Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - AIS FUTURES FUND IV LP | Financial_Report.xls |
| EX-31.01 - EXHIBIT 31.01 - AIS FUTURES FUND IV LP | v404014_ex31-01.htm |
| EX-32.01 - EXHIBIT 32.01 - AIS FUTURES FUND IV LP | v404014_ex32-01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-52599
AIS FUTURES
FUND IV L.P.
(Exact name of registrant as specified in its charter)
|
DELAWARE (State or other jurisdiction of incorporation or organization) |
13-3909977 (I.R.S. Employer Identification No.) |
c/o AIS CAPITAL MANAGEMENT, L.P.
187 Danbury Road, Suite 201
Wilton, Connecticut 06897
(Address of principal executive offices) (zip code)
(203)563-1180
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 or posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
Part I
PART I
| (a) | General Development of Business |
AIS Futures Fund IV L.P. (the “Partnership”) is a Delaware limited partnership organized on August 28, 1996 under the Delaware Revised Uniform Limited Partnership Act. AIS Capital Management, L.P. (“AIS” or the “General Partner”), a Delaware limited liability company, is the general partner and trading advisor of the Partnership. The Partnership’s business is speculative trading of futures contracts, options on futures contracts and physical commodities and other commodity-related contracts traded primarily on domestic markets (collectively “Futures Contracts”) pursuant to the trading and investment methodology of AIS. The Partnership holds a substantial majority of its assets in United States Treasury bills as margin, or available for margin, to support its futures trading activity. The Partnership began its trading activities on February 2, 1997. Under its Limited Partnership Agreement, as amended through the date of this annual report (the “Limited Partnership Agreement”), the Partnership has delegated all aspects of the Partnership’s management to AIS. Accordingly, AIS controls and manages the business of the Partnership, and purchasers of limited partnership interests (“Interests”) in the Partnership, as the Partnership’s “Limited Partners,” have no right to participate in management or control of the Partnership.
In September 2013, pursuant to an internal reorganization of AIS Futures Management LLC, then the General Partner of the Partnership, and its affiliate, AIS Capital Management LLC, AIS Futures Management LLC merged with and into AIS Capital Management, L.P. (a Delaware limited partnership created by the conversion of AIS Capital Management LLC into a limited partnership). The general partner of AIS Capital Management, L.P. is AIS General Partner, LLC, a Delaware limited liability company. By operation of law and pursuant to Section 10 of the Partnership’s Limited Partnership Agreement, AIS Capital Management, L.P. then became, and was admitted as, the General Partner of the Partnership.
AIS, inclusive of its predecessors, has been continuously registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Pool Operator (“CPO”) since May 14, 1990 and as a Commodity Trading Advisor (“CTA”) since August 20, 1992, and has been a member of the National Futures Association (“NFA”) since such dates.
As of February 28, 2015, the aggregate net asset value of the Partnership was $18,192,143.21.
The Partnership’s fiscal year ends on December 31.
The Partnership has no subsidiaries.
The Partnership will terminate when the first of the following occurs: (i) December 31, 2026; (ii) a decline in the Net Assets of the Partnership as of the close of business in New York, New York to $50,000 or less; (iii) the withdrawal (including withdrawal after suspension of trading), dissolution, bankruptcy or removal of the General Partner (unless a new general partner has been substituted and the Partnership is continued); or (iv) any event which shall make unlawful the continued existence of the Partnership or requiring termination of the Partnership. “Net Assets” of the Partnership means the sum of all cash and cash equivalents, plus U.S. Treasury bills at cost plus accrued interest, plus the liquidating value of all open commodity positions maintained by the Partnership, less all liabilities of the Partnership determined in accordance with generally accepted accounting principles.
The Partnership has not, to date, (1) been the subject of any bankruptcy, receivership or similar proceeding, (2) undergone any material reclassification, merger or consolidation, (3) had any material amount of its assets acquired or disposed of other than in the ordinary course of its business, or (4) undergone any material changes in the mode of conducting its business.
| (b) | Financial Information About Segments |
The Partnership’s business constitutes only one segment for financial reporting purposes – a speculative commodity pool. The Partnership does not engage in sales of goods or services. Financial information regarding the Partnership’s business is set forth in the Partnership’s financial statements, included herewith.
| (c) | Narrative Description of Business |
| 1 |
General
The Partnership was organized to engage in speculative trading of Futures Contracts (as defined above). AIS has authority over the Partnership’s assets to trade in the futures and forward markets. Newedge USA, LLC, ADM Investor Services, Inc., and Jefferies LLC (together, the “Commodity Brokers”) currently serve as the Partnership’s commodity brokers.
The Partnership trades Futures Contracts pursuant to a multi-asset investment program called the Multi Asset Allocation Portfolio (“MAAP”). MAAP was developed by Mr. John R. Hummel and Mr. Bradley C. Stern, principals and partners of AIS.
The Partnership generally maintains positions, both long (contracts to buy) and short (contracts to sell), in Futures Contracts with a notional value equal to between approximately two and four times the Partnership’s aggregate net asset value. Except for temporary deviations from time to time, for example, as the value of the contracts purchased at the onset of a new position change or as prices in the market move up or down substantially, leverage in the Partnership ranges from zero to a level not significantly greater than four times the total capital of the Partnership. Depending on MAAP trading signals and AIS’ discretionary input, the leverage in the Partnership may be significantly less than four times total capital.
Description of Trading Approach
In trading for the Partnership, AIS employs its MAAP strategy. MAAP is a discretionary, long-term oriented investment strategy. The MAAP investment process begins with a global macro-economic analysis and then uses a technical and systematic study of current trends and futures contract valuation to determine the direction and size of positions to be taken in MAAP. Once in a position, the MAAP investment process includes consideration of both trend-following strategies and the valuation levels of the underlying futures contracts in making adjustments to position size and direction. The principals of AIS have used the MAAP investment process for over 22 years.
MAAP maintains long, short or neutral positions in markets within each of the following six asset classes using futures contracts, options on futures contracts or a combination of both: equities, fixed income, currency, metals, agricultural products and energy products.
AIS believes that these six asset classes represent major economic/financial sectors of the global economy and that, historically, the performance of many of these asset classes has been non-correlated or negatively correlated to each other. AIS believes that a portfolio combining these six asset classes has the potential for a higher risk-adjusted return than would be achieved by a portfolio consisting of any one of these classes managed individually.
MAAP allocates approximately 1/6 of the portfolio’s potential total contract value (when fully invested) to each of the six asset classes described above. Approximately 1/6 of the portfolio’s potential value is allocated to each of the following three financial markets: equities, represented by positions in the S&P 500 futures contract and the Japanese Nikkei 225; fixed income, represented by U.S. Treasury bond futures; and currencies, represented by Japanese yen, British pound, Swiss franc, Canadian dollar, Australian dollar, Mexican peso and euro currency futures. Other markets may be added in the future at AIS’ discretion.
Within each of the three physical commodity asset classes, while still allocating 1/6 to each asset class, AIS trades several markets that at times have a high degree of correlation. Within the 1/6 “agricultural products” allocation, soybean futures generally represent the largest potential position, but the portfolio also may include positions in corn, wheat, soybean oil and soybean meal futures. Within the 1/6 “metals” allocation, gold futures generally represent the largest potential position, but the portfolio also may include positions in silver and copper futures. Within the 1/6 “energy products” allocation, crude oil futures generally represent the largest potential position, but the portfolio also may include positions in heating oil, unleaded gasoline and natural gas futures. When the portfolio is fully invested, the relative weight of each contract position within the asset class is influenced by the relative liquidity and perceived profit potential of each contract traded.
The profitability of MAAP depends upon the occurrence of major price moves, or trends, in the futures contracts traded. However, there is no guarantee that there will actually be such trends in the future or that AIS will be able to identify or properly capitalize on future price trends.
| 2 |
The MAAP investment process begins with an analysis of the global macro economic conditions that could impact the environment for the six sectors traded. AIS believes that global economic growth rates, inflation trends, government policies, currency and interest rate trends, and demographic factors all interact to impact price trends in the various markets traded. In addition to global macro trends, analysis of specific supply and demand trends within each of the three commodity sectors is conducted on an ongoing basis. Finally, AIS analyzes the potential of supply demand conditions and price trends in one sector to impact prices in other sectors. Using their analysis of fundamental conditions, the trading principals then look to their quantitative research and utilize technical analysis to help with the timing of trades and the determination of the size of new or adjusted positions. The trading principals believe that combining both fundamental and quantitative analysis creates a more in-depth understanding of market dynamics.
AIS exercises discretion with respect to the timing of entering into new positions when additional funds are added, and the timing of closing out existing positions when there are withdrawals, but this usually occurs on the first and last business days of each month. When MAAP’s position weighting parameters signal that the number of positions in a futures contract should be increased or decreased due to overall portfolio gains or due to a need to rebalance, AIS may wait for corrections or advances prior to adjusting the number of contracts held in a particular asset’s position. During these periods, the Partnership’s leverage may substantially exceed or fall short of what it would be if a new position were initiated immediately upon additions to or withdrawals from the Partnership. If AIS believes the markets are subject to unusual risk, possible government intervention or temporary illiquidity, it may temporarily reduce overall portfolio leverage or leverage in a particular market.
Although AIS generally takes positions in the most liquid, front month futures contract, it also analyzes spread relationships in order to take advantage of opportunities between front month futures contracts and forward month futures contracts and may at times utilize forward month futures. AIS believes this flexibility periodically offers opportunities to reduce portfolio risk or increase portfolio return. AIS may also buy or sell options on futures at its discretion in an effort to reduce portfolio risk or to allow a managed account to enter or exit positions at certain prices and times.
AIS can generally apply MAAP with different degrees of leverage based on a client’s risk/reward parameters, ranging from no additional leverage to four times leverage. With respect to the Partnership, AIS generally maintains, except for temporary deviations from time to time (as described herein) or if the prices of the futures contracts entered into at the onset of a new position change substantially, leverage at a level not materially greater than four times the Partnership’s Net Assets. However, depending on AIS’ discretionary assessment, leverage may be significantly less than four times the Partnership’s Net Assets.
