ITEM 1: BUSINESS
(a)
General Development of Business
Altegris Winton Futures Fund, L.P. (the “Partnership”) is a limited partnership organized under the Colorado Uniform Limited Partnership Act in March 1999. The Partnership’s business is the speculative trading and investment in international futures, options and forward markets (“Commodity Interests”). The Partnership commenced its trading and investment operations in November 1999.
On December 31, 2014, pursuant to an internal reorganization of Altegris Portfolio Management, Inc., then the general partner of the Partnership, and certain affiliated entities, Altegris Portfolio Management, Inc. (“APM”) merged with and into its affiliate, Altegris Advisors, L.L.C., a Delaware limited liability company (the “Transaction”). By operation of law and pursuant to Paragraph 12 of the Partnership’s Second Amended Agreement of Limited Partnership, effective as of April 14, 2011, as amended, Altegris Advisors, L.L.C. then became, and was admitted as, the general partner of the Partnership (the “General Partner”).
The General Partner has sole responsibility for management and administration of all aspects of the Partnership’s business. Investors purchasing limited partnership interests (the “Interests”) in the Partnership (“Limited Partners” and together with the General Partner, “Partners”) have no rights to participate in the management of the Partnership.
The General Partner is registered with the Commodity Futures Trading Commission (“CFTC”) as a Commodity Pool Operator (“CPO”) and Commodity Trading Advisor (“CTA”), and is a member of National Futures Association (“NFA”). Winton Capital Management, Ltd., a United Kingdom Company, acts as the Partnership’s trading advisor (“Advisor”). The Advisor is registered with the CFTC as a Commodity Trading Advisor and is authorized and regulated by the United Kingdom’s Financial Conduct Authority.
Altegris Investments, L.L.C. (“Altegris”), an affiliate of the General Partner, serves as a selling agent of the Interests and acted as the Partnership’s introducing broker until January 1, 2011, when Altegris Futures L.L.C. (“Altegris Futures”) replaced Altegris as the Partnership’s introducing broker. On December 31, 2014, Altegris Futures merged with and into its affiliate, Altegris Clearing Solutions, L.L.C. Altegris Clearing Solutions, L.L.C. is registered with the CFTC as an Introducing Broker (“Clearing Solutions” or the “Introducing Broker”).
The Partnership’s term will end upon the first to occur of the following: December 31, 2035; receipt by the General Partner of an election to dissolve the Partnership at a specified time by Limited Partners owning more than 50% of the Interests then outstanding, notice of which is sent by registered mail to the General Partner not less than ninety (90) days prior to the effective date of such dissolution; withdrawal (including withdrawal after suspension of trading), admitted or court decreed insolvency or dissolution of the General Partner; termination of the Partnership pursuant to the terms of the Limited Partnership Agreement; or any event that makes it unlawful for the existence of the Partnership to be continued or requiring termination of the Partnership.
The Partnership is not required to be, and is not, registered under the Investment Company Act of 1940, as amended.
As of February 28, 2017, the aggregate net asset value of the Interests in the Partnership before redemptions was $255,999,778. The Partnership operates on a calendar fiscal year and has no subsidiaries.
The Partnership offers three “classes” of Interests: Class A, Class B and Institutional Interests (each, a “Class of Interest”). The Classes of Interests differ from each other only in the fees that they pay and the applicable investment minimums. The Partnership also issues Special Class Interests, pursuant to the Limited Partnership Agreement, but Special Class Interests are not generally offered.
(b)
Financial Information About Segments
The Partnership’s business constitutes only one segment for financial reporting purposes - i.e., a speculative “commodity pool.” The Partnership does not engage in sales of goods or services. Financial information regarding the Partnership’s business is set forth in the Partnership’s financial statements, included herewith.
(c)
Narrative Description of Business
The Partnership is designed to produce long-term capital appreciation through growth, and not current income. The General Partner has selected the Advisor to trade one of the Advisor’s proprietary trading models, the Winton Diversified Program (the “Program”), on behalf of the Partnership. The Advisor currently has the authority to trade the Program on behalf of the Partnership in all the easily accessible and liquid commodity interests (comprising international futures, options and forward markets) that it practically can, which currently consists mainly of commodity interests that are futures, options and forward contracts and certain OTC products, such as swaps in the following areas: stock indices, bonds, short term interest rates, currencies, precious and base metals, grains, livestock, energy and agricultural products.
The Advisor’s investment technique in trading the Program consists of trading a broadly diversified portfolio of highly liquid financial instruments across numerous futures markets, and may also include certain OTC instruments and government securities, employing a computerized, technical, principally trend-following trading system. This system tracks the daily price movements and other data from these markets around the world, and carries out certain computations to determine each day how long or short the portfolio should be to maximize profit within a certain range of risk. If rising prices are anticipated, a long position will be established; a short position will be established if prices are expected to fall.
The trading methods applied by the Advisor to trade the Program on behalf of the Partnership are proprietary, complex and confidential. As a result, the following explanation is of necessity general in nature and not intended to be exhaustive. The Advisor plans to continue the research and development of its trading methodology and, therefore, retains the right to revise any methods or strategy, including the technical trading factors used, the commodity interests traded and/or the money management principles applied.
The Program traded by the Advisor pursues a technical trend-following system. Technical analysis refers to analysis based on data intrinsic to a market, such as price and volume. This is to be contrasted with fundamental analysis which relies on factors external to a market, such as supply and demand. The Program uses no fundamental factors.
A trend-following system is one that attempts to take advantage of the observable tendency of the markets to trend (that is, to move from one price point to another, either higher or lower over a period of time), and to tend to make exaggerated movements in both upward and downward directions as a result of such trends. These exaggerated movements are largely explained as a result of the influence of crowd psychology or the herd instinct, amongst market participants.
The Advisor developed the Program by relating the probability of the size and direction of future price movements with certain indicators derived from past price movements which characterize the degree of trending of each market at any time.
The Program follows a primarily non-discretionary system. This means that trading signals are automatically generated by its models and, except in extreme situations, are followed to the letter. The Advisor has found that the absence of discretion promotes greater consistency in performance and lessens the opportunity for less reliable anecdotal evidence and personal judgment to influence decision-making. In unusual market situations, the Advisor reserves the right to deviate from its automatic system.
The Advisor will select the type of order to be used in executing each trade on behalf of the Partnership and may use any type of order permitted by the exchange on which the order is placed. The Advisor may place individual orders for each account it trades, or a block order for all accounts it trades, in which the same commodity interest is being cleared through the same clearing broker. In the latter instance, the Advisor will allocate trades to individual accounts using a proprietary algorithm. The aim of this algorithm is to achieve an average price for transactions as close as mathematically possible for each account. This takes the form of an optimization process where the objective is to minimize the variation in the average traded price for each account. On occasion, it may direct the clearing broker for the accounts to employ a neutral order allocation system to assign trades. Partial fills will be allocated in proportion to account size.
The trading strategy and account management principles of the Program described above are factors upon which the Advisor will base its trading decisions. Such principles may be revised from time to time by the Advisor as it deems advisable or necessary. Accordingly, no assurance is given that all of these factors will be considered with respect to every trade or recommendation made on behalf of the Partnership or that consideration of any of these factors in a particular situation will lessen the risk of loss or increase the potential for profits.
It is expected that between 5% and 50% of the Partnership’s assets generally will be held as initial margin or option premiums (in cash or United States (“U.S.”) Treasury Department (“Treasury”) securities) in the Partnership’s brokerage accounts at its clearing broker, SG Americas Securities, LLC (“SGAS”), a futures commission merchant (“FCM”), and available for trading by the Advisor in Commodity Interests on behalf of the Partnership. Interest on Partnership assets held at SGAS in cash or Treasury securities will be credited to the Partnership as described under “Charges.” Depending on market factors, the amount of margin or option premiums held at SGAS could change significantly, and all of the Partnership’s assets are available for use as margin. The Partnership may also retain other brokers and/or dealers from time to time to clear or execute a portion of Partnership trades made by the Advisor.
With respect to Partnership assets not held at SGAS as described above, but deposited with JPMorgan Chase Bank, N.A. (the “Custodian”), the portion not held in checking, money market or other bank accounts (and used to pay Partnership operating expenses) will be invested in liquid, high-quality short-term securities at the direction of the Custodian or its affiliate J.P. Morgan Investment Management Inc. (“JPMIM”). The Partnership’s custody and investment management agreement with the Custodian permits the Custodian to invest in U.S. government and agency securities, other securities or instruments guaranteed by the U.S. government or its agencies, CDs, time deposits, banker’s acceptances and commercial paper - subject in each case to specific diversification, credit quality and maturity limitations. The Custodian may use sub-advisers to attempt to increase yield enhancement. The General Partner may direct that a portion of Partnership assets be deposited with other custodians and retain other sub-advisers for the purpose of attempting to increase yield enhancement via other cash management arrangements.
The percentage of the Partnership’s assets deposited with these firms is also subject to change in the General Partner’s sole discretion. The Partnership’s assets will not be commingled with the assets of any other person. Depositing the Partnership’s assets with banks or SGAS, or other clearing brokers, as segregated funds is not commingling for these purposes.
The Partnership pays all of its ongoing liabilities, expenses and costs. The General Partner receives a management fee of 0.104% of the month-end net asset value, before deduction for any accrued incentive fees related to the current quarter (the “management fee net asset value”), of all Class A Interests (1.25% per annum), 0.104% of the month-end management fee net asset value of all Class B Interests (1.25% per annum) and 0.0625% of the month-end management fee net asset value of all Institutional Interests (0.75% per annum), 0.0625% (0.75%) of all Original Class A Interests, 0.146% (1.75%) of all Original Class B Interests, and currently 0.0625% (0.50% annually) of all Special Class Interests of the Partnership’s management fee net asset value. The Advisor receives a management fee of 0.083% of the management fee net asset value of the month-end capital account balances of all Interests (1.0% per annum) and 20% of quarterly trading profits applicable to each Class of Interest.
Each selling agent selling Class A Interests receives 0.166% of the month-end net asset value of the Partnership apportioned to each Class A Interest sold by such selling agent (2% per annum) and may elect to receive 0.0417% of the month-end net asset value apportioned to any Institutional Interest sold by such selling agent (0.50% per annum).
SGAS paid, during 2016, to the Introducing Broker a portion of the brokerage commissions and transaction fees received from the Partnership as well as a portion of the interest income received on the Partnership’s assets. Monthly brokerage charges equal to the greater of (A) actual commissions of $9.75 per round-turn (higher for certain exchanges or commodities) multiplied by number of round-turn trades, which amount includes other transaction costs; or (B) an amount equal to 0.125% of the management fee net asset value of all Interest holders’ month-end capital account balances (1.50% annually). A round-turn is both the purchase, or sale, of a commodity interest contract and the subsequent offsetting sale, or purchase, of the contract. If actual monthly commissions and transaction costs in (A) above are less than the amount in (B) above, the Partnership will pay the difference to the Introducing Broker as payment for brokerage-related services. In any month when the amount in (A) is greater than the amount in (B) above, the Partnership pays only the amount described in (A) above.
The Partnership generally pays its operating expenses as they are incurred. A fixed administrative fee is charged to Class A and Class B Interests and paid to the General Partner equal to 0.0275% of the management fee net asset value of the month-end capital account balance of all such Class A and Class B Interests (0.333% per annum).
(d)
Regulation
The CFTC has delegated to NFA responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers,” “swap dealers,” “major swap participants” and, in most cases, their respective associated persons, as well as “floor brokers” and “floor traders.” The Commodity Exchange Act requires commodity pool operators such as the General Partner, commodity trading advisors such as the Advisor and commodity brokers or FCMs such as SGAS and introducing brokers such as the Introducing Broker to be registered and to comply with various reporting and record keeping requirements. CFTC regulations also require FCMs and certain introducing brokers to maintain a minimum level of net capital. In addition, the CFTC and certain commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges. Similar position limits may in the future be put in place with respect to swaps that are exchange-traded or are economically equivalent to exchange-traded swaps or futures contracts. All accounts owned or managed by the Advisor will be combined for position limit purposes. The Advisor could be required to liquidate positions held for the Partnership in order to comply with such limits. Any such liquidation could result in substantial costs to the Partnership. In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to hit its daily price limit for several days in a row, making it impossible for the Advisor to liquidate a position and thereby experiencing a dramatic loss. Certain deliverable currency forward contracts are subject to limited regulation in the United States, including reporting and recordkeeping requirements.
In addition to the registration requirements described above, the CFTC and certain commodity exchanges have established limits on the maximum net long or net short position which any person may hold or control in particular commodities. Most exchanges also limit the changes in futures contract prices that may occur during a single trading day. The CFTC may in the future also implement position limits for certain exempt commodity contracts, including metals and energy contracts, with respect to futures, options on futures, and economically equivalent swaps. If such position limits are adopted, they could materially affect the Partnership’s trading strategy.
Deliverable currency forward contracts are currently subject to only limited regulation in the United States. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) was enacted in July 2010, and gave the CFTC jurisdiction over non-deliverable currency forward contracts. The Reform Act mandates that a substantial portion of over-the-counter derivatives must be executed in regulated markets and submitted for clearing to regulated clearinghouses, and the CFTC may impose such a requirement on non-deliverable currency forward contracts. The mandates imposed by the Reform Act may result in the Partnership bearing higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees with respect to any swaps entered into by the Partnership.
The Partnership has no employees.
Financial Information About Geographic Areas
The Partnership has no operations in foreign countries although it trades on foreign exchanges and other non-U.S. markets. The Partnership does not engage in sales of goods or services.
ITEM 1A:
ITEM 1A: RISK FACTORS
Set forth below are the principal risks associated with an investment in the Partnership.
