238,399

EXPENSES:
Management fees		1,759,863			2,783,044
Brokerage commissions (allocated from the Master Fund)		364,804			763,326
Selling commissions and platform fees		1,590,416			2,409,837
Administrative and operating expenses		472,954			736,696
Custody fees (allocated from the Master Fund)		22,440			29,849

Total expenses		4,210,477			6,722,752

NET INVESTMENT LOSS		(4,107,409	)		(6,484,353	)

REALIZED AND UNREALIZED GAINS (LOSSES)
ALLOCATED FROM THE MASTER FUND
Net realized gains (losses) on closed positions:
Futures and forward currency contracts		18,832,022			(8,550,064	)
Foreign exchange translation		(7,897	)		(147,456	)
Net change in unrealized:
Futures and forward currency contracts		(1,287,414	)		(2,292,073	)
Foreign exchange translation		(47,595	)		(3,494	)
Net gains from U.S. Treasury notes:
Realized		7,041			6,670
Net change in unrealized		13,145			4,121

Net realized and unrealized gains (losses)
allocated from the Master Fund		17,509,302			(10,982,296	)

NET INCOME (LOSS)		13,401,893			(17,466,649	)

LESS PROFIT SHARE ALLOCATION		-			-
FROM THE MASTER FUND

NET INCOME (LOSS) AFTER PROFIT SHARE	$	13,401,893		$	(17,466,649	)

See notes to financial statements (Unaudited)

(Concluded)

Millburn Multi-Markets Fund L.P.

Statements of Changes in Partners' Capital (UNAUDITED)

For the nine months ended September 30, 2014 and 2013

			Limited Partners
	General
	Partner		Series A						Series B						Series C						Total
	Amount		Amount			Units			Amount			Units			Amount			Units			Amount

PARTNERS' CAPITAL — December 31, 2013	$	2,572,915	$	116,781,042			137,419.5284		$	10,758,367			11,797.5645		$	4,112,988			4,460.4110		$	134,225,312

Capital contributions		-		2,353,343			2,596.4237			10,000			11.2465			-			-			2,363,343
Capital withdrawals		-		(28,402,286	)		(32,522.0697	)		(4,409,585	)		(4,705.6458	)		(1,390,247	)		(1,456.6135	)		(34,202,118	)
Net income after profit share		396,702		11,586,447			-			992,226			-			426,518			-			13,401,893
PARTNERS' CAPITAL — September 30, 2014	$	2,969,617	$	102,318,546			107,493.8824		$	7,351,008			7,103.1652		$	3,149,259			3,003.7975		$	115,788,430

Net Asset Value per Unit at September 30, 2014						$	951.85					$	1,034.89					$	1,048.43

				Limited Partners
	General
	Partner			Series A						Series B						Series C						Total
	Amount			Amount			Units			Amount			Units			Amount			Units			Amount

PARTNERS' CAPITAL — December 31, 2012	$	3,228,323		$	168,880,502			181,345.3268		$	20,299,372			20,671.4907		$	36,535,117			36,885.1442		$	228,943,314

Capital contributions		-			13,604,967			14,767.7910			806,000			830.2949			172,061			172.9573			14,583,028
Capital withdrawals		-			(34,829,897	)		(39,392.6972	)		(6,282,708	)		(6,598.3106	)		(32,051,554	)		(31,768.6915	)		(73,164,159	)
Net income (loss) after profit share		(226,178	)		(15,943,624	)		-			(1,440,723	)		-			143,876			-			(17,466,649	)
PARTNERS' CAPITAL — September 30, 2013	$	3,002,145		$	131,711,948			156,720.4206		$	13,381,941			14,903.4750		$	4,799,500			5,289.4100		$	152,895,534

Net Asset Value per Unit at September 30, 2013							$	840.43					$	897.91					$	907.38

See notes to financial statements (Unaudited)

Millburn Multi-Markets Fund L.P.

Statement of Financial Highlights (UNAUDITED)

For the three months ended September 30, 2014

The following information presents per unit operating performance data for each series for the three months ended September 30, 2014.

Per Unit Performance
(For a Unit Outstanding Throughout the Period)	Series A			Series B			Series C

NET ASSET VALUE PER UNIT — Beginning of period	$	927.88		$	1,004.43		$	1,016.93

INCOME (LOSS) ALLOCATED FROM MASTER FUND:
Net investment loss ⁽¹⁾		(11.30	)		(7.77	)		(7.23	)
Total trading and investing gains ⁽¹⁾		35.27			38.23			38.73

Net income before profit share allocation from Master Fund		23.97			30.46			31.50

Profit share allocation from Master Fund ^{(1) (6)}		-			-			-

Net income from operations after profit share allocation from Master Fund		23.97			30.46			31.50

NET ASSET VALUE PER UNIT — End of period	$	951.85		$	1,034.89		$	1,048.43

TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		2.58	%		3.03	%		3.10	%

LESS: PROFIT SHARE ALLOCATION FROM MASTER FUND ^{(2) (6)}		-			-			-

TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		2.58	%		3.03	%		3.10	%

RATIOS TO AVERAGE NET ASSET VALUE:
Expenses ^{(3) (4) (5)}		4.94	%		3.18	%		2.93	%
Profit share allocation from Master Fund ^{(2) (6)}		-			-			-

Total expenses		4.94	%		3.18	%		2.93	%

Net investment loss ^{(3) (4) (5)}		(4.82	)%		(3.07	)%		(2.82	)%

⁽¹⁾

The net investment loss per unit and profit share allocation from Master Fund per unit are calculated by dividing the net investment loss and profit share allocation from Master Fund by the average number of units outstanding during the period. Total trading and investing gains is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.

⁽²⁾

Not Annualized.

⁽³⁾

Annualized.

⁽⁴⁾

Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund.

⁽⁵⁾

Excludes profit share allocation from the Master Fund.

⁽⁶⁾

Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity.

See notes to financial statements (Unaudited)

(Continued)

Millburn Multi-Markets Fund L.P.

Statement of Financial Highlights (UNAUDITED)

For the three months ended September 30, 2013

The following information presents per unit operating performance data for each series for the three months ended September 30, 2013.

Per Unit Performance
(For a Unit Outstanding Throughout the Period)	Series A			Series B			Series C

NET ASSET VALUE PER UNIT — Beginning of period	$	858.18		$	912.89		$	921.95

LOSS ALLOCATED FROM MASTER FUND:
Net investment loss ⁽¹⁾		(10.40	)		(7.17	)		(6.74	)
Total trading and investing losses ⁽¹⁾		(7.35	)		(7.81	)		(7.83	)

Net loss before profit share allocation from Master Fund		(17.75	)		(14.98	)		(14.57	)

Profit share allocation from Master Fund ^{(1) (6)}		-			-			-

Net loss from operations after profit share allocation from Master Fund		(17.75	)		(14.98	)		(14.57	)

NET ASSET VALUE PER UNIT — End of period	$	840.43		$	897.91		$	907.38

TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		(2.07	)%		(1.64	)%		(1.58	)%

LESS: PROFIT SHARE ALLOCATION FROM MASTER FUND ^{(2) (6)}		-			-			-

TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		(2.07	)%		(1.64	)%		(1.58	)%

RATIOS TO AVERAGE NET ASSET VALUE:
Expenses ^{(3) (4) (5)}		5.06	%		3.31	%		3.06	%
Profit share allocation from Master Fund ^{(2) (6)}		-			-			-

Total expenses		5.06	%		3.31	%		3.06	%

Net investment loss ^{(3) (4) (5)}		(4.91	)%		(3.15	)%		(2.90	)%

⁽¹⁾

The net investment loss per unit and profit share allocation from Master Fund per unit are calculated by dividing the net investment loss and profit share allocation from Master Fund by the average number of units outstanding during the period. Total trading and investing losses are a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.

⁽²⁾

Not Annualized.

⁽³⁾

Annualized.

⁽⁴⁾

Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund.

⁽⁵⁾

Excludes profit share allocation from the Master Fund.

⁽⁶⁾

Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity.

See notes to financial statements (Unaudited)

(Concluded)

Millburn Multi-Markets Fund L.P.

Statement of Financial Highlights (UNAUDITED)

For the nine months ended September 30, 2014

The following information presents per unit operating performance data for each series for the nine months ended September 30, 2014.

Per Unit Performance
(For a Unit Outstanding Throughout the Period)	Series A			Series B			Series C

NET ASSET VALUE PER UNIT — Beginning of period	$	849.81		$	911.91		$	922.11

INCOME (LOSS) ALLOCATED FROM MASTER FUND:
Net investment loss ⁽¹⁾		(32.66	)		(22.46	)		(20.91	)
Total trading and investing gains ⁽¹⁾		134.70			145.44			147.23

Net income before profit share allocation from Master Fund		102.04			122.98			126.32

Profit share allocation from Master Fund ^{(1) (6)}		-			-			-

Net income from operations after profit share allocation from Master Fund		102.04			122.98			126.32

NET ASSET VALUE PER UNIT — End of period	$	951.85		$	1,034.89		$	1,048.43

TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		12.01	%		13.49	%		13.70	%

LESS: PROFIT SHARE ALLOCATION FROM MASTER FUND ^{(2) (6)}		-			-			-

TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		12.01	%		13.49	%		13.70	%

RATIOS TO AVERAGE NET ASSET VALUE:
Expenses ^{(3) (4) (5)}		4.96	%		3.21	%		2.96	%
Profit share allocation from Master Fund ^{(2) (6)}		-			-			-

Total expenses		4.96	%		3.21	%		2.96	%

Net investment loss ^{(3) (4) (5)}		(4.85	)%		(3.10	)%		(2.85	)%

⁽¹⁾

⁽²⁾

Not Annualized.

⁽³⁾

Annualized.

⁽⁴⁾

Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund.

⁽⁵⁾

Excludes profit share allocation from the Master Fund.

⁽⁶⁾

Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity.

See notes to financial statements (Unaudited)

(Continued)

Millburn Multi-Markets Fund L.P.

Statement of Financial Highlights (UNAUDITED)

For the nine months ended September 30, 2013

The following information presents per unit operating performance data for each series for the nine months ended September 30, 2013.

Per Unit Performance
(For a Unit Outstanding Throughout the Period)	Series A			Series B			Series C

NET ASSET VALUE PER UNIT — Beginning of period	$	931.26		$	982.00		$	990.51

LOSS ALLOCATED FROM MASTER FUND:
Net investment loss ⁽¹⁾		(33.17	)		(22.71	)		(20.95	)
Total trading and investing losses ⁽¹⁾		(57.66	)		(61.38	)		(62.18	)

Net loss before profit share allocation from Master Fund		(90.83	)		(84.09	)		(83.13	)

Profit share allocation from Master Fund ^{(1) (6)}		-			-			-

Net loss from operations after profit share allocation from Master Fund		(90.83	)		(84.09	)		(83.13	)

NET ASSET VALUE PER UNIT — End of period	$	840.43		$	897.91		$	907.38

TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		(9.75	)%		(8.56	)%		(8.39	)%

LESS: PROFIT SHARE ALLOCATION FROM MASTER FUND ^{(2) (6)}		-			-			-

TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM MASTER FUND ⁽²⁾		(9.75	)%		(8.56	)%		(8.39	)%

RATIOS TO AVERAGE NET ASSET VALUE:
Expenses ^{(3) (4) (5)}		5.09	%		3.34	%		3.04	%
Profit share allocation from Master Fund ^{(2) (6)}		-			-			-

Total expenses		5.09	%		3.34	%		3.04	%

Net investment loss ^{(3) (4) (5)}		(4.93	)%		(3.17	)%		(2.87	)%

⁽¹⁾

The net investment loss per unit and profit share allocation from Master Fund per unit are calculated by dividing the net investment loss and profit share allocation from Master Fund by the average number of units outstanding during the period. Total trading and investing losses are a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.

