10-Q 1 d10q.txt FORM 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED: 9/30/01 COMMISSION FILE NUMBER: 333-52543 ------- --------- TUDOR FUND FOR EMPLOYEES L.P. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3543779 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1275 King Street, Greenwich, Connecticut 06831 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 863-6700 -------------------------------------------------------------------------------- (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 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. X YES NO --- --- PART I - FINANCIAL INFORMATION Item 1. - Financial Statements TUDOR FUND FOR EMPLOYEES L.P. STATEMENTS OF FINANCIAL CONDITION

The accompanying notes are an integral part of these statements. TUDOR FUND FOR EMPLOYEES L.P. STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)

The accompanying notes are an integral part of these statements.

(a) See Note 3 - Capital Accounts (b) See Note 4 - Redemption of Units The accompanying notes are an integral part of these statements. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (UNAUDITED) (1) ORGANIZATION ------------ Tudor Fund For Employees L.P. (the "Partnership") was organized under the Delaware Revised Uniform Limited Partnership Act (the "Act") on November 22, 1989, and commenced trading operations on July 2, 1990. Second Management LLC (the "General Partner") is the general partner of the Partnership. Tudor Investment Corporation ("TIC"), an affiliate of the General Partner, acts as the trading advisor of the Partnership. The General Partner is registered with the Commodity Futures Trading Commission as a Commodity Pool Operator and a Commodity Trading Advisory and is a member of the National Futures Association in such capacities. Ownership of limited partnership units is restricted to either employees of TIC and its principals or its affiliates. The objective of the Partnership is to realize capital appreciation through speculative trading of futures, forwards, option contracts and other derivative instruments, including commodity interests (collectively, "derivative instruments"). The Partnership will terminate on December 31, 2010 or at an earlier date if certain conditions occur as outlined in the Second Amended and Restated Partnership Agreement dated as of May 22, 1996 (the "Limited Partnership Agreement"). DUTIES OF THE GENERAL PARTNER ----------------------------- The General Partner acts as the commodity pool operator of the Partnership and is responsible for the selection and monitoring of the commodity trading advisors and the commodity brokers used by the Partnership. The General Partner is also responsible for the performance of all administrative services necessary to the Partnership's operations. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ ACCOUNTING POLICY ----------------- The financial statements presented have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management of the General Partner, include all adjustments necessary for a fair statement of each period presented. CASH AND CASH EQUIVALENTS ------------------------- Cash and cash equivalents include cash held at banks and overnight time deposits. REVENUE RECOGNITION AND VALUATION METHODOLOGIES ----------------------------------------------- Trading activities, including related revenues and expenses, are recorded on a trade date basis. Interest income and expense are recorded on the accrual basis. Derivative instruments are valued at independent market values when available from major exchanges or, if none is available, at independent broker quotations or fair value as determined by management. In determining fair value, management utilizes pricing models with market quoted inputs and also considers closing exchange prices of related instruments, time value of money, volatility factors of the underlying instruments, and other market conditions. The valuations are compared to those obtained from the counterparties to the contracts. BROKERAGE COMMISSIONS AND FEES ------------------------------ These expenses represent all brokerage commissions, exchange, National Futures Association and other fees incurred in connection with the execution of commodity interests trades. Commissions and fees associated with open commodity interests at the end of the period are accrued. INCENTIVE FEE ------------- The Partnership pays TIC, as trading advisor, an incentive fee equal to 12% of the Net Trading Profits (as defined in the Limited Partnership Agreement), earned as of the end of each fiscal quarter of the Partnership. Since inception of the TIC 401(k) Savings and Profit-Sharing Plan (the "TIC 401(k) Plan"), TIC has waived its right to receive an incentive fee attributable to units of limited partnership interest held at the beginning of each month by the TIC 401(k) Plan. MANAGEMENT FEE -------------- The Partnership also pays TIC, for the performance of its duties, a monthly management fee equal to 1/12 of 2% (2% per annum) of the Partnership's net assets (as defined in the Limited Partnership Agreement). Since inception of the TIC 401(k) Plan, TIC has waived its right to receive a management fee attributable to units of limited partnership interest held at the beginning of each month by the TIC 401(k) Plan. FOREIGN CURRENCY TRANSLATION ---------------------------- Assets and liabilities denominated in foreign currencies are translated at month-end exchange rates. Gains and losses resulting from foreign currency transactions are calculated using daily exchange rates and are included in the accompanying statements of operations. DUE FROM BROKERS ---------------- Due from brokers primarily