UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No) |
(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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N/A |
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N/A |
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N/A |
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Securities registered pursuant to Section 12(g) of the Act: |
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Redeemable Units of Limited Partnership Interest |
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(Title of Class) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 31, 2022,
MANAGED FUTURES PREMIER WARRINGTON L.P.
FORM 10-Q
INDEX
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Page Number |
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Item 1. |
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3 |
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3 |
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4-5 |
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6 |
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7 |
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8-17 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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18-19 |
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Item 3. |
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20 |
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Item 4. |
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21 |
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Item 1. |
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22 |
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Item 1A. |
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22 |
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Item 2. |
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22 |
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Item 3. |
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22 |
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Item 5. |
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22 |
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Item 6. |
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23-24 |
2
PART I
Item 1. Financial Statements
Managed Futures Premier Warrington L.P.
Statements of Financial Condition
(Unaudited)
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September 30, 2022 |
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December 31, 2021 |
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Assets: |
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Equity in trading account: |
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Cash |
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$ |
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$ |
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Cash margin |
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— |
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Investments in U.S. government securities, at fair value (Cost $ |
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— |
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Total trading equity |
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Other |
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Total assets |
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$ |
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$ |
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Liabilities and Partners’ Capital: |
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Liabilities: |
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Written options, at fair value (premium $ September 30, 2022 and December 31, 2021, respectively) |
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$ |
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$ |
— |
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Accrued expenses: |
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Ongoing selling agent fees |
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Advisory fees |
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Administrative fees |
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Professional fees |
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Other |
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— |
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Redemptions payable |
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Total liabilities |
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Partners’ Capital: |
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General Partner, Class GP ( September 30, 2022 and December 31, 2021, respectively) |
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Limited Partners, Class A ( outstanding at September 30, 2022 and December 31, 2021, respectively) |
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Limited Partners, Class D ( September 30, 2022 and December 31, 2021, respectively) |
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Total partners’ capital |
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Total liabilities and partners’ capital |
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$ |
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$ |
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Net asset value per unit: |
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Class A |
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$ |
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$ |
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Class D |
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$ |
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$ |
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Class GP |
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$ |
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$ |
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See accompanying notes to financial statements.
3
Managed Futures Premier Warrington L.P.
Condensed Schedule of Investments
September 30, 2022
(Unaudited)
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Face Value |
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Fair Value |
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% of Partners’ Capital |
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Investments in U.S. Government Securities, at Fair Value |
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United States Government |
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Treasury Bill |
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$ |
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$ |
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% |
Treasury Bill |
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$ |
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$ |
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% |
Treasury Bill |
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$ |
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$ |
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% |
Treasury Bill |
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$ |
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$ |
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% |
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Total investments in U.S. government securities at fair value (cost $ |
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$ |
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% |
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Number of Contracts |
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Fair Value |
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% of Partners’ Capital |
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Written Options |
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Indices |
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Calls |
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$ |
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)% |
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Total written options (premium received $ |
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( |
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Net fair value |
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$ |
( |
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( |
)% |
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See accompanying notes to financial statements. |
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4
Managed Futures Premier Warrington L.P.
Condensed Schedule of Investments
December 31, 2021
(Unaudited)
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Number of Contracts |
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Fair Value |
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% of Partners’ Capital |
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Options Purchased |
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Indices |
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Calls |
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- |
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$ |
- |
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Puts |
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- |
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- |
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- |
Total options purchased (cost $ -) |
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- |
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- |
Written Options |
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Indices |
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Calls |
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- |
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- |
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- |
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Puts |
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- |
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- |
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- |
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Total written options (premium received $ -) |
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- |
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- |
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Net fair value |
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$ |
- |
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- |
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See accompanying notes to financial statements.
5
Managed Futures Premier Warrington L.P.
