UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Fiscal Year Ended: December 31, ~~2022~~2023

 Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Commission File Number: 000-50725

NESTOR PARTNERS

(Exact name of registrant as specified in its charter)


New Jersey		22-2149317
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

c/o MILLBURN RIDGEFIELD CORPORATION

55 West 46th Street, 31st Floor

New York, New York 10036

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 332-7300

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
none	none	none

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

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). Yes  No 

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.


Large accelerated filer 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company 
	Emerging growth company 

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable.

Documents Incorporated by Reference

Registrant’s Financial Statements for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the fiscal year ended December 31, ~~2022~~2023, is incorporated by reference into Part II Item 8 and Part IV hereof and filed as an exhibit herewith.

‎

PART I

Item 1. Business

(a) General development of business

Nestor Partners (the “Partnership”) is a limited partnership organized December 13, 1976 under the New Jersey Uniform Limited Partnership Act. The general partner of the Partnership is Millburn Ridgefield Corporation, a Delaware corporation operating in New York, New York (the “General Partner”).

The Partnership’s business is trading a diversified portfolio (a “Diversified Portfolio”) of futures, forward, swap, spot and option contracts on currencies, metals, interest rate instruments, stock indices, energy and agricultural commodities. The General Partner invests globally pursuant to its proprietary quantitative and systematic trading methodology, based upon signals generated from an analysis of a range of quantitative data. Approximately 20% - 30% of the Partnership’s trading, measured by the General Partner’s assessment of risk, currently takes place in the currency markets. The Partnership began its trading activities in February 1977. All investment decisions are made by the General Partner.

The General Partner was organized in May 1982 to manage discretionary accounts in futures and forward markets. It and its principals have been trading in the futures and forwards markets pursuant to systematic quantitative, trading and risk management methods since 1971. The General Partner has been registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator (“CPO”) since July 1, 1982, as a commodity trading advisor (“CTA”) since September 13, 1984 and has been a member of the National Futures Association (the “NFA”) since July 1, 1982. The General Partner has been an approved swaps firm with the NFA since December 26, 2012. The Millburn Corporation, a former affiliate of the General Partner that, prior to January 1, 2019, performed research, trading, technology, operations, marketing, accounting, tax, legal, compliance, human resources, and other administrative functions for the Partnership and other commodity pools and investment partnerships managed by the General Partner, merged with and into the General Partner on December 31, 2018, and the General Partner now performs the functions formerly performed by The Millburn Corporation.

As of December 31, ~~2022~~2023, the aggregate net asset value of the Partnership was $~~132~~116,~~046~~677,~~073~~644. The value at December 31, ~~2022~~2023 of a limited partner’s initial $1,000 investment in the Partnership on February 1, 1977 would be $6559,~~235~~677.6265, based on the actual rate of return a limited partner’s investment in the Partnership would have recognized, net of the highest charges applicable to a limited partner, during each month in the calculation period from February 1, 1977 to December 31, ~~2022~~2023.

The Partnership’s fiscal year ends on December 31.

The Partnership will terminate upon the prior withdrawal, insolvency or dissolution of the General Partner or occurrence of any event legally requiring termination.

The Partnership is not a registered investment company or mutual fund. Accordingly, investors in the Partnership do not have the protections afforded by the Investment Company Act of 1940, as amended.

The Partnership engages in the speculative trading of futures, forward and spot contracts and may trade options thereon as well as swap contracts. The Partnership’s sole trading advisor is the General Partner. The Partnership trades, pursuant to the General Partner’s Diversified Portfolio, in the agricultural, metals, energy, interest rate and stock indices futures markets and in the currency markets, trading primarily forward contracts in the interbank market. The General Partner makes its systematically-based trading decisions pursuant to its investment and trading methodology, based on signals generated from an analysis a range of quantitative data, as well as certain money management principles, each of which may be revised from time to time. The objective of the General Partner’s investment and trading methods is to consider these multiple data inputs, or “factors,” in order to arrive at relatively near-term forecasts for each traded instrument and take appropriate risk-managed positions.

Trades generated by quantitative models may be profitable or unprofitable. Since the General Partner is well aware that many trades will ultimately lose money, its objective is to generate more frequent and/or larger profitable trades than losing trades. During periods in which market behavior differs significantly from that analyzed to build the models, or periods where data inputs important to predicting price movements were not included in those analyzed to build the models, substantial losses are possible, and even likely.

The General Partner is engaged in an ongoing research effort to improve its investment and trading methods and to apply its quantitative analytic expertise to new financial products, markets and instruments.

Successful systematic trading depends on several elements. Two of the main elements are the development and selection of the trading systems used in each market and the allocation of portfolio risk among the markets available for trading.

Market environments change over time, and particular systems may perform well in one environment but poorly in another. Likewise, market sectors and individual markets go through periods where systematic trading is profitable and other periods where no system is able to generate any profits.

The goal of the General Partner’s research has been to develop and select a mix of systems in each market and to allocate risk across a wide array of markets, so as to contain overall portfolio risk within a targeted range, while allowing exposure to profitable opportunities.

Over approximately 5253 years, the General Partner and its predecessor entities have developed hundreds of trading systems. These trading systems generate buy or sell decisions in a particular market based on the analysis of a range of quantitative data, and the interactions of such data, in the particular market or in markets in general.

Of course, systems can be materially different — better in some periods and worse in others. Some of the main distinguishing characteristics include: the time frame over which systems work (e.g., intra-day to long-term); the granularity of data fed into them (e.g., tick data to daily, weekly or monthly frequencies); the amount of historical data used to learn the market structure; the statistical methods used to make forecasts; the type of data (e.g., price, price-derivative, fundamental and other quantitative data); and the source of data (e.g., cash, futures, forward, option or equity markets-generated data or government-, and industry- or company-generated statistical information). No single system will work all the time. Therefore, the General Partner’s objective is to have several systems operating in conjunction with one another.

When arriving at the portfolio allocation, the General Partner generally seeks maximum diversification, subject to liquidity and sector concentration constraints, the mandate of the strategy, and the General Partner’s judgement and experience. Each instrument is traded using a diversified set of systems, which may be optimized for groups of markets, sectors or specific markets. The markets traded and allocations are reviewed at least monthly, although changes may occur more or less frequently. The following factors, among others, are considered in constructing a universe of markets to trade for the Partnership: profitability, market liquidity, professional judgment, desired diversification, transaction costs, and exchange and other regulations. The current allocation to any market in the Partnership’s portfolio does not exceed 3.0% of total market exposure, measured by risk allocation. These allocation levels may be exceeded in the future at the discretion of the General Partner.

Risk is a function of both price level and price volatility. For example, for any given level of volatility, a 100,000 barrel crude oil position is worth more and is, therefore, probably more risky with oil at $90 per barrel than with oil at $50 per barrel. Similarly, oil would be more risky if prices are moving in a 5% daily range than if prices are moving in a 1% daily range. The General Partner sizes the position in each market taking into account its measurement of risk based on price level and volatility in that market. Market exposure is then managed by the position-sizing models which measure the risk in the portfolio’s position in each market. In the event the model determines that the risk has changed beyond an acceptable threshold, it will signal a change in the position — a decrease in position size when risk increases and an increase in position size when risk decreases. The General Partner’s position-sizing models seek to maintain overall portfolio risk and distribution of risk across markets within designated ranges. The position-sizing model manages the position traded in the aggregate through the combination of the (directional) trading systems discussed above.

In addition, the General Partner’s risk management processes focus on money management principles applicable to the portfolio as a whole and also to individual markets. The first principle is portfolio diversification, which attempts to improve the quality of profits by reducing volatility.

Additional money management principles applicable to the portfolio as a whole include: (1) limiting the assets committed as margin or collateral, generally within a range of 5% to 35% of an account’s net assets, though the amount may at any time be substantially higher or lower and (2) prohibiting pyramiding — that is, using unrealized profits in a particular market as margin for additional positions solely in the same market.

Another important risk management function is the careful control of leverage or total portfolio exposure. Leverage levels are determined by simulating the entire portfolio — all markets, all systems, all risk control models, the exact weightings of the markets in the portfolio and the proposed level of leverage — over multiple years to determine the portfolio’s simulated risk and return characteristics as well as the simulated worst-case drawdown experienced by the portfolio in the simulation period. The simulated worst-case drawdown, or peak-to-trough drawdown, is measured from a daily high in portfolio assets to the subsequent daily low whether that occurs days, weeks or months after the daily high. If the General Partner considers this simulated drawdown too severe or the portfolio’s simulated volatility too high, it can set the leverage or level of the actual portfolio accordingly so as to reduce the total portfolio exposure. There are, however, no restrictions on the amount of leverage the Partnership may use at any given time.

Decisions whether to trade a particular market require the exercise of judgment. The decision not to trade certain markets for certain periods, or to reduce the size of a position in a particular market, may result at times in missing significant profit opportunities.

The General Partner’s discretion and expertise in the execution of trades plays a role in timing of orders and, from time to time, the General Partner may adjust the size of a position, long or short, in any given market indicated by its systematic trading strategies. This exercise of discretion (other than in trade execution) has historically been very rare and would generally occur only in response to unusual market conditions that may not have been factored into the design of the trading systems. Such adjustments would be done with the intention of reducing risk exposures as opposed to seeking additional risk. Decisions to make such adjustments also require the exercise of judgment and may include consideration of the volatility of the particular market; the pattern of price movements, both inter-day and intra-day; open interest; volume of trading; changes in spread relationships between various forward contracts; and overall portfolio balance and risk exposure.

Pursuant to the Amended and Restated Agreement of Limited Partnership (the “Limited Partnership Agreement”), the General Partner receives in respect of limited partners who acquire their limited partnership interests (“Interests”) through selling agents, a fixed monthly brokerage fee equal to 0.375% of the Partnership’s month-end net assets (4.5% per annum) attributable to such limited partners’ capital accounts. To the extent set forth in a limited partner’s subscription agreement, a limited partner introduced by certain selling agents may also be required to pay to such selling agent an upfront selling commission of up to 2% of the amount invested in the Partnership. Any such selling commission will be deducted by the selling agent directly from the amount intended to be invested in the Partnership and will therefore not be considered in calculating the profit share as described below. In respect of limited partners who acquire their Interests through the General Partner or an “Advisory Program,” an asset-based fee or fixed fee advisory program through which an investment adviser recommends a portfolio allocation to the Partnership, the General Partner receives brokerage commissions at a fixed monthly rate of 0.146% of the Partnership’s month-end net assets (1.75% per annum) attributable to such limited partner’s capital account plus an amount equal to the brokerage commissions and fees payable to clearing and executing brokers attributable to each such limited partners’ proportionate interest in the Partnership. The General Partner in turn bears all such brokerage commissions and fees payable to clearing and executing brokers as well as any compensation payable to selling agents in the form of installment selling commissions. The General Partner also receives a profit share equal to 20% of any new trading profit, determined as of the end of each calendar year. The annual profit share is calculated net of brokerage fees and administrative expenses.

The Partnership pays its administrative expenses, including costs incurred in connection with the continuing offering of the Interests, up to ¼ of 1% per annum of the Partnership’s average month-end assets, and any extraordinary expenses which it may incur.

Deutsche Bank Securities Inc. (“Deutsche Bank”), BofA Securities Inc. (“BofA”) and Goldman Sachs & Co. LLC (“GS&Co”) currently act as the futures brokers for the Partnership. The Partnership also currently engages in currency forward trading with Deutsche Bank AG and Bank of America, N.A., which serve as the Partnership’s prime brokers for such transactions, but may utilize the services of additional prime brokers or engage in such trading with other banks and dealers as well. At the present time, the Partnership clears its currency forward trades with Deutsche Bank AG and Bank of America, N.A. The Partnership pays “bid ask” spreads on its forward trades, as such spreads

are incorporated into the pricing of forward contracts. The General Partner monitors the Partnership’s trades to ensure that the prices it receives are competitive.

Each partner has a capital account, and its initial balance is the amount of his contribution to the Partnership. There is also a new profit memo account which is credited with the General Partner’s profit share on redeemed Interests and any excess of the General Partner’s profit share over the Partnership’s taxable gains at year-end. The net assets of the Partnership are determined monthly, and any increase or decrease from the end of the preceding month is added to or subtracted from the accounts (including the new profit memo account) of the partners in the ratio that each account bears to all accounts. The credits to the new profit memo account are charged to the accounts of the limited partners.

At the end of each fiscal year, the Partnership’s taxable capital gain or loss (including gains and losses on open positions in certain futures and forward contracts which are “marked-to-market” at the end of the Partnership’s fiscal year) and ordinary income and expense are allocated among the partners for tax purposes, and each partner who is a United States (“U.S.”) citizen or resident is required to include on his personal income tax return his distributive share of such items. Items of operating income such as interest and items of operating expense such as legal, accounting and filing fees that accrued during each month will be allocated among the persons who were partners during each month in the ratio that each partner’s capital account bears to all partners’ capital accounts.

Net capital gain is allocated first to the General Partner up to the amount of the General Partner’s profit share for the year and then up to the amount of any balance in the new profit memo account. Net capital gain is next allocated to each partner who has redeemed all or a portion of his Interests during the year to the extent that the amount received on redemption exceeds the partner’s tax basis (“tax basis”). A partner’s tax basis is the amount paid for the Interests redeemed plus net taxable income less taxable losses previously allocated to such Interests and less amounts previously distributed to the partner with respect to the redeemed Interests. Remaining net capital gain is allocated among the partners whose capital accounts have increased from their tax basis. The allocation to each partner is in the ratio that his increase bears to all partners’ increases. Net capital gain remaining is allocated to each partner in the ratio that his capital account value bears to the total capital account value of all partners.

Net capital loss is allocated first to each partner who has redeemed all or a portion of his Interests during the year to the extent that the amount the partner’s tax basis for the Interests redeemed exceeds the amount received on redemption. Remaining net taxable capital loss is allocated among the partners whose capital accounts have decreased from their tax basis. The allocation to each partner is in the ratio that his decrease bears to all partners’ decreases. Net capital loss remaining is allocated to each partner in the ratio that his capital account value bears to the total capital account value of all partners.

The General Partner estimates that 90% or more of the Partnership’s assets, including the assets used to satisfy margin and collateral requirements, will be invested in U.S. government securities or securities issued by federal agencies (or, to a limited extent, foreign government securities in connection with trading on non-U.S. exchanges), other CFTC-authorized investments or held in bank or certain other money market instruments (e.g., bankers acceptances and Eurodollar or other time deposits). The balance of the Partnership’s assets will be held in cash in commodity brokerage accounts, bank accounts or other accounts in the name of the Partnership and will be used for trading which requires cash for margin and to avoid daily buying and selling of government securities. The Partnership’s assets deposited with the Partnership’s futures brokers as margin are maintained in “customer segregated funds accounts” or “foreign futures and foreign options secured amount accounts.”

The Partnership does not engage in lending (other than through permitted securities investments).

Regulation

Under the Commodity Exchange Act, as amended (the “CEA”), commodity exchanges and futures trading are subject to regulation by the CFTC. NFA, a “registered futures association” under the CEA, is the only non-exchange self-regulatory organization for futures industry professionals. The CFTC has delegated to the NFA responsibility for the registration of CTAs, CPOs, “futures commission merchants,” “introducing brokers,” “swap dealers” and their respective associated persons and “floor brokers” and “floor traders.” The CEA requires CPOs and CTAs, such as the General Partner, and commodity brokers or futures commission merchants (“FCMs”) and swap dealers, such as Deutsche Bank, Deutsche Bank AG, BofA, Bank of America, N.A and GS&Co to be registered and to comply with various reporting and record keeping requirements. The CFTC may suspend a CPO’s or CTA’s registration if it finds that its trading practices tend to disrupt orderly market conditions or in certain other situations. In the event that the registration of the General Partner as a CPO or a CTA were terminated or suspended, the General

Partner would be unable to continue to manage the business of the Partnership. Should the General Partner’s registration be suspended, termination of the Partnership might result.