Disruption and Stress in Global Markets May Affect Partnership Returns
During 2007-2009, the global financial markets experienced a period of unprecedented disruption and stress. Markets previously thought to be uncorrelated were shown to be correlated, credit markets in some cases ceased functioning, many markets experienced record levels of volatility and governments have intervened in extraordinary and unpredictable ways, at times on an emergency basis, to the detriment of certain market participants. There can be no assurance that similar market disruptions will not occur in the future or that the Partnership will be profitable in such market environments or that it will avoid substantial (or total) losses.
Partnership Performance is Dependent on General Economic Conditions, which the Advisor has no Ability to Control
The success of any investment activity is affected by general economic conditions that affect the level and volatility of prices as well as the liquidity of the markets. From time to time, the economic viability of an entire strategy may deteriorate, due to general economic events that disrupt the source of profits that the strategy seeks to exploit. There may be certain general market conditions in which the investment program pursued by the Advisor is unlikely to be profitable, and the Advisor has no ability to control or predict such market conditions.
Commodity Interests Trading Is Speculative and May Affect Partnership Performance
Commodity Interest prices are highly volatile. Price movements for futures contracts, for example, which may fluctuate substantially during a short period of time, are influenced by numerous factors that affect the commodities markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events and changes in interest rates.
Commodity Interests Trading Is Highly Leveraged and May Affect Partnership Performance
The low margin deposits normally required in trading Commodity Interests permit an extremely high degree of leverage. Accordingly, a relatively small price movement in a Commodity Interest may result in an immediate and substantial loss to the investor. Like other leveraged investments, any Commodity Interest trade may result in losses in excess of the amount invested. Although the Partnership may lose more than its initial margin on a trade, the Partnership, and not any Limited Partner personally, will be subject to margin calls.
Commodity Interests Trading May Be Illiquid and May Affect Partnership Liquidity
Most U.S. commodity futures exchanges impose daily limits regulating the maximum amount above or below the previous day’s settlement price within which a futures contract price may fluctuate during a single day. During a single trading day no trades may be executed at prices beyond the daily limit. Once the price of a particular futures contract has increased or decreased to the limit point, it may be difficult, costly or impossible to liquidate a position. Futures prices in particular contracts have occasionally moved the daily limit for several consecutive days with little or no trading. If this occurs, the Partnership might be prevented from promptly liquidating unfavorable positions which could result in substantial losses. Those losses could significantly exceed the margin initially committed to the trades involved. In addition, even if prices have not moved the daily limit, or if there are no limits for the contracts traded by the Partnership, the Partnership may not be able to execute trades at favorable prices if little trading in the contracts is taking place. It is also possible that an exchange or the CFTC may suspend trading in a particular contract, order immediate settlement of a contract or order that trading be to the liquidation of open positions only.
Trading Decisions Based on Technical Analysis May Affect Partnership Performance
The Advisor uses trading programs that use “technical” factors in identifying price moves. The success of technical analysis depends upon the occurrence in the future of price movements. Technical systems will not be profitable and may in fact produce losses if there are no market moves of the kind the system seeks to follow. Any factor that would make it more difficult to execute the trades identified, such as a reduction of liquidity, also would reduce profitability. There is no assurance that the Advisor’s trading systems will generate profits under all or any market conditions.
The Similarity of Commodity Trading Systems May Limit Performance of the Partnership
Commodity trading systems which use signals like the Advisor’s are not new. If many traders follow similar systems, these systems may generate similar buy and sell orders at the same time. Depending on the liquidity of a market, this could cause difficulty in executing orders. The General Partner believes that although there has been an increase in the number of trading systems in recent years, there also has been an increase in the overall trading volume and liquidity in the futures markets.
Reliance on Key Personnel Could Adversely Affect the Advisor and the Partnership
The Advisor has exclusive responsibility for trading Commodity Interests for the Partnership. The Advisor depends on the services of one or two key persons. If they cannot or will not provide those services, it could adversely affect the Advisor’s ability to trade for the Partnership. If this occurs, the General Partner may terminate the contract.
There are No Assurances of the Advisor’s Continued Services to the Partnership
Either the Advisor or the Partnership can terminate the advisory contract on written notice.
Any Changes in Trading Strategies May Adversely Affect Partnership Performance
The Advisor can make any changes in its trading strategies if it believes that they will be in the Partnership’s best interests. A change in Commodity Interests traded is not a change in trading strategy.
There are Possible Negative Effects of Speculative Position Limits and Accountability Levels
The CFTC and U.S. exchanges have established speculative position limits and accountability levels. Position limits control the number of net long or net short speculative futures or option (on futures) positions any person may hold or control in futures or option contracts traded on U.S. exchanges. Position accountability levels are position levels established by an exchange that, if reached by a person, cause such person to be subject to instructions by such exchange to reduce or not increase such position. Most trading advisors control the commodity trading of other accounts. All positions and accounts owned or controlled by the Advisor and its principals are combined with the Partnership’s positions established by it for position limit and accountability level purposes. In order to comply with position limits or exchange limitations arising out of having positions subject to accountability levels, it is possible that the Advisor will have to modify its trading instructions, and that positions held by the Partnership will have to be liquidated. That could have a negative effect on the Partnership’s profitability. In addition, all commodity accounts of the General Partner and its affiliates may also be combined with the Partnership for position limit and accountability level purposes.
An Increase in Amount of Funds Managed by the Advisor May Affect Partnership Performance
If the Advisor manages more money in the future, such additional funds could affect its performance or trading strategies. There is no guarantee that the Partnership’s investment results will be similar to the Advisor’s past performance.
Trading in Options May Result in Significant Losses for the Partnership
Part of the Partnership’s trading may be in options and options on futures contracts. Although successful commodity options trading and futures trading require many of the same skills, the risks involved are somewhat different. For example, if the Partnership buys an option (either to sell or purchase a contract), it will pay a “premium” representing the market value of the option. Unless it becomes profitable to exercise or offset the option before it expires, the Partnership will lose the entire amount of the premium. On the other hand, if the Partnership sells an option (either to sell or purchase a futures contract), its broker credits the premium, but the Partnership must deposit margin in case the option is exercised. Traders who sell options are subject to the entire loss that may occur in the underlying futures position (less any premium received). Commodity options trading on exchanges is regulated by both the CFTC and those exchanges. The Partnership did not engage in the trading of options and options on futures contracts during the fiscal years ended December 31, 2014 and December 31, 2015.
Changes in the Number of Available Futures Contracts and Related Options May Reduce Partnership Performance
U.S. and foreign exchanges have established new futures and options contracts in the past few years. This trend could continue. The Advisor’s trading strategy might not be successful trading those new contracts.
Competition for Trades with Other Clients of the Advisor May Limit Partnership Performance
The Advisor manages other accounts. This increases the competition for the same trades which the Partnership makes. The Advisor may manage other accounts that pay fees that are different than those the Partnership pays. Therefore, it has a potential conflict of interest. There is no assurance that the Partnership’s trading will generate the same results as any other accounts the Advisor manages.
Failure of Clearing Brokers, Counterparties, Banks, Custodians and other Financial Firms May Subject the Partnership to Significant Losses
Commodity brokers must maintain the Partnership’s assets (other than assets used to trade foreign futures or options on foreign markets) in a segregated account. If SGAS goes bankrupt, the Partnership could lose money as it may only be able to recover a pro rata share of the property available for distribution to all of SGAS’s customers. In addition, even if SGAS adequately segregates the Partnership’s assets, the Partnership may still be subject to risk of loss of funds on deposit with SGAS should another customer of SGAS fail to satisfy deficiencies in such other customer’s account.
Other institutions will have custody of the assets of the Partnership, including the Custodian and various other banks or financial institutions whose services are utilized by the Partnership. Such institutions may encounter financial difficulties that impair the Partnership’s operating capabilities or capital position. The General Partner will attempt to limit the Partnership’s deposits and transactions to only well-capitalized institutions in an effort to mitigate such risks, but there can be no assurance that even a well-capitalized, major institution will not become bankrupt or otherwise fail.
Past Results of the Partnership Are Not Necessarily Indicative of Future Performance
Although some of the Advisor’s client accounts have been profitable in the past, prospective Limited Partners should take seriously the required CFTC and the NFA warning that past results are not necessarily indicative of future performance, and an investment in the Partnership is speculative and involves a substantial risk of loss.
FOREIGN INSTRUMENTS
Trading on Foreign Exchanges and Currency Exchange Rate Fluctuations May Reduce Partnership Performance
The Partnership trades on foreign exchanges and other non-U.S. markets. Neither existing CFTC regulations nor regulations of any other U.S. governmental agency apply to transactions on foreign markets. The Partnership is at risk for fluctuations in the exchange rate between the currencies in which it trades and U.S. dollars. It also is possible that exchange controls could be imposed in the future. There is no restriction on how much of the Partnership’s trading might be on foreign markets. Although trading on behalf of the Partnership may occur on foreign exchanges or in non-U.S. markets, assets of the Partnership will not be held in custody outside of the U.S.
Forward and Cash Trading May Increase Volatility and Reduce Partnership Performance
The Partnership may trade in spot and forward contracts on currencies. For this purpose, the Partnership will contract with or through SGAS to make or take future delivery of a particular currency. SGAS or its affiliates may extend the Partnership a credit line to enable it to engage in such trading. The Partnership may also trade options on currencies. Although the currency market is not believed to be necessarily more volatile than the market in other commodities, there is less protection against defaults in the forward trading of currencies because such contracts are not effected on or through an exchange or clearinghouse. Trading in forward currencies and over-the-counter derivatives, including swaps and options, among sophisticated market participants is not generally regulated by any regulatory body. Therefore, with respect to this trading, the Partnership is not afforded the protections provided by trading on regulated exchanges, including segregation of funds. In any principal contract, the Partnership must rely on the creditworthiness of its counterparty.
The trading of over-the-counter instruments subjects the Partnership to a variety of risks including: 1) counterparty risk; 2) basis risk; 3) interest rate risk; 4) settlement risk; 5) legal risk; and 6) operational risk. Counterparty risk is the risk that the Partnership’s counterparties might default on their obligation to pay or perform generally on their obligations. The over-the-counter markets and some foreign markets are “principals’ markets.” That means that performance of the contract is the responsibility only of the individual firm or member on the other side of the trade and not any exchange or clearing corporation. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Partnership has concentrated its transactions with a single or small group of counterparties. Basis risk is the risk attributable to the movements in the spread between the derivative contract price and the future price of the underlying instrument. Interest rate risk is the general risk associated with movements in interest rates. Settlement risk is the risk that a settlement in a transfer system does not take place as expected. Legal risk is the risk that a transaction proves unenforceable in law or because it has been inadequately documented. Operational risk is the risk of unexpected losses arising from deficiencies in a firm’s management information, support and control systems and procedures. Transactions in over-the-counter derivatives may involve other risks as well, as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk.
Exchange for Physicals May Increase Counter-Party Credit Risk for the Partnership
The Advisor may exchange a cash, forward or spot market position outside of regular trading hours for a comparable futures position. Such transactions are subject to counterparty creditworthiness risk. The CFTC has permitted the futures exchanges to expand the types of over-the-counter positions that can be part of an exchange for physicals position.
LIMITED PARTNERSHIP ISSUES
Substantial Charges to Partnership May Limit Returns to Limited Partners
The Partnership pays substantial fees and charges. As a result, the Partnership must make substantial profits for the Interests to increase in value.
Potential Cross Liability May Increase Exposure to Risks for the Partnership
The Partnership offers Class A, Class B and Institutional Interests. The only difference between the Interests is the investment minimum and fees. Capital contributions by a single subscriber for a Class of Interest upon acceptance of the subscriber as a Limited Partner will represent a single Interest in the Partnership for that subscriber’s respective Class of Interest. An Interest in any Class reflects a Partner’s percentage of the Partnership’s net assets with respect to the Class of Interest owned by the Partner. Interests are not issued in certificate form. Although separate Classes of Interests are offered, the proceeds from the sale of Interests will be pooled by the Partnership and traded as a single account. Although the Classes of Interests differ with respect to investment minimum and fees, all Partnership Interests are equally subject (in proportion to the size of their respective Interest) to the Partnership’s debts, liabilities and obligations as set out in the Partnership Agreement - regardless of Class designation. Class designation does not offer protection against the general creditors of the Partnership or any other Class of Interest.
There Is No Intrinsic Value to the Partnership’s Investments
The Partnership must make profits for it to provide beneficial diversification to its investors’ portfolio. Trading is a “zero-sum” activity in which for every gain there is an equal and offsetting loss (disregarding transaction costs). This differs from a typical securities investment, in which there is an expectation of consistent yields (in the case of bonds) or participation over time in general economic growth (in the case of stocks). The Partnership could lose money while stock and bond prices rise. Stocks and bonds (except penny stocks) generally have some intrinsic value. You generally can realize some value for your stocks or bonds even if you sell in a down market. In trading Commodity Interests, on the other hand, you risk losing all of your investment if prices move against you. In general, performance statistics do not reflect the different risk profiles or tax treatment of traditional and managed Commodity Interest investments.
Partnership Trading Is Not Transparent
The Advisor makes the Partnership’s trading decisions. While the General Partner receives daily trade confirmations from the commodity broker and foreign exchange dealers, the Partnership’s trading results are reported to Limited Partners monthly. Accordingly, an investment in the Partnership does not offer Limited Partners the same transparency, i.e., an ability to review all investment positions daily, that a personal trading account offers.
A Non-correlated, Not Negatively Correlated, Performance Objective may Result in Losses for the Partnership
Historically, managed futures have been generally non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand (as opposed to negative correlation, where the performance would be exactly opposite between two asset classes). Because of this non-correlation, the Partnership cannot be expected to be automatically profitable during unfavorable periods for the stock market, or vice versa. The futures and forward markets are fundamentally different from the securities markets in that for every gain in futures and forward trading, there is an equal and offsetting loss. If the Partnership does not perform in a manner non-correlated with the general financial markets or does not perform successfully, Limited Partners will obtain no diversification benefits by investing in an Interest and the Partnership may have no gains to offset Limited Partners’ losses from other investments.
