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EX-32.02 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - SAGE FUND LPex32-02.htm
EX-31.02 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - SAGE FUND LPex31-02.htm
EX-32.01 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - SAGE FUND LPex32-01.htm
EX-31.01 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - SAGE FUND LPex31-01.htm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2014

 

Commission file number: 000-53639

 

SAGE FUND LIMITED PARTNERSHIP

 

Organized in MarylandIRS Employer Identification No.: 52-1937296

 

c/o Steben & Company, Inc.

9711 Washingtonian Blvd., Suite 400

Gaithersburg, Maryland 20878 (240) 631-7600

 

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

Yes     No 

 

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

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller Reporting Company

 

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

Yes     No 

 

 
 

 

Part I: Financial Information

Item 1. Financial Statements

 

Sage Fund Limited Partnership

Statements of Financial Condition

March 31, 2014 (Unaudited) and December 31, 2013 (Audited)

 

   March 31,
2014
   December 31,
2013
 
Assets          
Equity in broker trading accounts          
Cash  $151,811   $5,699,436 
Net unrealized gain (loss) on open futures contracts   (32,184)   781,186 
Interest receivable       451 
Total equity in broker trading accounts   119,627    6,481,073 
Cash and cash equivalents   6,168,337    1,261,775 
Investments in securities, at fair value       8,708,110 
Certificates of deposit, at fair value       251,065 
General Partner 1% allocation receivable   8,325    15,553 
Total assets  $6,296,289   $16,717,576 
           
Liabilities and Partners’ Capital (Net Asset Value)          
Liabilities          
Trading Advisor management fee payable  $   $10,503 
Commissions and other trading fees payable on open contracts       4,743 
Cash Manager fees payable   2,261    3,208 
General Partner management fee payable       15,279 
Selling Agent fees payable - General Partner       41,670 
Administrative expenses payable - General Partner       10,445 
Redemptions payable   6,160,430    474,305 
Total liabilities   6,162,691    560,153 
Partners’ Capital (Net Asset Value)          
Class A Interests – 93.1177 units and 10,684.3514 units outstanding at March 31, 2014 and December 31, 2013, respectively   133,598    16,157,423 
Total liabilities and partners’ capital (net asset value)  $6,296,289   $16,717,576 

 

The accompanying notes are an integral part of these financial statements.

 

1
 

 

Sage Fund Limited Partnership

Condensed Schedule of Investments

March 31, 2014

(Unaudited)

 

    Description  Fair Value   % of Partners’ Capital (Net Asset Value) 
OPEN FUTURES CONTRACTS           
  Long U.S. Futures Contracts           
    Metals          
    Aluminium LME (13 contracts, Apr 2014)  $(2,356)   (1.77)%
    Copper LME (3 contracts, Apr 2014)   (46,500)   (34.81)%
    Lead LME (8 contracts, Apr 2014)   (38,088)   (28.51)%
    Nickle LME (3 contracts, Apr 2014)   29,124    21.80%
    Tin LME (2 contracts, Apr 2014)   (420)   (0.31)%
    Zinc LME (12 contracts, Apr 2014)   (33,325)   (24.94)%
               
  Net unrealized loss on open long U.S. futures contracts    (91,565)   (68.54)%
               
  Short U.S. Futures Contracts           
    Metals          
    Aluminium LME (13 contracts, Apr 2014)   18,950    14.18%
    Copper LME (3 contracts, Apr 2014)   45,300    33.91%
    Lead LME (8 contracts, Apr 2014)   19,713    14.76%
    Nickle LME (3 contracts, Apr 2014)   (39,140)   (29.30)%
    Tin LME (2 contracts, Apr 2014)   (11,355)   (8.50)%
    Zinc LME (12 contracts, Apr 2014)   25,913    19.40%
  Net unrealized gain on open short U.S. futures contracts    59,381    44.45%
               
  Total U.S. futures contracts - net unrealized loss on open U.S. futures contracts    (32,184)   (24.09)%
               
  Net unrealized loss on open futures contracts   $(32,184)   (24.09)%

 

The accompanying notes are an integral part of these financial statements.

 

2
 

 

Sage Fund Limited Partnership

Condensed Schedule of Investments

December 31, 2013

(Audited)

 

           Description   Fair Value   % of Partners’ Capital (Net Asset Value) 
INVESTMENTS IN SECURITIES            
  U.S. Treasury Securities                   
    Face Value   Maturity Date  Name   Yield1           
    $250,000   2/28/14  U.S. Treasury Notes   1.88%  $252,297    1.56%
     400,000   5/15/14  U.S. Treasury Notes   1.00%   401,847    2.49%
     450,000   5/31/14  U.S. Treasury Notes   0.25%   450,363    2.79%
     200,000   6/30/14  U.S. Treasury Notes   2.63%   202,499    1.25%
     200,000   7/15/14  U.S. Treasury Notes   0.63%   201,132    1.24%
     500,000   7/31/14  U.S. Treasury Notes   2.63%   512,758    3.18%
     250,000   8/31/14  U.S. Treasury Notes   2.38%   255,699    1.58%
     300,000   9/15/14  U.S. Treasury Notes   0.25%   300,481    1.86%
     250,000   10/15/14  U.S. Treasury Notes   0.50%   250,971    1.55%
     75,000   11/30/14  U.S. Treasury Notes   2.13%   76,468    0.47%
     425,000   12/15/14  U.S. Treasury Notes   0.25%   425,398    2.63%
     500,000   4/30/15  U.S. Treasury Notes   0.13%   499,521    3.10%
    Total U.S. Treasury securities (cost: $3,850,273)           3,829,434     23.70 %
                            