⁽²⁾

Not Annualized.

⁽³⁾

Annualized.

⁽⁴⁾

Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund.

⁽⁵⁾

Excludes profit share allocation from the Master Fund.

⁽⁶⁾

Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity.

See notes to financial statements (Unaudited)

(Concluded)

NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Millburn Multi-Markets Fund L.P.’s (the “Partnership”) financial condition at September 30, 2014 and December 31, 2013 and the results of its operations for the three and nine months ended September 30, 2014 and 2013 (unaudited).

These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes included in the Partnership’s 2013 annual report included in Form 10-K filed with the Securities and Exchange Commission. The December 31, 2013 information has been derived from the audited financial statements as of December 31, 2013.

The preparation of financial statements in conformity with accounting principles generally accepted (“U.S. GAAP”) in the United States of America (the “U.S.”), as detailed in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”), requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Actual results could differ from these estimates.

The Partnership enters into contracts with various financial institutions that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The Income Taxes topic of the Codification clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, 2010 to 2013, the Millburn Ridgefield Corporation (the “General Partner”) has determined that no reserves for uncertain tax positions were required.

There have been no material changes with respect to the Partnership’s critical accounting policies, off-balance sheet arrangements or disclosure of contractual obligations as reported in the Partnership's Annual Report on Form 10-K for fiscal year 2013.

2. INVESTMENT IN MILLBURN MULTI-MARKETS TRADING L.P.

The Partnership invests substantially all of its assets in Millburn Multi-Markets Trading L.P. (the “Master Fund”). The Partnership’s ownership percentage of the Master Fund at September 30, 2014 and December 31, 2013 was 72.95% and 59.64%, respectively, of total partners’ capital of the Master Fund. See the attached financial statements of the Master Fund.

3. RELATED PARTY TRANSACTIONS

The Partnership bears its own expenses, including, but not limited to, periodic legal, accounting and filing fees. Total operating expenses related to investors in the Partnership (including their pro-rata share of Master Fund expenses) are not expected to exceed 1/2 of 1% per annum of the Partnership’s average month-end partners’ capital.

During any time in which a third-party administrator is providing services to the Master Fund, as is currently the case, the General Partner is paid a monthly Administration Fee for administration services it provides calculated as a percentage of the month-end net asset value (prior to reduction for withdrawals or redemptions, management fees, amounts payable to selling agents and the administration fee then being calculated) of the Master Fund equal to 0.05% per annum of the Master Fund’s average net assets. The Partnership is allocated its pro-rata portion of the administration fee which is charged at the Master Fund level. As of September 30, 2014 and December 31, 2013, $32,014 and $33,664, respectively, were payable by the Master Fund to the General Partner and are included in “accrued expenses” in the Master Fund’s Statements of Financial Condition.

The General Partner has paid expenses incurred in connection with the organization of the Partnership and the initial offering of the units of limited partnership (“Units”). The total amount paid by the General Partner was $191,967. The Master Fund, on behalf of the Partnership, is reimbursing the General Partner for these costs in 60 equal monthly installments of $3,199 which began on August 1, 2009. However, to the extent that for any month the $3,199 exceeds 1/12 of 0.05% (0.05% per annum) of the Partnership’s month-end net asset value, such excess will not be reimbursed by the Partnership, but will be absorbed by the General Partner. As of September 30, 2014, pursuant to this calculation, $30,987 has been borne by the General Partner and will not be reimbursed by the Partnership. For each of the three and nine months ended September 30, 2014, the costs incurred by the Partnership were $3,199 and $22,396, respectively. The final accrual period was in July 31, 2014. For each of the three and nine months ended September 30, 2013, the costs incurred by the Partnership were $9,597 and $28,791, respectively. Organization and initial offering costs are included in “administrative and operating expenses” in the Master Fund’s Statements of Operations. Accordingly, as of September 30, 2014 and December 31, 2013, $3,199 and $3,199 were payable by the Master Fund to the General Partner as reimbursement for such costs and are included in “accrued expenses” in the Master Fund’s Statement of Financial Condition.

Series A Unitholders that redeem Units at or prior to the end of the first eleven months after such Units are sold shall be assessed redemption charges calculated based on their redeemed Units' net asset value as of the date of redemption. All redemption charges will be paid to the General Partner. At September 30, 2014 and December 31, 2013, there were no redemption charges owed to the General Partner.

4. FINANCIAL HIGHLIGHTS

Per Unit operating performance for Series A, Series B and Series C Units is calculated based on Unitholders’ partners’ capital for each series taken as a whole utilizing the beginning and ending net asset value per unit and weighted average number of units during the period. Weighted average number of units of each series is detailed below.

	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Series A		108,477.648		167,652.875		116,912.630		176,563.183
Series B		7,450.019		16,177.681		8,794.459		17,917.609
Series C		3,018.081		5,684.046		3,552.934		9,567.380

Millburn Multi-Markets Trading L.P.
Financial statements
For the three and nine months ended September 30, 2014 and 2013 (unaudited)

Statements of Financial Condition (a)	11
Condensed Schedules of Investments (a)	12
Statements of Operations (c)	16
Statements of Changes in Partners' Capital (b)	18
Statements of Financial Highlights (c)	19
Notes to Financial Statements	21

(a) At September 30, 2014 and December 31, 2013 (unaudited)

(b) For the nine months ended September 30, 2014 and 2013 (unaudited)

Millburn Multi-Markets Trading L.P.

Statements of Financial Condition (UNAUDITED)

	September 30, 2014		December 31, 2013
ASSETS
EQUITY IN TRADING ACCOUNTS:
Investments in U.S. Treasury notes–at fair value (amortized cost $31,570,439 and $52,439,595)	$	31,580,395	$	52,444,713
Net unrealized appreciation on open futures and forward currency contracts		1,976,967		5,422,647
Due from brokers		2,682,565		1,015,003
Cash denominated in foreign currencies (cost $5,496,347 and $7,036,099)		5,392,698		7,037,511
Total equity in trading accounts		41,632,625		65,919,874

INVESTMENTS IN U.S. TREASURY NOTES–at fair value (amortized cost $107,436,168 and $165,525,889)		107,472,883		165,550,471
CASH AND CASH EQUIVALENTS		12,480,574		6,375,769
ACCRUED INTEREST RECEIVABLE		58,603		517,220
DUE FROM MILLBURN MULTI-MARKETS LTD.		2,075		1,730
DUE FROM MILLBURN MULTI-MARKETS FUND L.P.		3,435		2,325
TOTAL	$	161,650,195	$	238,367,389

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Net unrealized depreciation on open futures and forward currency contracts	$	322,287	$	100,584
Capital withdrawals payable		879,697		8,971,204
Management fee payable		209,293		297,685
Selling commissions payable		174,206		208,312
Accrued expenses		292,822		257,634
Due to broker		1,043,439		3,412,494
Commissions and other trading fees on open futures contracts		15,970		43,361
Other liabilities		13		-
Total liabilities		2,937,727		13,291,274

PARTNERS' CAPITAL		158,712,468		225,076,115

TOTAL	$	161,650,195	$	238,367,389

See notes to financial statements (Unaudited)

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments (UNAUDITED)

September 30, 2014

FUTURES AND FORWARD CURRENCY CONTRACTS	Net Unrealized Appreciation/ (Depreciation) as a % of Partners' Capital			Net Unrealized Appreciation/ (Depreciation)

LONG FUTURES CONTRACTS:
Energies		0.00	%	$	(1,877	)
Interest rates:
30 Year U.S. Treasury Bond (253 contracts, settlement date December 2014)		0.06			101,938
Other interest rates		0.52			816,872
Total interest rates		0.58			918,810

Livestock		0.04			56,810
Metals		(0.33	)		(522,759	)
Softs		0.10			158,214
Stock indices		(1.46	)		(2,311,518	)
Total long futures contracts		(1.07	)		(1,702,320	)
SHORT FUTURES CONTRACTS:
Energies		0.61			973,657
Grains		0.77			1,225,264
Livestock		0.00			4,680
Metals		0.35			550,252
Softs		0.08			122,542
Stock indices		(0.07	)		(113,570	)
Total short futures contracts		1.74			2,762,825
TOTAL INVESTMENTS IN FUTURES CONTRACTS - Net		0.67			1,060,505
FORWARD CURRENCY CONTRACTS:
Total long forward currency contracts		(2.60	)		(4,122,264	)
Total short forward currency contracts		2.97			4,716,439
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS - Net		0.37			594,175
TOTAL		1.04	%	$	1,654,680

(Continued)

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments (UNAUDITED)

September 30, 2014

U.S. TREASURY NOTES

Face Amount		Description	Fair Value as a % of Partners' Capital			Fair Value

$	41,750,000	U.S. Treasury notes, 0.375%, 03/15/2015		26.35	%	$	41,813,604
	27,240,000	U.S. Treasury notes, 0.250%, 05/15/2015		17.18			27,272,986
	43,140,000	U.S. Treasury notes, 0.250%, 07/15/2015		27.22			43,200,665
	26,730,000	U.S. Treasury notes, 0.250%, 09/15/2015		16.86			26,766,023
		Total investments in U.S. Treasury notes
		(amortized cost $139,006,607)		87.61	%	$	139,053,278

See notes to financial statements (Unaudited)

(Concluded)

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments

December 31, 2013

	Net Unrealized
	Appreciation
	(Depreciation)			Net Unrealized
	as a % of			Appreciation
FUTURES AND FORWARD CURRENCY CONTRACTS	Partners’ Capital			(Depreciation)

FUTURES CONTRACTS
Long futures contracts:
Energies		(0.05	)%	$	(113,824	)
Grains		(0.31	)		(688,487	)
Interest rates		(0.76	)		(1,698,101	)
Livestock		0.03			57,200
Metals		1.20			2,702,747
Softs		(0.02	)		(47,908	)
Stock indices		2.47			5,556,187

Total long futures contracts		2.56			5,767,814

Short futures contracts:
Energies		(0.05	)		(110,994	)
Grains		0.25			562,205
Interest rates:
5 Year U.S. Treasury Note (-460 contracts, settlement date March 2014)		0.00			6,281
10 Year U.S. Treasury Note (-89 contracts, settlement date March 2014)		0.01			12,047
30 Year U.S. Treasury Bond (-9 contracts, settlement date March 2014)		0.00			1,094
Other interest rates		(0.05	)		(117,832	)

Total interest rates		(0.04	)		(98,410	)

Livestock		(0.01	)		(12,350	)
Metals		(0.44	)		(997,297	)
Softs		0.05			112,455
Stock indices		0.06			127,200

Total short futures contracts		(0.18	)		(417,191	)

TOTAL INVESTMENTS IN FUTURES CONTRACTS — Net		2.38			5,350,623

FORWARD CURRENCY CONTRACTS
Total long forward currency contracts		(0.15	)		(335,431	)
Total short forward currency contracts		0.13			306,871

TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS — Net		(0.02	)		(28,560	)

TOTAL		2.36	%	$	5,322,063

(Continued)

Millburn Multi-Markets Trading L.P.

Condensed Schedule of Investments

December 31, 2013

U.S. TREASURY NOTES

			Fair Value
			as a % of
Face Amount		Description	Partners’ Capital			Fair Value

$	64,750,000	U.S. Treasury notes, 1.250%, 03/15/2014		28.84	%	$	64,904,287
	27,240,000	U.S. Treasury notes, 1.000%, 05/15/2014		12.14			27,332,042
	68,540,000	U.S. Treasury notes, 0.625%, 07/15/2014		30.53			68,735,446
	56,970,000	U.S. Treasury notes, 0.250%, 09/15/2014		25.34			57,023,409

		Total investments in U.S. Treasury notes
		(amortized cost $217,965,484)		96.85	%	$	217,995,184

See notes to financial statements (Unaudited)

(Concluded)

Millburn Multi-Markets Trading L.P.

