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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________ to ___________
Commission file number 333-52543
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Tudor Fund For Employees L.P.
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(Exact name of registrant as specified in its charter)
Delaware 13-3543779
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(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
1275 King Street, Greenwich, Connecticut 06831
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (203) 863-6700
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Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
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N/A N/A
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Securities registered pursuant to Section 12(g) of the Act:
N/A
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(Title of class)
N/A
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
(Cover page 1 of 2 pages)
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405.)
Not Applicable
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Not Applicable
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DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statements; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Partnership's Registration Statement on Form S-1, File No. 333-52543, as
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amended, dated June 8, 1998 - Part IV
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(cover page 2 of 2 pages)
PART I
ITEM 1. BUSINESS.
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(a). GENERAL DEVELOPMENT OF BUSINESS. Tudor Fund For Employees
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L.P., a Delaware limited partnership (the "Partnership"), was formed on November
22, 1989. The business and objective of the Partnership is to generate
appreciation of its assets through speculative trading of futures, forwards,
option contracts and other derivative instruments, including commodity interests
(collectively,"derivative instruments"). Only employees of Tudor Investment
Corporation ("TIC") or its affiliates, and certain employee benefit plans of TIC
or its affiliates, are eligible to become limited partners (each such owner a
"Limited Partner") of the Partnership.
Second Management LLC, a Delaware limited liability company and the general
partner of the Partnership (the "General Partner" and together with the Limited
Partners, the "Partners"), is responsible for selecting and monitoring the
commodity trading advisors and brokers used by the Partnership and for
performing all administrative services necessary to the Partnership's
operations. The General Partner's main business office is located at 1275 King
Street, Greenwich, Connecticut 06831, telephone (203) 863-6700, facsimile (203)
863-8600.
In connection with a public offering of 10,000 units of Limited Partnership
Interest (together with units of General Partnership Interest issued to the
General Partner, the "Units"), an S-1 Registration Statement was filed with the
Securities and Exchange Commission on June 20, 1990. Beginning on June 22, 1990,
the Partnership solicited initial subscriptions for Units at an offering price
of $1,000 per Unit, with a minimum subscription of $1,000. At the initial
closing held on July 2, 1990, the Partnership sold a total of 421 Units for an
aggregate capital contribution of $421,000 and 400 units of general partnership
interest for an aggregate capital contribution of $400,000 and commenced trading
activities. The Partnership registered an additional 10,000 units of Limited
Partnership Interest pursuant to an S-1 Registration Statement (the
"Registration Statement") that became effective on June 9, 1998.
Units are offered for sale on a continuous basis (the "Continuing Offering") at
quarterly closings at a purchase price equal to 100% of the Net Asset Value per
Unit as of the opening of business on the first business day of the month in
which the General Partner accepts the subscription. The minimum subscription is
$1,000. Amounts in excess of this minimum must be contributed in increments of
$1,000.
Management. The General Partner conducts and manages the business of the
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Partnership. The General Partner is authorized to delegate complete trading
authority of all of the Partnership's Net Assets to one or more trading
advisors. The General Partner has appointed TIC as the Partnership's sole
trading advisor pursuant to a management agreement between TIC and the
Partnership (the "Management Agreement"). The Management Agreement may be
terminated at any time upon twenty-four hours written notice to the other party.
The General Partner, on behalf of the Partnership, may engage and compensate
from the funds of the Partnership, such persons as the General Partner deems
advisable, including any person or entity affiliated with the General Partner.
The General Partner is also authorized to retain commodity brokers.
Other responsibilities of the General Partner include, but are not limited to,
the following: determining whether the Partnership will make distributions;
administering redemptions of Limited Partners' Units; preparing account
statements, filings, registrations and other documents required by applicable
regulatory bodies, exchanges, or boards; depositing the Partnership's assets in
an account or accounts
at banks or brokers selected by the General Partner; directing the investment of
the Partnership's assets; executing various documents on behalf of the
Partnership and the Limited Partners; and supervising the liquidation of the
Partnership if an event causes the termination of the Partnership to occur.
Professional fees and other. The Partnership pays its ordinary administrative
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expenses, including the ordinary and recurring legal, accounting and auditing
expenses incurred in connection with preparing and printing reports and tax
information for Limited Partners and regulatory bodies, and mailing costs and
filing fees. Such expenses were $143,721, $162,807 and $111,279 for the years
ended December 31, 2001, 2000 and 1999.
Compensation of the Trading Advisor. Pursuant to the Management Agreement, the
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Partnership pays TIC a quarterly incentive fee equal to 12% of the "Trading
Profits" (as defined in the Registration Statement) earned as of the end of each
fiscal quarter and receives a monthly management fee equal to 1/12 of 2% of the
Net Assets (a 2% annual rate). TIC waived its right to receive incentive and
management fees attributable to Units held at the beginning of each month by the
Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the "TIC
401(k) Plan").
For definitions of the terms "Management Agreement", "Trading Profits", "Charges
and Expenses", "Trading Managers", "Net Asset Value per Unit" and "Net Assets",
refer to the Registration Statement.
The General Partner estimates that, considering the above charges, the
Partnership may have to generate gross profits of up to approximately 1% of the
Partnership's average annual Net Assets, depending on trading volume and the
interest income it receives, simply to break even. It is contemplated that the
greatest of these charges will be brokerage commissions (estimated at up to
approximately 1% of the Partnership's average annual Net Assets) even though the
General Partner endeavors to negotiate rates that are reasonable based on
comparable industry standards.
Commodity Brokers. The Partnership's commodity trading accounts are carried by
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its commodity brokers including Prudential Securities Incorporated, Bear Stearns
Securities Corp., Salomon Smith Barney Inc., Lehman Brothers Inc., Morgan
Stanley & Co. Incorporated, Morgan Stanley & Co International Limited, Goldman,
Sachs & Co., Cargill Investor Services, Inc., J.P. Morgan Futures, Inc., Merrill
Lynch Futures Inc., Barclays Capital, Inc. The General Partner in its sole
discretion may at any time appoint new commodity brokers. The commodity brokers
are responsible for holding and maintaining the Partnership's funds, commodities
and other property; executing and/or clearing trades for the Partnership's
accounts; and performing other record keeping and preparing and transmitting to
the Partnership daily confirmations of transactions and monthly statements of
account, calculating equity balances and margin requirements for the
Partnership's account and other similar administrative functions.
Foreign Exchange Dealer. Since inception, the Partnership has engaged in the
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trading of foreign exchange forward and metal forward contracts with Bellwether
Partners LLC, a Delaware limited liability company ("BPL"), or its predecessor
Bellwether Partners Inc. BPL is an affiliate of both the General Partner and
TIC.
Regulation. Congress enacted the Commodity Exchange Act as amended, (the "CE
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Act"), to regulate trading in commodity interests, the exchanges on which they
are traded, the individual brokers who are members of such exchanges and the
commodity professionals and commodity brokerage houses that trade in these
commodity interests. The Commodity Futures Trading Commission ("CFTC") is an
independent federal agency which administers the CE Act and is authorized to
promulgate rules thereunder. Under the CE Act, the CFTC is empowered, among
other things to (i) hear and
adjudicate customer complaints against all individuals and firms registered or
subject to registration under the CE Act; (ii) seek injunctions and restraining
orders; (iii) issue orders to cease and desist; and (iv) levy substantial fines.