  U.S. Commercial Paper                   
    Face Value   Maturity Date  Name   Yield1           
    Automotive                      
    $200,000   2/10/14  BMW US Capital, LLC   0.11%   199,976    1.23%
    Banks                      
     150,000   1/16/14  Bank of Tokyo-Mitsubishi UFJ, Ltd.   0.16%   149,990    0.93%
     150,000   1/6/14  HSBC USA Inc.   0.14%   149,997    0.93%
    Diversified Financial Services                   
     100,000   2/20/14  ING (U.S.) Funding LLC   0.18%   99,975    0.62%
    Non-profit                      
     150,000   1/13/14  Catholic Health Initiatives   0.12%   149,994    0.93%
    Total U.S. commercial paper (cost: $749,841)           749,932     4.64 %
                            
  Foreign Commercial Paper                   
    Face Value   Maturity Date  Name   Yield1           
    Banks                      
    $200,000   2/7/14  Oversea-Chinese Banking Corporation Ltd   0.15%   199,969    1.24%
    Total foreign commercial paper (cost: $199,945)           199,969     1.24 %
    Total commercial paper (cost: $949,786)        949,901     5.88 %
                            
  U.S. Corporate Notes                   
    Face Value   Maturity Date  Name   Yield1           
    Automotive                      
    $250,000   7/31/15  Daimler Finance North America LLC   1.30%   253,246    1.57%
     250,000   6/5/14  PACCAR Financial Corp.   0.49%   250,351    1.55%
    Banks                      
     100,000   4/1/15  Bank of America   4.50%   105,714    0.65%
     100,000   3/22/16  Bank of America   1.07%   100,837    0.62%
     11,000   4/1/14  Citigroup Inc.   1.18%   11,033    0.07%

 

The accompanying notes are an integral part of these financial statements.

 

3
 

 

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2013

(Audited)

 

            Description   Fair Value   % of Partners’ Capital (Net Asset Value) 
  U.S. Corporate Notes (continued)                        
    Face Value   Maturity Date  Name   Yield1           
    Banks (continued)                  
    $ 250,000   4/1/16  Citigroup Inc.   1.30%  $251,643    1.56%
      100,000   7/22/15  Goldman Sachs   0.64%   99,811    0.62%
      275,000   2/26/16  JPMorgan Chase & Co.   0.86%   276,195    1.71%
      300,000   10/15/15  Morgan Stanley   0.72%   300,278    1.85%
    Biotechnology                      
      225,000   12/1/14  Gilead Sciences, Inc.   2.40%   229,325    1.42%
    Computers                      
      275,000   5/30/14  Hewlett-Packard Company   0.64%   274,806    1.70%
      50,000   9/19/14  Hewlett-Packard Company   1.79%   50,448    0.31%
    Diversified Financial Services                     
      100,000   1/8/16  General Electric Capital Corporation   0.44%   99,792    0.62%
    Energy                      
      150,000   6/30/14  Arizona Public Service Company   5.80%   153,687    0.95%
    Food                      
      200,000   10/17/16  The Kroger Co.   0.80%   199,990    1.24%
    Insurance                      
      375,000   3/20/15  American International Group, Inc.   3.00%   388,724    2.41%
    Manufacturing                      
      225,000   10/9/15  General Electric Company   0.85%   226,585    1.40%
    Media                      
      100,000   4/15/16  NBC Universal Media, LLC   0.78%   100,221    0.62%
    Telecommunications                     
      225,000   2/13/15  AT&T Inc.   0.88%   227,377    1.41%
    Total U.S. corporate notes (cost: $3,602,786)         3,600,063     22.28 %
                             
  Foreign Corporate Notes                     
  Face Value   Maturity Date  Name   Yield1           
    Banks                      
    $ 275,000   4/14/14  Danske Bank A/S   1.29%   276,106    1.71%
    Energy                      
      50,000   10/1/15  BP Capital Markets PLC   3.13%   52,606    0.33%
    Total foreign corporate notes (cost: $328,112)         328,712     2.04 %
    Total corporate notes (cost: $3,930,898)         3,928,775     24.32 %
                             
    Total investments in securities (cost: $8,730,957)        $8,708,110     53.90 %
                             
CERTIFICATES OF DEPOSIT                   
  U.S. Certificates of Deposit                   
  Face Value   Maturity Date  Name   Yield1           
    Banks                      
    $ 250,000   5/30/14  UBS AG (NY)   0.52%  $251,065    1.55%
    Total U.S. certificates of deposit (cost: $250,000)        $251,065     1.55 %

 

The accompanying notes are an integral part of these financial statements.

 

4
 

 

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2013

(Audited)

 

    Description  Fair Value   % of Partners’ Capital (Net Asset Value) 
OPEN FUTURES CONTRACTS          
  Long U.S. Futures Contracts          
    Agricultural commodities  $7,398    0.06%
    Currencies   20,073    0.12%
    Energy   10,311    0.06%
    Equity indices   90,436    0.56%
    Interest rate instruments   (28,750)   (0.18)%
    Metals   141,035    0.87%
  Net unrealized gain on open long U.S. futures contracts   240,503    1.49%
               
               
  Short U.S. Futures Contracts          
    Agricultural commodities2   478,860    2.96%
    Currencies   45,522    0.28%
    Energy   (13,015)   (0.08)%
    Interest rate instruments   50,125    0.31%
    Metals          
    Zinc LME (64 contracts, Jan-Apr 2014)   (212,075)   (1.31)%
    Copper LME (26 contracts, Jan-Mar 2014)   (163,688)   (1.01)%
    Other   (31,677)   (0.20)%
  Net unrealized gain on open short U.S. futures contracts   154,052    0.95%
               
  Total U.S. futures contracts - net unrealized gain on open U.S. futures contracts   394,555    2.44%
               
  Long Foreign Futures Contracts          
    Agricultural commodities   (7,593)   (0.04)%
    Currencies2   237,842    1.47%
    Energy   26,065    0.16%
    Equity indices   72,842    0.45%
    Interest rate instruments   (42,193)   (0.26)%
  Net unrealized gain on open long foreign futures contracts   286,963    1.78%

 

The accompanying notes are an integral part of these financial statements.