consists of foreign currencies and cash balances carried as margin deposits with clearing brokers for the purpose of trading in commodity interests, futures contracts and other derivative instruments. Also included in due from brokers is the unrealized gains and losses on open commodity interests, futures contracts and other derivative instruments. As of September 30, 2001 and December 31, 2000 due from broker was comprised of $4,235,263 and $2,209,855 in cash balances and foreign currencies and ($458,710) and $401,008 in unrealized gains (losses) on commodity interest, open futures contracts and other derivative instruments. PENDING PARTNER ADDITIONS ------------------------- Pending partner additions is comprised of cash received prior to the last day of the quarter for which units were issued on the first day of the subsequent quarter. Pending partner additions did not participate in the earnings of the Partnership until the related units were issued. USE OF ESTIMATES ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the financial statements are reasonable and prudent, however, actual results could differ from these estimates. NET GAIN PER UNIT ------------------------ Net gain per unit is computed by dividing net income by the monthly average of units outstanding at the beginning of each month. RECLASSIFICATIONS ----------------- Certain reclassifications have been made to prior year balances to conform with current year presentation. RECENT ACCOUNTING PRONOUNCEMENTS -------------------------------- In September of 2000, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a replacement of FASB Statement No. 125" ("SFAS 140"). SFAS 140 amends the recognition and reclassification of collateral and disclosures related to securitization transactions and collateral. These changes are effective for fiscal years ending after December 15, 2000. SFAS 140 also amends the accounting for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. The impact of the SFAS 140 provisions as of December 31, 2000 and effective subsequent to March 31, 2001 has not resulted in a material change on the Partnership's financial statements. (3) CAPITAL ACCOUNTS ---------------- The minimum subscription amount is $1,000 for new Limited Partners. Additional contributions may be made in increments of $1,000. Both subscriptions and contributions may be made quarterly, at the beginning of the respective month. Each partner, including the General Partner, has a capital account with an initial balance equal to the amount such partner paid for its units of partnership interest. The Partnership's net assets are determined monthly, and any increase or decrease from the end of the preceding month is added to or subtracted from the capital accounts of the partners based on the ratio that the balance of each capital account bears in relation to the balance of all capital accounts as of the beginning of the month. The number of units held by the TIC 401(k) Plan will be restated as necessary for management and incentive fees attributable to units held at the beginning of each month by the TIC 401(k) Plan to equate the per unit value of the TIC 401(k) Plan's capital account with the Partnership's per unit value. (4) REDEMPTION OF UNITS ------------------- At each quarter-end, units are redeemable at the discretion of each Limited Partner. Redemption of units in $1,000 increments and full redemption of all units are made at 100% of the net asset value per unit effective as of the last business day of any quarter as defined in the Limited Partnership Agreement. Partial redemptions of units which would reduce the net asset value of a Limited Partner's unredeemed units to less than the minimum investment then required of new Limited Partners or such Limited Partner's initial investment, whichever is less, will be honored only to the extent of such limitation. (5) INCOME TAXES ------------ No provision for income taxes has been made in the accompanying financial statements. Partners are responsible for reporting income or loss based upon their respective shares of revenue and expenses of the Partnership. (6) RELATED PARTY TRANSACTIONS -------------------------- The General Partner, due to its relationship with its affiliates and certain other parties, may enter into certain related party transactions. Bellwether Partners LLC ("BPL"), a Delaware limited liability company and an affiliate of the General Partner, is the Partnership's primary forward contract counterparty. Effective August 1, 1995, BPL ceased charging commissions for transacting the Partnership's foreign exchange and commodity forward contracts. The Partnership typically has on deposit with BPL, as collateral for forward contracts, up to 5% of the Partnership's net assets. Bellwether Futures LLC ("BFL"), a Delaware limited liability company, is an affiliate of the General Partner and is qualified to do business in Illinois. Effective January 1, 1996, BFL ceased collecting give-up fees from the Partnership as compensation for assisting in the execution of treasury bond futures by floor brokers on the Chicago Board of Trade. BFL ceased operations in March 2001. TIC receives incentive and management fees as compensation for acting as trading advisor (Note 2). (7) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND ----------------------------------------------------- CONCENTRATION OF CREDIT RISK ---------------------------- In June, 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities. The statement requires the Partnership to recognize all derivatives on the statements of financial condition at fair value. SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities-Deferral of