In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long or net short positions which any person may hold or control in certain futures contracts. Most exchanges also limit the changes in futures contract prices that may occur during a single trading day. The CFTC has also proposed, but not yet adopted, additional position limit rules covering energy, metals and agricultural derivative contracts. All accounts controlled by the General Partner are combined for speculative position limit purposes. The General Partner could be required to liquidate positions it holds on behalf of the Partnership, or may not be able to fully implement instructions generated by its trading models, in order to comply with such limits. Any such liquidation or limited implementation could result in substantial costs to the Partnership. It is as yet unclear whether the rules will have an adverse effect on the Partnership.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) mandates that a substantial portion of over-the-counter (“OTC”) derivatives be executed in regulated markets and be submitted for clearing to regulated clearinghouses, subject to margin requirements. Associated dealer costs are generally passed through to market participants in the form of clearing account maintenance fees and less favorable dealer marks.

The Partnership may also trade forward contracts in the inter-bank currency market. Such forward contracts are not currently traded on exchanges; rather, banks and dealers act as principals in these markets. As a result of the Reform Act, the CFTC regulates non-deliverable forwards (including many deliverable forwards where the parties do not take delivery), although currency forward contracts are generally not otherwise subject to regulation by any other U.S. government agency. Changes in the forward markets may entail increased costs and result in burdensome reporting requirements. There is currently no limitation on the daily price movements of forward contracts. Principals in the forward markets have no obligation to continue to make markets in the forward contracts traded. The imposition of credit controls by governmental authorities or the implementation of regulations pursuant to the Reform Act might limit such forward trading to less than that which the General Partner would otherwise recommend, to the possible detriment of the Partnership.

(1)(i) through (v) - not applicable.

(2)(i) - not applicable.

(2)(ii) - the Partnership has no employees.

Item 1A. Risk Factors

Not required.

Item 1B. Unresolved Staff Comments

Not required.

Item 1C. Cybersecurity

The General Partner has written procedures and policies that govern the Partnership’s general cybersecurity program. These policies and procedures include, among other things, the identification of risks, locations of information, management of third party risk and incident response, among other factors, and are designed to address real world concerns.

The Cybersecurity Committee (the “Committee”) of the General Partner is responsible for overseeing cyber and information security. The Committee meets at least quarterly to discuss cybersecurity risks and frequently holds more informal discussions in the interim. The Committee is subject to oversight by the board of directors of the General Partner (the “Board”). The Committee is co-chaired by the General Partner’s President/Chief Operating Officer, Chief Technology Officer/Co-Head of Trading, and General Counsel/Chief Compliance Officer who oversee day-to-day implementation of cyber and information security by employees with specialized expertise and experience in such matters. The Board is kept apprised of the cybersecurity policies and procedures on a formal basis at least annually, and is kept informed on a less formal basis through participation in training and policy updates. The Committee meets at least quarterly to discuss and review testing, cybersecurity risks/events and all other relevant matters. Committee members are given the opportunity at these meetings to ask questions of all relevant personnel.

The General Partner utilizes a combination of statistics, data and testing by third party service providers and software in order to monitor and identify cybersecurity threats. To the extent those threats require immediate attention, they are dealt with and reported to the Committee thereafter in accordance with the procedures outlined in the General Partner’s incident response plan. Other threats, as well as follow ups once threats are properly dealt with, are then discussed and analyzed by the Committee. Reports on these activities are discussed with the Board on at least an annual basis, with any material issues raised promptly to the Board as well.

To assess the effectiveness of the General Partner’s cybersecurity programs and to mitigate exposure, the General Partner has consulted with strategic partners, such as outside counsel specializing in this subject matter as well as the General Partner’s cyber insurance provider. The General Partner also undertook a table top exercise designed to identify and mitigate issues and train personnel.

The General Partner’s head of risk management (who is also mentioned above as one of the co-chairmen of the Committee) participates in all Committee meetings and, as part of the risk management function, the Committee applies principles of risk management to its information security program. As with all risks identified by the General Partner, risks are identified and evaluated, with higher risk items receiving priority attention.

The General Partner has undertaken efforts to mitigate cyber risks and their impact, including, but not limited to, certain implementation of firewalls, anti-virus/anti-malware, controls around remote network access, multi-factor authentication, system event monitoring and notifications and electronic surveillance, frequent backups, encryption and password protection, education and testing, supervision of third parties, limitations on access, vulnerability scanning, patch installation, physical safeguards, virus scanning, and penetration testing.

Employees are required to complete initial cybersecurity training upon commencement of employment and, thereafter, on an annual basis. The training is designed by a third party service provider. The General Partner carries cyber insurance. The General Partner maintains formal cybersecurity procedures that are considered during contract review with respect to third party vendors handling and having access to information.

The General Partner has not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected the General Partner or the Partnership’s business strategy, results of operation or financial condition. Nonetheless, there is no guarantee that a future cyber incident would not materially affect the General Partner or the Partnership’s business strategy, results of operations or financial condition. Despite the various efforts the General Partner has undertaken to mitigate cyber risks and their impact, systems, networks and/or devices potentially can be breached. Such cybersecurity breaches may cause: (i) disruptions and impacts to business operations, potentially resulting in financial losses to the Partnership and limited partners; (ii) interference with the General Partner’s ability to calculate the value of an investment; (iii) impediments to trading; (iv) the inability of the Partnership and its service providers to transact business; (v) violations of applicable privacy and other laws; (vi) regulatory fines, penalties, reputational damage, reimbursement or other compensation costs or additional compliance costs; and (vii) the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting counterparties with which the Partnership engages in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. The nature of malicious cyber-attacks is becoming increasingly sophisticated and the Partnership cannot control the cyber systems and cybersecurity systems of counterparties or third party service providers. While, to date, we have not been subject to cyberattacks that, individually or in the aggregate, have been material to our operations or financial condition, the preventive actions we take to reduce the risks associated with cyberattacks may be insufficient to repel or mitigate the effects of a major cyberattack in the future.

Item 2. Properties

The Partnership does not own or use any physical properties in the conduct of its business. The General Partner performs administrative services for the Partnership from its offices.

Item 3. Legal Proceedings

The General Partner is not aware of any pending legal proceedings to which either the Partnership is a party or to which any of its assets are subject. In addition there are no pending material legal proceedings involving the General Partner.

Item 4. Mine Safety Disclosures

Not required.

‎

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market Information

There is no trading market for the Interests, and none is likely to develop. Interests may be redeemed upon 15 days’ written notice to the General Partner at their net asset value as of the last day of any month, subject to certain early redemption charges.

(b) Holders

As of December 31, ~~2022~~2023, there were ~~344~~330 holders of Interests.

No distributions or dividends have been made on the Interests, and the General Partner has no present intention to make any.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Interests are sold on a monthly basis through the General Partner and certain selling agents retained by the General Partner to act as its agents. The offering price of an Interest is equal to the amount of cash contributed to the Partnership by a limited partner. Between October 1, ~~2022~~2023 and December 31, ~~2022~~2023, the Partnership ~~did~~issued ~~not~~Interests ~~issue~~at ~~any~~the ~~Interests~~beginning of each calendar month, as set forth in the following chart, to both new limited partners as well as to existing special limited partners making additional investments.


	Number of			Number of
	Interests Sold to		Dollar Amount	Interests Sold to		Dollar Amount
	Limited		of such	Special Limited		of such
Month	Partners		Interests Sold	Partners		Interests Sold
October 1, 2023	1	$	918,725	1	$	3,678
November 1, 2023	0	$	0	1	$	3,733
December 1, 2023	0	$	0	1	$	2,978

Total	1	$	918,725	3	$	10,389

(f) Purchases of Equity Securities by the Issuer

Pursuant to the Limited Partnership Agreement, limited partners and special limited partners may withdraw capital from their capital accounts in the Partnership as of the end of each calendar month. The withdrawal of capital by limited partners and special limited partners has no impact on the value of the capital accounts of other limited partners and special limited partners.

The following table summarizes limited partner and special limited partner withdrawals during the fourth calendar quarter of ~~2022~~2023:

	Limited Partners		Special Limited Partners
Month	Amount withdrawn		Amount withdrawn
October 31, 2022	$	542,328	$	1,405,986
November 30, 2022	$	367,543	$	411,405
December 31, 2022	$	635,142	$	0
Total	$	1,545,013	$	1,817,391

	Limited Partners		Special Limited Partners
Month	Amount withdrawn		Amount withdrawn
October 31, 2023	$	5,000,656	$	854,522
November 30, 2023	$	77,000	$	5,622
December 31, 2023	$	42,048	$	15,000

Total	$	5,119,704	$	875,144

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Interests may be offered for sale as of the beginning, and may be redeemed as of the end, of each month.

The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership has no significant capital expenditure or working capital requirements other than for monies to pay trading losses, brokerage commissions and charges. Within broad ranges of capitalization, the General Partner’s trading positions should increase or decrease in approximate proportion to the size of the Partnership.

The Partnership raises additional capital only through the sale of Interests and capital is increased through trading profits (if any). The Partnership does not engage in borrowing.

The Partnership trades futures contracts on interest rate instruments, agricultural commodities, currencies, metals, energy and stock indices, and forward contracts on currencies, and may trade spot and options on the foregoing and swaps thereon. Risk arises from changes in the value of these contracts (market risk) and the potential inability of counterparties or brokers to perform under the terms of their contracts (credit risk). Market risk is generally to be measured by the face amount of the futures positions acquired and the volatility of the markets traded. The credit risk from counterparty non-performance associated with these instruments is the net unrealized gain, if any, on these positions plus the value of the margin or collateral held by the counterparty. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC transactions because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In OTC transactions, on the other hand, traders must rely (typically but not universally) solely on the credit of their respective individual counterparties. Margins which may be subject to loss in the event of a default are generally required in exchange trading and counterparties may require margin or collateral in the OTC markets.

The General Partner has procedures in place to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. These procedures primarily focus on (1) real time monitoring of open positions; (2) diversifying positions among various markets; (3) limiting the assets committed as margin or collateral, generally within a range of 5% to 35% of an account’s net assets, though the amount may at any time be higher; and (4) prohibiting pyramiding — that is, using unrealized profits in a particular market as margin for additional positions in the same market. The Partnership controls credit risk by dealing exclusively with large, well-capitalized financial institutions as brokers and counterparties.

The financial instruments traded by the Partnership contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward contracts or the Partnership’s satisfaction of the obligations may exceed the amount recognized in the Statements of Financial Condition of the Partnership.

Due to the nature of the Partnership’s business, substantially all its assets are represented by cash, cash equivalents and U.S. government obligations, while the Partnership maintains its market exposure through open futures and forward currency contract positions.

The Partnership’s futures contracts are settled by offset and are cleared by the exchange clearinghouse function. Open futures positions are marked-to-market each trading day and the Partnership’s trading accounts are debited or credited accordingly. Options on futures contracts are settled either by offset or by exercise. If an option on a future is exercised, the Partnership is assigned a position in the underlying future which is then settled by offset. The Partnership’s spot and forward currency transactions conducted in the interbank market are settled by netting offsetting positions or payment obligations and by cash payments.

The value of the Partnership’s cash and financial instruments is not materially affected by inflation. Changes in interest rates, which are often associated with inflation, could cause the value of certain of the Partnership’s debt securities to decline, but only to a limited extent. More important, changes in interest rates could cause periods of strong up or down market price trends, during which the Partnership’s profit potential generally increases. However, inflation can also give rise to markets which have numerous short price trends followed by rapid reversals, markets in which the Partnership is likely to suffer losses.

The Partnership’s assets are generally held as cash or cash equivalents, including U.S. government securities or securities issued by federal agencies (or, to a limited extent, foreign government securities in connection with trading on non-U.S. exchanges), other CFTC-authorized investments or held in bank or certain other money market instruments (e.g., bankers acceptances and Eurodollar or other time deposits), which are used to margin the Partnership’s futures and forward currency positions and withdrawn, as necessary, to pay redemptions and expenses. Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Partnership’s futures and forward trading, the Partnership’s assets are highly liquid and are expected to remain so. During its operations through December 31, 2023, the Partnership experienced no meaningful periods of illiquidity in any of the numerous markets traded by the General Partner.

2022, the Partnership experienced no meaningful periods of illiquidity in any of the numerous markets traded by the General Partner.

Results of Operations

The Partnership’s success depends on the General Partner’s ability to recognize and capitalize on trends and other profit opportunities in different sectors of the global capital and commodity markets. The General Partner’s investment and trading methods are confidential, so that substantially the only information that can be furnished regarding the Partnership’s results of operations is its performance record. Unlike most operating businesses, general economic or seasonal conditions have no direct effect on the profit potential of the Partnership, while, at the same time, its past performance is not necessarily indicative of future results. Because of the speculative nature of its trading, operational or economic trends have little relevance to the Partnership’s results. The General Partner believes, however, that there are certain market conditions — for example, markets with strong price trends — in which the Partnership has a better opportunity of being profitable than in others.

2023

During 2023, the Partnership experienced net realized and unrealized losses of $10,218,136 from its trading operations (including foreign exchange transactions and translations). Total brokerage and management fees of $2,537,009, administrative expenses of $314,520 and custody fees and other expenses of $22,472 were paid or accrued. The Partnership paid a profit share to the General Partner of $41,691. Interest income of $5,433,017 offset the Partnership’s expenses resulting in a net loss after profit share to the General Partner of $7,700,811.

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An analysis of the trading gain (loss) by sector is as follows:


Sector	% Gain (Loss)
Currencies	(0.93)	%
Energies	(3.84)	%
Grains	(0.03)	%
Interest rates	(4.45)	%
Livestock	0.03	%
Metals	(0.40)	%
Softs	(0.04)	%
Stock indices	1.10	%

Total	(8.56)	%

The Partnership was unprofitable for the year largely due to losses from trading interest rate and energy futures. Trading of currency forwards and non-energy futures were each also unprofitable, but to a lesser extent. On the other hand, trading of stock index futures was profitable.

A factor influencing markets in 2023 was the effort by global central banks, led by the Federal Reserve, to tighten monetary policy to bring down high inflation. However, this drive to higher interest rates was not linear. During the first half of the year, the March banking crisis impacted trading in financial and commodity markets and contributed to lower interest rates. Persistent negative reports from global manufacturing and housing sectors also seemingly periodically reversed the upward thrust of interest rates. During that time, the U.S. Treasury 10-year interest rate traded in a 3¼% to 4% range. In the second half of the year, the U.S. 10-year Treasury yield rose from around 3.75% at the start of the summer to around 5% in late October as inflation, tight labor markets, growth, and debt supply fears seemingly contributed to central banks maintaining a hawkish path. Subsequently, however, increasing evidence that global inflation rates were falling faster than expected, that labor market tightness and wages were moderating, and that global growth, especially in manufacturing, was slowing seemingly caused market participants to drive global interest rates lower. Amid this data and market action, global central banks shifted their policy stances from hawkish to neutral, if not dovish, and the U.S. Treasury 10-year interest rate plunged back under 4% by mid-December. In this environment, short positions in global interest rate futures were broadly unprofitable, especially when interest rates declined in March and again late in the year. Overall, short positions in German, French, Italian, British and Canadian note and bond futures were unprofitable. A short position in a short-term U.S. dollar interest rate future was also unprofitable in the fourth quarter. Trading of Japanese government bond futures was also unprofitable. On the other hand, short positions in U.S. note and bond futures and Canadian bankers’ acceptance futures registered partially offsetting gains, especially in the May through October timeframe. A long Euribor futures trade was profitable late in the year as well.