No Participation in Management of the Partnership
Limited Partners do not participate in the management of the Partnership.
Indemnification of the Partnership May Increase Participation Costs
Under the Partnership Agreement, a Limited Partner will be required to indemnify the Partnership for any liability that it incurs as a result of such Limited Partner’s actions.
Partnership Indemnification of Other Parties May Increase Costs for Limited Partners and Adversely Affect Partnership Performance
The Partnership had entered into agreements with various service providers pursuant to which it may be required to indemnify such service providers for losses they incur in providing services to the Partnership.
LIQUIDITY
The Limited Ability to Liquidate Interests May Lead to Unforeseeable Losses for Limited Partners
Limited Partners may not be able immediately to liquidate their Interests. There is no market for the Interests and none is likely to develop. Limited Partners may, however, redeem Interests, without penalty, on the last day of any month, subject to certain limitations. In order to redeem, a Limited Partner is required to give the General Partner at least fifteen (15) days’ written notice. Because of the time delay between the notice to the General Partner and the end of the month when an investment is redeemed, the value of an investment on the date of redemption may be substantially less than at the time a request to redeem was submitted.
Redemptions of Interests May Subject Limited Partners to Possible Adverse Effects and Losses
The Partnership will lose money if it has to sell positions at a loss in order to raise money to pay substantial redemptions. If many redemptions occur simultaneously, the need to liquidate positions could continue even after the redemption date. The Partnership would have fewer assets to trade after a high level of redemptions. This might make it more difficult for the Partnership to recover losses or generate trading profits. Market illiquidity could make it difficult to liquidate positions on favorable terms, and may also result in losses to the Partnership.
No Automatic Trading Suspensions May Lead to Substantial Losses for the Partnership
The Partnership does not have an automatic Trading Suspension Level which requires it to suspend or terminate trading as a result of losses. Therefore, Limited Partners will be required to monitor the value of their investment and determine whether the Partnership’s performance warrants continued investment. Because Limited Partners will receive performance reports monthly, it is possible that the Partnership could incur substantial losses before a Limited Partner could redeem his Interest.
Any Mandatory Redemptions Required by the General Partner May Subject Limited Partners to Substantial Losses
The General Partner may require a Limited Partner to redeem at any time and for any reason. It generally will only require redemptions in order for the Partnership to comply with certain regulations.
ITEM 1B:
ITEM 1B: UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2:
ITEM 2: PROPERTIES
The Partnership does not own or use any physical properties in the conduct of its business. Employees of the General Partner perform all administrative services for the Partnership from offices located at 1200 Prospect Street, Suite 400, La Jolla, CA 92037.
ITEM 3:
ITEM 3: LEGAL PROCEEDINGS
The Partnership is not aware of any pending legal proceedings to which either the Partnership is a party or to which any of its assets are subject. The Partnership is not aware of any material legal proceedings involving the General Partner or its principals in an adverse position to the Partnership or in which the Partnership has adverse interests. The Partnership has no subsidiaries.
ITEM 4:
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5:
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Market information
There is no trading market for the Interests, and none is likely to develop. Interests may be redeemed or transferred subject to the conditions imposed by the Limited Partnership Agreement.
(b)
Holders
As of February 28, 2017 the Partnership had 2,648 holders of Interests.
(c)
Dividends
The General Partner has sole discretion in determining what distributions, if any, the Partnership will make to its investors. To date no distributions or dividends have been paid on the Interests, and the General Partner has no present intention to make any.
(d)
Securities Authorized for Issuance under Equity Compensation Plans
None.
(e)
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
The Partnership did not sell any unregistered securities within the past three years which have not previously been included in the Partnership’s Quarterly Reports on Form 10-Q or in a Current Report on Form 8-K.
(f)
Issuer Purchases of Equity Securities
Pursuant to the Limited Partnership Agreement, Limited Partners may redeem their Interests in the Partnership as of the end of any calendar month upon fifteen (15) days’ written notice to the General Partner. The redemption of capital from capital accounts by Limited Partners has no impact on the value of the capital accounts of other Limited Partners.
The following table summarizes Limited Partner redemptions during the fourth calendar quarter of 2016:
ITEM 6:
ITEM 6: SELECTED FINANCIAL DATA
ITEM 7:
ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to “Item 8. Financial Statements and Supplementary Data.” The information contained therein is essential to, and should be read in conjunction with, the following analysis.
(a)
Liquidity
The Partnership’s assets are generally held as cash or cash equivalents, which are used to margin the Partnership’s futures positions and are sold to pay redemptions and expenses as needed. Other than any potential market-imposed limitations on liquidity, the Partnership’s assets are highly liquid and are expected to remain so. Market-imposed limitations, when they occur, can be due to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Partnership’s futures trading. A portion of the Partnership’s assets not used for margin and held with the Custodian are invested in liquid, high quality securities. Through December 31, 2016 the Partnership experienced no meaningful periods of illiquidity in any of the markets traded by the Advisor on behalf of the Partnership.
(b)
Capital Resources
The Partnership raises additional capital only through the sale of Interests and capital is increased through trading profits (if any) and interest income. The Partnership does not engage in borrowing.
The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership has no significant capital expenditure or working capital requirements other than for capital to pay trading losses, brokerage commissions and expenses. Within broad ranges of capitalization, the Partnership’s trading positions should increase or decrease in approximate proportion to the size of the Partnership.
The Partnership participates in the speculative trading of commodity futures contracts, options on futures contracts and forward contracts, substantially all of which are subject to margin requirements. The minimum amount of margin required for each contract is set from time to time in response to various market factors by the respective exchanges. Further, the Partnership’s FCMs and brokers may require margin in excess of minimum exchange requirements.
Contracts currently traded by the Advisor on behalf of the Partnership include exchange-traded futures contracts and over-the-counter forward currency contracts. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions because, in over-the-counter transactions, the Partnership must rely solely on the credit of its trading counterparties, whereas exchange-traded contracts are generally, but not universally, backed by the collective credit of the members of the exchange. The credit risk from counterparty non-performance associated with the Partnership’s over-the-counter forward currency transactions is the net unrealized gain on such contracts plus related collateral held by the counterparty.
The Partnership bears the risk of financial failure by SGAS and/or other clearing brokers or counterparties with which the Partnership trades.
(c)
Results of Operations
The Partnership’s success depends primarily upon the Advisor’s ability to recognize and capitalize on market trends in the sectors of the global commodity futures markets in which it trades. The Partnership seeks to produce long-term capital appreciation through growth, and not current income. The past performance of the Partnership is not necessarily indicative of future results.
Performance Summary
During 2016, the Partnership achieved net realized and unrealized gains of $484,095 from all trading; gains of $359,869 from trading of derivatives including brokerage commissions of $4,590,391. The Partnership accrued total expenses of $11,806,214, including $180,109 in incentive fees, $3,279,777 in management fees paid to the General Partner, and $4,410,030 in service and professional fees. The Partnership earned $736,778 in interest income during 2016. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for each quarter during 2016 is set forth below.
Fourth Quarter 2016. The Partnership was down in October 2016. Yields on many government bonds hit multi-month highs during October alongside higher inflation expectations and doubts around the willingness of central banks to ease policy further. Gold suffered its heaviest one-day fall since December 2013 and the US dollar strengthened versus most major currencies ahead of the publication of minutes from the Federal Open Market Committee’s September meeting. Ongoing uncertainty about US elections combined with some earnings misses from notable companies weighed on the S&P 500. In the UK, gilts and sterling fared particularly poorly as comments made at the ruling party’s conference earlier in the month suggested that the government is open to a ‘hard Brexit’ when negotiations begin in 2017. Elsewhere, crude oil gave back earlier gains to end the month slightly lower than where it started amid doubts around OPEC’s planned cuts to production as well as building US inventories. The Partnership’s returns fell during October with the fixed income, precious metals and stock index sectors driving the losses. Long positions across bonds and short-term interest rates dropped amid rising yields and increasing expectations of a US rate hike. The latter also boosted the US dollar which weighed on precious metals, hurting positions in gold and silver. In stock indices, returns were mixed at the market level but negative overall. The currencies sector was the most noteworthy positive contributor to returns in October as the Partnership gained from short positions in the British pound and the euro. In terms of positioning, gross exposure to fixed income, energies and precious metals was reduced over the month. The Partnership was also down in November 2016. Equities continued their October slide in the opening week as U.S. election polls showed a narrowing Presidential race. These concerns eased in the run up to the election results, before markets briefly sold off. By month end, US indices had hit new all-time highs on renewed optimism. Bonds had a more challenging time, with US Treasuries posting their worst monthly loss since 2009 amid talk of accelerating US inflation and increased federal deficits. Against this backdrop, the US dollar appreciated versus the Japanese yen and the euro, as gold fell. After some intra-month volatility, crude oil rallied on the final day of the month as OPEC agreed on a deal to cut production. For the month as a whole, the Partnership posted a loss as profits in stock indices and crops were offset by the energies and fixed income sectors. Overall long stock index positions, most notably in the US and Japan, added value and gains in crops were driven by short positions. Crude oil and natural gas led the losses in energies, while rising yields led to significant reductions in the Partnership’s long fixed income positions. Elsewhere in currencies, profits from a short position in the euro were undone by positioning in emerging market currencies and the British pound.
The Partnership was up in December 2016. The S&P 500 hit new all-time highs on hopes that the US President-elect will loosen US fiscal policy, and crude oil at prices not seen since the summer of 2015 following OPEC’s deal to cut production at the end of November. The US Dollar Index, meanwhile, reached its highest level in 14 years after the US Federal Reserve increased rates for the second time since the Global Financial Crisis and signaled three further hikes for 2017. Gold prices extended their November losses against this backdrop. Across the Atlantic, monetary policy continued to head in the opposite direction with the European Central Bank announcing that it will be reducing the size but extending the duration of its asset purchase program by a further nine months. This ongoing divergence in policy led German government bond yields to fall back while US Treasury yields maintained their upwards trajectory. The Partnership’s profits during the month were driven by positioning in the stock index, currency and fixed income sectors. Gains in stock indices came from across long positions in developed markets as most major indices rose over the month. In currencies, the Partnership benefited from a short position in the Japanese yen and long positions in emerging markets, most notably the Brazilian real which appreciated around 5% against the US dollar. A short position in Eurodollar futures was particularly profitable in light of upward US interest rate expectations. Reducing these profits, short crude oil positions led losses in the energies sector, while a reversal in the recent copper rally weighed on performance in the base metals sector.
Third Quarter 2016. The Partnership enjoyed slightly positive returns in July 2016. Government bonds continued to rise as yields on US ten-year Treasuries fell to an all-time low and the German government issued negative yielding ten-year bonds for the first time. Yields bounced back mid-month after positive US data releases and the Bank of England held off on an anticipated cut to interest rates, but the majority of developed sovereign bond markets still ended the month in positive territory. Currencies’ positive performance was driven by market movements on the final day of the month, due to appreciation in the Japanese yen. In commodities, oil prices retreated while precious metals continued to appreciate. The most dramatic event over the course of the month was a failed coup in Turkey, which resulted in the lira falling to a record low against the US dollar and a selloff in the country’s stock market and government bonds. The Partnership benefited in this environment from net long positions in bonds and stock indices, short positions in energies and long positions in precious metals, with equal profits from gold and silver.. Detractors from performance in July 2016 included long positions in crops and short-term interest rates. The Partnership’s performance was negative in August 2016, amid a particularly quiet month in terms of market volatility. Equities edged higher; government bonds lost ground overall, and the US dollar appreciated versus most major currencies. Commodity markets provided more substantial price action as speculation around supply-demand imbalances led to rallies within the energies sector and sharp selloffs in a number of soft commodities. The Partnership’s negative performance was driven by the fixed income, precious metals and energies sectors. Hawkish comments from the US Federal Reserve increased expectations of a further US rate rise in 2016 and led to losses from long positions in US government bonds and Eurodollar futures, while the strengthening US dollar weighed on the Partnership’s long positioning in gold and silver as well as the Japanese yen. In the energy sector, the Partnership’s short positions suffered as crude oil rallied during the first half of the month on hopes of a production freeze. The Partnership experienced flat to negative performance during September 2016, as volatility increased due to the prospect of changes in central bank policies, resulting in early gains in equities, precious metals and bonds, but later offset by losses in the Partnership’s long bond and stock index positions. Within commodities, the Partnership posted a small negative return as losses in the energies, bonds and base metals sectors outweighed profits made in currencies and precious metals. Short positioning detracted from performance in energies, while losses from long positions in US government bonds undid profits earned in German government bonds. In base metals, the Partnership experienced losses from positioning in copper, while long positions in precious metals added value over the month. Performance in currencies was driven by long exposure to the Japanese yen.
Second Quarter 2016. The Partnership’s performance was negative in April 2016, as a number of long-term trends continued to reverse. US and European government bond prices drifted lower, commodities appreciated, while gains in energy and materials stocks lifted global equity markets. Oil prices hit their highest levels since last November. Performance in this environment was driven by losses from across the portfolio. Fixed income led the detractors as long positions in bonds and short-term interest rates weighed on returns. In energies, rising prices caused short positions to detract, particularly in heating oil futures. The crops sector was another area that cost performance as corn and soybean prices surged in response to exceptionally poor weather conditions in South America. Currencies offset some of the detractors as the investment system benefited from a long position in a rallying Japanese yen at month-end. Elsewhere, the portfolio also profited from gains in the gold price and positioning across the livestock sector. The Partnership also experienced a loss for the month of May 2016, as markets reacted to an anticipated US interest rate rise, The US dollar responded by appreciating versus most major currencies and gold gave up its April gains - both moves representing a reversal in year-to-date trends. Meanwhile, global stock markets rose slightly over the month, but with offsetting positions between regions, the sector remained largely flat. Oil prices rose to just under $50 a barrel as the global supply glut finally started to ease following supply disruptions in Nigeria, Libya, Venezuela, and Canada. The value of WTI crude futures contracts climbed to a seven-month high. Against this backdrop, currencies and precious metals posted losses. Long positioning in the Japanese yen and Australian dollar held back returns, while an increased exposure to gold was responsible for most of the negative performance from the precious metals sector. In fixed income, bunds led bond sector returns, but there were losses in short-term interest rates. Crops performed well, attributable largely to profits from trading in soybeans. The Partnership enjoyed a reversal of previous-months’ losses, and experienced robust gains for June 2016, after a tumultuous period. As financial markets gradually absorbed the impact of the momentous decision resulting from the UK referendum to exit the European Union, this led to high levels of volatility in virtually all major markets traded by the Partnership and record levels in some. The referendum also had immediate political ramifications in the UK, contributing to the volatility. The resultant short-term volatility contributed to the Partnership’s positive performance across most sectors traded by the end of June 2016.
