Attached files
file | filename |
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10-K - FORM 10-K - Millburn Multi-Markets Fund L.P. | v434208_10k.htm |
EX-31.2 - EXHIBIT 31.2 - Millburn Multi-Markets Fund L.P. | v434208_ex31-2.htm |
EX-31.1 - EXHIBIT 31.1 - Millburn Multi-Markets Fund L.P. | v434208_ex31-1.htm |
EX-32.1 - EXHIBIT 32.1 - Millburn Multi-Markets Fund L.P. | v434208_ex32-1.htm |
EX-31.3 - EXHIBIT 31.3 - Millburn Multi-Markets Fund L.P. | v434208_ex31-3.htm |
EX-32.3 - EXHIBIT 32.3 - Millburn Multi-Markets Fund L.P. | v434208_ex32-3.htm |
EX-32.2 - EXHIBIT 32.2 - Millburn Multi-Markets Fund L.P. | v434208_ex32-2.htm |
Exhibit 13.1
Millburn Multi-Markets Fund L.P.
(A Delaware Limited Partnership)
Financial Statements for the Years Ended December 31, 2015 and 2014, and Report of Independent Registered Public Accounting Firm
MILLBURN MULTI-MARKETS FUND L.P.
TABLE OF CONTENTS
Page(s) | |
THIS ANNUAL REPORT IS COMPRISED OF SECTION I CONTAINING THE FINANCIAL STATEMENTS OF MILLBURN MULTI-MARKETS FUND L.P. FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 AND SECTION II, CONTAINING THE FINANCIAL STATEMENTS OF MILLBURN MULTI-MARKETS TRADING L.P. FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014. | |
SECTION I | |
AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 |
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014: | |
Statements of Financial Condition | 2 |
Statements of Operations | 3 |
Statements of Changes in Partners’ Capital | 4 |
Statements of Financial Highlights | 5–6 |
Notes to Financial Statements | 7–10 |
SECTION II — FINANCIAL STATEMENTS OF MILLBURN MULTI-MARKETS TRADING L.P. |
AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION
In compliance with the Commodity Futures Trading Commission’s regulations, I hereby affirm that to the best of my knowledge and belief, the information contained in the Statements of Financial Condition of Millburn Multi-Markets Fund L.P. as of December 31, 2015 and 2014, including the related Statements of Operations, Changes in Partners’ Capital and Financial Highlights for each of the two years in the period ended December 31, 2015, are complete and accurate.
Gregg Buckbinder, President
Millburn Ridgefield Corporation
General Partner of Millburn Multi-Markets Fund L.P.
Deloitte & Touche LLP | |
30 Rockefeller Plaza | |
New York, NY 10112-0015
USA | |
Tel: +1 212 492 4000 | |
Fax: +1 212 489 1687 | |
www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Millburn Multi-Markets Fund L.P.:
We have audited the accompanying statements of financial condition of Millburn Multi-Markets Fund L.P. (the “Partnership”), as of December 31, 2015 and 2014, and the related statements of operations, changes in partners’ capital and financial highlights for each of the two years in the period ended December 31, 2015. These financial statements and financial highlights are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights 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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Millburn Multi-Markets Fund L.P. as of December 31, 2015 and 2014, the results of its operations, changes in its partners’ capital and the financial highlights for each of the two years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
March 25, 2016
Member
of Deloitte Touche Tohmatsu Limited |
- 1 - |
MILLBURN MULTI-MARKETS FUND L.P. |
STATEMENTS OF FINANCIAL CONDITION |
AS OF DECEMBER 31, 2015 AND 2014 |
2015 | 2014 | |||||||
ASSETS | ||||||||
Investment in Millburn Multi-Markets | ||||||||
Trading L.P. (the “Master Fund”) | $ | 122,195,202 | $ | 118,612,452 | ||||
Due from the Master Fund | 1,304,389 | 838,054 | ||||||
Cash | 52,684 | 746,100 | ||||||
Total assets | $ | 123,552,275 | $ | 120,196,606 | ||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
LIABILITIES: | ||||||||
Capital contributions received in advance | $ | 50,000 | $ | 743,209 | ||||
Capital withdrawal payable to Limited Partners | 1,004,389 | 838,054 | ||||||
Capital withdrawal payable to General Partner | 300,000 | - | ||||||
Due to the Master Fund | 2,654 | 2,863 | ||||||
Total liabilities | 1,357,043 | 1,584,126 | ||||||
PARTNERS’ CAPITAL: | ||||||||
General Partner | 3,041,602 | 3,073,797 | ||||||
Limited partners: | ||||||||
Series A (106,145.4501 and 107,745.6394 units outstanding) | 108,146,251 | 105,099,830 | ||||||
Series B (7,449.1566 and 7,011.0183 units outstanding) | 8,380,703 | 7,468,031 | ||||||
Series C (2,297.6071 and 2,751.2975 units outstanding) | 2,626,676 | 2,970,822 | ||||||
Total limited partners | 119,153,630 | 115,538,683 | ||||||
Total partners’ capital | 122,195,232 | 118,612,480 | ||||||
TOTAL | $ | 123,552,275 | $ | 120,196,606 | ||||
NET ASSET VALUE PER UNIT OUTSTANDING: | ||||||||
Series A | $ | 1,018.85 | $ | 975.44 | ||||
Series B | $ | 1,125.05 | $ | 1,065.18 | ||||
Series C | $ | 1,143.22 | $ | 1,079.79 |
See notes to financial statements within this report and the report of Millburn Multi-Markets Trading L.P. attached in Section II.
- 2 - |
MILLBURN MULTI-MARKETS FUND L.P. |
STATEMENTS OF OPERATIONS |
YEARS ENDED DECEMBER 31, 2015 AND 2014 |
2015 | 2014 | |||||||
NET INVESTMENT LOSS | ||||||||
Income — interest income (allocated from the Master Fund) | $ | 258,158 | $ | 134,440 | ||||
Expenses: | ||||||||
Management fees (see note 4) | 2,406,417 | 2,344,823 | ||||||
Brokerage commissions (allocated from the Master Fund) | 300,410 | 460,073 | ||||||
Selling commissions and platform fees (see note 4) | 2,196,227 | 2,124,522 | ||||||
Administrative fee and operating expenses (see note 5) | 706,957 | 657,424 | ||||||
Custody fees and other expenses (allocated from the Master Fund) | 22,150 | 28,159 | ||||||
Total expenses | 5,632,161 | 5,615,001 | ||||||
Operating expenses borne by General Partner (see note 5) | (94,023 | ) | (42,717 | ) | ||||
Net expenses | 5,538,138 | 5,572,284 | ||||||
Net investment loss | (5,279,980 | ) | (5,437,844 | ) | ||||
REALIZED AND UNREALIZED GAINS (LOSSES) | ||||||||
ALLOCATED FROM THE MASTER FUND | ||||||||
Net realized gains (losses) on closed positions: | ||||||||
Futures and forward currency contracts | 9,706,981 | 23,211,774 | ||||||
Foreign exchange translation | (323,932 | ) | 27,516 | |||||
Net change in unrealized: | ||||||||
Futures and forward currency contracts | 1,546,774 | (1,302,718 | ) | |||||
Foreign exchange translation | 67,450 | (122,549 | ) | |||||
Net gains (losses) from U.S. Treasury notes: | ||||||||
Realized | - | 7,041 | ||||||
Net change in unrealized | (102,624 | ) | (18,154 | ) | ||||
Net realized and unrealized gains allocated from the Master Fund | 10,894,649 | 21,802,910 | ||||||
NET INCOME | 5,614,669 | 16,365,066 | ||||||
LESS PROFIT SHARE ALLOCATION FROM THE MASTER FUND | 71,934 | - | ||||||
NET INCOME AFTER PROFIT SHARE | $ | 5,542,735 | $ | 16,365,066 |
See notes to financial statements within this report and the report of Millburn Multi-Markets Trading L.P. attached in Section II.
- 3 - |
MILLBURN MULTI-MARKETS FUND L.P. | |
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL | |
YEARS ENDED DECEMBER 31, 2015 AND 2014 |
Limited Partners | ||||||||||||||||||||||||||||||||
General | ||||||||||||||||||||||||||||||||
Partner | Series A | Series B | Series C | Total | ||||||||||||||||||||||||||||
Amount | Amount | Units | Amount | Units | Amount | Units | Amount | |||||||||||||||||||||||||
PARTNERS’ CAPITAL — January 1, 2014 | $ | 2,572,915 | $ | 116,781,042 | 137,419.5284 | $ | 10,758,367 | 11,797.5645 | $ | 4,112,988 | 4,460.4110 | $ | 134,225,312 | |||||||||||||||||||
Capital contributions | - | 4,421,175 | 4,729.3870 | 235,000 | 223.6920 | - | - | 4,656,175 | ||||||||||||||||||||||||
Capital withdrawals | - | (30,239,318 | ) | (34,403.2760 | ) | (4,733,876 | ) | (5,010.2382 | ) | (1,660,879 | ) | (1,709.1135 | ) | (36,634,073 | ) | |||||||||||||||||
Net income | 500,882 | 14,136,931 | - | 1,208,540 | - | 518,713 | - | 16,365,066 | ||||||||||||||||||||||||
PARTNERS’ CAPITAL — December 31, 2014 | 3,073,797 | 105,099,830 | 107,745.6394 | 7,468,031 | 7,011.0183 | 2,970,822 | 2,751.2975 | 118,612,480 | ||||||||||||||||||||||||
Capital contributions | - | 9,818,216 | 9,854.2002 | 971,192 | 892.1194 | 50,000 | 45.7731 | 10,839,408 | ||||||||||||||||||||||||
Capital withdrawals | (300,000 | ) | (11,439,987 | ) | (11,454.3895 | ) | (495,767 | ) | (453.9811 | ) | (563,637 | ) | (499.4635 | ) | (12,799,391 | ) | ||||||||||||||||
Net income | 267,805 | 4,668,192 | - | 490,449 | - | 188,223 | - | 5,614,669 | ||||||||||||||||||||||||
Profit share | - | - | - | (53,202 | ) | - | (18,732 | ) | - | (71,934 | ) | |||||||||||||||||||||
PARTNERS’ CAPITAL — December 31, 2015 | $ | 3,041,602 | $ | 108,146,251 | 106,145.4501 | $ | 8,380,703 | 7,449.1566 | $ | 2,626,676 | 2,297.6071 | $ | 122,195,232 | |||||||||||||||||||
NET ASSET VALUE PER UNIT — December 31, 2014 | $ | 975.44 | $ | 1,065.18 | $ | 1,079.79 | ||||||||||||||||||||||||||
NET ASSET VALUE PER UNIT — December 31, 2015 | $ | 1,018.85 | $ | 1,125.05 | $ | 1,143.22 |
See notes to financial statements within this report and the report of Millburn Multi-Markets Trading L.P. attached in Section II.