Energy prices, impacted by conflicting forces, were volatile throughout the year. For example, WTI crude, which opened the year near $77/barrel, traded above $90/barrel in late September, before ending the year near $72/barrel. Concerns about anemic growth in China and recession fears in Europe possibly weighed on energy demand and prices. A threat of significant demand destruction for distillate fuels due to high prices, the EV revolution and environmental regulations also seemingly impacted energy prices and demand. Increased non-OPEC+ production also likely impacted energy prices. At the same time, the willingness of OPEC+, led by Saudi Arabia, to expand production cuts in both quantity and duration supported energy prices throughout the year. Moreover, the Hamas attacks in Israel and follow-on Israeli siege of Gaza, and disruptions to global trade amid increased Houthi attacks on ships in the Red Sea contributed to periodic price surges. Falling interest rates and a declining U.S. dollar also supported energy prices late in the year. Overall, long positions in Brent crude, WTI crude, RBOB gasoline, heating oil and London gas oil were unprofitable. On the other hand, short U.S. natural gas positions were quite profitable as prices declined amid warmer-than-normal winter weather in Europe and the U.S., weak industrial demand in China and Germany, and ample global supplies.

Vacillating expectations about relative growth, inflation, interest rates and monetary policy outlooks across countries likely contributed to volatile fluctuations in the U.S. dollar during the year. Trading results were mixed, though fractionally unprofitable overall. Long U.S. dollar positions versus the Australian dollar, Canadian dollar,

New Zealand dollar, Swiss franc, Swedish krona and Norwegian krone were unprofitable, especially late in the year when U.S. interest rates plunged. Trading the U.S. unit against the euro, Korean won, Indian rupee and Israeli shekel was also unprofitable. Meanwhile, a long U.S. dollar/Japanese yen trade and short U.S. dollar positions relative to the high-yielding Mexican peso, Chilean peso, Brazilian real and Polish zloty registered partially offsetting profits. Trading the U.S. dollar against the Singapore dollar and South African rand was modestly profitable as well.

Trading of metal futures was mixed but fractionally unprofitable. A short silver position was profitable during the first three quarters of 2023 as higher interest rates, a stronger U.S. dollar and sluggish manufacturing globally seemingly impacted silver prices. Trading of aluminum and zinc were also slightly profitable. On the other hand, late in the year, declining interest rates and a weaker U.S. dollar underpinned most metal prices, and a short gold position was highly unprofitable. Trading of copper was also unprofitable.

Ample grain supplies seemingly weighed on grain prices during the year, but weather worries and concerns around the Russia-Ukraine war seemed to support periodic rallies. Volatile macroeconomic developments globally also likely impacted grain markets in 2023. Overall, losses from trading soybeans and soybean oil were largely countered by gains from short wheat and corn positions and trading of soybean meal.

Among soft commodities, losses on short coffee, cotton and cocoa positions marginally outdistanced the profits from a long sugar trade early in the year and a short sugar position in December.

Against a background of changing and disparate views about inflation, monetary policy, growth and earnings outlooks across countries, and numerous geopolitical uncertainties, equity markets were volatile during the year. Following the sustained gains in equity markets during the first seven months of 2023, high and rising interest rates and worries about growth dynamics in China, Europe and the U.S. seemingly weighed on equity prices from August through October. Then, declining interest rates and a dovish policy pivot by global central banks, hopes that the U.S. economy could avoid a recession and a persistent boost from AI and tech enthusiasm possibly contributed to a broad equity rally. For the year, performance was mixed though profitable. Short VIX and VSTOXX volatility index futures positions were profitable. Long positions in Japanese, Taiwanese, Australian, French, Italian and Dutch stock index futures were profitable. Trading of the U.S. Russell, Singaporean, Indian, British, Chinese and South African equity index futures were also profitable. On the other hand, trading of several U.S. non-Russell stock index futures and Korean, Spanish and EAFE stock index futures produced partially offsetting losses.

2022

During 2022, the Partnership achieved net realized and unrealized gains of $23,381,810 from its trading operations (including foreign exchange transactions and translations). Brokerage fees of $2,702,218, administrative expenses of $320,051 and custody fees and other expenses of $22,947 were paid or accrued. The Partnership paid a profit share to the General Partner of $1,202,310. Interest income of $1,752,284 partially offset the Partnership’s expenses resulting in a net income after profit share to the General Partner of $20,886,568.

An analysis of the trading gain (loss) by sector is as follows:


Sector	% Gain (Loss)
Currencies	5.05	%
Energies	8.71	%
Grains	(0.87)	%
Interest rates	4.61	%
Livestock	0.05	%
Metals	(0.78)	%
Softs	0.07	%
Stock indices	3.67	%

Total	20.51	%

The Partnership was profitable for the period under review as gains from trading energy futures, interest rate futures, equity futures and currency forwards far outpaced losses from trading non-energy futures.

From the start of the year through mid-June, market participants grew gloomy, equity and bonds prices plunged, the U.S. dollar soared and commodity prices neared record highs before beginning a descent. These market actions were likely impacted by: rising inflation and an increasingly hawkish monetary policy response from global central banks; recession fears; Russia’s war on Ukraine; turbulent commodity markets; China’s growth slowdown, property market slump and ZERO COVID lockdowns; and growing tensions between the U.S. and China. Thereafter, from mid-June through year-end, market participants alternated between periods of optimistic/risk-on and pessimistic/risk-off actions. Investors’ risk appetite seemingly improved as the market seemed to believe that improving inflation data may lead global central banks to follow a less hawkish policy path and China signaled increased support for its depressed real estate sector, an end to its ZERO COVID policy and a friendlier stance toward private sector businesses. On the other hand, some factors that impacted the first half of the year —tight money, recession fears, the energy crisis, Russia’s war on Ukraine, and U.S.-China tensions — contributed to selling pressures affecting equity, fixed income, commodity and currency markets. Market volatility was impacted by the rollout of a U.K. fiscal policy proposal by short-lived Prime Minister Truss in September and by Xi Jinping’s consolidation of power at the Communist Party Congress in early October.

During the first half of 2022, crude oil prices rose amid concerns of entering an oil-market squeeze triggered by too little investment and disciplined supply management from both Organization of the Petroleum Exporting Countries (“OPEC+”) and non-OPEC producers juxtaposed against oil consumption recovering toward pre-pandemic levels as economies started to reopen and as the Russia-Ukraine war generated fears that Russian energy supplies would be negatively impacted. Russia is among the top three global producers of crude oil and natural gas. In this environment, long positions in Brent crude, WTI crude, RBOB gasoline, London gas oil and heating oil were solidly profitable. Also, a long natural gas position was profitable during the second quarter. Although energy supplies remained limited during the second half of 2022, energy prices were volatile, and crude oil and crude product prices declined amid higher interest rates and tighter monetary policy, a stronger U.S. dollar, concern about possible European and U.S. recessions, China’s persistent COVID-19 control and property sector efforts, and a significant release of oil from the U.S. strategic petroleum reserve. During the July-December period, trading of energy futures was unprofitable as losses from Brent crude, WTI crude, London gas oil and natural gas outdistanced profits from RBOB gasoline and heating oil, thereby reducing somewhat the overall yearly gain from energy trading.

Global central banks’ embrace of hawkish monetary policy stances in an effort to control high inflation; China’s growth slowdown and property market distress; Europe’s struggles with high energy prices; and the stagflationary impacts of the Russia-Ukraine war raised fears of a global recession, contributing to increased volatility and significant losses for global equities during 2022. Consequently, short positions in Chinese, Hong Kong, Korean, Singaporean, EAFE, Emerging market, U.K., German, Italian, and Brazilian equity index futures were profitable. On the other hand, trading of U.S., Dutch, French, EURO STOXX, Japanese, Taiwanese, Australian, Canadian and the VIX stock index futures posted partially offsetting losses.

Led by central banks, including the Federal Reserve (“Fed”), European Central Bank (“ECB”), Bank of England and the Bank of Japan (“BOJ”), global interest rates increased throughout the year. Short positions in U.S., European, British and Canadian short-term interest rate futures were particularly profitable. Short positions in the German bund and U.S., British and Italian notes and bonds were also profitable, especially during the second half of the year. On the other hand, during the first half of 2022, long positions in German, Australian, Canadian and Japanese longer-term interest rate futures and trading of the U.S. 5-year note and French 10-year bond registered partially offsetting losses.

The Bloomberg BBDXY dollar index gained about 15% over the first nine months of 2022 against the backdrop of a hawkish Fed, a relatively stronger U.S. growth outlook as compared to Europe and China, and continuing geopolitical unrest. During the fourth quarter, the U.S. dollar declined about 8.5% through year-end as the Fed reduced the pace of its interest rate increases at its December meeting while the ECB and BOJ were relatively more hawkish than the Fed at their December meetings, perhaps impacted by the cumulative effect of past central bank FX market interventions against the U.S. dollar and Chinese efforts to speed up the reopening of their economy. Overall, long U.S. dollar positions versus the European Union euro, Japanese yen, Australian dollar, Canadian dollar and Chilean peso were profitable. Short U.S. dollar trades versus the high yielding Mexican peso and Brazilian real were profitable as well. On the other hand, trading the U.S. dollar against the currencies of New Zealand, the U.K., Sweden, India and Israel produced partially offsetting losses. Finally, a short U.S. dollar/long Russian ruble trade was closed out at a loss during February when the Partnership halted trading of the Russian currency.

Metals markets were turbulent during the year amid a variety of forces including post-pandemic economic reopening, Russia’s invasion of Ukraine and ensuing sanctions, rising interest rates, recession fears and dollar volatility. Overall, trading of metal futures was unprofitable as losses from short gold and silver positions and from trading of aluminum and platinum outdistanced profits from a long nickel trade and a short copper trade.

Grain prices were also highly volatile during 2022. A short wheat trade was unprofitable during February-May as the Russian invasion of Ukraine impacted prices. A short soybean meal position was unprofitable during the summer when prices rose after the USDA and the European Union’s crop monitoring service reported worsening crop conditions due to damage from hot, dry weather. Trading of soybean oil, Kansas City wheat and soybeans was also unprofitable.

2021

During 2021, the Partnership achieved net realized and unrealized gains of $11,171,262 from its trading operations (including foreign exchange transactions and translations). Brokerage fees of $2,791,006, administrative expenses of $302,794 and custody fees and other expenses of $20,703 were paid or accrued. The Partnership paid a profit share to the General Partner of $478. Interest income of $24,566 partially offset the Partnership’s expenses resulting in a net income after profit share to the General Partner of $8,080,847.

An analysis of the trading gain (loss) by sector is as follows:

Sector	% Gain (Loss)
Currencies	(4.57)	%
Energies	5.24	%
Grains	(0.38)	%
Interest rates	2.01	%
Livestock	(0.04)	%
Metals	0.13	%
Softs	(0.64)	%
Stock indices	8.03	%
Total	9.78	%

The Partnership was profitable for the period under review as gains from long equity and energy futures positions and trading of interest rate futures outdistanced the losses from trading currency forwards and non-energy commodity futures.

The global reflation trade improved throughout most of the first half of 2021 in response to monetary and fiscal policy actions from global authorities—especially in the U.S.; improvements in economic activity as economies cautiously reopened; and positive news concerning COVID-19 therapies and vaccines. However, during the second half of the year the global growth outlook was jolted periodically by the spread first of the COVID-19 Delta variant and later by the spread of the COVID-19 Omicron variant; by China’s multi-pronged regulatory actions in support of its Common Prosperity, national security, financial stability and environmental goals; by supply chain difficulties, labor market shortages and soaring inflation that blunted consumer demand. The growth outlook was also impacted by a reduction of fiscal stimulus globally and by central banks beginning the process of scaling back ultra-accommodative policies. Geopolitical conflicts between the U.S. on the one hand and China, Russia and Iran on the other also worried market participants.

Trading of equity futures was highly profitable during the January-June period when the reflation story was strongest. Equity markets were unaffected by the negative effects of the January Reddit and March Archegos events, as well as the week-long Suez Canal closure. During the summer, concerns about the durability of the global economic recovery and China’s regulatory crackdown contributed to turbulence in global equity markets that were at near all-time highs. Later in the year, shifting central bank policies, Omicron variant worries, geopolitical tensions and global growth concerns periodically impacted the enthusiasm for equities. Still, massive liquidity, negative real yields, and strong actual and expected earnings growth contributed to the bull case for stocks. On balance, long positions in U.S., Canadian, European, British and EAFE stock index futures were profitable. Short positions in Brazilian and VIX futures, and trading of Chinese, Hong Kong and the MSCI emerging markets index futures were also profitable. Meanwhile, trading of Japanese and South African index futures were slightly unprofitable.

Energy prices, despite a few sharp retrenchments amid growth worries, climbed during the January-November period. The price of Brent crude oil climbed from around $50/barrel at the start of the year to more than $86/barrel in late November amid a bullish picture that sparked speculation the price may return to $100 a barrel. There were demand increases for oil and natural gas as economies reopened, and as market participants viewed growth slowdowns as temporary. A surge in natural gas prices led to “gas to oil” switching in the power business, especially in Europe. On the supply side, prices drew some support from continued production discipline by both Organization of the Petroleum Exporting Countries (“OPEC+”) and non-OPEC producers. Consequently, inventories drained

rapidly. However, the post-Thanksgiving emergence of the Omicron strain of COVID-19; Senator Manchin’s unexpected “NO” on the Biden administration’s “Build Back Better” legislation; and the Chinese growth slowdown contributed to the collapse of energy prices and Brent crude plunging below $70/barrel before closing the year near $78/barrel. On balance, long positions in Brent crude, WTI crude, RBOB gasoline, London gas oil and heating oil were profitable. On the other hand, a short U.S. natural gas position was unprofitable, particularly during the first eight months of the year.

Interest rates were volatile during the period as evidenced by the U.S. 10-year government bond rate that spiked from around 0.90% at the start of the year to 1.75% at the end of March, fell back to about 1.10% at the start of August, and jumped again to near 1.70% in late October before closing the year around 1.50%. This path for interest rates reflected the ebb and flow of actual and anticipated moves in global growth and inflation which in turn was similar to the timing of COVID-19 pandemic spikes, global monetary, fiscal and regulatory policy shifts and the heightening of geopolitical tensions particularly involving the U.S., China, Russia and Iran. On balance, trading of U.S. and, to a lesser extent, Canadian, British, Japanese and Australian interest rate futures were profitable. Meanwhile, trading of European interest rate futures produced partially offsetting losses.

Although the U.S. dollar did advance in 2021, especially late in the year, trading of individual currency pairs was volatile and trading of currency forwards was broadly unprofitable. Currency markets were impacted by fluid growth, inflation, and interest rate developments. Commodity price swings, the evolution of the COVID-19 pandemic and political uncertainties involving various countries also contributed to exchange rate volatility. Trading the U.S. dollar against the Australian, Canadian, New Zealand, Brazilian, British, Swiss, and Swedish currencies, the euro and a few other currencies was unprofitable. Trading the euro against other European currencies was also unprofitable. On the other hand, a long U.S. dollar/short Japanese yen trade, a short U.S. dollar/long Russian ruble position and trading the dollar versus the Israeli and South African units registered somewhat offsetting gains.