AIS continues an active research program designed to improve investment returns and reduce portfolio risk. Such research may lead to the introduction of trading models in individual markets and to more extensive use of options on futures contracts. AIS’ research in the use of options on futures is primarily, but not solely, intended to seek ways to further reduce portfolio volatility.
AIS’ basic risk management decision-making is discretionary, using both fundamental and technical/quantitative information. However, AIS overlays these decisions with a systematic process to determine maximum long leverage in the commodity sectors. The physical commodity risk overlay assigns positive or negative points to each of the twelve commodity markets traded within the three physical commodity asset classes of MAAP. These twelve markets include: gold, silver, copper, crude oil, RBOB (unleaded gasoline), heating oil, natural gas, corn, wheat, soybeans, soybean meal and soybean oil. A composite point level is then computed for the twelve commodity markets. If the composite reading for the twelve markets drops below the predetermined minimum level, leverage must be reduced to a maximum of 50 percent of potential leverage on the long side for MAAP’s commodity positions. Leverage on commodity long positions can only be brought back above 50 percent of maximum when the portfolio point system rises to a predetermined positive level.
The physical commodities risk overlay is designed to be long-term, with infrequent signals. The risk overlay is not without its limitations and is intended to reduce, rather than eliminate, discretion in making risk management decisions. However, the long-term nature of the approach may avoid the problem of frequent whipsaws to which many systematic traders are subject, although there can be no assurance that this approach will be successful in doing so or not result in reduced returns for the Partnership.
| 3 |
Regulation
Under the Commodity Exchange Act, as amended (the “CEA”), commodity exchanges and futures trading are subject to regulation by the CFTC. NFA, a “registered futures association” under the CEA, is the only non-exchange self-regulatory organization for futures industry professionals. The CFTC has delegated to NFA responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers” and their respective associated persons and “floor brokers” and “floor traders.” The CEA requires commodity pool operators and commodity trading advisors, such as the General Partner, and commodity brokers or futures commission merchants, such as the Commodity Brokers to be registered and to comply with various reporting and record keeping requirements. The CFTC may suspend a commodity pool operator’s or commodity trading advisor’s registration if it finds that its trading practices tend to disrupt orderly market conditions or in certain other situations. In the event that the registration of the General Partner as a commodity pool operator or a commodity trading advisor were terminated or suspended, the General Partner would be unable to continue to manage the business of the Partnership. Should the General Partner’s registration be suspended, termination of the Partnership might result.
In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long or net short position which any person may hold or control in particular commodities. Most exchanges also limit the changes in futures contract prices that may occur during a single trading day. In October 2011, the CFTC adopted a separate position limits regime for 28 so-called “exempt” (i.e., metals and energy) and agricultural futures and options contracts and their economically equivalent swap contracts. On September 28, 2012, the United States District Court for the District of Columbia vacated these rules. The CFTC has proposed a new set of speculative position rules which are not yet finalized (or effective).
Items 101(c)(i) through (xii) of Regulation S-K are not applicable.
The Partnership has no employees.
| (d) | Partnership Assets and Cash Management Income |
| (i) | Partnership Assets and Custody of Assets |
The Partnership’s assets are not used to “purchase” any futures positions, but rather as good faith deposits to secure the Partnership’s obligations under the positions which it holds. The Partnership’s margin commitments on its futures positions generally range between 10% and 35% of net assets.
Due to the high degree of leverage available in the futures markets (the margin deposits required to initiate individual futures positions typically range from as little as 2% up to no more than approximately 25% of contract value, and maintenance margins tend to be significantly lower), the Partnership ordinarily holds futures positions with a gross value ranging between two times and four times its net asset value, but may hold positions with a gross value outside this range from time to time.
The Partnership does not and will not: (1) invest in any equity security, (2) make loans to any person or entity (other than by the purchase of U.S. Treasury instruments) or (3) commingle its property with the property of any other person or entity.
| (ii) | Interest Income |
Substantially all of the proceeds from the sale of Interests are deposited in the Partnership’s accounts with the Commodity Brokers and Wells Fargo Bank, N.A. in Greenwich, Connecticut (“Wells Fargo”) and are held in cash or in U.S. Treasury bills in accordance with CFTC regulations and are available to support the Partnership’s trading. Approximately 30% to 60% of the Partnership’s assets is expected to be held in the Partnership’s name at Wells Fargo, although the actual percentage may be greater than or less than the expected range at any time. The balance of the Partnership’s assets will be held in segregated or secured amount accounts at the Commodity Brokers. Notwithstanding the foregoing, the Partnership may, in the General Partner’s sole discretion, hold all or substantially all of its assets with the Commodity Brokers, although it does not currently expect to do so. All interest income earned on the Partnership’s assets, in accounts with both the Commodity Brokers and Wells Fargo, accrues to the benefit of the Partnership.
AIS may trade foreign futures contracts on behalf of the Partnership. In connection with such trading, certain Partnership funds may be kept on deposit in accounts inside or outside the United States with entities eligible to act as depositories under the CFTC regulations governing foreign futures trading. The Commodity Brokers obtain from each such depository an acknowledgment that such funds are held on behalf of foreign futures customers and are being held in accordance with applicable CFTC regulations. The interest, if any, earned by the Partnership on such funds varies depending upon the specific foreign futures contracts traded on behalf of the Partnership.
| 4 |
| (e) | Charges |
| Recipient | Nature of Payment |
Amount of Payment | ||
| Various service providers | Administrative expenses | The Partnership pays its routine legal, accounting and filing fees, operating expenses and other administrative costs as incurred. These costs are currently estimated at between $200,000 and $250,000 per year, although they may exceed this level. The Partnership will pay any taxes or extraordinary expenses applicable to it, but these are not expected to be material. | ||
| General Partner | Profit Share | The General Partner receives an annual Profit Share equal to 20% of any New Trading Profit realized on Series A and Series C Interests payable at the end of each calendar year. New Trading Profit is calculated on a “high water mark” basis with respect to each Limited Partner so that a Limited Partner is charged a Profit Share only on the amount of trading profits allocated to such Limited Partner that exceed the previous high point in trading profit allocated to such Limited Partner since a Profit Share was last charged. Because Limited Partners purchase Interests at different times, they may recognize different amounts of New Trading Profit. | ||
| General Partner | Management Fee | Series A Interests pay the General Partner a monthly Management Fee equal to 1/12 of 2% of month-end Net Assets (a 2% annual rate). Series C Interests pay the General Partner a monthly Management Fee equal to 1/12 of 2.7% of month-end Net Assets (a 2.7% annual rate). | ||
| The Commodity Brokers and other executing brokers | Brokerage Commissions | The Partnership pays to the Commodity Brokers brokerage commissions and certain other trading expenses incurred in connection with the Partnership’s futures trading. The Partnership pays to the Commodity Brokers up to $8 per “round turn” trade, which includes all exchange, clearing, give up and NFA fees. If the Partnership uses an executing broker other than the Commodity Brokers it pays up to $1.50 for trade execution. The Partnership is charged half of these round-turn rates on each purchase and sale of futures options. When an option is exercised and a futures position is acquired, the full round-turn rate is charged on that position. There is no charge when an option expires. The General Partner estimates that the annual brokerage commission expenses will, in the aggregate, range from 0.10% to 1.20% of the Partnership’s average month-end Net Assets, but such expenses may exceed this estimate under certain circumstances. If the Partnership engages in forward trading, the Partnership would typically be charged a bid/ask spread which is embedded in the price quoted by the forward contract counterparty and is thus unquantifiable. | ||
| Selling Agents | Selling Agent Administrative and Service Fee |
Series A Interests purchased by Limited Partners that were solicited by selling agents (collectively, the “Selling Agents”) will pay to the respective Selling Agent a Selling Agent Administrative and Service Fee (the “Service Fee”) equal to 1/12 of 2.5% (a 2.5% annual rate) of the month-end Net Asset Value of the Series A Interests sold by them which remain outstanding as of each month-end. The Selling Agent may pass on a portion of such Service Fees to its investment executives. The General Partner may also pay a portion of its Management Fee to the Selling Agents as additional sales compensation in respect of the Interests sold by the Selling Agents. Series C Interests are not subject to the Service Fee. |
| 5 |
| Recipient | Nature of Payment |
Amount of Payment | ||
| Various Selling Agents | Upfront selling commissions | A selling commission of up to 2% of the subscription amount may be deducted from the subscription proceeds and paid to the applicable Selling Agent, if any. |
Series B Interests, which are available only to the General Partner, its principals and employees, pay no Management Fee, Selling Agent Administrative and Service Fee or Profit Share, although they pay brokerage commissions and all other Partnership expenses and are otherwise identical to Series A Interests.
The Partnership is a Smaller Reporting Company, as defined by Rule 229.10(f)(1) and therefore this item is not required.
Item 1B: UNRESOLVED STAFF COMMENTS
Not applicable.
The Partnership does not own or use any physical properties in the conduct of its business. The General Partner performs all administrative services for the Partnership from the General Partner’s offices at 187 Danbury Road, Suite 201, Wilton, Connecticut 06897.
The Partnership is not aware of any pending legal proceedings to which either the Partnership is a party or to which any of its assets are subject. In addition there are no pending material legal proceedings involving the General Partner.
Item 4: MINE SAFETY DISCLOSURES
Not applicable.
| 6 |
Item 5: market for registrant’s common equity, related stockholder matters and issuer purchaseS of equity securities
| (a) | Market information |
There is no trading market for the Interests, and none is likely to develop. Interests may be redeemed or transferred subject to the conditions imposed by the Limited Partnership Agreement.
| (b) | Holders |
As of February 28, 2015, there were 403 holders of Interests.
| (c) | Dividends |
AIS has sole discretion in determining what distributions, if any, the Partnership makes to Limited Partners. To date no distributions or dividends have been paid on the Interests, and the General Partner has no present intention to make any.
| (d) | Securities Authorized for Issuance under Equity Compensation Plans |
None.
| (e) | Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities |
The Partnership did not sell any unregistered securities within the past three years which have not previously been included in the Partnership’s Quarterly Reports on Form 10-Q or in a Current Report on Form 8-K.
| (f) | Issuer Purchases of Equity Securities |
Pursuant to the Limited Partnership Agreement, Limited Partners may redeem their Interests in the Partnership as of the last business day of each calendar month upon ten days’ written notice to AIS. The redemption of capital from capital accounts by Limited Partners has no impact on the value of the capital accounts of other Limited Partners.
