10-Q 1 d592343d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            

Commission File Number 0-54753

COMMODITY ADVISORS FUND L.P.

 

(Exact name of registrant as specified in its charter)

 

Delaware   20-4267496

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue — 14th Floor

New York, New York 10036

 

(Address of principal executive offices) (Zip Code)

(855) 672-4468

 

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X    No   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X    No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer         Accelerated filer         Non-accelerated filer X     Smaller reporting company     

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

Yes       No X

As of October 31, 2013, 21,619.7348 Class A Limited Partnership Redeemable Units were outstanding and 208.7339 Class Z Limited Partnership Redeemable Units were outstanding.


Table of Contents

COMMODITY ADVISORS FUND L.P.

FORM 10-Q

INDEX

 

               Page
PART I - Financial Information:    Number
   Item 1.    Financial Statements:   
      Statements of Financial Condition at September 30, 2013 (unaudited) and December 31, 2012    3
      Schedules of Investments at September 30, 2013 (unaudited) and December 31, 2012    4–5
      Statements of Income and Expenses for the three and nine months ended September 30, 2013 and 2012 (unaudited)    6
      Statements of Changes in Partners’ Capital for the nine months ended September 30, 2013 and 2012 (unaudited)    7
      Notes to Financial Statements (unaudited)    8–20
   Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    21–23
   Item 3.    Quantitative and Qualitative Disclosures about Market Risk    24–27
   Item 4.    Controls and Procedures    28
PART II - Other Information   
  

Item 1.

   Legal Proceedings    29–32
  

Item 1A.

   Risk Factors    33
  

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    33
  

Item 5.

   Other Information    34
  

Item 6.

   Exhibits    35-37

 

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PART I

Item 1. Financial Statements

Commodity Advisors Fund L.P.

Statements of Financial Condition

 

     (Unaudited)        
     September 30,
2013
    December 31,
2012
 

Assets:

    

Investment in Funds, at fair value (cost $29,404,188 and $40,487,812)

     $30,954,330        $41,683,177   

Interest receivable

     308        2,155   

Cash

     288,745        8,652   
  

 

 

   

 

 

 

Total assets

   $ 31,243,383      $ 41,693,984   
  

 

 

   

 

 

 

Liabilities and Partners’ Capital:

    

Liabilities:

    

Accrued expenses:

    

Ongoing selling agent fee

   $ 50,734      $ 56,657   

Management fees

     46,924        63,528   

Administrative fees

     25,806        34,634   

Incentive fees

     92,272        99,586   

Other

     276,332        133,520   

Redemptions payable

     704,879        6,164,612   
  

 

 

   

 

 

 

Total liabilities

     1,196,947        6,552,537   
  

 

 

   

 

 

 

Partners’ Capital:

    

General Partner, Class A, 0.0000 unit equivalents outstanding at September 30, 2013 and December 31, 2012

     —          —     

General Partner, Class Z, 353.4080 and 2,071.4080 unit equivalents outstanding at September 30, 2013 and December 31, 2012, respectively

     329,493        1,971,090   

Limited Partners, Class A, 21,057.8898 and 22,698.2288 Redeemable Units outstanding at
September 30, 2013 and December 31, 2012, respectively

     29,522,333        32,971,770   

Limited Partners, Class Z, 208.7339 Redeemable Units outstanding at September 30, 2013 and
December 31, 2012

     194,610        198,587   
  

 

 

   

 

 

 

Total partners’ capital

     30,046,436        35,141,447   
  

 

 

   

 

 

 

Total liabilities and partners’ capital

   $ 31,243,383      $ 41,693,984   
  

 

 

   

 

 

 

Class A, net asset value per Redeemable Unit

   $ 1,401.96      $ 1,452.61   
  

 

 

   

 

 

 

Class Z, net asset value per Redeemable Unit

   $ 932.33      $ 951.57   
  

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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Commodity Advisors Fund L.P.

Schedule of Investments

September 30, 2013

(Unaudited)

 

     Cost      Fair Value      % of Partners’
Capital
 

Investment in Funds

        

MB Master Fund L.P.

   $ 11,014,250       $ 11,257,780         37.47

KR Master Fund L.P.

     7,037,883         5,986,619         19.92   

JEM Master Fund L.P.

     11,352,055         13,709,931         45.63   
  

 

 

    

 

 

    

 

 

 

Total investment in Funds, at fair value

   $ 29,404,188       $ 30,954,330         103.02
  

 

 

    

 

 

    

 

 

 

See accompanying notes to financial statements.

 

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Table of Contents

Commodity Advisors Fund L.P.

Schedule of Investments

December 31, 2012

 

     Cost      Fair Value      % of Partners’
Capital
 

Investment in Funds

        

CMF Cirrus Master Fund L.P.

   $ 2,825,371       $ 3,391,770         9.65

MB Master Fund L.P.

     13,533,229         13,829,291         39.35   

KR Master Fund L.P.

     12,214,492         10,790,523         30.71   

JEM Master Fund L.P.

     11,914,720         13,671,593         38.90   
  

 

 

    

 

 

    

 

 

 

Total investment in Funds, at fair value

   $ 40,487,812       $ 41,683,177         118.61
  

 

 

    

 

 

    

 

 

 

See accompanying notes to financial statements.

 

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Commodity Advisors Fund L.P.

Statements of Income and Expenses

(Unaudited)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2013     2012     2013     2012  

Investment income:

        

Interest income from investment in Funds

   $ 1,466      $ 6,556      $ 8,596      $ 17,091   
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

        

Ongoing selling agent fees

     153,180        174,784        473,278        505,122   

Management fees

     142,359        195,113        448,891        602,009   

Administrative fees

     77,907        107,937        245,842        333,114   

Incentive fees

     92,272        17,606        178,333        58,066   

Other

     46,816        76,957        411,327        256,348   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     512,534        572,397        1,757,671        1,754,659   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     (511,068     (565,841 )       (1,749,075     (1,737,568
  

 

 

   

 

 

   

 

 

   

 

 

 

Trading Results:

        

Net gains (losses) on trading of commodity interests and investment in Funds:

        

Net realized gains (losses) on investment in Funds

     (35,982     45,902        221,279        (23,971

Change in net unrealized gains (losses) on investment in Funds

     532,774        1,007,837        354,782        515,596   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total trading results

     496,792        1,053,739        576,061        491,625   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (14,276     487,898        (1,173,014     (1,245,943
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) allocation by class:

        

Class A

   $ (16,629   $ 358,900      $ (1,128,301   $ (1,025,146
  

 

 

   

 

 

   

 

 

   

 

 

 

Class Z

   $ 2,353      $ 128,998      $ (44,713   $ (220,797
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value per unit

        

Class A (21,057.8898 and 24,167.3588 Redeemable Units outstanding as of September 30, 2013 and 2012, respectively)

   $ 1,401.96      $ 1,483.53      $ 1,401.96      $ 1,483.53   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class Z (562.1419 and 7,893.9899 Redeemable Units outstanding as of September 30, 2013 and 2012, respectively)

   $ 932.33      $ 966.95      $ 932.33      $ 966.95   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per unit*

        

Class A

   $ (0.74   $ 15.52      $ (50.65   $ (45.91
  

 

 

   

 

 

   

 

 

   

 

 

 

Class Z

   $ 4.18      $ 14.91      $ (19.24   $ (15.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average units outstanding

        

Class A

     21,645.6142        23,456.9001       
22,143.9492
  
    22,448.7085   
  

 

 

   

 

 

   

 

 

   

 

 

 

Class Z

     562.1419        8,488.4716        1,301.8086        11,046.0633   
  

 

 

   

 

 

   

 

 

   

 

 

 

*Based on change in net asset value per unit.

See accompanying notes to financial statements.

 

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Commodity Advisors Fund L.P.

