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EX-31.1 - EX-31.1 - Cavendish Futures Fund LLCa16-11551_1ex31d1.htm
EX-10.5 - EX-10.5 - Cavendish Futures Fund LLCa16-11551_1ex10d5.htm

Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2016

 

OR

 

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

 

For the transition period from                to                .

 

Commission File Number 000-55213

 

CAVENDISH FUTURES FUND LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

38-3849454

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

c/o UBS Alternatives LLC

1285 Avenue of the Americas, 20th Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

 

(212) 713-3234

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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  x  No  o

 

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 (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

 

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

 

As of July 31, 2016, 165,827.058 Limited Liability Company Redeemable Units were outstanding.

 

 

 



Table of Contents

 

CAVENDISH FUTURES FUND LLC

 

Form 10-Q

 

Index

 

 

 

Page

 

 

Number

 

 

 

PART I — Financial Information:

 

 

Item 1.

Financial Statements:

 

 

 

 

 

 

 

Statements of Financial Condition at June 30, 2016 (unaudited) and December 31, 2015

3

 

 

 

 

 

 

Statements of Operations and Changes in Members’ Capital for the three and six months ended June 30, 2016 and 2015 (unaudited)

4

 

 

 

 

 

 

Notes to Financial Statements, including the Financial Statements of Sydling WNT Master Fund LLC (unaudited)

5 – 16

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18 – 20

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

21 – 22

 

 

 

 

 

Item 4.

Controls and Procedures

22

 

 

 

PART II — Other Information

23 – 25

 

 

 

Exhibits

 

 

Exhibit 31.1 — Certification

 

 

 

Exhibit 31.2 — Certification

 

 

 

Exhibit 32.1 — Certification

 

 

 

Exhibit 32.2 — Certification

 

 

 

Exhibit 101.INS — XBRL Instance Document

 

 

 

Exhibit 101.SCH — XBRL Taxonomy Extension Schema Document.

 

 

 

Exhibit 101.CAL — XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

Exhibit 101.LAB — XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

Exhibit 101.PRE — XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

Exhibit 101.DEF — XBRL Taxonomy Extension Definition Document.

 

 



Table of Contents

 

PART I

 

Item 1.  Financial Statements

 

Cavendish Futures Fund LLC

Statements of Financial Condition

 

 

 

(Unaudited)

 

 

 

 

 

June 30, 2016

 

December 31, 2015

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Investment in Sydling WNT Master Fund LLC, at fair value (cost $178,519,068 and $148,679,254, respectively)

 

$

203,561,117

 

$

171,511,951

 

Cash

 

2,968,449

 

3,771,989

 

Receivable from Sydling WNT Master Fund LLC

 

1,365,671

 

1,294,370

 

Total Assets

 

$

207,895,237

 

$

176,578,310

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Subscriptions received in advance

 

$

2,830,300

 

$

3,541,000

 

Redemptions payable

 

597,686

 

1,001,677

 

Incentive fee payable

 

410,292

 

 

Accrued expenses:

 

 

 

 

 

Advisory fees

 

256,138

 

216,002

 

Administrative fees

 

85,379

 

72,001

 

Professional fees and other expenses

 

154,325

 

235,679

 

Total Liabilities

 

4,334,120

 

5,066,359

 

 

 

 

 

 

 

MEMBERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Member Designee (25.000 Redeemable Units)

 

30,840

 

30,055

 

Non-Managing Members (164,986.578 and 142,641.192 Redeemable Units)

 

203,530,277

 

171,481,896

 

 

 

 

 

 

 

Total Members’ Capital

 

203,561,117

 

171,511,951

 

Total Liabilities and Members’ Capital

 

$

207,895,237

 

$

176,578,310

 

Members’ Capital per Redeemable Unit (based on 165,011.578 and 142,666.192 Redeemable Units)

 

$

1,233.62

 

$

1,202.19

 

 

See accompanying notes to financial statements.

 

3



Table of Contents

 

Cavendish Futures Fund LLC

Statements of Operations and Changes in Members’ Capital

(Unaudited)

 

 

 

Three Months Ended

 

Three Months Ended

 

Six Months Ended

 

Six Months Ended

 

 

 

June 30, 2016

 

June 30, 2015

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest allocated from Sydling WNT Master Fund LLC

 

$

96,162

 

$

3,751

 

$

202,930

 

$

8,620

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses allocated from Sydling WNT Master Fund LLC

 

1,792,794

 

1,350,510

 

3,547,746

 

2,540,637

 

Incentive fees

 

410,292

 

 

410,292

 

2,112,137

 

Advisory fees

 

737,388

 

548,211

 

1,457,337

 

1,033,878

 

Administrative fees

 

245,796

 

182,737

 

485,779

 

344,626

 

Professional fees and other expenses

 

48,526

 

112,300

 

97,051

 

224,600

 

Total Expenses

 

3,234,796

 

2,193,758

 

5,998,205

 

6,255,878

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT (LOSS)

 

(3,138,634

)

(2,190,007

)

(5,795,275

)

(6,247,258

)

 

 

 

 

 

 

 

 

 

 

TRADING RESULTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain/(loss) allocated from Sydling WNT Master Fund LLC

 

(8,597,498

)

(8,540,442

)

(1,866,629

)

3,864,539

 

Net change in unrealized appreciation/(depreciation) allocated from Sydling WNT Master Fund LLC

 

13,004,452

 

(5,153,667

)

11,823,119

 

(6,015,820

)

Total Trading Results

 

4,406,954

 

(13,694,109

)

9,956,490

 

(2,151,281

)

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

1,268,320

 

(15,884,116

)

4,161,215

 

(8,398,539

)

 

 

 

 

 

 

 

 

 

 

Subscriptions — Non-managing Members

 

18,245,080

 

29,784,994

 

40,152,733

 

54,911,084

 

Redemptions — Non-managing Members

 

(3,997,272

)

(287,267

)

(12,264,782

)

(461,279

)

 

 

 

 

 

 

 

 

 

 

Net increase in Members’ Capital

 

15,516,128

 

13,613,611

 

32,049,166

 

46,051,266

 

 

 

 

 

 

 

 

 

 

 

Members’ Capital, beginning of period

 

$

188,044,989

 

$

138,038,814

 

$

171,511,951

 

$

105,601,159

 

 

 

 

 

 

 

 

 

 

 

Members’ Capital, end of period

 

$

203,561,117

 

$

151,652,425

 

$

203,561,117

 

$

151,652,425

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per Redeemable Unit

 

$

6.70

 

$

(129.49

)

$

31.43

 

$

(55.04

)

 

 

 

 

 

 

 

 

 

 

Weighted average Redeemable Units outstanding

 

161,865.354

 

119,896.617

 

152,463.483

 

106,082.880

 

 

See accompanying notes to financial statements.