- 4 - |
MILLBURN MULTI-MARKETS FUND L.P. |
STATEMENT OF FINANCIAL HIGHLIGHTS |
YEAR ENDED DECEMBER 31, 2015 |
The following information presents per unit operating performance data for each series for the year ended December 31, 2015.
Per Unit Performance | ||||||||||||
(For a Unit Outstanding Throughout the Year) | Series A | Series B | Series C | |||||||||
NET ASSET VALUE PER UNIT — Beginning of year | $ | 975.44 | $ | 1,065.18 | $ | 1,079.79 | ||||||
GAIN (LOSS) ALLOCATED FROM THE MASTER FUND: | ||||||||||||
Net investment loss (1) | (45.32 | ) | (30.70 | ) | (28.41 | ) | ||||||
Total trading and investing gains (1) | 88.73 | 97.67 | 98.94 | |||||||||
Net income before profit share allocation from the Master Fund | 43.41 | 66.97 | 70.53 | |||||||||
Less profit share allocation from the Master Fund (1) (4) | - | 7.10 | 7.10 | |||||||||
Net income after profit share allocation from the Master Fund | 43.41 | 59.87 | 63.43 | |||||||||
NET ASSET VALUE PER UNIT — End of year | $ | 1,018.85 | $ | 1,125.05 | $ | 1,143.22 | ||||||
TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM THE MASTER FUND | 4.45 | % | 6.27 | % | 6.52 | % | ||||||
LESS: PROFIT SHARE ALLOCATION FROM THE MASTER FUND (4) | - | 0.65 | 0.65 | |||||||||
TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM THE MASTER FUND | 4.45 | % | 5.62 | % | 5.87 | % | ||||||
RATIOS TO AVERAGE NET ASSET VALUE: | ||||||||||||
Expenses (2) | 4.77 | % | 3.02 | % | 2.77 | % | ||||||
Profit share allocation from Master Fund (4) | - | 0.65 | 0.65 | |||||||||
Total expenses | 4.77 | % | 3.67 | % | 3.42 | % | ||||||
Net investment loss (2) (3) | (4.56 | )% | (2.81 | )% | (2.56 | )% |
(1) | The net investment loss per unit and profit share allocation from the Master Fund per unit is calculated by dividing the net investment loss and profit share allocation from the Master Fund by the average number of units outstanding during the year. Total trading and investing losses is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. |
(2) | Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund. |
(3) | Excludes profit share allocation from the Master Fund and includes interest income. |
(4) | Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity. |
See notes to financial statements within this report and the report of Millburn Multi-Markets Trading L.P. attached in Section II.
- 5 - |
MILLBURN MULTI-MARKETS FUND L.P. | |
STATEMENT OF FINANCIAL HIGHLIGHTS | |
YEAR ENDED DECEMBER 31, 2014 |
The following information presents per unit operating performance data for each series for the year ended December 31, 2014.
Per Unit Performance | ||||||||||||
(For a Unit Outstanding Throughout the Year) | Series A | Series B | Series C | |||||||||
NET ASSET VALUE PER UNIT — Beginning of year | $ | 849.81 | $ | 911.91 | $ | 922.11 | ||||||
GAIN (LOSS) ALLOCATED FROM THE MASTER FUND: | ||||||||||||
Net investment loss (1) | (44.15 | ) | (30.30 | ) | (28.18 | ) | ||||||
Total trading and investing losses (1) | 169.78 | 183.57 | 185.86 | |||||||||
Net income before profit share allocation from the Master Fund | 125.63 | 153.27 | 157.68 | |||||||||
Less profit share allocation from the Master Fund (1) (4) | - | - | - | |||||||||
Net income after profit share allocation from the Master Fund | 125.63 | 153.27 | 157.68 | |||||||||
NET ASSET VALUE PER UNIT — End of year | $ | 975.44 | $ | 1,065.18 | $ | 1,079.79 | ||||||
TOTAL RETURN BEFORE PROFIT SHARE ALLOCATION FROM THE MASTER FUND | 14.78 | % | 16.81 | % | 17.10 | % | ||||||
LESS: PROFIT SHARE ALLOCATION FROM THE MASTER FUND (4) | - | - | - | |||||||||
TOTAL RETURN AFTER PROFIT SHARE ALLOCATION FROM THE MASTER FUND | 14.78 | % | 16.81 | % | 17.10 | % | ||||||
RATIOS TO AVERAGE NET ASSET VALUE: | ||||||||||||
Expenses (2) | 4.93 | % | 3.18 | % | 2.93 | % | ||||||
Profit share allocation from Master Fund (4) | - | - | - | |||||||||
Total expenses | 4.93 | % | 3.18 | % | 2.93 | % | ||||||
Net investment loss (2) (3) | (4.82 | )% | (3.07 | )% | (2.82 | )% |
(1) | The net investment loss per unit and profit share allocation from the Master Fund per unit is calculated by dividing the net investment loss and profit share allocation from the Master Fund by the average number of units outstanding during the year. Total trading and investing losses is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. |
(2) | Includes the Partnership’s proportionate share of income and expense allocated from the Master Fund. |
(3) | Excludes profit share allocation from the Master Fund and includes interest income. |
(4) | Profit share for Series B and C is calculated based on Series B and C aggregate trading profits and may be impacted by rebalancing due to monthly capital activity. |
See notes to financial statements within this report and the report of Millburn Multi-Markets Trading L.P. attached in Section II.
- 6 - |
MILLBURN MULTI-MARKETS FUND L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2015 AND 2014
1. | ORGANIZATION |
Millburn Multi-Markets Fund L.P. (the “Partnership”) is a limited partnership organized on September 8, 2008, under the Delaware Revised Uniform Limited Partnership Act and commenced operations on August 1, 2009. The Limited Partnership Agreement (the “Agreement”) was amended and restated as of August 27, 2010.
The Partnership is a “feeder-fund” and pools partners’ capital contributions for investment in Millburn Multi-Markets Trading L.P. (“Master Fund”). The Master Fund is a limited partnership organized during September 2004 under the Delaware Revised Uniform Limited Partnership Act and commenced operations on October 20, 2004. The Master Fund engages in the trading and investing in futures and forward currency contracts. Millburn Ridgefield Corporation (the “General Partner”) is the General Partner of the Partnership and the Master Fund (collectively, the “Funds”) and manages the business of the Funds. The financial statements of the Master Fund, including the Condensed Schedules of Investments, are included in Section II of this Annual report and should be read in conjunction with the Partnership’s financial statements.
The Partnership offers multiple series of Units, which differ in terms of fees charged at the Master Fund level. Initially, the Partnership offered Series A, Series B and Series C Units (collectively, the “Series”) but may offer additional series in the future.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation — The financial statements have been prepared in conformity with accounting principles generally accepted (“U.S. GAAP”) in the United States (“U.S.”) as detailed in the Financial Accounting Standards Board Accounting Standards Codification (“Codification”). Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.
Investment Company Status: The Partnership adopted Accounting Standard Update (“ASU”) 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and based on the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Topic 946 and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Operations and Changes in Partners’ Capital.
Investment — The investment in the Master Fund is reported at fair value in the Partnership’s Statements of Financial Condition. Fair value is the value determined by the Master Fund in accordance with the Master Fund’s valuation policies and reported at the time of the Partnership’s valuation by the General Partner of the Master Fund. Generally, the fair value of the Partnership’s investment in the Master Fund represents the amount that the Partnership could reasonably expect to receive from the Master Fund if the Partnership’s investment was redeemed at the time of valuation based on information available at the time the valuation was made and that the Partnership believes to be reliable. The Partnership records its proportionate share of each item of income, expense and net realized and unrealized losses from its investment in the Master Fund in the Statements of Operations. The accounting policies of the Master Fund including valuation policies are contained in the notes to the Master Fund’s financial statements included in Section II of this annual report.
- 7 - |
Income Taxes — Income taxes have not been provided as partners are individually liable for the taxes, if any, on their share of the Partnership’s income and expenses.
The Income Taxes topic of the Codification clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, 2012 to 2015, for the U.S. Federal jurisdiction, the New York and Connecticut State jurisdictions and the New York City jurisdiction, there are no uncertain tax positions through its investment in the Master Fund. The Partnership is treated as a limited partnership for federal and state income tax reporting purposes.
Cash — Cash is held in a non-interest-bearing account at First Republic Bank.
Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Actual results could differ from these estimates.
Fair Value of Financial Instruments — Disclosures under the Fair Value Measurement topic of the Codification relating to the Partnership’s underlying investments held within the Master Fund are included in the attached Master Fund’s financial statements.
3. | INVESTMENT IN MILLBURN MULTI-MARKETS TRADING L.P. |
During the years ended December 31, 2015 and 2014, the Partnership invested substantially all of its assets in Millburn Multi-Markets Trading L.P. At December 31, 2015 and 2014, the Partnership’s investment in the Master Fund represents 72.71% and 73.17%, respectively, of total partners’ capital of the Master Fund.
As the Partnership’s sole investing activity during the years ended December 31, 2015 and 2014 consisted of its investment in the Master Fund, all amounts reflected in the Statements of Operations represent the Partnership’s allocated amount of each item of income and expense from the Master Fund.
The Partnership may make additional contributions to or redemptions from its investment in the Master Fund on a monthly basis subject to approval of the General Partner of the Master Fund.
The General Partner of the Master Fund may have different management fee and profit share allocation agreements for the partners of the Partnership as disclosed in the Master Fund’s financial statements included in Section II of this annual report.
4. | MANAGEMENT FEES, SELLING COMMISSIONS, PLATFORM FEES AND PROFIT SHARE |
Each Series of Units are allocated management fees at a fixed rate of 0.167% per month of net asset value (2% per annum) of a limited partner’s interest and a 20% profit share. Such management fees and profit share are allocated to the limited partners of the Partnership but charged at the Master Fund level. For the years ended December 31, 2015 and 2014, the Partnership incurred Partnership-level management fees of $2,406,417 and $2,344,823, respectively. These amounts are included in the Statements of Operations under “Management fees.” The management fee and profit share are described in more detail in the Master Fund’s financial statements included in Section II of this annual report.