Statements of Income and Expenses
(Unaudited)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Investment Income: |
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Interest income |
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$ |
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$ |
— |
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$ |
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$ |
— |
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Expenses: |
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Ongoing selling agent fees |
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Clearing fees |
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Advisory fees |
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Administrative fees |
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Professional fees |
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Other |
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( |
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( |
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Total expenses |
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Net investment income (loss) |
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( |
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( |
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( |
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( |
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Trading Results: |
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Net gains (losses) on trading of commodity interests: |
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Net realized gains (losses) on closed contracts |
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Change in net unrealized gains (losses) on open contracts |
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( |
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( |
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Total trading results |
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Net income (loss) before allocation to Special Limited Partner |
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( |
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( |
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Allocation to Special Limited Partner |
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— |
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— |
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( |
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— |
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Net income (loss) available for pro rata distribution |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Net income (loss) allocation by class: |
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Class A |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Class D |
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$ |
( |
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$ |
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$ |
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$ |
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Class GP |
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$ |
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$ |
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$ |
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$ |
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Net asset value per unit: |
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Class A ( September 30, 2022 and 2021, respectively) |
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$ |
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$ |
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$ |
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$ |
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Class D ( September 30, 2022 and 2021, respectively) |
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$ |
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$ |
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$ |
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$ |
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Class GP ( September 30, 2022 and 2021, respectively) |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) per unit: (Note 3) |
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Class A* |
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$ |
( |
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$ |
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$ |
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$ |
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Class D* |
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$ |
( |
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$ |
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$ |
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$ |
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Class GP* |
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$ |
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$ |
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$ |
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$ |
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Weighted average units outstanding: |
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Class A |
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Class D |
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Class GP |
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* |
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See accompanying notes to financial statements.
6
Managed Futures Premier Warrington L.P.
Statements of Changes in Partners’ Capital
For the Three and Nine Months Ended September 30, 2022 and 2021
(Unaudited)
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Class A |
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Class D |
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Class GP |
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Total |
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Amount |
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Units |
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Amount |
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Units |
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Amount |
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Units |
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Amount |
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Units |
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Partners’ capital at December 31, 2021 |
$ |
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$ |
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$ |
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$ |
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Net Income (loss) available for pro rata distribution |
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— |
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— |
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— |
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— |
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Allocation of Redeemable Units to Special Limited Partner |
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— |
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— |
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— |
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— |
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Subscriptions - Limited Partners |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Redemptions - Limited Partners |
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( |
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( |
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— |
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— |
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— |
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— |
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( |
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( |
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Redemptions - General Partner |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Partners’ capital at June 30, 2022 |
$ |
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$ |
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$ |
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$ |
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Net income (loss) available for pro rata distribution |
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( |
) |
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— |
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( |
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— |
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— |
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( |
) |
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— |
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Allocation of Redeemable Units to Special Limited Partner |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Subscriptions - Limited Partners |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Redemptions - Limited Partners |
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( |
) |
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( |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Redemptions - General Partner |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Partners’ capital at September 30, 2022 |
$ |
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$ |
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$ |
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$ |
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Class A |
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Class D |
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|
Class GP |
|
|
Total |
|
||||||||||||||||||||
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
||||||||
Partners’ capital at December 31, 2020 |
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net Income (loss) available for pro rata distribution |
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
Allocation of Redeemable Units to Special Limited Partner |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Subscriptions - Limited Partners |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Redemptions - Limited Partners |
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Redemptions - General Partner |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Partners’ capital at June 30, 2021 |
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Net income (loss) available for pro rata distribution |
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Allocation of Redeemable Units to Special Limited Partner |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Subscriptions - Limited Partners |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Redemptions - Limited Partners |
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Redemptions - General Partner |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Partners’ capital at September 30, 2021 |
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
7
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
1. |
Organization: |
Managed Futures Premier Warrington L.P. (formerly known as Warrington Fund L.P.) (the “Partnership”) is a limited partnership organized on November 28, 2005, under the partnership laws of the State of New York to engage in the speculative trading of commodity interests including futures and option contracts. The Partnership does not currently intend to, but may in the future, engage in transactions in spot and forward markets. The Partnership primarily trades futures and options in the stock indices sector. The Partnership may also hold U.S. Treasury bills (“T-Bills”). The Partnership commenced trading on February 21, 2006. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership privately and continuously offers redeemable units of limited partnership interest (“Redeemable Units”) in the Partnership to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.