 

4



Table of Contents

 

Cavendish Futures Fund LLC

Notes to Financial Statements

June 30, 2016

(Unaudited)

 

1.  General

 

Cavendish Futures Fund LLC (the “Fund”) is a Delaware limited liability company formed on August 7, 2012.  Trading operations of the Fund commenced on February 19, 2013.  The Fund’s investment objective is to achieve capital appreciation through speculative trading in U.S. and international futures, options on futures and forward markets.  The Fund may also engage in swap and other derivative transactions upon approval of Sydling Futures Management LLC (“Sydling”).  The Fund privately and continually offers redeemable units of limited liability company interest in the Fund (“Redeemable Units”) to qualified investors and subscriptions are generally accepted monthly.  There is no maximum number of Redeemable Units that may be sold by the Fund.  The Fund invests substantially all of its assets in the Sydling WNT Master Fund LLC (“Master Fund”), also a Delaware limited liability company, which has the same investment objective as the Fund.  The Master Fund’s Statements of Financial Condition, including Condensed Schedules of Investments and Statement of Operations and Changes in Members’ Capital are included herein.  The percentage of the Master Fund’s capital owned by the Fund at June 30, 2016 and December 31, 2015 was 100%.  The performance of the Fund is directly affected by the performance of the Master Fund.

 

The Fund is member managed for purposes of Delaware law.  Pursuant to the Fund’s limited liability company agreement, as may be amended from time to time (the “LLC Agreement”), the members of the Fund (each, a “Member” and collectively, the “Members”) have appointed Sydling to act as the Fund’s commodity pool operator and trading manager.  Sydling is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and a commodity trading advisor and is a member of the National Futures Association (“NFA”) effective August 10, 2011.  Sydling, a wholly owned subsidiary of UBS Alternatives LLC, was formed on August 4, 2011.  UBS Alternatives LLC is a wholly owned subsidiary of UBS Americas Inc. In 2015, UBS AG transferred its ownership interest in UBS Americas Inc. to UBS Americas Holding LLC, a wholly owned subsidiary of UBS AG which is a wholly owned subsidiary of UBS Group AG.

 

BNY Mellon Investment Servicing (US) Inc. serves as administrator of the Fund.

 

Winton Capital Management Limited (the “Advisor”) serves as the trading advisor to the Fund and the Master Fund.

 

Sydling and each Member share in the profits and losses of the Fund in proportion to the amount of limited liability company interest owned by each except that no Member shall be liable for obligations of the Fund in excess of such member’s capital contribution and profits, if any, net of distributions and losses, if any.

 

The accompanying financial statements and notes are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).  These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read in conjunction with the financial statements and notes included in the Fund’s Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission (the “SEC”).

 

The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires Sydling to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in financial statements and accompanying notes. As a result, actual results could differ from these estimates.

 

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

 

The Master Fund’s Statement of Financial Condition and Condensed Schedules of Investments as of June 30, 2016 and December 31, 2015 and Statement of Operations and Changes in Members’ Capital for the three and six months ended June 30, 2016 and 2015 are presented below:

 

5



Table of Contents

 

Sydling WNT Master Fund LLC

Statements of Financial Condition

 

 

 

(Unaudited)

 

 

 

 

 

June 30, 2016

 

December 31, 2015

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash (including restricted cash of $18,111,203 and $20,104,777, respectively)

 

$

192,284,233

 

$

171,893,278

 

Net unrealized appreciation on open futures contracts

 

13,238,826

 

1,415,707

 

Interest receivable

 

65,793

 

25,725

 

Total Assets

 

$

205,588,852

 

$

173,334,710

 

 

 

 

 

 

 

LIABILITIES AND MEMBER’S CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Redemptions payable

 

$

1,365,671

 

$

1,294,370

 

Accrued expenses:

 

 

 

 

 

Brokerage fees

 

599,453

 

505,493

 

Professional fees and other expenses

 

62,611

 

22,896

 

Total Liabilities

 

2,027,735

 

1,822,759

 

 

 

 

 

 

 

MEMBER’S CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Non-Managing Members

 

203,561,117

 

171,511,951

 

Total Member’s Capital

 

203,561,117

 

171,511,951

 

Total Liabilities and Member’s Capital

 

$

205,588,852

 

$

173,334,710

 

 

6



Table of Contents

 

Sydling WNT Master Fund LLC

Condensed Schedule of Investments

June 30, 2016

(Unaudited)

 

 

 

 

 

 

 

Percent of

 

Number of

 

 

 

 

 

Member’s

 

Contracts

 

 

 

Fair Value

 

Capital

 

 

 

FUTURES CONTRACTS OWNED

 

 

 

 

 

475

 

CURRENCIES

 

$

1,067,428

 

0.52

%

7,892

 

FINANCIALS

 

9,153,706

 

4.50

%

355

 

GRAINS

 

529,849

 

0.26

%

606

 

INDEX

 

518,191

 

0.25

%

3

 

INDUSTRIALS

 

(330

)

0.00

%

49

 

MATERIALS

 

(6,770

)

0.00

%

80

 

MEATS

 

7,250

 

0.00

%

252

 

METALS

 

978,072

 

0.48

%

 

 

TOTAL FUTURES CONTRACTS OWNED

 

12,247,396

 

6.01

%

 

 

 

 

 

 

 

 

 

 

FUTURES CONTRACTS SOLD

 

 

 

 

 

(562

)

CURRENCIES

 

1,872,384

 

0.92

%

(181

)

ENERGY

 

(170,697

)

(0.08

)%

(384

)

FINANCIALS

 

(508,567

)

(0.25

)%

(406

)

GRAINS

 

371,818

 

0.18

%

(250

)

INDEX

 

(209,597

)

(0.10

)%

(105

)

MEATS

 

38,108

 

0.02

%

(114

)

METALS

 

(402,019

)

(0.20

)%

 

 

TOTAL FUTURES CONTRACTS SOLD

 

991,430

 

0.49

%

 

 

TOTAL FUTURES CONTRACTS

 

13,238,826

 

6.50

%

 

 

OTHER ASSETS IN EXCESS OF OTHER LIABILITIES

 

190,322,291

 

93.50

%

 

 

TOTAL MEMBER’S CAPITAL

 

$

203,561,117

 

100.00

%

 

Percentages shown represent a percentage of member’s capital as of June 30, 2016.

 

7



Table of Contents

 

Sydling WNT Master Fund LLC

Condensed Schedule of Investments

December 31, 2015

 

 

 

 

 

 

 

Percent of

 

Number of

 

 

 

 

 

Member’s

 

Contracts

 

 

 

Fair Value

 

Capital

 

 

 

FUTURES CONTRACTS OWNED

 

 

 

 

 

323

 

CURRENCIES

 

$

140,883

 

0.08

%

5,778

 

FINANCIALS

 

(1,194,580

)

(0.70

)%

94

 

GRAINS

 

10,686

 

0.01

%

754

 

INDEX

 

267,181

 

0.16

%

24

 

MATERIALS

 

3,430

 

0.00

%

1

 

MEATS

 

(40

)

(0.00

)%

 

 

TOTAL FUTURES CONTRACTS OWNED

 

(772,440

)

(0.45

)%

 

 

 

 

 

 

 

 

 

 

FUTURES CONTRACTS SOLD

 

 

 

 

 

(1,148

)

CURRENCIES

 

732,243

 

0.43

%

(667

)

ENERGY

 

350,328

 

0.20

%

(196

)

FINANCIALS

 

(9,629

)

(0.01

)%

(869

)

GRAINS

 

520,477

 

0.30

%

(501

)

INDEX

 

(154,135

)

(0.09

)%

(3

)

INDUSTRIALS

 

3,058

 

0.00

%

(114

)

MEATS

 

(189,420

)

(0.11

)%

(496

)

METALS

 

935,225

 

0.55

%

 

 

TOTAL FUTURES CONTRACTS SOLD

 

2,188,147

 

1.27

%

 

 

TOTAL FUTURES CONTRACTS

 

1,415,707

 

0.82

%

 

 

OTHER ASSETS IN EXCESS OF OTHER LIABILITIES

 

170,096,244

 

99.18

%

 

 

TOTAL MEMBER’S CAPITAL

 

$

171,511,951

 

100.00

%

 

Percentages shown represent a percentage of member’s capital as of December 31, 2015.