- 8 - |
The terms of the Series issued by the Partnership are: 1) Series A Units which, in addition to the management fees and profit share allocable to the General Partner, are subject to selling commissions payable to Selling Agents equal to 1/12 of 2% (2% per annum) based on the month-end Net Asset Value of such Series investment; 2) Series B Units which, in addition to the management fees and profit share allocable to the General Partner, are subject to a platform fee of 1/12 of 0.25% (0.25% per annum) based on the month end net asset value of such Series investment and are for those investors participating in asset-based or fixed fee registered investment adviser (“RIA”) platforms; and 3) Series C Units which are subject to the management fees and profit share allocable to the General Partner and are for those investors participating in asset-based or fixed fee RIA platforms not subject to the Platform Fee. For the years ended December 31, 2015 and 2014, Selling Commissions and Platform Fees were as follows:
Selling Commissions | ||||||||||||||||||||||||
Selling Commissions | Platform Fees | and Platform Fees | ||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
Series A Units | $ | 2,175,891 | $ | 2,103,773 | $ | - | $ | - | $ | 2,175,891 | $ | 2,103,773 | ||||||||||||
Series B Units | - | - | 20,336 | 20,749 | 20,336 | 20,749 | ||||||||||||||||||
$ | 2,175,891 | $ | 2,103,773 | $ | 20,336 | $ | 20,749 | $ | 2,196,227 | $ | 2,124,522 |
Amounts were charged at the Master Fund level and allocated to applicable Partnership investors only. No amounts were allocated to Series C Units.
5. | OPERATING EXPENSES AND ADMINISTRATION FEE |
Operating expenses of the Partnership include, but are not limited to, legal fees, accounting fees and filing fees. Total operating expenses of the Partnership (including its pro-rata share of Master Fund expenses) are not expected to exceed 1/2 of 1% per annum of the Partnership’s average month-end net asset value. For the years ended December 31, 2015 and 2014, the Partnership incurred Partnership-level administrative and operating expenses of $311,120 and $365,540, respectively. These amounts are included in the Statements of Operations under “Administrative fee and operating expenses.” For the years ended December 31, 2015 and 2014, the General Partner waived Partnership-level operating expenses of $94,023 and $42,717, respectively.
The General Partner of the Master Fund is paid a monthly administration fee as disclosed in the Master Fund’s financial statements included in Section II of this annual report.
The General Partner has paid expenses incurred in connection with the organization of the Partnership and the initial offering of the Units. The total amount paid by the General Partner was $191,967. The Master Fund, on behalf of the Partnership, reimbursed the General Partner for these costs in 60 equal monthly installments of $3,199 which began on August 1, 2009. However, to the extent that for any month the $3,199 exceeded 1/12 of 0.05% of the Partnership’s month-end net asset value (a 0.05% annual rate), such excess was not to be reimbursed by the Partnership, but was to be absorbed by the General Partner. As of December 31, 2014, pursuant to this calculation, $30,987 were borne by the General Partner and were not reimbursed by the Partnership. For the year ended December 31, 2014, costs incurred were $22,396 and were included in “Administrative fee and operating expenses” in the Master Fund’s Statements of Operations. The final accrual period was July 31, 2014.
6. | DERIVATIVE INSTRUMENTS |
The Partnership’s investment in the Master Fund is subject to the market and credit risk of financial instruments which include exchange-traded futures contracts and over-the-counter forward currency contracts. The Partnership bears the risk of loss only to the extent of the fair value of its investment in the Master Fund.
- 9 - |
Millburn Ridgefield Corporation, as the General Partner of the Funds, 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 partners bear the risk of loss only to the extent of the fair value of their respective investments.
In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and related footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern within one year from the date the financial statements are issued. The guidance is effective for the Partnership on January 1, 2017 (early adoption permitted). The Partnership is currently evaluating the impact of this guidance on future financial statements.
7. | 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.
8. | ADMINISTRATOR AGREEMENT |
The Partnership and the Master Fund (collectively, the “Funds”) have engaged CACEIS (USA) Inc. to provide certain administrative services for the Funds including, but not limited to, maintaining the books and records of the Funds and valuation of the Funds’ Net Asset Value.
9. | FINANCIAL HIGHLIGHTS |
The computation of such ratios based on the amount of expenses and profit share allocation assessed to an individual partner’s capital account may vary from these ratios based on the timing of capital transactions. An individual partner’s returns may vary from these returns based on the timing of capital transactions.
10. | SUBSEQUENT EVENTS |
During the period from January 1, 2016 to March 25, 2016, contributions of $4,164,000 were made to the Partnership and withdrawals of $2,073,550 were made from the Partnership. The General Partner has performed its evaluation of subsequent events through March 25, 2016, the date the financial statements were issued. Based on such evaluation, no further events were discovered that required disclosure or adjustment to the financial statements.
******
- 10 - |
SECTION II
Millburn Multi-Markets Trading L.P.
(A Delaware Limited Partnership)
Financial Statements for the Years Ended December 31, 2015 and 2014, and Independent Auditors’ Report
MILLBURN MULTI-MARKETS TRADING L.P.
TABLE OF CONTENTS
Page(s) | |
AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION | |
INDEPENDENT AUDITORS’ REPORT | 1 |
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014: | |
Statements of Financial Condition | 2 |
Condensed Schedules of Investments | 3–6 |
Statements of Operations | 7 |
Statements of Changes in Partners’ Capital | 8 |
Statements of Financial Highlights | 9–10 |
Notes to Financial Statements | 11–30 |
AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION
In compliance with the Commodity Futures Trading Commission’s regulations, I hereby affirm that to the best of my knowledge and belief, the information contained in the Statements of Financial Condition of Millburn Multi-Markets Trading L.P., including the Condensed Schedules of Investments, as of December 31, 2015 and 2014, and the related Statements of Operations, Changes in Partners’ Capital and Financial Highlights for each of the two years in the period ended December 31, 2015, are complete and accurate.
Gregg Buckbinder, President
Millburn Ridgefield Corporation
General Partner of Millburn Multi-Markets Trading L.P.
Deloitte & Touche LLP | |
30 Rockefeller Plaza | |
New York, NY 10112-0015
USA | |
Tel: +1 212 492 4000 | |
Fax: +1 212 489 1687 | |
www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Millburn Multi-Markets Trading L.P.:
We have audited the accompanying statements of financial condition of Millburn Multi-Markets Trading L.P. (the “Partnership”), including the condensed schedules of investments, as of December 31, 2015 and 2014, and the related statements of operations, changes in partners’ capital and the financial highlights for each of the two years in the period ended December 31, 2015. These financial statements and financial highlights are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights 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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Millburn Multi-Markets Trading L.P. as of December 31, 2015 and 2014, the results of its operations, changes in its partners’ capital and the financial highlights for each of the two years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
March 25, 2016
Member
of Deloitte Touche Tohmatsu Limited |
- 1 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
STATEMENTS OF FINANCIAL CONDITION |
AS OF DECEMBER 31, 2015 AND 2014 |
2015 | 2014 | |||||||
ASSETS | ||||||||
EQUITY IN TRADING ACCOUNTS: | ||||||||
Investments in U.S. Treasury notes — at fair value (amortized cost $30,540,808 and $19,091,112) | $ | 30,521,416 | $ | 19,093,847 | ||||
Net unrealized appreciation on open futures and forward currency contracts | 4,044,127 | 2,196,537 | ||||||
Due from brokers | 6,174,878 | 4,026,058 | ||||||
Cash denominated in foreign currencies (cost $4,266,766 and $1,775,062) | 4,195,504 | 1,616,642 | ||||||
Total equity in trading accounts | 44,935,925 | 26,933,084 | ||||||
INVESTMENTS IN U.S. TREASURY NOTES — at fair value (amortized cost $118,488,573 and $119,856,983) | 118,372,238 | 119,858,882 | ||||||
CASH AND CASH EQUIVALENTS | 6,904,511 | 18,207,276 | ||||||
ACCRUED INTEREST RECEIVABLE | 244,041 | 121,954 | ||||||
DUE FROM MILLBURN MULTI-MARKETS LTD. | 1,770 | 1,846 | ||||||
DUE FROM MILLBURN MULTI-MARKETS FUND L.P. | 2,654 | 2,863 | ||||||
TOTAL | $ | 170,461,139 | $ | 165,125,905 | ||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
LIABILITIES: | ||||||||
Net unrealized depreciation on open futures and forward currency contracts | $ | 322,688 | $ | 560,581 | ||||
Cash denominated in foreign currencies (cost $0 and $81,699) | - | 86,428 | ||||||
Capital withdrawal payable to Limited Partners | 1,409,085 | 1,238,954 | ||||||
Capital withdrawal payable to General Partner | 142,581 | 500,925 | ||||||
Management fee payable | 221,009 | 214,360 | ||||||
Selling commissions payable | 184,527 | 179,026 | ||||||
Accrued expenses | 116,361 | 220,060 | ||||||
Commissions and other trading fees on open futures contracts | 17,673 | 14,490 | ||||||
Total liabilities | 2,413,924 | 3,014,824 | ||||||
PARTNERS’ CAPITAL | 168,047,215 | 162,111,081 | ||||||
TOTAL | $ | 170,461,139 | $ | 165,125,905 |
See notes to financial statements
- 2 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
CONDENSED SCHEDULE OF INVESTMENTS |
AS OF DECEMBER 31, 2015 |
Net Unrealized | ||||||||
Appreciation | ||||||||
(Depreciation) | Net Unrealized | |||||||
as a % of | Appreciation | |||||||
FUTURES AND FORWARD CURRENCY CONTRACTS | Partners’ Capital | (Depreciation) | ||||||
FUTURES CONTRACTS | ||||||||
Long futures contracts: | ||||||||
Energies | (0.02 | )% | $ | (28,090 | ) | |||