The following table summarizes Limited Partner redemptions during the fourth calendar quarter of 2014:
| Month Ended | Amount Redeemed | |||
| October 31, 2014 | $ | 457,204.41 | ||
| November 30, 2014 | 1,936,752.56 | |||
| December 31, 2014 | 700,728.08 | |||
| Total | $ | 3,094,685.05 | ||
Item 6: Selected financial data
The Partnership is a Smaller Reporting Company, as defined by Rule 229.10(f)(1) and therefore this item is not required.
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Reference is made to “Item 8. Financial Statements and Supplementary Data.” The information contained therein is essential to, and should be read in conjunction with, the following analysis.
| 7 |
| (a) | Capital Resources |
The Partnership raises additional capital only through the sale of Interests and capital is increased through trading profits (if any) and interest income. The Partnership does not engage in borrowing.
The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership has no significant capital expenditure or working capital requirements other than for monies to pay trading losses, brokerage commissions and expenses. Within broad ranges of capitalization, the General Partner’s trading positions should increase or decrease in approximate proportion to the size of the Partnership.
The Partnership trades futures contracts and options on futures contracts primarily on domestic markets. Risk arises from changes in the value of these instruments (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 counterparty for futures and options on futures contracts traded in the United States is the clearinghouse associated with the relevant exchange. Clearinghouse arrangements are generally perceived to reduce credit risk because, in general, clearinghouses are backed by the corporate members of the clearinghouses, which are required to share any financial burden resulting from the non-performance of any one of the members of the clearinghouse.
The General Partner attempts to control market risk through: (1) real time monitoring of open positions; (2) diversifying positions among various markets; (3) moderating position size in each market traded on the basis of the trading signals indicated by MAAP (that is, taking a full, partial or no position); and (4) limiting the leverage in the Partnership’s portfolio to not more than approximately four times the net asset value of the Partnership. The Partnership controls credit risk by dealing exclusively with large, well capitalized financial institutions and futures brokers.
The financial instruments traded by the Partnership contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures underlying the financial instruments or the Partnership’s satisfaction of the obligations may exceed the amount recognized in the statement of financial condition of the Partnership.
Due to the nature of the Partnership’s business, substantially all its assets are represented by cash and United States government obligations, while the Partnership maintains its market exposure through open futures contract positions.
The Partnership’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 Partnership’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 Partnership is assigned a position in the underlying future which is then settled by offset.
The value of the Partnership’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 Partnership’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 Partnership’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 Partnership is likely to suffer losses.
| (b) | Liquidity |
The Partnership’s assets are generally held as cash or cash equivalents which are used to margin the Partnership’s futures positions and are 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 Partnership’s futures trading, the Partnership’s assets are highly liquid and are expected to remain so. During its operations through December 31, 2014, the Partnership experienced no meaningful periods of illiquidity in any of the markets traded by the General Partner on behalf of the Partnership.
| 8 |
| (c) | Critical Accounting Policies |
The Partnership records its transactions in futures 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 Partnership on the day with respect to which Net Assets are being determined.
The Partnership accounts for certain assets and liabilities at fair value under the Financial Accounting Standards Board Accounting Standards Codification (the “Codification”) Topic No. 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. In accordance with ASC 820, the Partnership has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
Financial assets and liabilities recorded on the statements of financial condition at December 31, 2014 and December 31, 2013 are categorized as Level 1 and Level 2 based on the inputs to the valuation techniques. Level 1 denotes fair value is based on unadjusted quoted prices for identical assets or liabilities in an active market that the Partnership has the ability to access. Level 2 denotes fair value is based on observable inputs other than quoted market prices that the Partnership has the ability to access.
A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The fair values of futures contracts and options on futures contracts are based upon exchange closing prices. The fair value of U.S. Government Securities is based on cost plus accrued interest, which approximates fair value, based on quoted market prices.
The Partnership accounts for subscriptions, allocations and redemptions on a per partner capital account basis. Income or loss, prior to the Management Fee, Selling Agent Administrative and Service Fee and the General Partner Profit Share allocation, is allocated pro rata to the capital accounts of all partners.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
| (d) | Off-Balance Sheet Arrangements |
The Partnership does not engage in off-balance sheet arrangements with other entities.
| (e) | Contractual Obligations |
The Partnership is a Smaller Reporting Company, as defined by Rule 229.10(f)(1) and therefore this item is not required.
| 9 |
| (f) | Results of Operations |
Performance Summary
The profitability of trend-following trading techniques such as MAAP depends upon the occurrence of major price moves in at least some of the futures contracts traded. The General Partner’s trading methods are confidential, so that the only information that can be furnished regarding the Partnership’s results of operations is its performance record. The Partnership engages in speculative trading and the Partnership may enter into long, short or neutral positions in the markets in which it trades. Because the Partnership’s trading strategies depend heavily on global price trends (both positive and negative), and these price trends may be affected by global economic conditions and may at times be seasonal, the Partnership will be affected by such conditions and trends. The past performance of the Partnership 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 Partnership has a better opportunity of being profitable than in others.
2014
During 2014, the Partnership experienced a net realized and unrealized loss of $(11,298,008) from its trading operations, which is net of brokerage commissions of $51,875. The Partnership incurred total expenses of $1,606,436 including $784,444 in Selling Agent Administrative and Service Fees, $664,848 in Management Fees (paid to the General Partner) and $157,144 in operating expenses. The Partnership earned $14,763 in interest income and allocated a Profit Share of $0 to the General Partner. An analysis of trading gains and losses (not adjusted for any fees or expenses) by market sector is as follows:
| Sector | % Gain (Loss) | |||
| Stock Index | (9.93 | )% | ||
| Bonds | (5.12 | )% | ||
| Currency | (3.62 | )% | ||
| Energy | (10.61 | )% | ||
| Metals | (4.15 | )% | ||
| Grains | (5.79 | )% | ||
The Partnership experienced a loss for the year in 2014, as all six asset classes traded by the fund, had losses. The largest loss came from long positions in the energy markets, followed by short positions in the S&P500, long positions in the grains, short positions in the U.S. Treasury bonds, long positions in the metals, and long positions in the Australian and Canadian dollars.
2013
During 2013, the Partnership experienced a net realized and unrealized loss of $(15,508,994) from its trading operations, which is net of brokerage commissions of $83,981. The Partnership incurred total expenses of $2,590,809 including $1,328,963 in Selling Agent Administrative and Service Fees, $1,100,133 in Management Fees (paid to the General Partner) and $161,713 in operating expenses. The Partnership earned $43,953 in interest income and allocated a Profit Share of $1,192 to the General Partner. An analysis of trading gains and losses (not adjusted for any fees or expenses) by market sector is as follows:
| Sector | % Gain (Loss) | |||
| Stock Index | (7.24 | )% | ||
| Bonds | 0.79 | % | ||
| Currency | (1.84 | )% | ||
| Energy | 5.55 | % | ||
| Metals | (16.00 | )% | ||
| Grains | (5.34 | )% | ||
| 10 |
The Partnership experienced a loss for the year in 2013, as four of the six asset classes traded by the Partnership had losses. The largest loss came from long positions in metals, followed by short positions in the S&P 500, long positions in grains and long positions in Australian and Canadian dollars. Gains were achieved from long positions in the energy sector and from a short position in the U.S. Treasury bonds.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is a Smaller Reporting Company, as defined by Rule 229.10(f)(1) and therefore this item is not required.
Item 8: financial statements and supplementary data
Financial statements required by this item are included herewith following the Index to Financial Statements set forth following the signature page hereof and incorporated by reference into this Item 8.
Because the Partnership is a Smaller Reporting Company, as defined by Rule 229.10(f)(1), the supplementary financial information required by Item 302 of Regulation S-K is not required.
Item 9: changes in and disagreements with accountants on accounting and financial disclosure
None.
Item 9A: CONTROLS AND PROCEDURES
| (a) | Disclosure Controls and Procedures |
AIS, the general partner and trading advisor of the Partnership, with the participation of Principals of AIS, including the Managing Principal, 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 annual report, and, based on their evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Partnership’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| (b) | Management’s Annual Report on Internal Control over Financial Reporting |
AIS, the general partner and trading advisor of the Partnership, is responsible for establishing and maintaining adequate controls over financial reporting for the Partnership. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).
The General Partner’s internal control over financial reporting includes those policies and procedures that (1) relate to records maintained by the Partnership to accurately and fairly reflect Partnership transactions and disposition of Partnership assets; (2) provide reasonable assurances that Partnership transactions are recorded accurately to permit preparation of Partnership financial statements in accordance with GAAP and that Partnership receipts and expenditures are being made in accordance with the authorizations of AIS’ management; and (3) provide reasonable assurances regarding the prevention and detection of unauthorized acquisition, use or disposal of Partnership assets that would have a material effect on the Partnership’s financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| 11 |
AIS has assessed the effectiveness of its internal control over the financial reporting with respect to the Partnership as of December 31, 2014. In making this assessment, AIS used the general framework set out in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on its assessment, management of AIS has concluded that, as of December 31, 2014, its internal control over financial reporting with respect to the Partnership is effective.
| (c) | Changes in Internal Control over Financial Reporting |
There were no changes in the General Partner’s internal control over financial reporting during the period ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
None.
| 12 |
Item 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
| (a) | Identification of Directors and Executive Officers. |
(i) As a limited partnership, the Partnership itself has no officers, directors or employees. The Partnership’s affairs are managed by the General Partner. Trading decisions are made by the General Partner on behalf of the Partnership.
The trading principals of the General Partner and their business backgrounds are as follows.