 

8



Table of Contents

 

Sydling WNT Master Fund LLC

Statements of Operations and Changes in Member’s Capital

(Unaudited)

 

 

 

Three Months Ended

 

Three Months Ended

 

Six Months Ended

 

Six Months Ended

 

 

 

June 30, 2016

 

June 30, 2015

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

96,162

 

$

3,751

 

$

202,930

 

$

8,620

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brokerage, clearing and transaction fees

 

1,768,169

 

1,325,385

 

3,498,496

 

2,490,387

 

Professional fees

 

24,625

 

25,125

 

49,250

 

50,250

 

Total Expenses

 

1,792,794

 

1,350,510

 

3,547,746

 

2,540,637

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT (LOSS)

 

(1,696,632

)

(1,346,759

)

(3,344,816

)

(2,532,017

)

 

 

 

 

 

 

 

 

 

 

NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM DERIVATIVE INSTRUMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain/(loss) from futures

 

(8,597,498

)

(8,540,442

)

(1,866,629

)

3,864,539

 

Net change in unrealized appreciation/(depreciation) on futures

 

13,004,452

 

(5,153,667

)

11,823,119

 

(6,015,820

)

Net Realized and Unrealized Gain/(Loss) from Derivative Instruments

 

4,406,954

 

(13,694,109

)

9,956,490

 

(2,151,281

)

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

2,710,322

 

(15,040,868

)

6,611,674

 

(4,683,298

)

 

 

 

 

 

 

 

 

 

 

INCREASE/(DECREASE) IN MEMBER’S CAPITAL FROM CAPITAL TRANSACTIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

18,245,080

 

29,784,994

 

40,152,733

 

54,911,084

 

Redemptions

 

(5,439,274

)

(1,130,515

)

(14,715,241

)

(4,184,085

)

 

 

 

 

 

 

 

 

 

 

Net Increase in Member’s Capital Derived from Capital Transactions

 

12,805,806

 

28,654,479

 

25,437,492

 

50,726,999

 

Net Increase in Member’s Capital

 

15,516,128

 

13,613,611

 

32,049,166

 

46,043,701

 

Member’s Capital, Beginning of Period

 

188,044,989

 

138,038,814

 

171,511,951

 

105,608,724

 

Member’s Capital, End of Period

 

$

203,561,117

 

$

151,652,425

 

$

203,561,117

 

$

151,652,425

 

 

9



Table of Contents

 

2.              Financial Highlights

 

Changes in the net asset value per Redeemable Unit for the three and six months ended June 30, 2016 and 2015 are as follows:

 

 

 

Three
Months Ended
June 30, 2016

 

Three
Months Ended
June 30, 2015

 

Six
Months Ended
June 30, 2016

 

Six
Months Ended
June 30, 2015

 

Per share operating performance: (a)

 

 

 

 

 

 

 

 

 

Members’ capital per Redeemable Unit, beginning of period

 

$

1,226.92

 

$

1,280.81

 

$

1,202.19

 

$

1,206.36

 

Income/(loss) from investment operations:

 

 

 

 

 

 

 

 

 

Net investment (loss) including incentive fee

 

(19.14

)

(17.86

)

(37.67

)

(58.00

)

Net realized and unrealized gain/(loss) from investment activities (b)

 

25.84

 

(111.63

)

69.10

 

2.96

 

Total from investment operations

 

6.70

 

(129.49

)

31.43

 

(55.04

)

Members’ capital per Redeemable Unit, end of period

 

$

1,233.62

 

$

1,151.32

 

$

1,233.62

 

$

1,151.32

 

 

 

 

 

 

 

 

 

 

 

Ratio/Supplemental Data: (c)

 

 

 

 

 

 

 

 

 

Ratio of net investment loss to average Members’ capital

 

(6.50

)%

(6.09

)%

(6.15

)%

(9.44

)%

Ratio of total expenses to average Members’ capital

 

5.85

%

6.10

%

5.93

%

6.26

%

Ratio of incentive fee to average Members’ capital

 

0.85

%

%

0.44

%

3.19

%

Ratio of total expenses and incentive fee to average Members’ capital

 

6.70

%

6.10

%

6.37

%

9.45

%

 

 

 

 

 

 

 

 

 

 

Total return before incentive fee

 

0.76

%

(10.11

)%

2.83

%

(2.96

)%

Incentive fee

 

(0.21

)%

 

(0.22

)

(1.60

)%

Total return after incentive fee

 

0.55

%

(10.11

)%

2.61

%

(4.56

)%

 

 

 

 

 

 

 

 

 

 

Members’ capital at end of period

 

$

203,561,117

 

$

151,652,425

 

$

203,561,117

 

$

151,652,425

 

 

The computation of ratios to average Members’ capital and total return based on the amount of expenses and incentive fee assessed to an individual Member’s capital may vary from these ratios and total return based on the timing of capital transactions.

 


(a)         Per share operating performance is calculated on a monthly basis by dividing each line item by the outstanding units at month-end prior to the reduction of redeemed units.

(b)         Net realized and unrealized gain/(loss) from investment activities has been adjusted to reflect organization costs amortized over 24 months for the purpose of subscriptions and redemptions.

(c)          The ratios to average Members’ capital are annualized.  The average Members’ capital used in the above ratios is an average of each month-end Members’ capital during the period.

 

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Table of Contents

 

Financial Highlights of the Master Fund:

 

 

 

Three
Months Ended
June 30, 2016

 

Three
Months Ended
June 30, 2015

 

Six
Months Ended
June 30, 2016

 

Six
Months Ended
June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Ratio/Supplemental Data: (a)

 

 

 

 

 

 

 

 

 

Ratio of net investment loss to average member’s capital

 

(3.51

)%

(3.74

)%

(3.54

)%

(3.82

)%

Ratio of total expenses to average member’s capital

 

3.71

%

3.75

%

3.75

%

3.83

%

Total return

 

1.28

%

(9.59

)%

3.99

%

(1.86

)%

Member’s capital at end of period

 

$

203,561,117

 

$

151,652,425

 

$

203,561,117

 

$

151,652,425

 

 

Total return and the ratios to average Member’s capital are calculated for investor’s capital taken as a whole.  An individual investor’s capital may vary from these ratios and total return based on the timing of capital transactions.