Interest rates | (0.15 | ) | (246,519 | ) | ||||
Metals | 0.22 | 362,631 | ||||||
Softs | 0.04 | 61,106 | ||||||
Stock indices | 0.29 | 486,949 | ||||||
Total long futures contracts | 0.38 | 636,077 | ||||||
Short futures contracts: | ||||||||
Energies | 0.75 | 1,268,803 | ||||||
Grains | 0.28 | 478,333 | ||||||
Interest rates | (0.00 | ) | (925 | ) | ||||
Livestock | (0.06 | ) | (104,550 | ) | ||||
Metals | 0.07 | 119,525 | ||||||
Softs | (0.06 | ) | (109,099 | ) | ||||
Stock indices | 0.04 | 67,778 | ||||||
Total short futures contracts | 1.02 | 1,719,865 | ||||||
TOTAL INVESTMENTS IN FUTURES CONTRACTS — Net | 1.40 | 2,355,942 | ||||||
FORWARD CURRENCY CONTRACTS | ||||||||
Total long forward currency contracts | (0.52 | ) | (867,640 | ) | ||||
Total short forward currency contracts | 1.33 | 2,233,137 | ||||||
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS — Net | 0.81 | 1,365,497 | ||||||
TOTAL | 2.21 | % | $ | 3,721,439 |
(Continued)
- 3 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
CONDENSED SCHEDULE OF INVESTMENTS |
AS OF DECEMBER 31, 2015 |
U.S. TREASURY NOTES |
Face Amount | Description | Fair Value as a % of Partners' Capital | Fair Value | |||||||||
$ | 41,750,000 | U.S. Treasury notes, 0.375%, 04/30/2016 | 24.84 | % | $ | 41,746,738 | ||||||
32,240,000 | U.S. Treasury notes, 0.250%, 05/15/2016 | 19.17 | 32,221,739 | |||||||||
43,140,000 | U.S. Treasury notes, 0.625%, 07/15/2016 | 25.68 | 43,151,796 | |||||||||
31,730,000 | U.S. Treasury notes, 0.875%, 09/15/2016 | 18.91 | 31,773,381 | |||||||||
Total investments in U.S. Treasury notes (amortized cost $149,029,381) | 88.60 | % | $ | 148,893,654 |
See notes to financial statements. | (Concluded) |
- 4 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
CONDENSED SCHEDULE OF INVESTMENTS |
AS OF DECEMBER 31, 2014 |
Net Unrealized | ||||||||
Appreciation | ||||||||
(Depreciation) | Net Unrealized | |||||||
as a % of | Appreciation | |||||||
FUTURES AND FORWARD CURRENCY CONTRACTS | Partners’ Capital | (Depreciation) | ||||||
FUTURES CONTRACTS | ||||||||
Long futures contracts: | ||||||||
Grains | (0.10 | )% | $ | (161,378 | ) | |||
Interest rates: | ||||||||
5 Year U.S. Treasury Note (504 contracts, settlement date March 2015) | 0.01 | 12,359 | ||||||
30 Year U.S. Treasury Bond (40 contracts, settlement date March 2015) | 0.03 | 51,094 | ||||||
Other interest rates | 0.46 | 742,377 | ||||||
Total interest rates | 0.50 | 805,830 | ||||||
Livestock | (0.01 | ) | (14,690 | ) | ||||
Metals | (0.70 | ) | (1,129,554 | ) | ||||
Softs | 0.02 | 32,956 | ||||||
Stock indices | 0.41 | 656,236 | ||||||
Total long futures contracts | 0.12 | 189,400 | ||||||
Short futures contracts: | ||||||||
Energies | 0.31 | 500,398 | ||||||
Grains | 0.00 | 678 | ||||||
Interest rates | (0.10 | ) | (160,599 | ) | ||||
Livestock | 0.10 | 167,720 | ||||||
Metals | 0.49 | 796,529 | ||||||
Softs | 0.29 | 460,177 | ||||||
Stock indices | 0.06 | 101,126 | ||||||
Total short futures contracts | 1.15 | 1,866,029 | ||||||
TOTAL INVESTMENTS IN FUTURES CONTRACTS — Net | 1.27 | 2,055,429 | ||||||
FORWARD CURRENCY CONTRACTS | ||||||||
Total long forward currency contracts | (0.69 | ) | (1,117,993 | ) | ||||
Total short forward currency contracts | 0.43 | 698,520 | ||||||
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS — Net | (0.26 | ) | (419,473 | ) | ||||
TOTAL | 1.01 | % | $ | 1,635,956 |
(Continued)
- 5 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
CONDENSED SCHEDULE OF INVESTMENTS |
AS OF DECEMBER 31, 2014 |
U.S. TREASURY NOTES |
Face Amount | Description | Fair Value as a % of Partners' Capital | Fair Value | |||||||||
$ | 41,750,000 | U.S. Treasury notes, 0.375%, 03/15/2015 | 25.77 | % | $ | 41,780,171 | ||||||
27,240,000 | U.S. Treasury notes, 0.250%, 05/15/2015 | 16.81 | 27,260,217 | |||||||||
43,140,000 | U.S. Treasury notes, 0.250%, 07/15/2015 | 26.63 | 43,170,333 | |||||||||
26,730,000 | U.S. Treasury notes, 0.250%, 09/15/2015 | 16.50 | 26,742,008 | |||||||||
Total investments in U.S. Treasury notes (amortized cost $138,948,095) | 85.71 | % | $ | 138,952,729 |
See notes to financial statements. | (Concluded) |
- 6 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
STATEMENTS OF OPERATIONS |
YEARS ENDED DECEMBER 31, 2015 AND 2014 |
2015 | 2014 | |||||||
INVESTMENT INCOME — Interest income | $ | 352,450 | $ | 219,069 | ||||
EXPENSES: | ||||||||
Brokerage commissions | 409,775 | 750,088 | ||||||
Management fees | 2,646,789 | 2,947,702 | ||||||
Selling commissions and platform fees | 2,210,705 | 2,140,468 | ||||||
Administrative fee and operating expenses | 874,155 | 962,330 | ||||||
Custody fees and other expenses | 30,234 | 45,322 | ||||||
Total expenses | 6,171,658 | 6,845,910 | ||||||
Operating expenses borne by General Partner | (151,294 | ) | (123,162 | ) | ||||
Net expenses | 6,020,364 | 6,722,748 | ||||||
NET INVESTMENT LOSS | (5,667,914 | ) | (6,503,679 | ) | ||||
REALIZED AND UNREALIZED GAINS (LOSSES): | ||||||||
Net realized gains (losses) on closed positions: | ||||||||
Futures and forward currency contracts | 13,299,609 | 39,486,646 | ||||||
Foreign exchange translation | (441,611 | ) | 36,034 | |||||
Net change in unrealized: | ||||||||
Futures and forward currency contracts | 2,085,483 | (3,686,107 | ) | |||||
Foreign exchange translation | 91,887 | (164,561 | ) | |||||
Net gains (losses) from U.S. Treasury notes: | ||||||||
Realized | - | 12,739 | ||||||
Net change in unrealized | (140,361 | ) | (25,066 | ) | ||||
Total net realized and unrealized gains | 14,895,007 | 35,659,685 | ||||||
NET INCOME | 9,227,093 | 29,156,006 | ||||||
LESS PROFIT SHARE TO GENERAL PARTNER | 142,549 | 463,212 | ||||||
NET INCOME AFTER PROFIT SHARE TO GENERAL PARTNER | $ | 9,084,544 | $ | 28,692,794 |
See notes to financial statements
- 7 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL |
YEARS ENDED DECEMBER 31, 2015 AND 2014 |
New Profit | ||||||||||||||||
Limited | Memo | General | ||||||||||||||
Partners | Account | Partner | Total | |||||||||||||
PARTNERS’ CAPITAL — January 1, 2014 | $ | 223,671,126 | $ | - | $ | 1,404,989 | $ | 225,076,115 | ||||||||
Contributions | 8,701,175 | - | - | 8,701,175 | ||||||||||||
Withdrawals | (99,521,289 | ) | - | (1,300,926 | ) | (100,822,215 | ) | |||||||||
Net income | 28,862,443 | 37,714 | 255,849 | 29,156,006 | ||||||||||||
General Partner’s allocation — profit share | (463,212 | ) | 463,212 | - | - | |||||||||||
Transfer of New Profit Memo | ||||||||||||||||
Account to General Partner | - | (500,926 | ) | 500,926 | - | |||||||||||
PARTNERS’ CAPITAL — December 31, 2014 | 161,250,243 | - | 860,838 | 162,111,081 | ||||||||||||
Contributions | 10,839,408 | - | - | 10,839,408 | ||||||||||||
Withdrawals | (13,987,786 | ) | - | (142,581 | ) | (14,130,367 | ) | |||||||||
Net income | 9,149,693 | 32 | 77,368 | 9,227,093 | ||||||||||||
General Partner’s allocation — profit share | (142,549 | ) | 142,549 | - | - | |||||||||||
Transfer of New Profit Memo Account to General Partner | - | (142,581 | ) | 142,581 | - | |||||||||||
PARTNERS’ CAPITAL — December 31, 2015 | $ | 167,109,009 | $ | - | $ | 938,206 | $ | 168,047,215 |
See notes to financial statements
- 8 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
STATEMENTS OF FINANCIAL HIGHLIGHTS |
YEARS ENDED DECEMBER 31, 2015 AND 2014 |
The following information presents financial highlights of a Limited Partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and an annual profit share of 20% of Trading Profits (as defined in the Limited Partnership Agreement).
2015 | 2014 | |||||||
Total return before General Partner profit share allocation | 6.82 | % | 17.43 | % | ||||
Less: General Partner profit share allocation | 0.56 | - | ||||||
Total return after General Partner profit share allocation | 6.26 | % | 17.43 | % | ||||
Ratios to average net asset value: | ||||||||
Expenses (1) (2) | 2.52 | % | 2.63 | % | ||||
General Partner profit share allocation | 0.56 | - | ||||||
Total expenses (1) (2) | 3.08 | % | 2.63 | % | ||||
Net investment loss (1) (2) (3) | (2.31 | )% | (2.52 | )% |
Total returns and the ratios to average net asset value are calculated for a Limited Partner. An individual Limited Partner’s total returns and ratios may vary from the above total returns and ratios based on different management fee and General Partner profit share allocation agreements and the timing of contributions and withdrawals. |
(1) Includes the proportionate share of expenses of the U.S. Feeder, Cayman Feeder and Cayman SPC Feeder (as defined in Footnote 1). |
(2) Ratios are computed net of involuntary waivers of operating expenses borne by the General Partner of the Partnership. For each of the years ended December 31, 2015 and 2014, the ratios are net of the 0.10% and 0.06% effect of the involuntary waivers of operating expenses, respectively. |
(3) Excludes General Partner profit share allocation and includes interest income. |
See notes to financial statements
- 9 - |
MILLBURN MULTI-MARKETS TRADING L.P. |
STATEMENTS OF FINANCIAL HIGHLIGHTS |
YEARS ENDED DECEMBER 31, 2015 AND 2014 |
The following information presents financial highlights of Limited Partners as a whole.
2015 | 2014 | |||||||
Total return before General Partner profit share allocation | 5.67 | % | 16.42 | % | ||||
Less: General Partner profit share allocation | 0.09 | 0.24 | ||||||
Total return after General Partner profit share allocation | 5.58 | % | 16.18 | % | ||||
Ratios to average net asset value: | ||||||||
Expenses (1) (2) | 3.59 | % | 3.49 | % | ||||
General Partner profit share allocation | 0.09 | 0.24 | ||||||
Total expenses (1) (2) | 3.68 | % | 3.73 | % | ||||
Net investment loss (1) (2) (3) | (3.38 | )% | (3.38 | )% |
Total returns and the ratios to average net asset value are calculated for Limited Partners’ capital taken as a whole. An individual Limited Partner’s total returns and ratios may vary from the above total returns and ratios based on different management fee and General Partner profit share allocation agreement and the timing of contributions and withdrawals.
(1) Includes the proportionate share of expenses of the U.S. Feeder, Cayman Feeder and Cayman SPC Feeder (as defined in Footnote 1).
(2) Ratios are computed net of involuntary waivers of operating expenses borne by the General Partner of the Partnership. For each of the two years ended December 31, 2015 and 2014, the ratios are net of the 0.10% and 0.06% effect of the involuntary waivers of operating expenses, respectively.
(3) Excludes General Partner profit share allocation and includes interest income.