John Hummel, age 69, is Managing Principal of AIS. Mr. Hummel has been a partner, associated person and principal of AIS, inclusive of its predecessors, since May 1990. Mr. Hummel has been a research analyst and portfolio manager in the securities field since June 1967 and has traded commodities for his personal account since February 1981 and for customers since June 1983. Mr. Hummel currently serves as the portfolio manager of AIS Balanced Fund L.P. (formerly Cowen Premier Balanced Fund L.P.), AIS Capital Growth Fund, L.P., and AIS Gold Fund L.P., the general partner of each of which is AIS. From May 1990 until March 31, 1993, Mr. Hummel was affiliated with Cowen & Company, a broker-dealer and investment adviser formed in 1918 which is a member of the New York Stock Exchange and all other principal United States exchanges. At Cowen & Company, Mr. Hummel was directly responsible for managing individual and institutional stock and bond portfolios. From June 1987 until July 1990, Mr. Hummel was affiliated with Matuschka & Co. L.P. (formerly Matuschka Moser Partners L.P.), a United States affiliate of The Matuschka Group, a privately-owned investment firm headquartered in Germany, where he was directly responsible for managing individual and institutional stock and bond portfolios. Also during such time, Mr. Hummel was affiliated with Matuschka Moser Futures Management Corporation from June 1987 until October 1990 where he acted as a portfolio manager with respect to futures trading. Prior to joining Matuschka & Co. L.P. in June 1987, Mr. Hummel was a Managing Director of Mitchell Hutchins Asset Management, Inc., an investment advisory firm which at the time was a subsidiary of PaineWebber Inc. (which was later acquired by UBS Global Asset Management US Inc.), where he had been responsible for individual and institutional investment portfolios since January 1977. Mr. Hummel directed the trading of Mitchell Hutchins Futures Fund, Ltd. from its inception in December 1983 through June 1987. From April 1976 to December 1976, Mr. Hummel worked for Reynolds Securities, Inc., a brokerage firm in Milwaukee, Wisconsin, where he was an account executive, series 7 broker, specializing in pension consulting. From June 1969 to April 1976, Mr. Hummel served as President of Asset Management Corporation, an investment advisory firm which he helped organize. From June 1967 to June 1969, Mr. Hummel worked as a research analyst for Robert W. Baird & Co., a brokerage firm in Milwaukee, Wisconsin. Mr. Hummel received a B.S. degree in investment management from Northwestern University in 1967.
Bradley C. Stern, age 49, is a Principal of AIS. Mr. Stern has been a partner and associated person of AIS, inclusive of its predecessors, since March 1993 and a principal of AIS, inclusive of its predecessors, since November 1993. Mr. Stern graduated from Emory University in with a B.B.A. degree and did post graduate work in finance at New York University in 1991 and 1992. From September 1988 to April 1989, he was an account executive with the recruiting firm Winston Resources, where he was responsible for recruiting personnel for various professional positions. From April 1989 to September 1989, he worked as a liaison between retail brokers and insurance companies regarding such insurance products as annuities, term life and whole life insurance at Thomson McKinnon Securities Inc., a registered broker-dealer. From September 1989 through March 1993, Mr. Stern became an Assistant Portfolio Manager at Cowen & Company, a broker-dealer and investment adviser formed in 1918 which is a member of the New York Stock Exchange and all other principal United States exchanges, and his responsibilities increased during his time there to include acting as a Trading Analyst for Cowen & Company. In March 1993, Mr. Stern left Cowen & Company with Mr. Hummel to join AIS Futures Management, Inc., a predecessor of AIS, and has been with AIS, inclusive of its predecessors, since that time.
| 13 |
Stephen Wayne Edwards, age 35, CFA, joined AIS as a Principal, in September 2013, after co-founding Frontera Management, LLC (“Frontera”), a systematic global macro firm, in December 2008. Mr. Edwards registered with the NFA as an associated person of Frontera on June 19, 2009, and as an associated person of AIS Capital Management, L.P. on September 27, 2013. Within both firms, Mr. Edwards has served as a portfolio manager for systematic global macro strategies and guided research of fundamental indicators. Prior to Frontera, Mr. Edwards was a researcher and portfolio manager at Spruce Private Investors, a $3.5 billion investment management firm that acts as an outsourced chief investment officer for private and institutional clients and offers several multi-manager alternative investment partnerships, from February 2004 to December 2008. Mr. Edwards researched and designed Spruce’s systematic investment process and managed clients’ portfolios and a derivative-based, global macro overlay within the firm’s multi-manager funds. This investment process makes use of fundamentally based macro indicators in order to inform the outlook for global equity, credit, commodity, and currency markets. In January 2004, Mr. Edwards was transitioning between employers. At leading global macro firm Bridgewater Associates, LP, he served in the quantitative research and client analytics groups from October 2002 to December 2003 in support of the firm’s diversified, absolute-return global macro strategy and developed a trading system for global equities, nominal bonds, short rates, and currencies. From June 2002 to September 2002, Mr. Edwards co-founded IntotheBest.com, a college counseling service. From September 2001 to May 2002, Mr. Edwards served as a short-term missionary with Campus Crusade for Christ in Maracaibo, Venezuela. From June 2001 to August 2001, Mr. Edwards served as an intern with Restricted Stock Systems, Inc., a software provider that helps banks process restricted stock transactions. Mr. Edwards received an A.B. degree in history from Princeton University in 2001, earning magna cum laude and Phi Beta Kappa honors, and played on the school’s golf team. Mr. Edwards became a CFA charterholder in 2006.
Hui John Zhang, age 45, joined AIS as a Principal, in September 2013, after co-founding Frontera in December 2008. Mr. Zhang registered with the NFA as an associated person of Frontera Management, LLC on February 12, 2009, and as an associated person of AIS Capital Management, L.P. on September 27, 2013. Within both firms, Mr. Zhang has served as a portfolio manager for systematic global macro strategies. From September 2008 to November 2008, Mr. Zhang was planning his next business venture—the launch of Frontera. Prior to that, Mr. Zhang was a managing director and head of customized derivative solutions at U.S. Trust, a private bank and asset management firm, from May 2006 to August 2008. He spearheaded the creation of cross-asset capital-conserved investment management accounts. These portfolios have an absolute-return orientation and involve (i) derivative positions stemming from a fundamental, thematic discretionary global macro process and (ii) various fixed-income instruments to reduce volatility and preserve capital. Mr. Zhang served on the Investment Strategy Committee at U.S. Trust and was responsible for advising clients on customized derivative strategies to enhance investment return and manage asset-liability mismatches. Prior to joining U.S. Trust, Mr. Zhang had overall responsibility for developing the institutional asset management business of Union Bancaire Privée, a private bank and asset management firm, in Asia from April 2005 to April 2006. Mr. Zhang was a member of Citigroup Private Bank’s U.S. Capital Markets Team from April 2003 to March 2005 and was the head of trading and a senior bookrunner in distressed financing, equity derivatives, and convertible bond arbitrage at Crédit Agricole-Lazard Financial Products Bank, an investment bank, from January 2001 to April 2003; Bear, Stearns & Co., Inc., an investment bank, from June 1998 to October 1999; Credit Suisse Group AG, a bank, from September 1997 to May 1998; and UBS AG, a bank, from May 1994 to August 1997, each of which is a major financial institution. In October 1999, Mr. Zhang co-founded eBusiness Enterprise Solutions & Technology Inc., a start-up enterprise software company, and he worked there as co-founder until December 2000. Mr. Zhang graduated summa cum laude with B.A. degrees in mathematics, statistics and economics from the University of Rochester in 1992 and earned a Master’s degree in finance from the Wharton School of the University of Pennsylvania in 1994.
| (ii) | Identification of Certain Significant Employees |
None.
| (iii) | Family Relationships |
None.
| (iv) | Business Experience |
See above.
| (v) | Involvement in Certain Legal Proceedings. |
None.
| (vi) | Promoters and Control Persons |
Not Applicable.
| (b) | Code of Ethics |
| 14 |
The Partnership has no employees, officers or directors and is managed by AIS. AIS has adopted a Code of Ethics that applies to its principal executive officer and certain other officers and employees of AIS. A copy of this Code of Ethics may be obtained at no charge by written request to AIS Capital Management, L.P., 187 Danbury Road, Suite 201, Wilton, CT 06897 or by calling AIS at (203) 563-1180.
Item 11: executive compensation
The Partnership itself has no officers, directors or employees. None of the principals, officers or employees of AIS receive compensation from the Partnership. AIS makes all trading decisions for the Partnership. AIS receives a monthly Management Fee from the Partnership of 1/12 of 2% of month-end Net Assets attributable to Series A Interests and 1/12 of 2.7% of month-end Net Assets attributable to Series C Interests, and an annual Profit Share equal to 20% of New Trading Profit realized on Series A and Series C Interests, payable at the end of each calendar year on a “high water mark” basis. Because Limited Partners purchase Interests at different times, they may recognize different amounts of New Trading Profit. Each Limited Partner is charged a Profit Share only on the New Trading Profit allocable to such Limited Partner’s investment in the Partnership. There is no Management Fee or Profit Share with respect to Series B Interests, which are available only to AIS, its principals and employees.
The officers of AIS are compensated by AIS in their respective positions. The officers receive no other compensation from the Partnership. There are no compensation plans or arrangements relating to a change in control of either the Partnership or AIS.
Item 12: Security Ownership of Certain Beneficial Owners and Management and related stockholder matters
| (a) | Securities authorized for issuance under equity compensation plans |
None.
| (b) | Security ownership of certain beneficial owners |
As of February 28, 2015, the General Partner knows of the following persons who own beneficially more than 5% of the Partnership’s Interests as follows:
| Name and Address | Value of Interests held | Percentage Ownership | ||||||
| City of Meriden Police and Fire Fund H 142 East Main Street Meriden, CT 06450 | $ | 3,183,647 | 17.50 | % | ||||
| City of Meriden Employees Fund M 142 East Main Street Meriden, CT 06450 | $ | 3,578,890 | 19.67 | % | ||||
All of the Partnership’s general partner interest is held by AIS Capital Management, L.P.
| (c) | Security Ownership of Management |
The Partnership has no officers or directors. Under the terms of the Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner, which has discretionary authority over the Partnership’s trading. As of February 28, 2015, the General Partner’s interest in the Partnership was valued at $0.