First Quarter 2016. In January 2016, the Partnership enjoyed modest net gains, despite a rocky start as renewed anxiety around the health of the global economy led to heavy falls in world stock markets. Central bankers responded by hinting at further accommodative policy, and the Bank of Japan surprised markets by cutting interest rates on new bank reserves on the final day of the month. Fixed income was the main driver of Partnership performance in this environment, most notably in Europe: Euribor and Bunds futures prices both recovered their December losses over the course of the month. Energies were another area of strength as the Partnership continued to follow the crude oil price lower amid rising stockpiles and the removal of sanctions on Iran. These gains, however, were trimmed by other parts of the portfolio, as there were losses in equities, while at the same time, short exposure to a rising gold price detracted from overall performance. The Partnership’s portfolio also experienced net investment gains in February 2016, a period when global stock markets were steadier than in January, while gold and government bond prices resumed their upwards trajectory. One of the most notable developments was the British pound sliding to a seven-year low versus the US dollar, as heightened concerns around “Brexit” took hold (i.e., the possibility of Britain exiting the European Union). The Partnership’s performance was similar to that of January 2016 in terms of sector contributions: fixed income and energies were the biggest contributors, while a reduced short exposure to gold led the precious metals positioning to detract. Within fixed income, the Partnership benefited from gains in bond futures. The Partnership also made modest gains in energies and equities during the period. The Partnership sustained a net loss in March 2016, a month characterized by a lack of meaningful diversifiers materializing within the portfolio and reversals in a number of market trends, many of which were profitable during the opening months of the year. Dovish comments from the US Federal Reserve and easing concerns around China were accompanied by a weakening US dollar and increases in commodity prices. Buoyant global stock markets recovered most of their January and February losses, whereas gold’s advances abated. Against this backdrop, the bulk of the Partnership’s losses occurred in its positioning of currencies (notwithstanding some emerging market currency positive returns) and fixed income (as yields rose for the first half of the month only to fall back to where they started by month end). The Partnership in March gave up its earlier profits in the year due to losses on its short positions in energies, as the WTI crude price recovered from around $34 a barrel to $38. Overall short exposure to stock index and crops futures resulted in the Partnership’s failure to profit from buoyant equity markets and agricultural prices during the month.
During 2015, the Partnership achieved net realized and unrealized gains of $6,531,302 from all trading; gains of $6,364,428 from trading of derivatives including brokerage commissions of $5,427,184. The Partnership accrued total expenses of $18,042,969, including $4,373,262 in incentive fees, $3,921,148 in management fees paid to the General Partner, and $4,994,988 in service and professional fees. The Partnership earned $415,355 in interest income during 2015. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for each quarter during 2015 is set forth below.
Fourth Quarter 2015. The Partnership experienced a loss in October 2015. Stock markets rallied at the beginning of the month, causing the Partnership to lose money as a result of its short exposure to stock index futures contracts. The Partnership’s short positions in energy and gold lost money early in the month when oil prices and gold prices rose. During the second half of the month oil prices declined, and the Partnership benefitted from short energy futures contracts. The Partnership also benefitted from short positions in natural gas. Comments from Mario Draghi in Europe led to a large drop in the Euro against the U.S. Dollar and European short-term interest rate futures declined. Both moves benefitted the Partnership as two of the top contributors for the month, although the final few days saw fixed income overall slip to a loss on the month. The Partnership achieved a gain in November 2015. There were two broad and related themes within the Partnership during November: the heightened expectation of a December rate hike in the U.S. and the continued falls in commodity prices. The prospect of a rise in U.S. interest rates caused a fall in the Euro-U.S. Dollar exchange rate as market participants reacted to diverging monetary policy in the two regions. This resulted in the Partnership achieving gains in its currency contracts. The second theme of falling commodity prices benefited the Partnership. The Partnership’s short positions in gold, base metals, crops, energies and livestock all benefitted performance. The Partnership experienced a loss in December 2015 primarily driven by positions in currency and fixed income. The rise in U.S. interest rates did not create a surprise in the market. The European Central Bank’s announcement to commit to further easing did cause some surprise, though, as the easing was less aggressive than market participants expected. As a result, the Euro had its second-largest daily moves ever, and European short-term interest rates spiked. These moves adversely impacted the Partnership’s performance. In contrast the Partnership benefitted from short positions in crude oil futures and to a smaller extent positions in livestock and crops.
Third Quarter 2015. The Partnership experienced a gain in July 2015. Large scale intervention by Beijing’s authorities sparked further concerns in Chinese markets as unprecedented selling restrictions were imposed on stocks. At the Federal Market Open Committee meeting, the U.S. Federal Reserve referenced an upbeat labor market, though remained cautious on their inflation outlook. The Partnership benefited from strong performance in futures on light sweet crude oil, Brent crude oil and heating oil. The Partnership’s short positions in gold futures benefitted from the metal’s slide through $1100 and contributed to performance. Long positions in futures on short term interest rates also benefitted performance. The Partnership experienced a loss from long futures positions on Asian indices, particularly the Hang Seng and HSCEI. The Partnership experienced a loss in August 2015. The devaluation of the Chinese yuan at the start of the month soon seemed like a distant memory, as it was overshadowed by equity market moves. The spillover of these concerns sparked a global equity market correction. However, like other such “corrections” in recent history, a quick rebound saw much of the losses reversed. The Partnership’s positions in futures on indices and currencies detracted from performance, especially its positions in the E-Mini S&P, Dow Jones Eurostoxx 50 and the Euro. The Partnership’s positions in gold also detracted from performance. The Partnership experienced a gain in September 2015. It turned out that all the talk of the U.S. Federal Reserve raising rates in September was for nothing, as global growth concerns seemed to leave the decision makers wanting to hold off on acting for a little longer. As has often been the case in recent history, the retracement of stock markets was accompanied by a rise in fixed income. This meant that the Partnership’s long exposure to futures on government bonds and short-term interest rates was the main driver of performance for the month. The Partnership’s performance also benefitted from its short positions in Brent crude oil, light sweet crude oil, and heating oil. Short futures positions in corn and wheat detracted from performance.
Second Quarter 2015. The Partnership experienced a loss in April 2015. Weaker economic data saw sentiment around the U.S. economy drop, with the statement from the Federal Reserve’s April meeting not giving any real clues as to when rates might rise. This diverted attention away from Greece where there had been fears that the incumbent government’s actions might move it closer to an EU exit. Chinese stocks saw strong moves at the start of the month as the People’s Bank of China kept up its monetary easing policies, while possible reforms to state-owned enterprises began to surface. The big moves at the end of the month created losses for the Partnership. The majority of these were in currencies and energies, owing to long U.S. dollar exposure and short energy futures positions. The German Bunds reversed two months’ worth of gains in just two days, adding to the Partnership’s losses. Additional losses came from stock index futures positions. The Partnership’s performance benefited from its short positions in gold futures. The Partnership experienced a slight gain in May 2015. A breadth of economic and political considerations laid the foundation for a turbulent month across global financial markets. These included responsive monetary policy action from central banks, stalling negotiations and heightened doubts regarding Greece’s ability to meet IMF repayments, and volatility in the Euro. The Partnership’s long exposure in fixed income futures detracted from performance. The Partnership’s short exposure to coffee and sugar futures contributed positively to performance. The Partnership’s performance benefited from its long exposure to the Nikkei 225 and the S&P and its long and short positions in the Euro and Japanese Yen. The Partnership experienced a loss in June 2015. During the month, Greek apprehension deepened as the government moved closer to a sovereign debt default, imposing capital controls in fear of a likely “bank run”. The Euro ended the month higher, resulting in a loss in the Partnership’s short positions in Euro futures. The Partnership’s long positions in British pound futures contributed to performance due to a strong rally in the British pound. The Partnership also benefitted from its short positions in gold and energies futures. May U.S. non-farm payrolls increased by 280,000 and, accompanied by a host of positive economic data, led U.S. government bond yields higher. The Partnership’s positions in fixed income futures experienced losses, though small gains were made in long term U.S. bond contracts. Heavy rains in the U.S. Midwest hampered crop prospects and adversely impacted the Partnership’s short positions in grains.
First Quarter 2015. The Partnership experienced a gain in January 2015. The most dramatic market moving event in January was probably the decision by the Swiss Central Bank to remove the cap on the strength of the Swiss Franc against the Euro. Other market moving events during the month were the European Central Bank affirming their commitment to Quantitative Easing and the election of an anti-austerity government in Greece. The net effect on the Partnership’s futures positions in currencies was a loss in the CHF-USD dollar position being offset by a gain in the EUR-USD dollar position. The Partnership achieved gains in its trading of futures contracts in European bonds and US government bonds. The Partnership also benefited from its short position in futures contracts in the energy sector. The Partnership experienced a slight gain in February 2015. The Partnership’s long futures position in stock indices contributed to the Partnership’s gains. The Partnership experienced losses on its short positions in Brent Crude and RBOB gasoline. Losses were also incurred from long futures positions in U.S. 10-year and 5-year Treasury Notes. The Partnership’s performance was adversely impacted by its short positions in British Pound. The Partnership experienced a gain in March 2015. The European Central Bank initiated their quantitative easing program in March. Economic commentators speculated over the Federal Reserve Chairwoman’s, Janet Yellen, removal of the word “patient”. The change in her language upheld the possibility of U.S. rate rises later in the year, however, the market’s perception was dovish following the Federal Reserve’s downward revision of growth and inflation expectations. Both central banking events contributed to global equity markets oscillating their way through the month. The Partnership achieved gains in its trading in futures contracts in Bunds and Eurodollars. The short futures position on the Euro against the dollar made significant positive contribution to performance. Short positions in Brent Crude Oil and RBOB Gasoline also contributed positively to performance. The Partnership’s short position in futures on copper experienced losses after copper rallied strongly against news of the world’s second largest copper mine halting production over labor disputes.
During 2014, the Partnership achieved net realized and unrealized gains of $63,459,297 from all trading; gains of $64,089,929 from trading of derivatives including brokerage commissions of $6,413,798. The Partnership incurred total expenses of $28,597,912, including $12,826,879 in incentive fees, $4,603,469 in management fees paid to the General Partner, and $5,657,573 in service and professional fees. The Partnership earned $375,189 in interest income during 2014. An analysis of the profits and losses generated from the Partnership’s commodity futures trading activities for each quarter during 2014 is set forth below.
Fourth Quarter 2014. The Partnership experienced a gain in October 2014. The $10 a barrel fall in crude oil prices and a declining gold market meant that short futures positions in both Brent crude oil and gold significantly contributed to performance. Grain markets rallied during the month, and the Partnership’s long futures position contributed to positive performance. Gains were also made on futures contracts of the US 10-year treasury note. The Partnership experienced losses on its long positions in futures in the Dow Jones Eurostoxx 50 and Dax equity stock indices. The Partnership experienced a gain in November 2014. The announcement of a broadly unexpected and unprecedented large monetary stimulus package from the Bank of Japan set the tone of a strong month for global equities and significant Japanese Yen depreciation, profiting the Partnership’s futures contracts’ positions on Japanese Yen and the E-mini S&P. The Partnership’s short position in Brent crude oil also contributed to performance. The Partnership’s long positions in futures on bonds contributed to gains in the portfolio during the month. The Partnership experienced losses during the month on its long futures position on the British Pound. Futures positions in gold and natural gas also detracted from performance. The Partnership achieved gains in December 2014. The decline in the price of oil continued in December resulting in the Partnership’s short futures position in Brent crude oil and light sweet crude oil contributing positively to performance. Sentiment weighed on Europe leading to relatively poor performance for European equity indices, a lower Euro and higher bund prices. As a result the Partnership’s long futures position in German Bunds and its short futures position in the Euro contributed positively to performance. The Partnership’s positions in futures contracts on gold, natural gas and the Dow Jones Eurostoxx 50 index detracted from performance.
Third Quarter 2014. The Partnership experienced a loss in July 2014. Long positions in fixed income, natural gas and crude oil futures contributed to portfolio losses. Equity markets and fixed income markets fell sharply at the end of the month following a very strong GDP number in the U.S. resulting in losses in the Partnership’s position in Dow Jones Eurostoxx 50 futures. Mild summer weather in the U.S. which is forecast to continue, has limited energy consumption and subsequently seen storage rise at the fastest rate in over 10 years, eroding the value of the Partnership’s natural gas contracts. Crude oil prices and the Partnership’s long position in crude oil futures also fell due to low level of demand. Positions in the British pound and Eurodollar also contributed to losses. Long positions in aluminum and zinc futures contracts contributed positively to performance. Long positions in the U.S. Treasuries caused by a U.S. Treasury rally early in the month contributed to the Partnership’s gain in August 2014. The Partnership’s long position in the S&P index futures and short position in Euro futures also contributed positively to performance. The Partnership incurred losses on its long positions in the British pound and its positions in futures on live cattle and soybeans. The Partnership experienced a slight loss in September 2014. The prospect of higher U.S. interest rates weighed on equity and bond prices, contributing to losses in these sectors but provided continued support for the U.S. dollar and strong performance for the Partnership’s long position against the Euro. The Partnership’s positions in gold and silver futures, Japanese Yen and Brent crude oil contributed positively to performance. The Partnership’s long position in soybean futures detracted from performance as U.S. farmers began harvesting a record crop and China suspended import approval for two genetically modified traits.