Effective as of the close of business on March 31, 2015, Warrington GP, 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 beneficially owned by Scott C. Kimple. From inception to the close of business on March 31, 2015, Ceres Managed Futures LLC, a Delaware limited liability company, acted as the general partner (“CMF GP”) and commodity pool operator of the Partnership. On January 9, 2015, Scott C. Kimple proposed in a proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) and distributed to Limited Partners (defined below), that Warrington GP, LLC become the new general partner of the Partnership. The requisite number of each class of limited partnership interests approved the proposals described in the Proxy Statement, and, as a result, Warrington GP, LLC became the new general partner of the Partnership effective as of the close of business on March 31, 2015. CMF GP withdrew as the general partner of the Partnership immediately following Warrington GP, LLC becoming the Partnership’s new general partner.
Effective as of the close of business on March 31, 2015, Warrington SLP, LP, a Delaware limited partnership and an affiliate of the General Partner, became a special limited partner of the Partnership (the “Special Limited Partner”) and receives a quarterly profit share allocation equal to
All of the trading decisions for the Partnership are made by Warrington Asset Management LLC (the “Advisor”), an affiliate of the General Partner, using the Strategic Trading Program (formerly, the “Core Trading Program”), a proprietary trading program.
The General Partner is not aware of any material changes to the trading program discussed above during the fiscal quarter ended September 30, 2022.
On June 15, 2011, the Partnership began offering “Class A” Redeemable Units and “Class D” Redeemable Units pursuant to the offering memorandum. All outstanding Redeemable Units on June 15, 2011 were designated Class A Redeemable Units. The rights, powers, duties and obligations associated with the investment in Class A Redeemable Units were not changed. On October 1, 2011, the first Class D Redeemable Units were issued to limited partners of the Partnership (each a “Limited Partner”). Class A Redeemable Units and Class D Redeemable Units will each be referred to as a “Class” and together referred to as the “Classes.” The Class of Redeemable Units that a Limited Partner receives will generally depend upon the amount invested in the Partnership, although the General Partner may determine to offer Class A Redeemable Units or Class D Redeemable Units to investors in its sole discretion. On May 1, 2015, a new share class of units of general partner interest “Class GP” was initiated to accept an investment from the General Partner.
During the three and nine months periods ended September 30, 2022, the Partnership’s commodity brokers were Wedbush Securities, Inc. (“Wedbush”) and ADM Investor Services, Inc. (“ADM”), both of whom are registered futures commission merchants.
Effective April 21, 2017, the Partnership entered into a commodity futures customer agreement with Wedbush (the “Wedbush Customer Agreement”); however, the Partnership did not engage in any trading activity through Wedbush until June 26, 2017. The Partnership pays Wedbush trading fees for the clearing and, if applicable, execution of transactions. In addition, with respect to excess cash, Wedbush does not pay interest on excess cash held in the Partnership’s account. The excess cash balances will be monitored and are expected to have an immaterial impact on the interest earned.
Effective March 13, 2017, the Partnership entered into a commodity futures customer agreement with ADM (the “ADM Customer Agreement”); however, the Partnership did not engage in any trading activity through ADM until April 6, 2017. The Partnership pays ADM trading fees for the clearing and, if applicable, execution of transactions. In addition, with respect to excess
8
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
cash, ADM does not pay interest on excess cash held in the Partnership’s account. The excess cash balances will be monitored and are expected to have an immaterial impact on the interest earned.
The Partnership maintains a continuing services agreement with Morgan Stanley Smith Barney LLC (d/b/a Morgan Stanley Wealth Management). Pursuant to the continuing services agreement, Morgan Stanley Wealth Management will receive a monthly fee in respect of certain partnership interests which have been sold to certain individuals and entities with an ongoing relationship with Morgan Stanley Wealth Management (the “MS Interests”) equal to (i)
The Partnership maintains a selling agreement with Robert W. Baird & Co. Incorporated (“Baird”). Pursuant to the selling agreement, Baird will receive a monthly ongoing selling agent fee equal to (i)
The Partnership maintains a continuing services agreement with Credit Suisse Securities (USA) LLC. Pursuant to the continuing services agreement, Credit Suisse Securities (USA) LLC will receive a monthly fee in respect of certain partnership interests which have been sold to certain individuals and entities with an ongoing relationship with Credit Suisse Securities (USA) LLC (the “CS Interests”) equal to (i)
2. |
Basis of Presentation and Summary of Significant Accounting Policies: |
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 presentation of the Partnership’s financial condition and condensed schedule of investments at September 30, 2022 and December 31, 2021, the results of its operations for the three and nine months ended September 30, 2022 and 2021 and changes in partners’ capital for the three and nine months ended September 30, 2022 and 2021. 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 SEC as of and for the year ended December 31, 2021. The December 31, 2021 information has been derived from the audited financial statements as of and for the year ended December 31, 2021.
