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 June 30, 2014

 

Commission file number: 000-53639

 

SAGE FUND LIMITED PARTNERSHIP

 

Organized in Maryland

IRS 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 filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller 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

June 30, 2014 (Unaudited) and December 31, 2013 (Audited)

 

		June 30, 2014				December 31, 2013
Assets
Equity in broker trading accounts
Cash		$	—			$	5,699,436
Net unrealized gain on open futures contracts			—				781,186
Interest receivable			—				451
Total equity in broker trading accounts			—				6,481,073
Cash and cash equivalents			43				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			—				15,553
Total assets		$	43			$	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			—				3,208
General Partner management fee payable			—				15,279
Selling Agent fees payable - General Partner			—				41,670
Administrative expenses payable - General Partner			43				10,445
Redemptions payable			—				474,305
Total liabilities			43				560,153
Partners’ Capital (Net Asset Value)
Class A Interests – 0 units and 10,684.3514 units outstanding
at June 30, 2014 and December 31, 2013, respectively			—				16,157,423
Total liabilities and partners' capital (net asset value)		$	43			$	16,717,576

 

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

 

 

Sage Fund Limited Partnership

Condensed Schedule of Investments

June 30, 2014

(Unaudited)

 

 

None

 

 

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

 

 

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.

 

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.

 

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.

 

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.

 

 

Sage Fund Limited Partnership

Statements of Operations

For the Three and Six Months Ended June 30, 2014 and 2013

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Gain (Loss) from Futures Trading
Net realized gain (loss)		$	(32,184	)		$	(301,443	)		$	40,355			$	756,855
Net change in unrealized gain (loss)			32,184				1,245,262				(781,186	)			1,037,935
Brokerage commissions and trading expenses			—				(26,604	)			(1,060	)			(52,192	)
Net gain (loss) from futures trading			—				917,215				(741,891	)			1,742,598
Net Investment Loss
Income
Interest income			43				43,073				18,019				101,553
Net realized and change in unrealized loss on securities and certificates of deposit			—				(27,339	)			(5,893	)			(55,724	)
Total income			43				15,734				12,126				45,829
Expenses
Trading Advisor management fee			—				48,046				4,703				102,200
Cash Manager fees			—				6,264				2,300				11,824
Selling Agent fees			—				191,030				65,239				405,718
Administrative expenses – General Partner			68,520				222,310				292,122				486,861
General Partner management fee			—				70,044				14,097				148,763
General Partner 1% allocation			—				5,697				(8,325	)			10,195
Total expenses			68,520				543,391				370,136				1,165,561
Administrative expenses waived			(68,477	)			(174,445	)			(275,730	)			(385,209	)
Net total expenses			43				368,946				94,406				780,352
Net investment loss			—				(353,212	)			(82,280	)			(734,523	)
Net Income (Loss)		$	—			$	564,003			$	(824,171	)		$	1,008,075

 

 

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Increase (decrease) in net asset value per Unit		$	—			$	36.83			$	(77.51	)		$	58.93
Net income (loss) per Unit		$	—			$	38.13			$	(145.64	)		$	64.02
(based on weighted average number of units outstanding)
Weighted average number of Units outstanding			—				14,790.9562				5,658.9930				15,746.1166

 

 

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

 

 

Sage Fund Limited Partnership

Statements of Cash Flows

For the Six Months Ended June 30, 2014 and 2013

(Unaudited)

 