Finally, trading of non-energy commodities was fractionally negative. A short coffee position was unprofitable in April and May as prices increased in part because the 2020 drought reduced supplies from Brazil, Columbia and Nicaragua, and logistics and customs issues further constrained Brazilian exports. Trading of sugar was also slightly unprofitable. Wheat prices were volatile during the year and trading of wheat was unprofitable. On the other hand, long soybean and soybean oil trades were profitable during the first half of the year amid strong Chinese demand, weaker than expected U.S. harvests and dry weather in South America. Late in the year, a long soybean meal trade was profitable. Reflation and reopening demand positively impacted metal prices and long copper and aluminum trades were profitable early in the year. In addition, a short silver position was profitable near year end. Conversely, trading of gold, nickel and zinc produced partially offsetting losses.

Critical Accounting Estimates

The Partnership records its transactions in futures, forward and spot contracts, including related income and expenses, on a trade date basis. Open futures contracts traded on an exchange are valued at fair value, which is based on the closing settlement price on the exchange where the futures contract is traded by the Partnership on the day with respect to which net assets are being determined. Open spot contracts are recorded at fair value based on current market prices (“spot prices”). Open forward currency contracts are recorded at fair value, based on pricing models that consider the current market prices plus the time value of money (“forward points”) and contractual prices of the underlying financial instruments. The spot prices and forward points for open forward currency contracts are generally based on the 3:00 P.M. New York time prices provided by widely used quotation service providers on the day with respect to which net assets are being determined. The forward points from the quotation service providers are generally in periods of one month, two months, three months and six months forward while the contractual forward delivery dates for the foreign currency contracts traded by the Partnership may be in between these periods.

The General Partner’s policy is to calculate the forward points for each contract being valued by determining the number of days from the date the forward currency contract is being valued to its maturity date and then using straight-line interpolation to calculate the valuation of forward points for the applicable forward currency contract. The General Partner will also compare the calculated price to the forward currency prices provided by dealers to determine whether the calculated price is fair and reasonable.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and assumptions, such as accrual of expenses, that affect the amounts and disclosures reported in the financial statements. Based on the nature of the business and operations of the Partnership, the General Partner believes that the estimates utilized in preparing the Partnership’s financial statements are appropriate and reasonable, however actual results could differ from these estimates. The estimates used do not provide a range of possible results that would require the exercise of subjective judgment. The General Partner further believes that, based on the nature of the business and operations of the Partnership, no other reasonable assumptions relating to the application of the Partnership’s critical accounting estimates other than those currently used would likely result in materially different amounts from those reported.

used do not provide a range of possible results that would require the exercise of subjective judgment. The General Partner further believes that, based on the nature of the business and operations of the Partnership, no other reasonable assumptions relating to the application of the Partnership’s critical accounting estimates other than those currently used would likely result in materially different amounts from those reported.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 8. Financial Statements and Supplementary Data

The report of Deloitte & Touche LLP (PCAOB ID: 34) for the fiscal years ended December 31, ~~2022~~2023 and ~~2021~~2022, as required by this item, is included as Exhibit 13.01 to this report. Supplementary data is not required.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

The General Partner, with the participation of the General Partner’s principal executive officers and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the fiscal year for which this Annual Report on Form 10-K is being filed, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective. There were no significant changes in the General Partner’s internal controls with respect to the Partnership or in other factors applicable to the Partnership that could significantly affect these controls subsequent to the date of their evaluation.

were no significant changes in the General Partner’s internal controls with respect to the Partnership or in other factors applicable to the Partnership that could significantly affect these controls subsequent to the date of their evaluation.

Management’s Annual Report on Internal Control over Financial Reporting

The General Partner is responsible for establishing and maintaining adequate internal control over the Partnership’s financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. The General Partner’s internal control over financial reporting includes those policies and procedures that:


	•	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Partnership’s assets;


	•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Partnership’s financial statements in accordance with U.S. GAAP, and that the Partnership’s receipts and expenditures are being made only in accordance with authorizations of the General Partner’s management and directors; and


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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The General Partner assessed the effectiveness of its internal control over financial reporting with respect to the Partnership as of December 31, ~~2022~~2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on its assessment, management has concluded that, as of December 31, 2023, the General Partner’s internal control over financial reporting with respect to the Partnership is effective based on those criteria.

(2013). Based on its assessment, management has concluded that, as of December 31, 2022, the General Partner’s internal control over financial reporting with respect to the Partnership is effective based on those criteria.

Changes in Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of its internal control over financial reporting in all annual reports. There were no changes in the Partnership’s internal control over financial reporting ~~during~~for the ~~quarter~~year ended December 31, ~~2022~~2023 that ~~have~~ materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

(a)None.

(b)During the year ended December 31, 2023, neither the General Partner nor its directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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1315

PART III

Item 10. Directors, Executive Officers and Corporate Governance

(a, b) Identification of Directors and Executive Officers

The Partnership has no directors or executive officers. The Partnership is controlled and managed by the General Partner.

The General Partner is a Delaware corporation operating in New York, New York, organized in May 1982 to manage discretionary accounts primarily in futures, forward and spot markets. It is the corporate successor to a futures trading and advisory organization which has been continuously managing assets in the currency and futures markets using quantitative, systematic techniques since 1971.

The principals and senior officers of the General Partner as of December 31, ~~2022~~2023 are as follows:

Harvey Beker, age 6970. Mr. Beker is Chairman of the General Partner, and serves as a member of the General Partner’s Investment Committee. He received a Bachelor of Arts degree in economics from New York University (“NYU”) in 1974 and a Master of Business Administration degree in finance from NYU in 1975. From June 1975 to July 1977, Mr. Beker was employed by the investment bank Loeb Rhoades, Inc. where he developed and traded silver arbitrage strategies. From July 1977 to June 1978, Mr. Beker was a futures trader at the commodities and securities brokerage firm of Clayton Brokerage Co. of St. Louis. Mr. Beker joined The Millburn Corporation in June 1978. He initially served as the Director of Operations for its affiliate, Millburn Partners, and most recently thereafter served as Co-Chief Executive Officer of the General Partner and Chairman and Chief Executive Officer of The Millburn Corporation until November 1, 2015. During his tenure at the General Partner (including its former affiliates, The Millburn Corporation, Millburn Partners and CommInVest), he has been instrumental in the development of the research, trading and operations areas. Mr. Beker became a principal of the firm in June 1982, and a partner in the predecessor to ShareInVest in April 1982. Mr. Beker became registered as an Associated Person and a Swap Associated Person of the General Partner effective November 25, 1986 and March 8, 2013, respectively. He was also listed as a Principal and registered as an Associated Person of ShareInVest effective February 20, 1986 until February 25, 2007. Since March 20, 2020, Mr. Beker has also served as Chairman of Millburn Asia, LLC and Millburn International, LLC (collectively, “Millburn International Group”) and prior to that date served as Co-Chairman of each such entity since its inception.

Gregg R. Buckbinder, age 6465. Mr. Buckbinder is President and Chief Operating Officer of the General Partner. He joined the General Partner and The Millburn Corporation in January 1998 from Odyssey Partners, L.P., an investment management firm, where he was responsible for the operation, administration and accounting of the firm’s merchant banking and managed account businesses from July 1990 through December 1997. Mr. Buckbinder was employed by Tucker Anthony, a securities broker and dealer, from June 1985 to July 1990 where he was First Vice President and Controller, and from August 1983 to June 1984 where he designed and implemented various operations and accounting systems. He was with the public accounting firm of Ernst & Whinney from June 1984 to June 1985 as a manager in the tax department and from September 1980 to August 1983 as a senior auditor, with an emphasis on clients in the financial services business. Mr. Buckbinder graduated cum laude from Pace University (“Pace”) in 1980 with a B.B.A. in accounting and received an M.S. in taxation from Pace in 1988. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Mr. Buckbinder served as Senior Vice-President of the General Partner and The Millburn Corporation until November 1, 2015, the Chief Financial Officer of the General Partner until February 1, 2020, and has since served as the President and Chief Operating Officer of both entities with his affiliation with The Millburn Corporation ceasing on December 31, 2018 upon The Millburn Corporation’s merger into the General Partner. Mr. Buckbinder has also served as Senior Vice President, Chief Operating Officer and a Director of each entity in Millburn International Group since inception. Mr. Buckbinder became listed as a Principal of the General Partner effective February 5, 1999. He became listed as a Principal of The Millburn Corporation, effective March 23, 1998 until January 17, 2019 following The Millburn Corporation’s merger into the General Partner. Mr. Buckbinder became a partner in ShareInVest in January 2000. He was also listed as a Principal of ShareInVest, effective February 28, 2001 until February 25, 2007.

Michael W. Carter, age 5354. Mr. Carter is a Vice President, Director of Operations and Principal Accounting Officer of the General Partner. He is responsible for overseeing operations and accounting for the firm’s commodity pools. Mr. Carter has served as Principal Accounting Officer of the General Partner since May 2014, and prior to the merger of The Millburn Corporation into the General Partner on December 31, 2018, also served as Vice President and Director of Operations of The Millburn Corporation since January 2011, maintaining responsibility for the entity’s

1416

operations. Mr. Carter previously held the positions of Fund Controller (February 2001 until February 2011) and Senior Accountant (March 2000 until February 2001) with The Millburn Corporation. He graduated from Rutgers, The State University of New Jersey – Newark in May 1997 with a B.S. in Accounting. Prior to joining the General Partner and its affiliates in March 2000, he was employed with the accounting firm Rothstein Kass & Company, P.C., as a fund accountant from March 1997 until September 1997 and as a staff auditor from September 1997 until June 1999, and then an equity analyst covering restaurants with the brokerage firm of Sidoti & Company, LLC, which conducts independent small-cap equity research for institutional investors, from June 1999 until February 2000. He is a Certified Public Accountant. Mr. Carter became listed as Principal of the General Partner effective April 22, 2014. Mr. Carter’s affiliation with The Millburn Corporation ceased on December 31, 2018 upon its merger into the General Partner.

Steven M. Felsenthal, age 5354. Mr. Felsenthal is General Counsel and Chief Compliance Officer of the General Partner. Prior to joining the General Partner and its affiliates (including its former affiliate The Millburn Corporation) in January 2004, Mr. Felsenthal was a senior associate in the investment management group at the law firm of Schulte Roth & Zabel LLP (September 1999 to January 2004), where he represented and advised hedge funds, registered investment companies, investment advisers, broker-dealers and banks in connection with all facets of their asset management businesses, and a member of the tax department of the law firm of Kramer, Levin, Naftalis & Frankel LLP (October 1996 to September 1999). He graduated cum laude from Yeshiva University in 1991 with a B.A. in political science, and order of the coif from Fordham University School of Law in 1996, where he also served as an editor of the Fordham Environmental Law Journal. Mr. Felsenthal received an LL.M. degree in taxation from NYU School of Law in 2001 and has written and been quoted in numerous published articles, and frequently speaks at conferences, on various topics related to investment management. Mr. Felsenthal is a member of the New York State Bar (since August 1997), a member of NFA’s Compliance and Risk Committee (since May 2014), a member of MFA’s CTA, CPO and Futures Committee, serving as a Chair (since April 2018) and Vice Chair (February 2017 to April 2018), a former member of the Steering Committee of MFA’s Chief Compliance Officer Forum (June 2014 to December 2015), former Chairman of MFA’s CPO/CTA Advisory Committee (November 2006 to June 2010) and former Co-Chairman of the Steering Committee of MFA’s CPO/CTA Forum (June 2010 to January 2013), is currently a member of the Editorial Boards of the Journal of Securities Operations & Custody (formerly known as the Journal of Securities Law, Regulation and Compliance) (since February 2007) and the Journal of Financial Compliance (since August 2017) and a regular lecturer for the Regulatory Compliance Association’s Chief Compliance Officer University (since May 2009). Mr. Felsenthal has also served as General Counsel, Chief Compliance Officer and Secretary of each entity in Millburn International Group since inception. Mr. Felsenthal became listed as a Principal of the General Partner effective June 24, 2004. Mr. Felsenthal also served as General Counsel and Chief Compliance Officer of ShareInVest. Mr. Felsenthal’s affiliation with The Millburn Corporation ceased on December 31, 2018 upon its merger into the General Partner.

Mark B. Fitzsimmons, age 7576. Mr. Fitzsimmons is a Senior Vice President of the General Partner. His responsibilities mainly involve business development. He joined the General Partner and its affiliates (including its former affiliate The Millburn Corporation) in January 1990 from the brokerage firm of Morgan Stanley & Co. Incorporated, a global financial services firm, where he was a Principal and Manager of institutional foreign exchange sales and was involved in strategic trading for the firm from October 1987 until January 1990. From September 1977 to October 1987, he was with the financial institution Chemical Bank New York Corporation (“Chemical”), first as a Senior Economist in Chemical’s Foreign Exchange Advisory Service and later as a Vice President and Manager of Chemical’s Corporate Trading Group. While at Chemical, he also traded both foreign exchange and fixed income products. From September 1973 to September 1977, Mr. Fitzsimmons was employed by the Federal Reserve Bank of New York, dividing his time between the International Research Department and the Foreign Exchange Department. He graduated summa cum laude from the University of Bridgeport, Connecticut in 1970 with a B.S. degree in economics. His graduate work was done at the University of Virginia, where he received a certificate of candidacy for a Ph.D. in economics in 1973. Mr. Fitzsimmons became listed as a Principal and registered as an Associated Person and a Swap Associated Person of the General Partner, effective July 2, 1993, April 15, 2009 and March 8, 2013, respectively. Mr. Fitzsimmons was a partner in ShareInVest beginning in January 2000. He was also a listed Principal of ShareInVest effective May 19, 1999 until February 25, 2007. Mr. Fitzsimmons also served as a Senior Vice President of The Millburn Corporation until December 31, 2011 with his main responsibilities including business development and investment strategy.

Barry Goodman, age 6566. Mr. Goodman is Co-Chief Executive Officer and Executive Director of Trading of the General Partner, and serves as a member of the General Partner’s Investment Committee. Mr. Goodman plays an integral role in business and product development, and in the strategic direction of the firm as a whole. Mr. Goodman joined the General Partner (including its former affiliate The Millburn Corporation) and Millburn Partners in November 1982 as Assistant Director of Trading and most recently thereafter served as Executive Vice President of

1517

the General Partner and The Millburn Corporation until November 1, 2015. Mr. Goodman has since served as Co-Chief Executive Officer and Executive Director of Trading of both entities with his affiliation with The Millburn Corporation ceasing on December 31, 2018 upon the merger of The Millburn Corporation into the General Partner. His responsibilities include overseeing the firm’s trading operations and managing its trading relationships, as well as the design and implementation of trading systems. From September 1980 through October 1982, he was a commodity trader at the brokerage firm of E.F. Hutton & Co., Inc. (“E.F. Hutton”). At E.F. Hutton, he also designed and maintained various technical indicators and coordinated research projects pertaining to the futures markets. Mr. Goodman graduated magna cum laude from Harpur College of the State University of New York in 1979 with a B.A. in economics. Mr. Goodman has also served as President and a Director of each entity in Millburn International Group since inception. Mr. Goodman became listed as a Principal and registered as an Associated Person and a Swap Associated Person of the General Partner effective December 19, 1991, May 23, 1989 and January 14, 2013, respectively. He became a partner in ShareInVest in January 1994. Mr. Goodman was a listed Principal of ShareInVest, effective May 19, 1999 until February 25, 2007.