 


(a)                                 The ratios to average Member’s capital are annualized.  The average Member’s capital used in the above ratios is an average of each month-end member’s capital during the period.

 

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3.              Trading Activities

 

The Fund was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments.  The Fund invests substantially all of its assets through a “master/feeder” structure. The Fund’s pro rata share of the results of the Master Fund’s trading activities is shown in the Fund’s Statements of Operations and Changes in Members’ Capital.

 

The Customer Agreement between the Master Fund and UBS Securities LLC (“UBS Securities”), the Master Fund’s commodity broker, gives the Master Fund the legal right to net unrealized gains and losses on open futures contracts.  Futures contracts are executed on exchanges and are typically liquidated by entering into offsetting contracts.  The Master Fund nets, for financial reporting purposes, the unrealized gains and losses on open futures contracts on the Master Fund’s Statements of Financial Condition.

 

All of the commodity interests owned by the Master Fund are held for trading purposes.  The average number of futures contracts traded for the three months ended June 30, 2016 and 2015, based on a monthly calculation, was 6,324 and 6,278, respectively.  The average number of futures contracts traded for the six months ended June 30, 2016 and 2015, based on a monthly calculation, was 6,393 and 5,200, respectively.

 

The following tables indicate the gross fair values of derivative instruments of futures contracts as separate assets and liabilities as of June 30, 2016 and December 31, 2015.

 

 

 

June 30, 2016

 

December 31, 2015

 

ASSETS

 

 

 

 

 

Futures Contracts

 

 

 

 

 

Currencies

 

$

3,000,271

 

$

966,615

 

Energy

 

36,294

 

834,260

 

Financials

 

9,156,034

 

695,436

 

Grains

 

1,175,213

 

636,305

 

Index

 

607,558

 

571,447

 

Industrials

 

 

3,058

 

Materials

 

 

3,430

 

Meats

 

53,330

 

 

Metals

 

1,097,391

 

1,076,636

 

Total unrealized appreciation on open futures contracts

 

$

15,126,091

 

$

4,787,187

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Futures Contracts

 

 

 

 

 

Currencies

 

$

(60,460

)

$

(93,490

)

Energy

 

(206,991

)

(483,932

)

Financials

 

(510,895

)

(1,899,644

)

Grains

 

(273,546

)

(105,142

)

Index

 

(298,964

)

(458,400

)

Industrials

 

(330

)

 

Materials

 

(6,770

)

 

Meats

 

(7,973

)

(189,460

)

Metals

 

(521,336

)

(141,412

)

Total unrealized depreciation on open futures contracts

 

$

(1,887,265

)

$

(3,371,480

)

 

 

 

 

 

 

Net unrealized appreciation on open futures contracts *

 

$

13,238,826

 

$

1,415,707

 

 


* These amounts are presented as “Net unrealized appreciation/(depreciation) on open futures contracts” on the Master Fund’s Statements of Financial Condition.

 

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Table of Contents

 

The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three and six months ended June 30, 2016 and 2015.

 

 

 

Three months ended
June 30, 2016

 

Three months ended
June 30, 2015

 

Six months ended
June 30, 2016

 

Six months ended
June 30, 2015

 

Sector

 

Gain/(loss) from
trading

 

Gain/(loss) from
trading

 

Gain/(loss) from
trading

 

Gain/(loss) from
trading

 

 

 

 

 

 

 

 

 

 

 

Currencies

 

$

2,543,571

 

$

(3,092,715

)

$

406,306

 

$

624,428

 

Energy

 

(2,894,495

)

(2,722,325

)

(1,100,774

)

(2,462,422

)

Financials

 

8,118,251

 

(4,543,342

)

21,229,873

 

(71,578

)

Grains

 

(888,640

)

(939,653

)

(915,861

)

(561,908

)

Index

 

(3,085,595

)

(2,492,953

)

(5,273,089

)

1,176,234

 

Industrials

 

(759

)

(1,826

)

(18,029

)

5,555

 

Materials

 

(24,275

)

(22,450

)

(34,930

)

(80,380

)

Meats

 

251,750

 

(1,333

)

391,017

 

111,833

 

Metals

 

387,146

 

122,488

 

(4,728,023

)

(893,043

)

 

 

$

4,406,954

** 

$

(13,694,109

)** 

$

9,956,490

** 

$

(2,151,281

)**

 


** These amounts are presented as “Net Realized and Unrealized Gain/(Loss) from Derivative Instruments” on the Master Fund’s Statements of Operations and Changes in Members’ Capital.

 

The volume of activity of futures that are presented in the Master Fund’s Condensed Schedule of Investments is consistent with the average monthly activity during the periods ended June 30, 2016 and 2015.

 

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Table of Contents

 

4.              Fair Value Measurements

 

Fund’s Fair Value Measurements. In May, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-07 (“ASU 2015-07”), “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent).” ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using net asset value per share as a practical expedient. The Fund adopted ASU 2015-07 as of and for the quarter ended March 31, 2016. Accordingly, investments for which fair value is measured using net asset value per share as a practical expedient have not been categorized within the fair value hierarchy.

 

The Fund values investments in the Master Fund, where there are no other rights or obligations inherent within the ownership interest held by the Fund, based on the end of the day net asset value of the Master Fund.  The value of the Fund’s investment in the Master Fund reflects its proportional interest in the Master Fund.  As of and for the periods ended June 30, 2016 and December 31, 2015, the Fund did not hold any derivative instruments that were based on unadjusted quoted prices in active markets for identical assets (Level 1) or priced at fair value using unobservable inputs through the application of Sydling’s assumptions and internal valuation pricing models (Level 3).

 

Master Fund’s Fair Value Measurements.  FASB Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” (“ASC 820”), defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques, as specified by ASC 820, are used to measure fair value.

 

All financial instruments at fair value are categorized into one of three fair value hierarchy levels, based upon the lowest level input that is significant to the financial instrument’s fair value measurement in its entirety:

 

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2 — Valuation techniques for which all significant inputs are market observable, either directly or indirectly.

 

Level 3 — Valuation techniques which include significant inputs that are not based on observable market data.

 

Fair value measurement disclosure for each class of assets and liabilities requires greater disaggregation than the Fund’s line items in its Statements of Financial Condition.  The Fund determines the appropriate classes for those disclosures on the basis of the nature and risks of the assets and liabilities and their classification in the fair value hierarchy (i.e., Level 1, Level 2, and Level 3).

 

For assets and liabilities measured at fair value on a recurring basis during the period, the Master Fund provides quantitative disclosures about the fair value measurements separately for each class of assets and liabilities, as well as a reconciliation of beginning and ending balances of Level 3 assets and liabilities broken down by class.