9
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
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.
The General Partner and each Limited Partner share in the profits and losses of the Partnership, after the allocation to the Special Limited Partner, 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, if any, net of distributions and losses, if any.
The Partnership’s trading of futures and options contracts, as applicable, on commodities is done primarily on U.S. commodity exchanges. At various times during the three and nine month periods ended September 30, 2022 and 2021, the Partnership engaged in such trading through commodity brokerage accounts with Wedbush and ADM.
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.
Partnership’s Investments: The fair value of exchange-traded futures and options contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period.
All commodity interests 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 in Note 5 “Fair Value Measurements”) 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 option contracts are included as a component of equity in trading account on the 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.
The Partnership’s investments in U.S. government securities as of September 30, 2022 consist of short-term T -Bills. The T-Bills are reported at cost plus accrued interest, which approximates fair value.
Investment Company Status: Based on the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of FASB Accounting Standards Codification Topic 946 and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.
There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K as of and for the year ended December 31, 2021.
10
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
3. |
Financial Highlights: |
Financial highlights for each Limited Partner Class for the three and nine months ended September 30, 2022 and 2021 were as follows:
|
|
For the Three Months Ended September 30, 2022 |
|
|
For the Three Months Ended September 30, 2021 |
|
|
For the Nine Months Ended September 30, 2022 |
|
|
For the Nine Months Ended September 30, 2021 |
|
||||||||||||||||||||
|
|
Class A |
|
|
Class D |
|
|
Class A |
|
|
Class D |
|
|
Class A |
|
|
Class D |
|
|
Class A |
|
|
Class D |
|
||||||||
Net realized and unrealized gains (losses) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Interest Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) for the period |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per unit, beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per unit, end of period |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
For the Three Months Ended September 30, 2022 |
|
|
For the Three Months Ended September 30, 2021 |
|
|
For the Nine Months Ended September 30, 2022 |
|
|
For the Nine Months Ended September 30, 2021 |
|
||||||||||||||||||||
|
|
Class A |
|
|
Class D |
|
|
Class A |
|
|
Class D |
|
|
Class A |
|
|
Class D |
|
|
Class A |
|
|
Class D |
|
||||||||
Ratios to Average Net Assets:* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)** |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
Allocation to Special Limited Partner |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
( |
)% |
|
|
|
% |
|
|
|
% |
Net investment income (loss) after allocation to Special Limited Partner |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
|
|
( |
)% |
Operating expenses |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
Allocation to Special Limited Partner |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
Total expenses |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
Total return: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total return before allocation to Special Limited Partner |
|
|
( |
)% |
|
|
( |
)% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
Allocation to Special Limited Partner |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
( |
)% |
|
|
|
% |
|
|
|
% |
Total return after allocation to Special Limited Partner |
|
|
( |
)% |
|
|
( |
)% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Annualized (except allocation to Special Limited Partner, if applicable). |
** |
Interest income less total expenses (exclusive of allocation to Special Limited Partner, if applicable). |
The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios and total return are calculated for the Limited Partner Classes using the Limited Partners’ share of income, expenses and average net assets.
11
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
4. |
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. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses.
The Wedbush Customer Agreement and the ADM Customer Agreement give the Partnership the legal right to net unrealized gains and losses on open futures and option contracts. The Partnership netted as applicable, for financial reporting purposes, the unrealized gains and losses on open futures and option contracts on the Statements of Financial Condition as the criteria under Accounting Standards Codification 210-20, “Balance Sheet,” have been met.
Ongoing selling agent fees paid to Baird, Morgan Stanley Wealth Management and Credit Suisse Securities (USA) LLC were calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and were affected by trading performance, subscriptions and redemptions.
Trading and transaction fees are based on the number of trades executed by the Advisor for the Partnership. All trading, exchange, clearing, user, give-up, floor brokerage and National Futures Association (“NFA”) fees (collectively, the “clearing fees”) paid to Wedbush, ADM, and other executing brokers, as applicable are borne by the Partnership.