Statements of Changes in Partners’ Capital

For the Nine Months Ended September 30, 2013 and 2012

(Unaudited)

 

     Class A     Class Z     Total  
     Amount     Units     Amount     Units     Amount     Units  

Partners’ Capital December 31, 2012

   $ 32,971,770        22,698.2288      $ 2,169,677        2,280.1419      $ 35,141,447        24,978.3707   

Subscriptions — Limited Partners

     4,802,459        3,373.7050        —          —          4,802,459        3,373.7050   

Net income (loss)

     (1,128,301     —          (44,713     —          (1,173,014     —     

Redemptions — General Partner

     —          —          (1,600,861     (1,718.0000     (1,600,861     (1,718.0000

Redemptions — Limited Partners

     (7,123,595     (5,014.0440     —          —          (7,123,595     (5,014.0440
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Partners’ Capital September 30, 2013

   $ 29,522,333        21,057.8898      $ 524,103        562.1419      $ 30,046,436        21,620.0317   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Class A     Class Z     Total  
     Amount     Units     Amount     Units     Amount     Units  

Partners’ Capital December 31, 2011

   $ 27,281,062        17,837.2840      $ 15,266,194        15,546.6349      $ 42,547,256        33,383.9189   

Subscriptions — Limited Partners

     13,410,210        8,888.2088        160,000        163.2759        13,570,210        9,051.4847   

Net income (loss)

     (1,025,146     —          (220,797     —          (1,245,943     —     

Redemptions — General Partner

     —          —          (7,550,578     (7,793.3899     (7,550,578     (7,793.3899

Redemptions — Limited Partners

     (3,813,232     (2,558.1340     (21,764     (22.5310     (3,834,996     (2,580.6650
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Partners’ Capital September 30, 2012

   $ 35,852,894        24,167.3588      $ 7,633,055        7,893.9899      $ 43,485,949        32,061.3487   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

1.    General:

Commodity Advisors Fund L.P. (formerly known as “Energy Advisors Portfolio L.P.”) (the “Partnership”) is a limited partnership which was organized on January 30, 2006, under the limited partnership laws of the State of Delaware. The Partnership commenced trading on October 1, 2006. Between October 1, 2006 and May 1, 2011, the Partnership was operated pursuant to CFTC Rule 4.13(a)(4). Prior to May 1, 2011, the Partnership’s investment objective was to achieve capital appreciation through speculative trading, directly and indirectly, primarily in energy related investments, including, without limitation, energy futures, energy forwards, options, swaps and other over-the-counter (“OTC”) instruments and securities of energy related companies. Also, prior to May 1, 2011, the Partnership pursued its objective by allocating its capital among various energy focused portfolio managers, each of which had an individual trading strategy, primarily through investments in collective investment vehicles, including those operated by the General Partner (defined below) and, occasionally, through individually managed accounts.

The current objective of the Partnership is to achieve capital appreciation through speculative trading, directly and indirectly, in U.S. and international markets for currencies, interest rates, stock indices, agricultural and energy products and precious and base metals. The Partnership may employ futures, options on futures and forward contracts in those markets. The Partnership may also engage in spot, swap and other derivative transactions with the approval of the General Partner. The commodity interests that are traded by the Partnership, through its investment in the Funds (as defined in note 5 “Investment in Funds”), are volatile and involve a high degree of market risk.

Between June 23, 2006 (commencement of the initial offering period) and October 1, 2006, 9,475 redeemable units of limited partnership interest (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The Partnership commenced its operations on October 1, 2006. The Partnership privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”). MSSB Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses. Prior to June 28, 2013, Morgan Stanley indirectly owned a majority equity interest in MSSB Holdings and Citigroup Inc. indirectly owned a minority equity interest in MSSB Holdings. Prior to July 31, 2009, the date as of which MSSB Holdings became its owner, the General Partner was wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup Inc.

From inception until May 1, 2011, the Partnership offered two classes of redeemable units of partnership interest: “Class A” Redeemable Units and “Class B” Redeemable Units. As of June 30, 2011, the Partnership no longer offered Class B Redeemable Units. Beginning May 1, 2011, the Partnership began to offer two additional classes of Redeemable Units in addition to Class A Redeemable Units: “Class D” Redeemable and “Class Z” Redeemable Units. Class Z Redeemable Units were first issued on October 1, 2011. As of September 30, 2013, there were no Redeemable Units outstanding in Class D. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” The class of Redeemable Units that a limited partner receives upon a subscription will generally depend upon the amount invested in the Partnership or the status of the limited partner, although the General Partner may determine to offer any class of Redeemable Units to investors at its discretion. Class Z Redeemable Units are offered to certain employees of Morgan Stanley Smith Barney and its affiliates (and their family members).

 

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Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

        As of September 30, 2013, all trading decisions were made for the Partnership by its three trading advisors (each an “Advisor”, and collectively the “Advisors”). JE Moody & Company LLC (“JE Moody”), Krom River Investment Management (Cayman) Limited (“Krom River Management”) and Krom River Trading A.G. (“Krom River Trading” and together with Krom River Management, “Krom River”) and Aventis Asset Management, LLC (formerly known as Misfit Financial Group, LLC) (“Aventis”) have been selected by the General Partner as the major commodity trading advisors to the Partnership. In addition, the General Partner allocated the Partnership’s assets to additional non-major trading advisors (i.e. commodity trading advisors allocated less than 10% of the Partnership’s assets) during the reporting period. Information about advisors that are allocated less than 10% of the Partnership’s assets may not be disclosed. The General Partner may allocate less than 10% of the Partnership’s assets to a new trading advisor or another trading program of a current Advisor at any time. The Advisors are not affiliated with one another, are not affiliated with the General Partner or CGM and are not responsible for the organization or operation of the Partnership. The General Partner will generally allocate the assets of the Partnership to “established” trading advisors (i.e., advisors with established trading strategies), but may also allocate assets to “emerging” trading advisors (i.e. trading advisors in the process of developing and refining their trading strategies). The General Partner has selected and will select commodity trading advisors for the Partnership that it believes possess the potential to be successful traders. The Advisors have various levels of experience in speculatively trading commodity interests and have various levels of experience in managing client funds.

Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors indirectly through investment in the Funds.

The General Partner and each limited partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner shall be liable for obligations of the Partnership in excess of its capital contribution and profits, net of distributions and losses, if any.

        The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at September 30, 2013 and December 31, 2012, the results of its operations for the three and nine months ended September 30, 2013 and changes in partners’ capital for the three and nine months ended September 30, 2013 and 2012. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2012 and Amendment No. 2 to the Partnership’s Registration Statement on Form 10-12G/A filed with the SEC on April 26, 2013.

The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

 

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Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

2.    Financial Highlights:

Changes in the net asset value per unit for each Class for the three and nine months ended September 30, 2013 and 2012 were as follows:

 

    Three Months Ended
September 30, 2013
    Three Months Ended
September 30, 2012
    Nine Months Ended
September 30, 2013
    Nine Months Ended
September 30, 2012
 
    Class A     Class Z     Class A     Class Z     Class A     Class Z     Class A     Class Z  

Net realized and unrealized gains (losses) 1

  $ 15.51      $ 14.95      $ 29.05      $ 23.69      $ 4.56      $ 17.13      $ (4.27   $ 11.90   

Interest Income

    0.06        0.05        0.23        0.14        0.37        0.26        0.59        0.37   

Expenses 2

    (16.31     (10.82     (13.76     (8.92     (55.58     (36.63     (42.23     (27.28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) for the period

    (0.74     4.18        15.52        14.91        (50.65     (19.24     (45.91     (15.01

Net asset value per unit, beginning of period

    1,402.70        928.15        1,468.01        952.04        1,452.61        951.57        1,529.44        981.96   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value per unit, end of period

  $ 1,401.96      $ 932.33      $ 1,483.53      $ 966.95      $ 1,401.96      $ 932.33      $ 1,483.53      $ 966.95   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1 

Includes Partnership ongoing selling agent fees (Class A only).

 

2 

Excludes Partnership ongoing selling agent fees.

 

     Three Months Ended
September 30, 2013
    Three Months Ended
September 30, 2012
    Nine Months Ended
September 30, 2013
    Nine Months Ended
September 30, 2012
 
     Class A     Class Z     Class A     Class Z     Class A     Class Z     Class A     Class Z  

Ratios to average net assets:3

                

Net investment income (loss)

     (5.8 )%      (3.7 )%      (5.6 )%      (4.1 )%      (7.2 )%      (12.9 )%      (5.8 )%      (6.9 )% 

Incentive fees

     0.3     0.3     0.0 %4      0.1     0.6     1.0     0.1     0.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss) before incentive fees 5

     (5.5 )%      (3.4 )%      (5.6 )%      (4.0 )%      (6.6 )%      (11.9 )%      (5.7 )%      (6.6 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses

     5.5     3.4     5.6     4.1     6.6     12.0     5.8     6.7

Incentive fees

     0.3     0.3     0.0 %4      0.1     0.6     1.0     0.1     0.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     5.8     3.7     5.6     4.2     7.2     13.0     5.9     7.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return:

                

Total return before incentive fees

     0.3     0.7     1.1     1.6     (2.9 )%      (1.0 )%      (2.9 )%      (1.4 )% 

Incentive fees

     (0.4 )%      (0.2 )%      (0.0 )%4      (0.0 )%4      (0.6 )%      (1.0 )%      (0.1 )%      (0.1 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return after incentive fees

     (0.1 )%      0.5     1.1     1.6     (3.5 )%      (2.0 )%      (3.0 )%      (1.5 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
3 

Annualized (other than incentive fees).

4 

Due to rounding.

5 

Interest income less total expenses.

The above capital ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average net assets.

 

10


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

3.    Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. However, the Partnership’s investments are in other funds. The results of the Partnership’s trading activities from its investments in the Funds are shown in the Statements of Income and Expenses.