 

The Master Fund considers prices for exchange-traded commodity futures and option contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1).  As of and for the periods ended June 30, 2016 and December 31, 2015, the Master Fund did not hold any derivative instruments for which market quotations were not readily available and which were priced by broker-dealers who derive fair values for these assets from observable inputs (Level 2) or that were priced at fair value using unobservable inputs through the application of Sydling’s assumptions and internal valuation pricing models (Level 3).  The gross presentation of the fair value of the Master Fund’s derivatives by instrument type is shown in Note 3, “Trading Activities.”

 

The Master Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period.  During the periods ended June 30, 2016 and December 31, 2015, there were no transfers amongst Levels 1, 2 and 3 of the valuation hierarchy.

 

14



Table of Contents

 

The following is a summary of the Master Fund’s investments at fair value.  The inputs or methodology used for valuing derivative instruments are not necessarily an indication of the risk associated with investing in those derivative instruments.

 

ASSET TABLE (Unaudited)

 

Description

 

Total Fair Value at
June 30, 2016

 

Level 1

 

Level 2

 

Level 3

 

Future Contracts

 

$

13,238,826

 

$

13,238,826

 

$

 

$

 

Total Assets

 

$

13,238,826

 

$

13,238,826

 

$

 

$

 

 

LIABILITIES TABLE (Unaudited)

 

Description

 

Total Fair Value at
June 30, 2016

 

Level 1

 

Level 2

 

Level 3

 

Future Contracts

 

$

 

$

 

$

 

$

 

Total Liabilities

 

$

 

$

 

$

 

$

 

 

ASSET TABLE

 

Description

 

Total Fair Value at
December 31, 2015

 

Level 1

 

Level 2

 

Level 3

 

Futures Contracts

 

$

1,415,707

 

$

1,415,707

 

$

 

$

 

Total Assets

 

$

1,415,707

 

$

1,415,707

 

$

 

$

 

 

5.              Financial Instrument Risks

 

In the normal course of business, the Master Fund, is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments.  These financial instruments may include futures, forwards and options on futures whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument.  These instruments may be traded on an exchange, a swap execution facility (“SEF”), or over-the-counter (“OTC”).  Exchange-traded instruments are standardized and include futures and certain forward and options contracts.  OTC contracts are negotiated between contracting parties and include certain forward, option and swap contracts.  Certain swap contracts may also be traded on a SEF. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted.  The purchaser of an option may lose the entire premium paid for the option.  The writer, or seller, of an option has unlimited risk.  Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk.  In general, the risks associated with OTC contracts are greater than those associated with exchange-traded or SEF traded instruments because of the greater risk of default by the counterparty to an OTC contract.  For the six months ended June 30, 2016 and 2015 the Master Fund traded futures contracts only.

 

The risk to the members that have purchased interests in the Master Fund is limited to the amount of their capital contributions to the Master Fund and their share of the Master Fund’s assets and undistributed profits.  This limited liability is a consequence of the organization of the Master Fund as a limited liability company under applicable law.

 

Market risk is the potential for changes in the value of the financial instruments traded by the Master Fund due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices.  Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.  The Master Fund is exposed to a market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short.

 

15



Table of Contents

 

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract.  The Master Fund’s risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statement of Financial Condition and not represented by the contract or notional amounts of the instruments.  The Master Fund has credit risk and concentration risk because the sole counterparty or broker with respect to the Master Fund’s assets is UBS or a UBS affiliate.  Credit risk with respect to exchange-traded instruments is reduced to the extent that through UBS, the Master Fund’s counterparty is an exchange or clearing organization.  Futures contracts are conducted through regulated exchanges which have margin requirements, and are settled in cash on a daily basis, thereby minimizing credit risk.

 

6.              Significant Accounting Policies

 

The Fund’s and the Master Fund’s accounting policies are the same and are consistent with the accounting policies in the Fund’s financial statements on Form 10-K for the year ended December 31, 2015.

 

The Master Fund is an investment company and applies specialized accounting and reporting guidance as outlined in FASB Update 2013-08, Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”).

 

Statement of Cash Flows. The Fund is not required to provide a Statement of Cash Flows in accordance with Accounting Standards Codification (“ASC”) 230.

 

Investment in Master Fund. The Fund records its investment in the Master Fund at fair value and is represented by the Fund’s proportionate interest in the capital of the Master Fund at June 30, 2016 and December 31, 2015.  Valuation of securities held by the Master Fund is discussed in the Notes to the Master Fund’s financial statements.  The Fund records its pro rata share of the Master Fund’s income, expenses and realized and unrealized gains and losses.  The performance of the Fund is directly attributable to the performance of the Master Fund.  The Fund records its subscription and withdrawal of the capital account related to its investment in the Master Fund on the transaction date.  The Master Fund will adjust the capital account of the Fund.  Brokerage, clearing and transaction fees are incurred by the Master Fund and are reflected in the pro rata allocation received by the Fund from the Master Fund.

 

Subscriptions Received in Advance. Subscriptions received in advance represent amounts paid by the non-managing Members for a percentage ownership into the Fund which have not yet been added as Members’ capital as of June 30, 2016 and December 31, 2015. The amount paid is held as cash in the Fund’s escrow account and represents the cash on the Fund’s Statements of Financial Condition.

 

Redemptions Payable.  Pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, capital withdrawals effective June 30, 2016 and December 31, 2015 have been reflected as redemptions payable in the Statements of Financial Condition.

 

Income Taxes. The Fund is classified as a partnership for U.S. federal income tax purposes, and the Fund will not pay U.S. federal income tax.  As a result, no income tax liability or expense has been recorded in the financial statements.

 

Sydling has analyzed the Master Fund’s tax positions for the open tax period and has concluded that no provision is required in the Master Fund’s financial statements.  The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in its Statements of Income.  For the periods ended June 30, 2016 and December 31, 2015, the Master Fund did not incur any interest or penalties.

 

7.              Subsequent Events

 

Sydling has evaluated the impact of all subsequent events on the Fund through the date of the filing.  Subsequent to June 30, 2016, additional subscriptions were received from the non-managing Members totaling $2,149,000.  Subsequent to June 30, 2016, redemptions of $1,837,217 will be paid to the non-managing Members.  Sydling has determined that there were no additional subsequent events requiring recognition or disclosure in the financial statements.

 

After the reporting period the Fund and the Master Fund have amended and restated certain agreements.  The purpose of the amendments is to implement and reflect an expense neutral change in the fees paid to certain service providers to the Fund and the Master Fund.  The Master Fund will cease paying a brokerage fee to UBS Securities.  In lieu of the brokerage fee the registrant will pay an ongoing selling agent fee to UBS Financial Services Inc. at the same rate as the previous brokerage fee.

 

16



Table of Contents

 

As of August 15, 2016, the Master Fund entered into an amended and restated fee arrangement agreement, effective as of June 30, 2016, by and among the Master Fund, Sydling and UBS Securities.  Pursuant to the Fee Arrangement Agreement, no brokerage fee will be paid to UBS Securities.  Previously, a brokerage fee was paid to UBS Securities by the Master Fund.