Transactions in spot or forward contracts or on exchanges located outside the
United States may not be within the jurisdiction of the CFTC, and to the extent
that the Partnership engages in such transactions, it may be engaging in
"unregulated" transactions.
Both the General Partner and TIC are registered with the CFTC as commodity pool
operators ("CPO") and commodity trading advisors ("CTA") as defined in the CE
Act. As such, each is subject to regulation by the CFTC. If the registration of
the General Partner were suspended, revoked or not renewed, the Partnership
would no longer be able to trade until a substitute general partner could be
duly elected and registered. If the registration of TIC as a CTA was suspended,
revoked or not renewed, TIC would not be permitted by the General Partner to
advise the Partnership.
The CFTC has adopted extensive regulations affecting CPOs and CTAs which, among
other things, requires distribution of disclosure documents to new customers,
requires the retention of current trading and other records, prohibits CPOs from
commingling pool assets with those of the operator or its other customers and
requires CPOs to provide their customers with monthly account statements and
annual reports.
Limited Partners are afforded certain rights for reparations under the CE Act.
Limited Partners may also be able to maintain a private right of action for
certain violations of the CE Act. The CFTC has adopted rules implementing the
reparations provision of the CE Act which provide that any person may file a
complaint for a reparation award with the CFTC for violation of the CE Act
against a floor broker, futures commission merchant, CTA, CPO or their
respective associated persons.
In order to prevent excessive speculation and attempted undue concentrated
control in certain markets ("market corners"), the CFTC and certain United
States exchanges have imposed speculative position limits on transactions in
certain commodity interest contracts. In addition, certain exchanges have set
limits on the total net positions that may be held by a commodity broker.
Position limits are subject to certain exemptions, such as bona fide hedging
transactions. While foreign exchanges do not generally impose position limits,
such limits are set by many of the member firms. The Partnership is subject to
the rules and regulations of the various exchanges on which it trades.
The General Partner is a member of the National Futures Association ("NFA"), a
self-regulatory organization authorized by the CFTC. The NFA became operational
in 1982 and has assumed certain functions which were previously the
responsibility of the CFTC, (e.g., audits of registrants). Among other things,
the NFA has assumed responsibility for all CFTC registrations; has developed
training and proficiency standards for members; and has established arbitration
procedures for its members and customers of its members.
(b). FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. The Partnership's
---------------------------------------------
business constitutes only one segment, a speculative commodity pool, for
financial reporting purposes.
(c). NARRATIVE DESCRIPTION OF BUSINESS.
---------------------------------
(1) See discussion under Item 1 (a) above.
(i) - (ix): Not applicable.
(x) Competition. The Partnership experiences and will continue to
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experience competition from publicly and privately offered commodity pools and
other investment funds, such as
mutual funds. The Partnership also competes with other customers of TIC and with
affiliates of the General Partner that trade proprietary trading accounts. Under
TIC's trading method, all commodity-only accounts under management (other than
proprietary accounts) are generally traded in a parallel fashion, with
substantially equivalent trades made for all accounts on a proportional basis.
When TIC trades commodity interest contracts on behalf of an investment pool or
a customer with narrower or broader investment parameters, hedging, loss
reduction, arbitrage and similar strategies often mandate that such accounts be
traded in a manner that is not parallel with commodity-only accounts. Thus, the
Partnership is in competition with such accounts for the same or similar
positions at a particular time in a particular market. The widespread
utilization of trend-based and technical computerized trading methods by many
participants in the commodities markets causes similar trades to be made at or
about the same time which increases competition for the Partnership as described
above.
The General Partner and TIC have a conflict of interest in managing the
Partnership because BPL executes on foreign exchange forward contracts for the
Partnership. This involves posting collateral with BPL in amounts of up to 5% of
the Partnership's Net Assets. Although, BPL has unrestricted use of these funds,
it does not receive a fee for its services. Many of the employee traders of the
Trading Advisor are also employees of BPL. There is no affiliation, and
consequently there is no conflict of interest, between the clearing brokers and
the General Partner, TIC or BPL.
The Partnership trades in markets in competition with other traders whose assets
are greater than its assets.
(xi) - (xii): Not applicable.
(xiii): The Partnership has no employees; however, the General
Partner has arranged for TIC to fulfill its management and administrative
responsibilities.
(d). FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC CORPORATIONS AND
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EXPORT SALES. The Partnership has engaged in the trading of commodity interest
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contracts on exchanges located in foreign countries and has derived significant
revenue therefrom. See Note 7 included in the Partnership's financial statements
attached hereto.
ITEM 2. PROPERTIES.
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The Partnership does not utilize any physical properties in the conduct of its
business.
ITEM 3. LEGAL PROCEEDINGS.
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The Partnership is not aware of any material pending legal proceedings to which
it is a party or to which any of its assets are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNIT HOLDERS.
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To date, there have been no items which have been presented to the Unit holders.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S UNITS AND RELATED UNIT HOLDER MATTERS.
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(a) MARKET FOR REGISTRANT'S UNITS. There is no established public trading
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market for the Units. There have been no general distributions by the
Partnership since its organization. Pursuant to the Partnership Agreement, the
General Partner has the sole discretion to determine what distributions, if any,
the Partnership will make to its Partners.
Limited Partners may redeem some or all of their respective Units at the end of
each calendar quarter. Redemption of Units in $1,000 increments and full
redemption by a Limited Partner of all of its Units are made at 100% of the Net
Asset Value per Unit effective as of the last business day of any quarter as
defined in the Limited Partnership Agreement. Partial redemptions of Units which
would reduce the Net Asset Value of a Limited Partner's unredeemed Units to less
than the minimum investment then required of new Limited Partners or such
Limited Partner's initial investment, whichever is less, will be honored only to
the extent of such limitation.
(b) USE OF PROCEEDS. The Partnership initially registered 10,000 Units of
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Limited Partnership Interest pursuant to a registration statement (Commission
file number 33-33982) that was declared effective on June 22, 1990. The
Partnership registered an additional 10,000 Units of Limited Partnership
Interest on June 9, 1998 (commission file number 33-52543). Of the 20,000 Units
that have been registered, 13,665 Units having an aggregate value of $42,917,302
had been sold through January 1, 2002.
ITEM 6. SELECTED FINANCIAL DATA.