 

5
 

 

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2013

(Audited)

 

    Description  Fair Value   % of Partners’ Capital (Net Asset Value) 
  Short Foreign Futures Contracts          
    Agricultural commodities  $42,470    0.26%
    Currencies   26,787    0.17%
    Equity indices   (75,973)   (0.47)%
    Interest rate instruments   107,756    0.67%
    Metals   (1,372)   (0.01)%
  Net unrealized gain on open short foreign futures contracts   99,668    0.62%
               
  Total foreign futures contracts - net unrealized gain on open foreign futures contracts   386,631    2.40%
               
  Net unrealized gain on open futures contracts  $781,186    4.84%

 

1 Represents the annualized yield at date of purchase for discount securities, the stated coupon rate for coupon-bearing securities, or the stated interest rate for certificates of deposit.

 

2 No individual futures or forward currency contract position constituted one percent or greater of partners’ capital (net asset value). Accordingly, the number of contracts and expiration dates are not presented.

 

The accompanying notes are an integral part of these financial statements.

 

6
 

 

Sage Fund Limited Partnership

Statements of Operations

For the Three Months Ended March 31, 2014 and 2013

(Unaudited)

 

   Three Months Ended March 31, 
   2014   2013 
Gain (Loss) from Futures Trading          
Net realized gain  $72,539   $1,058,298 
Net change in unrealized loss   (813,370)   (207,327)
Brokerage commissions and trading expenses   (1,060)   (25,588)
Net gain (loss) from futures trading   (741,891)   825,383 
           
Net Investment Loss          
Income          
Interest income   17,977    58,480 
Net realized and change in unrealized loss on securities and certificates of deposit   (5,893)   (28,385)
Total income   12,084    30,095 
Expenses          
Trading Advisor management fee   4,703    54,154 
Cash Manager fees   2,300    5,560 
Selling Agent fees   65,239    214,688 
Administrative expenses – General Partner   223,603    264,551 
General Partner management fee   14,097    78,719 
General Partner 1% allocation   (8,325)   4,498 
Total expenses   301,617    622,170 
Administrative expenses waived   (207,253)   (210,764)
Net total expenses   94,364    411,406 
Net investment loss   (82,280)   (381,311)
Net Income (Loss)  $(824,171)  $444,072 

 

   Three Months Ended March 31, 
   2014   2013 
Increase (decrease) in net asset value per Unit  $(77.51)  $22.10 
           
Net income (loss) per Unit  $(145.64)  $26.61 
(based on weighted average number of units outstanding during the period)          
           
Weighted average number of Units outstanding   5,658.9930    16,685.5162 

 

The accompanying notes are an integral part of these financial statements.

 

7
 

 

Sage Fund Limited Partnership

Statements of Cash Flows

For the Three Months Ended March 31, 2014 and 2013

(Unaudited)

 

   Three Months Ended March 31, 
   2014   2013 
Cash flows from operating activities          
Net income (loss)  $(824,171)  $444,072 
Adjustments to reconcile net income (loss) to net cash provided by operating activities          
Net change in unrealized loss from futures trading   813,370    207,327 
Purchases of securities and certificates of deposit   (27,155,495)   (9,337,399)
Proceeds from disposition of securities and certificates of deposit   36,108,777    11,855,334 
Net realized and change in unrealized loss on securities and certificates of deposit   5,893    28,385 
Changes in          
Interest receivable   451    (832)
General Partner 1% allocation receivable/payable   7,228    56,849 
Trading Advisor management fee payable   (10,503)   (1,488)
Commissions and other trading fees payable on open contracts   (4,743)   (2,373)
Cash Manager fees payable   (947)   (1,708)
General Partner management fee payable   (15,279)   (2,780)
Selling Agent fees payable – General Partner   (41,670)   (7,581)
Administrative expenses payable – General Partner   (10,445)   (1,897)
Net cash provided by operating activities   8,872,466    3,235,909 
           
Cash flows from financing activities          
Redemptions   (9,513,529)   (3,472,272)
Net cash used in financing activities   (9,513,529)   (3,472,272)
           
Net decrease in cash and cash equivalents   (641,063)   (236,363)
Cash and cash equivalents, beginning of period   6,961,211    10,871,587 
Cash and cash equivalents, end of period  $6,320,148   $10,635,224 
           
End of period cash and cash equivalents consists of          
Cash in broker trading accounts  $151,811   $8,758,673 
Cash and cash equivalents   6,168,337    1,876,551 
Total end of period cash and cash equivalents  $6,320,148   $10,635,224 
           
Supplemental disclosure of cash flow information          
Prior period redemptions paid  $474,305   $753,660 
           
Supplemental schedule of non-cash financing activities          
Redemptions payable  $6,160,430   $936,521 

 

The accompanying notes are an integral part of these financial statements.

 

8
 

 

Sage Fund Limited Partnership

Statements of Changes in Partners’ Capital (Net Asset Value)

For the Three Months Ended March 31, 2014 and 2013

(Unaudited)

 

   Units   Amount 
Three Months Ended March 31, 2014          
Balance at December 31, 2013   10,684.3514   $16,157,423 
Net loss        (824,171)
Redemptions   (10,591.2337)   (15,199,654)
Balance at March 31, 2014   93.1177   $133,598 
           
Three Months Ended March 31, 2013          
Balance at December 31, 2012   17,855.8705   $29,227,525 
Net income        444,072 
Redemptions   (2,172.7973)   (3,655,133)
Balance at March 31, 2013   15,683.0732   $26,016,464 

 

   Net Asset
Value Per Unit
 
      
March 31, 2014  $1,434.74 
December 31, 2013  $1,512.25 
March 31, 2013  $1,658.89 
December 31, 2012  $1,636.79 

 

The accompanying notes are an integral part of these financial statements.

 

9
 

 

Sage Fund Limited Partnership

Notes to Financial Statements

(Unaudited)

 

1.Organization and Summary of Significant Accounting Policies

 

Description of the Fund

 

Sage Fund Limited Partnership (“Fund”) is a Maryland limited partnership, which operated as a commodity investment pool. The Fund commenced operations on August 2, 1995 and ceased trading activity during March 2014. The Fund issued Class A units of limited partner interests (“Units”), which represent units of fractional undivided beneficial interest in and ownership of the Fund. The Fund returned all capital to its investors by April 30, 2014, and will dissolve as soon as practical after May 1, 2014.