Statements of Operations (UNAUDITED)

	For the three months ended
	September 30, 2014			September 30, 2013
INVESTMENT INCOME:
Interest income	$	49,935		$	96,251

EXPENSES:
Brokerage fees		174,165			325,086
Management fees		677,597			1,007,535
Selling commissions and platform fees		518,318			717,250
Administrative and operating expenses		189,905			289,817
Custody fees		10,467			14,087
Total expenses		1,570,452			2,353,775

NET INVESTMENT LOSS		(1,520,517	)		(2,257,524	)

REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains (losses) on closed positions:
Futures and forward currency contracts		10,183,409			1,980,475
Foreign exchange translation		70,618			(19,412	)
Net change in unrealized:
Futures and forward currency contracts		(4,477,832	)		(4,426,380	)
Foreign exchange translation		(100,960	)		76,645
Net gains from U.S. Treasury notes:
Realized		5,226			-
Net change in unrealized		14,866			23,419
Total net realized and unrealized gains (losses)		5,695,327			(2,365,253	)

NET INCOME (LOSS)		4,174,810			(4,622,777	)
LESS PROFIT SHARE TO (FROM) GENERAL PARTNER		(58,956	)		-
NET INCOME (LOSS) AFTER PROFIT SHARE TO GENERAL PARTNER	$	4,233,766		$	(4,622,777	)

(Continued)

Millburn Multi-Markets Trading L.P.

Statements of Operations (UNAUDITED)

	For the nine months ended
	September 30, 2014			September 30, 2013
INVESTMENT INCOME:
Interest income	$	176,099		$	362,893

EXPENSES:
Brokerage fees		619,604			1,164,360
Management fees		2,303,363			3,452,319
Selling commissions and platform fees		1,602,290			2,436,833
Administrative and operating expenses		679,003			976,069
Custody fees		37,485			44,832
Total expenses		5,241,745			8,074,413

NET INVESTMENT LOSS		(5,065,646	)		(7,711,520	)

REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains (losses) on closed positions:
Futures and forward currency contracts		33,494,391			(13,167,406	)
Foreign exchange translation		32,246			(261,263	)
Net change in unrealized:
Futures and forward currency contracts		(3,667,383	)		(3,753,053	)
Foreign exchange translation		(105,061	)		34,709
Net gains from U.S. Treasury notes:
Realized		10,939			10,188
Net change in unrealized		16,971			5,209
Total net realized and unrealized gains (losses)		29,782,103			(17,131,616	)

NET INCOME (LOSS)		24,716,457			(24,843,136	)
LESS PROFIT SHARE TO GENERAL PARTNER		460,842			9,932
NET INCOME (LOSS) AFTER PROFIT SHARE TO GENERAL PARTNER	$	24,255,615		$	(24,853,068	)

(Concluded)

See notes to financial statements (Unaudited)

Millburn Multi-Markets Trading L.P.

Statements of Changes in Partners' Capital (UNAUDITED)

For the nine months ended September 30, 2014:

	Limited Partners			New Profit Memo Account		General Partner			Total
PARTNERS' CAPITAL - January 1, 2014	$	223,671,126		$	-	$	1,404,989		$	225,076,115
Contributions		6,408,343			-		-			6,408,343
Withdrawals		(96,988,434	)		-		(500,000	)		(97,488,434	)
Net income		24,480,451			20,410		215,596			24,716,457
General Partner's allocation - profit share		(460,842	)		460,829		-			(13	)
PARTNERS' CAPITAL- September 30, 2014	$	157,110,644		$	481,239	$	1,120,585		$	158,712,468

For the nine months ended September 30, 2013:

	Limited Partners			New Profit Memo Account			General Partner			Total
PARTNERS' CAPITAL - January 1, 2013	$	332,882,210		$	-		$	1,682,328		$	334,564,538
Contributions		18,125,355			-			-			18,125,355
Withdrawals		(85,571,002	)		-			-			(85,571,002	)
Net loss		(24,727,597	)		(854	)		(114,685	)		(24,843,136	)
General Partner's allocation - profit share		(9,932	)		9,932			-			-
PARTNERS' CAPITAL- September 30, 2013	$	240,699,034		$	9,078		$	1,567,643		$	242,275,755

See notes to financial statements (Unaudited)

Millburn Multi-Markets Trading L.P.

Statements of Financial Highlights (UNAUDITED)

The following information presents financial highlights of a Limited Partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and an annual profit share of 20% of Trading Profits (as defined in the Limited Partnership Agreement).

	For the three months ended						For the nine months ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013

Total return before General Partner profit share allocation ⁽³⁾		3.15	%		(1.52	)%		13.94	%		(8.20	)
Less: General Partner profit share allocation ⁽³⁾		-			-			-			-

Total return after General Partner profit share allocation ⁽³⁾		3.15	%		(1.52	)%		13.94	%		(8.20	)

Ratios to average net asset value:
Expenses ^{(1) (4)}		2.72	%		2.76	%		2.67	%		2.82
General Partner profit share allocation ⁽³⁾		-			-			-			-

Total expenses ⁽¹⁾		2.72	%		2.76	%		2.67	%		2.82

Net investment loss ^{(1) (2) (4)}		(2.60	)%		(2.60	)%		(2.55	)%		(2.65	)

Total returns and the ratios to average net asset value are calculated for a Limited Partner. An individual Limited Partner’s total returns and ratios may vary from the above total returns and ratios based on different management fee and General Partner profit share allocation agreements and the timing of contributions and withdrawals.

⁽¹⁾Includes the Partnership's proportionate share of expenses allocated from the Partnership's operations.

⁽²⁾ Excludes General Partner profit share allocation and includes interest income.

⁽³⁾ Not Annualized

⁽⁴⁾Annualized

See notes to financial statements (Unaudited)

Millburn Multi-Markets Trading L.P.

Statements of Financial Highlights (UNAUDITED)

The following information presents financial highlights for Limited Partners as a whole.

	For the three months ended						For the nine months ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013

Total return before General Partner profit share allocation ⁽³⁾		2.92	%		(1.74	)%		13.27	%		(8.86	)%
Less: General Partner profit share allocation ⁽³⁾		(0.03	)		-			0.23			-

Total return after General Partner profit share allocation ⁽³⁾		2.95	%		(1.74	)%		13.04	%		(8.86	)%

Ratios to average net asset value:
Expenses ^{(1) (4)}		3.52	%		3.68	%		3.43	%		3.77	%
General Partner profit share allocation ⁽³⁾		(0.03	)		-			0.23			-

Total expenses ⁽¹⁾		3.49	%		3.68	%		3.66	%		3.77	%

Net investment loss ^{(1) (2) (4)}		(3.40	)%		(3.52	)%		(3.31	)%		(3.60	)%

⁽¹⁾Includes the Partnership's proportionate share of expenses allocated from the Partnership's operations.

⁽²⁾ Excludes General Partner profit share allocation and includes interest income.

⁽³⁾ Not Annualized

⁽⁴⁾Annualized

See notes to financial statements (Unaudited)

NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Master Fund engages in the speculative trading of futures and forward currency contracts and also acts as a master fund for the Partnership, Millburn Multi-Markets Ltd., a Cayman Islands exempted company (the “Cayman Feeder”) and previously for Millburn Multi-Markets Low Vol. SPC, a Cayman Islands Segregated Portfolio Company (the “Cayman SPC Feeder”). The Cayman SPC Feeder was liquidated on August 31, 2014

The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Master Fund’s financial condition at September 30, 2014 (unaudited) and December 31, 2013 and the results of its operations for the three and nine months ended September 30, 2014 and 2013 (unaudited).

These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes included in the Master Fund’s annual report for the year ended December 31, 2013 included in the Partnership’s annual report on Form 10-K filed with the Securities and Exchange Commission. The December 31, 2013 information has been derived from the audited financial statements as of December 31, 2013.

The Master Fund enters into contracts with various financial institutions that contain a variety of indemnifications. The Master Fund's maximum exposure under these arrangements is unknown. However, the Master Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The Income Taxes topic of the Codification clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, 2010 to 2013, the General Partner has determined that no reserves for uncertain tax positions were required.

2. INVESTORS IN MILLBURN MULTI-MARKETS TRADING L.P.

The Partnership and the Cayman Feeder invest substantially all of their assets in the Master Fund, and until its liquidation on August 2014, the Cayman SPC Feeder invested approximately two-thirds of its assets in the Master Fund. At September 30, 2014 and December 31, 2013, the respective ownership percentages of the Master Fund are detailed below. The remaining interests are held by direct investors in the Master Fund.

	September 30,			December 31,
	2014			2013
Partnership		72.95	%		59.64	%
Cayman Feeder		5.53	%		3.60	%
Cayman SPC Feeder		-	%		23.54	%

Total		78.48	%		86.78	%

The capital withdrawals payable at September 30, 2014 and December 31, 2013 were $879,697 and $8,971,204, respectively, detailed below. There were no redemptions payable to the Cayman SPC Feeder or Cayman Feeder at September 30, 2014 or December 31, 2013.

	September 30,		December 31,
	2014		2013
Direct investors (1)	$	123,784	$	1,509,279
Partnership		755,913		7,461,925

Total	$	879,697	$	8,971,204

(1) Includes General Partner redemptions at December 31, 2013 of $9,279

The Master Fund bears expenses, including, but not limited to, periodic legal, accounting and filing fees, up to an amount equal to 1/4 of 1% per annum of average net assets of the Master Fund (the “Expense Cap”). Amounts subject to the Expense Cap include expenses incurred at the Master Fund and Cayman Feeder level and the Administration Fee due to the General Partner, as general partner of the Master Fund. The General Partner bears any excess over such amounts.

3. FAIR VALUE

The Fair Value Measurements and Disclosures topic of the Codification defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In determining fair value, the Master Fund separates its investments into two categories: cash instruments and derivative contracts.

Cash Instruments. The Master Fund’s cash instruments are generally classified within Level 1 of the fair value hierarchy because they are typically valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets include U.S. government obligations. The General Partner does not adjust the quoted price for such instruments, even in situations where the Master Fund holds a large position and a sale could reasonably impact the quoted price.

Derivative Contracts. Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded futures contracts are valued based on quoted closing settlement prices and typically fall within Level 1 of the fair value hierarchy.

Spot currency contracts are valued based on current market prices (“Spot Price”). Forward currency contracts are valued based on pricing models that consider the Spot Price plus the financing cost or benefit (“Forward Point”). Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Master Fund may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of months from the date the forward currency contract is being valued to its maturity date (“Months to Maturity”), then identifying the forward currency contracts for the two forward months that are closest to the Months to Maturity (“Forward Month Contracts”). Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated Forward Point. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

During the three and nine months ended September 30, 2014 and 2013, there were no transfers of assets or liabilities between Level 1 and Level 2. The following tables represent the Master Fund’s investments by hierarchical level as of September 30, 2014 and December 31, 2013 in valuing the Master Fund’s investments at fair value. At September 30, 2014 and December 31, 2013, the Master Fund had no assets or liabilities in Level 3.