See notes to financial statements
- 10 - |
MILLBURN MULTI-MARKETS TRADING L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2015 AND 2014
1. | ORGANIZATION |
Millburn Multi-Markets Trading L.P. (the “Partnership”) is a limited partnership organized in September 2004 under the Delaware Revised Uniform Limited Partnership Act and commenced operations on October 20, 2004. The Partnership engages in the speculative trading of futures and forward currency contracts and also acts as a master fund for Millburn Multi-Markets Ltd., a Cayman Islands exempted company (the “Cayman Feeder”), Millburn Multi-Markets Fund L.P., a Delaware limited partnership (the “U.S. Feeder”) and until its liquidation on September 30, 2014, Millburn Multi-Markets Low Vol SPC, a Cayman Islands Segregated Portfolio Company (the “Cayman SPC Feeder”). The U.S. Feeder and Cayman Feeder invest substantially all of their assets in the Partnership and the Cayman SPC Feeder, prior to its liquidation, invested approximately two-thirds of its assets in the Partnership. The Cayman Feeder, U.S. Feeder and Cayman SPC Feeder commenced operations on July 1, 2008, August 1, 2009 and November 1, 2012, respectively. All feeder fees and expenses will be charged at the master level. 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. On September 30, 2014, the Cayman SPC Feeder fully redeemed 100% of its partnership interest in the Master Fund.
The Limited Partnership Agreement (the “Agreement”) provides that subject to certain limitations, Millburn Ridgefield Corporation (the “General Partner”) shall conduct and manage the business of the Partnership. The General Partner has the right to make all investment decisions regarding the Partnership, authorize the payments of distributions to partners, enter into customer agreements with brokers and take such other actions, as it deems necessary or desirable, to manage the business of the Partnership.
The limited partners, special limited partners, New Profit Memo Account (Note 4) and the General Partner share in the profits and losses of the Partnership which are determined before management fees, selling commissions (Note 2) and profit share allocations on the basis of their proportionate interests of Partnership capital (Note 4). The General Partner and special limited partners are charged none or lower management fees than limited partners in accordance with the Agreement. No limited partner or special limited partner shall be liable for Partnership obligations in excess of their capital contribution plus profits allocated to their capital accounts, if any.
Subject to certain conditions, a partner has the right to redeem all or a portion of its partnership capital as of any month-end upon fifteen days’ prior written notice to the General Partner. In its sole discretion, the General Partner may permit redemptions on shorter notice or as of a date other than month-end. Redemptions will be made as of the last day of the month for an amount equal to the Net Asset Value of the portion of a partner’s capital being redeemed. A redeeming partner shall receive such redeemed capital less the redemption fee, if any.
The General Partner, subject to Commodity Futures Trading Commission requirements, may, at its discretion, sell additional limited partnership interests to investors desiring to become limited partners.
- 11 - |
The Partnership will dissolve in the event of certain conditions set forth in the Agreement.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation — The financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”). Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.
Investment Company Status: The Partnership adopted Accounting Standard Update (“ASU”) 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and based on the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Topic 946 and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Operations and Changes in Partners’ Capital.
Investments — The Partnership records its transactions in futures, forward currency contracts and U.S. Treasury notes including related income and expenses on a trade-date basis. The Partnership bears all trade-related commission and clearing charges due to third party brokers.
Open futures contracts are valued at quoted market values. Open forward currency contracts are valued at fair value which is based on pricing models that consider the time value of money and the current market and contractual prices of the underlying financial instruments. Brokerage commissions on open futures contracts are expensed when the contracts are opened. Realized gains (losses) and changes in unrealized appreciation (depreciation) on futures and forward currency contracts are recognized in the periods in which the contracts are closed or the changes in the value of open contracts occur and are included in net realized and unrealized gains (losses) in the Statements of Operations.
Investments in U.S. Treasury notes are valued at fair value based on the midpoint of bid/ask quotations reported daily at 3pm EST by Bloomberg. The Partnership amortizes premiums and accretes discounts on U.S. Treasury notes. Such securities are normally on deposit with financial institutions (see Note 7) as collateral for performance of the Partnership’s trading obligations with respect to derivative contracts or held for safekeeping in a custody account at HSBC Bank USA, N.A.
Cash and Cash Equivalents — Cash includes cash held at First Republic Bank.
Foreign Currency Cash — Includes foreign currency cash held at the Partnership’s trading counterparties. Foreign cash deficits, if applicable, are presented in the liabilities section of the Statements of Financial Condition.
Foreign Currency Translation — Assets and liabilities denominated in foreign currencies are translated to U.S. Dollars at prevailing exchange rates of such currencies. Purchases and sales of investments are translated to U.S. Dollars at the exchange rate prevailing when such transactions occurred.
Management Fees — The Agreement provides that the Partnership shall charge the limited partners’ capital accounts and pay the General Partner management fees at a fixed rate of 0.167% per month of net asset value (2% per annum) of limited partnership interests. The General Partner retains the right to charge less than the annual management fee rate except as specified in the Agreement. Management fees for the years ended December 31, 2015 and 2014 were as follows:
- 12 - |
2015 | 2014 | |||||||
US Feeder | $ | 2,406,417 | $ | 2,344,823 | ||||
Cayman Feeder | 184,492 | 177,682 | ||||||
SPC Cayman Feeder (1) | - | 367,859 | ||||||
Other (2) | 55,880 | 57,338 | ||||||
Total | $ | 2,646,789 | $ | 2,947,702 |
(1) For the period from January 1, 2014 through September 30, 2014.
(2) Direct investors in the Partnership
Selling Commissions — The U.S. Feeder has issued Units to its investors that are subject to selling commissions of 2% per annum or platform fees of 0.25% per annum. These selling commissions and platform fees are charged at the Partnership level but are allocated only to the applicable U.S. Feeder investors. On March 1, 2012, the Cayman Feeder began offering shares that are subject to selling commissions of 2% per annum. The Cayman SPC was not charged selling commissions or platform fees. Selling commissions and platform fees for the years ended December 31, 2015 and 2014 were as follows:
Total Selling Commissions | ||||||||||||||||||||||||
Selling Commissions | Platform Fees | and Platform Fees | ||||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
U.S. Feeder | $ | 2,175,892 | $ | 2,103,773 | $ | 20,335 | $ | 20,749 | $ | 2,196,227 | $ | 2,124,522 | ||||||||||||
Cayman Feeder | 14,478 | 15,946 | - | - | 14,478 | 15,946 | ||||||||||||||||||
Total | $ | 2,190,370 | $ | 2,119,719 | $ | 20,335 | $ | 20,749 | $ | 2,210,705 | $ | 2,140,468 |
Administrative and Operating Expenses — The General Partner of the Partnership is paid a monthly administration fee for certain accounting, tax, legal and operational services it provides to the Partnership (the “Administration Fee”) calculated at 0.05% of month-end partners’ capital prior to reduction for capital withdrawals, management fees and the Administrative Fee then being calculated.
The Partnership bears expenses including, but not limited to, periodic legal, accounting and filing fees up to an amount equal to 1/4 of 1% per annum of average Partners’ Capital of the Partnership (the “Expense Cap”). Amounts subject to the Expense Cap include expenses incurred at the Partnership level, Cayman Feeder level and Cayman SPC Feeder Level, and the Administration Fee due to the General Partner. The General Partner of the Partnership and the Investment Adviser of the Cayman Feeder and Cayman SPC Feeder bear any excess over such amounts. The Partnership, the U.S. Feeder, the Cayman Feeder and the Cayman SPC Feeder will pay any extraordinary expenses. The Investment Adviser of the Cayman Feeder directly paid operating expenses in excess of 1/4 of 1% of average shareholders’ equity for the years ended December 31, 2015 and 2014. The Investment Adviser of the Cayman SPC did not pay expenses in excess of 1/4 of 1% of average stockholders’ equity for the period ended September 30, 2014.
- 13 - |
The U.S. Feeder bears its own expenses including, but not limited to, periodic legal, accounting and filing fees. Total operating expenses related to investors in the U.S. Feeder (including their pro-rata share of Partnership expenses) are not expected to exceed 1/2 of 1% per annum of the U.S. Feeder’s average month-end partners’ capital. For the years ended December 31, 2015, and 2014, such operating expenses did not exceed 1/2 of 1% per annum of the U.S. Feeder’s average month-end partners’ capital.
Administrative and operating expenses related to the Partnership are charged pro-rata to all investors. Operating expenses related to the U.S. Feeder, Cayman Feeder and Cayman SPC Feeder are charged at the Partnership level and allocated only to those respective investors.
For the year ended December 31, 2015, operating expenses and the administration fee were as follows:
Operating | Administration | |||||||||||
Fund | Expenses | Fee | Total | |||||||||
Partnership | $ | 326,956 | $ | 84,298 | $ | 411,254 | ||||||
U.S. Feeder | 405,142 | - | 405,142 | |||||||||
Cayman Feeder | 57,759 | - | 57,759 | |||||||||
Total | $ | 789,857 | $ | 84,298 | $ | 874,155 | ||||||
Borne by General Partner or Investment Adviser * | $ | (151,294 | ) | $ | - | $ | (151,294 | ) |
For the year ended December 31, 2014, operating expenses and the administration fee were as follows:
Operating | Administration | |||||||||||
Fund | Expenses | Fee | Total | |||||||||
Partnership | $ | 333,749 | $ | 90,704 | $ | 424,453 | ||||||
U.S. Feeder | 388,707 | - | 388,707 | |||||||||
Cayman Feeder | 58,314 | - | 58,314 | |||||||||
Cayman SPC Feeder (1) | 90,856 | - | 90,856 | |||||||||
Total | $ | 871,626 | $ | 90,704 | $ | 962,330 | ||||||
Borne by General Partner or Investment Adviser * | $ | (123,162 | ) | $ | - | $ | (123,162 | ) |
* by General Partner (in the case of the Partnership
and U.S. Feeder) or Investment Adviser (Cayman
Feeder and Cayman SPC Feeder)
(1) For the period from January 1, 2014, through September 30, 2014.
The General Partner has paid expenses incurred in connection with the organization of the U.S. Feeder. The total amount paid by the General Partner was $191,967. The Partnership, on behalf of the U.S. Feeder, reimbursed the General Partner for these costs in 60 equal monthly installments of $3,199 which began on August 1, 2009. However, to the extent that for any month the $3,199 exceeded 1/12 of 0.05% of the U.S. Feeder’s month-end net asset value (a 0.05% annual rate), such excess was not to be reimbursed by the Partnership, but was to be absorbed by the General Partner. For the period August 1, 2009 through December 31, 2014, pursuant to this calculation, $30,987 were borne by the General Partner and were not reimbursed by the Partnership. For the year ended December 31, 2014, costs incurred were $22,396 and were included in “Administrative Fee and operating expenses” in the Partnership’s Statements of Operations. The final accrual period was July 31, 2014.