During the third quarter of 2013, KR Master Fund L.P. (“KR Master”) and MB Master Fund L.P. (“MB Master”) entered into a futures brokerage account agreement with Morgan Stanley & Co. LLC (“MS&Co”), a registered futures commission merchant. KR Master and MB Master commenced futures trading through an account at MS&Co on or about August 5, 2013, and August 19, 2013, respectively. The Partnership, through its investment in the Funds (defined below), will pay MS&Co trading fees for the clearing and, where applicable, execution of transactions. See Part II, Item 5 for additional information.

The customer agreements between the Partnership/Funds and Citigroup Global Markets Inc. (“CGM”)/MS&Co, as applicable gives the Partnership and the Funds the legal right to net unrealized gains and losses on open futures and open forward contracts. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and open forward contracts on the Statements of Financial Condition as the criteria under Accounting Standards Codification (“ASC”) 210-20, “Balance Sheet,” have been met.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions.

On January 1, 2013, the Partnership adopted Accounting Standards Update (“ASU”) 2011-11, “Disclosure about Offsetting Assets and Liabilities” and ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11 created a new disclosure requirement about the nature of an entity’s rights to setoff and the related arrangements associated with its financial instruments and derivative instruments, while ASU 2013-01 clarified the types of instruments and transactions that are subject to the offsetting disclosure requirements established by ASU 2011-11. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of these disclosures is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. The new guidance did not have a significant impact on the Partnership’s financial statements.

There were no direct investments at September 30, 2013.

 

11


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

4.    Fair Value Measurements:

Partnership’s and the Funds’ Investments. All commodity interests held by the Partnership (including derivative financial instruments and derivative commodity instruments), through its investment in the Funds, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Funds’ Statements of Financial Condition. Net realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Funds’ Statements of Income and Expenses.

Partnership’s and the Funds’ Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The General Partner has concluded that based on available information in the marketplace, the Funds’ Level 1 assets and liabilities are actively traded.

GAAP also requires the use of judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. The General Partner has concluded that based on available information in the marketplace, there has not been a significant decrease in the volume and level of activity in the Partnership’s and the Funds’ Level 2 assets and liabilities.

The Partnership and the Funds will separately present purchases, sales, issuances and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and make disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy as required under GAAP.

On October 1, 2012, the Financial Accounting Standards Board (the “FASB”) issued ASU 2012-04 “Technical Corrections and Improvements,” which makes minor technical corrections and clarifications to ASC 820, “Fair Value Measurements and Disclosures.” When the FASB issued Statement 157 (codified in ASC 820), it conformed the use of the term “fair value” in certain pre-Codification standards but not others. ASU 2012-04 conforms the term’s use throughout the ASC “to fully reflect the fair value measurement and disclosure requirements” of ASC 820. ASU 2012-04 also amends the requirements that must be met for an investment company to qualify for the exemption from presenting a statement of cash flows. Specifically, it eliminates the requirements that substantially all of an entity’s investments be carried at “market value” and that the investments be highly liquid. Instead, it requires substantially all of the entity’s investments to be carried at “fair value” and classified as Level 1 or Level 2 measurements under ASC 820. The amendments are effective for fiscal periods beginning after December 15, 2012. The adoption of this ASU did not have a material impact on the Partnership’s financial statements.

 

12


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets and liabilities from observable inputs (Level 2). Investments in funds (other commodity pools) with no rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in funds reflects its proportional interest in the funds. As of and for the periods ended September 30, 2013 and December 31, 2012, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3). There were no transfers of assets and liabilities between Level 1 and Level 2 during the nine months ended September 30, 2013 and for the twelve months ended December 31, 2012.

 

                                                                                                                           
    September 30, 2013     Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Assets        

Investment in Funds

  $ 30,954,330      $      $ 30,954,330      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

  $ 30,954,330      $      $ 30,954,330      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

                                                                                                                           
    December 31, 2012     Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs (Level 3)
 
Assets        

Investment in Funds

  $ 41,683,177      $      $ 41,683,177      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

  $ 41,683,177      $      $ 41,683,177      $   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

13


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

5.    Investments in Funds:

On January 1, 2011, the assets allocated to Cirrus Capital Management LLC (“Cirrus”) for trading were invested in CMF Cirrus Master Fund L.P. (“Cirrus Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 4,000.0000 units of Cirrus Master with cash equal to $4,000,000. Cirrus Master was formed to permit accounts managed by Cirrus using the Energy Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in Cirrus Master on August 31, 2013 for cash equal to $1,260,276.

On May 1, 2011, the assets allocated to Flintlock Capital Asset Management LLC (“Flintlock”) for trading were invested in FL Master Fund L.P. (“FL Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in FL Master with cash equal to $4,171,892. FL Master was formed to permit accounts managed by Flintlock using the Flintlock Commodity Opportunities Partners, LP at 200% leverage, a proprietary, systematic trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in FL Master on October 31, 2012 for cash equal to $2,046,008.

On May 1, 2011, the assets allocated to Aventis for trading were invested in MB Master, a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased an interest in MB Master with cash equal to $12,756,614. MB Master was formed in order to permit accounts managed by Aventis using the Aventis Diversified Commodity Strategy (formerly, the Barbarian Program), a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the general partner of MB Master. Individual and pooled accounts currently managed by Aventis, including the Partnership, are permitted to be limited partners of MB Master. The General Partner and Aventis believe that trading through this structure should promote efficiency and economy in the trading process.

On May 1, 2011, the assets allocated to Krom River for trading were invested in KR Master, a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased an interest in KR Master with cash equal to $13,913,306. KR Master was formed in order to permit accounts managed by Krom River using the Krom River Commodity Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the general partner of KR Master. Individual and pooled accounts currently managed by Krom River, including the Partnership, are permitted to be limited partners of KR Master. The General Partner and Krom River believe that trading through this structure should promote efficiency and economy in the trading process.

 

14


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

On May 1, 2011, the assets allocated to J E Moody for trading were invested in JEM Master Fund L.P. (“JEM Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 12,594.1917 units of JEM Master with cash equal to $12,753,614. JEM Master was formed to permit accounts managed by J E Moody using the JEM Commodity Relative Value Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for JEM Master. Individual and pooled accounts currently managed by J E Moody, including the Partnership, are permitted to be limited partners of JEM Master. The General Partner and J E Moody believe that trading through this structure should promote efficiency and economy in the trading process.

The General Partner is not aware of any material changes to any of the trading programs discussed above during the fiscal quarter ended September 30, 2013.

MB Master’s, KR Master’s and JEM Master’s, (collectively, the “Funds”) trading of futures, forwards, swaps and options contracts, if applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. During the reporting period the Funds engaged in such trading through commodity brokerage accounts maintained with CGM and/or MS&Co, as applicable. References to the Funds in this report may also include, as relevant, reference to Cirrus Master and FL Master.

A limited partner of the Funds may withdraw all or part of its capital contribution and undistributed profits, if any, from the Funds as of the end of any day. Such withdrawals are classified as a liability when the limited partner elects to redeem and informs the Funds.

Ongoing selling agent, management, administrative and incentive fees are charged at the Partnership level. All trading, exchange, clearing, user, give-up, floor brokerage and National Futures Association fees (collectively, the “clearing fees”) are borne by the Funds. All other fees and commissions are charged at the Partnership level.

At September 30, 2013, the Partnership owned approximately 3.5%, 10.3% and 28.0% of MB Master, KR Master and JEM Master, respectively. At December 31, 2012, the Partnership owned approximately 16.4%, 21.0%, 9.4% and 28.8% of Cirrus Master, MB Master, KR Master and JEM Master, respectively. It is the intention of the Partnership to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same and redemption rights are not affected.

Summarized information reflecting the total assets, liabilities and capital for the Funds is shown in the following tables.

 

     September 30, 2013  
     Total Assets      Total Liabilities      Total Capital  

MB Master

   $ 383,180,872       $ 62,885,441       $ 320,295,431   

KR Master

     60,507,136         2,232,615         58,274,521   

JEM Master

     48,954,919         23,171         48,931,748   
  

 

 

    

 

 

    

 

 

 

Total

   $ 492,642,927       $ 65,141,227       $ 427,501,700   
  

 

 

    

 

 

    

 

 

 

 

                                                                          
     December 31, 2012  
     Total Assets      Total Liabilities      Total Capital  

Cirrus Master

   $ 20,742,891       $ 57,098       $ 20,685,793   

MB Master

     69,389,015         3,495,860         65,893,155   

KR Master

     116,058,406         1,168,169         114,890,237   

JEM Master

     47,528,791         70,293         47,458,498   
  

 

 

    

 

 

    

 

 

 

Total

   $ 253,719,103       $ 4,791,420       $ 248,927,683   
  

 

 

    

 

 

    

 

 

 

 

15


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

Summarized information reflecting the net investment income (loss), total trading results and net income (loss) for the Funds is shown in the following tables.