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2001 2000 1999 1998 1997
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Revenues $ 8,850,572 $ 5,538,110 $ 1,981,370 $ 5,159,521 $ 3,362,714
Expenses 1,554,422 1,035,471 684,010 962,387 649,909
----------- ----------- ----------- ----------- -----------
Net Income $ 7,296,150 $ 4,502,639 $ 1,297,360 $ 4,197,134 $ 2,712,805
----------- ----------- ----------- ----------- -----------
Total Assets $33,669,386 $27,918,377 $22,242,164 $18,265,036 $17,166,451
----------- ----------- ----------- ----------- -----------
Partners' Capital $31,790,384 $22,161,072 $16,332,215 $14,891,112 $ 9,495,687
----------- ----------- ----------- ----------- -----------
Units Outstanding 3,560.390 3,123.135 2,846.856 2,786.401 2,382.864
----------- ----------- ----------- ----------- -----------
NAV Per Unit $ 8,928.90 $ 7,095.78 $ 5,736.93 $ 5,344.21 $ 3,984.99
----------- ----------- ----------- ----------- -----------
Change in NAV Per Unit $ 1,833.12 $ 1,358.85 $ 392.72 $ 1,359.22 $ 848.53
----------- ----------- ----------- ----------- -----------
Net Income Per Unit $ 1,897.59 $ 1,337.56 $ 378.91 $ 1,327.46 $ 845.18
----------- ----------- ----------- ----------- -----------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS.
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The Partnership commenced operations on July 2, 1990. From inception through
January 1, 2002, the Partnership received total Limited Partner contributions of
$42,917,302. Total Limited Partner withdrawals for the same period were
$34,554,533. In addition, the General Partner has contributed $1,900,000 since
inception. The General Partner redeemed $2,000,000 on March 31, 1994 and
$1,400,000 on December 31, 1996. The General Partner's equity interest in the
Partnership as of January 1, 2002 was approximately $1,755,250, representing
approximately 5% of the Partnership's equity. At January 1, 2002, the
Partnership had a total of 111 Partners.
As specified in the Second Amended and Restated Limited Partnership Agreement
dated May 22, 1996, the Partnership may accept investments from certain employee
benefit plans of affiliates to the extent that such investment does not exceed
25% of the aggregate value of outstanding Units, excluding Units held by the
General Partner and affiliates. On August 1, 1995, the Partnership accepted an
initial investment of $99,306 from the Tudor Investment Corporation 401(k)
Savings and Profit Sharing Plan (the "TIC 401(k) Plan"), a qualified plan
organized for the benefit of employees of TIC and certain of its affiliates. The
Partnership has received TIC 401(k) Plan contributions in the aggregate amount
from inception through January 1, 2002 of $3,472,624. The TIC 401(k) Plan's
equity in the Partnership as of January 1, 2002 was approximately $6,345,005,
representing approximately 18.8% of the Partnership equity or approximately
21.3% of the Partnership equity excluding Units held by the General Partner and
affiliates. TIC has waived its right to receive management and incentive fees
attributable to Units held by the TIC 401(k) Plan. Furthermore, on August 1,
1995, BPL ceased charging commissions for transacting the Partnership's foreign
exchange forward and commodity contracts.
(1) LIQUIDITY.
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The Partnership's assets are deposited and maintained with banks, BPL, or in
trading accounts with clearing brokers, and are used by the Partnership as
margin and collateral to engage in futures, option, and forward contract
trading. Since the Partnership's sole purpose is to trade in futures, options,
forward contracts and other commodity interests contracts, it is anticipated
that the Partnership will continue to maintain substantial liquid assets for
margin purposes. Net Interest income for the years ended December 31, 2001, 2000
and 1999 was $1,174,097, $1,203,878, and $842,756 which represented 4.0%, 6.2%,
and 4.9% of average net assets.
In the context of the commodity or futures trading industry, cash and cash
equivalents are part of the Partnership's inventory. Cash and cash equivalents
represented approximately 89% and 91% of the Partnership's total assets as of
December 31, 2001 and 2000. The cash and cash equivalents satisfy the
Partnership's need for cash on both a short term and long term basis.
Since futures contract trading generates a significant percentage of the
Partnership's income, any restriction or limit on that trading may render the
Partnership's investment in futures contracts illiquid. Most commodity exchanges
limit fluctuations in certain commodity contract prices during a single day by
regulations referred to as "daily price fluctuation limits" or "daily limits."
Pursuant to such regulations, during a single trading day, no trade may be
executed at a price beyond the daily limits. If the price for a contract or a
particular commodity has increased or decreased by an amount equal to the "daily
limit", positions in such contracts can neither be taken nor liquidated unless
traders are willing to effect trades at or within the limit. Commodity prices
have occasionally moved the daily limit for several consecutive days with little
or no trading. Such market conditions could prevent the Partnership from
promptly liquidating its commodity positions.
(2) CAPITAL RESOURCES.
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The Partnership does not have, nor does it expect to have, any fixed assets.
Redemptions and additional sales of Units in the future will impact the amount
of funds available for investments in commodity interest contracts in subsequent
periods. As the amount of capital changes, the size of the positions taken by
the Partnership is adjusted.
The Partnership is currently open to new investments which can be made
quarterly. Such investments are limited to employees of TIC and its affiliates
and certain employee benefit plans, including, but not limited to, the TIC
401(k) Plan.
(3) RESULTS OF OPERATIONS.
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The following table compares Net Asset Value per Unit for the years ended
December 31, 2001, 2000 and 1999.
Net Asset Value Increase in Net Asset
Value Per Unit per Unit For the Year Ended
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December 31, 2001 $ 8,928.90 $ 1,833.12 25.83%
December 31, 2000 $ 7,095.78 $ 1,358.85 23.69%
December 31, 1999 $ 5,736.93 $ 392.72 7.35%
Net trading gains and losses (includes realized and unrealized trading gains,
losses and commissions ("Net Trading Gains")) from strategies that use a variety
of derivative financial instruments are recorded in the statements of
operations. The following table summarizes the components (in thousands) of Net
Trading Gains, for the years ended December 31, 2001, 2000 and 1999:
2001 2000 1999
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Exchange traded contracts:
Interest rate futures and option contracts $ 3,167 $ 1,794 $ 491
Foreign exchange contracts 2,578 480 (1,370)
Equity index contracts 1,547 1,493 (258)
Over-the-counter contracts:
Forward currency 554 1,147 884
Commodity swaps (615) (125) 59
Equity index swaps 73 157 (99)
Interest rate swaps (112) 129 236
Non-financial derivative instruments 289 (957) 981
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Total $ 7,481 $ 4,118 $ 924
======== ======== ========
Since the Partnership is a speculative trader in the commodities markets,
current year results are not comparable to results generated in previous years.
The following table illustrates the Partnership's Net Trading Gains as a return
on average Net Assets, brokerage commissions and fees as a percentage of average
Net Assets, and incentive fees as a percentage of Net Trading Gains.
For the Year Ended
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December 31, December 31, December 31,
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2001 2000 1999
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Net Trading Gains as a % of average Net Assets 25.74% 21.26% 5.31%
Brokerage Commissions & Fees as a % of average Net Assets 0.64% 1.10% 1.20%
Incentive Fees as a % of Net Trading Gains 9.40% 8.25% 6.73%
In general, commission rates have remained stable during the past three years.