- 14 - |
Income Taxes — The Partnership is treated as a limited partnership for federal and state income tax reporting purposes. Accordingly, the Partnership prepares calendar year U.S. federal and applicable state 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 the accompanying financial statements as the partners are responsible for the payment of taxes.
The Income Taxes topic of the Codification clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, 2012 to 2015, the General Partner has determined that no reserves for uncertain tax positions were required.
Estimates — The preparation of financial statements in conformity with U.S. GAAP requires the General Partner to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Actual results could differ from these estimates.
Right of Offset — The customer agreements between the Partnership and its brokers give the Partnership the legal right to net unrealized gains and losses with each broker. Unrealized gains and losses related to offsetting transactions with these brokers are reflected on a net basis in the equity in trading accounts in the Statements of Financial Condition.
Fair Value of Financial Instruments — The fair value of the Partnership’s assets and liabilities which qualify as financial instruments under the Fair Value Measurements and Disclosures topic of the Codification approximates the carrying amounts presented in the Statements of Financial Condition. The topic defines fair value, establishes a framework for measurement of fair value and expands disclosures about fair value measurements. The three levels of the fair value hierarchy are described below:
Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;
Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
In determining fair value, the Partnership separates its investments into two categories: cash instruments and derivative contracts.
Cash Instruments — The Partnership’s cash instruments are generally classified within Level 1 of the fair value hierarchy because they are typically valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets include U.S. government obligations. The General Partner of the Partnership does not adjust the quoted price for such instruments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
- 15 - |
Derivative Contracts — Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded futures contracts are valued based on quoted closing settlement prices and typically fall within Level 1 of the fair value hierarchy.
OTC derivatives or forward currency contracts are valued based on pricing models that consider the current market prices plus the time value of money (“forward points”) and contractual prices of the underlying financial instruments. The forward points from the quotation service providers are generally in periods of one month, two months, three months and six months forward while the contractual forward delivery dates for the foreign forward currency contracts traded by the Partnership may be in between these periods. The General Partner’s policy is to calculate the forward points for each contract being valued by determining the number of days from the date the forward currency contract is being valued to its maturity date and then using straight-line interpolation to calculate the valuation of forward points for the applicable forward currency contract. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.
During the years ended December 31, 2015 and 2014, there were no transfers of assets or liabilities between Level 1 and Level 2. The following table represents the Partnership’s investments by hierarchical level as of December 31, 2015 and 2014 in valuing the Partnership’s investments at fair value. At December 31, 2015 and 2014, the Partnership held no assets or liabilities classified in Level 3.
- 16 - |
Financial assets at fair value as of December 31, 2015
Level 1 | Level 2 | Total | ||||||||||
U.S. Treasury notes (1) | $ | 148,893,654 | $ | - | $ | 148,893,654 | ||||||
Exchange-traded futures contracts | ||||||||||||
Energies | 1,240,713 | - | 1,240,713 | |||||||||
Grains | 478,333 | - | 478,333 | |||||||||
Interest rates | (247,444 | ) | - | (247,444 | ) | |||||||
Livestock | (104,550 | ) | - | (104,550 | ) | |||||||
Metals | 482,156 | - | 482,156 | |||||||||
Softs | (47,993 | ) | - | (47,993 | ) | |||||||
Stock indices | 554,727 | - | 554,727 | |||||||||
Total exchange-traded futures contracts | 2,355,942 | - | 2,355,942 | |||||||||
Over-the-counter forward currency contracts | - | 1,365,497 | 1,365,497 | |||||||||
Total futures and forward currency contracts (2) | 2,355,942 | 1,365,497 | 3,721,439 | |||||||||
Total financial assets and liabilities at fair value | $ | 151,249,596 | $ | 1,365,497 | $ | 152,615,093 | ||||||
Per line item in Statements of Financial Condition | ||||||||||||
(1) | ||||||||||||
Investments in U.S. Treasury notes held in equity trading accounts as collateral | $ | 30,521,416 | ||||||||||
Investments in U.S. Treasury notes | 118,372,238 | |||||||||||
Total investments in U.S. Treasury notes | $ | 148,893,654 | ||||||||||
(2) | ||||||||||||
Net unrealized appreciation on open futures and forward currency contracts | $ | 4,044,127 | ||||||||||
Net unrealized depreciation on open futures and forward currency contracts | (322,688 | ) | ||||||||||
Total net unrealized appreciation on open futures and forward currency contracts | $ | 3,721,439 |
- 17 - |
Financial assets at fair value as of December 31, 2014
Level 1 | Level 2 | Total | ||||||||||
U.S. Treasury notes (1) | $ | 138,952,729 | $ | - | $ | 138,952,729 | ||||||
Exchange-traded futures contracts | ||||||||||||
Energies | 500,398 | - | 500,398 | |||||||||
Grains | (160,700 | ) | - | (160,700 | ) | |||||||
Interest rates | 645,231 | - | 645,231 | |||||||||
Livestock | 153,030 | - | 153,030 | |||||||||
Metals | (333,025 | ) | - | (333,025 | ) | |||||||
Softs | 493,133 | - | 493,133 | |||||||||
Stock indices | 757,362 | - | 757,362 | |||||||||
Total exchange-traded futures contracts | 2,055,429 | - | 2,055,429 | |||||||||
Over-the-counter forward currency contracts | - | (419,473 | ) | (419,473 | ) | |||||||
Total futures and forward currency contracts (2) | 2,055,429 | (419,473 | ) | 1,635,956 | ||||||||
Total financial assets and liabilities at fair value | $ | 141,008,158 | $ | (419,473 | ) | $ | 140,588,685 | |||||
Per line item in Statements of Financial Condition | ||||||||||||
(1) | ||||||||||||
Investments in U.S. Treasury notes held in equity trading accounts as collateral | $ | 19,093,847 | ||||||||||
Investments in U.S. Treasury notes | 119,858,882 | |||||||||||
Total investments in U.S. Treasury notes | $ | 138,952,729 | ||||||||||
(2) | ||||||||||||
Net unrealized appreciation on open futures and forward currency contracts | $ | 2,196,537 | ||||||||||
Net unrealized depreciation on open futures and forward currency contracts | (560,581 | ) | ||||||||||
Total net unrealized appreciation on open futures and forward currency contracts | $ | 1,635,956 |
3. | ADMINISTRATOR AGREEMENT |
The Partnership, U.S. Feeder, Cayman Feeder, and Cayman SPC Feeder (collectively, the “Funds”) have engaged CACEIS (USA) Inc. (the “Administrator”) to provide certain administrative services for the Funds, including, but not limited to, maintaining the books and records of the Funds and valuation of the Funds’ net asset value.
4. | PROFIT SHARE ALLOCATION |
The Agreement provides that the General Partner’s profit share equal to 20% of Trading Profits at the end of each year is charged to the limited partners’ capital accounts. New Trading Profits include realized and unrealized trading profits (losses), interest income, brokerage fees, trading-related expenses and administrative expenses. For limited partners’ withdrawals during the year, the profit share calculation shall be computed as though the withdrawal date was at year-end. Profit share attributable to interests redeemed during a year is tentatively credited to an account maintained for bookkeeping purposes called the New Profit Memo Account. Because limited partners may purchase their partnership interests at different times, they may recognize different amounts of Trading Profits. Each limited partner pays a profit share only on Trading Profits applicable to its partnership interest. Profit share will be determined based on the Trading Profits of each limited partners’ investment in the Partnership as a whole rather than on the Trading Profits of each capital contribution made by a limited partner.
- 18 - |
Any profit share charged is added to the General Partner’s capital account to the extent that net taxable capital gains are allocated to the General Partner and the remainder, if any, of such profit share is added to the New Profit Memo Account. The General Partner may not make any withdrawal from the balance in the New Profit Memo Account. If, at the end of a subsequent year, net taxable gains are allocated to the General Partner in excess of such year’s profit share, a corresponding amount is transferred from the New Profit Memo Account to the General Partner’s capital account.
Profit share allocation for the years ended December 31, 2015 and 2014 were as follows:
2015 | 2014 | |||||||
US Feeder | $ | 71,934 | $ | - | ||||
Cayman Feeder | 62,828 | 26,537 | ||||||
SPC Cayman Feeder (1) | - | 436,433 | ||||||
Other (2) | 7,787 | 242 | ||||||
Total | $ | 142,549 | $ | 463,212 |
(1) For the period from January 1, 2014 through September 30, 2014.
(2) Direct investors in the Partnership
5. | DUE FROM/TO BROKERS |
At December 31, 2015 and 2014, due from and due to brokers balances, if any, in the Statements of Financial Condition include net cash receivable from each broker and net cash payable to each broker, respectively.
6. | TRADING ACTIVITIES |
The Partnership conducts its futures trading with various futures commission merchants (“FCMs”) on futures exchanges and its forward currency trading with various banks or dealers (“Dealers”) in the interbank markets. Substantially all assets included in the Partnership’s equity in trading accounts and certain liability accounts, as discussed below, were held as collateral by such FCMs in either U.S. regulated segregated accounts (for futures contracts traded on U.S. exchanges) or non-U.S. secured accounts (for futures contracts traded on non-U.S. exchanges) as required by U.S. Commodity Futures Trading Commission’s regulations, or held as collateral by the counterparty Dealers.
Liabilities in the Statements of Financial Condition that are components of “Total equity in trading accounts” include net unrealized depreciation on open futures and forward currency contracts, cash denominated in foreign currencies and due to brokers, if any.
- 19 - |
The Partnership enters into contracts with various institutions that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
7. | DERIVATIVE INSTRUMENTS |
The Partnership is party to derivative financial instruments in the normal course of its business. These financial instruments include futures and forward currency contracts which may be traded on an exchange or OTC.
The Partnership records its derivative activities on a mark-to-market basis as described in Note 2. For OTC contracts, the Partnership enters into master netting agreements with its counterparties. Therefore, assets represent the Partnership’s unrealized gains, less unrealized losses for OTC contracts in which the Partnership has a master netting agreement. Similarly, liabilities represent net amounts owed to counterparties on OTC contracts.
Futures contracts are agreements to buy or sell an underlying asset or index for a set price in the future. Initial margin deposits are made upon entering into futures contracts and can be either in cash or treasury securities. Open futures contracts are revalued on a daily basis to reflect the market value of the contracts at the end of each trading day. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed. The Partnership bears the market risk that arises from changes in the value of these financial instruments.
Forward currency contracts entered into by the Partnership represent a firm commitment to buy or sell an underlying currency at a specified value and point in time based upon an agreed or contracted quantity. The ultimate gain or loss is equal to the difference between the value of the contract at the onset and the value of the contract at settlement date.
Each of these financial instruments is subject to various risks similar to those related to the underlying financial instruments including market risk, credit risk, concentration risk and sovereign risk.