 

The Second Amended and Restated Limited Partnership Agreement (“Partnership Agreement”) provides that if the Fund’s net asset value per Unit declines to 50% or less of the highest net asset value per Unit at the start of any fiscal year, the Fund will suspend trading and liquidate its securities and commodity interest positions. On January 13, 2014, the estimated net asset value per Unit fell below the 50% threshold and trading was suspended on January 14, 2014. All positions were either liquidated or covered at that time. Limited partners were notified of the trading suspension and were given the opportunity to redeem from the fund. Because there remained only limited interest in continuing the investment, the General Partner decided to not resume trading, but to dissolve the partnership and return all capital to the remaining partners.

 

Prior to the cessation of trading, the Fund used a commodity trading advisor to engage in the speculative trading of futures contracts and other financial instruments traded in the United States (“U.S.”) and internationally.

 

The Fund is a registrant with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the U.S. Securities Exchange Act of 1934, as amended (“1934 Act”). As a registrant, the Fund is subject to the regulations of the SEC and the disclosure requirements of the 1934 Act. As a commodity pool, the Fund is subject to the regulations of the U.S. Commodity Futures Trading Commission (“CFTC”), an agency of the U.S. Government, which regulates most aspects of the commodity futures industry; rules of the National Futures Association (“NFA”), an industry self-regulatory organization; rules of Financial Industry Regulatory Authority (“FINRA”), an industry self-regulatory organization; and the requirements of commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of its futures broker.

 

Steben & Company, Inc. (“General Partner”), is the general partner of the Fund and a Maryland corporation registered with the CFTC as a commodity pool operator and a commodities introducing broker, and is also registered with the SEC as a registered investment advisor and a broker dealer. The General Partner is a member of the NFA and FINRA. The General Partner manages all aspects of the Fund’s business and serves as one of the Fund’s selling agents.

 

Significant Accounting Policies

 

Accounting Principles

The Fund’s financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).

 

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Revenue Recognition

Futures contracts, investments in securities and certificates of deposit are recorded on a trade date basis, and gains or losses are realized when contracts/positions are liquidated. Realized gains and losses on investments in securities and certificates of deposit are determined on a specific identification basis and are included in net realized and change in unrealized gain (loss) in the statements of operations. Unrealized gains and losses on open contracts (the difference between contract trade price and fair value) are reported in the statements of financial condition as net unrealized gain or loss, as there exists a right of offset of any unrealized gains or losses. The difference between cost and the fair value of open investments in securities and certificates of deposit is reflected as unrealized gain or loss on investments in securities and certificates of deposit. Any change in net unrealized gain or loss from the preceding period is reported in the statements of operations. Interest income earned on investments in securities, certificates of deposit and other cash and cash equivalent balances is recorded on an accrual basis.

 

10
 

 

Fair Value of Financial Instruments

Financial instruments are recorded at fair value, the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities recorded at fair value are classified within a fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. This fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The levels of the fair value hierarchy are described below:

 

§     Level 1 –Fair value is based on unadjusted quoted prices for identical instruments in active markets. Financial instruments using Level 1 inputs include futures contracts.
   
§     Level 2 –Fair value is based on quoted prices for similar instruments in active markets and inputs other than quoted prices that are observable for the financial instrument, such as interest rates and yield curves that are observable at commonly quoted intervals using a market approach. Financial instruments using Level 2 inputs included certificates of deposit, commercial papers and corporate notes. There were no Level 2 financial instruments at March 31, 2014.
   
§     Level 3 –Fair value is based on valuation techniques in which one or more significant inputs are unobservable. The Fund had no financial instruments valued using Level 3 inputs.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

 

The Fund assesses the classification of the instruments at each measurement date, and any transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Fund’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. For the periods ended March 31, 2014 and December 31, 2013, there were no such transfers between levels.

 

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows.

 

The investments in futures contracts, all of which are exchange-traded, are valued using quoted prices for identical assets and are classified within Level 1.

 

Cash and Cash Equivalents

Cash and cash equivalents may include cash, money market accounts and short-term investments with maturities of three months or less at the date of acquisition and that are not held for sale in the normal course of business. The Fund maintained deposits with a financial institution in amounts that are in excess of federally insured limits; however, the Fund does not believe it is exposed to any significant credit risk.

 

Brokerage Commissions and Trading Expenses

Brokerage commissions and trading expenses include brokerage and other trading fees, and are charged to expense when contracts are opened and closed.

 

Redemptions Payable

Redemptions payable represent redemptions that meet the requirements of the Fund and have been approved by the General Partner prior to period-end. These redemptions have been recorded using the period-end net asset value per Unit.

 

Income Taxes

The Fund prepares calendar year U.S. and applicable state and local tax returns. The Fund is not subject to federal income taxes as each partner is individually liable for his or her allocable share of the Fund’s income, expenses and trading gains or losses. The Fund evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and asset or liability in the current year. Management has determined there are no material uncertain income tax positions through March 31, 2014. With few exceptions, the Fund is no longer subject to U.S. or state and local income tax examinations by tax authorities for years before 2010.

 

11
 

 

Foreign Currency Transactions

The Fund has certain investments denominated in foreign currencies. The purchase and sale of investments, and income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of investments held. Such fluctuations are included with the net realized and change in unrealized gain or loss on such investments in the statements of operations.

 

Reclassification

Certain reclassifications may have been made in the 2013 financial statements and notes to conform to the 2014 presentation, without affecting previously reported partners’ capital (net asset value).

 

2.Fair Value Disclosures

 

The Fund’s assets and liabilities, measured at fair value on a recurring basis, are summarized in the following tables by the type of inputs applicable to the fair value measurements:

 

At March 31, 2014            
   Level 1   Level 2   Total 
Equity in broker trading accounts:            
Net unrealized loss on open futures contracts*  $(32,184)  $   $(32,184)
Total  $(32,184)  $   $(32,184)

*See the condensed schedule of investments for further description.