Grant N. Smith, age 7172. Mr. Smith is Co-Chief Executive Officer and Chief Investment Officer of the General Partner, and serves as a member of the General Partner’s Investment Committee. He is responsible for the design, testing and implementation of quantitative trading strategies, as well as for planning and overseeing the computerized decision-support systems of the firm. He received a B.S. degree from the Massachusetts Institute of Technology (“MIT”) in 1974 and an M.S. degree from MIT in 1975. While at MIT, he held several teaching and research positions in the computer science field and participated in various projects relating to database management. He joined the predecessor entity to The Millburn Corporation in June 1975, and has been continuously associated with the General Partner and its affiliates since that time. Mr. Smith served as the Executive Vice President of the General Partner and The Millburn Corporation until November 1, 2015 and as the Director of Research of both such entities until May 31, 2016. He has since served as the Co-Chief Executive Officer and Chief Investment Officer of both entities with his affiliation with The Millburn Corporation ceasing on December 31, 2018 upon the merger of The Millburn Corporation into the General Partner. He has also served as a Director of each entity in Millburn International Group since inception, where he, along with the other Directors of each of those entities, is responsible for its overall management. Mr. Smith became listed as a Principal and registered as an Associated Person and a Swap Associated Person of the General Partner, effective December 19, 1991, April 15, 2009, and March 8, 2013, respectively. Mr. Smith also became a partner in ShareInVest in January 1994. He also was listed as a Principal of ShareInVest, effective May 19, 1999 until February 25, 2007.

Ilon Wu, age 4647. Ms. Wu is a Vice President and Chief Financial Officer of the General Partner. Her areas of responsibility include overseeing the accounting and finance for the General Partner and accounting and administration of many of the investment vehicles managed by the General Partner. Ms. Wu has served as Chief Financial Officer of the General Partner since January 2020, before which she served as Controller of The Millburn Corporation (since January 2011), a position she held prior to the merger of The Millburn Corporation into the General Partner on December 31, 2018, and then in the same capacity at the General Partner. Ms. Wu previously held the positions of Assistant Controller (August 2005 until December 2010) and Senior Financial Accountant (June 2000 until August 2006) with The Millburn Corporation. She graduated from Baruch College, The City University of New York in May 1998 with a B.B.A. in Accounting. Prior to joining the General Partner and its affiliates in June 2000, she was employed with the accounting firm Grant Thornton LLP, as a staff accountant from October 1998 to June 2000. She is a Certified Public Accountant. Ms. Wu became listed as Principal of the General Partner effective March 9, 2020. Ms. Wu’s affiliation with The Millburn Corporation ceased on December 31, 2018 upon its merger into the General Partner.

None of the individuals listed above currently serves as a director of a public company.

None.

(d) Family Relationships

None.

(e) Business Experience

See Item 10 (a, b) above.

1618

(f) Involvement in Certain Legal Proceedings

None.

(g) Code of Ethics

The Partnership has no employees, officers or directors and is managed by the General Partner. The General Partner has adopted an Executive Code of Ethics that applies to its principal executive officers, principal financial officer and principal accounting officer. A copy of this Executive Code of Ethics may be obtained at no charge by written request to Millburn Ridgefield Corporation, 55 West 46th Street, 31st Floor, New York, New York 10036 or by calling 212-332-7300 (ask for Client Services).

(h) Audit Committee Financial Expert

Because the Partnership has no employees, officers or directors, the Partnership has no audit committee. The Partnership is managed by the General Partner. Gregg Buckbinder serves as the General Partner’s “audit committee financial expert.” Mr. Buckbinder is not independent of the management of the General Partner. The General Partner is a privately owned corporation managed by its shareholders. It has no independent directors.

Item 11. Executive Compensation

The Partnership has no directors, officers or employees. None of the directors, officers or employees of the General Partner receive compensation from the Partnership. The General Partner makes all investment decisions on behalf of the Partnership. In respect of limited partners who acquire their Interests through selling agents, the General Partner receives a fixed monthly brokerage fee equal to 0.375% of the Partnership’s month-end net assets attributable to such limited partner’s capital account. In respect of limited partners who acquire their Interests through the General Partner or an Advisory Program, the General Partner receives brokerage commissions at a fixed monthly rate of 0.146% of the Partnership’s month-end net assets attributable to such limited partner’s capital account plus an amount equal to the brokerage commissions and fees payable to clearing and executing brokers attributable to each such limited partners’ proportionate interest in the Partnership. The General Partner also receives an annual profit share of 20% of any new trading profit (net of brokerage commissions and administrative expenses) with respect to each Interest.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a) Security Ownership of Certain Beneficial Owners

All of the Partnership’s general partner interest is held by the General Partner.

(b) Security Ownership of Management

The Partnership has no officers or directors. Under the terms of the Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner, which has discretionary authority over the Partnership’s trading. As of December 31, ~~2022~~2023, the General Partner’s interest was valued at $2,~~205~~101,~~397~~886, which constituted 1.6780% of the Partnership’s capital.

As of December 31, 2023, the directors and executive officers of the General Partner beneficially owned Interests as follows:

‎

1719

As of December 31, 2022, the directors and executive officers of the General Partner beneficially owned Interests as follows:


					Percentage of Limited Partnership
Name	Value of Interest				Interests
			Held
	Held Directly		Indirectly 1		% Directly			% Indirectly

Harvey Beker	$	427,075	$	12,980,598		0.37	%		11.33	%

Gregg Buckbinder	$	271,446	$	653,891		0.24	%		0.57	%

Steven M. Felsenthal	$	0	$	229,804		0.00	%		0.20	%

Mark Fitzsimmons	$	0	$	3,852,428		0.00	%		3.37	%

Barry Goodman	$	80,677	$	3,691,752		0.07	%		3.22	%

Grant Smith	$	5,469,524	$	2,950,097		4.77	%		2.58	%

Ilon Wu	$	0	$	84,541		0.00	%		0.07	%

Directors and executive officers of the General Partner as a group	$	6,248,722	$	24,443,111		5.45	%		21.34	%

					Percentage of Limited Partnership
Name	Value of Interest				Interests
			Held
	Held Directly		Indirectly 1		% Directly			% Indirectly
Harvey Beker	$	451,502	$	13,659,163		0.34	%		10.51	%
Gregg Buckbinder	$	286,932	$	686,627		0.22	%		0.53	%
Crapple Marital Trust	$	1,262,762	$	6,530,276		0.97	%		5.03	%
Steven M. Felsenthal	$	0	$	241,308		0.00	%		0.19	%
Mark Fitzsimmons	$	0	$	4,214,214		0.00	%		3.25	%
Barry Goodman	$	85,279	$	3,888,709		0.07	%		3.00	%
Grant Smith	$	5,781,543	$	3,115,715		4.46	%		2.40	%
Ilon Wu	$	0	$	88,774		0.00	%		0.07	%
Directors and executive officers of the General Partner as a group	$	7,868,018	$	32,424,786		6.06	%		24.98	%

¹ Interests held indirectly include Interests with respect to which a person holds voting or disposition power: (i) by virtue of serving as one of two or fewer trustees, custodian or officer of the beneficial owner which is a charitable entity, benefit plan or custody account for the benefit of a minor; (ii) with respect to certain Interests owned by members of a person’s immediate family; or (iii) through a self-directed benefit plan.

None.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

None.

Item 13. Certain Relationships and Related Transactions, and Director Independence

See “Item 11. Executive Compensation” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” The Partnership paid $2,~~702~~537,~~218~~009 in brokerage and management fees to the General Partner and allocated $141,~~202,310~~691 in profit share to the General Partner for the year ended December 31, ~~2022~~2023. The General Partner’s capital interest was allocated a net ~~gain~~loss of $~~508~~103,~~901~~511 for the year ended December 31, ~~2022~~2023. The Partnership paid $2,~~791~~702,~~006~~218 in brokerage and management fees to the General Partner and allocated $~~478~~1,202,310 in profit share to the General Partner for the year ended December 31, 2022. The General Partner’s capital interest was allocated a net gain of $508,901 for the year ended December 31, 2022. The General Partner has paid certain administrative expenses to third-parties on behalf of the Partnership, related to legal, accounting, auditing, printing, postage and similar administrative expenses, and has been or will be reimbursed without interest by the Partnership. The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25% per annum of the Partnership’s average month-end net assets. The Partnership incurred administrative expenses of $314,520 during the year ended December 31, 2023. The Partnership incurred administrative expenses of $320,051

1820

Partner for the year ended December 31, 2021. The General Partner’s capital interest was allocated a net gain of $215,846 for the year ended December 31, 2021. The General Partner has paid certain administrative expenses to third-parties on behalf of the Partnership, related to legal, accounting, auditing, printing, postage and similar administrative expenses, and has been or will be reimbursed without interest by the Partnership. The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25% per annum of the Partnership’s average month-end net assets. The Partnership incurred administrative expenses of $320,051 during the year ended December 31, 2022. The ~~Partnership incurred administrative expenses of $302,794 during the year ended December 31, 2021. The~~ General Partner pays all administrative expenses in excess of 0.25% per annum of the Partnership’s average month-end net assets. The Partnership is prohibited from making any loans.

Item 14. Principal Accountant Fees and Services

(1) Audit Fees

The aggregate fees for professional services rendered by Deloitte & Touche LLP in connection with their audit of the Partnership’s financial statements in connection with the statutory and regulatory filings for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 were approximately $~~112~~115,000 and $92112,000, respectively.

(2) Audit-Related Fees

The Partnership did not engage Deloitte & Touche LLP for internal control consulting services.

(3) Tax Fees

The Partnership did not engage Deloitte & Touche LLP for professional services for tax compliance, advice or planning services.

(4) All Other Fees

There were no other fees for the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

(5) Pre-Approval Policies

The board of directors of the General Partner pre-approves the engagement of the Partnership’s auditor for all services to be provided by the auditor.

‎

1921

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following are included with the ~~2022~~2023 Annual Report to Security Holders, a copy of which is filed herewith as Exhibit 13.01.

Affirmation of Millburn Ridgefield Corporation

Report of Independent Registered Public Accounting Firm

Statements of Financial Condition

Condensed Schedules of Investments

Statements of Operations

Statements of Changes in Partners’ Capital

Statements of Financial Highlights

Notes to Financial Statements

(a)(2) Financial Statement Schedules

All Schedules are omitted for the reason that they are not required or are not applicable because equivalent information has been included in the financial statements or the notes thereto.

(a)(3) Exhibits as required by Item 601 of Regulation S-K

The following exhibits are included herewith.

Designation		Description
13.01		~~2022~~2023 Annual Report to Security Holders
31.01		Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer
31.02		Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer
31.03		Rule 13a-14(a)/15d-14(a) Certification of President and Chief Operating Officer
31.04		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.01		Section 1350 Certification of Co-Chief Executive Officer
32.02		Section 1350 Certification of Co-Chief Executive Officer
32.03		Section 1350 Certification of President and Chief Operating Officer
32.04		Section 1350 Certification of Chief Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

2022

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in

Exhibit 101).

The following exhibit was filed by the Partnership as a part of its Annual Report on Form 10-K (Reg. No. 000-50725) filed on March 29, 2017 and is incorporated herein by reference.


Exhibit Number		Description of Document

3.02		Amended and Restated Agreement of Limited Partnership of Nestor Partners

The following exhibits were filed by the Partnership as a part of its Registration Statement on Form 10 (Reg. No. 000-50725) on April 29, 2004 and are incorporated herein by reference.


Exhibit Number		Description of Document

3.01		Amended and Restated Certificate of Limited Partnership of Nestor Partners

10.04		Form of Selling Agreement

Item 16. Form 10-K Summary

None.

‎

2123

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, on the ~~31st~~29th day of March, ~~2023~~2024.

	NESTOR PARTNERS

	By:	Millburn Ridgefield Corporation,
		General Partner

	By:	/s/ Harvey Beker
		Harvey Beker
		Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the General Partner of the Registrant and in the capacities and on the date indicated.

	Title with
Signature	General Partner	Date
/s/ Harvey Beker	Chairman	March 3129, ~~2023~~2024
Harvey Beker	(Director)
/s/ Barry Goodman	Co-Chief Executive Officer	March 3129, ~~2023~~2024
Barry Goodman	(Principal Executive Officer)
/s/ Grant N. Smith	Co-Chief Executive Officer	March 3129, ~~2023~~2024
Grant N. Smith	(Principal Executive Officer)
/s/ Gregg Buckbinder	President and Chief Operating Officer	March 3129, ~~2023~~2024
Gregg Buckbinder	(Principal Executive Officer)
/s/ Michael W. Carter	Vice President	March 3129, ~~2023~~2024
Michael W. Carter	(Principal Accounting Officer)
/s/ Ilon Wu	Chief Financial Officer	March 3129, ~~2023~~2024
Ilon Wu	(Principal Financial Officer)

(Being the principal executive officers, the principal financial officer and principal accounting officer, and a majority of the directors of Millburn Ridgefield Corporation)

‎

2224

EXHIBIT INDEX

The following exhibits are included herewith.

Designation		Description
13.01		~~2022~~2023 Annual Report to Security Holders
31.01		Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer
31.02		Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer
31.03		Rule 13a-14(a)/15d-14(a) Certification of President and Chief Operating Officer
31.04		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.01		Section 1350 Certification of Co-Chief Executive Officer
32.02		Section 1350 Certification of Co-Chief Executive Officer
32.03		Section 1350 Certification of President and Chief Operating Officer
32.04		Section 1350 Certification of Chief Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The following exhibit was filed by the Partnership as a part of its Annual Report on Form 10-K (Reg. No. 000-50725) filed on March 29, 2017 and is incorporated herein by reference.


Exhibit Number		Description of Document

3.02		Amended and Restated Agreement of Limited Partnership of Nestor Partners

The following exhibits were filed by the Partnership as a part of its Registration Statement on Form 10 (Reg. No. 000-50725) on April 29, 2004 and are incorporated herein by reference.


Exhibit Number		Description of Document

3.01		Amended and Restated Certificate of Limited Partnership of Nestor Partners

10.04		Form of Selling Agreement

2325

Exhibit 13.1

Nestor Partners (A New Jersey Limited Partnership) Financial Statements as of and for the Years Ended December 31, ~~2022~~2023 and ~~2021~~2022, and Report of Independent Registered Public Accounting Firm

‎

F-1


NESTOR PARTNERS

TABLE OF CONTENTS

	Page(s)

AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AND 2022 AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022:

Statements of Financial Condition	2

Condensed Schedules of Investments	3–6

Statements of Operations	7

Statements of Changes in Partners’ Capital	8

Statements of Financial Highlights	9

Notes to Financial Statements	10–25

NESTOR PARTNERS
TABLE OF CONTENTS
	Page(s)
AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION	F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND 2021 AND FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021:
Statements of Financial Condition	F-5
Condensed Schedules of Investments	F-6–F-9
Statements of Operations	F-10
Statements of Changes in Partners’ Capital	F-11
Statements of Financial Highlights	F-12
Notes to Financial Statements	F-13–F-27

‎

~~F-2~~AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION In compliance with the Commodity Futures Trading Commission’s regulations, I hereby affirm that to the best of my knowledge and belief, the information contained in the statements of financial condition, including the condensed schedules of investments, of Nestor Partners as of December 31, 2023 and 2022, and the related statements of operations, changes in partners’ capital, and financial highlights for each of the two years in the period ended December 31, 2023, are complete and accurate. Gregg Buckbinder, President Millburn Ridgefield Corporation General Partner of Nestor Partners

AFFIRMATION OF MILLBURN RIDGEFIELD CORPORATION In compliance with the Commodity Futures Trading Commission’s regulations, I hereby affirm that to the best of my knowledge and belief, the information contained in the statements of financial condition, including the condensed schedules of investments, of Nestor Partners as of December 31, 2022 and 2021, and the related statements of operations, changes in partners’ capital, and financial highlights for each of the two years in the period ended December 31, 2022, are complete and accurate. Gregg Buckbinder, President Millburn Ridgefield Corporation General Partner of Nestor Partners

‎

F-3

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Deloitte & Touche LLP

30 Rockefeller Plaza

New York, NY 10112-0015

USA

Tel: +1 212 492 4000
‎Fax: +1 212 489 1687
‎www.deloitte.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Nestor Partners:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of financial condition of Nestor Partners (the “Partnership”), including the condensed schedules of investments, as of December 31, ~~2022~~2023 and ~~2021~~2022, the related statements of operations, changes in partners’ capital, and the financial highlights for each of the two years in the period ended December 31, ~~2022~~2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Partnership as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations, the changes in its partners’ capital, and the financial highlights for each of the two years in the period ended December 31, ~~2022~~2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, ~~2022~~2023, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~/s/ Deloitte & Touche LLP‎~~March 2018, ~~2023~~2024

We have served as the auditor of one or more Millburn Ridgefield Corporation investment companies since 2004.