Financial assets and liabilities at fair value as of September 30, 2014

	Level 1			Level 2		Total

U.S. Treasury notes (1)	$	139,053,278		$	-	$	139,053,278

Exchange-traded futures contracts
Energies		971,780			-		971,780
Grains		1,225,264			-		1,225,264
Interest rates		918,810			-		918,810
Livestock		61,490			-		61,490
Metals		27,493			-		27,493
Softs		280,756			-		280,756
Stock indices		(2,425,088	)		-		(2,425,088	)

Total exchange-traded futures contracts		1,060,505			-		1,060,505

Over-the-counter forward currency contracts		-			594,175		594,175

Total futures and forward currency contracts (2)		1,060,505			594,175		1,654,680

Total financial assets and liabilities at fair value	$	140,113,783		$	594,175	$	140,707,958

Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in brokers' trading accounts as collateral						$	31,580,395
Investments in U.S. Treasury notes held in custody							107,472,883
Total investments in U.S. Treasury notes						$	139,053,278

(2)
Net unrealized appreciation on open futures and forward currency contracts						$	1,976,967
Net unrealized depreciation on open futures and forward currency contracts							(322,287	)
Total unrealized appreciation on open futures and forward currency contracts						$	1,654,680

Financial assets and liabilities at fair value as of December 31, 2013

	Level 1			Level 2			Total

U.S. Treasury notes (1)	$	217,995,184		$	-		$	217,995,184

Exchange-traded futures contracts
Energies		(224,818	)		-			(224,818	)
Grains		(126,282	)		-			(126,282	)
Interest rates		(1,796,511	)		-			(1,796,511	)
Livestock		44,850			-			44,850
Metals		1,705,450			-			1,705,450
Softs		64,547			-			64,547
Stock indices		5,683,387			-			5,683,387

Total exchange-traded futures contracts		5,350,623			-			5,350,623

Over-the-counter forward currency contracts		-			(28,560	)		(28,560	)

Total futures and forward currency contracts (2)		5,350,623			(28,560	)		5,322,063

Total financial assets and liabilities at fair value	$	223,345,807		$	(28,560	)	$	223,317,247

Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in brokers' trading accounts as collateral							$	52,444,713
Investments in U.S. Treasury notes held in custody								165,550,471
Total investments in U.S. Treasury notes							$	217,995,184

(2)
Net unrealized appreciation on open futures and forward currency contracts							$	5,422,647
Net unrealized depreciation on open futures and forward currency contracts								(100,584	)
Total unrealized appreciation on open futures and forward currency contracts							$	5,322,063

4. DERIVATIVE INSTRUMENTS

The Derivatives and Hedging topic of the Codification requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.

The Master Fund’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Master Fund’s open positions and the liquidity of the markets in which it trades.

The Master Fund engages in the speculative trading of futures and forward contracts on interest rates, grains, softs, currencies, metals, energies, livestock and stock indices. The following were the primary trading risk exposures of the Master Fund at September 30, 2014 by market sector:

Agricultural (grains, livestock and softs) – The Master Fund’s primary exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions, as well as supply and demand factors.

Currencies – Exchange rate risk is a principal market exposure of the Master Fund. The Master Fund’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. The fluctuations are influenced by interest rate changes, as well as political and general economic conditions. The Master Fund trades in a large number of currencies, including cross-rates—e.g., positions between two currencies other than the U.S. dollar.

Energies – The Master Fund’s primary energy market exposure is to gas and oil price movements often resulting from political developments in the oil producing countries and economic conditions worldwide. Energy prices are volatile and substantial profits and losses have been and are expected to continue to be experienced in this sector.

Interest rates – Interest rate movements directly affect the price of the sovereign bond futures positions held by the Master Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country, as well as relative interest rate movements between countries may materially impact the Master Fund’s profitability. The Master Fund’s primary interest rate exposure is to interest rate fluctuations in countries or regions including Australia, Canada, Japan, Switzerland, the United Kingdom, the U.S. and the Eurozone. However, the Master Fund also may take positions in futures contracts on the government debt of other nations. The General Partner anticipates that interest rates in these industrialized countries or areas, both long-term and short-term, will remain the primary interest rate market exposure of the Master Fund for the foreseeable future.

Metals – The Master Fund’s metals market exposure is to fluctuations in the price of aluminum, copper, gold, lead, nickel, platinum, silver, tin and zinc.

Stock indices – The Master Fund’s equity exposure, through stock index futures, is to equity price risk in the major industrialized countries, as well as other countries.

The Derivatives and Hedging topic of the Codification requires entities to recognize in the Statements of Financial Condition all derivative contracts as assets or liabilities. Fair values of futures and forward currency contracts in an asset position by counterparty are recorded in the Statements of Financial Condition as “Net unrealized appreciation on open futures and forward currency contracts.” Fair values of futures and forward currency contracts in a liability position by counterparty are recorded in the Statements of Financial Condition as “Net unrealized depreciation on open futures and forward currency contracts.” The Master Fund’s policy regarding fair value measurement is discussed in the Fair Value and Disclosures note, contained herein.

Since the derivatives held or sold by the Master Fund are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of the Derivatives and Hedging guidance. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Master Fund’s trading gains and losses in the Statements of Operations.

The following tables present the fair value of open futures and forward currency contracts, held long or sold short, at September 30, 2014 and December 31, 2013. Fair value is presented on a gross basis even though the contracts are subject to master netting agreements and qualify for net presentation in the Master Fund’s Statements of Financial Condition.

Fair value of futures and forward currency contracts at September 30, 2014

											Net Unrealized Gain (Loss)
	Fair Value - Long Positions					Fair Value - Short Positions					on Open
Sector	Gains		Losses			Gains		Losses			Positions
Futures contracts:
Energies	$	-	$	(1,877	)	$	1,117,447	$	(143,790	)	$	971,780
Grains		-		-			1,231,140		(5,876	)		1,225,264
Interest rates		1,774,322		(855,512	)		-		-			918,810
Livestock		57,360		(550	)		4,680		-			61,490
Metals		81,650		(604,409	)		564,153		(13,901	)		27,493
Softs		173,100		(14,886	)		208,809		(86,267	)		280,756
Stock indices		354,681		(2,666,199	)		-		(113,570	)		(2,425,088	)
Total futures contracts		2,441,113		(4,143,433	)		3,126,229		(363,404	)		1,060,505

Forward currency contracts		75,941		(4,198,205	)		5,065,404		(348,965	)		594,175

Total futures and forward currency contracts	$	2,517,054	$	(8,341,638	)	$	8,191,633	$	(712,369	)	$	1,654,680

Fair value of futures and forward currency contracts at December 31, 2013

											Net Unrealized Gain (Loss)
	Fair Value - Long Positions					Fair Value - Short Positions					on Open
Sector	Gains		Losses			Gains		Losses			Positions
Futures contracts:
Energies	$	324,204	$	(438,028	)	$	116,564	$	(227,558	)	$	(224,818	)
Grains		13,743		(702,230	)		572,390		(10,185	)		(126,282	)
Interest rates		269,826		(1,967,927	)		75,706		(174,116	)		(1,796,511	)
Livestock		61,020		(3,820	)		8,290		(20,640	)		44,850
Metals		3,040,144		(337,397	)		150,605		(1,147,902	)		1,705,450
Softs		117,351		(165,259	)		138,379		(25,924	)		64,547
Stock indices		5,585,169		(28,982	)		146,700		(19,500	)		5,683,387
Total futures contracts		9,411,457		(3,643,643	)		1,208,634		(1,625,825	)		5,350,623

Forward currency contracts		1,735,216		(2,070,647	)		757,083		(450,212	)		(28,560	)

Total futures and forward currency contracts	$	11,146,673	$	(5,714,290	)	$	1,965,717	$	(2,076,037	)	$	5,322,063

The effect of trading futures and forward currency contracts is represented on the Master Fund’s Statements of Operations for the three and nine months ended September 30, 2014 and 2013 as “Net realized gains (losses) on closed positions: Futures and forward currency contracts” and “Net change in unrealized: Futures and forward currency contracts.” These trading gains and losses are detailed below.

Trading gains (losses) of futures and forward currency contracts for the three and nine months ended September 30, 2014 and 2013

	Three months			Three months			Nine months			Nine months
	ended:			ended:			ended:			ended:
	September 30,			September 30,			September 30,			September 30,
Sector	2014			2013			2014			2013
Futures contracts:
Energies	$	98,352		$	(329,347	)	$	2,290,736		$	(4,244,943	)
Grains		3,741,002			1,510,125			3,718,948			1,702,592
Interest rates		4,083,906			(1,859,594	)		18,392,078			(18,374,879	)
Livestock		(186,430	)		184,380			942,780			(889,150	)
Metals		742,968			(5,761,316	)		(1,835,194	)		(1,904,083	)
Softs		2,086,203			(447,178	)		2,449,208			310,567
Stock indices		(2,363,932	)		4,313,360			2,622,108			14,903,144
Total futures contracts		8,202,069			(2,389,570	)		28,580,664			(8,496,752	)

Forward currency contracts		(2,496,492	)		(56,335	)		1,246,344			(8,423,707	)

Total futures and forward currency contracts	$	5,705,577		$	(2,445,905	)	$	29,827,008		$	(16,920,459	)

For the three months ended September 30, 2014, the monthly average number of futures contracts bought and sold was 16,555 and 17,890, respectively, and the monthly average notional value of forward currency contracts traded was approximately $735,000,000. Over the same period in 2013, the monthly average of futures contracts bought and sold was 31,895 and 27,153, respectively, and the monthly average notional value of forward currency contracts traded was approximately $1,035,000,000.

In December 2011, FASB issued Accounting Standard Update (“ASU”) 2011-11, “Disclosures about Offsetting Assets and Liabilities” which created a new disclosure requirement about the nature of an entity’s rights of setoff and the related arrangement associated with its financial instruments and derivative instruments. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the Statements of Financial Condition and instruments and transactions subject to an agreement similar to a master netting agreement. The following tables present gross amounts of assets or liabilities which qualify for offset as presented in the Statements of Financial Condition at September 30, 2014 and December 31, 2013.

The customer agreements between the Partnership, the futures clearing brokers including Deutsche Bank Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG), and J.P. Morgan Securities LLC., as well as the FX prime brokers including Barclays Bank PLC, Deutsche Bank AG and Morgan Stanley & Co., LLC, gives the Partnership the legal right to net unrealized gains and losses on open futures and foreign currency contracts. The Partnership netted, for financial reporting purposes, the unrealized gains and losses on open futures and forward currency contracts on the Statements of Financial Condition as the criteria under ASC 210-20, “Balance Sheet,” were met. The Partnership ceased clearing trades through Barclays Capital Inc. during June 2014.

Effective January 1, 2014, the Partnership adopted ASU 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements.” ASU 2013-08 changes the approach to the investment company assessment, requires non-controlling ownership interests in other investment companies to be measured at fair value, and requires additional disclosures about the investment company’s status as an investment company. ASU 2013-08 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of this ASU did not have a material impact on the Partnership’s financial statements. Based on management’s assessment, the Partnership has been deemed to be an investment company since inception. It has all of the fundamental characteristics of an investment company. Although the Partnership does not possess all of the typical characteristics of an investment company, its activities are consistent with those of an investment company.