 

At December 31, 2013            
   Level 1   Level 2   Total 
Equity in broker trading accounts:               
Net unrealized gain on open futures contracts*  $781,186   $   $781,186 
Cash and cash equivalents:               
Money market fund   297,950        297,950 
Investments in securities:               
U.S. Treasury securities*   3,829,434        3,829,434 
Commercial paper*       949,901    949,901 
Corporate notes*       3,928,775    3,928,775 
Certificates of deposit*       251,065    251,065 
Total  $4,908,570   $5,129,741   $10,038,311 

*See the condensed schedule of investments for further description.

 

There were no Level 3 holdings at March 31, 2014 or December 31, 2013, or during the periods then ended.

 

In addition to the financial instruments listed above, substantially all of the Fund’s other assets and liabilities are considered financial instruments and are reflected at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instruments.

 

3.Derivative Instruments Disclosures

 

The Fund’s derivative contracts are comprised of future contracts, none of which are designated as hedging instruments. At March 31, 2014, the Fund’s derivative contracts had the following impact on the statements of financial condition:

 

   Derivative Assets and Liabilities, at fair value 
Statements of Financial Condition Location  Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Statements of
Financial
Condition
   Net Amount of
Assets Presented
in the Statements
of Financial
Condition
 
Equity in broker trading accounts               
Net unrealized loss on open futures contracts               
Metals  $139,189   $(171,373)  $(32,184)
Net unrealized loss on open futures contracts  $139,189   $(171,373)  $(32,184)

 

12
 

 

At March 31, 2014, there were 82 open futures contracts. For the three months ended March 31, 2014, the Fund’s derivative contracts had the following impact on the statements of operations:

 

   Three Months Ended
March 31, 2014
 
Types of Exposure  Net realized
gain
   Net change in
unrealized loss
 
Futures contracts          
Agricultural commodities  $739,037   $(521,135)
Currencies   142,991    (330,224)
Energy   (247,004)   (23,361)
Equity indices   67,065    (87,305)
Interest rate instruments   (211,062)   (86,938)
Metals   (409,800)   235,593 
Total futures contracts  $81,227   $(813,370)

 

For the three months ended March 31, 2014, the number of futures contracts closed was 2,348.

 

The Fund’s financial assets, derivative assets, and cash collateral held by counterparties at March 31, 2014 were:

 

       Gross Amounts Not Offset in the Statements of Financial Condition     
Counterparty  Net Amount of
Assets in the
Statements of
Financial Condition
   Financial
Instruments
   Cash Collateral
Received
   Net
Amount
 
                 
Newedge USA, LLC  $(32,184)  $   $   $(32,184)
Total  $(32,184)  $   $   $(32,184)

 

At December 31, 2013, the Fund’s derivative contracts had the following impact on the statements of financial condition:

 

   Derivative Assets and Liabilities, at fair value 
Statements of Financial Condition Location  Gross
Amounts of
Recognized
Assets
   Gross Amounts
Offset in the
Statements of
Financial
Condition
   Net Amount of
Assets Presented
in the Statements
of Financial
Condition
 
Equity in broker trading accounts               
Net unrealized gain on open futures contracts               
Agricultural commodities  $627,317   $(106,182)  $521,135 
Currencies   341,815    (11,591)   330,224 
Energy   79,039    (55,678)   23,361 
Equity indices   163,535    (76,230)   87,305 
Interest rate instruments   199,345    (112,407)   86,938 
Metals   471,763    (739,540)   (267,777)
Net unrealized gain (loss) on open futures contracts  $1,882,814   $(1,101,628)  $781,186 

 

At December 31, 2013, there were 2,319 open futures contracts. For the three months ended March 31, 2013, the Fund’s derivative contracts had the following impact on the statements of operations:

 

13
 

 

   Three Months Ended
March 31, 2013
 
Types of Exposure  Net realized
gain
   Net change in
unrealized loss
 
Futures contracts          
Agricultural commodities  $(160,925)  $313,712 
Currencies   1,720,532    (300,299)
Energy   (874,748)   36,556 
Equity indices   1,183,992    (318,610)
Interest rate instruments   (495,691)   (16,992)
Metals   (319,638)   78,306 
Total futures contracts  $1,053,522   $(207,327)

 

For the three months ended March 31, 2013, the number of futures contracts closed was 6,734.

 

The Fund’s financial assets, derivative assets, and cash collateral held by counterparties at December 31, 2013 were:

 

       Gross Amounts Not Offset in the Statements of Financial Condition     
Counterparty  Net Amount of
Assets in the
Statements of
Financial Condition
   Financial
Instruments
   Cash Collateral
Received
   Net
Amount
 
                 
Newedge USA, LLC  $781,186   $   $   $781,186 
Total  $781,186   $   $   $781,186 

 

4.General Partner

 

At March 31, 2014 and December 31, 2013, and for the periods then ended, the General Partner did not maintain a capital balance in the Fund.

 

The General Partner earned the following compensation:

 

§General Partner management fee – the Fund incurred a monthly fee equal to 1/12th of 1.1% of the Fund’s month-end net asset value, payable in arrears. The General Partner did not charge a management fee during February and March 2014.
   
§Selling Agent fees – the Fund incurred a monthly fee equal to 1/12th of 3% of the Fund’s month-end net asset value, payable in arrears. The General Partner, in turn, pays selling agent fees to the respective selling agents. If selling agent fees are not paid to the selling agents, or if the General Partner was the selling agent, such portions of the selling agent fees are retained by the General Partner. No Selling Agent fees were incurred in March 2014.

 

Pursuant to the terms of the Partnership Agreement, each year the General Partner receives from the Fund 1% of any net income earned by the Fund. Conversely, the General Partner pays to the Fund 1% of any net loss incurred by the Fund. Such amounts are reflected as General Partner 1% allocation receivable or payable in the statements of financial condition and as General Partner 1% allocation in the statements of operations.