 

                                                                                
    For the three months ended September 30, 2013  
    Net Investment
Income (Loss)
    Total Trading
Results
    Net Income
(Loss)
 

Cirrus Master

  $ (84,022   $ (5,580,690   $ (5,664,712

MB Master

    (1,512,471     6,850,473        5,338,002   

KR Master

    (71,980     (404,809     (476,789

JEM Master

    (266,418     3,946,878        3,680,460   
 

 

 

   

 

 

   

 

 

 

Total

  $ (1,934,891   $ 4,811,852      $ 2,876,961   
 

 

 

   

 

 

   

 

 

 
    For the nine months ended September 30, 2013  
    Net Investment
Income (Loss)
    Total Trading
Results
    Net Income
(Loss)
 

Cirrus Master

  $ (172,349   $ (2,058,250   $ (2,230,599

MB Master

    (3,348,815     4,064,479        715,664   

KR Master

    (235,574     (4,932,402     (5,167,976

JEM Master

    (958,201     4,775,028        3,816,827   
 

 

 

   

 

 

   

 

 

 

Total

  $ (4,714,939   $ 1,848,855      $ (2,866,084
 

 

 

   

 

 

   

 

 

 
    For the three months ended September 30, 2012  
    Net Investment
Income  (Loss)
    Total  Trading
Results
    Net Income
(Loss)
 

Cirrus Master

  $ (28,664   $ 64,580      $ 35,916   

FL Master

    (204,696     979,760        775,064   

MB Master

    (176,891     1,766,012        1,589,121   

KR Master

    (173,873     4,605,264        4,431,391   

JEM Master

    (153,098     618,984        465,886   
 

 

 

   

 

 

   

 

 

 

Total

  $ (737,222   $ 8,034,600      $ 7,297,378   
 

 

 

   

 

 

   

 

 

 
    For the nine months ended September 30, 2012  
    Net Investment
Income  (Loss)
    Total Trading
Results
    Net Income
(Loss)
 

Cirrus Master

  $ (87,110   $ 1,282,319      $ 1,195,209   

FL Master

    (446,191     (3,294,917     (3,741,108

MB Master

    (485,321     2,849,616        2,364,295   

KR Master

    (368,147     901,800        533,653   

JEM Master

    (589,076     573,871        (15,205
 

 

 

   

 

 

   

 

 

 

Total

  $ (1,975,845   $ 2,312,689      $ 336,844   
 

 

 

   

 

 

   

 

 

 

 

16


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

Summarized information reflecting the Partnership’s investment in, and the operations of, the Funds is shown in the following tables.

 

    September 30, 2013     For the three months ended September 30, 2013              
    % of
Partnership's
Net Assets
                Expenses           Investment
Objective
    Redemptions
Permitted
 

Funds

    Fair Value     Income
(Loss)
    Brokerage
Fees
    Other     Net Income
(Loss)
     

Cirrus Master

    —     $ —        $ (644,818   $ 1,535      $ 8,226      $ (654,579     Energy Portfolio        Monthly   

MB Master

    37.47     11,257,780        216,122        50,440        1,197        164,485        Commodity Portfolio        Monthly   

KR Master

    19.92     5,986,619        (42,624     5,737        2,033        (50,394     Commodity Portfolio        Monthly   

JEM Master

    45.63     13,709,931        1,112,524        70,617        4,627        1,037,280        Commodity Portfolio        Monthly   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Total

    $ 30,954,330      $ 641,204      $ 128,329      $ 16,083      $ 496,792       
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
    September 30, 2013     For the nine months ended September 30, 2013              
    % of
Partnership's
Net Assets
                Expenses           Investment
Objective
    Redemptions
Permitted
 

Funds

    Fair Value     Income
(Loss)
    Brokerage
Fees
    Other     Net Income
(Loss)
     

Cirrus Master

    —     $ —        $ (105,640   $ 9,559      $ 14,122      $ (129,321     Energy Portfolio        Monthly   

MB Master

    37.47     11,257,780        163,941        136,144        3,811        23,986        Commodity Portfolio        Monthly   

KR Master

    19.92     5,986,619        (364,290     17,089        4,972        (386,351     Commodity Portfolio        Monthly   

JEM Master

    45.63     13,709,931        1,336,278        254,933        13,598        1,067,747        Commodity Portfolio        Monthly   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Total

    $ 30,954,330      $ 1,030,289      $ 417,725      $ 36,503      $ 576,061       
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
    December 31, 2012     For the three months ended September 30, 2012              
    % of
Partnership's
Net Assets
                Expenses           Investment
Objective
    Redemptions
Permitted
 

Funds

    Net Assets
Fair Value
    Income
(Loss)
    Brokerage
Fees
    Other     Net Income
(Loss)
     

Cirrus Master

    9.65   $ 3,391,770      $ 8,027      $ 2,024      $ 2,428      $ 3,575        Energy Portfolio        Monthly   

FL Master

    —       —          93,596        25,842        1,521        66,233        Commodity Portfolio        Monthly   

MB Master

    39.35     13,829,291        536,050        61,376        4,001        470,673        Commodity Portfolio        Monthly   

KR Master

    30.71     10,790,523        393,853        18,029        986        374,838        Commodity Portfolio        Monthly   

JEM Master

    38.90     13,671,593     

 

 

 

183,868

 

  

 

 

 

 

42,378

 

  

 

 

 

 

3,070

 

  

 

 

 

 

138,420

 

  

    Commodity Portfolio        Monthly   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Total

    $ 41,683,177     

 

 

$

 

 

1,215,394

 

 

  

 

 

 

$

 

 

149,649

 

 

  

 

 

 

$

 

 

12,006

 

 

  

 

 

 

$

 

 

1,053,739

 

 

  

   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     
    December 31, 2012     For the nine months ended September 30, 2012              
    % of
Partnership's
Net Assets
                Expenses           Investment
Objective
    Redemptions
Permitted
 

Funds

    Net Assets
Fair Value
    Income
(Loss)
    Brokerage
Fees
    Other     Net Income
(Loss)
     

Cirrus Master

    9.65   $ 3,391,770      $ 168,830      $ 6,523      $ 6,092      $ 156,215        Energy Portfolio        Monthly   

FL Master

    —       —          (331,404     55,824        5,979        (393,207     Commodity Portfolio        Monthly   

MB Master

    39.35     13,829,291        934,381        203,425        14,971        715,985        Commodity Portfolio        Monthly   

KR Master

    30.71     10,790,523        61,962        36,436        4,257        21,269        Commodity Portfolio        Monthly   

JEM Master

    38.90     13,671,593     

 

 

 

164,490

 

  

 

 

 

 

160,414

 

  

 

 

 

 

12,713

 

  

 

 

 

 

(8,637

 

    Commodity Portfolio        Monthly   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Total

    $ 41,683,177     

 

 

$

 

 

998,259

 

 

  

 

 

 

$

 

 

462,622

 

 

  

 

 

 

$

 

 

44,012

 

 

  

 

 

 

$

 

 

491,625

 

 

  

   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

17


Table of Contents

Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

6.     Financial Instrument Risks:

In the normal course of business, the Partnership, through its investments in the Funds, is a party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, swaps and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, or to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or OTC. Exchange-traded instruments include futures and certain standardized forward, option and swap contracts Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forwards and option contacts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. Since May 1, 2011, none of the Partnership’s/Funds’ contracts have traded OTC, although contracts may be traded OTC in the future.

The risk to the limited partners that have purchased Redeemable Units is limited to the amount of their share of the Partnership’s net assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under Delaware law.

Market risk is the potential for changes in the value of the financial instruments traded by the Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Funds are exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s/Funds’ risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds had credit risk and concentration risk during the reporting period, as CGM and/or MS&Co. or their affiliates were the counterparties or brokers with respect to the Funds’ assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through CGM and/or MS&Co, the Partnership’s/Funds’ counterparty is an exchange or clearing organization. The Partnership/Funds continue to be subject to such risks.

As both a buyer and seller of options, the Funds pay or receive a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Funds to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Funds do not consider these contracts to be guarantees.

The General Partner monitors and attempts to control the Fund’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Funds’ businesses, these instruments may not be held to maturity.

 

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Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

7.    Critical Accounting Policies:

Use of Estimates. The preparation of financial statements and accompanying notes in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates.

Partnership’s and the Funds’ Investments. All commodity interests held by the Partnership (including derivative financial instruments and derivative commodity instruments), through its investment in the Funds, are held for trading purposes. The commodity interests are recorded on the trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Funds’ Statements of Financial Condition. Net realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses.

Partnership’s and the Funds’ Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The General Partner has concluded that based on available information in the marketplace, the Funds’ Level 1 assets and liabilities are actively traded.

GAAP also requires the use of judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. The General Partner has concluded that based on available information in the marketplace, there has not been a significant decrease in the volume and level of activity in the Partnership’s and the Funds’ Level 2 assets and liabilities.

The Partnership and the Funds will separately present purchases, sales, issuances and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and make disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy as required under GAAP.

The Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available were priced by broker-dealers who derive fair values for those assets and liabilities from observable inputs (Level 2). Investments in funds (other commodity pools) with no rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended September 30, 2013 and December 31, 2012, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3). There were no transfers of assets and liabilities between Level 1 and Level 2 during the nine months ended September 30, 2013 and for the twelve months ended December 31, 2012.