Inflation is not expected to be a major factor in the Partnership's operations,
except that traditionally commodity markets have tended to be more active, and
thus potentially more profitable, during times of high inflation. Since the
commencement of the Partnership's trading operations in July 1990, inflation has
not been a major factor in the Partnership's operations.
(4) RISK MANAGEMENT.
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The Partnership is subject to changes in value resulting from the market and
credit risk associated with the financial instruments which are traded. TIC
takes an active role in managing the Partnership's market and counterparty risks
and has established formal procedures which are reviewed on an ongoing basis.
TIC has developed a set of guidelines and policies which are designed to
maintain risk within parameters which are appropriate and necessary to achieve
targeted rates of return. These guidelines and policies include quantitative and
qualitative criteria for individual risk factors as well as for aggregate risk.
TIC's Risk Management Department, in conjunction with various senior personnel
from different disciplines throughout TIC and its affiliates, regularly assesses
and evaluates the Partnership's potential exposures to market risk based on
analyses performed by the department.
The Risk Management Department's responsibilities include: evaluating the
positions taken by traders in various instruments and markets globally and
assessing the market risk associated with all of those positions. TIC's Risk
Management Department uses a statistical technique known as Value at Risk
("VaR") to assist in measuring market risk. The VaR model is a proprietary
system, and is one of several tools used to monitor and review the Partnership's
trading portfolios. The VaR model projects potential losses of the portfolio
based on a historical simulation methodology which uses two years of historical
data, a one-day holding period and a one standard deviation level. These figures
can be scaled up to indicate risk at the 95% or 99% confidence level.
The following table illustrates the VaR for each component of market risk as of
December 31, 2001. The dollar values represent the VaR scaled up to a 95%
confidence level.
VaR
Risk Factors (95% Confidence)
------------ ------------------------
Exchange traded contracts:
Interest rate contracts 53,603
Foreign exchange contracts 626,874
Equity index contracts 6,109
Over the counter contracts
Equity Swaps 4,887
Currency contracts 13
Non-financial derivative instruments 100,465
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791,951
As a writer of options, the Partnership receives a premium upon initial
settlement and then bears the risk of changes in the price of the financial
instrument underlying the option. Swaps, forward
rate agreements, forward currency contracts and OTC foreign currency options are
traded in unregulated markets.
Derivative instruments are bi-lateral agreements which result in credit exposure
between counterparties. Exchange traded derivatives settle through clearing
houses backed by multiple members and present relatively low credit risk. OTC
derivatives are settled with individual counterparties and, therefore, present
potential concentrated credit exposure risk. TIC attempts to minimize credit
risk exposure to trading counterparties and brokers through the use of
bi-lateral collateral agreements ("Collateral Agreements") with OTC derivative
counterparts and through formal credit policies and monitoring procedures. TIC
has a formal Credit Committee, comprised of senior managers from different
disciplines throughout TIC and its affiliates, that meets regularly to analyze
the credit risks associated with the Partnership's counterparties,
intermediaries and service providers. A significant portion of the Partnership's
positions, including cash and due from brokers, are invested with or held at top
tier banks and securities dealers. TIC establishes counterparty exposure limits
and specifically designates which product types are approved for trading. The
Partnership attempts to reduce its credit risk by establishing stringent credit
terms in its legal trade documentation (i.e. ISDA agreements, master netting
agreements, etc.) with its counterparties. In addition, the TIC monitors
exposure levels and actively moves collateral with counterparties to reduce
exposure.
Futures and forwards are typically liquidated by entering into offsetting
contracts with the same counterparty. Swaps and forward rate agreements are
either liquidated or held to maturity. For these instruments the unrealized gain
or loss, rather than the contract or notional amounts, represents the present
value of future net cash requirements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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See attached financial statements for:
Statements of Financial Condition as of December 31, 2001 and 2000
Condensed Schedule of Investments as of December 31, 2001
Statements of Operations for the years ended December 31, 2001, 2000
and 1999
Statements of Changes in Partners' Capital for the years ended
December 31, 2001, 2000 and 1999
Notes to Financial Statements, December 31, 2001, 2000 and 1999
The financial statements presented have been prepared pursuant to
rules and regulations of the Securities and Exchange Commission
("SEC") and, in the opinion of management of the General Partner,
includes all adjustments necessary for a fair statement of each year
presented.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
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FINANCIAL DISCLOSURE.
--------------------
None
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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Second Management LLC, a Delaware limited liability company (the "General
Partner"), is the general partner of the Partnership. The General Partner's
principal office is located at 1275 King Street, Greenwich, Connecticut
06831; Telephone No. 203-863-6700; and Facsimile No. 203-863-8600. The
General Partner is registered with the CFTC as a CPO and CTA and is a
member of the NFA in such capacities.
Tudor Investment Corporation, a Delaware corporation ("TIC"), is the
Trading Advisor to the Partnership. TIC's principal office is located at
1275 King Street, Greenwich, Connecticut 06831; Telephone No. 203-863-6700;
and Facsimile No. 203-863-8600. TIC is registered with the CFTC as a CPO
and CTA and is a member of the NFA in such capacities.
TIC and its United Kingdom affiliate, Tudor Capital (U.K.), L.P., act as
general partner and/or trading advisor or sub-advisor to other United
States and non-United States investment funds that invest in global
(including emerging market) fixed income and equity securities, currencies,
commodities, and derivatives.
Paul Tudor Jones, II, age 47, is the Chairman, the Chief Executive Officer,
and the controlling principal of Tudor. Mr. Jones formed Tudor in 1980, and
has operated the company continuously since 1983. Mr. Jones is a member of
the Commodity Exchange, Inc., the New York Board of Trade, Inc., the
Chicago Board of Trade, and the Chicago Mercantile Exchange. In addition,
Mr. Jones is a member of the Board of Directors of the Cantor Fitzgerald
Futures Exchange. Mr. Jones served as Chairman of the New York Cotton
Exchange (which is now a division of the New York Board of Trade, Inc.)
from August 1992 through June 1995. Mr. Jones is the Founder and a Director
of The Robin Hood Foundation, a charitable foundation, and is a Director of
the National Fish and Wildlife Foundation and The Everglades Foundations
Inc.
Mark F. Dalton, age 51, is the President of Tudor. Prior to joining Tudor
in September 1988, Mr. Dalton was employed by Kidder, Peabody & Co.
Incorporated where he served in various senior
positions, including Chief Financial Officer. Mr. Dalton is also a director
of Progenics Pharmaceuticals, Inc., Cathay Investment Fund Limited, and
certain non-for-profit educational and charitable organizations.
John G. Macfarlane, III, age 47, is the Chief Operating Officer and a
Managing Director of Tudor. Prior to joining Tudor in January 1998, Mr.
Macfarlane was employed by Salomon Brothers and its affiliates where he
served in various senior positions, including Managing Director and head of
United States and Asian Fixed Income Derivatives, and Treasurer. Mr.
Macfarlane does not participate in the trading of customer accounts of
Tudor or its affiliates.