		Six Months Ended June 30,
		2014				2013
Cash flows from operating activities
Net income (loss)		$	(824,171	)		$	1,008,075
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Net change in unrealized (gain) loss from futures trading			781,186				(1,037,935	)
Purchases of securities and certificates of deposit			(1,527,299	)			(8,552,521	)
Proceeds from disposition of securities and certificates of deposit			10,480,581				13,767,706
Net realized and change in unrealized loss on securities and certificates of deposit			5,893				55,724
Changes in
Interest receivable			451				(317	)
General Partner 1% allocation receivable/payable			15,553				62,546
Trading Advisor management fee payable			(10,503	)			(3,102	)
Commissions and other trading fees payable on open contracts			(4,743	)			(742	)
Cash Manager fees payable			(3,208	)			(4,313	)
General Partner management fee payable			(15,279	)			(4,867	)
Selling Agent fees payable – General Partner			(41,670	)			(13,274	)
Administrative expenses payable – General Partner			(10,402	)			(3,379	)
Net cash provided by operating activities			8,846,389				5,273,601
Cash flows from financing activities
Redemptions			(15,807,557	)			(6,304,666	)
Net cash used in financing activities			(15,807,557	)			(6,304,666	)
Net decrease in cash and cash equivalents			(6,961,168	)			(1,031,065	)
Cash and cash equivalents, beginning of period			6,961,211				10,871,587
Cash and cash equivalents, end of period		$	43			$	9,840,522
End of period cash and cash equivalents consists of
Cash in broker trading accounts		$	—			$	7,283,418
Cash and cash equivalents			43				2,557,104
Total end of period cash and cash equivalents		$	43			$	9,840,522
Supplemental disclosure of cash flow information
Prior period redemptions paid		$	474,305			$	753,660
Supplemental schedule of non-cash financing activities
Redemptions payable		$	—			$	999,052

 

 

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

 

 

Sage Fund Limited Partnership

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

For the Six Months Ended June 30, 2014 and 2013

(Unaudited)

 

		Units				Amount
Six Months Ended June 30, 2014
Balance at December 31, 2013			10,684.3514			$	16,157,423
Net loss							(824,171	)
Redemptions			(10,684.3514	)			(15,333,252	)
Balance at June 30, 2014			—			$	—
Six Months Ended June 30, 2013
Balance at December 31, 2012			17,855.8705			$	29,227,525
Net income							1,008,075
Redemptions			(3,888.0418	)			(6,550,058	)
Balance at June 30, 2013			13,967.8287			$	23,685,542

 

 

 

		Net Asset Value Per Unit
June 30, 2014		$	0
Final Redemption		$	1,437.74
December 31, 2013		$	1,512.25
June 30, 2013		$	1,695.72
December 31, 2012		$	1,636.79

 

 

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

 

 

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 is in the process of terminating.

 

The Second Amended and Restated Limited Partnership Agreement (“Partnership Agreement”) provided that if the Fund’s net asset value per Unit declined to 50% or less of the highest net asset value per Unit at the start of any fiscal year, the Fund would 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.

 

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 June 30, 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 June 30, 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.

 

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 June 30, 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.

 

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.

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 June 30, 2014, the Fund had no financial instruments.

 

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 June 30, 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 June 30, 2014, the Fund had no derivative contracts.

 

For the three and six months ended June 30, 2014, the Fund’s derivative contracts had the following impact on the statements of operations:

 

		Three Months Ended June 30, 2014								Six Months Ended June 30, 2014
Types of Exposure		Net realized gain (loss)				Net change in unrealized loss				Net realized gain (loss)				Net change in unrealized loss
Futures contracts
Agricultural commodities		$	—			$	143,537			$	739,037			$	(521,135	)
Currencies			—				(17,864	)			142,991				(330,224	)
Energy			—				(4,807	)			(247,004	)			(23,361	)
Equity indices			—				105,235				67,065				(87,305	)
Interest rate instruments			—				244,691				(211,062	)			(86,938	)
Metals			(32,184	)			32,184				(409,800	)			267,777
Total futures contracts		$	(32,184	)		$	32,184			$	81,227			$	(781,186	)

 

For the three and six months ended June 30, 2014, the number of futures contracts closed were 0 and 2,348.

 

At June 30, 2014, the Fund had no financial assets, derivative assets, or cash collateral held by counterparties.