As of February 28, 2015, the directors and executive officers of the General Partner owned beneficially Interests as follows:
| 15 |
| Name | Value of Interest | Percentage of Limited Partnership Interests | ||||||||||||||
| Held Directly | Held Indirectly* | % Directly | % Indirectly | |||||||||||||
| John Hummel | $ | 0 | $ | 136,915 | 0 | % | 0.75 | % | ||||||||
No other director, executive officer or partner of the General Partner beneficially owned Interests in the Partnership.
| (d) | Changes in Control |
There have been no changes in control of the Partnership.
Item 13: Certain Relationships and Related Transactions, and Director Independence
See “Item 11: Executive Compensation” and “Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” The Partnership paid the General Partner $664,848 in Management Fees for the year ended December 31, 2014. The Partnership allocated to the General Partner $0 in Profit Share for the year ended December 31, 2014. The General Partner’s interest in the Partnership showed no allocation of profit or loss for the year ended December 31, 2014. The Management Fees and Profit Share paid by the Partnership to AIS were not negotiated and are higher than they would have been had they been the result of arm’s-length bargaining.
At December 31, 2014, John Hummel, the Managing Principal of the General Partner, held an interest in the Partnership totaling $138,271.
The Partnership has not and does not make any loans to the General Partner, its affiliates, their respective officers, directors or employees or the immediate family members of any of the foregoing, or to any entity, trust or other estate in which any of the foregoing has any interest, or to any other person (provided that the purchase of U.S. Treasury obligations and the deposit of Partnership assets with banks, futures brokers and foreign exchange counterparties in connection with the trading operations of the Partnership are not considered to be loans).
None of the General Partner, its affiliates, their respective officers, directors and employees or the immediate family members of any of the foregoing, or any entity trust or other estate in which any of the foregoing has any interest has, to date, sold any asset, directly or indirectly, to the Partnership.
The Partnership has no directors, officers or employees and is managed by the General Partner. The General Partner is managed by its principals, none of whom are independent of the General Partner.
Item 14: principal accounting fees and services
The following table sets forth the fees billed to the Partnership for professional audit services and professional tax services provided by Arthur F. Bell, Jr. & Associates, L.L.C., the Partnership’s independent registered public accountant for 2014 and 2013, for the audit of the Partnership’s annual financial statements and filing of the Partnership’s annual income tax returns for the years ended December 31, 2014 and 2013, respectively.
* Interests held indirectly include Interests with respect to which a person holds voting or disposition power: (i) by virtue of serving as one of two or fewer trustees, custodian or officer of the beneficial owner which is a charitable entity, benefit plan or custody account for the benefit of a minor; (ii) with respect to certain Interests owned by members of a person’s immediate family; or (iii) through a self directed benefit plan.
| 16 |
| FEE CATEGORY | 2014 | 2013 | ||||||
| Audit Fees(1) | $ | 69,235 | $ | 73,936 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees(2) | $ | 13,500 | $ | 16,000 | ||||
| All Other Fees | - | - | ||||||
| TOTAL FEES | $ | 82,735 | $ | 89,936 | ||||
_________
| (1) | Audit fees consist of fees for professional services rendered for the audit of the Partnership’s financial statements and review of financial statements included in the Partnership’s quarterly reports. |
| (2) | Tax fees consist of fees for the preparation of the Partnership’s U.S. federal and required state tax returns. The entire amount of such fees was pre-approved by the principals of AIS. |
Neither the Partnership nor AIS has an audit committee to pre-approve accountant and auditor fees and services. In lieu of an audit committee, the principals of AIS pre-approve the engagement of the auditor and its fees and services prior to the commencement of services.
| 17 |
Item 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | Financial Statements |
The following financial statements are included herewith, beginning following the Index to Financial Statements appearing after the signature page hereof, and are incorporated into Item 8:
| · | Statements of Financial Condition at December 31, 2014 and 2013; |
| · | Condensed Schedule of Investments at December 31, 2014; |
| · | Condensed Schedule of Investments at December 31, 2013; |
| · | Statements of Operations For the Years Ended December 31, 2014 and 2013; and |
| · | Statements of Changes in Partners’ Capital (Net Asset Value) For the Years Ended December 31, 2014 and 2013. |
| (b) | Exhibits |
The following documents (unless otherwise indicated) are filed herewith and made part of this registration statement.
| Exhibit Designation | Description | |
| *3.1 | Certificate of Formation of AIS Futures Fund IV L.P. | |
| **4.2 | Fourth Amended and Restated Limited Partnership Agreement of AIS Futures Fund IV L.P., dated as of March 1, 2008 | |
| 31.01 | Rule 13a-14(a)/15d-14(a) Certification | |
| 32.01 | Section 1350 Certification | |
| 101 INS XBRL | Instance Document | |
| 101 SCH XBRL | Taxonomy Extension Schema | |
| 101 CAL XBRL | Taxonomy Extension Calculation Linkbase | |
| 101 DEF XBRL | Taxonomy Extension Definition Linkbase | |
| 101 LAB XBRL | Taxonomy Extension Label Linkbase | |
| 101 PRE XBRL | Taxonomy Extension Presentation Linkbase |
* This exhibit is incorporated by reference to the exhibit of the same number and description filed with the Partnership’s Registration Statement (File No. 000-52599) filed on April 30, 2007 on Form 10 under the Securities Exchange Act of 1934.
** This exhibit is incorporated by reference to the exhibit of the same number and description filed with the Partnership’s Current Report (File No. 000-52599) filed on March 5, 2008 on Form 8-K under the Securities Exchange Act of 1934.
| 18 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: March 24, 2015 | ||
| AIS FUTURES FUND IV L.P. | ||
| By: AIS CAPITAL MANAGEMENT, L.P. | ||
| By: | /s/ John Hummel | |
| Name: John Hummel | ||
| Title: Managing Principal | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the General Partner of the registrant and in the capacities and on the date indicated.
| Dated: March 24, 2015 | ||
| By: | /s/ John Hummel | |
| Name: John Hummel | ||
| Title: Managing Principal (principal executive and principal financial officer) of AIS Capital Management, L.P. | ||
| 19 |
INDEX TO FINANCIAL STATEMENTS
AIS Futures Fund IV L.P. Annual Report, December 31, 2014
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners
AIS Futures Fund IV L.P.
We have audited the accompanying statements of financial condition of AIS Futures Fund IV L.P., including the condensed schedules of investments, as of December 31, 2014 and 2013, and the related statements of operations and changes in partners’ capital (net asset value) for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AIS Futures Fund IV L.P. as of December 31, 2014 and 2013, and the results of its operations and the changes in its net asset values for the years then ended, in conformity with U.S. generally accepted accounting principles.
/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
Hunt Valley, Maryland
March 23, 2015
| F-2 |
STATEMENTS OF FINANCIAL CONDITION
December 31, 2014 and 2013
_________________
| 2014 | 2013 | |||||||
| ASSETS | ||||||||
| Equity in futures broker trading accounts | ||||||||
| Cash | $ | 451,333 | $ | 3,840,242 | ||||
| United States government securities | 1,499,965 | 8,499,181 | ||||||
| Unrealized (loss) on open futures contracts, net | (79,850 | ) | (591,732 | ) | ||||
| Interest receivable | 127 | 236 | ||||||
| Deposits with futures brokers | 1,871,575 | 11,747,927 | ||||||
| Cash | 1,853,597 | 86,602 | ||||||
| United States government securities | 15,999,450 | 31,994,040 | ||||||
| Total assets | $ | 19,724,622 | $ | 43,828,569 | ||||
| LIABILITIES | ||||||||
| Accounts payable | $ | 92,533 | $ | 87,728 | ||||
| Commissions and other trading fees on open contracts payable | 864 | 7,974 | ||||||
| Management fee payable | 31,532 | 72,608 | ||||||
| Selling agent administrative and service fee payable | 48,468 | 100,423 | ||||||
| Redemptions payable | 700,728 | 3,818,060 | ||||||
| Total liabilities | 874,125 | 4,086,793 | ||||||
| PARTNERS' CAPITAL (Net Asset Value) | ||||||||
| Limited Partners - Series A | 18,597,512 | 39,218,336 | ||||||
| Limited Partners - Series B | 138,271 | 249,046 | ||||||
| Limited Partners - Series C | 114,714 | 274,394 | ||||||
| Total partners' capital (Net Asset Value) | 18,850,497 | 39,741,776 | ||||||
| Total liabilities and partners' capital (Net Asset Value) | $ | 19,724,622 | $ | 43,828,569 | ||||
See accompanying notes.
| F-3 |
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2014
_______________
UNITED STATES GOVERNMENT SECURITIES*
| Face Value | Maturity Date | Description | Fair Value | %
of Net Asset Value | ||||||||||
| $ | 11,000,000 | 01/08/15 | U.S. Treasury Bills | $ | 10,999,911 | 58.35 | % | |||||||
| 1,000,000 | 03/05/15 | U.S. Treasury Bills | 999,946 | 5.31 | % | |||||||||
| 500,000 | 04/09/15 | U.S. Treasury Bills | 499,973 | 2.65 | % | |||||||||
| 5,000,000 | 04/16/15 | U.S. Treasury Bills | 4,999,585 | 26.52 | % | |||||||||
| Total United States government securities | ||||||||||||||
| (cost - $17,497,084) | $ | 17,499,415 | 92.83 | % | ||||||||||
LONG FUTURES CONTRACTS**
| Description | Fair Value | %
of Net Asset Value |
||||||||||
| Metals | $ | (102,725) | (0.54 | )% | ||||||||
SHORT FUTURES CONTRACTS**
| Description | Fair Value | %
of Net Asset Value |
||||||||||
| Stock Index | $ | 22,875 | 0.12 | % | ||||||||
| Total futures contracts | $ | (79,850 | ) | (0.42 | )% | |||||||
| * | Includes $1,500,000 face value with a fair value of $1,499,965 pledged as collateral for the trading of futures and options on futures contracts. |
| ** | No individual futures contract or options on futures contracts position constituted greater than 5 percent of Net Asset Value. Accordingly, the number of contracts and expiration dates are not presented. |
See accompanying notes.