Offsetting of derivative assets and liabilities at September 30, 2014

Assets	Gross amounts of recognized assets		Gross amounts offset in the Statement of Financial Condition			Net amounts of assets presented in the Statement of Financial Condition
Futures contracts
Counterparty D	$	3,228,237	$	(1,886,177	)	$	1,342,060
Total futures contracts		3,228,237		(1,886,177	)		1,342,060

Forward currency contracts
Counterparty H		5,107,999		(4,473,092	)		634,907
Total forward currency contracts		5,107,999		(4,473,092	)		634,907

Total assets	$	8,336,236	$	(6,359,269	)	$	1,976,967

Liabilities	Gross amounts of recognized liabilities		Gross amounts offset in the Statement of Financial Condition			Net amounts of assets presented in the Statement of Financial Condition
Futures contracts
Counterparty D	$	2,620,660	$	(2,339,105	)	$	281,555
Total futures contracts		2,620,660		(2,339,105	)		281,555

Forward currency contracts
Counterparty F		33,758		-			33,758
Counterparty G		40,320		(33,346	)		6,974
Total forward currency contracts		74,078		(33,346	)		40,732

Total liabilities	$	2,694,738	$	(2,372,451	)	$	322,287

			Amounts Not Offset in the Statement of Financial Condition
Counterparty	Net amounts of Assets presented in the Statement of Financial Condition		Financial Instruments		Collateral Received(1)(2)			Net Amount(3)(4)

Counterparty D	$	1,342,060	$	-	$	(1,342,060	)	$	-
Counterparty H		634,907		-		(634,907	)		-

Total	$	1,976,967	$	-	$	(1,976,967	)	$	-

			Amounts Not Offset in the Statement of Financial Condition
Counterparty	Net amounts of Liabilities presented in the Statement of Financial Condition		Financial Instruments		Collateral Pledged(1)(2)			Net Amount(3)(4)

Counterparty D	$	281,555	$	-	$	(281,555	)	$	-
Counterparty F		33,758		-		(33,758	)		-
Counterparty G		6,974		-		(6,974	)		-

Total	$	322,287	$	-	$	(322,287	)	$	-

⁽¹⁾ Collateral received and pledged includes both cash and U.S. Treasury notes held at each respective broker.

⁽²⁾ Collateral disclosed is limited to an amount not to exceed 100% of the net amount of assets presented in the Statement of Financial Condition, for each respective counterparty.

⁽³⁾ Net amount represents the amount that is subject to loss in the event of a counterparty failure as of September 30, 2014.

⁽⁴⁾ Net amount represents the amounts owed by the Partnership to each counterparty as of September 30, 2014.

Offsetting of derivative assets and liabilities at December 31, 2013

Assets	Gross amounts of recognized assets		Gross amounts offset in the Statement of Financial Condition			Net amounts of assets presented in the Statement of Financial Condition
Futures contracts
Counterparty A	$	2,277,503	$	(400,071	)	$	1,877,432
Counterparty C		6,037,494		(3,092,216	)		2,945,278
Counterparty D		2,305,094		(1,777,181	)		527,913
Total futures contracts		10,620,091		(5,269,468	)		5,350,623

Forward currency contracts
Counterparty F		229,752		(207,282	)		22,470
Counterparty G		53,380		(3,826	)		49,554
Total forward currency contracts		283,132		(211,108	)		72,024

Total assets	$	10,903,223	$	(5,480,576	)	$	5,422,647

Liabilities	Gross amounts of recognized liabilities		Gross amounts offset in the Statement of Financial Condition			Net amounts of assets presented in the Statement of Financial Condition
Forward currency contracts
Counterparty H	$	2,309,751	$	(2,209,167	)	$	100,584

Total liabilities	$	2,309,751	$	(2,209,167	)	$	100,584

			Amounts Not Offset in the Statement of Financial Condition
Counterparty	Net amounts of Assets presented in the Statement of Financial Condition		Financial Instruments		Collateral Received(1)(2)			Net Amount(3)(4)

Counterparty A	$	1,877,432	$	-	$	(1,877,432	)	$	-
Counterparty C		2,945,278		-		(2,945,278	)		-
Counterparty D		527,913		-		(527,913	)		-
Counterparty F		22,470		-		(22,470	)		-
Counterparty G		49,554		-		(49,554	)		-

Total	$	5,422,647	$	-	$	(5,422,647	)	$	-

			Amounts Not Offset in the Statement of Financial Condition
Counterparty	Net amounts of Liabilities presented in the Statement of Financial Condition		Financial Instruments		Collateral Pledged(1)(2)			Net Amount(3)(4)

Counterparty H	$	100,584	$	-	$	(100,584	)	$	-

Total	$	100,584	$	-	$	(100,584	)	$	-

⁽¹⁾ Collateral received and pledged includes both cash and U.S. Treasury notes held at each respective broker.

⁽²⁾ Collateral disclosed is limited to an amount not to exceed 100% of the net amount of assets presented in the Statement of Financial Condition, for each respective counterparty.

⁽³⁾ Net amount represents the amount that is subject to loss in the event of a counterparty failure as of December 31, 2013.

⁽⁴⁾ Net amount represents the amounts owed by the Partnership to each counterparty as of December 31, 2013.

CONCENTRATION OF CREDIT RISK

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. Credit risk is normally reduced to the extent that an exchange or clearing organization acts as a counterparty to futures transactions since typically the collective credit of the members of the exchange is pledged to support the financial integrity of the exchange.

The General Partner seeks to minimize credit risk primarily by depositing and maintaining the Master Fund’s assets at financial institutions and trading counterparties which the General Partner believes to be creditworthy. In addition, for OTC forward currency contracts, the Master Fund enters into master netting agreements with its counterparties. Collateral posted at the various counterparties for trading of futures and forward currency contracts includes cash and U.S. Treasury notes.

The Master Fund’s forward currency trading activities are cleared by Deutsche Bank AG (“DB”), Morgan Stanley & Co. LLC (“MS”) and Barclays Bank PLC (“BB”). The Master Fund’s concentration of credit risk associated with DB, MS or BB nonperformance includes unrealized gains inherent in such contracts, which are recognized in the Statements of Financial Condition plus the value of margin or collateral held by DB, MS and BB. The amount of such credit risk was $11,330,029 and $16,770,954 at September 30, 2014 and December 31, 2013, respectively.

5. PROFIT SHARE

The following table indicates the total profit share earned and accrued during the three and nine months ended September 30, 2014 and 2013. Profit share earned (from Limited Partners’ redemptions) is credited to the New Profit Memo account as defined in the Master Fund’s Agreement of Limited Partnership.

	Three months ended:			Three months ended:
	September 30, 2014			September 30, 2013
Profit share earned	$	432,185		$	-
Reversal of profit share		(491,154	)		-
Profit share accrued		13	(1)		-
Total profit share	$	(58,956	)	$	-

	Nine months ended:			Nine months ended:
	September 30, 2014			September 30, 2013
Profit share earned	$	460,829		$	9,932
Profit share accrued		13	(1)		-
Total profit share	$	460,842		$	9,932

(1)	Included in “Other liabilities” in the Statements of Financial Condition.

6. FINANCIAL HIGHLIGHTS

Ratios to average capital are calculated based on 1) a Limited Partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and 20% of Trading Profits and 2) Limited Partners’ capital taken as a whole. The computation of such ratios based on the amount of expenses and profit share allocation assessed to an individual partner’s capital account may vary from these ratios based on the timing of capital transactions and differences in individual partners’ management fee, selling commission, platform fee and profit share allocation arrangements. Returns are calculated based on 1) a Limited Partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and 20% of Trading Profits and 2) Limited Partners’ capital taken as a whole. An individual partner’s returns may vary from these returns based on the timing of capital transactions and differences in individual partners’ management fee, selling commission, platform fee and profit share allocation arrangements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to Item 1, "Financial Statements.” The information contained therein is essential to, and should be read in connection with, the following analysis.

OPERATIONAL OVERVIEW

The Partnership invests substantially all of its assets in the Master Fund. Due to the nature of the Master Fund's business, its results of operations depend on the General Partner's ability to recognize and capitalize on trends and other profit opportunities in different sectors of the global capital and commodity markets. The General Partner's investment and trading methods are confidential so that substantially the only information that can be furnished regarding the Master Fund's results of operations is contained in the performance record of its trading. Unlike operating businesses, general economic or seasonal conditions do not directly affect the profit potential of the Master Fund, and its past performance is not necessarily indicative of future results. The General Partner believes, however, that there are certain market conditions, for example, markets with strong price trends, in which the Master Fund has a better likelihood of being profitable than in others.

LIQUIDITY AND CAPITAL RESOURCES

Units may be offered for sale as of the beginning, and may be redeemed as of the end, of each month.

The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership and the Master Fund have no significant capital expenditure or working capital requirements other than for monies to pay trading losses, brokerage commissions and charges. Within broad ranges of capitalization, the General Partner’s trading positions should increase or decrease in approximate proportion to the size of the Master Fund (in which the Partnership participates).

The Partnership raises additional capital only through the sale of Units and capital is increased through trading profits (if any). Neither the Partnership nor the Master Fund engages in borrowing.

The Master Fund trades futures and forward contracts, and may trade swap, spot and options contracts, on interest rates, commodities, currencies, metals, energy and stock indices. Risk arises from changes in the value of these contracts (market risk) and the potential inability of counterparties or brokers to perform under the terms of their contracts (credit risk). Market risk is generally to be measured by the face amount of the futures positions acquired and the volatility of the markets traded. The credit risk from counterparty non-performance associated with these instruments is the net unrealized gain, if any, on these positions plus the value of the margin or collateral held by the counterparty. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC transactions because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In most OTC transactions, on the other hand, traders must rely (typically but not universally) solely on the credit of their respective individual counterparties. Margins which may be subject to loss in the event of a default are generally required in exchange trading and counterparties may require margin or collateral in the OTC markets.

The General Partner has procedures in place to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. These procedures primarily focus on (1) real time monitoring of open positions; (2) diversifying positions among various markets; (3) limiting the assets committed as margin or collateral, generally within a range of 5% to 35% of an account’s net assets at exchange, though the amount may at any time be substantially higher; (4) prohibiting pyramiding (that is, using unrealized profits in a particular market as margin for additional positions in the same market); and (5) changing the equity utilized for trading by an account solely on a controlled periodic basis, not automatically due to an increase in equity from trading profits. The General Partner attempts to control credit risk by causing the Partnership to deal exclusively with large, well-capitalized financial institutions as brokers and counterparties.

The financial instruments traded by the Master Fund contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures, forward and spot contracts or the Master Fund’s satisfaction of the obligations may exceed the amount recognized in the Statements of Financial Condition of the Master Fund.

Due to the nature of the Master Fund’s business, substantially all its assets are represented by cash, cash equivalents and U.S. government obligations, while the Master Fund maintains its market exposure through open futures, forward and spot contract positions.

The Master Fund’s futures contracts are settled by offset and are cleared by the exchange clearinghouse function. Open futures positions are marked-to-market each trading day and the Master Fund’s trading accounts are debited or credited accordingly. Options on futures contracts are settled either by offset or by exercise. If an option on a future is exercised, the Master Fund is assigned a position in the underlying future which is then settled by offset. The Master Fund’s spot and forward currency transactions conducted in the interbank market are settled by netting offsetting positions or payment obligations and by cash payments.

The value of the Master Fund’s cash and financial instruments is not materially affected by inflation. Changes in interest rates, which are often associated with inflation, could cause the value of certain of the Master Fund’s debt securities to decline, but only to a limited extent. More importantly, changes in interest rates could cause periods of strong up or down market price trends, during which the Master Fund’s profit potential generally increases. However, inflation can also give rise to markets which have numerous short price trends followed by rapid reversals, markets in which the Master Fund is likely to suffer losses.

The Master Fund’s assets are generally held as cash or cash equivalents, including U.S. government securities or securities issued by federal agencies, other Commodity Futures Trading Commission-authorized investments or bank held or certain other money market instruments (e.g., bankers acceptances and Eurodollar or other time deposits), which are used to margin the Master Fund’s futures, forward and spot currency positions and withdrawn, as necessary, to pay redemptions and expenses. Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Master Fund’s futures, forward and spot trading, the Master Fund’s assets are highly liquid and are expected to remain so. During its operations through September 30, 2014, the Partnership, through its investment in the Master Fund, experienced no meaningful periods of illiquidity in any of the numerous markets traded by the General Partner.