 

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 and six months ended June 30, 2013, the Fund’s derivative contracts had the following impact on the statements of operations:

 

 

		Three Months Ended June 30, 2013								Six Months Ended June 30, 2013
Types of Exposure		Net realized gain (loss)				Net change in unrealized gain (loss)				Net realized gain (loss)				Net change in unrealized gain (loss)
Futures contracts
Agricultural commodities		$	(90,814	)		$	143,537			$	(251,739	)		$	457,249
Currencies			(409,661	)			(17,864	)			1,310,871				(318,163	)
Energy			(720,250	)			(4,807	)			(1,594,998	)			31,749
Equity indices			244,726				105,235				1,428,718				(213,375	)
Interest rate instruments			281,211				244,691				(214,480	)			227,699
Metals			432,333				774,470				112,695				852,776
Total futures contracts		$	(262,455	)		$	1,245,262			$	791,067			$	1,037,935

 

For the three and six months ended June 30, 2013, the number of futures contracts closed were 12,228 and 25,884, respectively.

 

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 June 30, 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 from February through June 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 from March through June 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).

 

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 June 30, 2014 the Fund had no margin requirement, and at December 31, 2013, the Fund had margin requirements of $2,987,224.

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 1/12^th 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 June 30, 2014 and 2013, actual administrative expenses exceeded the 1% administrative expense limitation of average month-end net asset value of the Fund by $0 and $158,490, respectively. Such amounts were included in administrative expenses waived in the statements of operations.

 

Additionally, during the three months ended June 30, 2014 and 2013, the General Partner voluntarily waived $68,477 and $15,955, respectively, of administrative expenses of the Fund. Such amounts were included in administrative expenses waived in the statements of operations.

 

At June 30, 2014 and December 31, 2013, $43 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 had exposure to U.S. and foreign enterprises. At June 30, 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:

 

Country or Region		U.S. Treasury Securities				Commercial Paper				Corporate Notes				Certificates of Deposit				Total				% of Partners' Capital (Net Asset 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	%

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 June 30, 2014, the statements of operations for the three and six months ended June 30, 2014 and 2013, the statements of cash flows and changes in partners’ capital (net asset value) for the six months ended June 30, 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 June 30, 2014, results of operations for the three and six months ended June 30, 2014 and 2013, and cash flows and changes in partners’ capital (net asset value) for the six months ended June 30, 2014 and 2013. The results of operations for the three and six months ended June 30, 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 and six months ended June 30, 2014 and 2013, assuming the unit was outstanding throughout the entire period:

 

 

		Three Months Ended,								Six Months Ended,
		Final Redemption				June 30, 2013				Final Redemption				June 30, 2013
Per Unit Operating Performance
Net asset value per Unit at beginning of period		$	1,434.74			$	1,658.89			$	1,512.25			$	1,636.79
Gain (loss) from operations
Gain (loss) from trading(1)			—				60.71				(62.97	)			105.58
Net investment loss(1)			—				(23.88	)			(14.54	)			(46.65	)
Total gain (loss) from operations			—				36.83				(77.51	)			58.93
Net asset value per Unit at end of period, or at final redemption		$	1,434.74			$	1,695.72			$	1,434.74			$	1,695.72
Total return (5)			—	%			2.22	%			(5.13	)%			3.60	%
Other Financial Ratios
Ratios to average net asset value
Expenses prior to General Partner 1% allocation (2) (3) (4)			—	%			5.85	%			1.23	%			5.84	%
General Partner 1% allocation (5)			—	%			0.02	%			(0.10	)%			0.04	%
Total expenses			—	%			5.87	%			1.13	%			5.88	%
Net investment loss (2) (3) (4) (6)			—	%			(5.60	)%			(1.09	)%			(5.50	)%

 

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 June 30, 2014 and 2013, the ratios are net of 0.82% and 2.81%, respectively, and for the six months ended June 30, 2014 and 2013 the ratios are net of 3.31% and 2.92%, 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.

 

⁽⁴⁾ Ratios have been annualized. Ratios for the three and six months ended June 30, 2014 have not 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 provided 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 six months ended June 30, 2014 and 2013 were (5.13)% and 3.60%, 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%.