Andrew S. Paul, age 49, is a Managing Director, the General Counsel and the
Secretary of Tudor. Mr. Paul joined Tudor in July 1989. Mr. Paul does not
participate in the trading of customer accounts for Tudor or its
affiliates.
James J. Pallotta, age 44, is a Managing Director and the Director-U.S.
Equities Group of Tudor. Prior to joining Tudor in August 1993, Mr.
Pallotta was a principal portfolio manager at Essex Investment Management
Company, Inc. He joined Essex in 1983 as a Vice President, became a Senior
Vice President and the Director of Research in 1989, and commenced managing
client funds in January 1989. Mr. Pallotta is also a director of certain
non-for-profit educational and charitable organizations.
Mark V. Houghton-Berry, age 43, is a Managing Director of the affiliates of
Tudor that maintain offices in Surrey, England. Prior to joining Tudor in
July 1995, Mr. Houghton-Berry was an Executive Director and Head of
Proprietary Trading in London with Goldman Sachs International.
Robert P. Forlenza, age 46, is a Managing Director of Tudor. Prior to
joining Tudor in January 1995, Mr. Forlenza was a Vice President of
Carlisle Capital Corporation, a private leveraged buyout firm, where he was
responsible for the management of several of its portfolio companies. Mr.
Forlenza is a director of PRT Group Inc. and various private companies in
the United States.
Richard L. Fisher, age 48, is an outside Director of Tudor. Since September
1983, Mr. Fisher has been a Managing Director of Dunavant Enterprises, Inc.
Mr. Fisher has been a Director of Tudor since June 1991. Mr. Fisher does
not participate in the trading or day-to-day management Tudor or its
affiliates.
John R. Torell, age 39, is a Managing Director and the Chief Financial
Officer of Tudor. Mr. Torell joined Tudor in May 1994. Mr. Torell does not
participate in the trading of customer accounts of Tudor or its affiliates.
There have been no material administrative, civil or criminal actions
against the General Partner, TIC or any of their executive officers or
directors within the last five years.
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
The Partnership has no officers or directors. The General Partner
administers the business and affairs of the Partnership. Mr. Jones, the
Chairman, Chief Executive Officer and controlling shareholder of the
General Partner receives no compensation from the Partnership. TIC earned
$1,215,170, $656,067, and $357,955 in incentive and management fees from
the Partnership during 2001, 2000 and 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners. As of January 1,
-----------------------------------------------
2002, the only Unit holders who owned more than five percent (5%) of the
total Units outstanding were:
NAME ADDRESS NO. UNITS PERCENT
---- ------- --------- -------
Tudor 401k Savings and 1275 King Street 710.614 18.8%
Profit-Sharing Plan Greenwich, CT 06831
James Pulaski c/o Tudor Investment Corporation 231.326 6.1%
1275 King Street
Greenwich, CT 06831
Robert P. Forlenza (1) c/o Tudor Investment Corporation 229.498 6.1%
1275 King Street
Greenwich, CT 06831
Second Management LLC 1275 King Street 196.581 5.2%
Greenwich, CT 06831
(1) Robert P. Forlenza is a Managing Director and a Director of TIC.
(b) Security Ownership of Management. As of January 1, 2002, the
--------------------------------
General Partner and the executive officers of the General Partner
collectively owned 11.85% of the outstanding interests in the
Partnership. As of January 1, 2002, in addition to the persons
identified in the table above, Mark Dalton and Andrew Paul, each
of whom is a principal of both the General Partner and Tudor,
owned 118.8156 Units (3.14%) and 133.6957 Units (3.53%),
respectively.
(c) Changes in Control. There have been no changes in control of the
------------------
Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
(a) Transactions with Management and Others.
---------------------------------------
See Item 1(a), GENERAL DEVELOPMENT OF BUSINESS, MANAGEMENT; Item 1(c)
------------------------------- ----------
(1)(x), NARRATIVE DESCRIPTION OF BUSINESS, COMPETITION; Item 11,
--------------------------------- -----------
__________________
EXECUTIVE COMPENSATION; and Note 6 - "Related Party Transactions" of
----------------------
"Notes To Financial Statements" in the accompanying Financial
Statements.
(b) Certain Business Relationships.
------------------------------
(1) None.
(2) The Partnership incurred incentive and management fees
payable to TIC of $1,215,170, $656,067 and $357,955 for the
years ended December 31, 2001, 2000, and 1999, which were in
excess of 10% of the Partnership's total revenue of
$8,850,572, $5,538,110, and $1,981,370 for the respective
periods referred to above.
(3) None.
(4) Not applicable.
(5) Not applicable.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
---------------------------------------------------------------
(a) 1. Financial Statements.
---------------------
The following financial statements and report of independent public
accountants are set forth in the annexed financial statements:
Report of Independent Public Accountants
Statements of Financial Condition as of December 31, 2001 and
2000
Condensed Schedule of Investments as of December 31, 2001
For the years ended December 31, 2001, 2000 and 1999:
Statements of Operations
Statements of Changes in Partners' Capital
Notes to Financial Statements, December 31, 2001, 2000 and 1999
The Partnership meets all the provisions of SFAS No. 102, Paragraph 7,
"Statement of Cash Flows - Exemption of Certain Enterprises and
Classification of Cash Flows from Certain Securities Required for
Resale." Therefore, statements of cash flows have not been provided.
2. No financial statement schedules are required to be filed.
---------------------------------------------------------
3. Exhibits. (unless otherwise indicated, each Exhibit was
--------
previously filed and has not been amended in any material
respect).
1.01 Form of Selling Agreement among Cargill Investor Services,
Inc., Second Management LLC, and the Partnership.
3.01 Form of Second Amended and Restated Limited Partnership
Agreement of the Partnership.
3.02(a) Certificate of Limited Partnership of the Partnership.
3.02(b) Amendment to the Certificate of Limited Partnership of the
Partnership.
10.01(a) Form of Amended and Restated to Customer Foreign Exchange
Agreement between the Partnership and Bellwether Partners
LLC.
10.02(a) Form of Management Agreement among the Partnership, Second
Management Company, Inc. (succeeded by Second Management
LLC), and Tudor Investment Corporation.
10.02(b) Form of Amendment to Management Agreement among the
Partnership, Second Management Company, Inc., and Tudor
Investment Corporation.
10.03(a) Form of Subscription Agreement and Power of Attorney to be
executed by purchasers of Units who are individuals.
10.03(b) Form of Subscription Agreement and Power of Attorney to be
executed by a Trustee of the Tudor Investment Corporation
401(k) Savings and Profit-Sharing Plan.
10.03(c) Form of Representations to be made by participants in the
Tudor Investment Corporation 401(k) Savings and Profit
Sharing Plan.
10.03(d) Form of Subscription Agreement for use in making additions to
existing accounts.
10.04(a) Form of Escrow Agreement among the Partnership, Seventh
Management, Inc., and United States Trust Company of New
York.
10.04(b) Form of Amendment to Escrow Agreement among the Partnership,
Cargill Investor Services, Inc., and United States Trust
Company of New York.