Second Quarter 2014. The Partnership experienced a gain in April 2014. Uncertainty relating to tensions in Ukraine and additional sanctions imposed on Russia by the US and Europe continued to weigh on investor conviction through April. These events contributed to mixed performance in the global stock market. The Partnership’s holding in futures on the Nikkei index detracted from performance. The European Central Bank’s (“ECB”) announcement to open the door to potential large-scale asset purchases benefitted the Partnership’s long fixed income positions where German Bunds provided the most significant contribution to the Partnership. Natural gas prices rose during the month along with the value of the Partnership’s long position in natural gas. The crop sector also posted positive performance, in particular the Partnership’s futures position in soybeans. The Partnership experienced a gain in May 2014. Monetary policy played a key role during the month with both the President of the ECB and the Chair of the US Federal Reserve making statements. Speculation of a cut to interest rates by the ECB at the June policy meeting put the Euro under pressure and negatively impacted the long Euro position in the Partnership’s currency portfolio. The Partnership’s long exposure to German Bunds contributed positively to performance. Improving weather conditions in the US and Russia led to declines in the price of wheat and corn, which adversely affected the Partnership’s performance. The Partnership experienced a loss in June 2014. Monetary policy by the US Federal Reserve, the ECB and the Governor of the Bank of England played an important role in the global markets during the month. These monetary policy actions provided a catalyst for a number of US indices to reach record highs, elevated the European fixed income markets and continued momentum for sterling, profiting the Partnership’s long futures positions in the S&P index, German Bund and British pound sterling. Regional instability in the Middle East contributed to rising precious metal values and subsequent losses in the Partnership’s short positions in the sector. The geopolitical conflicts in the region threatened refinery output benefitted the Partnership’s futures positions in crude oil. The Partnership’s futures contracts on corn lost value due in part to the high corn inventory levels and confirmation of record harvests in the US.
First Quarter 2014. The Partnership experienced a loss in January 2014. The markets focused on events in China, specifically the “shadow banking industry” and the possibility of the first ever Chinese trust bankruptcy. A last minute bailout plan allowed investors to get their principal back, but speculation remained about the potential for a Chinese credit crisis. Escalating political tension most notably in Ukraine, Turkey and Thailand increased pressure on emerging markets, and towards the end of the month the Partnership’s trading in futures contracts in Ruble, Rand and global equity indices contributed to losses. The Partnership achieved gains in its trading of futures contracts in the Canadian dollar. The Partnership achieved a gain in February 2014. Global equity markets rallied through February, reversing losses experienced in January with major indices revisiting record highs and adding value to the Partnership’s positions in futures in global equity indices. Mother nature had a significant influence on market performance during the month. The Partnership’s short position in coffee futures experienced losses. Overly precipitous weather in the soybean producing regions of Brazil reduced the quality of maturing crops and benefitted the Partnership’s long futures position as prices rose. Livestock values also moved higher which benefitted the Partnership’s futures position in this sector, particularly hogs. The Partnership experienced a loss in March 2014. At the forefront of investors’ minds through March were the events in the Crimean Peninsula. Russia reclaimed Crimea following a referendum which the Ukrainian parliament claimed was unconstitutional and that the United States and the European Union considered to be illegal. The resultant threat of international sanctions against Russia and the simmering geopolitical tension led to a volatile month for global markets. China’s first onshore corporate bond default added to negative sentiment with data that pointed to a third consecutive monthly decline in manufacturing growth. Markets were further destabilized when the U.S. FOMC revised their projected Fed Funds targets, signaling increased conviction for more rapid monetary policy tightening once initiated. These events contributed to the Partnership’s losses across index futures, U.S. fixed income and short U.S. dollar positions. The Partnership achieved gains in its short position in silver futures and in futures in the livestock sector.
(d)
Off-Balance Sheet Arrangements
The Partnership does not engage in off-balance sheet arrangements with other entities.
(e)
Contractual Obligations
The Partnership does not enter into any contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnership’s sole business is trading futures, related option and forward currency contracts, both long (contracts to buy) and short (contracts to sell). All such contracts are settled by offset, not delivery. Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Partnership for less than four months before being offset or rolled over into new contracts with similar maturities. The Partnership’s financial statements, included in this report, present a Condensed Schedule of Investments setting forth net unrealized appreciation (depreciation) of the Partnership’s open future and forward currency contracts, both long and short, at December 31, 2016.
(f)
Critical Accounting Estimates
The General Partner believes that the Partnership’s most critical accounting estimates relate to the valuation of the Partnership’s assets. Futures and options on futures contracts are valued using the primary exchange’s closing price. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. U.S. government agency securities are generally valued based on quoted prices in active markets. Corporate notes are generally valued at fair value. Security transactions are recorded on the trade date. Realized gains and losses from security transactions are determined using the specific identification cost method. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently.
The Partnership’s financial statements are presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP), which require the use of certain estimates made by the Partnership’s management. Actual results could differ from those estimates. Based on the nature of the business and operations of the Partnership, the General Partner believes that the estimates utilized in preparing the Partnership’s financial statements are appropriate and reasonable, however actual results could differ from these estimates. The estimates used do not provide a range of possible results that would require the exercise of subjective judgment. The General Partner further believes that, based on the nature of the business and operations of the Partnership, no other reasonable assumptions relating to the application of the Partnership’s critical accounting estimates other than those currently used would likely result in materially different amounts from those reported.
ITEM 7A:
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
Past Results Not Necessarily Indicative of Future Performance
The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.
Market movements result in frequent changes in the fair value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest 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 rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.
Standard of Materiality
Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage and multiplier features of the Partnership’s market sensitive instruments.
Quantifying the Partnership’s Trading Value at Risk
Quantitative Forward-Looking Statements
The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period).
The Partnership’s risk exposure in the various market sectors traded is estimated in terms of Value at Risk (VaR). The Partnership estimates VaR using a model based upon historical simulation (with a confidence level of 99%) which involves constructing a distribution of hypothetical daily changes in the value of a trading portfolio. The VaR model takes into account linear exposures to risks, including equity and commodity prices, interest rates, foreign exchange rates, and correlation among these variables. The hypothetical changes in portfolio value are based on daily percentage changes observed in key market indices or other market factors to which the portfolio is sensitive. This expected daily percentage change is then expanded to four days, providing an expected four day percentage change. The Partnership’s VaR at a four day 99% confidence level of the Partnership’s VaR corresponds to the negative change in portfolio value that, based on observed market risk factors, would have been exceeded once in 100 four day trading periods. VaR typically does not represent the worst case outcome.
The Partnership uses approximately three years of daily market data and revalues its portfolio for each of the historical market moves that occurred over this time period. This generates a probability distribution of daily “simulated profit and loss” outcomes. The VaR is the 1 percentile of this distribution.
The VaR for a sector represents the four day downside risk for the aggregate exposures associated with this sector. The current methodology used to calculate the aggregate VaR represents the VaR of the Partnership’s open positions across all market sectors, and is less than the sum of the VaRs for all such market sectors due to the diversification benefit across asset classes.
The Partnership’s VaR computations are based on the risk representation of the underlying benchmark for each instrument or contract and does not distinguish between exchange and non-exchange dealer-based instruments. It is also not based on exchange and/or dealer-based maintenance margin requirements.
VaR models, including the Partnership’s, are continually evolving as trading portfolios become more diverse and modeling techniques and systems capabilities improve. Please note that the VaR model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by the Partnership in its daily risk management activities. Please further note that VaR as described above may not be comparable to similarly titled measures used by other entities.
Because the business of the Partnership is the speculative trading of futures, forwards and options, the composition of the Partnership’s trading portfolio can change significantly over any given time period, or even within a single trading day, which could positively or negatively materially impact market risk as measured by VaR.
The Partnership’s Trading Value at Risk in Different Market Sectors
The following table indicates the average, highest and lowest amount of trading VaR associated with the Partnership’s open positions by market category for the year ended December 31, 2016. During 2016, the Partnership’s average capitalization was $293,026,340. The information presented within the following table is unaudited.
* Percentage total does not foot due to rounding.
Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts during the fiscal year. Average capitalization is the average of the Partnership’s capitalization at the end of each quarter during the fiscal year 2016.
The following table indicates the average, highest and lowest amount of trading VaR associated with the Partnership’s open positions by market category for the year ended December 31, 2015. During 2015, the Partnership’s average capitalization was $349,906,604. The information presented within the following table is unaudited.
* Percentage total does not foot due to rounding.
Average, highest and lowest Value at Risk amounts relate to the quarter-end amounts during the fiscal year. Average capitalization is the average of the Partnership’s capitalization at the end of each quarter during the fiscal year 2015.
Material Limitations of Value at Risk as an Assessment of Market Risk
The following limitations of VaR as an assessment of market risk should be noted:
1)
Past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;
2)
Changes in portfolio value caused by market movements may differ from those of the VaR model;
3)
VaR results reflect past trading positions while future risk depends on future positions;
4)
VaR using a one day time horizon that is then expanded to four days does not fully capture the market risk of positions that cannot be liquidated or hedged within the time period; and
5)
The historical market risk factor data for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements.
VaR is not necessarily representative of historic risk nor should it be used to predict the Partnership’s future financial performance or its ability to manage and monitor risk. There can be no assurance that the Partnership’s actual losses on a particular day will not exceed the VaR amounts indicated or that such losses will not occur more than once in 100 four day trading periods.
Non-Trading Risk
The Partnership has non-trading market risk on fixed income securities held as part of its cash management program. JPMIM will use its best efforts in the management of the assets of the Partnership but provide no guarantee that any profit or interest will accrue to the Partnership as a result of such management.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership’s market risk exposures - except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures - constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnership’s primary market risk exposures as well as the strategies used and to be used by the Trading Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. There can be no assurance that the Partnership’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.
The following were the primary trading risk exposures of the Partnership as of December 31, 2016, by market sector.
Currencies
Exchange rate risk can be a significant market exposure of the Partnership. The Partnership’s currency exposure is to foreign exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions.
Interest Rates
Interest rate risk can be a significant market exposure of the Partnership. Interest rate movements directly affect the price of the sovereign bond 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 the United States and the other G-7 countries. Changes in the interest rate environment will have the most impact on longer dated fixed income positions.
Stock Indices
The Partnership has equity exposure to equity price risk in the countries in which it invests. The stock index futures traded by the Partnership are by law limited to futures on broadly based indices. The Partnership is exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices.
Energy
The Partnership is exposed to energy market risk in relation to natural gas, crude oil and derivative product price movements, often resulting from international political developments and ongoing conflicts in the Middle East and the perceived outcome. Oil and gas prices can be volatile and substantial profits and losses have been experienced in this market.
Metals
The Partnership’s metals market exposure is subject to fluctuations in the price of each of the metals futures contracts in which the Partnership invests.
Agricultural
The Partnership’s agricultural exposure is subject to the fluctuations of the price of each of the agricultural commodity futures contracts that it holds.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the non-trading risk exposures of the Partnership as of December 31, 2016.
Fixed Income Securities
The Partnership has market exposure in instruments (other than treasury positions) held other than for trading in its fixed income portfolio. JPMIM, an affiliate of the Custodian, has authority to make certain investments on behalf of the Partnership. All securities purchased by JPMIM on behalf of the Partnership will be held in the Partnership’s custody account at the Custodian. JPMIM will use its best endeavors in the management of the assets of the Partnership but provides no guarantee that any profit or interest will accrue to the Partnership as a result of such management.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
Winton’s focus within risk management is on targeting, measuring and managing risk. Owing to the leverage inherent in futures trading, position sizes are set according to Winton’s expectation of the risk that such positions will provide, rather than the amount of capital required to fund such positions, and Winton’s Diversified Program strives to maintain a diversified portfolio because holding positions in a variety of unrelated markets has been shown, over time, to decrease system volatility.
Each day, Winton’s trading systems sets volatility parameters (known as the “instantaneous forecast standard deviation”) for each position held in the portfolio. The purpose of these parameters is to estimate the likely size of a market shift (whether up or down), in much the same way as the futures exchanges estimate the likely market shift when deciding how to set the initial margin for a future or the daily price limits for a market. The primary determinant of the daily volatility parameters is the amount of leverage or level of gearing used by the Diversified Program. The derivatives positions’ leverage or gearing may be measured in terms of the Diversified Program’s margin-to-equity ratio in respect of its derivatives positions. This ratio is calculated by dividing the amount of margin posted with the futures commission merchant by the value of the portfolio. The Diversified Program’s long-term annualized volatility target is currently approximately 10%. However, it should be noted that the Diversified Program’s instantaneous forecast standard deviation (defined as the instantaneous risk Winton expects within the 24 hours following that particular instant) may vary outside these limits. In order to target a given level of long-term risk the instantaneous risk is allowed to fluctuate within a range around the long term risk target. In order to achieve the long-term risk target the correlation between different markets is estimated by the Diversified Program, and is employed in the calculation of the overall level of gearing which is regularly reset, typically on a daily basis. Additionally, from time to time, the long-term standard deviation (defined as the long term average risk that Winton expects over a number of months) may also be above or below these limits, thereby having an impact upon the level of gearing used by the Diversified Program. For example, in the event that exceptional market conditions arise, such as the threat of closure of an exchange or other loss of liquidity, it may be determined to operate the Diversified Program at a lower level of gearing.
ITEM 8:
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item are included herewith following the Index to Financial Statements and are incorporated by reference into this Item 8.
The following information presented on a quarterly basis is unaudited.