 

17



Table of Contents

 

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

 

Liquidity and Capital Resources

 

The Fund does not engage in sales of goods or services. Its only assets are its investment in the Master Fund, cash and receivables from the Master Fund. The Master Fund does not engage in the sale of goods or services. The Master Fund’s only assets are its equity in its trading accounts, consisting of cash, net unrealized appreciation on open futures contracts and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Fund, through its investment in the Master Fund. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred during the second quarter of 2016.

 

For the six months ended June 30, 2016 and 2015, the Master Fund’s average margin to equity ratio was 10.03 % and 11.42%, respectively.

 

The Fund’s capital consists of the capital contributions of the Members as increased or decreased by income/(loss) from its investment in the Master Fund and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

 

For the six months ended June 30, 2016, the Fund’s capital increased 18.7% from $171,511,951 to $203,561,117. This increase was attributable to subscriptions for Redeemable Units totaling $40,152,733 coupled with net income from operations of $4,161,215, which was partially offset by redemptions of Redeemable Units resulting in an outflow of $12,264,782. Future redemptions from the Fund could impact the amount of funds available for investment in the Master Fund in subsequent periods.

 

The Master Fund’s capital consists of the capital contributions of the investors of the Master Fund as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, withdrawals of interest from the Master Fund and distributions of profits, if any.

 

For the six months ended June 30, 2016, the Master Fund’s capital increased 18.7% from $171,511,951 to $203,561,117. This increase was attributable to subscriptions for interest in the Master Fund totaling $40,152,733 coupled with net income from operations of $6,611,674, which was partially offset by the withdrawal of interest in the Master Fund resulting in an outflow of $14,715,241. Future withdrawals from the Master Fund can impact the amount of funds available for investments in commodity contract positions in subsequent periods.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with U.S. GAAP requires Sydling to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Sydling believes that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Fund’s significant accounting policies are described in detail in Note 6. “Significant Accounting Policies.”

 

The Fund records all investments at fair value in its financial statements, with changes in fair value reported as a component of net realized gains/(losses) and change in net unrealized gains/(losses) in the Statements of Operations and Changes in Members’ Capital.

 

Results of Operations

 

During the Fund’s second quarter of 2016, the net asset value per Redeemable Unit increased 0.55% from $1,226.92 to $1,233.62. The Fund, for its own account, through its investment in the Master Fund, experienced a net trading gain before brokerage fees and related fees in the second quarter of 2016 of $4,406,954. Gains were primarily attributable to the Master Fund’s trading of commodity futures in U.S. and non-U.S. interest rates, currencies, metals and livestock and were partially offset by losses in energy, indices, grains and industrials.

 

Fixed income was the most profitable sector as the Master Fund had long positions in bonds and short-term interest rates. Despite detracting from performance in April and May, bond yields generally declined across several develop markets following the UK referendum, which seems almost certain to lead to the UK leaving the European Union. This led to high levels of volatility in virtually all major markets, and indeed record levels in some.  In June, U.S. government bond yields declined more than 30 basis points and respective futures positions were profitable.

 

Currencies were also profitable in the second quarter. A long position in the Japanese yen contributed, when the yen rallied in the final days of April after the bank of Japan decided against further monetary easing. Short British pound sterling-U.S. dollar exchange rate

 

18



Table of Contents

 

also contributed to gains. Friday June 24th, witnessed with respect to the British pound, the greatest intra-day volatility that the market has ever endured. Peaking at $1.5009, the market collapsed to a low of $1.3246 before a slight recovery into the close.

 

The portfolio also experienced gains in precious metals. Gains came from long gold positions in April and June. Talk of another U.S. interest rate rise resurfaced in May and gold gave up its April gains. However, the defensive positioning in June helped push gold prices higher.

 

The portfolio’s long standing short positions in energies detracted from performance in the second quarter. Rising energy prices caused the investment system’s short positions to detract, particularly heating oil futures which rose over 20% in value during April.  The portfolio was generally long equity markets during the quarter which also detracted from performance as the S&P finished the quarter slightly positive amidst significant volatility.  In April, the crop sector was another area that cost performance as corn and soybean prices surged in response to exceptionally poor weather conditions in South America. For the quarter, grains were a slight detractor from performance.

 

During the Fund’s second quarter of 2015, the net asset value per Redeemable Unit decreased -10.1% from $1,280.81 to $1,151.32. The Fund, for its own account, through its investment in the Master Fund, experienced a net trading loss before brokerage fees and related fees in the second quarter of 2015 of $13,694,109. Losses were primarily attributable to the Master Fund’s trading of commodity futures in currencies, U.S. and non-U.S. interest rates, energy, indices, grains and industrials and were partially offset by gains in metals.

 

Second quarter of 2015 was unprofitable for the Fund due to market reversals in April and June. Among the trading strategies, carry based strategies were notable detractors while trend following also contributed to some losses. Most losses came from fixed income, foreign exchange and stock indices sectors. The Fund had small gains from markets, such as gold, which were not large enough to offset losses elsewhere.

 

In the last few trading sessions of April, there were strong market moves against the Fund’s positions due to a decent selloff in stocks, bonds and the dollar, along with a rally in crude oil. Weaker economic data saw sentiment around the US economy drop, while the statement from the Federal Reserve’s April meeting did not give any real clues as to when rates might rise. In Europe, Euro Bund yields increased dramatically from 7 basis points as of April 20th to 76 basis points by the end of June.

 

Fixed income positions did suffer in June, particularly short term interest rates, though small gains were made in long term U.S. bond contracts. Heavy rains in the U.S. midwest hampered crop prospects, providing discomfort to the Fund’s short grain positions. Profits from short positions in gold and energy markets provided some relief towards the end of June.

 

By the end of the quarter, most of the risk in the Fund was in currencies, equity indices, and short term interest rates sectors. Risk allocation to long term bonds came down dramatically, while risk allocation to energy sector came down marginally compared to the previous quarter end. Among notable market positions, by the end of the second quarter, the Fund had short Euro, long British pound and short Japanese yen exposure vs the U.S. dollar. Among other notable positions, the Fund had short corn, long S&P 500, long Euribor, short gold and short sugar positions.

 

Commodity futures markets are highly volatile. Broad and rapid price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility for profit or loss. The profitability of the Fund (and the Master Fund) depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends.  Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisor is able to identify them, the Fund (and the Master Fund) expects to increase capital through operations.

 

Brokerage fees are calculated as a percentage of the Fund’s capital account balance at the Master Fund as of the end of each month and are affected by trading performance and redemptions.  Brokerage, clearing and transaction fees of the Master Fund for the three months ended June 30, 2016 and 2015 were $1,768,169 and $1,325,385, respectively.  Brokerage, clearing and transaction fees of the Master Fund for the six months ended June 30, 2016 and 2015 were $3,498,496 and $2,490,387, respectively. The increase in brokerage, clearing and transaction fees for the three and six months ended June 30, 2016 is due to higher average net assets as compared to the corresponding periods in 2015.

 

Advisory fees are calculated as a percentage of the Fund’s net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions.