CRITICAL ACCOUNTING ESTIMATES

The Master Fund records its transactions in futures, forward and spot contracts, including related income and expenses, on a trade date basis. Open futures contracts traded on an exchange are valued at fair value, which is based on the closing settlement price on the exchange where the futures contract is traded by the Master Fund on the day with respect to which net assets are being determined. Spot currency contracts are valued based on current market prices (“Spot Price”). Forward currency contracts are valued based on pricing models that consider the Spot Price plus the financing cost or benefit (“Forward Point”). Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Master Fund may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of months from the date the forward currency contract is being valued to its maturity date (“Months to Maturity”), then identifying the forward currency contracts for the two forward months that are closest to the Months to Maturity (“Forward Month Contracts”). Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated Forward Point. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, such as accrual of expenses, that affect the amounts and disclosures reported in the financial statements. Based on the nature of the business and operations of the Partnership, the General Partner believes that the estimates utilized in preparing the Partnership’s financial statements are appropriate and reasonable, however actual results could differ from these estimates. The estimates used do not provide a range of possible results that would require the exercise of subjective judgment. The General Partner further believes that, based on the nature of the business and operations of the Partnership, no other reasonable assumptions relating to the application of the Partnership’s critical accounting estimates other than those currently used would likely result in materially different amounts from those reported.

The General Partner has paid expenses incurred in connection with the organization of the Partnership and the initial offering of the Units. The Master Fund, on behalf of the Partnership, is reimbursing the General Partner for these costs in 60 equal monthly installments of $3,199 which began on August 1, 2009. However, to the extent that for any month the $3,199 exceeds 1/12 of 0.05% (0.05% per annum) of the Partnership’s month-end net asset value, such excess will not be reimbursed by the Partnership but will be absorbed by the General Partner. As of September 30, 2014, pursuant to this calculation $36,987 has been borne by the General Partner and will not be reimbursed by the Partnership.

RESULTS OF OPERATIONS

Due to the nature of the Partnership’s trading, through its investment in the Master Fund, 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.

Periods ended September 30, 2014

	Total
	Partners'
	Capital of the
Month Ending:	Partnership
September 30, 2014	$	115,788,430
June 30, 2014		114,129,379
December 31, 2013		134,225,312

	Three Months ended			Nine Months ended
Change in Partners' Capital	$	1,659,051		$	(18,436,882	)
Percent Change		1.45	%		(13.74	)%

THREE MONTHS ENDED SEPTEMBER 30, 2014

The increase in the Partnership’s net assets of $1,659,051was attributable to contributions of $1,664,443 and net income through its investment in the Master Fund of $3,027,874 which was partially offset by withdrawals of $3,033,266.

Management fees, through the Partnership’s investment in the Master Fund, are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Management fees, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2014 decreased $241,530 relative to the corresponding period in 2013. The decrease was due to a decrease in the average net asset value of the Partnership during the three months ended September 30, 2014, relative to the corresponding period in 2013.

The Partnership, through its investment in the Master Fund, bears all trade-related commission and clearing charges due to third-party brokers. Brokerage commissions, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2014 decreased $94,661 relative to the corresponding period in 2013. The decrease was due mainly to a decrease in trading volume at the Master Fund, relative to the corresponding period in 2013.

Selling commissions and platform fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Selling commissions and platform fees for the three months ended September 30, 2014 decreased $198,047 relative to the corresponding period in 2013. The decrease was due to a decrease in the average net asset value of commission paying investors of the Partnership during the three months ended September 30, 2014, relative to the corresponding period in 2013.

The Partnership, through its investment in the Master Fund, pays administrative expenses for legal, audit and accounting services. Administrative expenses, net of amounts borne by the General Partner, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2014 decreased $66,905 relative to the corresponding period in 2013. The decrease was due mainly to a decrease in the Partnership’s average net asset value during the three months ended September 30, 2014, relative to the corresponding period in 2013.

Interest income, through the Partnership’s investment in the Master Fund, is derived from cash and U.S. Treasury instruments held at the Master Fund’s brokers and custodian. Interest income, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2014 decreased $29,737 relative to the corresponding period in 2013. This decrease was due primarily to a decrease in the Partnership’s average net asset value during the three months ended September 30, 2014 relative to the corresponding period in 2013.

For the three months ended September 30, 2014, the Partnership, through its investment in the Master Fund, achieved net realized and unrealized gains of $4,343,480 from trading operations (including foreign exchange transactions and translations). Management fees of $565,036, brokerage commissions of $113,746, selling commissions and platform fees of $514,406, administrative and operating expenses of $148,171 and custody fees and other expenses of $6,280 were paid or accrued. Interest income of $32,033 partially offset the Master Fund expenses allocated to the Partnership resulting in net income of $3,027,874.

An analysis of the Master Fund’s trading gain (loss) by sector is as follows:

	% Gain
Sector	(Loss)
Currencies		(1.02	)%
Energies		0.37	%
Grains		2.19	%
Interest rates		2.54	%
Livestock		(0.11	)%
Metals		0.39	%
Softs		1.10	%
Stock indices		(1.60	)%
Trading gain		3.86	%

Nine months ended September 30, 2014

The decrease in the Partnership’s net assets of $18,436,882 was attributable to contributions of $2,363,343 and net income through its investment in the Master Fund of $13,401,893 which was partially offset by withdrawals of $34,202,118.

Management fees, through the Partnership’s investment in the Master Fund, are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Management fees, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2014 decreased $1,023,181 relative to the corresponding period in 2013. The decrease was due to a decrease in the average net asset value of the Partnership during the nine months ended September 30, 2014, relative to the corresponding period in 2013.

The Partnership, through its investment in the Master Fund, bears all trade-related commission and clearing charges due to third-party brokers. Brokerage commissions, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2014 decreased $398,522 relative to the corresponding period in 2013. The decrease was due to a decrease in the average net asset value of the Partnership as well as a decrease in trading volume at the Master Fund, relative to the corresponding period in 2013.

Selling commissions and platform fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Selling commissions and platform fees for the nine months ended September 30, 2014 decreased $819,421 relative to the corresponding period in 2013. The decrease was due to a decrease in the average net asset value of commission paying investors of the Partnership during the nine months ended September 30, 2014, relative to the corresponding period in 2013.

The Partnership, through its investment in the Master Fund, pays administrative expenses for legal, audit and accounting services. Administrative expenses, net of amounts borne by the General Partner, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2014 decreased $263,742 relative to the corresponding period in 2013. The decrease was due mainly to a decrease in the Partnership’s average net asset value during the nine months ended September 30, 2014, relative to the corresponding period in 2013.

Interest income, through the Partnership’s investment in the Master Fund, is derived from cash and U.S. Treasury instruments held at the Master Fund’s brokers and custodian. Interest income, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2014 decreased $135,331 relative to the corresponding period in 2013. This decrease was due to a decrease in the Partnership’s average net asset value during the nine months ended September 30, 2014 relative to the corresponding period in 2013.

For the nine months ended September 30, 2014, the Partnership, through its investment in the Master Fund, achieved net realized and unrealized gains of $17,509,302 from trading operations (including foreign exchange transactions and translations). Management fees of $1,759,863, brokerage commissions of $364,804, selling commissions and platform fees of $1,590,416, administrative and operating expenses of $472,954 and custody fees and other expenses of $22,440 were paid or accrued. Interest income of $103,068 partially offset the Master Fund expenses allocated to the Partnership resulting in net income of $13,401,893.

An analysis of the Master Fund’s trading gain (loss) by sector is as follows:

	% Gain
Sector	(Loss)
Currencies		0.87	%
Energies		1.49	%
Grains		2.22	%
Interest rates		9.60	%
Livestock		0.51	%
Metals		(0.68	)%
Softs		1.33	%
Stock indices		0.89	%
Trading gain		16.23	%

MANAGEMENT DISCUSSION – 2014

Three months ended September 30, 2014

The Partnership, through its investment in the Master Fund, registered a gain during the quarter ended September 30, 2014 as profits from trading interest rate and commodity futures outpaced losses from trading stock index futures and currency forwards.

With growth solid and inflation concerns gaining some traction, the U.S. Federal Reserve and Bank of England were discussing the timing of official rate increases. On the other hand, with inflation stubbornly at or below 0.5% in the European Union and core inflation quiescent in Japan, and with growth stagnant in both countries, the European Central Bank and the Bank of Japan were continuing to move in the direction of further monetary ease. Finally, the People’s Bank of China implemented targeted lending measures to underpin an economy that was slowing more than desired under the weight of a sinking property sector and the transition from an export led economy to an economy led by domestic demand. These differential growth, inflation and policy patterns seemed to drive financial market developments, while commodity markets responded more to their specific supply and demand factors rather than to the broad sweep of global macro factors.

In this environment and with demand for government securities augmented by a flight to safety reflecting the geopolitical strains in the Ukraine and the Middle East, European interest rates were driven to record lows and profits were recorded on long positions in German, French, Italian, British, and Japanese note, bond, and short-term interest rate futures. On the other hand, long positions in U.S. interest rate futures were fractionally unprofitable.

In the agricultural sector, short corn, wheat, soybean and soybean oil positions were profitable as the U.S. Department of Agriculture (“USDA”) forecast bumper crops and ample inventories, driving corn and wheat prices to four year lows. A short cotton trade benefitted from an abundant U.S. cotton harvest and slowing Chinese demand. A short sugar position profited from news of a better supply outlook in Brazil that pushed down sugar prices to seven year lows. Finally, a long cocoa trade was profitable as concern about Ebola in West Africa prompted supply worries. Meanwhile, livestock trading was marginally unprofitable.

For much of the quarter, energy prices were volatile, buffeted by adequate supplies on the one hand –especially in the U.S.—and Middle East turmoil on the other. By September, however, weakening Chinese demand, a stronger U.S. dollar and ample supplies drove energy prices lower and short positions in Brent crude, London gas oil, and heating oil had produced profits. However, trading of WTI crude, RBOB gasoline and natural gas early in the quarter produced largely offsetting losses.

Metal trading was marginally profitable as prices weakened late in the period in response to a stronger dollar and softer economic data out of China, and short positions in nickel, platinum and silver posted gains. A long zinc trade was profitable as supplies tightened in the wake of several “old mine” closures. A long aluminum trade was also profitable as Indonesia continues to restrict bauxite exports.

Long positions in Continental European equity futures were unprofitable as the fallout from the Russia-Ukraine confrontation undermined the already weak growth outlook, especially in Germany and Eastern Europe. With the Bank of England discussing the timing of rate increases and in the heat of the Scottish independence vote, a long British equity futures trade generated a loss. Late in the quarter, political turmoil in Hong Kong and news of slower than expected growth in China led to losses on long positions in Korean, Hong Kong, Australian and Chinese equity futures. Long positions in South African, Canadian and small cap U.S. equity futures were also unprofitable, as was a short vix trade. Long positions in Japanese futures were marginally profitable.

Entering the quarter, the Partnership was short the U.S. dollar versus a number of currencies that had higher interest rates and/or apparently better growth prospects. As it became evident that U.S economic activity was accelerating and that the U.S. Federal Reserve was moving toward tighter policy, the U.S. dollar started to climb and losses were sustained during July and into August. Thereafter, long U.S. dollar trades produced somewhat offsetting profits. Short U.S. dollar trades against New Zealand, Canada, Switzerland, Korea, Brazil, Mexico, India and Singapore registered losses. The fact that New Zealand officials suggested that the rise in the New Zealand dollar was “unjustified and unsustainable”; that the Reserve Bank of Australia claimed that the Australian dollar was “overvalued”; that the Reserve Bank of India intervened to buy U.S. dollars; and that the IMF suggested that the pound sterling was “overvalued” added to the U.S. dollar’s advance. Heightened political tensions worldwide also underpinned the U.S. currency. Consequently, long U.S. dollar positions against the euro, Swedish krona, Czech koruna and Chilean peso were profitable. A long British pound trade was profitable in the wake of the Scottish independence “No” vote. Non-U.S. dollar cross rate trading was marginally profitable, largely due to a few short euro trades early in the quarter.