 

5.Trading Advisor and Cash Managers

 

Effective February 28, 2014, the General Partner terminated the advisory agreement with the Trading Advisor. No penalties have been incurred by any of the parties as a result of the termination of the advisory agreement. Prior to its termination, the agreement with the Trading Advisor, provided for a management fee, payable monthly to the Trading Advisor in arrears, equal to 1/12th of 0.75% of allocated net assets (as defined in the advisory agreement) and an incentive fee, payable quarterly in arrears, equal to 25% of net new trading profits (as defined in the advisory agreement).

 

14
 

 

Prior to March 31, 2014, the Fund had engaged J.P. Morgan Investment Management, Inc. and Principal Global Investors, LLC (collectively, the “Cash Managers”) to provide cash management services to the Fund. The Fund incurred monthly fees, payable in arrears to the Cash Managers, equal to approximately 1/12th of 0.13% of the investments in securities and certificates of deposit.

 

6.Deposits with Brokers

 

To meet margin requirements, the Fund deposited funds with its futures broker, subject to CFTC regulations and various exchange and broker requirements. The Fund earned interest income on its assets deposited with the broker. At March 31, 2014 and December 31, 2013, the Fund had margin requirements of $32,184 and $2,987,224, respectively.

 

7.Administrative Expenses

 

The Fund reimburses the General Partner for actual monthly administrative expenses paid to various third-party service providers, including the General Partner, up to 1/12th of 0.75% of the Fund’s month-end net asset value, payable in arrears. Administrative expenses include accounting, audit, legal, salary and administrative costs incurred by the General Partner relating to marketing and administration of the Fund; such as, salaries and commissions of General Partner marketing personnel, administrative employee salaries and related costs. Pursuant to the terms of the Partnership Agreement, administrative expenses that exceed 1% of the average month-end net asset value are the responsibility of the General Partner.

 

For the three months ended March 31, 2014 and 2013, actual administrative expenses exceeded the 1% administrative expense limitation of average month-end net asset value of the Fund by $196,558 and $192,835, respectively. Such amounts were included in administrative expenses waived in the statements of operations.

 

Additionally, during the three months ended March 31, 2014 and 2013, the General Partner voluntarily waived $10,695 and $17,929, respectively, of administrative expenses of the Fund. Such amounts were included in administrative expenses waived in the statements of operations.

 

At March 31, 2014 and December 31, 2013, $0 and $10,445, respectively, were payable to the General Partner for expenses incurred on behalf of the fund and not waived by the General Partner. Such amounts are presented as administrative expenses payable – General Partner in the statements of financial condition.

 

8.Subscriptions, Distributions and Redemptions

 

All investors were redeemed prior to April 20, 2014.

 

9.Trading Activities and Related Risks

 

In January 2014, the Fund ceased the trading of futures contracts, and in March 2014, the Fund ceased trading in fixed income instruments.

 

Through its investments in debt securities and certificates of deposit, the Fund has exposure to U.S. and foreign enterprises. At March 31, 2014, there were no investments in debt securities and certificates of deposits in either U.S. or foreign enterprises. The following table presents the exposure at December 31, 2013:

 

                            % of 
                            Partners’ 
   U.S.                       Capital 
   Treasury   Commercial   Corporate   Certificates        (Net Asset 
Country or Region  Securities   Paper   Notes   of Deposit   Total   Value) 
United States  $3,829,434   $749,932   $3,600,063   $251,065   $8,430,494    52.17%
Denmark           276,106        276,106    1.71%
Singapore       199,969            199,969    1.24%
Great Britain           52,606        52,606    0.33%
Total  $3,829,434   $949,901   $3,928,775   $251,065   $8,959,175    55.45%

 

15
 

 

10.Indemnifications

 

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, and which provide general indemnifications. The Fund’s maximum exposure under these arrangements cannot be estimated. However, the Fund believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for such indemnifications.

 

11.Interim Financial Statements

 

The statements of financial condition, including the condensed schedule of investments, at March 31, 2014, the statements of operations for the three months ended March 31, 2014 and 2013, the statements of cash flows and changes in partners’ capital (net asset value) for the three months ended March 31, 2014 and 2013, and the accompanying notes to the financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations. In the opinion of management, such financial statements and accompanying disclosures reflect all adjustments, which were of a normal and recurring nature, necessary to present fairly the financial position at March 31, 2014, results of operations for the three months ended March 31, 2014 and 2013, and cash flows and changes in partners’ capital (net asset value) for the three months ended March 31, 2014 and 2013. The results of operations for the three months ended March 31, 2014 and 2013 are not necessarily indicative of the results to be expected for the full year or any other period. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Fund’s Form 10-K as filed with the SEC.

 

12.Financial Highlights

 

The following information presents per unit operating performance data and other financial ratios for the three months ended March 31, 2014 and 2013, assuming the unit was outstanding throughout the entire period:

 

   2014   2013 
Per Unit Operating Performance          
Net asset value per Unit at beginning of period  $1,512.25   $1,636.79 
Gain (Loss) from operations          
Gain (loss) from trading(1)   (62.97)   44.95 
Net investment loss(1)   (14.54)   (22.85)
Total gain (loss) from operations   (77.51)   22.10 
           
Net asset value per Unit at end of period  $1,434.74   $1,658.89 
           
Total return (5)   (5.13)%   1.35%
           
Other Financial Ratios          
Ratios to average net asset value          
Expenses prior to General Partner 1% allocation (2) (3) (4)   4.93%   5.85%
General Partner 1% allocation (5)   (0.10)%   0.02%
Total expenses   4.83%   5.87%
           
Net investment loss (2) (3) (4) (6)   (4.35)%   (5.42)%

 

Total returns are calculated based on the change in value of a Unit during the period. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of subscriptions and redemptions.

 

(1) The net investment loss per Unit is calculated by dividing the net investment loss by the average number of Units outstanding during the period. Gain (loss) from trading is a balancing amount necessary to reconcile the change in net asset value per Unit with the other per Unit information. Such balancing amount may differ from the calculation of gain (loss) from trading per Unit due to the timing of trading gains and losses during the period relative to the number of Units outstanding.