All of the commodity interests owned by the Partnership are held for trading purposes. The monthly average number of option contracts held during the three months ended September 30, 2022 and 2021 were
The following tables present the gross and net information about investments eligible for offset in the Statements of Financial Condition at September 30, 2022 and December 31, 2021, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts not Offset in the Statements of Financial Condition |
|
|
|
|
|
|||||
September 30, 2022 |
|
Gross Amounts Recognized |
|
|
Gross Amounts Offset in the Statements of Financial Condition |
|
|
Amounts Presented in the Statements of Financial Condition |
|
|
Financial Instruments |
|
|
Cash Collateral Received/ Pledged |
|
|
Net Amount |
|
||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options purchased |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written options |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
Total liabilities |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
Net fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
12
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts not Offset in the Statements of Financial Condition |
|
|
|
|
|
|||||
December 31, 2021 |
|
Gross Amounts Recognized |
|
|
Gross Amounts Offset in the Statements of Financial condition |
|
|
Amounts Presented in the Statements of Financial condition |
|
|
Financial Instruments |
|
|
Cash Collateral |
|
|
Net Amount |
|
||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options purchased |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written options |
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Total liabilities |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
|
The following tables indicate the gross fair values of derivative instruments of futures and option contracts as separate assets and liabilities as of September 30, 2022 and December 31, 2021, respectively:
|
|
September 30, 2022 |
|
|
|
Assets |
|
|
|
|
|
Options purchased |
|
|
|
|
|
Indices |
|
$ |
|
|
|
Total options purchased |
|
$ |
|
|
* |
Liabilities |
|
|
|
|
|
Written options |
|
|
|
|
|
Indices |
|
$ |
( |
) |
|
Total written options |
|
$ |
( |
) |
** |
* |
|
** |
|
|
|
December 31, 2021 |
|
|
|
Assets |
|
|
|
|
|
Options purchased |
|
|
|
|
|
Indices |
|
$ |
— |
|
|
Total options purchased |
|
$ |
— |
|
* |
Liabilities |
|
|
|
|
|
Written options |
|
|
|
|
|
Indices |
|
$ |
— |
|
|
Total written options |
|
$ |
— |
|
** |
* |
This amount is in “Options purchased, at fair value” on the Statements of Financial Condition. |
** |
This amount is in “Written options, at fair value” on the Statements of Financial Condition. |
13
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three and nine months ended September 30, 2022 and 2021:
|
|
For the Three Months Ended September 30, |
|
|
|
For the Nine Months Ended September 30, |
|
|
|||||||||||||
Sector-Indices |
|
2022 |
|
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||
Net realized gains (losses) on closed contracts |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
Change in net unrealized gains (losses) on open contracts |
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
Total trading results |
|
$ |
|
|
*** |
|
|
$ |
|
|
*** |
|
$ |
|
|
*** |
|
$ |
|
|
*** |
*** |
|
The following table rolls forward the transactions in Options Written for the nine-month period ended September 30, 2022:
|
|
Calls |
|
|
Puts |
|
||||||||||||||||||
|
|
|
|
|
|
Notional (000) |
|
|
|
|
|
|
|
|
|
|
Notional (000) |
|
|
|
|
|
||
|
|
Contracts |
|
|
USD |
|
|
Premiums Received |
|
|
Contracts |
|
|
USD |
|
|
Premiums Received |
|
||||||
Outstanding options, beginning of year |
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
Options written |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Options expired |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Options closed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Outstanding options, end of period |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
5. |
Fair Value Measurements: |
Partnership’s 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.
GAAP 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, the Partnership’s Level 1 assets and liabilities are actively traded.
14
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
The Partnership will separately present purchases, sales, issuances and settlements in its 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 Partnership considers prices for exchange-traded commodity futures and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of futures and certain option contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets and liabilities from observable inputs (Level 2). For the three and nine-month periods ended September 30, 2022 and the twelve-month period ended December 31, 2021, the Partnership 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). Any transfers between levels are recognized at the beginning of the period.