Three months ended June 30, 2014

The Partnership, through its investment in the Master Fund, registered a gain during the second quarter largely due to profits from long interest rate and equity futures positions, and from short U.S. dollar trades. Long energy positions were also profitable but those gains were more than offset by losses from trading agricultural commodities. Finally, trading of metal futures was flat.

A further easing of monetary policy by the European Central Bank in early June, persistently accommodative monetary policy elsewhere in the developed world, stubbornly low inflation worldwide, and some flight to safety demand pushed government bond prices higher. Consequently, long positions in U.S., German, U.K., Canadian, French, Italian, Australian and Japanese note and bond future were profitable, especially in April and May. On the other hand, a long position in short-term British interest rate futures was unprofitable after Bank of England Governor Carney hinted that official British rates might rise sooner than previously expected.

Against this easy money background and with economic growth rebounding from a weather induced first quarter slowdown, long positions in German, Spanish, Dutch, French, U.S., British, Indian, Taiwanese, Singaporean, Hong Kong and South African equity futures were profitable. Also, with volatility plummeting to historically low levels, a short VIX trade produced a gain.

Higher interest rates and/or stronger growth prospects in certain countries weighed on the U.S. dollar. In particular, short dollar trades against the New Zealand dollar, British pound, Australian dollar, Korean won and Brazilian real were profitable. Short dollar trades against the currencies of Colombia, Israel, Mexico, Singapore and Switzerland also registered gains. On the other hand long dollar positions relative to the Canadian dollar and Japanese yen were unprofitable, as was trading of the Swedish and Norwegian currencies.

The expanding turmoil in the Middle East pushed energy prices higher, particularly in May and June, and long positions in Brent crude, WTI crude and RBOB gasoline were profitable, and outpaced losses from trading heating oil and London gas oil.

Grain prices were volatile during the quarter, rising early on due to dry weather in the U.S. and concern about the impact of the Russia-Ukraine confrontation and falling later due to improved weather conditions and better USDA crop forecasts. As a result, long positions in corn, wheat, soybeans, and soybean meal were unprofitable. Long cotton and palm oil trades produced losses, as did trading of sugar. Meanwhile, trading of cattle was marginally profitable.

A long nickel trade benefitted from the Indonesian export ban that drove prices higher; a long palladium trade was profitable as labor turmoil in South Africa and Russian tensions boosted prices; and a long gold trade was a positive due to flight to safety demand. Losses were incurred from trading aluminum, copper, lead and silver.

Three months ended March 31, 2014

After a quarter of significant market volatility, the Partnership, through its investment in the Master Fund, produced a profit, predominantly due to gains from long interest rate futures positions. There were also profits from trading agricultural commodities, energy and currencies, but these were largely offset by the losses from trading metals.

Shifting perceptions about U.S. and Chinese growth prospects, about the future course of Federal Reserve monetary policy, about political and economic turmoil in several emerging economies—including Turkey, India, Indonesia, and Thailand, and about the impact of the Russia/Ukraine-Crimea situation kept markets off balance during the quarter.

Given persistent concerns about worldwide growth, and social and political unrest in numerous emerging markets and a lack of inflationary impulses in the developed world, it should come as no surprise that a flight to safety and quality would push up note and bond prices. Consequently, long positions in German, French, Italian, Japanese, Canadian and U.S. note and bond futures were profitable. Long positions in U.S. and German short term interest rate futures also registered gains. On the other hand, trading Australian and British note and bond futures was unprofitable.

Equity prices were particularly volatile during the quarter as the markets digested weather related growth problems in the U.S., slowing Chinese growth, the outlook for U.S. quantitative easing, and Chinese policy efforts to wring excess debt and capacity out of the economy without threatening too many corporate defaults or bankruptcies. Losses from trading of and long positions in Chinese, Hong Kong, Korean, Japanese, Singaporean and Australian equity futures that slightly outweighed the gains from long U.S., German, Spanish and Canadian equity futures positions.

Foreign exchange markets were rattled by the political and economic turmoil in many emerging markets, by monetary policy developments in China and the U.S., as well as by growth concerns. Short U.S. dollar positions against sterling, the Indian rupee, the New Zealand dollar, and the Swiss franc were profitable, as were long dollar trades against Chile and Russia and a long New Zealand/short Canada trade. These gains were partially offset by losses on: short dollar trades against the euro, Czech koruna, Polish zloty and Korean won; a long U.S./short Singapore dollar position; long euro trades versus Australia, Turkey and Hungary; a short euro trade versus the Polish zloty; and trading the Australian dollar relative to the yen and pound sterling.

Turning to agricultural commodities, long positions in soybeans, soybean meal, corn, coffee, cocoa, cotton and livestock, and a short wheat trade were profitable. Meanwhile, short sugar and soybean oil trades produced small losses.

Metal trading was unprofitable due to losses from long copper, lead, gold and silver trades and from a short aluminum position. A long nickel trade produced a partially offsetting profit.

Energy trading was marginally profitable as gains from a long WTI crude position and trading of natural gas outweighed the losses from long Brent crude and London gas oil positions.

Periods ended September 30, 2013

	Total
	Partners'
	Capital of the
Month Ending:	Partnership
September 30, 2013	$	152,895,534
June 30, 2013		172,491,457
December 31, 2012		228,943,314

	Three Months ended			Nine Months ended
Change in Partners' Capital	$	-19,595,923		$	(76,047,780	)
Percent Change		(11.36	)%		(33.22	)%

Three months ended September 30, 2013

The decrease in the Partnership’s net assets of $19,595,923 was attributable to withdrawals of $18,372,359 and a net loss through its investment in the Master Fund of $3,449,714 which was partially offset by contributions of $2,226,150.

Management fees, through the Partnership’s investment in the Master Fund, are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Management fees, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2013 decreased $333,813 relative to the corresponding period in 2012. The decrease was due to a decrease in the average net asset value of the Partnership during the three months ended September 30, 2013, relative to the corresponding period in 2012.

The Partnership, through its investment in the Master Fund, bears all trade-related commission and clearing charges due to third-party brokers. Brokerage commissions, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2013 increased $17,119 relative to the corresponding period in 2012. The increase was due mainly to an increase in the in trading volume at the Master Fund, relative to the corresponding period in 2012.

Selling commissions and platform fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Selling commissions and platform fees for the three months ended September 30, 2013 decreased $135,543 relative to the corresponding period in 2012. The decrease was due to a decrease in the average net asset value of the Partnership during the three months ended September 30, 2013, relative to the corresponding period in 2012.

The Partnership, through its investment in the Master Fund, pays administrative expenses for legal, audit and accounting services. Administrative expenses, net of amounts borne by the General Partner, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2013 decreased $83,858 relative to the corresponding period in 2012. The decrease was due mainly to a decrease in the Partnership’s net asset value during the three months ended September 30, 2013, relative to the corresponding period in 2012.

Interest income, through the Partnership’s investment in the Master Fund, is derived from cash and U.S. Treasury instruments held at the Master Fund’s brokers and custodian. Interest income, through the Partnership’s investment in the Master Fund, for the three months ended September 30, 2013 decreased $4,119 relative to the corresponding period in 2012. This decrease was due primarily to a decrease in the Partnership’s average net asset value during the three months ended September 30, 2013 relative to the corresponding period in 2012 which was partially offset by an increase in the effective interest rate of U.S. Treasury Notes held by the Partnership through its investment in the Master Fund.

For the three months ended September 30, 2013, the Partnership, through its investment in the Master Fund, achieved net realized and unrealized losses of $1,559,816 from trading operations (including foreign exchange transactions and translations). Management fees of $806,566, brokerage commissions of $208,407, selling commissions and platform fees of $712,453, administrative and operating expenses of $215,076 and custody fees and other expenses of $9,166 were paid or accrued. Interest income of $61,770 partially offset the Master Fund expenses allocated to the Partnership resulting in a net loss of $3,449,714.

An analysis of the Master Fund’s trading gain (loss) by sector is as follows:

	% Gain
Sector	(Loss)
Currencies		0.01	%
Energies		(0.18	)%
Grains		0.59	%
Interest rates		(0.73	)%
Livestock		0.07	%
Metals		(2.21	)%
Softs		(0.16	)%
Stock indices		1.73	%
Trading loss		(0.88	)%

Nine months ended September 30, 2013

The decrease in the Partnership’s net assets of $76,047,780 was attributable to withdrawals of $73,164,159 and a net loss through its investment in the Master Fund of $17,466,649 which was partially offset by contributions of $14,583,028.

Management fees, through the Partnership’s investment in the Master Fund, are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Management fees, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2013 decreased $657,486 relative to the corresponding period in 2012. The decrease was due to a decrease in the average net asset value of the Partnership during the nine months ended September 30, 2013, relative to the corresponding period in 2012.

The Partnership, through its investment in the Master Fund, bears all trade-related commission and clearing charges due to third-party brokers. Brokerage commissions, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2013 increased $220,879 relative to the corresponding period in 2012. The increase was due mainly to an increase in the trading volume at the Master Fund, relative to the corresponding period in 2012.

Selling commissions and platform fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Selling commissions and platform fees for the nine months ended September 30, 2013 decreased $117,239 relative to the corresponding period in 2012. The decrease was due to a decrease in the average net asset value of the Partnership during the nine months ended September 30, 2013, relative to the corresponding period in 2012.

The Partnership, through its investment in the Master Fund, pays administrative expenses for legal, audit and accounting services. Administrative expenses, net of amounts borne by the General Partner, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2013 decreased $164,939 relative to the corresponding period in 2012. The decrease was due mainly to a decrease in the Partnership’s net asset value during the nine months ended September 30, 2013, relative to the corresponding period in 2012.

Interest income, through the Partnership’s investment in the Master Fund, is derived from cash and U.S. Treasury instruments held at the Master Fund’s brokers and custodian. Interest income, through the Partnership’s investment in the Master Fund, for the nine months ended September 30, 2013 increased $13,311 relative to the corresponding period in 2012. This increase was due primarily to an increase in the effective interest rate of U.S. Treasury Notes held by the Partnership, through its investment in the Master Fund, which was partially offset by a decrease in the Partnership’s net asset value during the nine months ended September 30, 2013, relative to the corresponding period in 2012.

For the nine months ended September 30, 2013, the Partnership, through its investment in the Master Fund, achieved net realized and unrealized losses of $10,982,296 from trading operations (including foreign exchange transactions and translations). Management fees of $2,783,044, brokerage commissions of $763,326, selling commissions and platform fees of $2,409,837, administrative and operating expenses of $736,696 and custody fees and other expenses of $29,849 were paid or accrued. Interest income of $238,399 partially offset the Master Fund expenses allocated to the Partnership resulting in a net loss of $17,466,649.

An analysis of the Master Fund’s trading gain (loss) by sector is as follows:

	% Gain
Sector	(Loss)
Currencies		(2.92	)%
Energies		(1.53	)%
Grains		0.65	%
Interest rates		(6.02	)%
Livestock		(0.32	)%
Metals		(0.91	)%
Softs		0.06	%
Stock indices		4.66	%
Trading loss		(6.33	)%

MANAGEMENT DISCUSSION – 2013

Three months ended September 30, 2013

The Partnership, through its investment in the Master Fund, posted a loss during the third quarter as gains from trading stock index and grain futures fell short of losses sustained from trading metal, energy, soft commodity and interest rate futures. Trading of currency forwards and livestock futures was essentially flat for the period.