 

(2) All of the ratios under Other Financial Ratios for Units are computed net of voluntary and involuntary waivers of administrative expenses. For the three months ended March 31, 2014 and 2013, the ratios are net of 9.95% and 3.03%, respectively, of average net asset value relating to the waivers of administrative expenses. Both the nature and the amounts of the waivers are more fully explained in Note 7.

 

(3) The net investment loss includes interest income and excludes net realized and net change in unrealized gain (loss) from trading activities as shown in the statements of operations. The total amount is then reduced by all expenses, excluding brokerage commissions, which are included in net loss from trading in the statements of operations. The resulting amount is divided by the average net asset value for the period.

 

16
 

 

(4) Ratios have been annualized.

 

(5) Ratios have not been annualized.

 

(6) Ratio excludes General Partner 1% allocation.

 

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

 

Closing of the Fund

 

During the first quarter, the Fund closed and began the process of redeeming all of its remaining investors. The Partnership Agreement provides that if the Fund’s net asset value per Unit declines to 50% or less of the highest net asset value per Unit at the start of any fiscal year, the Fund will suspend trading and liquidate its securities and commodity interest positions. On January 13, 2014, the estimated net asset value per Unit fell below the 50% threshold and trading was suspended on January 14, 2014. All positions were either liquidated or covered at that time. Limited partners were notified of the trading suspension and were given the opportunity to redeem from the Fund. Because there remained only limited interest in continuing the investment, the General Partner decided to not resume trading, provided notice that it will redeem all partners and return all capital to the remaining partners, and provided notice that, after all redemption proceeds are paid, it will withdraw from the partnership and dissolve the Fund.

 

The decision to close the Fund was based primarily on two factors:

 

▪        The Fund’s Trading Advisor, which has underperformed peers over the past few years, has continued to underperform its peers in 2014. The suspension of trading in January prevented further trading losses to the Fund for the latter half of January and in the subsequent months.

 

▪        Since the trading suspension in January, a majority of the limited partners have chosen to redeem from the Fund.

 

On February 28, 2014, the General Partner terminated the advisory agreement with the Trading Advisor pursuant to which the Trading Advisor traded the Fund’s assets in its Trading Program. No penalties have been incurred by any of the parties as a result of the termination of the advisory agreement. Effective March 14, 2014, the Fund ceased using the services of Principal Global Investors, LLC and JP Morgan Investment Management, Inc., collectively, the “Cash Managers”.

 

The Fund returned all capital to partners by April 30, 2014. The General Partner intends to dissolve the Fund as soon as practical after May 1, 2014.

 

Contractual Obligations

 

The Fund does not have any contractual obligations of the type contemplated by Item 303(a)(5) of Regulation S-K. The Fund’s sole business was trading futures contracts, both long (contracts to buy) and short (contracts to sell).

 

Results of Operations

 

The returns for Units for the three months ended March 31, 2014 and 2013 were (5.13)% and 1.35%, respectively. Further analysis of futures trading gains and losses is provided below.

 

2014

January

January saw a broad flight to safety, sparked by a sharp sell-off in emerging market currencies, as investors worried about the impact of Fed tapering and weak Chinese manufacturing on emerging economies. This heightened risk aversion quickly spread to developed markets, which saw declines in equity indices and rallies in bonds, gold and safe haven currencies. Meanwhile, in energy markets, natural gas prices surged due to freezing temperatures across the U.S.

 

January saw a reversal of many of the major trends from the fourth quarter of 2013, resulting in negative performance for the Fund’s trend-following program. In fixed income markets, the Fund’s short positions in Canada and the UK saw losses as bond markets rallied with fund flows into perceived safe assets. Whipsaw oil markets also detracted from performance in the energy sector. In currencies, the Fund’s short Japanese yen position suffered as the exchange rate appreciated on safe haven buying. On the positive side, the Fund did profit from the continued bearish trends in sugar and wheat.

 

During the month, however, the Fund hit its predetermined stop-loss point, defined as a 50% decline from the highest NAV at the start of any calendar year. As a result, trading was suspended, all positions were closed out and a special redemption period was offered to investors. Overall, the Fund had a loss in January of 4.96%.

 

17
 

 

February

All futures trading was suspended during the month of February. The Fund incurred a loss on its fixed income securities, net of Fund expenses, of 0.26%.

 

March

The Fund incurred a small gain of 0.09% on its fixed income securities.

 

2013

January

Spurred on by the resolution of the U.S. “fiscal cliff” negotiations, markets began 2013 with a strong risk appetite. This led to a rally in global equities and industrial commodities and caused a sell-off in safe haven bonds. In Europe, investors gained confidence that the region’s sovereign debt crisis had been contained, helping the euro strengthen against other currencies. Meanwhile, Japan’s new government implemented a stimulus program consisting of major fiscal spending, coupled with measures to weaken the yen to help the country’s exporters.

 

The Fund started the year on a positive note, as it profited from long positions in stock indices and energy, as well as long positions in the euro and short positions in the Japanese yen. These gains were partially offset by losses in choppy agricultural commodity markets, many of which saw price reversals over the course of the month. Rising interest rates also led to losses for the Fund’s long positions in fixed income markets. Overall, the Fund made a gain in January of 5.77%.

 

February

Although February began with a continuation of January’s risk-seeking market trends, the second half of the month saw “risk-off” price reversals across many sectors. Weak European data signaled a region-wide economic contraction. The UK suffered a credit rating downgrade as it is on the verge of a triple-dip recession. Meanwhile, Italian voters toppled the country’s incumbent government with an election result that repudiated austerity as a means of managing Europe’s sovereign debt crisis. In the U.S., minutes from the most recent Fed meeting hinted at a sooner than expected slowdown of monetary stimulus, frightening investors who anticipated longer term quantitative easing.