Futures Contracts. The Funds trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and changes in net unrealized gains (losses) on futures contracts are included in the Funds’ Statements of Income and Expenses and changes in Partners’ Capital.

 

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Commodity Advisors Fund L.P.

Notes to Financial Statements

September 30, 2013

(Unaudited)

 

Forward Foreign Currency Contracts. Forward foreign currency contracts are those contracts where the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Forward foreign currency contracts are valued daily, and the Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Funds’ Statements of Financial Condition. Net realized gains (losses) and changes in net unrealized gains (losses) on forward foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Funds’ Statements of Income and Expenses and changes in Partners’ Capital.

The Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations due to changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the Funds’ Statements of Income and Expenses and changes in Partners’ Capital.

London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and changes in net unrealized gains (losses) on metal contracts are included in the Funds’ Statements of Income and Expenses and changes in Partners’ Capital.

Options. The Funds may purchase and write (sell) both exchange—listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Funds write an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Net realized gains (losses) and changes in net unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and changes in Partners’ Capital.

Income Taxes. Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.

GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The General Partner concluded that no provision for income tax is required in the Partnership’s financial statements.

The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2010 through 2012 tax years remain subject to examination by U.S. federal and most state tax authorities. The General Partner does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Subsequent Events. The General Partner of the Partnership evaluates events that occur after the balance sheet date but before financial statements are issued. The General Partner has assessed the subsequent events through the date of issuance and determined that, other than that referenced in Note 3 to the financial statements, there were no subsequent events requiring adjustment of or disclosure in the financial statements.

Recent Accounting Pronouncements. In June 2013, the FASB issued ASU 2013-08, “Financial Services — Investments Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements.” ASU 2013-08 changes the approach to the investment company assessment, requires non-controlling ownership interests in other investment companies to be measured at fair value, and requires additional disclosures about the investment company’s status as an investment company. The amendments are effective for interim and annual reporting periods beginning after December 15, 2013. The Partnership is currently evaluating the impact this pronouncement would have on the financial statements.

Net Income (Loss) per unit. Net income (loss) per unit is calculated in accordance with investment company guidance. See Note 2, “Financial Highlights.”

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its investments in the Funds, interest receivable and cash. The Funds do not engage in sales of goods or services. The Funds’ only assets are their equity in trading accounts, consisting of cash and cash margin, net unrealized appreciation on open futures contracts, net unrealized appreciation on forward contracts and commodity options purchased, if applicable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership/Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2013.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2013, Partnership Capital decreased 14.5% from $35,141,447 to $30,046,436. This decrease was attributable to redemptions of 5,014.0440 Class A Redeemable Units totaling $7,123,595 and 1,718.0000 General Partner unit equivalents of Class Z Redeemable Units totaling $1,600,861, coupled with a net loss of $1,173,014. This was partially offset with subscriptions for 3,373.7050 Class A Redeemable Units totaling $4,802,459. Future redemptions can impact the amount of funds available for investment in Funds in subsequent months.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. The General Partner believes that the estimates utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 7 of the Financial Statements.

The Partnership and the Funds record all investments at fair value in their financial statements, with changes in fair value reported as a component of net realized gains (losses) and change in net unrealized trading gains (losses) in the Statements of Income and Expenses.

Results of Operations

During the third quarter of 2013, the Partnership’s net asset value per Class A Redeemable Unit decreased 0.1% from $1,402.70 to $1,401.96 as compared to an increase of 1.1% in the third quarter of 2012. During the third quarter of 2013, the Partnership’s net asset value per Class Z Redeemable Unit increased 0.5% from $928.15 to $932.33 as compared to an increase of 1.6% in the third quarter of 2012. The Partnership experienced a net trading gain before clearing and related fees in the third quarter of 2013 of $496,792. Gains were primarily attributable to the Funds’ trading of commodity futures in grains, livestock, and softs and were partially offset by losses in energy. The Partnership experienced a net trading gain before brokerage fees and related fees in the third quarter of 2012 of $1,053,739. Gains were primarily attributable to the Master’s trading of commodity futures in grains, metals and softs and were partially offset by losses in energy and livestock.

The most significant gains were achieved in the grains markets, primarily during July, from short positions in corn and soybean futures as prices fell after rain in the U.S. Midwest improved growing conditions and boosted prospects for a record crop. Additional gains were recorded in September from short positions in soybeans futures as prices trended lower during the month on news that dry weather in the U.S. Midwest would help maturing crops recover from last year’s drought conditions. Within the livestock sector, gains were achieved in July from short positions in lean hog futures as prices fell on speculation that lower feed costs will lead to record U.S. herds. Within the soft commodity markets, gains were recorded during July, August and September from long positions in cocoa futures as prices advanced after reports showed North American processing topped analyst estimates and after data released by the Ivory Coast showed bean deliveries were lower than forecast. The Partnership’s gains were offset by trading losses were incurred in the energies during July from long positions in crude oil and its related products as prices advanced after a government report showed U.S. inventories decreased more than expected as refineries boosted fuel production. Additional losses during July were due to short positions in gasoil futures as prices advanced amid speculation a slowdown of the U.S. economy would erode demand for the heating fuel. Further losses were incurred in energies trading during August from short futures positions in crude oil as prices advanced on concern the conflict in Syria would spread and threaten oil supplies from the Middle East.

        During the Partnership’s nine months ended September 30, 2013, the Partnership’s net asset value per Class A Redeemable Unit decreased 3.5% from $1,452.61 to $1,401.96 as compared to a decrease of 3.0% in the nine months ended September 30, 2012. During the Partnership’s nine months ended September 30, 2013, the Partnership’s net asset value per Class Z Redeemable Unit decreased 2.0% from $951.57 to $932.33 as compared to a decrease of 3.0% in the nine months ended September 30, 2012. The Partnership experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2013 of $576,061. Gains were primarily attributable to the Fund’s trading of commodity futures in livestock and metals and were partially offset by losses in energy, grains and softs. The Partnership experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2012 of $491,625. Gains were primarily attributable to the Funds trading of commodity futures in grains and metals and were partially offset by losses in energy, livestock and softs.

Trading results in grains were relatively flat and had no material impact on the Partnership’s performance for the first nine months of the year. The most significant losses were incurred in the energy sector during March from long futures positions in Brent crude oil as prices declined during the month due to a slowing economy and weakening global demand. Further losses were incurred in the energy complex during February from long futures positions in RBOB gasoline as prices declined on the back of declining oil prices amid weaker-than-expected U.S. economic data. Within the soft commodity markets, losses were incurred during February from long sugar futures positions as sugar prices declined to a 30-month low on signs cane crops were getting enough moisture to boost harvests in Brazil. Additional losses in the sector were recorded during January from long futures positions in sugar as prices declined on signs that cane crops were improving. The Partnership’s losses for the first nine months of 2013 were offset by gains from trading livestock and metal futures. The most significant trading gains were recorded within the livestock sector during February from short futures positions in lean hogs as prices declined on weaker domestic demand for pork. Further gains were recorded by the Partnership from short positions in lean hog futures during September as prices declined amid reports of record herds in the U.S. In the metals complex, profits were recorded during January primarily from long futures positions in platinum as prices increased on reports of supply disruptions in South Africa, the world’s largest platinum producer. Further gains in metals resulted from short futures positions in gold as prices declined sharply during April as Cyprus planned to sell gold to raise money, while minutes from a U.S. Federal Reserve meeting spurred speculation that U.S. stimulus will be curbed.

Commodity futures markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility for profit or loss. The profitability of the Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Funds expect to increase capital through operations.

 

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Interest income on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of Funds’) brokerage accounts was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM or MS & Co., as applicable, based on the average non-competitive yield on 90 day U.S. Treasury bills maturing in 30 days. Interest income from investment in Funds for the three and nine months ended September 30, 2013 decreased $5,090 and $8,495, respectively, as compared to the corresponding periods in 2012. The decrease in interest income is primarily due to lower U.S. Treasury bill rates and lower average daily equity during the three and nine months ended September 30, 2013, as compared to the corresponding periods in 2012. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on the average daily equity in the Partnership’s and the Funds’ accounts and upon interest rates over which neither the Partnership/Funds CGM and MS & Co. have control.

The Partnership pays (or reimburses CGM if previously paid) for all actual transaction fees, including any clearing fees, applicable to the Partnership’s trading. Clearing fees for the three and nine months ended September 30, 2013, decreased by $21,322 and $44,896, respectively, as compared to the corresponding periods in 2012. The decrease in clearing fees is primarily due to a decrease in the number of trades during the three and nine months ended September 30, 2013, as compared to the corresponding periods in 2012.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value for each Class of Redeemable Units as of the end of each month and, therefore, are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and nine months ended September 30, 2013 decreased by $21,604 and $31,844, respectively, as compared to the corresponding periods in 2012. The decrease in ongoing selling agent fees is due to lower adjusted net assets per Class during the three and nine months ended September 30, 2013, as compared to the corresponding periods in 2012.