99.1 Letter to the Securities and Exchange Commission pursuant to
Temporary Note 3T. (filed herewith)
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the year ended December 31,
2001.
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.
TUDOR FUND FOR EMPLOYEES L.P.
By: SECOND MANAGMENT LLC,
General Partner
By: /s/ Mark F. Dalton
-------------------
Mark F. Dalton
President
DATE: March 28, 2002
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SECOND MANAGEMENT LLC
By: /s/ Paul T. Jones, II March 28, 2002
---------------------------------------
Paul T. Jones, II, Chairman and
Chief Executive Officer
By: /s/ Mark F. Dalton March 28, 2002
---------------------------------------
Mark F. Dalton, President
By: /s/ John Macfarlane, III March 28, 2002
---------------------------------------
John Macfarlane, III, Managing Director and
Chief Operating Officer
By: /s/ John R. Torell March 28, 2002
---------------------------------------
John R. Torell, Managing Director and
Chief Financial Officer
By: /s/ Andrew S. Paul March 28, 2002
---------------------------------------
Andrew S. Paul, Managing Director,
General Counsel and Secretary
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Tudor Fund For Employees L.P.:
We have audited the accompanying statements of financial condition of Tudor Fund
For Employees L.P. (a Delaware limited partnership) as of December 31, 2001 and
2000, including the condensed schedule of investments as of December 31, 2001,
and the related statements of operations and changes in partners' capital for
each of the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tudor Fund For Employees L.P.
as of December 31, 2001 and 2000, and the results of its operations for each of
the three years in the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States.
/s/ Arthur Andersen LLP
New York, New York
March 5, 2002
TUDOR FUND FOR EMPLOYEES L.P.
------------------------------
STATEMENTS OF FINANCIAL CONDITION
---------------------------------
DECEMBER 31, 2001 AND 2000
--------------------------
ASSETS 2001 2000
------ ------------- -------------
Cash and cash equivalents $ 29,804,258 $ 25,307,514
Due from brokers 3,865,128 2,610,863
------------- -------------
Total assets 33,669,386 27,918,377
============= =============
LIABILITIES AND PARTNERS' CAPITAL
------------------------------------
LIABILITIES:
Pending partner additions $ 1,525,056 $ 4,931,369
Redemptions payable 187,808 369,794
Incentive fee payable - 339,869
Management fee payable 85,100 29,661
Accrued professional fees and other 81,038 86,612
------------- -------------
Total liabilities 1,879,002 5,757,305
------------- -------------
PARTNERS' CAPITAL:
Limited partners, 20,000 units authorized and 3,363.810
and 2,926.555 units outstanding as of December 31, 2001 and 2000 30,035,126 20,766,179
General Partner, 196.580 units outstanding as of
December 31, 2001 and 2000 1,755,258 1,394,893
------------- -------------
Total partners' capital 31,790,384 22,161,072
------------- -------------
Total liabilities and partners' capital $ 33,669,386 $ 27,918,377
============= =============
The accompanying notes are an integral part of these statements.
TUDOR FUND FOR EMPLOYEES L.P.
-----------------------------
CONDENSED SCHEDULE OF INVESTMENTS
---------------------------------
DECEMBER 31, 2001
------------------
---------- ---------- --------- Percent of
North ---------- --------- Partners'
America Asia Europe Total Capital
---------- ---------- --------- ----------- ------------
OTC OPTIONS, at market value:
OTC Foreign Exchange Option $ - $ 352,710 - 352,710 1.11%
---------- ---------- --------- ----------- ------------
Total securities, at market value
(cost $111,609) - 352,710 - 352,710 1.11
---------- ---------- --------- ----------- ------------
FUTURES, at market value:
Index futures (24,950) (5,300) - (30,250) (.10)
Interest rate futures - 101,645 - 101,645 .33
Foreign exchange futures 220 - - 220 .00
Commodity futures (30,894) - - (30,894) (.10)
---------- ---------- --------- ----------- ------------
Total futures, at market value (55,624) 96,345 - 40,721 .13
---------- ---------- --------- ----------- ------------
FOREIGN EXCHANGE
FORWARDS,
at market value - 97,393 215,973 313,366 99
---------- ---------- --------- ----------- ------------
EQUITY SWAPS, at market value: 643,367 - - 643,367 2.02
---------- --------- --------- ----------- ------------
Total investments, at market value $ 587,743 $ 546,448 $ 215,973 $ 1,350,164 4.25%
========== ========== ========= =========== ============
The accompanying notes are an integral part of this schedule.
TUDOR FUND FOR EMPLOYEES L.P.
-----------------------------
STATEMENTS OF OPERATIONS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
----------------------------------------------------
2001 2000 1999
--------- ---------- ----------
REVENUES:
Net realized trading gain $6,890,015 $4,697,983 $1,048,971
Change in net unrealized trading gain (loss) 778,210 (373,658) 84,556
Interest income 1,182,347 1,213,785 847,843
---------- ---------- ----------
Total revenues 8,850,572 5,538,110 1,981,370
---------- ---------- ----------
EXPENSES:
Brokerage commissions and fees 187,282 206,690 209,689
Management fee 512,176 316,198 295,771
Incentive fee 702,994 339,869 62,184
Professional fees and other 143,721 162,807 111,279
Interest expense 8,249 9,907 5,087
---------- ---------- ----------
Total expenses 1,554,422 1,035,471 684,010
---------- ---------- ----------
Net income $7,296,150 $4,502,639 $1,297,360
========== ========== ==========
LIMITED PARTNERS' NET INCOME $6,935,785 $4,235,516 $1,220,159
GENERAL PARTNER'S NET INCOME 360,365 267,123 77,201
---------- ---------- ----------
Net income $7,296,150 $4,502,639 $1,297,360
========== ========== ==========
Change in Net Asset Value Per Unit $ 1,833.12 $ 1,358.85 $ 392.72
---------- ---------- ----------
Net Income Per Unit $ 1,897.59 $ 1,337.56 $ 378.91
---------- ---------- ----------
The accompanying notes are an integral part of these statements.
TUDOR FUND FOR EMPLOYEES L.P.