 

Advisory fees of the Fund for the three months ended June 30, 2016 and 2015 were $737,388 and $548,211, respectively.  The calculation of advisory fees for the three months ended June 30, 2015 and 2014 was based on a monthly average net asset value of

 

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$196,636,972 and $146,189,662, respectively.  The increase in advisory fees for the three months ended June 30, 2016 as compared to the corresponding period in 2015 is due to an increase in the average net assets.

 

Advisory fees of the Fund for the six months ended June 30, 2016 and 2015 were $1,457,337 and $1,033,878, respectively.  The calculation of advisory fees for the six months ended June 30, 2016 and 2015 was based on a monthly average net asset value of $194,311,655 and $137,850,464, respectively.  The increase in advisory fees for the six months ended June 30, 2016 as compared to the corresponding period in 2015 is due to an increase in the average net assets.

 

Administrative fees are paid to Sydling for administering the business and affairs of the Fund.  These fees are calculated as a percentage of the Fund’s net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions.

 

Administrative fees of the Fund for the three months ended June 30, 2016 and 2015 were $245,796 and $182,737, respectively.  The calculation of administrative fees for the three months ended June 30, 2016 and 2015 was based on a monthly average net asset value of $196,636,972 and $146,189,662, respectively.  The increase in administrative fees for the three months ended June 30, 2016 as compared to the corresponding period in 2015 is due to an increase in the average net assets.

 

Administrative fees of the Fund for the six months ended June 30, 2016 and 2015 were $485,779 and $344,626, respectively.  The calculation of administrative fees for the six months ended June 30, 2016 and 2015 was based on a monthly average net asset value of $194,311,655 and $137,850,464, respectively.  The increase in administrative fees for the six months ended June 30, 2016 as compared to the corresponding period in 2015 is due to an increase in the average net assets.

 

Incentive fees to the Advisor are based on the new trading profits generated by the Advisor, paid at the end of each quarter, as defined in the Trading Advisory Agreement between the Fund, Sydling and the Advisor. Incentive fees of $410,292 and $2,112,137 were earned for the six months ended June 30, 2016 and 2015, respectively.

 

In allocating substantially all of the assets of the Fund to the Master Fund, Sydling considers the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. Sydling may modify or terminate the allocation of assets to the Advisor at any time.

 

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Table of Contents

 

Item 3.       Quantitative and Qualitative Disclosures about Market Risk

 

All of the Fund’s assets are subject to the risk of trading loss through its investment in the Master Fund.

 

The Master Fund is a speculative commodity pool. The market sensitive instruments held by the Master Fund are acquired for speculative trading purposes, and all or substantially all of the Fund’s capital is subject to the risk of trading loss through its investment in the Master Fund. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Master Fund’s and the Fund’s main line of business.

 

The risk to the Members that have purchased Redeemable Units is limited to the amount of their capital contributions to the Fund and their share of Fund assets and undistributed profits.  This limited liability is a consequence of the organization of the Fund as a limited liability company under Delaware law.

 

Market movements result in frequent changes in the fair value of the Master Fund’s open positions and, consequently, in its earnings and cash balances. The Master Fund’s and the Fund’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Master Fund’s open contracts and the liquidity of the markets in which the Master Fund trades.

 

The Master Fund rapidly acquires and liquidates both long and short positions in a range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Master Fund’s past performance is not necessarily indicative of its future results.

 

“Value at Risk” is a measure of the maximum amount which the Master Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Master Fund’s speculative trading and the recurrence in the markets traded by the Master Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Master Fund’s experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Master Fund’s losses in any market sector will be limited to Value at Risk or by the Master Fund’s attempts to manage its market risk.

 

Exchange maintenance margin requirements have been used by the Master Fund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

 

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The following tables indicate the trading Value at Risk associated with the Master Fund’s open positions by market category as of June 30, 2016 and December 31, 2015, and the highest, lowest and average value during the three months ended June 30, 2016 and the twelve months ended December 31, 2015. All open position trading risk exposures of the Master Fund have been included in calculating the figures set forth below. There has been no material change in the trading Value at Risk information previously disclosed in the Fund’s Annual Report on Form 10-K.

 

As of June 30, 2016, the Master Fund’s total capitalization was $203,561,117 and the Fund owned 100% of the Master Fund. The Fund invests substantially all of its assets in the Master Fund. The Master Fund’s Value at Risk as of June 30, 2016 was as follows:

 

 

 

 

 

 

 

Three Months ended June 30, 2016 (unaudited)

 

Market Sector

 

Value
at Risk

 

% of Total
Capitalization

 

High Value
at Risk

 

Low Value
at Risk

 

Average Value
at Risk*

 

Currencies

 

$

2,177,359

 

1.07

$

2,992,964

 

$

1,387,104

 

$

2,166,251

 

Energy

 

351,071

 

0.17

 

966,002

 

318,067

 

580,656

 

Grains

 

1,055,040

 

0.52

 

1,816,805

 

991,887

 

1,456,047

 

Index

 

2,117,700

 

1.04

 

3,675,377

 

2,103,937

 

3,047,353

 

Interest Rate Non-U.S.

 

4,093,288

 

2.01

 

4,093,288

 

3,110,195

 

3,489,477

 

Interest Rate U.S.

 

6,562,414

 

3.22

 

6,905,425

 

5,209,283

 

6,205,535

 

Livestock

 

388,371

 

0.19

 

392,016

 

339,812

 

367,550

 

Lumber

 

6,298

 

0.00

 

6,357

 

2,096

 

5,680

 

Metals

 

768,344

 

0.38

 

802,201

 

429,671

 

630,052

 

Softs

 

591,319

 

0.29

 

592,707

 

388,906

 

473,636

 

Total

 

$

18,111,203

 

8.90

%

 

 

 

 

 

 

 


*Average daily Value at Risk.

 

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As of December 31, 2015, the Master Fund’s total capitalization was $171,511,951 and the Fund owned 100% of the Master Fund. The Fund invests substantially all of its assets in the Master Fund. The Master Fund’s Value at Risk as of December 31, 2015 was as follows:

 

December 31, 2015

(unaudited)

 

Market Sector

 

Value
at Risk

 

% of Total
Capitalization

 

High Value
at Risk

 

Low Value
at Risk

 

Average Value
at Risk*

 

Currencies

 

$

3,672,600

 

2.14

%

$

3,672,600

 

$

853,041

 

$

1,798,593

 

Energy

 

$

1,624,349

 

0.95

%

$

1,624,349

 

$

357,446

 

$

841,862

 

Grains

 

$

1,828,050

 

1.07

%

$

1,828,050

 

$

251,312

 

$

839,932

 

Index

 

$

3,362,435

 

1.96

%

$

4,178,890

 

$

1,510,936

 

$

2,802,941

 

Interest Rate Non-U.S.

 

$

3,077,529

 

1.79

%

$

5,019,800

 

$

1,345,612

 

$

3,640,257

 

Interest Rate U.S.