‎


NESTOR PARTNERS

STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2023 AND 2022

		2023		2022
ASSETS

EQUITY IN TRADING ACCOUNTS:
Investments in U.S. Treasury notes −− at fair value
(amortized cost $24,070,428 and $25,557,253)	$	24,060,502	$	25,376,719
Net unrealized appreciation on open futures and forward
currency contracts		249,754		6,564,636
Due from brokers		2,026,514		6,465,226
Cash denominated in foreign currencies (cost $1,314,433
and -$2,514)		1,347,548		5,005

Total equity in trading accounts		27,684,318		38,411,586

INVESTMENTS IN U.S. TREASURY NOTES −− at fair value
(amortized cost $85,921,741 and $88,668,229)		86,016,467		88,232,276

CASH AND CASH EQUIVALENTS		4,710,715		9,166,375

ACCRUED INTEREST RECEIVABLE		726,811		654,085

TOTAL	$	119,138,311	$	136,464,322

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Capital contributions received in advance	$	36,367	$	-
Net unrealized depreciation on open futures and forward
currency contracts		1,552,260		-
Accrued management fees		91,113		109,679
Accrued installment selling commissions		64,526		76,900
Accrued trade execution and clearing costs		9,751		11,064
Due to brokers		83,836		-
Cash overdrafts denominated in foreign currencies (cost $475,760
and $1,538,325)		485,526		1,598,022
Accrued expenses		42,723		35,306
Capital withdrawals payable to limited partners		57,052		635,176
Capital withdrawal payable to General Partner		37,513		1,952,102

Total liabilities		2,460,667		4,418,249

PARTNERS' CAPITAL		116,677,644		132,046,073

TOTAL	$	119,138,311	$	136,464,322


See notes to financial statements

F-4

NESTOR PARTNERS
STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 2022 AND 2021
		2022		2021
ASSETS
EQUITY IN TRADING ACCOUNTS:
Investments in U.S. Treasury notes −− at fair value
(amortized cost $25,557,253 and $19,568,494)	$	25,376,719	$	19,563,280
Net unrealized appreciation on open futures and forward
currency contracts		6,564,636		481,160
Due from brokers		6,465,226		3,826,824
Cash denominated in foreign currencies (cost -$2,514
and $1,080,882)		5,005		1,072,270
Total equity in trading accounts		38,411,586		24,943,534
INVESTMENTS IN U.S. TREASURY NOTES −− at fair value
(amortized cost $88,668,229 and $85,727,554)		88,232,276		85,711,769
CASH AND CASH EQUIVALENTS		9,166,375		8,987,690
ACCRUED INTEREST RECEIVABLE		654,085		676,077
TOTAL	$	136,464,322	$	120,319,070
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Net unrealized depreciation on open futures and forward
currency contracts	$	-	$	766,206
Accrued brokerage fees		197,643		187,123
Due to brokers		-		93,087
Cash overdrafts denominated in foreign currencies (cost $1,538,325
and $177,683)		1,598,022		177,244
Accrued expenses		35,306		25,658
Capital withdrawals payable to limited partners		635,176		458,676
Capital withdrawal payable to General Partner		1,952,102		250,478
Total liabilities		4,418,249		1,958,472
PARTNERS' CAPITAL		132,046,073		118,360,598
TOTAL	$	136,464,322	$	120,319,070
See notes to financial statements

- 2 -

NESTOR PARTNERS

CONDENSED SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 2023

	Net Unrealized ‎Appreciation/ ‎(Depreciation) as a % of ‎Partners' Capital			Net Unrealized ‎Appreciation/ ‎(Depreciation)
FUTURES AND FORWARD CURRENCY CONTRACTS
FUTURES CONTRACTS
Long futures contracts:
Currencies	(0.00)	%	$	(3,522)
Energies	(0.47)			(549,399)
Interest rates	0.55			646,628
Livestock	(0.00)			(3,510)
Metals	0.47			551,356
Softs	(0.01)			(12,450)
Stock indices	0.13			154,800

Total long futures contracts	0.67			783,903

Short futures contracts:
Currencies	(0.04)			(51,121)
Energies	(0.26)			(308,098)
Grains	0.07			87,255
Interest rates	(0.88)			(1,021,629)
Livestock	0.00			1,450
Metals	(0.49)			(577,331)
Softs	0.14			165,722
Stock indices	0.08			92,817

Total short futures contracts	(1.38)			(1,610,935)

TOTAL INVESTMENTS IN FUTURES CONTRACTS −− Net	(0.71)			(827,032)
FORWARD CURRENCY CONTRACTS
Total long forward currency contracts	2.21			2,583,524
Total short forward currency contracts	(2.62)			(3,058,998)

TOTAL INVESTMENTS IN FORWARD CURRENCY
CONTRACTS −− Net	(0.41)			(475,474)

TOTAL	(1.12)	%	$	(1,302,506)

				(Continued)


NESTOR PARTNERS

- 3 -


CONDENSED SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 2023

	U.S. TREASURY NOTES
	Face ‎Amount	Description	Fair Value as a % of Partners' Capital			Fair Value

$	28,053,000	U.S. Treasury notes, 2.750%, 02/15/2024	23.97	%	$	27,964,239
	28,925,000	U.S. Treasury notes, 2.500%, 05/15/2024	24.55			28,644,224
	25,953,000	U.S. Treasury notes, 2.375%, 08/15/2024	21.88			25,529,743
	28,579,000	U.S. Treasury notes, 2.250%, 11/15/2024	23.95			27,938,763

		TOTAL INVESTMENTS IN U.S. TREASURY
		NOTES (amortized cost $109,992,169)	94.35	%	$	110,076,969

	See notes to financial statements					(Concluded)

‎

F-5 4 -

NESTOR PARTNERS
CONDENSED SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 2022
	Net Unrealized‎Appreciation/‎(Depreciation) as a % of‎Partners' Capital			Net Unrealized‎Appreciation/‎(Depreciation)
FUTURES AND FORWARD CURRENCY CONTRACTS
FUTURES CONTRACTS
Long futures contracts:
Currencies	0.01	%	$	14,239
Energies	0.91			1,196,200
Grains	0.09			111,793
Interest rates	(0.04)			(52,481)
Livestock	(0.01)			(7,130)
Metals	0.18			242,463
Softs	(0.02)			(26,476)
Stock indices	(0.06)			(75,258)
Total long futures contracts	1.06			1,403,350
Short futures contracts:
Currencies	(0.00)			(5,951)
Energies	0.67			879,485
Grains	(0.02)			(28,225)
Interest rates:
2 Year U.S. Treasury Note (224 contracts, settlement date March 2023)	0.06			80,711
30 Year U.S. Treasury Bond (75 contracts, settlement date March 2023)	0.01			13,375
Other	2.84			3,753,511
Total interest rates	2.91			3,847,597
Metals	(0.15)			(196,302)
Softs	(0.01)			(9,120)
Stock indices	0.03			36,853
Total short futures contracts	3.43			4,524,337
TOTAL INVESTMENTS IN FUTURES CONTRACTS −− Net	4.49			5,927,687
FORWARD CURRENCY CONTRACTS
Total long forward currency contracts	1.05			1,392,974
Total short forward currency contracts	(0.57)			(756,025)
TOTAL INVESTMENTS IN FORWARD CURRENCY
CONTRACTS −− Net	0.48			636,949
TOTAL	4.97	%	$	6,564,636
				(Continued)

F-6 5 -

(Continued)


NESTOR PARTNERS

CONDENSED SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 2022

	U.S. TREASURY NOTES
	Face ‎Amount	Description	Fair Value as a % of Partners' Capital			Fair Value

$	21,270,000	U.S. Treasury notes, 2.000%, 02/15/2023	16.07	%	$	21,213,917
	24,370,000	U.S. Treasury notes, 1.750%, 05/15/2023	18.26			24,115,828
	25,470,000	U.S. Treasury notes, 2.500%, 08/15/2023	19.03			25,121,777
	43,900,000	U.S. Treasury notes, 2.750%, 11/15/2023	32.68			43,157,473

		TOTAL INVESTMENTS IN U.S. TREASURY
		NOTES (amortized cost $114,225,482)	86.04	%	$	113,608,995

	See notes to financial statements					(Concluded)

‎

F-7 6 -

NESTOR PARTNERS
CONDENSED SCHEDULE OF INVESTMENTS
STATEMENTS OF OPERATIONS
AS OF DECEMBER 31, 2021
YEARS ENDED DECEMBER 31, 2023 AND 2022
	Net Unrealized‎Appreciation/‎(Depreciation) as a % of‎Partners' Capital			Net Unrealized‎Appreciation/‎(Depreciation)
		2023			2022
FUTURES AND FORWARD CURRENCY CONTRACTS
INVESTMENT INCOME −− Interest income, net	$	5,433,017		$	1,752,284
FUTURES CONTRACTS
EXPENSES:
Long futures contracts:
Brokerage and management fees:
Currencies	0.00	%	$	3,688
Management fees		1,164,126			1,233,129
Energies	0.42			492,605
Installment selling commissions		846,071			915,696
Grains	0.01			12,662
Trade execution and clearing costs		526,812			553,393
Interest rates	(0.79)			(939,443)
Total brokerage and management fees		2,537,009			2,702,218
Livestock	(0.01)			(5,370)
Administrative expenses		314,520			320,051
Metals	1.01			1,197,013
Custody fees and other expenses		22,472			22,947
Softs	(0.01)			(15,847)
Total expenses		2,874,001			3,045,216
Stock indices	0.19			224,522
NET INVESTMENT INCOME (LOSS)		2,559,016			(1,292,932)
Total long futures contracts	0.82			969,830
NET REALIZED AND UNREALIZED GAINS (LOSSES):
Short futures contracts:
Net realized gains (losses) on closed positions:
Currencies	0.00			1,398
Futures and forward currency contracts		(2,918,612)			17,222,596
Energies	0.06			65,449
Foreign exchange transaction		(157,244)			21,582
Grains	0.01			6,149
Net change in unrealized:
Interest rates	0.04			49,461
Futures and forward currency contracts		(7,867,142)			6,849,682
Livestock	0.00			5,170
Foreign exchange translation		75,527			(44,005)
Metals	(0.89)			(1,047,948)
Net gains (losses) from U.S. Treasury notes:
Softs	0.01			6,910
Realized		(51,952)			(72,557)
Stock indices	0.03			38,964
Net change in unrealized		701,287			(595,488)
Total short futures contracts	(0.74)			(874,447)
Total net realized and unrealized gains (losses)		(10,218,136)			23,381,810
TOTAL INVESTMENTS IN FUTURES CONTRACTS −− Net	0.08			95,383
NET INCOME (LOSS)		(7,659,120)			22,088,878
FORWARD CURRENCY CONTRACTS
LESS PROFIT SHARE TO GENERAL PARTNER		41,691			1,202,310
Total long forward currency contracts	1.43			1,688,217
NET INCOME (LOSS) AFTER PROFIT SHARE TO
Total short forward currency contracts	(1.75)			(2,068,646)
GENERAL PARTNER	$	(7,700,811)		$	20,886,568
TOTAL INVESTMENTS IN FORWARD CURRENCY
See notes to financial statements
CONTRACTS −− Net	(0.32)			(380,429)
TOTAL	(0.24)	%	$	(285,046)
				(Continued)

F-8

NESTOR PARTNERS
CONDENSED SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 2021
	U.S. TREASURY NOTES
	Face ‎Amount	Description	Fair Value as a % of Partners' Capital			Fair Value
$	30,700,000	U.S. Treasury notes, 2.500%, 02/15/2022	26.01	%	$	30,788,742
	47,840,000	U.S. Treasury notes, 2.375%, 03/15/2022	40.61			48,062,381
	26,270,000	U.S. Treasury notes, 1.750%, 05/15/2022	22.32			26,423,926
		TOTAL INVESTMENTS IN U.S. TREASURY
		NOTES (amortized cost $105,296,048)	88.94	%	$	105,275,049
	See notes to financial statements					(Concluded)

‎

F-9 7 -

NESTOR PARTNERS
STATEMENTS OF OPERATIONS
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 2022 AND 2021
YEARS ENDED DECEMBER 31, 2023 AND 2022
		2022		2021
		Limited Partners		Special Limited Partners		New Profit Memo Account		General Partner		Total
INVESTMENT INCOME −− Interest income, net	$	1,752,284	$	24,566
PARTNERS' CAPITAL −− January 1, 2022	$	56,461,012	$	59,453,090	$	-	$	2,446,496	$	118,360,598
EXPENSES:
Contributions		486,599		-		-		-		486,599
Brokerage fees		2,702,218		2,791,006
Withdrawals		(3,621,287)		(3,316,613)		-		(1,952,102)		(8,890,002)
Administrative expenses		320,051		302,794
Net income (loss)		9,448,480		12,131,705		(208)		508,901		22,088,878
Custody fees and other expenses		22,947		20,703
General Partner's allocation −− profit share		(1,162,079)		(40,231)		1,202,310		-		-
Total expenses		3,045,216		3,114,503
Transfer of New Profit Memo Account to
NET INVESTMENT LOSS		(1,292,932)		(3,089,937)
General Partner		-		-		(1,202,102)		1,202,102		-
NET REALIZED AND UNREALIZED GAINS (LOSSES):
PARTNERS' CAPITAL −− December 31, 2022		61,612,725		68,227,951		-		2,205,397		132,046,073
Net realized gains (losses) on closed positions:
Contributions		918,725		92,394		-		-		1,011,119
Futures and forward currency contracts		17,222,596		15,198,115
Withdrawals		(7,293,282)		(1,389,633)		-		(37,513)		(8,720,428)
Foreign exchange transaction		21,582		(222,349)
Net loss		(4,221,030)		(3,330,401)		(4,178)		(103,511)		(7,659,120)
Net change in unrealized:
General Partner's allocation −− profit share		(41,691)		-		41,691		-		-
Futures and forward currency contracts		6,849,682		(3,612,444)
Transfer of New Profit Memo Account to
Foreign exchange translation		(44,005)		(180,074)
General Partner		-		-		(37,513)		37,513		-
Net losses from U.S. Treasury notes:
PARTNERS' CAPITAL −− December 31, 2023	$	50,975,447	$	63,600,311	$	-	$	2,101,886	$	116,677,644
Realized		(72,557)		(366)
See notes to financial statements
Net change in unrealized		(595,488)		(11,620)
Total net realized and unrealized gains		23,381,810		11,171,262
NET INCOME		22,088,878		8,081,325
LESS PROFIT SHARE TO GENERAL PARTNER		1,202,310		478
NET INCOME AFTER PROFIT SHARE TO
GENERAL PARTNER	$	20,886,568	$	8,080,847
See notes to financial statements