ITEM 9:
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A:
ITEM 9A: CONTROLS AND PROCEDURES
(a) The General Partner, with the participation of the General Partner’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the period covered by this annual report, and, based on their evaluation, has concluded that these disclosure controls and procedures are effective.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Altegris Advisors, L.L.C., the general partner of the Partnership, is responsible for the management of the Partnership. Management of the General Partner (“Management”) is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Partnership’s internal control over financial reporting includes those policies and procedures that:
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Partnership’s transactions are being made only in accordance with authorizations of Management; and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2016. In making this assessment, Management used the criteria set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2016, the Partnership’s internal control over financial reporting was effective.
(c)
Changes in Internal Control over Financial Reporting
There were no changes in the Partnership’s internal control over financial reporting during the quarter and year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
ITEM 9B:
ITEM 9B: OTHER INFORMATION
None.
PART III
ITEM 10:
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a)
Identification of Directors and Executive Officers
(i) The Partnership has no officers, directors, or employees. The Partnership’s affairs are managed by the General Partner (although it has delegated trading and investment authority to the Advisor and administrative duties to Altegris). The General Partner is indirectly owned by AqGen Liberty Holdings LLC (“AqGen”), an entity owned and controlled by (i) private equity funds managed by Aquiline Capital Partners LLC and its affiliates (“Aquiline”), and by Genstar Capital Management, LLC and its affiliates (“Genstar”), and (ii) certain senior management of the General Partner and its affiliates. Aquiline is a private equity firm located in New York, New York, and Genstar is a private equity firm located in San Francisco, California. The General Partner’s managers and executive officers are Martin Beaulieu, Matthew C. Osborne and Kenneth I. McGuire.
Martin Beaulieu (born 1958) joined Altegris Advisors as its Executive Chairman in July 2016 and is responsible for firm strategy and the day-to-day management of the company. In March 2016, Mr. Beaulieu joined the Board of Directors of Altegris Advisors’ parent company. During the past five years, Mr. Beaulieu was a Managing Director, Co-Head of iShares U.S. ETFs, Head of iShares Wealth Management, and Head of the Leveraged Distribution Group, at BlackRock Investments (August 2012 through October 2015). Mr. Beaulieu served in several senior management roles for MFS Investment Management, a large mutual fund complex (September 1990 through July 2012). These roles included acting, at various times, as MFS’ Vice Chairman, its Head of Global Distribution, its President, and as a National Sales Manager. During his tenure at MFS, he also served as CEO of MFS/McLean Budden. He earned a BA degree from Santa Clara University in 1980.
Matthew C. Osborne (born 1964) was appointed Chief Investment Officer of the General Partner in January 2016. Mr. Osborne has served as a manager of the General Partner (or a director of the General Partner’s predecessor entity, APM) since July 2002. He has also served as a Vice President of APM (July 2002 to January 2011), an Executive Vice President of the General Partner (January 2011 to June 2015) and as Co-President of the General Partner (June 2015 to January 2016). Mr. Osborne has also been (1) an Executive Vice President, Chief Investment Officer and a director of Altegris (July 2002 to May 2010); (2) a manager (December 2008 to present), Executive Vice President (December 2008 to June 2015), Co-President (June 2015 to January 2016), and Chief Investment Officer of Clearing Solutions (January 2016 to present); (3) a manager (February 2010 to present), Executive Vice President (February 2010 to June 2015), Co-President (June 2015 to January 2016), and Chief Investment Officer (January 2016 to present) of Services; and (4) a manager and Executive Vice President of Altegris Holdings (October 2012 to present).
Kenneth I. McGuire (born 1958) is the Chief Operating Officer and a Manager (February 2010 to present), and President of the General Partner. Mr. McGuire also serves as Chief Operating Officer for Services (May 2010 to present). Mr. McGuire also serves as Chief Operating Officer of Altegris Holdings. His duties within the Altegris Companies include supervision of personnel in the software development, information technology, fund operations and futures operations businesses of the Altegris Companies. Mr. McGuire graduated Magna Cum Laude from Hofstra University with a degree in Computer Science/Mathematics and received his MBA with a concentration in Management from Adelphi University.
None of the individuals listed above currently serves as a director of a public company.
(ii) Identification of Certain Significant Employees
None.
(iii) Family Relationships
None.
(iv) Business Experience
See above.
(v) Involvement in Certain Legal Proceedings.
None.
(vi) Promoters and Control Persons
Not Applicable.
(b)
Section 16(a) Beneficial Ownership Reporting Compliance
Not Applicable
(c)
Code of Ethics
The Partnership has no employees, officers or directors and is managed by the General Partner. The General Partner has adopted a Code of Ethics that applies to its principal executive officers and certain other persons associated with the General Partner. A copy of this Code of Ethics may be obtained at no charge by written request to Altegris Advisors, L.L.C., 1200 Prospect Street, Suite 400, La Jolla, CA 92037.
(d)
Corporate Governance
Not applicable.
ITEM 11:
ITEM 11: EXECUTIVE COMPENSATION
The Partnership has no officers, directors, or employees. None of the principals, officers, or employees of the General Partner or Altegris receives compensation from the Partnership. All persons serving in the capacity of officers or executives of the General Partner, the general partner of the Partnership, are compensated by Altegris and/or an affiliate in respect of their respective positions with such entities. The General Partner receives a monthly management fee equal to 1/12 of 1.25% of the management fee net asset value of the month-end capital account balances attributable to Class A and Class B Interests and equal to 1/12 of 0.75% of the management fee net asset value of the month-end capital account balances attributable to Institutional Interests; as well as, 0.0625% (0.75% annually) of all Original Class A Interests, 0.146% (1.75% annually) of all Original Class B Interests, and currently 0.0417% (0.50% annually) of all Special Class Interests of the Partnership’s management net asset value. The General Partner also receives a monthly administrative fee equal to 1/12 of 0.333% of the management fee net asset value of the month-end capital account balances attributable to Class A and Class B Interests.
Altegris receives continuing monthly compensation from the Partnership equal to 1/12 of 2% of the month-end net asset value of Class A Interests sold by Altegris.
Clearing Solutions, in its capacity as Introducing Broker to the Partnership, receives compensation for brokerage-related services. The Partnership will pay monthly brokerage charges equal to the greater of (A) actual commissions of $9.75 per round-turn (higher for certain exchanges or commodities) multiplied by number of round-turn trades, which amount includes other transaction costs; or (B) an amount equal to 0.125% of the management fee net asset value of all Interest holders’ month-end capital account balances (1.50% annually). If actual monthly commissions and transaction costs in (A) above are less than the amount in (B) above, the Partnership will pay the difference to the Introducing Broker as payment for brokerage-related services. In any month when the amount in (A) is greater than the amount in (B) above, the Partnership will pay only the amount described in (A) above.
The Partnership has no other compensation arrangements. There are no compensation plans or arrangements relating to a change in control of the Partnership or the General Partner.
ITEM 12:
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a)
Security ownership of certain beneficial owners
Not applicable.
(b)
Security Ownership of Management
The Partnership has no officers or directors. Under the terms of the Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner, which has delegated discretionary authority over the Partnership’s trading to the Advisor. As of February 28, 2017, the General Partner’s general partner interest in the Partnership was valued at $3,718 which constituted less than 0.001% of the Partnership’s total assets. As of February 28, 2017, the following managers and executive officers of the General Partner owned Interests in the Partnership: None. The direct and indirect holding of Interests of each manager and executive officer and their total aggregate ownership of Interests is 0% of the Partnership’s total assets.
(c)
Changes in Control
None.
ITEM 13:
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Partnership does not engage in any transactions with the General Partner or its affiliates other than in respect of the services and payment of fees therefor described above in Item 1.
The Partnership paid to the General Partner monthly management fees totaling $3,279,777 for the year ended December 31, 2016. The Partnership paid to the General Partner administrative fees totaling $677,177 for the year ended December 31, 2016.
The Partnership paid to Altegris monthly continuing compensation of $472,215 for the year ended December 31, 2016. Clearing Solutions, in its capacity as the Introducing Broker for the Partnership, received from the Partnership’s clearing broker (i.e., SGAS) the following compensation: a portion of the brokerage commissions paid by the Partnership to SGAS, and of the interest income earned on Partnership’s assets held at SGAS, equal to $495,488 for the year ended December 31, 2016. In addition, Clearing Solutions, in its capacity as Introducing Broker, receives from the Partnership, monthly brokerage charges as described in Item 11. For the year ended December 31, 2016 the Partnership paid monthly brokerage charges of $3,867,469.
The Partnership has not and does not make any loans to the General Partner, its affiliates, their respective officers, directors or employees or the immediate family members of any of the foregoing, or to any entity, trust or other estate in which any of the foregoing has any interest, or to any other person.
None of the General Partner, its affiliates, their respective officers, directors and employees or the immediate family members of any of the foregoing, or any entity trust or other estate in which any of the foregoing has any interest has, to date, sold any asset, directly or indirectly, to the Partnership.
The Partnership has no directors, officers or employees and is managed by the General Partner. The General Partner is managed by certain of its principals, none of whom is independent of the General Partner.
ITEM 14:
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth (a) the fees billed to the Partnership for professional audit services provided by Ernst & Young LLP, the Partnership’s independent registered public accountant, for the audit of the Partnership’s annual financial statements for the year ended December 31, 2015 and (b) the fees expected to be billed to the Partnership for professional audit services provided by Ernst & Young LLP for the audit of the Partnership’s annual financial statements for the year ended December 31, 2016.
Audit Fees consist of fees paid to Ernst & Young LLP for (i) the audit of Altegris Winton Futures Fund, L.P.’s annual financial statements included in the annual report on Form 10-K, and review of financial statements included in the quarterly reports on Form 10-Q and filed on Altegris Winton Futures Fund, L.P.’s current reports on Form 8-K; and (ii) services that are normally provided by the Independent Registered Public Accountants in connection with statutory and regulatory filings of registration statements.
Tax Fees consist of fees paid to Ernst & Young LLP for professional services rendered in connection with tax compliance and Partnership income tax return filings.
The managers of the General Partner pre-approve the engagement of the Partnership’s auditor for all services to be provided by the auditor.
PART IV
ITEM 15:
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
The financial statements and balance sheets required by this Item are included herewith, beginning after the signature page hereof, and are incorporated into this Item 15.
Exhibits
The following documents (unless otherwise indicated) are filed herewith and made part of this registration statement.
Exhibit Designation
Description
*3.1
Certificate of Formation of Altegris Winton Futures Fund, L.P.
**4.1
Third Amended and Restated Agreement of Limited Partnership of Altegris Winton Futures Fund, L.P.
*10.1
Advisory Contract between Altegris Winton Futures Fund, L.P., Rockwell Futures Management, Inc.*** and Winton Capital Management Ltd. and Amendment thereto dated June 1, 2008
*10.2
Introducing Broker Clearing Agreement between Fimat USA, LLC**** and Altegris Investments, Inc.
*10.3
Form of Selling Agency Agreement
31.01
Rule 13a-14(a)/15d-14(a) Certifications
32.01
Section 1350 Certifications
______________________
*
These exhibits are incorporated by reference to the exhibits of the same numbers and descriptions filed with the Partnership’s Registration Statement (File No. 000-53348) filed on July 30, 2008 on Form 10-12G under the Securities Exchange Act of 1934.
**
This exhibit is incorporated by reference to the exhibit of the same number and description filed with the registrant’s Annual Report on Form 10-K (File No. 000-53348) filed on March 31, 2015.
***
Rockwell Futures Management, Inc. became Altegris Portfolio Management, Inc., which merged with and into Altegris Advisors, L.L.C.
****
Fimat USA, LLC became Newedge USA, LLC, which merged with and into SG Americas Securities, LLC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 30, 2017
ALTEGRIS WINTON FUTURES FUND, L.P.
By: ALTEGRIS ADVISORS, L.L.C.
By:
/s/ Matthew C. Osborne
Name:
Matthew C. Osborne
Title:
Chief Investment Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the General Partner of the Registrant and in the capacities and on the date indicated.
Title with
Signature
General Partner
Date
/s/ Martin Beaulieu
Executive Chairman, Manager
March 30, 2017
Martin Beaulieu
(Principal Executive Officer)
/s/ Matthew C. Osborne
Chief Investment Officer, Manager
March 30, 2017
Matthew C. Osborne
/s/ Kenneth I. McGuire
President, Chief Operating Officer, Manager
March 30, 2017
Kenneth I. McGuire
(Principal Financial Officer)
(Being the principal executive officer, the principal financial officer and principal accounting officer, and a majority of the managers of Altegris Advisors, L.L.C.)
ALTEGRIS WINTON FUTURES FUND, L.P.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
ALTEGRIS WINTON FUTURES FUND, L.P.
ALTEGRIS WINTON FUTURES FUND, L.P.
AFFIRMATION OF THE COMMODITY POOL OPERATOR
To the Partners of
Altegris Winton Futures Fund, L.P.
To the best of the knowledge and belief of the undersigned, the information contained in this Annual Report for the years ended December 31, 2016, 2015 and 2014 is accurate and complete.
By:
/s/ Kenneth I. McGuire
Altegris Advisors LLC
Commodity Pool Operator for
Altegris Winton Futures Fund, L.P.
By: Kenneth I. McGuire, Chief Operating Officer
Ernst & Young LLP
One Commerce Square
Suite 700
2005 Market Street
Philadelphia, PA 19103
Tel: +1 215 448 5000
Fax: +1 215 448 5500
ey.com
Report of Independent Registered Public Accounting Firm
The General Partner and Limited Partners of Altegris Winton Futures Fund, L.P.
We have audited the accompanying statements of financial condition of Altegris Winton Futures Fund, L.P. (the “Partnership”), including the condensed schedules of investments, as of December 31, 2016 and 2015, and the related statements of income (loss), the statements of changes in partners’ capital (net asset value) and the financial highlights for each of the three years in the period then ended. 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. We were not engaged to perform an audit of the Partnership's 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 and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Altegris Winton Futures Fund, L.P. at December 31, 2016 and 2015, and the results of its operations, the changes in its partners’ capital and the financial highlights for each of the three years in the period then ended in conformity with U.S. generally accepted accounting principles.