Market risk is the potential change in the value of the instruments traded by the Partnership due to market changes including interest and foreign exchange rate movements and fluctuations in futures or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The financial instruments traded by the Partnership contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward currency contracts and the Partnership’s satisfaction of its obligations related to such market value changes may exceed the amount recognized in the Statements of Financial Condition.
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk is normally reduced to the extent that an exchange or clearing organization acts as counterparty to futures transactions since typically the collective credit of the members of the exchange is pledged to support the financial integrity of the exchange. In the case of OTC transactions, the Partnership must rely solely on the credit of the individual counterparties. The contract amounts of the forward currency and futures contracts do not represent the Partnership’s risk of loss due to counterparty nonperformance. The Partnership’s exposure to credit risk associated with counterparty nonperformance of these forward currency contracts is limited to the unrealized gains inherent in such contracts which are recognized in the Statements of Financial Condition plus the value of margin or collateral held in cash and U.S. Treasury Notes by the counterparty. The amount of such credit risk was $18,848,878 and $9,145,400 at December 31, 2015 and 2014, respectively.
- 20 - |
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 General Partner’s market risk control procedures include diversification of the Partnership’s portfolio and continuously monitoring the portfolio’s open positions, historical volatility and maximum historical loss. The General Partner seeks to minimize credit risk primarily by depositing and maintaining the Partnership’s assets at financial institutions and brokers which the General Partner believes to be creditworthy. The Partnership’s trading activities are primarily with brokers and other financial institutions located in North America, Europe and Asia. All futures transactions of the Partnership are cleared by major securities firms, pursuant to customer agreements, including Deutsche Bank Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG), J.P. Morgan Securities LLC., Barclays Capital Inc., and SG Americas Securities, LLC., collectively the “Futures Clearing Brokers.” The Partnership ceased clearing trades through J.P. Morgan Securities LLC., and Barclays Capital Inc. during September 2015 and April 2014, respectively. For all forward currency transactions, the Partnership utilizes three banks, Barclays Bank PLC, Deutsche Bank AG and Morgan Stanley & Co., LLC, (“MS”) collectively the “FX Prime Brokers.” The Partnership ceased clearing trades through Barclays Bank PLC during October 2014. MS ceased providing prime broker services during January 2015. The Partnership continues to clear trades through MS, utilizing MS as a swap dealer.
The Partnership is subject to sovereign risk such as the risk of restrictions being imposed by foreign governments on the repatriation of cash and the effects of political or economic uncertainties. Net unrealized appreciation (depreciation) on futures and forward currency contracts are denominated in the Partnership’s functional currency (U.S. Dollar). Cash settlement of futures and forward currency contracts is made in the local currency (settlement currency) and then translated to U.S. Dollars. Net unrealized appreciation (depreciation) on futures and forward currency contracts at December 31, 2015 and 2014, by settlement currency type, denominated in U.S. Dollars, is detailed below:
- 21 - |
As of December 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Total Net | Total Net | |||||||||||||||
Unrealized | Unrealized | |||||||||||||||
Appreciation | Percent | Appreciation | Percent | |||||||||||||
Currency Type | (Depreciation) | of Total | (Depreciation) | of Total | ||||||||||||
Australian dollar | $ | 45,833 | 1.23 | % | $ | 84,864 | 5.19 | % | ||||||||
British pound | (55,000 | ) | (1.48 | ) | 591,288 | 36.14 | ||||||||||
Canadian dollar | 320,499 | 8.61 | 95,447 | 5.83 | ||||||||||||
Czech koruna | - | - | 7,069 | 0.43 | ||||||||||||
Euro | 298,266 | 8.01 | 429,014 | 26.22 | ||||||||||||
Hong Kong dollar | 61,654 | 1.66 | 27,900 | 1.71 | ||||||||||||
Hungarian forint | - | - | (164,979 | ) | (10.08 | ) | ||||||||||
Japanese yen | 141,419 | 3.80 | 47,203 | 2.89 | ||||||||||||
Korean won | 9,592 | 0.26 | 143,204 | 8.75 | ||||||||||||
Malaysian ringgit | 19,879 | 0.53 | (7,508 | ) | (0.46 | ) | ||||||||||
Norwegian krone | (45,395 | ) | (1.22 | ) | 6,903 | 0.42 | ||||||||||
Polish zloty | (118,064 | ) | (3.17 | ) | (216,991 | ) | (13.26 | ) | ||||||||
Singapore dollar | (9,452 | ) | (0.25 | ) | 5,197 | 0.32 | ||||||||||
South African rand | 65,440 | 1.76 | (9,011 | ) | (0.55 | ) | ||||||||||
Swedish krona | 41,104 | 1.10 | 19,463 | 1.19 | ||||||||||||
Turkish lira | (9,356 | ) | (0.25 | ) | (131,074 | ) | (8.01 | ) | ||||||||
U.S. dollar | 2,955,020 | 79.41 | 707,967 | 43.27 | ||||||||||||
Total | $ | 3,721,439 | 100.00 | % | $ | 1,635,956 | 100.00 | % |
The Derivatives and Hedging topic of the Codification requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.
The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.
The Partnership engages in the speculative trading of futures and forward contracts on agricultural commodities, currencies, energies, interest rates, metals, and stock indices. The following were the primary trading risk exposures of the Partnership at December 31, 2015 and 2014, by market sector:
Agricultural (grains, livestock and softs) — The Partnership’s primary exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions as well as supply and demand factors.
Currencies — Exchange rate risk is a principal market exposure of the Partnership. The Partnership’s currency exposure is to exchange rate fluctuations that disrupt the historical pricing relationships between different currencies and currency pairs. The fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Partnership trades in a large number of currencies including cross-rates — e.g., positions between two currencies other than the U.S. dollar.
- 22 - |
Energies — The Partnership’s primary energy market exposure is to gas and oil price movements often resulting from political developments in the Middle East and economic conditions worldwide. Energy prices are volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.
Interest Rates — Interest rate movements directly affect the price of the sovereign bond futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in countries or regions including Australia, Canada, Japan, Switzerland, the United Kingdom, the U.S., and the Eurozone. However, the Partnership also may take positions in futures contracts on the government debt of other countries. The General Partner anticipates that interest rates in these industrialized countries or areas, both long-term and short-term, will remain the primary interest rate market exposure of the Partnership for the foreseeable future.
Metals — The Partnership’s metals market exposure is to fluctuations in the price of aluminum, copper, gold, lead, nickel, palladium, platinum, silver, tin and zinc.
Stock Indices — The Partnership’s equity exposure, through stock index futures, is to equity price risk in the major industrialized countries as well as other countries.
The Derivatives and Hedging topic of the Codification requires entities to recognize in the Statements of Financial Condition all derivative contracts as assets or liabilities. Fair value of futures and forward currency contracts are first netted by the broker as discussed in Note 2. Futures and forward currency contracts in a net asset or liability position are recorded in the Statements of Financial Condition as “Net unrealized appreciation on open futures and forward currency contracts” or “Net unrealized depreciation on open futures and forward currency contracts,” respectively. The Partnership’s policy regarding fair value measurement is discussed in Note 2.
Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of the Derivatives and Hedging Topic of the Codification. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Partnership’s trading gains and losses in the Statements of Operations.
- 23 - |
The following table presents the fair value of open futures and forward currency contracts, held long or sold short, at December 31, 2015 and 2014. Fair value, below, is presented on a gross basis even though the contracts are subject to master netting agreements and qualify for net presentation in the Statements of Financial Condition.
Fair Value of Futures and Forward Currency Contracts at December 31, 2015
Net Unrealized | ||||||||||||||||||||
Fair Value - Long Positions | Fair Value - Short Positions | Gain (Loss) on | ||||||||||||||||||
Sector | Gains | Losses | Gains | Losses | Open Positions | |||||||||||||||
Futures contracts: | ||||||||||||||||||||
Energies | $ | 10,310 | $ | (38,400 | ) | $ | 1,633,223 | $ | (364,420 | ) | $ | 1,240,713 | ||||||||
Grains | - | - | 487,520 | (9,187 | ) | 478,333 | ||||||||||||||
Interest rates | 814,802 | (1,061,321 | ) | - | (925 | ) | (247,444 | ) | ||||||||||||
Livestock | - | - | - | (104,550 | ) | (104,550 | ) | |||||||||||||
Metals | 407,419 | (44,788 | ) | 543,624 | (424,099 | ) | 482,156 | |||||||||||||
Softs | 171,009 | (109,903 | ) | 100 | (109,199 | ) | (47,993 | ) | ||||||||||||
Stock indices | 708,220 | (221,271 | ) | 94,368 | (26,590 | ) | 554,727 | |||||||||||||
Total futures contracts | 2,111,760 | (1,475,683 | ) | 2,758,835 | (1,038,970 | ) | 2,355,942 | |||||||||||||
Forward currency contracts | 596,972 | (1,464,612 | ) | 3,130,304 | (897,167 | ) | 1,365,497 | |||||||||||||
Total futures and forward currency contracts | $ | 2,708,732 | $ | (2,940,295 | ) | $ | 5,889,139 | $ | (1,936,137 | ) | $ | 3,721,439 |
Fair Value of Futures and Forward Currency Contracts at December 31, 2014
Net Unrealized | ||||||||||||||||||||
Fair Value - Long Positions | Fair Value - Short Positions | Gain (Loss) on | ||||||||||||||||||
Sector | Gains | Losses | Gains | Losses | Open Positions | |||||||||||||||
Futures contracts: | ||||||||||||||||||||
Energies | $ | - | $ | - | $ | 524,710 | $ | (24,312 | ) | $ | 500,398 | |||||||||
Grains | 11,552 | (172,930 | ) | 852 | (174 | ) | (160,700 | ) | ||||||||||||
Interest rates | 1,373,183 | (567,353 | ) | - | (160,599 | ) | 645,231 | |||||||||||||
Livestock | 2,670 | (17,360 | ) | 167,720 | - | 153,030 | ||||||||||||||
Metals | 11,216 | (1,140,770 | ) | 820,318 | (23,789 | ) | (333,025 | ) | ||||||||||||
Softs | 43,201 | (10,245 | ) | 475,037 | (14,860 | ) | 493,133 | |||||||||||||
Stock indices | 970,972 | (314,736 | ) | 143,204 | (42,078 | ) | 757,362 | |||||||||||||
Total futures contracts | 2,412,794 | (2,223,394 | ) | 2,131,841 | (265,812 | ) | 2,055,429 | |||||||||||||
Forward currency contracts | 424,804 | (1,542,797 | ) | 1,670,536 | (972,016 | ) | (419,473 | ) | ||||||||||||
Total futures and forward currency contracts | $ | 2,837,598 | $ | (3,766,191 | ) | $ | 3,802,377 | $ | (1,237,828 | ) | $ | 1,635,956 |
- 24 - |
The effect of trading futures and forward currency contracts is presented on the Statements of Operations for the years ended December 31, 2015 and 2014 as “Net realized gains (losses) on closed positions: Futures and forward currency contracts” and “Net change in unrealized: Futures and forward currency contracts.” These trading gains and losses are detailed below:
Sector | 2015 | 2014 | ||||||
Futures contracts: | ||||||||
Energies | $ | 7,915,903 | $ | 2,173,971 | ||||
Grains | (1,709,649 | ) | 2,087,569 | |||||
Interest rates | 4,748,257 | 26,163,425 | ||||||
Livestock | 290,270 | 1,043,952 | ||||||
Metals | 4,115,414 | (1,798,631 | ) | |||||
Softs | 383,721 | 2,249,736 | ||||||
Stock indices | (543,455 | ) | 3,089,451 | |||||
Total futures contracts | 15,200,461 | 35,009,473 | ||||||
Forward currency contracts | 184,631 | 791,066 | ||||||
Total futures and forward currency contracts | $ | 15,385,092 | $ | 35,800,539 |
For the years ended December 31, 2015 and 2014, the monthly average number of future contracts bought and sold and the monthly average notional value of forward currency contracts traded are detailed below:
2015 | 2014 | |||||||
Average bought | 9,831 | 18,575 | ||||||
Average sold | 9,934 | 19,013 | ||||||
Average notional | $ | 1,134,000,000 | $ | 565,000,000 |
The Customer Agreement between the Partnership, the Futures Clearing Brokers and the FX Prime Brokers gives the Partnership the legal right to net unrealized gains and losses on open futures and foreign currency contracts. The Partnership netted, for financial reporting purposes, the unrealized gains and losses on open futures and forward currency contracts on the Statements of Financial Condition as the criteria under ASC 210-20, “Balance Sheet,” were met.