‎

F-10 8 -

NESTOR PARTNERS
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
STATEMENTS OF FINANCIAL HIGHLIGHTS
YEARS ENDED DECEMBER 31, 2022 AND 2021
YEARS ENDED DECEMBER 31, 2023 AND 2022
		Limited Partners		Special Limited Partners			New Profit Memo Account			General Partner			Total
				Limited‎Partners				Special Limited‎Partners
PARTNERS' CAPITAL −− January 1, 2021	$	59,408,722	$	56,659,557		$	-		$	2,480,650		$	118,548,929
				2023		2022		2023		2022
Contributions		-		-			-			-			-
Ratios to average partners' capital −−
Withdrawals		(6,211,917)		(1,807,261)			-			(250,478)			(8,269,656)
Net investment income (loss)				0.51	%	(2.53)	%	3.35	%	0.34	%
Reclass (1)		138,837		(138,837)			-			-			-
Total expenses				3.84	%	3.90	%	1.01	%	1.01	%
Net income		3,125,848		4,739,631			-			215,846			8,081,325
Profit share allocation(1)				0.07	%	1.91	%	0.00	%	0.06	%
General Partner's allocation −− profit share		(478)		-			478			-			-
Total expenses and profit share allocation				3.91	%	5.81	%	1.01	%	1.07	%
Transfer of New Profit Memo Account to
Total return before profit share allocation				(7.60)	%	16.81	%	(4.99)	%	20.37	%
General Partner		-		-			(478)			478			-
Less profit share allocation(1)				0.07	%	1.91	%	0.00	%	0.06	%
PARTNERS' CAPITAL −− December 31, 2021		56,461,012		59,453,090			-			2,446,496			118,360,598
Total return after profit share allocation				(7.67)	%	14.90	%	(4.99)	%	20.31	%
Contributions		486,599		-			-			-			486,599
(1) In instances of 0.00%, value is less than 0.01% when ‎
Withdrawals		(3,621,287)		(3,316,613)			-			(1,952,102)			(8,890,002)
rounded to two decimal places ‎
Net income (loss)		9,448,480		12,131,705			(208)			508,901			22,088,878
See notes to financial statements
General Partner's allocation −− profit share		(1,162,079)		(40,231)			1,202,310			-			-
Transfer of New Profit Memo Account to
General Partner		-		-			(1,202,102)			1,202,102			-
PARTNERS' CAPITAL −− December 31, 2022	$	61,612,725	$	68,227,951		$	-		$	2,205,397		$	132,046,073
(1) Partner reclass from Special Limited Partner to Limited Partner
See notes to financial statements

‎

F-11 9 -

NESTOR PARTNERS
STATEMENTS OF FINANCIAL HIGHLIGHTS
YEARS ENDED DECEMBER 31, 2022 AND 2021
	Limited‎Partners				Special Limited‎Partners
	2022		2021		2022		2021
Ratios to average partners' capital −−
Net investment income (loss)	(2.53)	%	(3.97)	%	0.34	%	(1.21)	%
Total expenses	3.90	%	3.99	%	1.01	%	1.23	%
Profit share allocation(1)	1.91	%	0.00	%	0.06	%	0.00	%
Total expenses and profit share allocation	5.81	%	3.99	%	1.07	%	1.23	%
Total return before profit share allocation	16.81	%	5.38	%	20.37	%	8.33	%
Less profit share allocation(1)	1.91	%	0.00	%	0.06	%	0.00	%
Total return after profit share allocation	14.90	%	5.38	%	20.31	%	8.33	%
(1) In instances of 0.00%, value is less than 0.01% when ‎
rounded to two decimal places ‎
See notes to financial statements

‎

F-12

NESTOR PARTNERS

NOTES TO FINANCIAL STATEMENTS

Years ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

1. ORGANIZATION

Nestor Partners (the “Partnership”) is a limited partnership which was organized in 1976 under the New Jersey Uniform Limited Partnership Act. The Limited Partnership Agreement (the “Agreement”) was amended and restated as of November 1, 2016. The Partnership engages in the speculative trading of futures and forward currency contracts. The instruments traded by the Partnership are volatile and involve a high degree of market risk.

The General Partner of the Partnership is Millburn Ridgefield Corporation (the “General Partner”). Principals, employees, former employees and other affiliates of the General Partner have invested in the Partnership as special limited partners.

The Agreement provides that subject to certain limitations, the General Partner shall conduct and manage the business of the Partnership. The General Partner has the right to make all investment decisions regarding the Partnership, authorize the payments of distributions to partners, enter into customer agreements with brokers and take such other actions as it deems necessary or desirable to manage the business of the Partnership.

The limited partners, special limited partners, New Profit Memo Account (see Note 4) and the General Partner share in the profits and losses of the Partnership which are determined before brokerage fees (see Note 2) and profit share allocations on the basis of their proportionate interests of Partnership capital (see Note 4). The special limited partners are charged lower brokerage fees (see Note 2) than limited partners in accordance with the Agreement. No limited partner or special limited partner shall be liable for Partnership obligations in excess of their capital contribution plus profits allocated to their capital accounts, if any.

Subject to certain conditions, a partner has the right to redeem all or a portion of its partnership capital as of any month-end upon fifteen days’ prior written notice to the General Partner. In its sole discretion, the General Partner may permit redemptions on shorter notice or as of a date other than month-end. Partners who purchased their interests through certain selling agents and redeem their partnership capital prior to the one-year anniversary of their subscription will pay the applicable early redemption fee. Redemptions will be made as of the last day of the month for an amount equal to the net asset value of the portion of a partner’s capital being redeemed; a redeeming partner shall receive such redeemed capital less the redemption fee, if any.

The General Partner, subject to Commodity Futures Trading Commission requirements, may (at its discretion) sell additional Limited Partnership Interests to persons desiring to become limited partners.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”).

- 10 -

Investment Company Status: The Partnership is for U.S. GAAP purposes an investment company in accordance with FASB Codification 946 Financial Services – Investment Companies.

F-13

Investments — The Partnership records its transactions in futures and forward currency contracts and United States (“U.S.”) Treasury notes, including related income and expenses, on a trade-date basis.

Open futures contracts are valued at quoted market values. Open forward currency contracts are valued at fair value which is based on pricing models that consider the time value of money and the current market and contractual prices of the underlying financial instruments. Brokerage commissions on open futures contracts are expensed when contracts are opened. Realized gains (losses) and changes in unrealized appreciation (depreciation) on futures and forward currency contracts are recognized in the periods in which the contracts are closed or the changes in the value of open contracts occur and are included in net realized and unrealized gains (losses) in the Statements of Operations.

Investments in U.S. Treasury notes are valued at fair value based on the midpoint of bid/ask quotations reported daily at 3 pm EST by Bloomberg. The Partnership amortizes premiums and accretes discounts on U.S. Treasury notes. Such securities are normally on deposit with financial institutions (see Note 7) as collateral for performance of the Partnership’s trading obligations with respect to derivative contracts or are held for safekeeping in a custody account at HSBC Bank USA, N.A.

Cash and Cash Equivalents — Cash ~~and~~includes cash ~~equivalents~~held ~~includes~~at ~~cash~~First ~~and~~Republic Bank, which became part of JP Morgan Chase Bank, N.A. effective May 1, 2023. Cash equivalents includes investments in Dreyfus Treasury ~~Prime~~Securities Cash Management, a short- term U.S. government securities money market fund, that is readily convertible to cash and has an original maturity of 90 days or less.

Cash Denominated in Foreign Currencies — Includes foreign currency cash held at the Partnership’s trading counterparties. Foreign cash deficits, if applicable, are presented in the liabilities section of the Statements of Financial Condition.

Foreign Currency Translation — Assets and liabilities denominated in foreign currencies are translated to U.S. Dollars at prevailing exchange rates of such currencies. Purchases and sales of investments are translated to U.S. Dollars at the exchange rate prevailing when such transactions occurred.

Brokerage Fees — The Agreement provides that the Partnership shall charge the limited partners’ capital accounts and pay the General Partner brokerage fees at a fixed rate of 0.375% per month of net asset value (4.5% per annum) of limited partnership interest. The General Partner retains the right to charge less than the annual brokerage rate except as specified in the Agreement.

Certain prior year items in the financial statements have been reclassified to conform to the current year presentation. The Partnership reclassified amounts previously included in “Brokerage fees” to “Management fees”, “Installment selling commissions” and “Trade execution and clearing costs” in the Statements of Operations for the years ended December 31, 2023 and December 31, 2022. Further, the Partnership reclassified amounts previously included in “Accrued brokerage fees” to “Accrued management fees”, “Accrued installment selling commissions” and “Accrued trade execution and clearing costs” in the Statements of Financial Condition at December 31, 2023 and December 31, 2022. Any mention of “brokerage fees” or “accrued brokerage fees” subsequently in these footnotes are understood to represent the newly classified line items.

Administrative Expenses — The Partnership bears expenses, including periodic legal, accounting and filing fees, up to an amount equal to 1/4 of 1% per annum of the average net assets of the Partnership. The General Partner bears any excess over such amounts. The Partnership will pay any extraordinary expenses applicable to it.

~~During~~- ~~the~~11 ~~years ended December 31, 2022 and 2021, the amount of administrative expenses over 1/4 of 1% per annum of the average net assets of the Partnership was $74,819 and $29,588, respectively.~~-

During the years ended December 31, 2023 and December 31, 2022, the amount of administrative expenses over 1/4 of 1% per annum of the average net assets of the Partnership was $76,206 and $74,819, respectively.

Income Taxes — The Partnership is treated as a limited partnership for federal and state income tax reporting purposes. Accordingly, the Partnership prepares calendar year U.S. federal and applicable state tax returns and reports to the partners their allocable shares of the Partnership’s income, expenses and trading gains or losses. No provision for income taxes has been made in the accompanying financial statements as the partners are responsible for the payment of taxes.

Income Taxes (Topic 740) of the Codification clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, ~~2019~~2020 to ~~2022~~2023, the General Partner has determined that no reserves for uncertain tax positions were required.

F-14

Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Actual results could differ from these estimates.

Right of Offset — The customer agreements between the Partnership and its brokers give the Partnership the legal right to net unrealized gains and losses with each broker. Unrealized gains and losses related to offsetting transactions with these brokers are reflected on a net basis in the equity in trading accounts in the Statements of Financial Condition as the criteria under Balance Sheet (Topic 210) of the Codification were met.

Fair Value of Financial Instruments — The fair value of the Partnership’s assets and liabilities, which qualify as financial instruments under Fair Value Measurement (Topic 820) of the Codification, approximates the carrying amounts presented in the Statements of Financial Condition. The topic defines fair value, establishes a framework for measurement of fair value and expands disclosures about fair value measurements. The three levels of the fair value hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In determining fair value, the Partnership separates its investments into two categories: cash instruments and derivative contracts.

Cash Instruments — The Partnership’s cash instruments are generally classified within Level 1 of the fair value hierarchy because they are typically valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets include U.S. government obligations and an investment in a quoted short-term U.S. government securities money market fund. The General Partner of the Partnership does not adjust the quoted price for such instruments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.

Derivative Contracts — Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded futures contracts are valued based on quoted closing settlement prices and typically fall within Level 1 of the fair value hierarchy.

~~Spot~~- ~~currency~~12 contracts are valued based on current market prices (“Spot Price”). Forward currency contracts are valued based on pricing models that consider the Spot Price plus the financing cost or benefit (“Forward Point”). Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Partnership may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of months from the date the forward currency contract is being valued to its maturity date (“Months to Maturity”), then identifying the forward currency contracts for the two forward months that are closest to the Months to Maturity (“Forward Month Contracts”). Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated forward point. Model inputs can generally be verified and model -

~~F-15~~Spot currency contracts are valued based on current market prices (“Spot Price”). Forward currency contracts are valued based on pricing models that consider the Spot Price plus the financing cost or benefit (“Forward Point”). Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Partnership may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of months from the date the forward currency contract is being valued to its maturity date (“Months to Maturity”), then identifying the forward currency contracts for the two forward months that are closest to the Months to Maturity (“Forward Month Contracts”). Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated forward point. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

~~selection~~The ~~does~~following ~~not~~table ~~involve~~represents ~~significant~~the ~~management~~Partnership’s ~~judgment.~~investments ~~Such~~by ~~instruments~~hierarchical ~~are~~level ~~typically~~as ~~classified~~of ~~within~~December ~~Level~~31, 22023 ofand 2022 in valuing the Partnership’s investments at fair value. ~~hierarchy~~As of and during the years ended December 31, 2023 and 2022, the Partnership held no assets or liabilities classified in Level 3.

~~The~~‎ following table represents the Partnership’s investments by hierarchical level as of December 31, 2022 and 2021 in valuing the Partnership’s investments at fair value. At December 31, 2022 and 2021, the Partnership held no assets or liabilities classified in Level 3.

Financial assets and liabilities at fair value as of December 31, 2022
	Level 1	Level 2	Total
U.S. Treasury Notes (1)	$ 113,608,995	$ -	$ 113,608,995
Short-Term Money Market Fund*	8,916,375	-	8,916,375
Exchange-Traded Futures Contracts
Currencies	8,288	-	8,288
Energies	2,075,685	-	2,075,685
Grains	83,568	-	83,568
Interest rates	3,795,116	-	3,795,116
Livestock	(7,130)	-	(7,130)
Metals	46,161	-	46,161
Softs	(35,596)	-	(35,596)
Stock indices	(38,405)	-	(38,405)
Total exchange-traded futures contracts	5,927,687	-	5,927,687
Over-the-Counter Forward Currency Contracts	-	636,949	636,949
Total futures and forward currency contracts (2)	5,927,687	636,949	6,564,636
Total financial assets and liabilities at fair value	$ 128,453,057	$ 636,949	$ 129,090,006
Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in equity trading accounts as collateral			$ 25,376,719
Investments in U.S. Treasury notes			88,232,276
Total investments in U.S. Treasury notes			$ 113,608,995
(2)
Net unrealized appreciation on open futures and forward currency contracts			$ 6,564,636
Net unrealized depreciation on open futures and forward currency contracts			-
Total net unrealized appreciation on open futures and forward currency contracts			$ 6,564,636
*The short-term money market fund is included in Cash and Cash Equivalents on the Statements of Financial
Condition.

- 13 -

F-16


Financial assets and liabilities at fair value as of December 31, 2023

	Level 1	Level 2	Total

U.S. Treasury Notes (1)	$ 110,076,969	$ -	$ 110,076,969
Short-Term Money Market Fund*	4,460,715	-	4,460,715
Exchange-Traded Futures Contracts
Currencies	(54,643)	-	(54,643)
Energies	(857,497)	-	(857,497)
Grains	87,255	-	87,255
Interest rates	(375,001)	-	(375,001)
Livestock	(2,060)	-	(2,060)
Metals	(25,975)	-	(25,975)
Softs	153,272	-	153,272
Stock indices	247,617	-	247,617

Total exchange-traded futures contracts	(827,032)	-	(827,032)

Over-the-Counter Forward Currency Contracts	-	(475,474)	(475,474)

Total futures and forward currency contracts (2)	(827,032)	(475,474)	(1,302,506)

Total financial assets and liabilities at fair value	$ 113,710,652	$ (475,474)	$ 113,235,178


Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in equity trading accounts as collateral			$ 24,060,502
Investments in U.S. Treasury notes			86,016,467
Total investments in U.S. Treasury notes			$ 110,076,969

(2)
Net unrealized appreciation on open futures and forward currency contracts			$ 249,754
Net unrealized depreciation on open futures and forward currency contracts			(1,552,260)
Total net unrealized depreciation on open futures and forward currency contracts			$ (1,302,506)

*The short-term money market fund is included in Cash and Cash Equivalents on the Statements of Financial
Condition.