Management fees are calculated as a percentage of the net asset value of each Class of Redeemable Units allocated to the respective Advisor at the end of the month and, therefore, is affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three and nine months ended September 30, 2013 decreased by $52,754 and $153,118, respectively, as compared to the corresponding periods in 2012. The decrease in management fees is due to lower adjusted net assets per Class during the three and nine months ended September 30, 2013, as compared to the corresponding periods in 2012.

Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the net asset value for each Class of Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Administrative fees for the three and nine months ended September 30, 2013 decreased by $30,030 and $87,272, respectively, as compared to the corresponding periods in 2012. The decrease in administrative fees is due to lower adjusted net assets per Class during the three and nine months ended September 30, 2013, as compared to the corresponding periods in 2012.

Incentive fees are based on the new trading profits generated by each Advisor as defined in the respective management agreement among the Partnership, the General Partner and each Advisor and are payable quarterly. Trading performance for the three and nine months ended September 30, 2013 resulted in incentive fees of $92,272 and $178,333, respectively. Trading performance for the three and nine months ended September 30, 2012 resulted in incentive fees of $17,606 and $58,066, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid an incentive fee until such Advisor recovers any net loss incurred by the Advisor and earns additional new trading profits for the Partnership.

 

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In allocating the assets of the Partnership among “established” trading Advisors, the General Partner considers each Advisor’s past performance, trading style, volatility of markets traded and fee requirements. In allocating the assets of the Partnership among “emerging” Advisors, the General Partner conducts proprietary research and considers the background of the Advisors’ principals as well as the Advisors’ trading styles, strategies and markets traded, expected volatility, trading results (to the extent available) and fee requirements. The General Partner may consider other factors in its sole discretion, including, but not limited to, (i) the quality of the advisors’ risk control techniques, (ii) the quality of the advisor’s research techniques and (iii) the advisor’s company infrastructure and plan for development. The General Partner may modify or terminate the allocation of assets among the trading Advisors and may allocate assets to additional advisors at any time.

As of September 30, 2013 and June 30, 2013, the Partnership’s assets were allocated among the trading Advisors in the following approximate percentages:

 

Advisor

   September 30, 2013     June 30, 2013    

 

Cirrus

   $ 0         0   $ 1,533,194         5  

Aventis

   $ 11,208,996         37   $ 10,084,886         33  

Krom River

   $ 5,272,365         18   $ 6,360,850         21  

JE Moody

   $ 13,565,075         45   $ 12,564,367         41  

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

All of the Partnership’s assets are subject to the risk of trading loss through its investments in the Funds. The Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and all or substantially all of the Funds’ 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 Funds’ main line of business.

The limited partners will not be liable for losses exceeding the current net asset value of their investment.

Market movements result in frequent changes in the fair value of the Funds’ open positions and, consequently, in their earnings and cash balances. The Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects of the Funds’ open contracts and the liquidity of the markets in which they trade.

The Funds rapidly acquire and liquidate 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 Funds’ past performance is not necessarily indicative of their future results.

“Value at Risk” is a measure of the maximum amount which the Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Funds’ speculative trading and the recurrence in the markets traded by the Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Funds’ experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Funds’ losses in any market sector will be limited to Value at Risk or by the Funds’ attempts to manage its market risk.

Margin requirements have been used by the Funds as the measure of their Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility, (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The Advisors currently trade the Partnership’s assets indirectly in master fund managed accounts established in the name of the Funds, over which they have been granted limited authority to make trading decisions. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership indirectly, through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments, held indirectly by each Fund, separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

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The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2013 and December 31, 2012. As of September 30, 2013, the Partnership’s total capitalization was $30,046,436.

September 30, 2013

 

Market Sector

   Value at Risk      % of Total
Capitalization
 

Energy

   $ 732,978         2.44

Grains

     1,075,542         3.58

Livestock

     272,945         0.91

Metals

     210,154         0.70

Softs

     176,929         0.59
  

 

 

    

 

 

 

Total

   $ 2,468,548         8.22
  

 

 

    

 

 

 

As of December 31, 2012, the Partnership’s total capitalization was $35,141,447.

December 31, 2012

 

     Value at Risk      % of Total
Capitalization
 

Market Sector

     

Energy

   $
1,257,878
  
    
3.58

Grains

    
469,912
  
    
1.34

Livestock

    
241,887
  
    
0.69

Metals

    
495,289
  
    
1.41

Softs

    
376,695
  
     1.07
  

 

 

    

 

 

 

Total

   $
2,841,661
  
     8.09
  

 

 

    

 

 

 

The following tables indicate the trading Value at Risk associated with the Partnership’s investments in the Funds by market category as of September 30, 2013 and December 31, 2012, and the highest, lowest and average value during the three months ended September 30, 2013 and for the twelve months ended December 31, 2012. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.

 

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As of September 30, 2013, MB Master’s total capitalization was $320,295,431. The Partnership owned approximately 3.5% of MB Master. As of September 30, 2013, MB Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aventis for trading) was as follows:

September 30, 2013

 

     Value at Risk      % of Total
Capitalization
    Three Months Ended September 30, 2013  

Market Sector

        High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Energy

   $ 4,912,263         1.53   $ 5,376,667       $ 134,333       $ 3,158,036   

Grains

     26,251,933         8.20     27,533,386         3,412,654         21,238,850   

Livestock

     1,457,162         0.46     2,127,857         4,071         666,635   

Metals

     58,973         0.02     484,988         58,973         19,658   

Softs

     3,080,722         0.96     3,779,458         115,103         2,912,919   
  

 

 

    

 

 

         

Total

   $ 35,761,053         11.17        
  

 

 

    

 

 

         

 

 

*    Average of month-end Values at Risk.

As of December 31, 2012, MB Master’s total capitalization was $65,893,155. The Partnership owned approximately 21.0% of MB Master. As of December 31, 2012, MB Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aventis for trading) was as follows:

December 31, 2012

 

     Value at Risk      % of Total
Capitalization
    Twelve Months Ended December 31, 2012  

Market Sector

        High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Energy

   $
1,013,344
  
    
1.54

  $
6,329,750
  
   $
56,505
  
   $
1,398,959
  

Grains

    
1,647,025
  
    
2.50

    1,897,410        
532,894
  
    
978,473
  

Livestock

    
28,350
  
    
0.04

   
573,352
  
     17,145        
221,042
  

Metals

     163,841         0.25     167,350         1,800         16,820   

Softs

     866,752        
1.31

   
1,356,865
  
    
14,500
  
    
602,544
  
  

 

 

    

 

 

         

Total

   $
3,719,312
  
    
5.64

       
  

 

 

    

 

 

         

 

 

*    Annual average of month-end Value at Risk.

As of September 30, 2013, KR Master’s total capitalization was $58,274,521. The Partnership owned approximately 10.3% of KR Master. As of September 30, 2013, KR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Krom River for trading) was as follows:

September 30, 2013

 

     Value at Risk      % of Total
Capitalization
    Three Months Ended September 30, 2013  

Market Sector

        High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Energy

   $ 637,736         1.09   $ 882,150       $ 427,708       $ 649,198   

Grains

     330,920         0.57     1,098,921         1,487         249,954   

Livestock

     153,067         0.26     157,156         90,902         133,828   

Metals

     1,881,989         3.23     4,161,471         621,305         3,047,529   

Softs

     330,426         0.57     474,335         4,370         264,788   
  

 

 

    

 

 

         

Total

   $ 3,334,138         5.72 %         
  

 

 

    

 

 

         

 

 

*    Average of month-end Values at Risk.

 

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Table of Contents

As of December 31, 2012, KR Master’s total capitalization was $114,890,237. The Partnership owned approximately 9.4% of KR Master. As of December 31, 2012, KR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Krom River for trading) was as follows:

December 31, 2012

 

     Value at Risk      % of Total
Capitalization
    Twelve Months Ended December 31, 2012  

Market Sector

        High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Energy

   $ 1,361,847         1.18   $ 2,684,219       $ 720,189       $ 1,248,502   

Grains

     229,814         0.20     2,830,766         40,250         1,013,242   

Livestock

     215,733         0.19     985,549         215,733         593,319   

Metals

     4,654,833         4.05     8,263,352         547,985         4,135,866   

Softs

     352,837         0.31     1,248,168         115,297         521,306   
  

 

 

    

 

 

         

Total

   $ 6,815,064         5.93        
  

 

 

    

 

 

         

 

 

*    Annual average of month-end Value at Risk.

As of September 30, 2013, JEM Master’s total capitalization was $48,931,748. The Partnership owned approximately 28.0% of JEM Master. As of September 30, 2013, JEM Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to JE Moody for trading) was as follows:

September 30, 2013

 

     Value at Risk      % of Total
Capitalization
    Three months ended September 30, 2013  

Market Sector

        High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Energy

   $ 1,769,151         3.62   $ 2,860,824       $ 945,760       $ 1,506,237   

Grains

     438,000         0.90     771,700         37,500         495,925   

Livestock

     736,350         1.50     1,018,425         366,000         624,117   

Metals

     50,875         0.10     60,125         16,900         46,642   

Softs

     125,250         0.26     302,750         3,300         87,850   
  

 

 

    

 

 

         

Total

   $ 3,119,626         6.38        
  

 

 

    

 

 

         

 

 

*    Average of month-end Values at Risk.