March 30, 2017
A member firm of Ernst & Young Global Limited
ALTEGRIS WINTON FUTURES FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2016 and DECEMBER 31, 2015
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2016
*
The rate reported is the effective yield at time of purchase.
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2016
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2016
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2015
*
The rate reported is the effective yield at time of purchase.
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2015
*
The rate reported is the effective yield at time of purchase.
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS (continued)
DECEMBER 31, 2015
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
STATEMENTS OF INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014
See accompanying notes.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
A.
General Description of the Partnership
Altegris Winton Futures Fund, L.P. (the "Partnership") was organized as a limited partnership in Colorado in March 1999, and will continue until December 31, 2035, unless sooner terminated as provided for in the Agreement of Limited Partnership (the "Agreement"), as amended and restated from time to time. The Partnership's general partner is Altegris Advisors, L.L.C. (the "General Partner"). The Partnership speculatively trades commodity futures contracts, options on futures contracts, forward contracts and other commodity interests. The objective of the Partnership's business is appreciation of its assets. The Partnership is subject to the regulations of the Commodity Futures Trading Commission (the "CFTC"), an agency of the United States ("U.S.") government that 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.
B.
Method of Reporting
The Partnership is an investment company in conformity with U.S. generally accepted accounting principles ("U.S. GAAP"). Therefore, the Partnership follows the accounting and reporting guidelines for investment companies. The Partnership's financial statements are presented in accordance with U.S. GAAP. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported fair value of assets and liabilities, disclosures of contingent assets and liabilities as of December 31, 2016 and 2015 and reported amounts of income and expenses for the years ended December 31, 2016, 2015 and 2014. Management believes that the estimates utilized in preparing the Partnership's financial statements are reasonable; however, actual results could differ from these estimates and it is reasonably possible that differences could be material.
C.
Fair Value
In accordance with the authoritative guidance under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date.
In determining fair value, the Partnership uses various valuation approaches. The authoritative guidance under U.S. GAAP establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Partnership.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C.
Fair Value (continued)
Unobservable inputs reflect the Partnership's assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Partnership has the ability to access at the measurement date;
Level 2 - Quoted prices which are not active, or inputs that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
Level 3 - Prices, inputs or exotic modeling techniques which are both significant to the fair value measurement and unobservable (supported by little or no market activity).
The availability of valuation techniques and observable inputs can vary from assets and liabilities and is affected by a wide variety of factors, including the type of asset or liability, whether the asset or liability is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the asset or liability existed. Accordingly, the degree of judgment exercised by the Partnership in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Partnership's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Partnership uses prices and inputs that are current as of the measurement date, including prices and inputs during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many assets and liabilities. This condition could cause an asset or liability to be reclassified to a lower level within the fair value hierarchy.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C.
Fair Value (continued)
The Partnership values futures and options on futures contracts at the closing price of the contract's primary exchange. The Partnership includes futures and options on futures contracts in Level 1 of the fair value hierarchy, as they are exchange traded derivatives.
Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices, which approximates fair value. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. The Partnership includes forward currency contracts in Level 2 of the fair value hierarchy.
The fair value of U.S. government agency bonds and notes is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issue, maturity and seniority. U.S. government agency bonds are categorized in Levels 1 or 2 of the fair value hierarchy. As of December 31, 2016 and 2015 none of the Partnership's holdings in U.S. government agency bonds and notes were fair valued using valuation models.
The fair value of U.S. treasury obligations is generally based on quoted prices. U.S. treasury obligations are categorized in Level 2 of the fair value hierarchy.
The fair value of corporate notes is determined using recently executed transactions, market price quotations (where observable), notes spreads or credit default swap spreads. The spread data used are for the same maturity as that of the notes. If the spread data does not reference the issuer, data that references a comparable issuer is used. When observable price quotations are not available, fair value is determined based on cash flow models with yield curves, bond, or single-name credit default swap spreads and recovery rates based on collateral values as key inputs. These valuation methods represent both a market and income approach to fair value measurement. Corporate notes are categorized in Level 2 of the fair value hierarchy; however, in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy. As of December 31, 2016 and 2015, none of the Partnership's holdings in corporate notes were fair valued using valuation models.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
There were no changes to the Partnership's valuation methodology during the years ended December 31, 2016 and 2015.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C.
Fair Value (continued)
The following table presents information about the Partnership's assets and liabilities measured at fair value as of December 31, 2016 and 2015:
(1)
See Note 7. "Financial Derivative Instruments" for the fair value in each type of contracts within this category.
The Partnership's policy is to recognize any transfers between Level 1 and Level 2 assets as of the Partnership's fiscal year-end.
For the years ended December 31, 2016 and 2015, there were no transfers between Level 1 and Level 2 assets and liabilities. For the years ended December 31, 2016 and 2015, there were no Level 3 securities.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D.
Investment Transactions and Investment Income
Security transactions are recorded on the trade date for financial reporting purposes. Realized gains and losses from security transactions are determined using the specific identification cost method. Change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss). Brokerage commissions and other trading fees are reflected as an adjustment to cost or proceeds at the time of the transaction. Interest income is recorded on an accrual basis.
Gains or losses on futures contracts, options on futures contracts and forward currency contracts are realized when contracts are closed. Net unrealized gains or losses on open contracts (the difference between contract trade price and quoted market price) are reflected in the Statements of Financial Condition. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss). Brokerage commissions on futures and options on futures contracts include other trading fees and are incurred as an expense when contracts are opened, and are recognized as trading gains and losses.
Net realized gains and losses from foreign currency related transactions represent gains and losses from sales of foreign currencies, sales and maturities of futures contracts in foreign markets and foreign currency forward contracts, currency gains and losses realized between trade and settlement dates on securities transactions, and the difference between the amounts of interest and foreign withholding taxes recorded on the Partnership's books and the U.S. Dollar equivalent of the amounts actually received or paid. Net unrealized gain (loss) on other assets and other liabilities denominated in foreign currency arise from changes in the value of assets, other than investments in securities, and liabilities at fiscal year end, resulting from changes in the exchange rates.
J.P. Morgan Chase Bank, N.A. (the "Custodian") is the Partnership's custodian. SG Americas Securities, LLC (the "Clearing Broker") is the Partnership's commodity broker. A portion of the Partnership's assets are held as initial margin or option premiums (in cash or Treasury securities) in the Partnership's brokerage accounts at the Clearing Broker. The Clearing Broker may convert the Partnership's cash in U.S. dollar to foreign currency to facilitate the Partnership's commodity trading activities. At times, the Partnership may carry foreign cash on loan with the Clearing Broker. Any net foreign currency on loan will be recognized in Foreign Currency Due to Broker on the Statements of Financial Condition. The Partnership's Clearing Broker holds margin balances in a single currency, in which all margin requirements can be satisfied in U.S. dollars. Foreign currency balances can also be used to satisfy margin requirements. As of December 31, 2016 and December 31, 2015, the Partnership's restricted cash balance on the Statements of Financial Condition of $23,843,994 and $26,889,019, respectively, represents the collateral pledged by the Partnership to satisfy the Clearing Broker's margin requirements in US Dollars. As of December 31, 2016 and December 31, 2015, the Partnership's restricted foreign currency balance on the Statements of Financial Condition of $3,445,473 and $5,537,351, respectively, represents the collateral pledged by the Partnership to satisfy the Clearing Broker's margin requirements in foreign currency. The Partnership's assets not deposited at the Clearing Broker are deposited with either the Custodian or held in bank cash accounts at Northern Trust Company (and used to pay Partnership operating expenses). For the Partnership's cash deposited at the Custodian, the Partnership receives cash management services from J.P. Morgan Investment Management Inc. ("JPMIM").
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E.
Option Contracts
Generally, an option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy a specified security, currency or other instrument (an ''underlying instrument'') from the writer of the option (in the case of a call option), or to sell a specified security, currency, or other instrument to the writer of the option (in the case of put option) at a designated price. Put and call options that the Partnership may purchase or write may be traded on a national securities exchange or in the over-the-counter (OTC) market. All option positions entered into on a national securities exchange are cleared and guaranteed by the options clearing corporation, thereby reducing the risk of counterparty default. There can be no assurance that a liquid secondary market will exist for any option purchased or sold.
As the buyer of an option, the Partnership has a right to buy (call option) or sell (put option) the underlying instrument at the exercise price. The Partnership may enter into closing sale transactions with respect to options, exercise them, or permit them to expire unexercised. When buying options, the potential loss is limited to the cost (premium plus transaction costs) of the option.
As the writer of a put option, the Partnership has the obligation to buy (call option) or sell (put option) the underlying instrument at the exercise price. When the Partnership writes an option, an amount equal to the premium received by the Partnership is recorded as a liability and subsequently marked to market to reflect the current value of the option written. If the written option expires unexercised, the Partnership realizes a gain in the amount of the premium received. If the Partnership enters into a closing transaction, it recognizes a gain or loss, depending on whether the cost of the purchase is less than or greater than the premium received. If the option is exercised, the Partnership will incur a loss to the extent the difference between the current market value of the underlying instrument and the exercise price exceeds the premium received.
As the writer of a call option, the Partnership retains the risk of loss should the underlying instrument increase in value. If the option is exercised, the Partnership will be required to buy or sell the instrument at the exercise price. Accordingly, these transactions result in off-balance sheet risk, as the Partnership's ultimate obligation may exceed the amount indicated in the Statements of Financial Condition.
As of December 31, 2016 and 2015, the Partnership did not hold any option contracts.
E.
Futures Contracts
The Partnership engages in futures contracts as part of its investment strategy. Upon entering into a futures contract, the Partnership is required to deposit with the broker an amount of cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the initial margin. Subsequent payments ("variation margin") are made or received by the Partnership each day, depending on the daily fluctuations in the value of the contract, and are included in unrealized gain/loss on futures contracts. Due to broker amounts on the Statements of Financial Condition represent the amount of any short fall in the Fund's required cash margin. The Partnership recognizes a realized gain or loss when the contract is closed.
There are several risks in connection with the use of futures contracts as an investment option. The change in value of futures contracts primarily corresponds with the value of their underlying instruments. In addition, there is the risk that the Partnership may not be able to enter into a closing transaction because of an illiquid secondary market. Open positions in futures contracts at December 31, 2016 and 2015 are reflected within the Condensed Schedules of Investments.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
F.
Forward currency contracts
Forward currency contracts are entered into as an economic hedge against foreign currency exchange rate risk related to portfolio positions. A forward currency contract is an obligation to purchase or sell a currency against another currency at a future date at an agreed upon price and quantity. Forward currency contracts are traded over-the-counter and not on an organized exchange. Forward currency contracts help to manage the overall exposure to the foreign currency backing some of the investments held by the Partnership. Each contract is marked-to-market daily and the change in market value is recorded by the Partnership as an unrealized gain or loss. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The use of forward currency contracts involves the risk that counterparties may not meet the terms of the agreement or unfavorable movements in the value of a foreign currency relative to the U.S. dollar. Open forward currency contracts at December 31, 2016 and 2015 are reflected within the Condensed Schedules of Investments.
H.
Foreign Currency Transactions
The Partnership's functional currency is the U.S. dollar; however, it may transact business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the Statements of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in the Statements of Income (Loss).
I.
Cash
At times, the Partnership's cash balance could exceed the insured amount under the Federal Deposit Insurance Corporation ("FDIC"). The Partnership has not experienced any losses in such accounts and believes it is not subject to any significant counterparty risk related to its cash account.
Both restricted cash and restricted foreign currency are held as margin collateral for futures transactions.
J.
Offering Costs
Offering costs incurred in connection with the ongoing offering of the Partnership's interests are borne by the Partnership. These costs include, but are not limited to, legal fees pertaining to updating the Partnership's offering documents and materials, accounting and printing costs. These costs are charged as an expense when incurred.
K.
Income Taxes
The Partnership is treated as a partnership for U.S. federal income tax purposes. As such, the partners are individually liable for their own distributable share of taxable income or loss. No provision has been made in the accompanying financial statements for U.S., federal, state, or local income taxes.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
K.
Income Taxes (continued)
The Partnership is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Partnership recording a tax liability that reduces ending partners' capital. Based on its analysis, the Partnership has determined that it has not incurred any liability for unrecognized tax benefits as of December 31, 2016 and 2015. However, the Partnership's conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Partnership is subject to income tax examinations by major taxing authorities for all tax years since 2013.
The Partnership recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the years ended December 31, 2016, 2015 and 2014.
L.
Reclassifications
Certain amounts in the 2015 financial statements were reclassified to conform to the 2016 presentation.
NOTE 2 - PARTNERS' CAPITAL
A.
Capital Accounts and Allocation of Income and Losses
The Partnership accounts for subscriptions and redemptions on a per partner capital account basis.
The Partnership consists of the General Partner's Interest, Original Class A Interests, Original Class B Interests, Special Interests, Class A Interests, Class B Interests and Institutional Interests. Original Class A Interests and Original Class B Interests were issued prior to July 1, 2008 and are no longer issued to limited partners in the Partnership (each a "Limited Partner" and collectively the "Limited Partners"). Class A Interests, Class B Interests and Institutional Interests were first issued by the Partnership on July 1, 2008. Income or loss (prior to management fees, administrative fees, service fees and incentive fees) are allocated pro rata among the Limited Partners based on their respective capital accounts as of the end of each month, in which the items accrue pursuant to the terms of the Partnership's Agreement. Original Class A Interests, Original Class B Interests, Special Interests, Class A Interests, Class B Interests and Institutional Interests are then charged with their applicable management fee, administrative fee, service fee and incentive fee in accordance with the Agreement.