Markets participants struggled to balance the impact of improving economic factors with the uncertainty surrounding monetary and fiscal policy in the U.S. and geopolitical risks emanating from the Middle East, especially Syria and Iran.

With the U.S. economy continuing to grow, Europe apparently emerging from recession and Chinese growth strengthening in the third quarter, equity markets generally advanced. Hence long positions in U.S., European, Japanese, Australian and South African stock index futures were profitable. A short CBOE VIX trade was also profitable. On the other hand, short positions in Chinese, Korean and Hong Kong Equity indices registered losses and were reversed.

Long soybean and soybean meal trades were profitable as Chinese demand increased and weather related factors dampened the supply outlook. A short soybean oil trade was profitable as was a short corn trade that benefitted from an improved USDA forecast. A short wheat trade was unprofitable.

Metal prices rose on the better growth outlook and short positions in both precious and industrial metals generated losses.

Energy prices were volatile during the quarter due to the heightened then reduced tensions in the Middle East, and to the changing economic outlook. Losses from trading RBOB gasoline, London gas oil, heating oil and natural gas were fractionally larger than the gains from trading crude oil.

Interest rates were volatile as uncertainty about U.S. monetary policy ended in September with a surprise “no-taper” decision by the Federal Reserve. Long positions in short-term German, U.S. and Australian instruments and in the JGB were slightly profitable. However, trading of European, Australian and U.K. notes and bonds produced somewhat larger losses.

Currency trading was flat as the dollar weakened during the quarter, apparently due to U.S. fiscal and monetary policy uncertainty. Short dollar trades versus the British pound sterling, Swiss franc, Swedish krona, Korean won and New Zealand dollar and long dollar trades against the currencies of Brazil and India were profitable as was a long Euro/short Turkish lira position. These gains were offset, however, by losses from long dollar positions against the currencies of Australia, Canada, Colombia, Japan, Norway, South Africa and Turkey.

Finally, trading of soft commodities was marginally negative.

Three months ended June 30, 2013

The net asset value of the Partnership, through its investment in the Master Fund, declined sharply as losses from trading financial futures, currency forwards and, to a lesser extent, energy futures outdistanced the gains from trading metals. Trading of agricultural commodity futures was nearly flat.

Market dynamics shifted dramatically during the second quarter. Global markets were roiled by concerns about the earlier than expected Federal Reserve exit from its quantitative easing program and about slowing Chinese growth amid a credit squeeze sanctioned by the People’s Bank of China.

During the first four months of 2013, long interest rate futures positions had been profitable and, in fact, the low yield on the U.S. ten-year note for 2013 was hit on May 2 at 1.63%. Subsequently, however, testimony before Congress by Federal Reserve Chairman Ben Bernanke and comments by several other Federal Reserve officials raised concerns that the quantitative easing policy might be ended or at least tapered off sooner than had previously been expected. In addition, favorable U.S. employment data and housing market statistics and several other solid economic reports pointed to continued U.S. growth. In response, yields on U.S. notes and bonds reversed abruptly and moved sharply higher. There was also a sympathetic move higher in yields on Canadian, European and Australian notes and bonds. Finally, in Japan, the aggressive monetary policy change announced in April seemed to trigger a shift of funds out of Japanese government bonds to Japanese equities or to higher yielding investments offshore which led to rising Japanese Government Bond yields. Sizable losses were suffered on long positions in U.S., German, British, Canadian, Australian and Japanese interest rate futures. By quarter-end, U.S., Australian, Canadian and British long note and bond positions had been reversed to short positions and German note and bond positions were mixed rather than all long. Long positions in short-term interest rate futures for the U.S., Canada, Australia, Germany and the United Kingdom were also unprofitable and were reduced or reversed.

Foreign exchange trading was unprofitable. The abrupt upward turn in U.S. interest rates also triggered an upturn in the U.S. dollar, and short dollar trades versus a number of currencies posted losses. A number of commodity currencies fell sharply after Chinese economic reports came in weaker than anticipated, further dampening the growth prospects of those countries. Thus, short dollar trades against the currencies of New Zealand, Australia, Canada and Mexico generated losses and were reduced or reversed. Short U.S. dollar trades against the currencies of Chile, Switzerland, Sweden, Poland and the Euro also were unprofitable and were reduced or reversed. Long Australian dollar trades versus the Euro, Japanese yen and British pound sterling produced losses. Short Euro trades relative to the currencies of Poland, Sweden and Turkey produced losses as did trading the Swiss franc against the Norwegian krone. Meanwhile, long dollar trades against the yen, Indian rupee, Turkish lira and South African rand were profitable. On the other hand, long U.S. dollar trades relative to the pound sterling, Czech koruna and Norwegian krone were unprofitable.

The threat of an early end to the liquidity from quantitative easing, higher interest rates and worries about slower Chinese growth prompted an equity selloff leading to losses on long equity futures positions. Losses were widespread, including European, Asian, North American and South African indices. A short VIX trade was unprofitable as well. Long positions in Japanese indices were profitable.

Energy trading was unprofitable as small short positions in Brent crude oil, WTI crude oil, heating oil and RBOB gasoline registered marginal losses when prices drifted higher in the wake of increasing unrest in the Middle East. Trading of natural gas was unprofitable.

Short positions in gold, silver, aluminum, copper and nickel produced profits that far outdistanced losses from trading lead and zinc.

Trading of agricultural commodities was marginally unprofitable. Profits from short coffee, sugar soybean oil and cattle positions and from a long soybean position fell short of the losses from a long cotton trade and a short hog trade.

Three months ended March 31, 2013

The Partnership, through its investment in the Master Fund, produced a profit during the quarter predominantly due to gains from long stock index positions. There was also a fractional gain from trading soft commodity futures. Currency trading was nearly flat. Trading of interest rate, energy, metal, and agricultural commodity futures generated losses.

During the quarter, market participants were encouraged by an improvement in U.S. economic conditions, by signs that China’s growth was recovering after having bottomed in the third quarter of 2012, by continued monetary ease worldwide, and by evidence that some grudging progress was being made on the banking and fiscal problems that have plagued developed economies in recent years. At times, however, this enthusiasm was dampened by a variety of factors including: ongoing debate about the future direction of monetary policies and quantitative easing; discussion about the efficacy of continued austerity in the developed world; the possible impact of the U.S. sequestration; talk of political scandals in Spain; labor unrest in Greece; the unexpected Italian election results; and the Cypriot crisis.

With U.S. manufacturing, housing and employment data remaining positive, long positions in U.S. equity futures were profitable as was a short position in the VIX index. Long positions in Japanese equity futures were profitable in the wake of the Bank of Japan’s accommodative rhetoric. Long Swedish, German, Dutch, Australian, South African, Singaporean, and Taiwanese equity index trades were also positive. On the other hand, long positions in Italian, Spanish, Chinese, Korean and Hong Kong equity futures produced partially offsetting losses.

Currency trading was mixed and marginally positive for the quarter. Long U.S. and Australian dollar trades against the yen were quite profitable as Japan’s leaders forged ahead with promises of monetary accommodation. A long Australian position relative to British Pound Sterling and long U.S. dollar and Euro trades against the South African rand also posted gains. Finally, short Euro trades versus the currencies of Romania, Sweden and Turkey and short U.S. dollar trades versus the currencies of Chile, Mexico and Israel were profitable. On the other hand, short U.S. dollar trades versus the currencies of the United Kingdom, Canada, Colombia, Korea, Singapore, Norway, Poland, Switzerland and the Euro registered losses and were reduced as were short Euro trades against Norway, Poland, Hungary and the Czech Republic.

In January when growth prospects brightened and risk aversion dissipated, interest rates rose and long positions in German, U.S., Australian, Canadian, British and French note and bond futures—which had been highly profitable for the last two years—produced losses and were reduced. In late February and March, increasing worry increased the purchase of government securities and the long—though reduced—positions produced profits that fell short of earlier losses. For the quarter, a long JGB trade was profitable. On the other hand, trading of German, British, Canadian, Australian and U.S. interest rate futures was unprofitable.

Trading of commodities was fractionally unprofitable. Among soft commodities, short positions in coffee, sugar, and crude palm oil were profitable due to the weight of abundant supplies on price. Also, a long cotton trade produced a gain. Meanwhile, short cocoa and robusta coffee trades posted losses. In grains, the losses from trading corn and the soybean complex outdistanced the gain from a short wheat position. Long cattle and hog positions generated losses and were reversed. Energy prices were volatile during the quarter and the losses from trading crude oil, heating oil and London gas oil were greater than the profits from a long RBOB gasoline position. In metals, the profit from a short aluminum position fell short of the losses from long gold, silver, platinum, zinc, lead and nickel trades.

OFF-BALANCE SHEET ARRANGEMENTS

Neither the Partnership nor the Master Fund engages in off-balance sheet arrangements with other entities.

CONTRACTUAL OBLIGATIONS

Neither the Partnership nor the Master Fund enters into any contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnership’s sole business, through its investment in the Master Fund, is trading futures, forward currency, spot and swap contracts, both long (contracts to buy) and short (contacts to sell). The Partnership, through its investment in the Master Fund, may also engage in trading swaps. All such contracts are settled by offset, not delivery. Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Master Fund for less than four months before being offset or rolled over into new contracts with similar maturities. The financial statements of the Master Fund present a condensed schedule of investments setting forth open futures, forward and other contracts at September 30, 2014 and December 31, 2013.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

The General Partner, with the participation of the principal executive officers and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the period covered by this quarterly report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal controls over financial reporting during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the General Partner's internal controls over financial reporting with respect to the Partnership.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Pursuant to the Partnership's Agreement of Limited Partnership, the Partnership may sell Interests at the beginning of each calendar month. On July 1, 2014, August 1, 2014, and September 1, 2014, the Partnership sold Interests to new and existing limited partners of $214,000, $1,310,141 and $140,302 respectively. There were no underwriting discounts or commissions in connection with the sales of the Interests described above.

Each of the foregoing Interests were offered and sold only to “accredited investors” as defined in Rule 501(a) under the Securities Act of 1933 as amended (the “1933 Act”), in reliance on the exemption from registration provided by Rule 506(b) under the 1933 Act.

(c) Pursuant to the Partnership’s Third Amended and Restated Limited Partnership Agreement, investors may redeem their Units at the end of each calendar month at the then current month-end net asset value. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed.

The following table summarizes the redemptions by Series A, Series B and Series C limited partners during the three months ended September 30, 2014.

	Series A					Series B					Series C
Date of	Units			NAV		Units			NAV		Units			NAV
Withdrawal	Redeemed			per Unit		Redeemed			per Unit		Redeemed			per Unit
July 31, 2014		(1,211.1828	)	$	920.33		(170.9735	)	$	997.71		(42.4915	)	$	1,010.33
August 31, 2014		(1,002.3280	)		946.94		-			1,028.05		-			1,041.28
September 30, 2014		(479.6772	)		951.85		(289.2405	)		1,034.89		-			1,048.43

Total		(2,693.1880	)				(460.2140	)				(42.4915	)

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included herewith:

31.01 Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer

31.02 Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer

31.03 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer

32.01 Section 1350 Certification of Co-Chief Executive Officer

32.02 Section 1350 Certification of Co-Chief Executive Officer

32.03 Section 1350 Certification of Chief Financial Officer

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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.

By:	Millburn Ridgefield Corporation,
	General Partner

Date: November 13, 2014

	/s/ Michael W. Carter
	Michael W. Carter
	Vice-President
	(Principal Accounting Officer)

Millburn Multi-Markets Fund L.P. - FORM 10-Q - November 13, 2014

Attached files

Millburn Multi-Markets Fund L.P. Reports