Effective Date of SFAS No. 133," amended SFAS No. 133 to be effective for fiscal years beginning after June 15, 2000 (January 1, 2001, for all companies with calendar-year fiscal year). The Partnership has elected early adoption of SFAS No. 133 and, accordingly, its standards are applied in the accompanying financial statements. The Partnership has always maintained a policy of valuing its securities positions and derivative instruments at market or estimated fair values and of including any unrealized gains and losses in results of operations. Accordingly, the adoption of SFAS No. 133 has not resulted in a valuation or an accounting change in the accompanying financial statements. In the normal course of business, the Partnership is a party to a variety of off-balance sheet financial instruments in connection with its trading activities. These activities include the trading of futures, forwards, options, swaps and other derivative instruments. For future, forwards, swaps and forward rate agreements the unrealized gain or loss, rather than the contract or notional amounts, represents the approximate future cash requirements. The Partnership is subject to market and credit risk associated with changes in the value of the underlying financial instruments, as well as the loss of appreciation on certain instruments, if its counterparties fail to perform which may be in excess of the amounts recognized in the statements of financial condition. As a writer of options, the Partnership bears the risk of unfavorable changes in the price of the underlying instrument which may be in excess of the premium received. TIC takes an active role in managing and controlling the Partnership's market and credit risk and has established formal control procedures which are reviewed on an ongoing basis. In order to control the Partnership's market exposure, TIC applies risk management guidelines and policies designed to protect the Partnership's capital. These guidelines and policies include quantitative and qualitative criteria for evaluating the appropriate risk levels for the Partnership. TIC's Risk Management Committee, comprised of senior personnel from different disciplines, regularly reviews the Partnership's trading positions. The Tudor Management Committee, together with the Risk Management Committee and Tudor's Risk Management Department assess and evaluate the Partnership's potential exposures to market risk based on analyses performed by the Risk Management Department. The Risk Management Department's responsibilities include: focusing on the positions taken in various instruments and markets globally; ascertaining that all such positions are accurately reflected on the Partnership's position reports; and evaluating the risk exposure associated with all of those positions. The Risk Management Department uses a statistical technique known as Value at Risk ("VaR") to assist the Partnership in measuring its exposure to market risk related to its trading positions. The VaR model is a proprietary system and is one of the many analytical tools used by the Risk Management Department to monitor and review the market risk exposure of the Partnership's trading portfolios. The VaR model projects potential losses of the portfolio and is based on a methodology which uses a one year observation period of hypothetical daily changes in trading portfolio value, a one-day holding period and a one standard deviation level. These figures can be scaled up to indicate risk at the 95% or 99% confidence level. TIC attempts to minimize credit risk exposure to trading counterparties and brokers through formal credit policies and monitoring procedures. TIC has established a formal Credit Committee, comprised of senior managers from different disciplines, that meets regularly to analyze the credit risks associated with the Partnership's counterparties, intermediaries and service providers. A significant portion of the Partnership's positions, including cash and cash equivalents, are invested with or held at institutions of high credit standing. The Credit Committee establishes counterparty exposure limits and specifically designates which product types are approved for trading. The Partnership also reduces its credit risk by entering into master agreements with certain counterparties that include netting provisions that incorporate the right of "offset" (assets less liabilities) across OTC contracts with such counterparties. Accordingly, cash collateral received is net against the contractual commitment asset and a liability is recorded to the counterparty for the cash collateral pledged. The Partnership has bi-lateral collateral agreements ("Collateral Agreements") with its counterparties whereby the Partnership is required to monitor the fair value of its derivative transactions on a daily basis and will pledge or pull back additional collateral as necessary. The Partnership records cash collateral posted as a receivable from the counterparty. As of September 30, 2001, the Partnership has pledged $424,775 and no securities collateral, under these Collateral Agreements. Counterparties' creditworthiness is monitored in the context of the Partnership's overall exposure to such counterparties. BPL is the Partnership's primary forward contract counterparty (Note 6). Notwithstanding the risk monitoring and credit review performed by TIC with respect to its counterparties, including BPL, there always is a risk of nonperformance. The following table summarizes September 30, 2001 and December 31, 2000 assets and liabilities resulting from unrealized gains and losses on derivative instruments included in the statements of financial condition (000's omitted):