|
|
Total September 30, 2022 |
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) |
|
|
Significant Other Observable Inputs (Level 2) |
|
|
Significant Unobservable Inputs (Level 3) |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in U.S. government securities, at fair value |
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
— |
|
Options purchased |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Total assets |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written options |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
Total liabilities |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
Net fair value |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
— |
|
|
|
Total December 31, 2021 |
|
|
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) |
|
|
Significant Other Observable Inputs (Level 2) |
|
|
Significant Unobservable Inputs (Level 3) |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options purchased |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Total assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written options |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Total liabilities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
15
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
6. |
Financial Instrument Risks: |
In the normal course of business, the Partnership is party to financial instruments with off-balance-sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include futures 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, to purchase or sell other financial instruments on specific terms at specified future dates, or, in the case of derivative commodity instruments, 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 or over-the-counter (“OTC”). Exchange-traded instruments include futures and certain standardized forward and option contracts. OTC contracts are negotiated between contracting parties and include certain forward, option and swap contracts. 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 relating 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. None of the Partnership’s current contracts are traded OTC, although contracts may be traded OTC in the future.
Futures Contracts. The Partnership trades 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 Partnership on each business day, depending on the daily fluctuations in the value of the underlying instruments, and are recorded as unrealized gains or losses by the Partnership. When the contract is closed, the Partnership records 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 any change in net unrealized gains (losses) on futures contracts from the preceding period are included in the Statements of Income and Expenses.
Options. The Partnership 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 Partnership writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership purchases 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 any change in net unrealized gains (losses) on option contracts from the preceding period are included in the Statements of Income and Expenses.
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest 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 Partnership is exposed to market risk equal to the value of futures 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 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 risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership had credit risk and concentration risk during the reporting period and prior periods included in this report, as Wedbush and ADM, or their affiliates, were the sole counterparties or brokers with respect to the Partnership’s assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through Wedbush and ADM, or their affiliates, the Partnership’s counterparty is an exchange or clearing organization.
16
Managed Futures Premier Warrington L.P.
Notes to Financial Statements
September 30, 2022
(Unaudited)
The Partnership’s trading will be concentrated in exchange-traded futures and options on the S&P 500® Index. Concentration in a limited number of commodity interests may subject the Partnership’s account to greater volatility than if a more diversified portfolio of contracts were traded on behalf of the Partnership.
As both a buyer and seller of options, the Partnership pays or receives 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 Partnership 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 Partnership does not consider these contracts to be guarantees.
The General Partner monitors and attempts to control the Partnership’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 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 and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.
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 New York law.
The majority of these financial instruments mature within
7. |
Subsequent Events: |
The General Partner evaluated events that occurred after the balance sheet date but before financial statements were issued and included in this Quarterly Report on Form 10-Q. The General Partner has determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements.
17
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 generally its equity in its trading account (consisting of cash and cash margin, options purchased at fair value), prepaid expenses and other receivables and investments in U.S. government securities, at fair value. Because of the low margin deposits normally required in commodity trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first nine months of 2022.
The Partnership’s capital consists of capital contributions of its partners, as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions and redemptions of Redeemable Units and distributions of profits, if any.
For the nine months ended September 30, 2022, the Partnership’s capital decreased from $15,892,075 to $14,694,121. This decrease was attributable to redemptions of Class A Units totaling $1,373,427 net income of $173,466 and an allocation of redeemable units to the Special Limited Partner of $2,007. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.
Critical Accounting Policies
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 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 and assumptions 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 2 of the December 31, 2021 annual Financial Statements.
The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of net realized gains (losses) on closed contracts and change in net unrealized gains (losses) on open contracts in the Statements of Income and Expenses.
Results of Operations
During the Partnership’s third quarter of 2022, the net asset value per Class A unit decreased 0.8% from $1,306.32 to $1,296.41, as compared to an increase of 0.1% in the third quarter of 2021. During the Partnership’s third quarter of 2022, the net asset value per Class D unit decreased 0.5% from $1,462.31 to $1,455.62, as compared to an increase of 0.4% in the third quarter of 2021. The Partnership experienced a net trading gain before fees and expenses and interest income in the third quarter of 2022 of $180,659. Gains were primarily attributable to the trading of commodity futures in the S&P 500® Index Futures, S&P 500® Index Calls and the S&P 500® Index Puts. The Partnership experienced a net trading gain before fees and expenses and interest income in the third quarter of 2021 of $378,168. Gains were primarily attributable to the trading of commodity futures in the S&P 500® Index Futures, S&P 500® Index Calls and S&P 500® Index Puts.