-----------------------------
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
----------------------------------------------------
Limited Partners General Partner Net Asset
------------------------------ ----------------------------- Total Value
Units Capital Units Capital Capital Per Unit
---------- ------------- ------------- ------------ ----------- ---------
PARTNERS' CAPITAL, January 1, 1999 2,589.821 $13,840,543 196.580 $ 1,050,569 14,891,112 $5,344.21
Net income - 1,220,159 - 77,201 1,297,360
TIC 401(k) Plan unit adjustment (Note 3) 14.141 - - - -
Capital contributions 1,051.500 5,489,765 - - 5,489,765
Redemptions (1,005.186) (5,346,022) - - (5,346,022)
---------- ------------ ------------ ----------- ------------
PARTNERS' CAPITAL, December 31, 1999 2,650.276 $15,204,445 196.580 $ 1,127,770 $ 16,332,215 $5,736.93
----------- ------------ ------------ ----------- ------------
Net income - 4,235,516 - 267,123 4,502,639
TIC 401(k) Plan unit adjustment (Note 3) 27.169 - - - -
Capital contributions 959.408 5,416,452 - - 5,416,452
Redemptions (710.298) (4,090,234) - - (4,090,234)
--------- ------------ ------------ ----------- ------------
PARTNERS' CAPITAL, December 31, 2000 2,926.555 $20,766,179 196.580 $ 1,394,893 $ 22,161,072 $7,095.78
Net income - 6,935,785 - 360,365 7,296,150
TIC 401(k) Plan unit adjustment (Note 3) 32.780 - - - -
Capital contributions 1,295.726 9,626,183 - - 9,626,183
Redemptions (891.251) (7,293,021) - - (7,293,021)
----------- ----------- ------------ ----------- ------------
PARTNERS' CAPITAL, December 31, 2001 3,363.810 $30,035,126 196.580 $ 1,755,258 $ 31,790,384 $8,928.90
=========== =========== ============ =========== ============
The accompanying notes are an integral part of these statements
TUDOR FUND FOR EMPLOYEES L.P.
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2001, 2000, AND 1999
---------------------------------
1. ORGANIZATION AND BUSINESS
-------------------------
Tudor Fund For Employees L.P. (the "Partnership") was organized under the
Delaware Revised Uniform Limited Partnership Act (the "Act") on November 22,
1989, and commenced trading operations on July 2, 1990. Second Management LLC
(the "General Partner") is the general partner of the Partnership. Tudor
Investment Corporation ("TIC"), an affiliate of the General Partner, acts as the
trading advisor of the Partnership. The General Partner is registered with the
Commodity Futures Trading Commission as a Commodity Pool Operator and a
Commodity Trading Advisor and is a member of the National Futures Association in
such capacities. Ownership of limited partnership units is restricted to either
employees of TIC and its principals or its affiliates.
The objective of the Partnership is to realize capital appreciation through
speculative trading of futures, forwards, option contracts and other derivative
instruments, including commodity interests (collectively, "derivative
instruments"). The Partnership will terminate on December 31, 2010 or at an
earlier date if certain conditions occur as outlined in the Second Amended and
Restated Partnership Agreement dated as of May 22, 1996 (the "Limited
Partnership Agreement").
Duties of the General Partner
- -----------------------------
The General Partner acts as the commodity pool operator of the Partnership and
is responsible for the selection and monitoring of the commodity trading
advisors and the commodity brokers used by the Partnership. The General Partner
is also responsible for the performance of all administrative services necessary
to the Partnership's operations.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
-------------------------
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents include cash held at banks and overnight time
deposits.
Due from Brokers
- ----------------
Due from brokers primarily consists of cash balances carried as margin deposits
with clearing brokers for the purpose of trading in securities, futures
contracts and other derivative instruments. Also included in due from brokers
are the unrealized gains and losses on open
futures contracts and other derivative instruments, as reflected on the
condensed schedule of investments.
Pending Partner Additions
- -------------------------
Pending partner additions is comprised of cash received prior to year-end for
which units were issued on January 1 of the subsequent year. Pending partner
additions did not participate in the earnings of the Partnership until the
related units were issued.
Revenue Recognition and Valuation Methodologies
- -----------------------------------------------
Trading activities, including related revenues and expenses, are recorded on a
trade date basis. Interest income and expense are recorded on the accrual basis.
For derivative instruments, fair value is generally based upon independent
market values when available from major exchanges or, if none are available, at
independent broker quotations. Additionally, in determining fair value,
management utilizes pricing models with market quoted inputs and also considers
closing exchange prices of related instruments, time value of money, volatility
factors of the underlying instruments, and other market terms.
Brokerage Commissions and Fees
- ------------------------------
These expenses represent all brokerage commissions, exchange, National Futures
Association and other fees incurred in connection with the execution and
clearing of commodity interests trades. Commissions and fees associated with
open commodity interests at the end of the year are accrued.
Service Agreement
- -----------------
The Partnership has entered into an agreement with CITCO Fund Services USA, Inc.
(the "Service Company"), under which the Service Company provides necessary
accounting services to the Partnership, including maintenance of the financial
books and records. The Service Company has waived its right to receive any
payment for these services.
Incentive Fee
- -------------
The Partnership pays TIC, as trading advisor, an incentive fee equal to 12% of
the Net Trading Profits (as defined in the Limited Partnership Agreement),
earned as of the end of each fiscal quarter of the Partnership. Since inception
of the TIC 401(k) Savings and Profit-Sharing Plan (the "TIC 401(k) Plan"), TIC
has waived its right to receive an incentive fee attributable to units held at
the beginning of each month by the TIC 401(k) Plan.
Management Fee
- --------------
The Partnership also pays TIC, for the performance of its duties, a monthly
management fee equal to 1/12 of 2% (2% per annum) of the Partnership's net
assets (as defined in the Limited Partnership Agreement). Since inception of the
TIC 401(k) Plan, TIC has waived its right to receive a management fee
attributable to units held by the TIC 401(k) Plan.
Foreign Currency Translation
- ----------------------------
Assets and liabilities denominated in foreign currencies are translated at
year-end exchange rates. Gains and losses resulting from foreign currency
transactions are calculated using daily exchange rates and are included in the
accompanying statements of operations.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Management believes that the estimates utilized in preparing
the financial statements are reasonable and prudent; however, actual results
could differ from these estimates.
Accounting Pronouncement
- ------------------------
In September of 2000, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities - a
replacement of FASB Statement No. 125". SFAS 140 amended the recognition and
reclassification of collateral and disclosures related to securitization
transactions and collateral. These changes are effective for fiscal years ending
after December 15, 2000. SFAS 140 also amended the accounting for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001. The SFAS 140 provisions did not impact the Partnership's
financial statements.
3. CAPITAL ACCOUNTS
----------------
The minimum subscription amount is $1,000 for new Limited Partners. Additional
contributions may be made in increments of $1,000. Both subscriptions and
contributions may be made quarterly, at the beginning of the respective month.
Each partner, including the General Partner, has a capital account with an
initial balance equal to the amount such partner paid for its units. The
Partnership's net assets are determined monthly, and any increase or decrease
from the end of the preceding month is added to or subtracted from the capital
accounts of the partners based on the ratio that the balance of each capital
account bears in relation to the balance of all capital accounts as of the
beginning of the month. The number of units held by the TIC 401(k) Plan will be
restated as necessary for management and incentive fees attributable to units
held at the beginning of each month by the TIC 401(k) Plan to
equate the per unit value of the TIC 401(k) Plan's capital account with the
Partnership's per unit value.
4. REDEMPTION OF UNITS
-------------------
At each quarter-end, units are redeemable at the discretion of each limited
partner. Redemption of units in $1,000 increments and full redemption of all
units are made at 100% of the net asset value per unit effective as of the last
business day of any quarter as defined in the Limited Partnership Agreement.
Partial redemptions of units, which would reduce the net asset value of a
limited partner's unredeemed units to less than the minimum investment then that
required of new limited partners or such limited partner's initial investment,
whichever is less, will be honored only to the extent of such limitation.
