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General Partner and Related Party Transactions
9 Months Ended
Sep. 30, 2015
General Partner and Related Party Transactions  
General Partner and Related Party Transactions

Note 5. General Partner and Related Party Transactions

 

The General Partner shall at all times, so long as it remains a general partner of the Partnership, own Units in the Partnership: (i) in an amount sufficient, in the opinion of counsel for the Partnership, for the Partnership to be taxed as a partnership rather than as an association taxable as a corporation; and (ii) during such time as the Units are registered for sale to the public, in an amount at least equal to the greater of: (a) 1 percent of all capital contributions of all Partners to the Partnership; or (b) $25,000; or such other amount satisfying the requirements then imposed by the North American Securities Administrators Association, Inc. (NASAA) Guidelines. Further, during such time as the Units are registered for sale to the public, the General Partner shall, so long as it remains a general partner of the Partnership, maintain a net worth (as such term may be defined in the NASAA Guidelines) at least equal to the greater of: (i) 5 percent of the total capital contributions of all partners and all limited partnerships to which it is a general partner (including the Partnership) plus 5 percent of the Units being offered for sale in the Partnership; or (ii) $50,000; or such other amount satisfying the requirements then imposed by the NASAA Guidelines. In no event, however, shall the General Partner be required to maintain a net worth in excess of $1,000,000 or such other maximum amount satisfying the requirements then imposed by the NASAA Guidelines.

 

Ten percent of the General Partners limited partnership interest in the Partnership is characterized as a general partnership interest. Notwithstanding, the general partnership interest will continue to pay all fees associated with a limited partnership interest.

 

The Partnership pays the General Partner a monthly brokerage charge, organization and offering costs and operating expenses as presented in the table below:

 

 

 

 

 

Organization and Offering

 

 

 

 

 

Brokerage charge*

 

Reimbursement*

 

Operating Expense*

 

Class A units

 

7.00 

%

0.10 

%

0.25 

%

Class B units

 

7.45 

%

0.30 

%

0.25 

%

Legacy 1 Class units

 

4.50 

%

0.30 

%

0.25 

%

Legacy 2 Class units

 

4.75 

%

0.30 

%

0.25 

%

Global 1 Class units

 

3.95 

%

0.30 

%

0.25 

%

Global 2 Class units

 

4.20 

%

0.30 

%

0.25 

%

Global 3 Class units

 

5.95 

%

0.30 

%

0.25 

%

 

*The fees are calculated and payable monthly on the basis of month-end adjusted net assets. “Adjusted net assets” is defined as the month-end net assets of the particular class before accruals for fees and expenses and redemptions.

 

Included in the total brokerage charge are amounts paid to the clearing brokers for execution and clearing costs, which are reflected in the commissions line of the consolidated statements of operations, and the remaining amounts are management fees paid to the Advisors, compensation to the selling agents and an amount to the General Partner for management services rendered, which are reflected in the brokerage charge line on the consolidated statements of operations. The brokerage charge in the amount of $3,170,861 and $10,657,787, respectively, for the three and nine months ended September 30, 2015 and $4,147,505 and $14,220,918, respectively, for the three and nine months ended September 30, 2014, respectively, are shown on the consolidated statements of operations.

 

Transaction costs and consulting fees are taken into account in determining the net amount the Partnership receives or pays in connection with swap transactions, but such costs or fees are not directly charged to the Partnership or any of its trading companies. The general partner will reduce (but not below zero) the brokerage charge by the amount of such costs and fees. Each class of units pays a fee to a counterparty in respect of any swap transaction of up to 0.50% of the notional amount of such swap transaction.

 

Ongoing organization and offering costs of the Partnership are paid for by the General Partner and reimbursed by the Partnership.  The organization and offering costs in the amounts of $182,058 and $602,272, respectively, for the three and nine months ended September 30, 2015 and $232,297 and $803,252, respectively, for the three and nine months ended September 30, 2014, respectively, are shown on the consolidated statements of operations.

 

Operating expenses of the Partnership are paid for by the General Partner and reimbursed by the Partnership. To the extent operating expenses are less than 0.25 percent of the Partnership’s average month-end net assets during the year, the difference may be reimbursed pro rata to record-holders as of December 31 of each year.  The operating expenses in the amounts of $157,497 and $520,538, respectively, for the three and nine months ended September 30, 2015 and $200,132 and $691,763, respectively, for the three and nine months ended September 30, 2014, respectively, are shown on the consolidated statements of operations.