During the third quarter of 2022, the Partnership recorded gross trading gains in the S&P 500® Index. The most significant gains were achieved during August and September with moderate losses in July as increased market volatility in the S&P 500® Index provided profitable trading opportunities. The Partnership used positions at multiple expiration dates to capture gains and aggregate to a positive gross return for the quarter.
During the Partnership’s nine months ended September 30, 2022, the net asset value per Class A unit increased 1.0% from $1,283.35 to $1,296.41, as compared to an increase of 0.8% in the nine months ended September 30, 2021. During the Partnership’s nine months ended September 30, 2022, the net asset value per Class D unit increased 1.5% from $1,434.70 to $1,455.62, as compared to an increase of 1.7% in the nine months ended September 30, 2021. The Partnership experienced a net trading gain before fees and expenses and interest income in the nine months ended September 30, 2022 of $1,086,623. Gains were primarily attributable to the trading of commodity futures in the S&P 500® Index Calls and the S&P 500® Index Puts. The Partnership experienced a net trading gain before fees and expenses and interest income in the nine months ended September 30, 2021 of $1,268,971. Gains were primarily attributable to the trading of commodity futures in the S&P 500® Index Calls and the S&P 500® Index Puts. During the nine month period ended September 30, 2022, the Partnership recorded gross trading gains in S&P 500® Index options. Gains were achieved in all months except July with the most significant being January, April, June and September as the Partnership was able to profitably close out its ratio call and put spreads in multiple expirations due to market volatility over these periods.
18
Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, public health epidemics and pandemics, 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 Advisor is able to identify them, the Partnership expects to increase capital through operations.
During the reporting period interest income for the three and nine months ended September 30, 2022 increased by $21,404 and $21,404, as compared to the corresponding periods in 2021. Wedbush and ADM did not pay interest on assets maintained in cash in the Partnership’s brokerage accounts. All interest was earned on investments in U.S. Treasury Bills.
Ongoing selling agent fees are calculated on the Partnership’s adjusted net asset value on the last day 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 value. Ongoing selling agent fees for the three and nine months ended September 30, 2022 decreased by $14,234 and $53,025, as compared to the corresponding periods in 2021. This decrease is due to lower average net assets during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021.
Clearing fees are based on the number of trades executed by the Advisor for the Partnership. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees for the three and nine months ended September 30, 2022 decreased by $45,136 and $92,236, as compared to the corresponding periods in 2021. The decrease in clearing fees is primarily due to the lower number of trades executed during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021. All clearing fees are borne by the Partnership.
Advisory fees, which are paid to the Advisor, are calculated as a percentage of the Partnership’s adjusted net asset value 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. Advisory fees for the three and nine months ended September 30, 2022 decreased by $14,073 and $52,948, as compared to the corresponding periods in 2021. The decrease in advisory fees is due to lower average net assets during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021.
Administrative fees are calculated as a percentage of the Partnership’s adjusted net asset value 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, 2022 decreased by $7,036 and $26,473, as compared to the corresponding periods in 2021. The decrease in administrative fees is due to lower average net assets during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021.
Special Limited Partner profit share allocations are based on the new trading profits earned by the Advisor on behalf of the Partnership, at the end of the quarter, as defined in the limited partnership agreement among the Partnership, the General Partner, the Special Limited Partner and the Advisor. There was an increase in profit share of $0 and $2,007 for the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021.
Off-Balance Sheet Arrangements and Contractual Obligations
The Partnership does not have any off-balance sheet arrangements, nor does it have contractual obligations or commercial commitments to make future payments, that would affect its liquidity or capital resources.
19
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk. |
The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.
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 Partnership’s open positions and, consequently, in its earnings and cash balances. The Partnership’s 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 among the Partnership’s open contracts and the liquidity of the markets in which it trades.
The Partnership rapidly acquires and liquidates both long and short positions. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.
“Value at Risk” is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s 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 Partnership’s losses in any market sector will be limited to Value at Risk or by the Partnership’s attempts to manage its market risk.
Exchange margin requirements have been used by the Partnership as the measure of its 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 sensitive instruments. The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2022 and December 31, 2021, and the highest, lowest and average values during the three months ended September 30, 2022 and the twelve months ended December 31, 2021. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. There has been no material change in the trading Value at Risk information previously disclosed in the Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021.