| F-4 |
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2013
_______________
UNITED STATES GOVERNMENT SECURITIES*
| Face Value | Maturity Date | Description | Fair Value | %
of Net Asset Value | ||||||||||
| $ | 9,500,000 | 01/09/14 | U.S. Treasury Bills | $ | 9,499,888 | 23.91 | % | |||||||
| 4,500,000 | 02/06/14 | U.S. Treasury Bills | 4,499,841 | 11.32 | % | |||||||||
| 2,500,000 | 02/27/14 | U.S. Treasury Bills | 2,499,819 | 6.29 | % | |||||||||
| 1,000,000 | 03/06/14 | U.S. Treasury Bills | 999,913 | 2.52 | % | |||||||||
| 1,500,000 | 04/03/14 | U.S. Treasury Bills | 1,499,899 | 3.77 | % | |||||||||
| 7,500,000 | 04/10/14 | U.S. Treasury Bills | 7,498,246 | 18.87 | % | |||||||||
| 1,500,000 | 05/15/14 | U.S. Treasury Bills | 1,499,521 | 3.77 | % | |||||||||
| 12,500,000 | 06/19/14 | U.S. Treasury Bills | 12,496,094 | 31.44 | % | |||||||||
| Total United States government securities | ||||||||||||||
| (cost - $40,488,057) | $ | 40,493,221 | 101.89 | % | ||||||||||
LONG FUTURES CONTRACTS**
| Description | Fair Value | % of Net Asset Value | ||||||||||
| Agricultural | $ | (56,090 | ) | (0.14 | )% | |||||||
| Currencies | (331,125 | ) | (0.83 | )% | ||||||||
| Energy | (99,519 | ) | (0.25 | )% | ||||||||
| Metals | (595,609 | ) | (1.50 | )% | ||||||||
| Total long futures contracts | $ | (1,082,343 | ) | (2.72 | )% | |||||||
SHORT FUTURES CONTRACTS**
| No. of Contracts | Description | Fair Value | % of Net Asset Value | |||||||||
| 208 | Interest Rates (U.S. Treasury Bond, expires 3/2014) | $ | 490,611 | 1.23 | % | |||||||
| Total futures contracts | $ | (591,732 | ) | (1.49 | )% | |||||||
| * | Includes $8,500,000 face value with a fair value of $8,499,181 pledged as collateral for the trading of futures and options on futures contracts. | ||
| ** | No individual futures contract position constituted greater than 5 percent of Net Asset Value. Accordingly, except for the short interest rate futures contracts, the number of contracts and expiration dates are not presented. |
See accompanying notes.
| F-5 |
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2014 and 2013
_______________
| 2014 | 2013 | |||||||
| TRADING GAINS (LOSSES) | ||||||||
| Realized | $ | (11,758,015 | ) | $ | (18,029,530 | ) | ||
| Change in unrealized | 511,882 | 2,604,517 | ||||||
| Brokerage commissions | (51,875 | ) | (83,981 | ) | ||||
| Total (loss) from trading | (11,298,008 | ) | (15,508,994 | ) | ||||
| NET INVESTMENT (LOSS) | ||||||||
| Income | ||||||||
| Interest income | 14,763 | 43,953 | ||||||
| Expenses | ||||||||
| Selling agent administrative and service fee | 784,444 | 1,328,963 | ||||||
| Management fee | 664,848 | 1,100,133 | ||||||
| Operating expenses | 157,144 | 161,713 | ||||||
| Total expenses | 1,606,436 | 2,590,809 | ||||||
| Net investment (loss) | (1,591,673 | ) | (2,546,856 | ) | ||||
| NET (LOSS) | (12,889,681 | ) | (18,055,850 | ) | ||||
| Less: General Partner Profit Share allocation | 0 | 1,192 | ||||||
| Net (loss) for pro rata allocation to all partners | $ | (12,889,681 | ) | $ | (18,057,042 | ) | ||
| Net (loss) is comprised as follows: | ||||||||
| Net (loss) attributable to General Partner | $ | 0 | $ | (28,543 | ) | |||
| Net (loss) attributable to Limited Partners | (12,889,681 | ) | (18,027,307 | ) | ||||
| Total net (loss) | $ | (12,889,681 | ) | $ | (18,055,850 | ) | ||
See accompanying notes.
| F-6 |
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)
For the Years Ended December 31, 2014 and 2013
_______________
| Partners' Capital | ||||||||||||||||||||
| Series B | Series A | Series B | Series C | |||||||||||||||||
| General | Limited | Limited | Limited | |||||||||||||||||
| Partner | Partners | Partners | Partners | Total | ||||||||||||||||
| Balances at December 31, 2012 | $ | 410,873 | $ | 69,117,753 | $ | 0 | $ | 0 | $ | 69,528,626 | ||||||||||
| Transfers | 0 | (186,349 | ) | 0 | 186,349 | 0 | ||||||||||||||
| Net income (loss) for the year ended December 31, 2013: | ||||||||||||||||||||
| General Partner Profit Share allocation | 1,192 | 0 | 0 | 0 | 1,192 | |||||||||||||||
| Pro rata allocation to all partners | (29,735 | ) | (17,916,753 | ) | (70,851 | ) | (39,703 | ) | (18,057,042 | ) | ||||||||||
| Subscriptions | 0 | 313,000 | 381,138 | (1) | 150,000 | 844,138 | ||||||||||||||
| Redemptions | (382,330 | )(1) | (12,109,315 | ) | (61,241 | ) | (22,252 | ) | (12,575,138 | ) | ||||||||||
| Balances at December 31, 2013 | $ | 0 | $ | 39,218,336 | $ | 249,046 | $ | 274,394 | $ | 39,741,776 | ||||||||||
| Transfers | 0 | (121,395 | ) | 0 | 121,395 | 0 | ||||||||||||||
| Net (loss) for the year ended December 31, 2014: | ||||||||||||||||||||
| Pro rata allocation to all partners | 0 | (12,772,557 | ) | (70,775 | ) | (46,349 | ) | (12,889,681 | ) | |||||||||||
| Subscriptions | 0 | 1,075,000 | 0 | 0 | 1,075,000 | |||||||||||||||
| Redemptions | 0 | (8,801,872 | ) | (40,000 | ) | (234,726 | ) | (9,076,598 | ) | |||||||||||
| Balances at December 31, 2014 | $ | 0 | $ | 18,597,512 | $ | 138,271 | $ | 114,714 | $ | 18,850,497 | ||||||||||
(1) Effective August 31, 2013, the General Partner withdrew its entire capital account balance in the Partnership, totaling $381,138. Accordingly, the $381,138 is included in the redemptions by the General Partner during the year ended December 31, 2013. In lieu of distributing cash proceeds, capital subscriptions totaling $381,138 were made on behalf of the principals of the General Partner, effective August 31, 2013.
See accompanying notes.
| F-7 |
NOTES TO FINANCIAL STATEMENTS
| Note 1. | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| A. | General Description of the Partnership |
| AIS Futures Fund IV L.P. (the Partnership) is a Delaware limited partnership, which operates as a commodity investment pool. The Partnership engages in the speculative trading of futures contracts and options on futures contracts. The Partnership is an Investment Company that follows the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification) Topic 946 – Financial Services – Investment Companies. The Partnership is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States (U.S.) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of commodity exchanges and Futures Commission Merchants (brokers) through which the Partnership trades. The Partnership is also subject to the applicable reporting requirements of the Securities Exchange Act of 1934. |
| The Fourth Amended and Restated Limited Partnership Agreement (the Limited Partnership Agreement) provides, among other things, that the Partnership shall dissolve no later than December 31, 2026. |
| B. | Method of Reporting and Use of Estimates |
| The Partnership’s financial statements are presented in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The FASB Codification is the single source of U.S. GAAP. |
| Pursuant to the Cash Flows Topic of the Codification, the Partnership qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows. |
| C. | Futures Contracts and Options on Futures Contracts |
| Futures contracts and options on futures contracts transactions are recorded on the trade date and open contracts are reflected at fair value, based on the primary exchange’s closing price. Gains or losses are realized when contracts are liquidated. As each broker has the individual right of offset, the Partnership presents the aggregate net unrealized gains with such brokers as net unrealized gain and the aggregate net unrealized (losses) with such brokers as net unrealized (loss) (i.e., net unrealized gains from one broker are not off-set against net unrealized (losses) from another broker) in the statements of financial condition (see Note 8., Derivatives, for disclosures about offsetting derivative assets and liabilities). The unrealized gains or losses on open futures contracts is the difference between contract trade price and quoted market price. Any change in net unrealized gain or loss from the preceding period is reported in the statements of operations. Brokerage commissions on futures contracts and options on futures contracts include other trading fees and are charged to expense when contracts are opened. |
| D. | United States Government Securities |
| United States government securities are stated at cost plus accrued interest, which approximates fair value based on quoted market prices. Any change in value of these securities is reported as interest income in the statements of operations. |
| F-8 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 1. | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| E. | Income Taxes |
| The Partnership prepares and files calendar year U.S. and applicable state information tax returns and reports to the partners their allocable shares of the Partnership’s income, expenses and trading gains or losses. No provision for income taxes has been made in these financial statements as each partner is individually responsible for reporting income or loss based on its respective share of the Partnership’s income and expenses as reported for income tax purposes. The 2011 through 2014 tax years generally remain subject to examination by U.S. federal and most state tax authorities. |
| The Partnership applies the provisions of Codification Topic 740, Income Taxes, which prescribe the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. This accounting standard requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense. The General Partner has concluded there is no tax expense or interest expense related to uncertainties in income tax positions for the years ended December 31, 2014 and 2013. |
| F. | Foreign Currency Transactions |
| The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statements of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently. |
| G. | Capital Accounts |
| The Partnership offers three Series of Interests. The Series A Interests are available to all qualified investors, subject to applicable conditions and restrictions. Series A Interests pay a management fee and Selling Agent Administrative and Service Fee (Service Fee) and are subject to the General Partner Profit Share allocation. The Series B Interests are available for sale to the General Partner and its principals. Series B Interests are not charged a management fee and Service Fee and are not subject to the General Partner Profit Share allocation. The Series C Interests are available to eligible investors that are not solicited by Selling Agents, subject to applicable conditions and restrictions. The Series C Interests have the same rights and obligations as Series A Interests, except Series C Interests are not subject to the Service Fee and are charged a monthly Management Fee as described in Note 2. |
| F-9 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 1. | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| G. | Capital Accounts (continued) |
| The Partnership accounts for subscriptions, allocations and redemptions on a per partner capital account basis. Income or loss, prior to the Management Fee, Service Fee and General Partner Profit Share allocation, is allocated pro rata to the capital accounts of all partners. Each Limited Partner is then charged their applicable Management Fee and Service Fee. The General Partner Profit Share allocation applicable to each Limited Partner is then allocated to the General Partner’s capital account from the Limited Partner’s capital account at the end of each calendar year or upon redemption by a Limited Partner. |
| H. | Redemptions |
| Limited Partners may require the Partnership to redeem some or all of their capital upon ten days prior written notice. The ten days prior written notice may be waived at the discretion of the General Partner. Partner redemptions are recorded on their effective date, which is generally the last day of the month. |
| I. | Recently Issued Accounting Pronouncement |
| In June 2013, the FASB issued Accounting Standards Update No. 2013-08 (ASU 2013-08), entitled Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements. ASU 2013-08 changes the approach to assessing whether an entity is an investment company, clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company. In addition, ASU 2013-08 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 in fiscal years beginning after December 15, 2013. |
| The Partnership’s adoption of ASU 2013-08 had no material impact on the Partnership’s financial statements. |
| Note 2. | GENERAL PARTNER |
| Effective September 25, 2013, AIS Capital Management, L.P. became the General Partner and commodity trading advisor of the Partnership, which conducts and manages the business and trading activities of the Partnership. AIS Futures Management LLC, the former General Partner, merged with and into AIS Capital Management, L.P. |
| On August 31, 2013, AIS Futures Management LLC withdrew its entire interest in the Partnership. In lieu of distributing cash proceeds, capital subscriptions were made, effective August 31, 2013, to the accounts of certain Series B limited partners who are principals of the General Partner. This full withdrawal by AIS Futures Management LLC did not affect its role as the General Partner of the Partnership, as set forth in the Limited Partnership Agreement. |
| F-10 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 2. | GENERAL PARTNER (CONTINUED) |
The Limited Partnership Agreement provides for the General Partner to receive a monthly Management Fee equal to 1/12 of 2% (2% annually) of each Series A Limited Partner’s month-end Net Assets, as defined and 1/12 of 2.7% (2.7% annually) of each Series C Limited Partner’s month-end Net Assets, as defined. The General Partner also receives a Profit Share allocation equal to 20% of any New Trading Profit, as defined, attributable to each Series A and C Limited Partner’s Interest achieved as of each calendar year-end or upon redemption. During the years ended December 31, 2014 and 2013, the Management Fees charged to Series A and Series C Limited Partners were $659,869 and $4,979, and $1,096,782 and $3,351, respectively.