No Limited Partner of the Partnership shall be liable for any debts or liabilities of the Partnership or any losses thereof in excess of such Limited Partner's capital contributions, except as may be required by law.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 - PARTNERS' CAPITAL (CONTINUED)
B.
Subscriptions, Distributions and Redemptions
Investments in the Partnership are made by subscription agreement, subject to acceptance by the General Partner.
The Partnership is not required to make distributions, but may do so at the sole discretion of the General Partner. A Limited Partner may request and receive redemption of capital, subject to restrictions set forth in the Agreement. The General Partner may request and receive redemption of capital, subject to the same terms as any Limited Partner. The partners may withdraw their interests on a monthly basis upon at least 15 days' prior written notice, subject to the discretion of the General Partner. No distributions were made for the years ended December 31, 2016, 2015 and 2014.
NOTE 3 - RELATED PARTY TRANSACTIONS
A.
General Partner Management Fee
The General Partner receives a monthly management fee from the Partnership equal to 0.0625% (0.75% annually) for Original Class A, 0.146% (1.75% annually) for Original Class B, and currently 0.0417% (0.50% annually) for Special Interests of the Partnership's net asset value apportioned to each Partner's capital account at the beginning of the month, before deduction of any accrued incentive fees related to the current quarter (the "management fee net asset value"). The General Partner receives a monthly management fee from the Partnership equal to 0.104% (1.25% annually) for Class A and Class B, and 0.0625% (0.75% annually) for Institutional Interests of the Partnership's management fee net asset value. The General Partner may declare any Limited Partner a "Special Limited Partner" and the management fees or incentive fees charged to any such partner may be different than those charged to other Limited Partners.
Total Management Fees earned by the General Partner for the years ended December 31, 2016, 2015 and 2014 are shown on the Statements of Income (Loss).
B.
Administrative Fee
The General Partner receives a monthly administrative fee from the Partnership equal to 0.0275% (0.33% annually) of the Partnership's management fee net asset value attributable to Class A and Class B Interests. For the years ended December 31, 2016, 2015 and 2014, administrative fees for Class A Interests were $480,945, $549,804 and $608,618, respectively and administrative fees for Class B Interests were $196,232, $274,068 and $350,991, respectively. General Partner's Interest, Original Class A, Original Class B, Special Interests and Institutional Interests did not get charged the administrative fee.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)
C.
Altegris Investments, Inc. and Altegris Futures, L.L.C.
Altegris Investments, L.L.C. ("Altegris Investments"), an affiliate of the General Partner, is registered as a broker-dealer with the SEC and effective as of December 31, 2014, was converted from an Arkansas corporation (Altegris Investments, Inc.) to a Delaware limited liability company. For the year ended December 31, 2014, Altegris Futures, L.L.C. ("Altegris Futures"), an affiliate of the General Partner and an introducing broker registered with the CFTC, was the Partnership's introducing broker. For the years ended December 31, 2016 and 2015, Altegris Clearing Solutions, L.L.C. (Altegris Clearing Solutions), an affiliate of the General Partner and an introducing broker registered with the CFTC, was the Partnership's introducing broker. On December 31, 2014, Altegris Futures was merged with and into Altegris Clearing Solutions and thereafter dissolved. Altegris Clearing Solutions was the surviving entity (Altegris Futures and Altegris Clearing Solutions are referred to collectively as the "introducing broker" of the Partnership).
Altegris Investments has entered into a selling agreement with the Partnership whereby it receives 2% per annum as continuing compensation for Class A Interests sold by Altegris Investments that are outstanding at month end. The Partnership's introducing broker receives a portion of the commodity brokerage commissions paid by the Partnership to the Clearing Broker and interest income retained by the Clearing Broker. Additionally, the Partnership pays to its clearing brokers and its introducing broker, at a minimum, brokerage charges at a flat rate of 0.125% (1.5% annually) of the Partnership's management fee net asset value. Brokerage charges may exceed the flat rate described above, depending on commission and trading volume levels, which may vary.
At December 31, 2016 and 2015, respectively, the Partnership had commissions and brokerage fees payable to its introducing broker of $250,185 and $347,920, and service fees payable to Altegris Investments of $34,849 and $42,997, respectively.
The following tables show the fees paid to Altegris Investments and its introducing broker for the years ended December 31, 2016, 2015 and 2014:
The amounts above are included in Brokerage Commissions and Service Fees on the Statements of Income (Loss), respectively. The amounts shown on the Statements of Income (Loss) include fees paid to non-related parties.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - ADVISORY CONTRACT
The Partnership's trading activities are conducted pursuant to an advisory contract with Winton Capital Management, Ltd. ("Advisor"). The Partnership pays the Advisor a quarterly incentive fee of 20% of the trading profits (as defined in the Agreement). However, the quarterly incentive fee is payable only on cumulative profits, calculated separately for each partner's interest achieved from commodity trading (as defined in the Agreement). The incentive fee is accrued on a monthly basis and paid quarterly. Total incentive fees earned by the Advisor for the years ended December 31, 2016, 2015 and 2014 are shown on the Statements of Income (Loss).
All Interest holders will be assessed a monthly management fee paid to Winton of 0.083% of the management fee net asset value of each holder’s month-end capital account balance (1.00% annually), with the exception of Original Class A Interests. In addition, the General Partner has assigned a portion of its management fees earned to the Advisor. For the years ended December 31, 2016, 2015 and 2014 management fees for Class A Interests were $1,457,412, $1,666,104 and $1,844,301, respectively, management fees for Class B Interests were $594,642, $830,528 and $1,063,609, respectively, management fees for Original Class B Interests were $29,636, $48,546 and $51,579, respectively, management fees for Special Interests were $165,771, $157,900 and $229,731, respectively and management fees for Institutional Interests were $635,532, $697,141 and $816,281, respectively. General Partner’s Interest and Original Class A Interests did not get charged the management fee.
NOTE 5 - SERVICE FEES
Original Class A Interests and Class A Interests pay selling agents an ongoing monthly payment of 0.166% of the month-end net asset value (2% annually) of the value of interests sold by them which are outstanding at month-end as compensation for their continuing services to the Limited Partners. Institutional Interests may pay selling agents, if the selling agent so elects, an ongoing monthly payment of 0.0417% (0.50% annually) of the value of Institutional Interests sold by them which are outstanding at month-end as compensation for their continuing services to the Limited Partners holding Institutional Interests. For the years ended December 31, 2016, 2015 and 2014 service fees for General Partner's Interest, were $76, $77 and $73, respectively, service fees for Class A Interests were $2,887,681, $3,292,054 and $3,689,291, respectively, service fees for Original Class A Interests were $351,802, $431,411 and $541,253, respectively and service fees for Institutional Interests were $17,439, $11,394 and $15,184, respectively. Class B, Original Class B and Special Interests did not get charged the service fees.
NOTE 6 - BROKERAGE COMMISSIONS
The Partnership is subject to monthly brokerage charges equal to the greater of: (A) actual commissions and expenses paid to the Clearing Broker by the Partnership; or (B) an amount equal to 0.125% of the management fee net asset value of all Limited Partners' month-end capital account balances (1.50% annually) (the "Minimum Amount").
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - BROKERAGE COMMISSIONS (CONTINUED)
If actual commissions and expenses paid to the Clearing Broker in a month (in (A) above) are less than the Minimum Amount, the Partnership will pay to the Introducing Broker the difference as payment for brokerage-related services, including, but not limited to, monitoring trade, execution, clearing, custodial and distribution services provided to the Partnership. If actual commissions and expenses paid to the Clearing Broker in a month (in (A) above) are greater than the Minimum Amount, the Partnership pays only the amounts described in (A) above. The Partnership's payment of brokerage commissions to the Clearing Broker for clearing trades on its behalf, and payments to the Introducing Broker for brokerage-related services, if any, are reflected on the Statements of Income (Loss) as Brokerage Commissions.
NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS
The Partnership engages in the speculative trading of futures, options on futures, and forward currency contracts for the purpose of achieving capital appreciation. None of the Partnership's derivative instruments are designated as hedging instruments, as defined in the Derivatives and Hedging Topic of the Accounting Standards Codification ("ASC"), nor are they used for other risk management purposes. The Advisor and General Partner actively assess, manage and monitor risk exposure on derivatives on a contract basis, a sector basis (e.g., interest rate derivatives, agricultural derivatives, etc.), and on an overall basis in accordance with established risk parameters. Due to the speculative nature of the Partnership's derivative trading activity, the Partnership is subject to the risk of substantial losses from derivatives trading.
The following presents the fair value of derivative contracts at December 31, 2016 and 2015. The fair value of derivative contracts is presented as an asset if in a gain position and a liability if in a loss position. Fair value is presented on a gross basis in the table below even though the futures and forward contracts qualify for net presentation in the Statements of Financial Condition.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)
The following presents the trading results of the Partnership's derivative trading and information related to the volume of the Partnership's derivative activity for the years ended December 31, 2016, 2015 and 2014.
The below captions of "Realized" and "Change in Unrealized" correspond to the captions in the Statements of Income (Loss) for gain (loss) on trading of derivatives contracts.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)
(1)
The numbers of long contracts closed using average cost for the years ended December 31, 2016, 2015, and 2014 were 576,557, 556,397, and 702,178, respectively. The numbers of short contracts closed using average cost for average cost for the years ended December 31, 2016, 2015, and 2014 were (393,444), (522,035), and (634,673), respectively. These long and short numbers are representative of the Partnership's volume of derivative activity for forward currency contracts during those years.
(2)
These closed contract amounts are representative of the Partnership's volume of derivative activity for futures contracts during the year.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)
With respect to futures contracts and options on futures contracts, the Partnership has entered into an agreement with the Clearing Broker which grants the Clearing Broker the right to offset recognized derivative assets and derivative liabilities if certain conditions exist, which would require the Clearing Broker to liquidate the Partnership's positions. These events include the following: (i) the Clearing Broker is directed or required by a regulatory or self-regulatory organization, (ii) the Clearing Broker determines, at its discretion, that the risk in the Partnership's account must be reduced for protection of the Clearing Broker, (iii) upon the Partnership's breach or failure to perform on its contractual agreements with the Clearing Broker, (iv) upon the commencement of bankruptcy, insolvency or similar proceeding for the protection of creditors against the Partnership, or (v) upon the dissolution, winding-up, liquidation or merger of the Partnership.
With respect to foreign currency forward contracts, the Partnership has entered into an agreement with the Clearing Broker, whereby the party having the greater obligation (either the Partnership or the Clearing Broker) shall deliver to the other party at the settlement date the net amount of recognized derivative assets and liabilities.
The following table summarizes the disclosure requirements for offsetting assets and liabilities:
Offsetting the Financial Assets and Derivative Assets
Offsetting the Financial Liabilities and Derivative Liabilities
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - FINANCIAL DERIVATIVE INSTRUMENTS (CONTINUED)
Offsetting the Financial Assets and Derivative Assets
Offsetting the Financial Liabilities and Derivative Liabilities
(1)
The Partnership posted additional collateral of $27,289,467 for 2016 and $32,426,370 for 2015, with the Clearing Broker. The Partnership may post collateral due to a variety of factors that may include, without limitation, initial margin or other requirements that are based on notional amounts which may exceed the fair value of the derivative contract.
NOTE 8 -FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES
The Partnership participates in the speculative trading of commodity futures contracts, options on futures contracts and forward currency contracts, substantially all of which are subject to margin requirements. The minimum amount of margin required for each contract is set from time to time in response to various market factors by the respective exchanges and interbank market makers. Further for futures contracts and options on futures contracts, the Clearing Broker has the right to require margin in excess of the minimum exchange requirement. Risk arises from changes in the value of these contracts (market risk) and the potential inability of brokers or interbank market makers to perform under the terms of their contracts (credit risk).
The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over the counter transactions because, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective individual counterparties. For forward currency contracts, the Partnership is subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain on forward currency contracts.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 8 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND UNCERTAINTIES (CONTINUED)
All of the contracts, with the exception of forward currency contracts, currently traded by the Partnership are exchange traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions because, in over-the-counter transactions, the Partnership must rely solely on the credit of its respective individual counterparties. However, in the future, if the Partnership were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any.
The Partnership also has credit risk since the sole counterparty to all domestic futures contracts is the exchange clearing corporation. In addition, the Partnership bears the risk of financial failure by the Clearing Broker. The Partnership's policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting and control procedures. In addition, the Partnership has a policy of reviewing the credit standing of each clearing broker or counterparty with which it conducts business.
The Partnership has a substantial portion of its assets on deposit with the Custodian in U.S. government agency bonds and notes and corporate notes. Risks arise from investments in bonds and notes due to possible illiquidity and the potential for default by the issuer or counterparty. Such instruments are also sensitive to changes in interest rates and economic conditions.
NOTE 9 - 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.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 10 - FINANCIAL HIGHLIGHTS
The following information presents the financial highlights of the Partnership for the years ended December 31, 2016, 2015 and 2014. This information has been derived from information presented in the financial statements.
Total return and the ratios to average net asset value are calculated for each class of Limited Partners' capital taken as a whole. An individual Limited Partner's total return and ratios may vary from the above returns and ratios due to the timing of their contributions and withdrawals and differing fee structures.
(1)
Excludes incentive fee.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 10 - FINANCIAL HIGHLIGHTS (CONTINUED)
Total return and the ratios to average net asset value are calculated for each class of Limited Partners' capital taken as a whole. An individual Limited Partner's total return and ratios may vary from the above returns and ratios due to the timing of their contributions and withdrawals and differing fee structures.
(1)
Excludes incentive fee.
ALTEGRIS WINTON FUTURES FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 11 - SUBSEQUENT EVENTS
Management of the Partnership evaluated subsequent events through the date these financial statements were issued, and concluded that no events subsequent to December 31, 2016 have occurred that would require recognition or disclosure, except as noted below.
From January 1, 2017 through March 30, 2017, the Partnership had subscriptions of $3,718,159 and redemptions of $16,040,416.