As of September 30, 2022, the Partnership’s total capitalization was $14,694,121.
September 30, 2022
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2022** |
|
|||||||||
Market Sector |
|
Value at Risk |
|
|
% of Total Capitalization |
|
|
High Value at Risk |
|
|
Low Value at Risk |
|
|
Average Value at Risk* |
|
|||||
Indices |
|
$ |
465,700 |
|
|
|
3.17 |
% |
|
$ |
6,953,659 |
|
|
$ |
167,445 |
|
|
$ |
2,691,778 |
|
Total |
|
$ |
465,700 |
|
|
|
3.17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021, the Partnership’s total capitalization was $15,892,075.
December 31, 2021
|
|
|
|
|
|
|
|
|
|
Twelve months ended December 31, 2021** |
|
|||||||||
Market Sector |
|
Value at Risk |
|
|
% of Total Capitalization |
|
|
High Value at Risk |
|
|
Low Value at Risk |
|
|
Average Value at Risk* |
|
|||||
Indices |
|
$ |
— |
|
|
|
— |
|
|
$ |
19,049,611 |
|
|
$ |
— |
|
|
$ |
8,549,098 |
|
Total |
|
$ |
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Average of month-end Values at Risk. |
** |
Based upon daily Values at Risk. |
20
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 the General Partner, including the sole manager 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 sole manager has 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, 2022, and, based on that evaluation, the General Partner’s sole manager has 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 sole manager 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, 2022, that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
21
PART II. OTHER INFORMATION
Item 1. |
Legal Proceedings. |
There are no material legal proceedings pending against the Partnership or the General Partner.
Item 1A. |
Risk Factors. |
There have been no material changes to the risk factors set forth under Part 1, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The COVID-19 pandemic has not materially impacted the Partnership through September 30, 2022. The extent of the operational and financial impact the COVID-19 pandemic has not been significant and is not expected to be significant in the absence of new variants which could have unpredictable effects.
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
For the three months ended September 30, 2022, there were no subscriptions of Class A or Class D Redeemable Units.
The following chart sets forth the purchases of Redeemable Units by the Partnership:
Period |
|
Class A (a) Total Number of Shares (or Redeemable Units) Purchased* |
|
|
Class A (b) Average Price Paid per Share (or Redeemable Unit)** |
|
|
Class D (a) Total Number of Shares (or Redeemable Units) Purchased* |
|
Class D (b) 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, 2022 - July 31, 2022 |
|
|
21.35 |
|
|
$ |
1,293.83 |
|
|
N/A |
|
N/A |
|
N/A |
|
N/A |
August 1, 2022 - August 31, 2022 |
|
|
90.32 |
|
|
$ |
1,294.20 |
|
|
N/A |
|
N/A |
|
N/A |
|
N/A |
September 1, 2022 - September 30, 2022 |
|
|
106.39 |
|
|
$ |
1,296.41 |
|
|
N/A |
|
N/A |
|
N/A |
|
N/A |
Total |
|
|
218.06 |
|
|
$ |
1,295.24 |
|
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Generally, Limited Partners are permitted to redeem their Redeemable Units as of the last day 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 last day 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 |
Item 5. |
Other Information. – None |
22
Item 6. |
Exhibits. |
3.1 |
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(a) |
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(b) |
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(d) |
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(e) |
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(f) |
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(g) |
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(h) |
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3.2 |
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4.1 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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23
10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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(b) |
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10.11 |
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(a) |
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(b) |
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(c) |
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(d) |
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The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference. |
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31.1 |
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Rule 13a-14(a)/15d-14(a) Certification (Certification of Sole Manager) (filed herewith). |
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32.1 |
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Section 1350 Certification (Certification of Sole Manager) (filed herewith). |
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101. INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101. SCH |
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Inline XBRL Taxonomy Extension Schema Document. |
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101. CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101. LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101. PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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101. DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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104. |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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24
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.
MANAGED FUTURES PREMIER WARRINGTON L.P. |
By: |
|
Warrington GP, LLC |
|
|
(General Partner) |
By: |
|
/s/ Scott C. Kimple |
|
|
Scott C. Kimple |
|
|
Sole Manager |
|
|
(Principal Executive Officer) |
|
|
(Principal Financial Officer) |
Date: |
|
November 10, 2022 |
25