| During 2014 and 2013, certain Series A Limited Partners were charged Management Fees at a rate lower than described above, to offset the effect of the additional 1.5% per annum Selling Agent Administrative and Service Fee described in Note 3. Accordingly, for the years ended December 31, 2014 and 2013, Management Fees were reduced by approximately $3,200 and $16,100, respectively. |
| Note 3. | SELLING AGENT ADMINISTRATIVE AND SERVICE FEES |
| Certain Series A Limited Partners that were solicited by Selling Agents are charged a Service Fee equal to 1/12 of 2.5% (2.5% annually) of each Series A Limited Partner’s month-end Net Assets, as defined, sold by them which remain outstanding as of each month-end. The Selling Agents may pass on a portion of the Service Fee to its investment executives. The Service Fee is accrued and expensed as incurred. |
| In the event the Service Fee is no longer payable to a Selling Agent, the relevant Series A Limited Partner who was solicited by such Selling Agent will no longer be charged the Service Fee and such Series A Interests may be transferred to Series C Interests. During the years ended December 31, 2014 and 2013, there were $121,395 and $186,349, respectively, in transfers to Series C Interests from Series A Interests which occurred in relation to Series A Limited Partners that were no longer subject to a Service Fee. For the years ended December 31, 2014 and 2013, certain Series A Limited Partners were not subject to the Service Fee. |
| For investment executives associated with the sale of Series A Limited Partnership Interests in excess of $500,000, the investment executive’s firm will receive an additional 1.5% per annum Service Fee with respect to such Series A Limited Partnership Interests in excess of $500,000, for the first twelve months following the sale of such Series A Limited Partnership Interests. The additional Service Fee is paid by the Partnership, however, the General Partner reduces its Management Fee (see Note 2.) related to the Series A Limited Partner’s Interest. Accordingly, this additional Service Fee does not affect the total fees charged to the Series A Limited Partner. |
| Note 4. | SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS |
| Investments in the Partnership are made by subscription agreement, subject to acceptance by the General Partner. A selling commission of up to 2% of the subscription amount may be deducted from the subscription proceeds and paid to the applicable Selling Agent, if any. For the years ended December 31, 2014 and 2013, there were no selling commissions charged to Series A Limited Partners. Series A Limited Partner subscriptions, as presented in the statements of changes in partners’ capital (net asset value), are net of such selling commissions, if any. |
| F-11 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 4. | SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS (CONTINUED) |
| The Partnership is not required to make distributions, but may do so at the sole discretion of the General Partner. A Limited Partner may request and receive partial or full redemption of their capital account as of the close of business on the last business day of any month, subject to restrictions in the Limited Partnership Agreement. |
| Note 5. | DEPOSITS WITH FUTURES BROKERS |
| The Partnership deposits funds with Newedge USA, LLC, Jefferies LLC and ADM Investor Services, Inc. subject to Commodity Futures Trading Commission regulations and various exchange and futures broker requirements. Margin requirements are satisfied by the deposit of U.S. government securities and cash with such futures brokers. Accordingly, assets used to meet margin and other futures broker or regulatory requirements are partially restricted. The Partnership earns interest income on credit balances and pays interest on debit balances with the futures brokers. |
| Note 6. | DEPOSITS WITH SECURITIES BROKER |
| The Partnership deposits cash and U.S. government securities with Wells Fargo Advisors, LLC, subject to Securities and Exchange Commission regulations and securities broker requirements. Margin requirements are satisfied by the deposit of cash and securities with such securities broker. Accordingly, assets used to meet margin and other securities broker or regulatory requirements are partially restricted. The Partnership earns interest on credit balances and pays interest on debit balances with the securities broker. The fair value of the Partnership’s U.S. Treasury Bills held at the securities broker totaled $15,999,450 and $31,994,040 at December 31, 2014 and 2013, respectively. The fair value of the Partnership’s cash held at the securities broker totaled $1,759,117 and $0 at December 31, 2014 and 2013, respectively. |
| Note 7. | FAIR VALUE |
| Fair value, as defined in the Fair Value Measurement Topic of the Codification, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy, as set forth in the Fair Value Measurement Topic of the Codification, prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: quoted market prices in active markets for identical assets or liabilities (Level 1); inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly (Level 2); and unobservable inputs for an asset or liability (Level 3). If the inputs used to measure a financial instrument fall within different levels of the fair value hierarchy, the categorization is based on the lowest level input that is significant to the measurement of that financial instrument. The Partnership recognizes transfers between fair value hierarchy levels, if any, at the beginning of the reporting period. There were no transfers between levels during the years ended December 31, 2014 and 2013. |
| For U.S. government securities, which are categorized as Level 2 fair value measurements at December 31, 2014 and 2013, fair value is determined as cost plus accrued interest, which represents an income approach to fair value measurement. |
| F-12 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 7. | FAIR VALUE (CONTINUED) |
| The following tables summarize the Partnership’s assets and liabilities accounted for at fair value at December 31, 2014 and 2013 using the fair value hierarchy. Fair value is presented on a gross basis even though certain assets and liabilities qualify for net presentation in the statements of financial condition. |
| December 31, 2014 | ||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| Futures contracts | ||||||||||||||||
| Stock Index | $ | 22,875 | $ | 0 | $ | 0 | $ | 22,875 | ||||||||
| U.S. Treasury bills | 0 | 17,499,415 | 0 | 17,499,415 | ||||||||||||
| Total assets | $ | 22,875 | $ | 17,499,415 | $ | 0 | $ | 17,522,290 | ||||||||
| Liabilities | ||||||||||||||||
| Futures contracts | ||||||||||||||||
| Metals | $ | (102,725 | ) | $ | 0 | $ | 0 | $ | (102,725 | ) | ||||||
| December 31, 2013 | ||||||||||||||||
| Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| Futures contracts | ||||||||||||||||
| Agricultural | $ | 150,603 | $ | 0 | $ | 0 | $ | 150,603 | ||||||||
| Energy | 63,435 | 0 | 0 | 63,435 | ||||||||||||
| Interest Rates | 490,611 | 0 | 0 | 490,611 | ||||||||||||
| Metals | 212,254 | 0 | 0 | 212,254 | ||||||||||||
| Total futures contracts | 916,903 | 0 | 0 | 916,903 | ||||||||||||
| U.S. Treasury bills | 0 | 40,493,221 | 0 | 40,493,221 | ||||||||||||
| Total assets | $ | 916,903 | $ | 40,493,221 | $ | 0 | $ | 41,410,124 | ||||||||
| Liabilities | ||||||||||||||||
| Futures contracts | ||||||||||||||||
| Agricultural | $ | (206,693 | ) | $ | 0 | $ | 0 | $ | (206,693 | ) | ||||||
| Currencies | (331,125 | ) | 0 | 0 | (331,125 | ) | ||||||||||
| Energy | (162,954 | ) | 0 | 0 | (162,954 | ) | ||||||||||
| Metals | (807,863 | ) | 0 | 0 | (807,863 | ) | ||||||||||
| Total liabilities | $ | (1,508,635 | ) | $ | 0 | $ | 0 | $ | (1,508,635 | ) | ||||||
| F-13 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 8. | DERIVATIVES |
| The Partnership engages in the speculative trading of futures contracts and options on futures contracts (collectively, derivatives) for the purpose of achieving capital appreciation. None of the Partnership’s derivative instruments are designated as hedging instruments, as defined in the Derivatives and Hedging Topic of the Codification, nor are they used for other risk management purposes. The General Partner actively assesses, manages and monitors risk exposure on derivatives on a contract basis, a sector basis (e.g., agricultural, currencies, metals, etc.), and on an overall basis in accordance with established risk parameters. Due to the speculative nature of the Partnership’s derivative trading activity, the Partnership is subject to the risk of substantial losses from derivatives trading. |
| The Partnership’s derivatives held at December 31, 2014 and 2013 are subject to netting agreements with the Partnership’s futures brokers which permit the Partnership to set off recognized assets and liabilities if certain conditions exist. The following tables present gross amounts of assets and liabilities which are offset in the statements of financial condition. |
| Offsetting of Derivative Assets and Liabilities | ||||||||||||
| at December 31, 2014 | ||||||||||||
| Gross Amounts | Net Amounts | |||||||||||
| Offset in the | Presented in the | |||||||||||
| Gross Amounts of | Statement of | Statement of | ||||||||||