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF ------- ------------------------------------- FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- The Partnership commenced operations on July 2, 1990. Following the closing of the initial offering period, the Partnership had 37 Limited Partners who subscribed for 421 units of limited partnership interest for $421,000. In addition, the General Partner purchased 400 units of general partnership interest for $400,000. The Partnership had additions of $394,000 and redemptions of $2,273,414 during the quarter ended September 30, 2001 (the "Current Quarter"). From its inception through October 1, 2001, the Partnership received total Limited Partner subscriptions and contributions of $40,842,241 and had total withdrawals of $34,366,725. In addition, the General Partner contributed $1,900,000 since inception. The General Partner redeemed $2,000,000 on March 31, 1994 and $1,400,000 on December 31, 1996. The General Partner's equity in the Partnership as of September 30, 2001 was approximately $1,770,442 representing approximately 6% of the Partnership's equity. At October 1, 2001, the Partnership had a total of 103 Limited Partners. As specified in its Limited Partnership Agreement, the Partnership may accept investments from certain employee benefit plans to the extent that such investment does not exceed 25% of the aggregate value of outstanding units, excluding units held by the General Partner and its affiliates. On August 1, 1995, the Partnership accepted an investment of $99,306 from the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the "TIC 401(k) Plan"), a qualified plan organized for the benefit of employees of TIC and certain of its affiliates. The Partnership has received TIC 401(k) Plan contributions in the aggregate amount from inception through October 1, 2001 of $4,182,443. The TIC 401(k) Plan's equity in the Partnership as of October 1, 2001 was approximately $6,304,469 representing approximately 19.6% of the Partnership's equity or approximately 22.2% excluding units held by the General Partner and its affiliates. TIC has waived its right to receive management and incentive fees attributable to units held by the TIC 401(k) Plan. The number of units of limited partnership interest held by the TIC 401(k) Plan will be restated as necessary to equate the per unit value of the TIC 401(k) Plan's capital account with the Partnership's per unit value. Furthermore, BPL ceased charging commissions for transacting the Partnership's foreign exchange spot and forward and commodity forward contracts. (1) LIQUIDITY --------- The Partnership's assets are deposited and maintained with BPL, banks or in trading accounts with clearing brokers, and are used by the Partnership as margin and collateral to engage in futures, option, and forward contract trading. Since the Partnership's sole purpose is to trade in futures, option, and forward contracts, and other commodity interest contracts, it is anticipated that the Partnership will continue to maintain substantial liquid assets for margin purposes. Interest income for the Current Quarter was $277,223 compared to $299,184 during the quarter ended September 30, 2000. This decrease was due to a lowering of interest rates by the Federal Reserve. Cash and cash equivalents are part of the Partnership's inventory. Cash and cash equivalents represented approximately 89% and 91% of the Partnership's assets as of September 30, 2001 and December 31, 2000. The cash and cash equivalents satisfy the Partnership's need for cash on both a short term and long term basis. Since futures contract trading generates a significant percentage of the Partnership's income, any restriction or limit on that trading may render the Partnership's investment in futures contracts illiquid. Most commodity exchanges limit fluctuations in certain commodity contract prices during a single day by regulations referred to as a "daily price fluctuation limit" or "daily limits". Pursuant to such regulations, during a single trading day, no trade may be executed at a price beyond the daily limits. If the price for a contract or a particular commodity has increased or decreased by an amount equal to the "daily limit," positions in such contracts can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity interest contract prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Partnership from promptly liquidating its commodity positions. (2) CAPITAL RESOURCES ----------------- The Partnership does not have, nor does it expect to have, any fixed assets. Redemptions and additional sales of Units in the future will impact the amount of funds available for investments in commodity interest contracts in subsequent periods. As the amount of capital changes, the size of the positions taken by the Partnership is adjusted. The Partnership is currently open to new investments, which can be made quarterly. Such investments are limited to employees of TIC and its principals or its affiliates and certain employee benefit plans, including, but not limited to, the TIC 401(k) Plan. (3) RESULTS OF OPERATIONS --------------------- The following table compares Net Asset Value per Unit as of September 30, 2001 and 2000:

Net trading gains and losses includes realized and unrealized trading gains and losses and commissions from strategies that use a variety of derivative financial instruments are recorded in the statements of operations. The following table summarizes the components (in thousands) of net trading gains and losses, for the three and nine months ended September 30, 2001 and 2000.

Since the Partnership is a speculative trader in the commodities markets, current year results are not comparable to previous year's results. The following table illustrates the Partnership's net trading gains and losses as a return on average Net Assets, brokerage commissions and fees as a percentage of Net Assets, and incentive fees as a percentage of net trading gains and losses.

In general, commission rates have remained stable. Professional fees and other expenses during the Current Quarter ended remained stable as compared to the quarter ended September 30, 2000. Inflation is not expected to be a major factor in the Partnership's operations, except that traditionally the commodities markets have tended to be more active. Since the commencement of the Partnership's trading operations in July 1990, inflation has not been a major factor in the Partnership's operations. (4) RISK MANAGEMENT --------------- In the normal course of business, the Partnership is a party to a variety of off-balance sheet financial instruments in connection with its trading activities. These activities include the trading of futures, forwards, options, swaps, and other derivative instruments. For futures, forwards, swaps and forward rate agreements the unrealized gain or loss, rather than the contract notional amounts, represents the approximate future cash requirements. The Partnership is subject to market and credit risk associated with changes in the value of underlying financial instruments, as well as the loss of appreciation on certain instruments, if its counterparties fail to perform, which may be in excess of the amounts recognized in the statements of financial condition. As a writer of options, the Partnership bears the risk of unfavorable changes in the price of the underlying instrument which may be in excess of the premium received. TIC takes an active role in managing and controlling the Partnership's market and credit risk and has established formal control procedures that are reviewed on an ongoing basis. In order to control the Partnership's market exposure, TIC applies risk management guidelines and policies designed to protect the Partnership's capital. These guidelines and policies include quantitative and qualitative criteria for evaluating the appropriate risk levels for the Partnership. TIC's Risk Management Committee, comprised of senior personnel from different disciplines, regularly reviews the Partnership's trading positions. The Tudor Management Committee, together with the Risk Management Committee and Tudor's Risk Management Department assess and evaluate the Partnership's potential exposures to market risk based on analyses performed by the Risk Management Department. The Risk Management Department's responsibilities include: focusing on the positions taken in various instruments and markets globally; ascertaining that all such positions are accurately reflected on the Partnership's position reports; and evaluating the risk exposure associated with all of those positions. The Risk Management Department uses a statistical technique known as Value at Risk ("VaR") to assist the Partnership in measuring its exposure to market risk related to its trading positions. The VaR model is a proprietary system and is one of the many analytical tools used by the Risk Management Department to monitor and review the market risk exposure of the Partnership's trading portfolios. The VaR model projects potential losses of the portfolio and is based on a methodology which uses a one-year observation period of hypothetical daily changes in trading portfolio value, a one-day holding period and one standard deviation level. These figures can be scaled-up to indicate risk exposure at the 95% or 99% confidence level. The following table illustrates the VaR for each component of market risk as of September 30, 2001. The dollar values represent the VaR scaled up to a 95% confidence level.

Cash and due from brokers are due principally from high credit quality international financial institutions. Exchange traded futures and option contracts are marked-to-market daily, with variations in value settled on a daily basis with the exchange upon which they are traded and with the futures commission merchant through which the commodity futures and options contracts are executed. Forward contracts are generally settled with the counterparty two days after the trade. TIC attempts to minimize credit risk exposure to trading counterparties and brokers through formal credit policies and monitoring procedures. TIC has established a formal Credit Committee, comprised of senior managers from different disciplines, that meets regularly to analyze the credit risks associated with the Partnership's counterparties, intermediaries and service providers. A significant portion of the Partnership's positions, including cash and cash equivalents, are invested with or held at institutions of high credit standing. The Credit Committee establishes counterparty exposure limits and specifically designates which product types are approved for trading. The Partnership also reduces its credit risk by entering into master agreements with certain counterparties that include netting provisions that incorporate the right of "offset" (assets less liabilities) across OTC contracts with such counterparties. Accordingly, cash collateral received is net against the contractual commitment asset and a liability is recorded to the counterparty for the cash collateral pledged. Counterparties' creditworthiness is monitored in the context of the Partnership's overall exposure to such counterparties. BPL is the Partnership's primary forward contract counterparty (Note 6). Notwithstanding the risk monitoring and credit review performed by TIC with respect to its counterparties, including BPL, there always is a risk of nonperformance. Generally, financial contracts can be closed out at TIC's discretion. An illiquid or closed market, however, could prevent the closeout of positions. PART II - OTHER INFORMATION CHANGES IN SECURITIES AND USE OF PROCEEDS ----------------------------------------- The Partnership initially registered 10,000 Units of Limited Partnership Interest pursuant to a registration statement (Commission file number 33-33982) that was declared effective on June 22, 1990. The Partnership registered an additional 10,000 Units of Limited Partnership Interest on June 9, 1998 (Commission file number 333-52543). Of the 20,000 Units that have been registered, 12,189.357 Units having an aggregate value of $40,842,242 have been sold through October 1, 2001. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TUDOR FUND FOR EMPLOYEES L.P. By: Second Management LLC, General Partner By: /s/ Mark F. Dalton ---------------------------------- Mark F. Dalton, President of the General Partner By: /s/ John R. Torell ---------------------------------- John R. Torell, Chief Financial Officer of the General Partner November 14, 2001

TUDOR FUND FOR EMPLOYEES LP 10-Q