 

The Fund entered February with “risk-on” exposures in many of the markets it trades, including long positions in equities, industrial commodities, the euro and high-yielding currencies. February’s market reversals caused losses in a number of these positions. The largest losses came from energy, as oil prices fell late in the month on concerns over global demand as well as U.S. supply hitting a 20-year high due to shale fracking. Long positions in base metals also detracted from performance, as economic growth concerns caused price declines. The Fund did however make gains in the agricultural sector, as easing drought conditions in the Midwest lowered wheat prices, helping the Fund’s short position. In currencies, the Fund’s profits from shorting the British pound sterling offset losses from being long the euro. Overall, the Fund finished the month with a loss of 5.36%.

 

March

In March, financial headlines were dominated by the banking crisis in Cyprus. Eurozone members led by Germany made the release of bailout funds contingent on a Cypriot financial contribution through a one-time “tax” on bank deposits. This action sparked protests over the plan’s fairness. A last minute compromise deal exempted smaller insured deposits from capital seizure. Investors feared that the Cyprus bailout might create a precedent for haircutting depositors at troubled banks in Spain and Italy. This prompted a sell-off in the euro, a slide in southern European stock markets and a rally in safe haven German bunds. Meanwhile, in the U.S., equities climbed with largely positive economic data and a statement from Fed Chairman Bernanke that he saw no evidence of a stock bubble. In Japan, monetary easing by the Abe government continued, boosting bond and equity markets and depreciating the yen.

 

The Fund profited in the currency sector in March, particularly through long cross-rate positions in the Australian dollar against the Japanese yen, the pound sterling and the euro. The Fund also gained from a fall in industrial metals prices, with short positions in aluminum and copper, as investors worried about the impact of a clampdown on Chinese property speculation. In the agricultural sector, the Fund profited from short positions in coffee and sugar. Losses were incurred in energy through short crude oil positions. The Fund was slightly down in fixed income due to trend reversals in the U.S. and UK. Performance was flat in equities as gains from long positions in Japan and the U.S. were offset by losses in long positions in Europe. The Fund finished the month with a net gain of 1.24%.

 

Off-Balance Sheet Risk

 

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund traded in futures contracts and was therefore a party to financial instruments with elements of off-balance sheet market and credit risk. At March 31, 2014, the Fund had no off-balance sheet risk exposure.

 

18
 

 

Significant Accounting Estimates

 

A summary of the Fund’s significant accounting policies are included in Note 1 to the Financial Statements.

 

The Fund’s most significant accounting policy is the valuation of its assets invested in U.S. and foreign futures contracts, and fixed income investments. The Fund’s futures contracts are exchange-traded, with the fair value of these contracts based on exchange settlement prices. The fair value of money market funds is based on quoted market prices for identical shares. U.S. Treasury securities are stated at fair value based on quoted market prices for identical assets in an active market. Notes of U.S. and foreign government sponsored enterprises, as well as certificates of deposit commercial paper and corporate notes, are stated at fair value based on quoted market prices for similar assets in an active market. Given the valuation sources, there is little judgment or uncertainty involved in the valuation of these assets, and it is unlikely that materially different amounts would be reported under different valuation methodologies or assumptions.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

 

Item 4. Controls and Procedures

 

The General Partner, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Fund’s disclosure controls and procedures at March 31, 2014 (the “Evaluation Date”). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer of the General Partner concluded that, as of the Evaluation Date, the Fund’s disclosure controls and procedures were effective.

 

There has been no change in internal control over financial reporting that occurred during the period ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

Part II: Other Information

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

 

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

 

There were no sales of unregistered securities of the Fund during the three months ended March 31, 2014. Under the Fund’s Partnership Agreement, limited partners may redeem their Units at the end of each calendar month at the then current month-end net asset value per Unit. Redemptions of Units during the quarter ended March 31, 2014 were as follows:

 

   January   February   March   Total 
                     
Units redeemed   3,212.7348    3,084.7302    4,293.7687    10,591.2337 
Average net asset value per Unit  $1,437.17   $1,433.50   $1,434.74   $1,435.12 

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

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Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

The following exhibits are filed herewith of incorporated by reference.

 

Exhibit No. Description of Exhibit
   
1.1* Form of Selling Agreement.
   
3.1* Certificate of Limited Partnership of Sage Fund Limited Partnership.
   
3.2* Second Amended and Restated Limited Partnership Agreement of Sage Fund Limited Partnership.
   
10.1* Form of Subscription Agreement.
   
10.2** Advisory Agreement by and among the Fund, the General Partner and Altis Partners (Jersey) Limited dated August 8, 2007.
10.3* Amendment to Advisory Agreement by and among the Fund, the General Partner and Altis Partners (Jersey) Limited dated August 27, 2007.
10.4* Futures Account Agreement dated January 21, 2001 by and among the Fund, the General Partner and Carr Futures Inc. (subsequently, Newedge USA, LLC).
10.5* Corporate Cash Account Management Agreement dated September 25, 2007 by and among the Fund, the General Partner and UBS Financial Services, Inc.
31.01 Certification of Chief Executive Officer of the General Partner in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.02 Certification of Chief Financial Officer of the General Partner in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.01 Certification of Chief Executive Officer of the General Partner in accordance with Section 906 of the Sarbanes-Oxley Act of 2002
32.02 Certification of Chief Financial Officer of the General Partner in accordance with Section 906 of the Sarbanes-Oxley Act of 2002

     
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

 

*Filed with the Registrant’s Form 10 filed on April 27, 2009, and incorporated herein by reference.

**Filed with the Registrant’s Amendment No. 2 Form 10 filed on July 31, 2009, and incorporated herein by reference.

 

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SIGNATURES

 

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

 

Dated: May 14, 2014Sage Fund Limited Partnership
   
 By:Steben & Company, Inc.
  General Partner
   
 By:/s/ Kenneth E. Steben
 Name:Kenneth E. Steben
 Title:President, Chief Executive Officer and Director of the General Partner
  (Principal Executive Officer)
   
 By:/s/ Carl A. Serger
 Name:Carl A. Serger
 Title:Chief Financial Officer and Director of the General Partner
  (Principal Financial and Accounting Officer)

 

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