Financial assets and liabilities at fair value as of December 31, 2021
	Level 1	Level 2	Total
U.S. Treasury Notes (1)	$ 105,275,049	$ -	$ 105,275,049
Short-Term Money Market Fund*	8,737,690	-	8,737,690
Exchange-Traded Futures Contracts
Currencies	5,086	-	5,086
Energies	558,054	-	558,054
Grains	18,811	-	18,811
Interest rates	(889,982)	-	(889,982)
Livestock	(200)	-	(200)
Metals	149,065	-	149,065
Softs	(8,937)	-	(8,937)
Stock indices	263,486	-	263,486
Total exchange-traded futures contracts	95,383	-	95,383
Over-the-Counter Forward Currency Contracts	-	(380,429)	(380,429)
Total futures and forward currency contracts (2)	95,383	(380,429)	(285,046)
Total financial assets at fair value	$ 114,108,122	$ (380,429)	$ 113,727,693
Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in equity trading accounts as collateral			$ 19,563,280
Investments in U.S. Treasury notes			85,711,769
Total investments in U.S. Treasury notes			$ 105,275,049
(2)
Net unrealized appreciation on open futures and forward currency contracts			$ 481,160
Net unrealized depreciation on open futures and forward currency contracts			(766,206)
Total net unrealized depreciation on open futures and forward currency contracts			$ (285,046)
*The short-term money market fund is included in Cash and Cash Equivalents on the Statements of
Financial Condition.

- 14 -


Financial assets and liabilities at fair value as of December 31, 2022

	Level 1	Level 2	Total

U.S. Treasury Notes (1)	$ 113,608,995	$ -	$ 113,608,995
Short-Term Money Market Fund*	8,916,375	-	8,916,375
Exchange-Traded Futures Contracts
Currencies	8,288	-	8,288
Energies	2,075,685	-	2,075,685
Grains	83,568	-	83,568
Interest rates	3,795,116	-	3,795,116
Livestock	(7,130)	-	(7,130)
Metals	46,161	-	46,161
Softs	(35,596)	-	(35,596)
Stock indices	(38,405)	-	(38,405)

Total exchange-traded futures contracts	5,927,687	-	5,927,687

Over-the-Counter Forward Currency Contracts	-	636,949	636,949

Total futures and forward currency contracts (2)	5,927,687	636,949	6,564,636

Total financial assets at fair value	$ 128,453,057	$ 636,949	$ 129,090,006


Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in equity trading accounts as collateral			$ 25,376,719
Investments in U.S. Treasury notes			88,232,276
Total investments in U.S. Treasury notes			$ 113,608,995

(2)
Net unrealized appreciation on open futures and forward currency contracts			$ 6,564,636
Net unrealized depreciation on open futures and forward currency contracts			-
Total net unrealized appreciation on open futures and forward currency contracts			$ 6,564,636

*The short-term money market fund is included in Cash and Cash Equivalents on the Statements of
Financial Condition.

3. Administrator agreement

The Partnership has engaged SS&C (USA) Inc. (the “Administrator”) to provide certain administrative services, including, but not limited to, maintaining the books and records of the Partnership and valuation of the ~~Partnerships~~Partnership’s net asset value.

F-17 15 -

4. PROFIT SHARE ALLOCATION

The Agreement provides the General Partner’s a profit share equal to 20% of Trading Profits, as defined, at the end of each year which is charged to the limited partners’ capital accounts. New Trading Profits includes realized and unrealized trading profits (losses), interest income, brokerage fees, trading-related expenses and administrative expenses. For limited partners’ withdrawals during the year, the profit share calculation shall be computed as though the withdrawal date was at year-end. Profit share attributable to interests redeemed during a year is tentatively credited to an account maintained for bookkeeping purposes called New Profit Memo Account. Because limited partners may purchase their partnership interests at different times, they may recognize different amounts of Trading Profits. Each limited partner pays a profit share only on Trading Profits applicable to its partnership interest. Limited partners who make multiple investments in the Partnership receive separate partnership interests for purposes of tracking the profit share. Accordingly, in any given year some limited partners may experience net gains and be charged the 20% profit share allocation for all or a portion of their interests where limited partners in the aggregate experienced net losses.

Any profit share charged is added to the General Partner’s capital account to the extent net taxable capital gains are allocated to the General Partner and the remainder, if any, of such profit share is added to the New Profit Memo Account. The General Partner may not make any withdrawal from the balance in the New Profit Memo Account. If, at the end of a subsequent year, net taxable gains are allocated to the General Partner in excess of such year’s profit share, a corresponding amount is transferred from the New Profit Memo Account to the General Partner’s capital account.

5. DUE FROM/to BROKERS

At December 31, ~~2022~~2023 and ~~2021~~2022, due from and due to brokers balances, if applicable, in the Statements of Financial Condition include net cash receivable from each broker and net cash payable to each broker, respectively. The due from ~~broker~~brokers balance also includes cash held as collateral at Bank of America, N.A for open forward currency contracts.

6. TRADING ACTIVITIES

The Partnership conducts its futures trading with various futures commission merchants (“FCMs”) on futures exchanges and its forward currency trading with various banks or dealers (“Dealers”) in the interbank markets. Substantially all assets included in the Partnership’s equity in trading accounts and certain liability accounts, as discussed below, were held as collateral by such FCMs in either U.S. regulated segregated accounts (for futures contracts traded on U.S. exchanges) or non-U.S. secured accounts (for futures contracts traded on non-U.S. exchanges) as required by U.S. Commodity Futures Trading Commission’s regulations, or held as collateral by the Dealers.

Liabilities in the Statements of Financial Condition that are components of equity in trading accounts include net unrealized depreciation on open futures and forward currency contracts, cash overdrafts denominated in foreign currencies and due to brokers, if any.

The Partnership enters into contracts with various institutions that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

F-18 16 -

7. DERIVATIVE INSTRUMENTS

The Partnership is party to derivative financial instruments in the normal course of its business. These financial instruments include futures and forward currency contracts which may be traded on an exchange or OTC.

The Partnership records its derivative activities on a mark-to-market basis as described in Note 2. For OTC contracts, the Partnership enters into master netting agreements with its counterparties. Therefore, assets represent the Partnership’s unrealized gains less unrealized losses for OTC contracts in which the Partnership has a master netting agreement. Similarly, liabilities represent net amounts owed to counterparties on OTC contracts.

Futures contracts are agreements to buy or sell an underlying asset or index for a set price in the future. Initial margin deposits are made upon entering into futures contracts and can be either in cash or treasury securities. Open futures contracts are revalued on a daily basis to reflect the market value of the contracts at the end of each trading day. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. 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 time it was closed. The Partnership bears the market risk that arises from changes in the value of these financial instruments.

Forward currency contracts entered into by the Partnership represent a firm commitment to buy or sell an underlying currency at a specified value and point in time based upon an agreed or contracted quantity. The ultimate gain or loss is equal to the difference between the value of the contract at the onset and the value of the contract at settlement date.

Each of these financial instruments is subject to various risks similar to those related to the underlying financial instruments including market risk, credit risk and sovereign risk.

Market risk is the potential change in the value of the instruments traded by the Partnership due to market changes including interest and foreign exchange rate movements and fluctuations in futures 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 financial instruments traded by the Partnership contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward currency contracts and the Partnership’s satisfaction of its obligations related to such market value changes may exceed the amount recognized in the Statements of Financial Condition.

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. Credit risk is normally reduced to the extent that an exchange or clearing organization acts as a counterparty to futures transactions since typically the collective credit of the members of the exchange is pledged to support the financial integrity of the exchange. In the case of OTC transactions, the Partnership must rely solely on the credit of the individual counterparties. The contract amounts of the forward currency and futures contracts do not represent the Partnership’s risk of loss due to counterparty nonperformance. The Partnership’s exposure to credit risk associated with counterparty nonperformance of these forward currency contracts is limited to the unrealized gains inherent in such contracts, which are recognized in the Statements of Financial Condition, plus the value of margin or collateral held in cash and U.S. Treasury Notes by the counterparty. The amount of such credit risk was $1013,~~489~~131,~~098~~141 and $810,~~359~~489,~~643~~098 at December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

F-19 17 -

The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will in fact succeed in doing so. The General Partner’s market risk control procedures include diversification of the Partnership’s portfolio and continuously monitoring the portfolio’s open positions, historical volatility and maximum historical loss. The General Partner seeks to minimize credit risk primarily by depositing and maintaining the Partnership’s assets at financial institutions and brokers which the General Partner believes to be creditworthy. The Partnership’s trading activities are primarily with brokers and other financial institutions located in North America, Europe and Asia. All futures transactions of the Partnership are cleared by major securities firms, pursuant to customer agreements, including Deutsche Bank Securities Inc. (a wholly owned subsidiary of Deutsche Bank AG), Goldman Sachs & Co. and BofA Securities, Inc., collectively the “Futures Clearing Brokers.” For all forward currency transactions, the Partnership utilizes two prime brokers, Deutsche Bank AG, and Bank of America, N.A.

The Partnership is subject to sovereign risk such as the risk of restrictions being imposed by foreign governments on the repatriation of cash and the effects of political or economic uncertainties. Net unrealized appreciation (depreciation) on futures and forward currency contracts are denominated in the Partnership’s functional currency (U.S. Dollar). Cash settlement of futures and forward currency contracts is made in the local currency (settlement currency) and then translated to U.S. Dollars.

Net unrealized appreciation (depreciation) on futures and forward currency contracts by settlement currency type, denominated in U.S. Dollars, is detailed below:

	As of December 31,
	2022			2021
	2023			2022
	Total Net			Total Net
	Unrealized			Unrealized
	Appreciation	Percent of		Appreciation	Percent of
Currency type	(Depreciation)	Total		(Depreciation)	Total
Australian dollar	$ ~~155~~(40,~~483~~906)	23.3714	%	$ ~~(70~~155,~~609)~~483	242.7737	%
Brazilian real	(314,~~051)~~922	(01.0515)		2(3,~~054~~051)	(0.7205)
British pound	~~104~~37,~~633~~316	1(2.5986)		~~(389~~104,~~866)~~633	~~136~~1.7759
Canadian dollar	~~156~~12,~~398~~393	2(0.3895)		~~184~~156,~~561~~398	~~(64~~2.~~75)~~38
Euro	3(164,~~047,469~~378)	4612.4262		~~(109~~3,~~931)~~047,469	3846.5742
Hong Kong dollar	(71,~~145~~748)	(0.~~11)~~13		(7,~~163~~145)	2(0.5111)
Japanese yen	~~277~~6,~~498~~736	4(0.2352)		~~(129~~277,~~898)~~498	454.5723
Korean won	1985,~~140~~930	0(6.2960)		1219,~~165~~140	(40.~~27)~~29
Malaysian ringgit	(~~261~~3,697)	(0.~~00)~~28		~~7,837~~(261)	(20.7500)
Norwegian krone	~~40,130~~-	~~0.61~~-		2740,~~410~~130	(90.~~62)~~61
Polish zloty	~~30,845~~-	~~0.47~~-		3730,~~847~~845	~~(13~~0.~~28)~~47
Singapore dollar	410,~~356~~014	(0.0777)		84,~~030~~356	(20.~~82)~~07
South African rand	(~~1,708~~206)	(0.~~03)~~02		(531,~~740~~708)	18(0.8503)
Swedish krona	~~29,427~~-	~~0.45~~-		~~145~~29,~~312~~427	~~(50~~0.~~98)~~45
Thai baht	20(4,~~085~~077)	0.31		~~(760)~~20,085	0.2731
U.S. dollar	2(1,~~691~~254,~~337~~805)	4196.0035		512,~~705~~691,337	~~(18~~41.~~12)~~00
Total	$ 6(1,~~564~~302,~~636~~506)	100.00	%	$ ~~(285~~6,~~046)~~564,636	100.00	%

Derivatives and Hedging (Topic 815) of the Codification requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.

F-20 18 -

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 positions and the liquidity of the markets in which it trades.

The Partnership engages in the speculative trading of futures and forward contracts on agricultural commodities, currencies, energies, interest rates, metals and stock indices. The following were the primary trading risk exposures of the Partnership at December 31, ~~2022~~2023 and ~~2021~~2022 by market sector:

Agricultural (grains, livestock and softs) — The Partnership’s primary exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions as well as supply and demand factors.

Currencies — Exchange rate risk is a principal market exposure of the Partnership. The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. The fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Partnership trades in a large number of currencies including cross-rates — for example, positions between two currencies other than the U.S. dollar.

Energies — The Partnership’s primary energy market exposure is to gas and oil price movements often resulting from political developments in the Middle East and economic conditions worldwide. Energy prices are volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Interest Rates — Interest rate movements directly affect the price of the sovereign bond futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in countries or regions including Australia, Canada, Japan, Switzerland, the United Kingdom, the U.S. and the Eurozone. However, the Partnership also may take positions in futures contracts on the government debt of other nations. The General Partner anticipates that interest rates in these industrialized countries, both long-term and short-term, will remain the primary interest rate market exposure of the Partnership for the foreseeable future.

Metals — The Partnership’s metals market exposure is to fluctuations in the price of aluminum, copper, gold, lead, nickel, palladium, platinum, silver, tin and zinc.

Stock Indices — The Partnership’s equity exposure, through stock index futures, is to equity price risk in the major industrialized countries as well as other countries.

Derivatives and Hedging (Topic 815) of the Codification requires entities to recognize in the Statements of Financial Condition all derivative contracts as assets or liabilities. Fair values of futures and forward currency contracts in a net asset position are recorded in the Statements of Financial Condition as “Net unrealized appreciation on open futures and forward currency contracts.” Fair value of futures and forward currency contracts in a net liability position are recorded in the Statements of Financial Condition as “Net unrealized depreciation on open futures and forward currency contracts.”

Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of the Codification. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Partnership’s trading gains and losses in the Statements of Operations.

F-21 19 -

The following tables present the fair value of open futures and forward currency contracts, held long or sold short, at December 31, ~~2022~~2023 and ~~2021~~2022. Fair value, below, is presented on a gross basis even though the contracts are subject to master netting agreements and qualify for net presentation in the Statements of Financial Condition.


Fair Value of Futures and Forward Currency Contracts at December 31, 2023

					Net Unrealized
	Fair Value - Long Positions		Fair Value - Short Positions		Gain (Loss) on
Sector	Gains	Losses	Gains	Losses	Open Positions

Futures contracts:
Currencies	$ 7,834	$ (11,356)	$ 3,423	$ (54,544)	$ (54,643)
Energies	-	(549,399)	70,388	(378,486)	(857,497)
Grains	-	-	166,943	(79,688)	87,255
Interest rates	721,545	(74,917)	88,076	(1,109,705)	(375,001)
Livestock	-	(3,510)	1,450	-	(2,060)
Metals	619,825	(68,469)	65,724	(643,055)	(25,975)
Softs	-	(12,450)	171,791	(6,069)

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