 

$

4,470,531

 

2.61

%

$

7,137,134

 

$

3,242,996

 

$

5,840,910

 

Livestock

 

$

282,060

 

0.16

%

$

382,860

 

$

83,250

 

$

206,738

 

Lumber

 

$

7,488

 

%** 

$

7,488

 

$

1,855

 

$

4,606

 

Metals

 

$

1,238,070

 

0.72

%

$

1,238,070

 

$

262,177

 

$

680,897

 

Softs

 

$

541,665

 

0.32

%

$

575,538

 

$

267,237

 

$

463,353

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

20,104,777

 

11.72

%

 

 

 

 

 

 

 


*Average daily Value at Risk.

** Due to rounding

 

Item 4.       Controls and Procedures

 

The Fund’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Fund on the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Fund in the reports it files is accumulated and communicated to Sydling, including the President and Chief Financial Officer (“CFO”) of Sydling, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

 

Sydling is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Fund’s external disclosures.

 

Sydling’s President and CFO have evaluated the effectiveness of the Fund’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2015 and, based on that evaluation, Sydling’s President and CFO have concluded that, at that date, the Fund’s disclosure controls and procedures were effective.

 

The Fund’s internal control over financial reporting is a process under the supervision of Sydling’s President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. These controls include policies and procedures that:

 

·                                          pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Fund;

 

·                                          provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and (ii) the Fund’s receipts are handled and expenditures are made only pursuant to authorizations of Sydling; and

 

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

 

There were no changes in the Fund’s internal control over financial reporting process during the fiscal quarter ended June 30, 2015 that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

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Table of Contents

 

PART II. OTHER INFORMATION

 

Item 1.       Legal Proceedings

 

There are no material legal proceedings against the Fund and Sydling.

 

There are no material changes to the discussion set forth under Item 3. “Legal Proceedings” in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as updated by the Fund’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

 

Item 1A.    Risk Factors

 

There have been no material changes to the risk factors set forth under Part 1, Item 1A. “Risk Factors” in the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and under Part II, Item 1A. “Risk Factors”  in the Fund’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

 

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

 

For the three months ended June 30, 2016, there were additional subscriptions of 15,094.837 Redeemable Units totaling $18,245,080. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Section 506 of Regulation D promulgated thereunder. These Redeemable Units were purchased by accredited investors as defined in Regulation D. In determining the applicability of the exemption, Sydling relied on the fact that the Redeemable Units were purchased by accredited investors in a private offering.

 

Proceeds of net offering were used for the trading of commodity interests, including futures and option contracts.

 

The following chart sets forth the purchases of Redeemable Units by the Fund.

 

Period

 

(a) Total Number
of Redeemable
Units Purchased*

 

(b) Average Price
Paid per
Redeemable
Unit**

 

(c) Total Number
of Redeemable
Units Purchased as
Part of Publicly
Announced Plans
or Programs

 

(d) Maximum
Number (or
Approximate
Dollar Value) of
Redeemable Units
that May Yet Be
Purchased Under
the Plans or
Programs

 

April 1, 2016 – April 30, 2016

 

2,155.926

 

$

1,193.49

 

N/A

 

N/A

 

May 1, 2016 – May 31, 2016

 

708.353

 

$

1,166.82

 

N/A

 

N/A

 

June 1, 2016 – June 30, 2016

 

484.494

 

$

1,233.62

 

N/A

 

N/A

 

Total

 

3,348.773

 

$

1,197.98

 

 

 

 

 

 


* Generally, Members are permitted to redeem their Redeemable Units as of the end of each month on three business days’ notice to Sydling. Under certain circumstances, Sydling can compel redemption, although to date, it has not exercised this right. Purchases of Redeemable Units by the Fund reflected in the chart above were made in the ordinary course of the Fund’s business in connection with effecting redemptions for Members.

** Redemptions of Redeemable Units are effected as of the end of each month at the net asset value per Redeemable Unit as of that day.

 

Item 3.       Defaults Upon Senior Securities — None

 

Item 4.       Mine Safety Disclosures — Not Applicable

 

Item 5.       Other Information — None

 

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Table of Contents

 

Item 6.       Exhibits

 

Exhibit 3.1

 

Certificate of Formation (filed as Exhibit 3.1 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

(a)

 

Certificate of Amendment of the Certificate of Formation (filed as Exhibit 3.1(a) to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

Exhibit 3.2

 

Application for Authority (filed as Exhibit 3.2 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

Exhibit 3.3

 

LLC Agreement (filed as Exhibit 3.3 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

Exhibit 10.1

 

Customer Agreement between the Master Fund and UBS Securities (filed as Exhibit 10.1 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

Exhibit 10.2

 

Agency Agreement between the Fund and UBS Financial Services (filed as Exhibit 10.2 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

(a)

 

Amended and Restated Selling Agent Agreement between the Fund and UBS Financial Services (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on July 12, 2016 and incorporated herein by reference).

 

 

 

Exhibit 10.3

 

Trading Manager Agreement among the Fund, the Master Fund and Sydling (filed as Exhibit 10.3 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

Exhibit 10.4

 

Trading Advisory Agreement between the Fund and the Advisor (filed as Exhibit 10.4 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

(a)

 

Letter from Sydling extending the Trading Advisory Agreement for 2015, dated June 29, 2014 (filed as Exhibit 10.4(a) to the Form 10-Q filed on August 14, 2014 and incorporated herein by reference).

 

 

 

(b)

 

Letter from Sydling extending the Trading Advisory Agreement for 2016, dated June 26, 2015 (filed as Exhibit 10.4(b) to the Form 10-Q filed on August 14, 2015 and incorporated herein by reference).

 

 

 

Exhibit 10.5

 

Fee Arrangement Agreement among Sydling, the Master Fund and UBS Securities (filed as Exhibit 10.5 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

(a)

 

Amended and Restated Fee Arrangement Agreement among Sydling, the Master Fund and UBS Securities (filed herein).

 

 

 

Exhibit 31.1

 

Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director filed herewith).

 

 

 

Exhibit 31.2

 

Rule 13a-14(a)/15d-14(a) Certification (Certification of CFO filed herewith).

 

 

 

Exhibit 32.1

 

Section 1350 Certification (Certification of President and Director filed herewith).

 

 

 

Exhibit 32.2

 

Section 1350 Certification (Certification of CFO filed herewith).

 

 

 

Exhibit 99.1

 

Annual Report of the Fund for the period ended December 31, 2013 (filed as Exhibit 99.1 to the general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

Exhibit 99.2

 

Organization Chart (filed as Exhibit 99.2 to the amended general form for registration of securities on Form 10 filed on May 29, 2014 and incorporated herein by reference).

 

 

 

Exhibit 101.INS

 

XBRL Instance Document.

 

 

 

Exhibit 101.SCH

 

XBRL Taxonomy Extension Schema Document.

 

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Table of Contents

 

Exhibit 101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

Exhibit 101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

Exhibit 101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

Exhibit 101.DEF

 

XBRL Taxonomy Extension Definition Document.

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CAVENDISH FUTURES FUND LLC

 

(Registrant)

 

 

 

 

 

 

 

By:

Sydling Futures Management LLC

 

 

 

 

 

 

 

By:

/s/ Jerry Pascucci

 

 

Jerry Pascucci

 

 

President and Director

 

 

 

 

Date:

August 15, 2016

 

 

26