5. INCOME TAXES
------------
The Partnership has not made any provisions for U.S. federal and state income
taxes since the partners are responsible for reporting income or loss based
upon their respective share of revenue and expense.
6. RELATED PARTY TRANSACTIONS
--------------------------
The General Partner, due to its relationship with its affiliates and certain
other parties, may enter into certain related party transactions.
Bellwether Partners LLC ("BPL"), a Delaware limited liability company and an
affiliate of the General Partner, is the Partnership's primary forward contract
counterparty. Effective August 1, 1995, BPL ceased charging commissions for
transacting the Partnership's foreign exchange and commodity forward contracts.
The Partnership typically has on deposit with BPL, as collateral for forward
contracts, up to 4% of the Partnership's net assets. During 2001, 2000 and 1999,
the Partnership earned interest income of $39,413, $37,163, and $30,518,
respectively, from deposits of collateral with BPL. At December 31, 2001, 2000
and 1999, the amounts on deposit with BPL were $1,187,258, $1,128,484 and
$540,796 (including $313,366, ($2,428) and $74,335, respectively, in unrealized
trading gains (losses)).
7.FINANCIAL INSTRUMENTS WITH
OFF-BALANCE SHEET MARKET RISK
AND CONCENTRATION OF CREDIT RISK
- --------------------------------
The Partnership is subject to changes in value resulting from the market and
credit risk associated with the financial instruments which are traded. TIC
takes an active role in managing the Partnership's market and counterparty risks
and has established formal procedures which are reviewed on an ongoing basis.
TIC has developed a set of guidelines and policies which are designed to
maintain risk within parameters which are appropriate and necessary to achieve
targeted rates of return. These guidelines and policies include quantitative and
qualitative criteria for individual risk factors as
well as for aggregate risk. TIC's Risk Management Department, in conjunction
with various senior personnel from different disciplines throughout TIC and its
affiliates, regularly assesses and evaluates the Partnership's potential
exposures to market risk based on analyses performed by the department.
The Risk Management Department's responsibilities include: evaluating the
positions taken by traders in various instruments and markets globally and
assessing the market risk associated with all of those positions. TIC's Risk
Management Department uses a statistical technique known as Value at Risk
("VaR") to assist in measuring market risk. The VaR model is a proprietary
system, and is one of several tools used to monitor and review the Partnership's
trading portfolios. The VaR model projects potential losses of the portfolio
based on a historical simulation methodology which uses two years of historical
data, a one-day holding period and a 99% confidence level.
As a writer of options, the Partnership receives a premium upon initial
settlement and then bears the risk of changes in the price of the financial
instrument underlying the option. Swaps, forward rate agreements, forward
currency contracts and OTC foreign currency options are traded in unregulated
markets.
Derivative instruments are bi-lateral agreements which result in credit exposure
between counterparties. Exchange traded derivatives settle through clearing
houses backed by multiple members and present relatively low credit risk. OTC
derivatives are settled with individual counterparties and, therefore, present
potential concentrated credit exposure risk. TIC attempts to minimize credit
risk exposure to trading counterparties and brokers through the use of
bi-lateral collateral agreements ("Collateral Agreements") with OTC derivative
counterparts and through formal credit policies and monitoring procedures. TIC
has a formal Credit Committee, comprised of senior managers from different
disciplines throughout TIC and its affiliates, that meets regularly to analyze
the credit risks associated with the Partnership's counterparties,
intermediaries and service providers. A significant portion of the Partnership's
positions, including cash and due from brokers, are invested with or held at top
tier banks and securities dealers. TIC establishes counterparty exposure limits
and specifically designates which product types are approved for trading. The
Partnership attempts to reduce its credit risk by establishing stringent credit
terms in its legal trade documentation (i.e. ISDA agreements, master netting
agreements, etc.) with its counterparties. In addition, the TIC monitors
exposure levels and actively moves collateral with counterparties to reduce
exposure.
Futures and forwards are typically liquidated by entering into offsetting
contracts with the same counterparty. Swaps and forward rate agreements are
either liquidated or held to maturity. For these instruments the unrealized gain
or loss, rather than the contract or notional amounts, represents the present
value of future net cash requirements.
Collateral Agreements require the Partnership and its counterparties to monitor
the fair value of its derivative transactions on a daily basis and pledge or
pull back additional collateral as necessary. As of December 31, 2001 and 2000,
the Partnership has pledged $703,791 and $351,000, respectively, of cash
collateral. Under these Collateral Agreements, there was no
securities collateral pledged as of December 31, 2001 and 2000. The Partnership
records cash collateral posted as a receivable from the broker.
As of December 31, 2001 and 2000, the Partnership has received $0 and $60,000,
respectively, of cash collateral under these Collateral Agreements. The
Partnership nets this cash collateral received against the contractual
commitment asset, when legal right of offset exists. As of December 31, 2001 and
2000, the Partnership had no securities collateral pledged or received under
these Collateral Agreements.
The following table summarizes the Partnership's year-end assets and liabilities
at December 31, 2001 and 2000, resulting from unrealized gains and losses on
derivative instruments included in the accompanying statements of financial
condition (in thousands):
2001 2000
---- ----
Assets Liabilities Assets Liabilities
------ ----------- ------ -----------
Exchange traded contracts:
Interest rate contracts $ 102 $ - $ 182 $ -
Forward exchange contracts 314 - - 6
Equity index contracts - 30 124 -
Over-the-counter contracts:
Commodity swaps - - 94 -
Equity swaps 643 - - -
Interest rate swaps - - 7 -
Currency contracts 241 - - -
Non-financial derivative instruments - 31 - -
----------- --------- --------- --------
$ 1,300 $ 61 $ 407 $ 6
======= ===== ===== =====
8. FINANCIAL HIGHLIGHTS
--------------------
The following represents financial highlights of the Partnership for the year
ended December 31, 2001:
Per unit operating performance:
Net asset value per unit, December 31, 2000 $ 7,095.78
Net investment loss per unit (98.52)
Net realized and unrealized trading gain (loss) per unit 1,931.64
-----------
1,833.12
Net asset value per unit, December 31, 2001 $ 8,928.90
===========
Total return:
Total return before incentive fee 29.72%
Incentive fee (2.75)
-----------
Total return after incentive fee 26.97%
===========
Ratios to average net assets:
Net investment income before incentive fee 1.09%
Incentive fee (2.29)
-----------
Net investment income (loss) after incentive fee (1.20)%
===========
Expenses 2.75%
Incentive fee 2.29
-----------
Total expenses and incentive fee 5.04%
===========
The per unit operating performance and ratios are computed based upon the
average units outstanding and average net assets for the Limited Partner
interests, respectively, for the year ended December 31, 2001. Total return is
calculated as the change in the net asset value of the Limited Partner interests
for the year ended December 31, 2001. The total return and ratios assessed to an
individual Limited Partner, may vary based on varying management and/or
incentive fee arrangements and the timing of capital transactions.