As of December 31, 2012, JEM Master’s total capitalization was $47,458,498. The Partnership owned approximately 28.8% of JEM Master. As of December 31, 2012, JEM Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to JE Moody for trading) was as follows:

December 31, 2012

 

     Value at Risk      % of Total
Capitalization
    Twelve Months Ended December 31, 2012  

Market Sector

        High
Value at Risk
     Low
Value at Risk
     Average
Value at Risk*
 

Energy

   $ 3,184,242         6.71   $ 3,184,242       $ 554,508       $ 1,728,449   

Grains

     355,675         0.75     355,675         6,000         219,760   

Livestock

     748,800         1.58     1,463,000         129,600         697,433   

Metals

     81,000         0.17     81,000         3,825         38,419   

Softs

     560,800         1.18     759,850         14,950         240,054   
  

 

 

    

 

 

         

Total

   $ 4,930,517         10.39        
  

 

 

    

 

 

         

 

 

*    Annual average of month-end Value at Risk.

 

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Table of Contents
Item 4. Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the President and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2013 and, based on that evaluation, the General Partner’s President and CFO have concluded that at that date, the Partnership’s disclosure controls and procedures were effective.

The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include 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 (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

 

 

provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended September 30, 2013 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

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Table of Contents

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which MS&Co or its subsidiaries is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.

On June 1, 2011, Morgan Stanley & Co. Incorporated converted from a Delaware corporation to a Delaware limited liability company. As a result of that conversion, Morgan Stanley & Co. Incorporated is now named Morgan Stanley & Co. LLC.

MS&Co is a wholly-owned, indirect subsidiary of Morgan Stanley (“MS”), a Delaware holding company. MS files periodic reports with the Securities and Exchange Commission as required by the Exchange Act, which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning MS and its subsidiaries, including MS&Co. As a consolidated subsidiary of MS, MS&Co does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of MS’s SEC 10-K filings for 2012, 2011, 2010, 2009, and 2008.

In addition to the matters described in those filings, in the normal course of business, each of MS and MS&Co has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Each of MS and MS&Co is also involved, from time to time, in investigations and proceedings by governmental and/or regulatory agencies or self-regulatory organizations, certain of which may result in adverse judgments, fines or penalties. The number of these investigations and proceedings has increased in recent years with regard to many financial services institutions, including MS and MS&Co.

MS&Co is a Delaware corporation with its main business office located at 1585 Broadway, New York, New York 10036. Among other registrations and memberships, MS&Co is registered as a futures commission merchant and is a member of the National Futures Association.

There have been no material administrative, civil or criminal actions within the past five years against MS&Co or any of its individual principals and no such actions are currently pending, except as follows.

On June 2, 2009, MS executed a final settlement with the Office of the New York State Attorney General (“NYAG”) in connection with its investigation relating to the sale of auction-rate securities (“ARS”). MS agreed, among other things to: (1) repurchase at par illiquid ARS that were purchased by certain retail clients prior to February 13, 2008; (2) pay certain retail clients that sold ARS below par the difference between par and the price at which the clients sold the securities; (3) arbitrate, under special procedures, claims for consequential damages by certain retail clients; (4) refund refinancing fees to certain municipal issuers of ARS; and (5) pay a total penalty of $35 million. On August 13, 2008, MS reached an agreement in principle on substantially the same terms with the Office of the Illinois Secretary of State, Securities Department (on behalf of a task force of other states under the auspices of the North American Securities Administrators Association) that would settle their investigations into the same matters.

On June 5, 2012, MS&Co consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by the Commodity Futures Trading Commission (the “CFTC”) to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co violated Section 4c(a) of the Commodity Exchange Act and Commission Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the Act and Regulations. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine. MS&Co entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co violated CME Rules 432.Q and 538 and fined MS&Co $750,000 and CBOT found that MS&Co violated CBOT Rules 432.Q and 538 and fined MS&Co $1,000,000.

 

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On March 15, 2010, the Federal Home Loan Bank of San Francisco filed two complaints against MS&Co and other defendants in the Superior Court of the State of California. These actions are styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al., and Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints filed on June 10, 2010 allege that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co in these cases was approximately $704 million and $276 million, respectively. The complaints raise claims under both the federal securities laws and California law and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On July 29, 2011 and September 8, 2011, the court presiding over both actions sustained defendants’ demurrers with respect to claims brought under the Securities Act of 1933, as amended, and overruled defendants’ demurrers with respect to all other claims. At September 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $326 million, and the certificates had incurred actual losses of approximately $4 million. Based on currently available information, MS&Co believes it could incur a loss for this action up to the difference between the $326 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co, plus pre- and post-judgment interest, fees and costs. MS&Co may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate complaints against MS&Co and other defendants in the Superior Court of the Commonwealth of Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan Stanley & Co., Inc., et al. The complaints assert claims on behalf of certain clients of plaintiff’s affiliates and allege that defendants made untrue statements and material omissions in the sale of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co or sold to plaintiff’s affiliates’ clients by MS&Co in the two matters was approximately $263 million. Plaintiff filed amended complaints on October 14, 2011, which raise claims under the Massachusetts Uniform Securities Act and seek, among other things, to rescind the plaintiff’s purchase of such certificates. Defendants’ motions to dismiss the amended complaints, with respect to plaintiff’s standing to bring suit and for failure to state a claim upon which relief can be granted were denied in March and October 2012, respectively. At September 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $105 million, and the certificates had incurred actual losses of approximately $109 million. Based on currently available information, MS&Co believes it could incur a loss for these actions of up to the difference between the $105 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co, plus pre- and post-judgment interest, fees and costs. MS&Co may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co, which is styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY, NY County”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court presiding over this action denied MS&Co’s motion to dismiss the complaint and on March 21, 2011, MS&Co appealed that order. On July 7, 2011, the appellate court affirmed the lower court’s decision denying the motion to dismiss. Based on currently available information, MS&Co believes it could incur a loss of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co and other defendants in the Circuit Court of the State of Illinois styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. The complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co in this action was approximately $203 million. The complaint raises claims under Illinois law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On March 24, 2011, the court granted plaintiff leave to file an amended complaint. The defendants’ motion to dismiss the amended complaint was denied on September 19, 2012. MS&Co filed its answer on December 21, 2012. At September 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $98 million and certain certificates had incurred actual losses of approximately $1 million. Based on currently available information, MS&Co believes it could incur a loss in this action up to the difference between the $98 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co, plus pre- and post-judgment interest, fees and costs. MS&Co may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

 

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Table of Contents

On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against MS&Co and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by MS&Co was approximately $153 million. The amended complaint raises claims under the Ohio Securities Act, federal securities laws, and common law and seeks, among other things, to rescind the plaintiffs’ purchases of such certificates. On May 21, 2012, MS&Co filed a motion to dismiss the amended complaint, which motion was denied on August 3, 2012. The court has set a trial date in May 2015. At September 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $119 million, and the certificates had incurred actual losses of approximately $1 million. Based on currently available information, MS&Co believes it could incur a loss in this action up to the difference between the $119 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co, plus post-judgment interest, fees and costs. MS&Co may be entitled to an offset for interest received by the plaintiff prior to a judgment.

On September 2, 2011, the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and Freddie Mac, filed 17 complaints against numerous financial services companies, including MS&Co. A complaint against MS&Co and other defendants was filed in the Supreme Court of NY, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through certificates with an original unpaid balance of approximately $11 billion. The complaint raises claims under federal and state securities laws and common law and seeks, among other things, rescission and compensatory and punitive damages. On September 26, 2011, defendants removed the action to the United States District Court for the Southern District of New York. On July 13, 2012, MS& Co. filed a motion to dismiss the complaint, which motion was denied in large part on November 19, 2012. Trial is currently scheduled to begin in January 2015. At September 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $2.8 billion, and the certificates had incurred actual losses of approximately $68 million. Based on currently available information, MS&Co believes it could incur a loss in this action up to the difference between the $2.8 billion unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co, plus pre- and post-judgment interest, fees and costs. MS&Co may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co and certain affiliates in the Supreme Court of NY styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. was approximately $758 million. The amended complaint raises common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and seeks, among other things, rescission, compensatory and/or rescissionary damages, as well as punitive damages, associated with plaintiffs’ purchases of such certificates. On September 21, 2012, MS&Co filed a motion to dismiss the amended complaint, which was granted in part and denied in part on July 16, 2013. Defendants filed a notice of appeal of that decision on August 16, 2013. Following that decision, the total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co was approximately $656 million. At September 25, 2013, the current unpaid balance of the mortgage pass-through certificates remaining at issue in this case was approximately $324 million, and the certificates incurred actual losses of approximately $35 million. Based on currently available information, MS&Co believes it could incur a loss up to the difference between the $324 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co, plus pre- and post-judgment interest, fees and costs. MS&Co may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co and certain affiliates in the Superior Court of the State of New Jersey styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co is approximately $1 billion. The complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud and tortious interference with contract and seeks, among other things, compensatory damages, punitive damages, rescission and rescissionary damages associated with plaintiffs’ purchases of such certificates. On October 16, 2012, plaintiffs filed an amended complaint which, among other things, increases the total amount of the certificates at issue by approximately $80 million, adds causes of action for fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On March 15, 2013, defendants’ motion to dismiss was denied. At September 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $663 million, and the

 

31


Table of Contents

certificates had not yet incurred actual losses. Based on currently available information, MS&Co believes it could incur a loss in this action up to the difference between the $663 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co, plus pre- and post-judgment interest, fees and costs. MS&Co may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, MS&Co, as a major futures commission merchant and broker-dealer, is party to various civil actions, claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of MS&Co. MS&Co may establish reserves from time to time in connections with such actions.