 

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.

 

April through June

There was no activity for the Fund.

 

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%.

 

April

In April, economic data in China confirmed a slowdown in growth, while U.S. GDP estimates for the first quarter were weaker than expected. This led to a sell-off in industrial commodities such as energy and base metals, and a rally in Treasury bonds. The price of gold tumbled mid-month, triggered by reports that Cyprus might sell part of its gold reserves to pay down the country’s debt. Furthermore, the current absence of global inflation has reduced the attractiveness of precious metals that are often used as a hedge against inflation. Meanwhile, the Japanese central bank continued its policy of monetary stimulus, further weakening the yen and boosting the Nikkei stock index.

 

The Fund entered the month with short positions in gold and copper, which profited on the decline in precious and base metals prices. The Fund also had a positive contribution from its long position in Japanese equities which continued to climb in an expansionary monetary environment. Partly offsetting these gains were losses from long exposures to declining oil markets, as well as from trend reversals in agricultural markets such as corn. Overall, the Fund finished the month with a profit of 1.77%.

 

May

In May, improving economic data in the U.S. drove stock indices higher, but also prompted the Fed to signal that it might soon taper its quantitative easing program. Fixed income markets reacted negatively to the prospect of a reduction in the Fed’s $85 billion in monthly purchases of Treasury bonds and mortgage-backed securities. U.S. 10-year Treasury bond yields jumped 46 basis points from 1.67% to 2.13% during the month, while international bond markets also sold off. Meanwhile in Japan, the high flying Nikkei index, which at one point was up 50% on the year, fell abruptly by 13% over the last 9 days of the month. This was caused by investors taking profits after signs of slowing Chinese growth and impending U.S. monetary tightening.

 

The Fund made gains in the equity sector on its long positions during the month, particularly in European indices. The Fund also profited in agricultural commodities through short positions in sugar and coffee. However, these were offset by losses in energy, where long positions in natural gas suffered as prices declined on higher than expected inventory levels. In the currencies sector, long positions in the Australian dollar and New Zealand dollar detracted from performance, following a surprise interest rate cut in Australia and central bank intervention to weaken the currency in New Zealand. Overall, the Fund finished the month with a loss of 0.77%.

 

June

In June, the Fed reaffirmed its desire to phase out its quantitative easing program as long as U.S. economic data continues to improve. Markets interpreted this as the beginning of the end of an era of ultra-easy monetary policy. As a result, global equities and bonds sold off sharply. Ironically, the largest stock market declines were not in the U.S. Prospective tightening by the U.S. Federal Reserve had a greater impact in Europe, where the economic recovery lags the U.S., and in Asia and emerging markets, where a slowdown in China also worried investors. Meanwhile, the Fed’s new stance caused gold prices to plummet to levels last seen in 2010, as the risk of inflation due to loose monetary conditions diminished.

 

The Fund entered June with most of its portfolio in physical commodities. Trends in commodities proved to be stronger than in financial futures, which were hit by sharp trend reversals. The largest profit center for the Fund was in metals, where short positions in gold, as well as industrial metals, such as nickel and copper, gained as a result of the market decline. In bonds and interest rates, the Fund had established a short position in May, and was able to benefit from the continued sell-off in fixed income markets as a result of

 

the Fed’s new policy stance. However, in equities, the Fund’s long positions suffered as global indices fell, while choppy energy markets also led to losses. Overall, however, the Fund finished the month with a profit of 1.23%.

 

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 June 30, 2014, the Fund had no off-balance sheet risk exposure.

 

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 June 30, 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 June 30, 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 June 30, 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 June 30, 2014 were as follows:

 

 

		April				May				June				Total
Units redeemed			93.1177				—				—				93.1177
Average net asset value per Unit		$	1,434.74			$	—			$	—			$	1,434.74

 

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

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. 

 

 

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: August 14, 2014 Sage 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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