| Recognized Assets | Financial Condition | Financial Condition | ||||||||||
| Assets | ||||||||||||
| Futures contracts(1) | ||||||||||||
| Jefferies LLC | $ | 22,875 | $ | (22,875 | ) | $ | - | |||||
| Total assets | $ | 22,875 | $ | (22,875 | ) | $ | - | |||||
| Gross Amounts | Net Amounts | |||||||||||
| Offset in the | Presented in the | |||||||||||
| Gross Amounts of | Statement of | Statement of | ||||||||||
| Recognized Liabilities | Financial Condition | Financial Condition | ||||||||||
| Liabilities | ||||||||||||
| Futures contracts(1) | ||||||||||||
| Jefferies LLC | $ | (102,725 | ) | $ | 22,875 | $ | (79,850 | ) | ||||
| Total liabilities | $ | (102,725 | ) | $ | 22,875 | $ | (79,850 | ) | ||||
_________________
| (1) | See Note 7. for the fair value of each type of contract within this category. |
| F-14 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 8. | DERIVATIVES (CONTINUED) |
| Offsetting of Derivative Assets and Liabilities | ||||||||||||
| at December 31, 2013 | ||||||||||||
| Gross Amounts | Net Amounts | |||||||||||
| Offset in the | Presented in the | |||||||||||
| Gross Amounts of | Statement of | Statement of | ||||||||||
| Recognized Assets | Financial Condition | Financial Condition | ||||||||||
| Assets | ||||||||||||
| Futures contracts(1) | ||||||||||||
| Newedge USA, LLC | $ | 766,300 | $ | (766,300 | ) | $ | 0 | |||||
| ADM Investor Services, Inc. | 150,603 | (150,603 | ) | 0 | ||||||||
| Total assets | $ | 916,903 | $ | (916,903 | ) | $ | 0 | |||||
| Gross Amounts | Net Amounts | |||||||||||
| Offset in the | Presented in the | |||||||||||
| Gross Amounts of | Statement of | Statement of | ||||||||||
| Recognized Liabilities | Financial Condition | Financial Condition | ||||||||||
| Liabilities | ||||||||||||
| Futures contracts(1) | ||||||||||||
| Newedge USA, LLC | $ | (1,301,942 | ) | $ | 766,300 | $ | (535,642 | ) | ||||
| ADM Investor Services, Inc. | (206,693 | ) | 150,603 | (56,090 | ) | |||||||
| Total liabilities | $ | (1,508,635 | ) | $ | 916,903 | $ | (591,732 | ) | ||||
| Within the statements of financial condition, the fair value of futures contracts is included in unrealized (loss) on open futures contracts, net. The cash and other property (for example, U.S. Treasury bills) held by each counterparty at December 31, 2014 and 2013 exceeds the net derivatives liability at such counterparty. |
| The following presents the Partnership’s derivative trading results and information related to the volume of the Partnership’s derivative activity for the years ended December 31, 2014 and 2013. The below captions of “Realized” and “Change in Unrealized” correspond to the captions in the statements of operations. |
_________________
| (1) | See Note 7. for the fair value of each type of contract within this category. |
| F-15 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 8. | DERIVATIVES (CONTINUED) |
| Year Ended December 31, 2014 | Year Ended December 31, 2013 | |||||||||||||||||||||||
| Trading Gains (Losses) | Trading Gains (Losses) | |||||||||||||||||||||||
| Change in | Number of | Change in | Number of | |||||||||||||||||||||
| Futures Contracts | Realized | Unrealized | Contracts Closed | Realized | Unrealized | Contracts Closed | ||||||||||||||||||
| Agricultural | $ | (1,810,153 | ) | 56,090 | 2,368 | $ | (5,233,458 | ) | $ | 1,778,737 | 4,005 | |||||||||||||
| Currencies | (1,110,467 | ) | 331,125 | 1,256 | 248,118 | (802,720 | ) | 1,795 | ||||||||||||||||
| Energy | (2,483,463 | ) | 99,519 | 2,929 | 3,398,159 | (797,354 | ) | 4,312 | ||||||||||||||||
| Interest rates | (1,457,128 | ) | (490,611 | ) | 490 | (288,348 | ) | 490,611 | 581 | |||||||||||||||
| Metals | (1,475,292 | ) | 492,884 | 1,340 | (12,192,340 | ) | 1,935,243 | 1,633 | ||||||||||||||||
| Stock index | (3,451,393 | ) | 22,875 | 1,492 | (3,862,661 | ) | 0 | 1,793 | ||||||||||||||||
| Total futures contracts | (11,787,896 | ) | 511,882 | (17,930,530 | ) | 2,604,517 | ||||||||||||||||||
| Options on Futures Contracts | ||||||||||||||||||||||||
| Interest rates | 38,391 | 0 | 27 | 0 | 0 | 0 | ||||||||||||||||||
| Metals | (8,510 | ) | 0 | 23 | 0 | 0 | 0 | |||||||||||||||||
| Stock index | 0 | 0 | 0 | (99,000 | ) | 0 | 220 | |||||||||||||||||
| Total options on futures | ||||||||||||||||||||||||
| contracts | 29,881 | 0 | (99,000 | ) | 0 | |||||||||||||||||||
| Total | $ | (11,758,015 | ) | $ | 511,882 | $ | (18,029,530 | ) | $ | 2,604,517 | ||||||||||||||
The number of contracts closed represents the number of contracts closed during the years ended December 31, 2014 and 2013 in the applicable category.
| Note 9. | MARKET AND CREDIT RISKS |
| The Partnership engages in the speculative trading of futures contracts and options on futures contracts. The Partnership is exposed to both market risk, the risk arising from changes in the fair value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract. |
| Purchase and sale of futures and options on futures contracts requires margin deposits with the futures brokers. Additional deposits may be necessary for any loss on contract fair value. The Commodity Exchange Act requires a futures broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury bills) deposited with a futures broker are considered commingled with all other customer funds subject to the futures broker’s segregation requirements. In the event of a futures broker’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited. The net fair value of the Partnership’s assets deposited with Jefferies LLC, Newedge USA, LLC and ADM Investor Services, Inc. is $1,866,575, $0, and $5,000, respectively, at December 31, 2014, and $0, $8,210,562 and $3,537,365, respectively, at December 31, 2013. |
| F-16 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 9. | MARKET AND CREDIT RISKS (CONTINUED) |
| For futures contracts and options on futures contracts, risks arise from changes in the fair value of the contracts. Theoretically, the Partnership is exposed to a market risk equal to the notional contract value of futures contracts purchased and unlimited liability on such contracts sold short. As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability, and purchased options expose the Partnership to a risk of loss limited to the premiums paid. |
| The Partnership has a substantial portion of its assets on deposit with the securities broker in connection with its trading of U.S. government securities and its cash management activities. In the event of the securities broker’s insolvency, recovery of Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits. |
| In addition to the cash at the securities broker, the Partnership maintains its cash in bank deposit accounts at Wells Fargo Bank, N.A. and affiliates. Such accounts may, at times, exceed federally insured limits. In the event of a financial institution’s insolvency, recovery of cash on deposit may be limited to account insurance or other protection afforded such deposits. |
| The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Limited Partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received. |
| Note 10. | INDEMNIFICATIONS |
| In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote. |
| F-17 |
AIS FUTURES FUND IV L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
| Note 11. | FINANCIAL HIGHLIGHTS |
| The following information presents the financial highlights for Series A and C Limited Partners of the Partnership for the years ended December 31, 2014 and 2013. This information has been derived from information presented in the financial statements. |
| 2014 | 2013 | |||||||||||||||
| Series A | Series C | Series A | Series C | |||||||||||||
| Total return for Limited Partners | ||||||||||||||||
| Total return before General Partner Profit Share allocation | (37.72 | )% | (36.68 | )% | (27.47 | )% | (26.25 | )% | ||||||||
| General Partner Profit Share allocation(1) | 0.00 | % | 0.00 | % | 0.08 | % | 0.09 | % | ||||||||
| Total return after General Partner Profit Share allocation | (37.72 | )% | (36.68 | )% | (27.39 | )% | (26.16 | )% | ||||||||
| Supplemental Data for Limited Partners | ||||||||||||||||
| Ratios to average net asset value:(2) | ||||||||||||||||
| Expenses, excluding General Partner Profit Share allocation | 4.69 | % | 3.11 | % | 4.54 | % | 2.93 | % | ||||||||
| General Partner Profit Share allocation | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||
| Total expenses | 4.69 | % | 3.11 | % | 4.54 | % | 2.93 | % | ||||||||
| Net investment (loss)(3) | (4.65 | )% | (3.06 | )% | (4.47 | )% | (2.86 | )% | ||||||||
| The total returns and ratios are presented for Series A and C Limited Partners taken as a whole. An individual Limited Partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of their subscriptions and redemptions and different fee arrangements for certain Limited Partners. |
| The total returns and ratios exclude the effects of any 2% upfront selling commissions charged by Selling Agents. |
| (1) | The positive effect on the 2013 total return by the General Partner Profit Share allocation is due to a significant reversal of the allocation during the 2013 year. |
| (2) | The ratios of expenses and net investment (loss) to average net asset value do not include brokerage commissions. |
| (3) | The net investment (loss) is comprised of interest income less total expenses, excluding brokerage commissions and the General Partner Profit Share allocation. |
| F-18 |