In August 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and related footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern within one year from the date the financial statements are issued. The guidance is effective for the Partnership on January 1, 2017 (early adoption permitted). The Partnership is currently evaluating the impact of this guidance on future financial statements.
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The following tables summarize the valuation of the Partnership’s investments as of December 31, 2015 and 2014.
Offsetting of derivative assets and liabilities at December 31, 2015
Gross amounts | Net amounts of | |||||||||||
offset in the | assets presented in | |||||||||||
Gross amounts of | Statement of | the Statement of | ||||||||||
Assets | recognized assets | Financial Condition | Financial Condition | |||||||||
Futures contracts | ||||||||||||
Counterparty C | $ | 1,841,417 | $ | (1,090,906 | ) | $ | 750,511 | |||||
Counterparty I | 3,029,178 | (1,423,747 | ) | 1,605,431 | ||||||||
Total futures contracts | 4,870,595 | (2,514,653 | ) | 2,355,942 | ||||||||
Forward currency contracts | ||||||||||||
Counterparty G | 2,843,717 | (1,155,532 | ) | 1,688,185 | ||||||||
Total assets | 7,714,312 | (3,670,185 | ) | 4,044,127 |
Gross amounts | Net amounts of | |||||||||||
offset in the | liabilities presented in | |||||||||||
Gross amounts of | Statement of | the Statement of | ||||||||||
Liabilities | recognized liabilities | Financial Condition | Financial Condition | |||||||||
Forward currency contracts | ||||||||||||
Counterparty H | $ | 1,206,247 | $ | (883,559 | ) | $ | 322,688 | |||||
Total liabilities | $ | 1,206,247 | $ | (883,559 | ) | $ | 322,688 |
(Continued)
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Amounts Not Offset in the Statement of Financial Condition | ||||||||||||||||
Net amounts of | ||||||||||||||||
Assets | ||||||||||||||||
presented in the | ||||||||||||||||
Statement of Financial | Financial | Collateral | ||||||||||||||
Counterparty | Condition | Instruments | Received(1)(2) | Net Amount(3) | ||||||||||||
Counterparty C | $ | 750,511 | $ | - | $ | (750,511 | ) | $ | - | |||||||
Counterparty I | 1,605,431 | - | (1,605,431 | ) | - | |||||||||||
Counterparty G | 1,688,185 | - | - | 1,688,185 | ||||||||||||
Total | $ | 4,044,127 | $ | - | $ | (2,355,942 | ) | $ | 1,688,185 |
Amounts Not Offset in the Statement of Financial Condition | ||||||||||||||||
Net amounts of | ||||||||||||||||
Liabilities | ||||||||||||||||
presented in the | ||||||||||||||||
Statement of Financial | Financial | Collateral | ||||||||||||||
Counterparty | Condition | Instruments | Pledged(1)(2) | Net Amount(4) | ||||||||||||
Counterparty H | $ | 322,688 | $ | - | $ | (322,688 | ) | $ | - | |||||||
Total | $ | 322,688 | $ | - | $ | (322,688 | ) | $ | - |
(1) Collateral received includes trades made on exchanges. These trades are subject to central counterparty clearing where settlement is guaranteed by the exchange. Collateral pledged includes both cash and U.S. Treasury notes held at each respective counterparty. |
(2) Collateral disclosed is limited to an amount not to exceed 100% of the net amount of assets presented in the Statements of Financial Condition, for each respective counterparty. |
(3) Net amount represents the amount that is subject to loss in the event of a counterparty failure as of December 31, 2015. |
(4) Net amount represents the amounts owed by the Partnership to each counterparty as of December 31, 2015. |
(Concluded)
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Offsetting of derivative assets and liabilities at December 31, 2014
Gross amounts | Net amounts of | |||||||||||
offset in the | assets presented in | |||||||||||
Gross amounts of | Statement of | the Statement of | ||||||||||
Assets | recognized assets | Financial Condition | Financial Condition | |||||||||
Futures contracts | ||||||||||||
Counterparty C | $ | 1,796,920 | $ | (684,174 | ) | $ | 1,112,746 | |||||
Counterparty D | 2,747,715 | (1,805,032 | ) | 942,683 | ||||||||
Total futures contracts | 4,544,635 | (2,489,206 | ) | 2,055,429 | ||||||||
Forward currency contracts | ||||||||||||
Counterparty G | 798,097 | (656,989 | ) | 141,108 | ||||||||
Total assets | 5,342,732 | (3,146,195 | ) | 2,196,537 |
Gross amounts | Net amounts of | |||||||||||
offset in the | liabilities presented in | |||||||||||
Gross amounts of | Statement of | the Statement of | ||||||||||
Liabilities | recognized liabilities | Financial Condition | Financial Condition | |||||||||
Forward currency contracts | ||||||||||||
Counterparty H | $ | 1,857,824 | $ | (1,297,243 | ) | $ | 560,581 | |||||
Total liabilities | $ | 1,857,824 | $ | (1,297,243 | ) | $ | 560,581 |
(Continued)
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Amounts Not Offset in the Statement of Financial Condition | ||||||||||||||||
Net amounts of | ||||||||||||||||
Assets | ||||||||||||||||
presented in the | ||||||||||||||||
Statement of Financial | Financial | Collateral | ||||||||||||||
Counterparty | Condition | Instruments | Received(1)(2) | Net Amount(3) | ||||||||||||
Counterparty C | $ | 1,112,746 | $ | - | $ | (1,112,746 | ) | $ | - | |||||||
Counterparty D | 942,683 | - | (942,683 | ) | - | |||||||||||
Counterparty G | 141,108 | - | (141,108 | ) | - | |||||||||||
Total | $ | 2,196,537 | $ | - | $ | (2,196,537 | ) | $ | - |
Amounts Not Offset in the Statement of Financial Condition | ||||||||||||||||
Net amounts of | ||||||||||||||||
Liabilities | ||||||||||||||||
presented in the | ||||||||||||||||
Statement of Financial | Financial | Collateral | ||||||||||||||
Counterparty | Condition | Instruments | Pledged(1)(2) | Net Amount(4) | ||||||||||||
Counterparty H | $ | 560,581 | $ | - | $ | (560,581 | ) | $ | - | |||||||
Total | $ | 560,581 | $ | - | $ | (560,581 | ) | $ | - |
(1) Collateral received includes trades made on exchanges. These trades are subject to central counterparty clearing where settlement is guaranteed by the exchange. Collateral pledged includes both cash and U.S. Treasury notes held at each respective counterparty. |
(2) Collateral disclosed is limited to an amount not to exceed 100% of the net amount of assets presented in the Statements of Financial Condition, for each respective counterparty. |
(3) Net amount represents the amount that is subject to loss in the event of a counterparty failure as of December 31, 2014. |
(4) Net amount represents the amounts owed by the Partnership to each counterparty as of December 31, 2014. |
(Concluded)
8. | FINANCIAL HIGHLIGHTS |
The ratios are calculated based on 1) a limited partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and 20% of Trading Profits and 2) limited partners’ capital taken as a whole. The computation of such ratios based on the amount of expenses and profit share allocation assessed to an individual partner’s capital account may vary from these ratios based on the timing of capital transactions and differences in individual partner’s management fee, selling commission, platform fee and profit share allocation arrangements.
Returns are calculated based on 1) a limited partner that is charged a monthly management fee of 1/12 of 2.00% (2.00% per annum) and 20% of Trading Profits and 2) limited partners’ capital taken as a whole. An individual partner’s returns may vary from these returns based on the timing of capital transactions and differences in individual partners’ management fee, selling commission, platform fee and profit share allocation arrangements.
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9. | INVESTORS IN MILLBURN MULTI-MARKETS TRADING L.P. |
The U.S. Feeder and Cayman Feeder invest substantially all of their assets in the Partnership. For the years ended December 31, 2015 and 2014, respective ownership percentages of the Partnership are detailed below:
2015 | 2014 | |||||||
U.S. Feeder | 72.71 | % | 73.17 | % | ||||
Cayman Feeder | 5.57 | 5.51 | ||||||
Total | 78.28 | % | 78.68 | % |
The remaining interests are held by direct investors in the Partnership.
The capital withdrawals payable at December 31, 2015 and 2014 were $1,551,666 and $1,739,879, respectively, detailed below. There were no redemptions payable to the Cayman SPC Feeder at December 31, 2014.
2015 | 2014 | |||||||
Direct investors (2) | $ | 142,581 | $ | 800,925 | ||||
U.S. Feeder | 1,304,389 | 838,054 | ||||||
Cayman Feeder | 104,696 | 100,900 | ||||||
Total | $ | 1,551,666 | $ | 1,739,879 |
(2) Represents solely profit share of $142,581 at December 31, 2015 and includes profit share of $500,925 and General Partner redemptions of $300,000, totaling $800,925, at December 31, 2014.
10. | SUBSEQUENT EVENTS |
During the period from January 1, 2016 to March 25, 2016, contributions of $4,164,000 were made to the Partnership and withdrawals of $2,073,550 were made from the Partnership. The General Partner has performed its evaluation of subsequent events through March 25, 2016, the date the financial statements were issued. Based on such evaluation, no further events were discovered that required disclosure or adjustment to the financial statements.
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