 

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Table of Contents
Item 1A. Risk Factors.

  There have been no material changes to the risk factors set forth under (i) Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, (ii) Item 1A. “Risk Factors” in Amendment No. 2 to the Partnership’s Registration Statement on Form 10-12 G/A filed with the SEC on April 26, 2013, and (iii) Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, and June 30, 2013.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended September 30, 2013, there were subscriptions for 1,034.2090 Class A Redeemable Units totaling $1,456,886. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder. The Redeemable Units were purchased by accredited investors as defined in Regulation D. In determining the applicability of the exemption, the General Partner relied on the fact that the Redeemable Units were purchased by accredited investors in a private offering.

Proceeds from the sale of Redeemable Units are used in the trading of commodity interests including futures contracts, options, forwards and swap contracts.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

 

 

Period  

(a) Class A Total

Number of Shares

(or Redeemable

Units) Purchased*

 

(b) Class A Average  
Price Paid per  

Share (or
Redeemable Unit)**  

  (c) Total Number
of Shares (or
Redeemable Units)
Purchased as Part
of Publicly Announced
Plans or Programs
   

(d) Maximum
Number
(or Approximate

Dollar Value) of
Shares
(or Redeemable Units)
that May Yet Be

Purchased Under the
Plans or Programs

 

July 1, 2013 –

July 31, 2013

           472.9830
  $         1,418.13         N/A       N/A   

August 1, 2013 –

August 31, 2013

           403.1670   $         1,398.53         N/A       N/A   

September 1, 2013 –

September 30, 2013

           502.7810   $         1,401.96         N/A       N/A   
             1,378.9310
  $         1,406.50                    

* Generally, limited partners are permitted to redeem their Redeemable Units as of the end of each month on three business days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption, although to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for limited partners.

** Redemptions of Redeemable Units are effected as of the end of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions.

 

Item 3. Defaults Upon Senior Securities — None.

 

Item 4. Mine Safety Disclosures — Not Applicable.

 

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Table of Contents
Item 5. Other Information

JEM Master entered into a futures account agreement with MS&Co and commenced trading through an account at MS&Co on or about October 10, 2013. The Partnership entered into a futures brokerage account agreement with MS&Co and began transferring the brokerage account of the Partnership from CGM to MS&Co on or about October 29, 2013.

 

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Table of Contents
Item 6. Exhibits

Exhibit

3.1(a)    Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of Delaware on January 30, 2006 (filed as Exhibit 3.1(a) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(b)    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of Delaware on September 24, 2008 (filed as Exhibit 3.1(b) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(c)    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of Delaware on September 25, 2009 (filed as Exhibit 3.1(c) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(d)    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of Delaware on June 29, 2010 (filed as Exhibit 3.1(d) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(e)    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of Delaware on April 15, 2011 (filed as Exhibit 3.1(e) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
3.2(a)    Application for Authority as filed in the office of the Secretary of State of the State of New York on February 2, 2006 (filed as Exhibit 3.2(a) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(b)    Certificate of Amendment of the Application for Authority as filed in the office of the Secretary of State of the State of New York on September 24, 2008 (filed as Exhibit 3.2(b) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(c)    Certificate of Amendment of the Application for Authority as filed in the office of the Secretary of State of the State of New York on September 29, 2011 (filed as Exhibit 3.2(c) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(d)    Certificate of Amendment of the Application for Authority as filed in the office of the Secretary of State of the State of New York on June 30, 2010 (filed as Exhibit 3.2(d) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(e)    Certificate of Amendment of the Application for Authority as filed in the office of the Secretary of State of the State of New York on May 10, 2011 (filed as Exhibit 3.2(e) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(f)    Certificate of Amendment of the Application for Authority as filed in the office of the Secretary of State of the State of New York on September 6, 2011 (filed as Exhibit 3.2(f) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(g)    Certificate of Amendment to the Certificate of Limited Partnership dated August 7, 2013 (filed as Exhibit 3.2(g) to Form 10-Q filed on August 14,2013, and incorporated herein by reference).
3.3        Third Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.3 to Amendment No. 1 to Form 10-12G/A filed on November 7, 2012, and incorporated herein by reference)
10.1        Amended and Restated Management Agreement among the Partnership, Ceres Managed Futures LLC and J E Moody & Company LLC (filed as Exhibit 10.1 to Amendment No. 1 to Form 10-12G/A filed on November 7, 2012, and incorporated herein by reference)
10.2(a)    Management Agreement among the Partnership, Ceres Managed Futures LLC and Krom River Trading A.G. and Krom River Investment Management (Cayman) Limited (filed as Exhibit 10.2(a) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
(b)    Letter from the General Partner to Krom River Trading A.G. and Krom River Investment Management (Cayman) Limited extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.2(b) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)

 

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10.3(a)    Management Agreement among the Partnership, Ceres Managed Futures LLC and Aventis Asset Management, LLC (formerly Misfit Financial Group, LLC) (filed as Exhibit 10.3(a) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
       (b)    Amendment to the Management Agreement among the Partnership, Ceres Managed Futures LLC and Aventis Asset Management, LLC (formerly Misfit Financial Group, LLC) (filed as Exhibit 10.3(b) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
       (c)    Letter from the General Partner to Aventis Asset Management, LLC (formerly Misfit Financial Group, LLC) extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.3(c) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
10.4(a)    Management Agreement among the Partnership, Ceres Managed Futures LLC and Cirrus Capital Management LLC (filed as Exhibit 10.4(a) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
       (b)    Letter from the General Partner to Cirrus Capital Management LLC extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.4(b) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
10.5(a)    Management Agreement among the Partnership, Ceres Managed Futures LLC and Flintlock Capital Asset Management, LLC (filed as Exhibit 10.5(a) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
       (b)    Letter from the General Partner to Flintlock Capital Asset Management, LLC extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.5(b) to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
10.6        Form of Customer Agreement between the Partnership, Ceres Managed Futures LLC and Citigroup Global Markets Inc. (filed as Exhibit 10.6 to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
10.7        Agency Agreement between the Partnership, Ceres Managed Futures LLC and Morgan Stanley Smith Barney LLC (filed as Exhibit 10.7 to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
10.8        Form of Subscription Agreement (filed as Exhibit 10.8 to the General Form for Registration of Securities on Form 10 filed on June 29, 2012, and incorporated herein by reference)
10.9(a)    Escrow Agreement among Ceres Managed Futures LLC, Morgan Stanley Smith Barney LLC and The Bank of New York (filed as Exhibit 10.9(a) to Amendment No. 1 to the Form 10-12G/A filed on November 7, 2012, and incorporated herein by reference)
       (b)    Amendment No. 5 to Escrow Agreement among Ceres Managed Futures LLC, Morgan Stanley Smith Barney LLC and The Bank of New York (filed as Exhibit 10.9(b) to Amendment No. 1 to the Form 10-12G/A filed on November 7, 2012, and incorporated herein by reference)
  10.10    Commodity Futures Customer Agreement between the Partnership and MS&Co., effective October 29, 2013 (filed herewith).
31.1    Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith)
31.2    Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer) (filed herewith)
32.1    Section 1350 Certification (Certification of President and Director) (filed herewith)
32.2    Section 1350 Certification (Certification of Chief Financial Officer) (filed herewith)
101.INS    XBRL Instance Document.
101.SCH    XBRL Taxonomy Extension Schema Document.
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document.

 

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101.LAB    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMMODITY ADVISORS FUND L.P.

 

By:   Ceres Managed Futures LLC
  (General Partner)
By:  

/s/ Alper Daglioglu

 

Alper Daglioglu

President and Director

Date:  

November 14, 2013

 

By:   /s/ Alice Lonero                                
 

Alice Lonero

Chief Financial Officer

(Principal Accounting Officer)

Date:   November 14, 2013