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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, 2017

 

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

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

Emerging Growth company o

 

Smaller reporting company o

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

As of July 31, 2017, 169,067.424 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, 2017 (unaudited) and December 31, 2016

3

 

 

 

 

 

 

Statements of Operations and Changes in Members’ Capital for the three and six months ended June 30, 2017 and 2016 (unaudited)

4

 

 

 

 

 

 

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

5 – 18

 

 

 

 

 

Item 2.

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

19 – 21

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

22 – 23

 

 

 

 

 

Item 4.

Controls and Procedures

24

 

 

 

 

PART II — Other Information

25 – 27

 

 

 

 

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, 2017

 

December 31, 2016

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Investment in Sydling WNT Master Fund LLC, at fair value

 

$

183,508,400

 

$

189,623,008

 

Cash

 

1,426,184

 

1,863,996

 

Pre-paid professional fees and other expenses

 

1,532

 

 

Receivable from Sydling WNT Master Fund LLC

 

2,517,497

 

1,833,912

 

Total Assets

 

$

187,453,613

 

$

193,320,916

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Subscriptions received in advance

 

$

1,379,000

 

$

1,826,000

 

Redemptions payable

 

2,256,089

 

1,453,446

 

Accrued expenses:

 

 

 

 

 

Advisory fees

 

232,593

 

239,244

 

Administrative fees

 

77,531

 

79,748

 

Professional fees and other expenses

 

 

99,470

 

Total Liabilities

 

3,945,213

 

3,697,908

 

 

 

 

 

 

 

MEMBERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Member Designee (25.000 Redeemable Units)

 

26,961

 

28,175

 

Non-managing members (170,135.098 and 168,227.490 Redeemable Units)

 

183,481,439

 

189,594,833

 

 

 

 

 

 

 

Total Members’ Capital

 

183,508,400

 

189,623,008

 

Total Liabilities and Members’ Capital

 

$

187,453,613

 

$

193,320,916

 

Members’ Capital per Redeemable Unit (based on 170,160.098 and 168,252.490 Redeemable Units)

 

$

1,078.45

 

$

1,127.01

 

 

See accompanying notes to financial statements and attached financial statements of Sydling WNT Master Fund LLC.

 

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, 2017

 

June 30, 2016

 

June 30, 2017

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest allocated from Sydling WNT Master Fund LLC

 

$

370,585

 

$

96,162

 

636,901

 

$

202,930

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses allocated from Sydling WNT Master Fund LLC

 

1,739,710

 

1,792,794

 

3,492,808

 

3,547,746

 

Incentive fees

 

 

410,292

 

 

410,292

 

Advisory fees

 

710,924

 

737,388

 

1,430,152

 

1,457,337

 

Administrative fees

 

236,974

 

245,796

 

476,717

 

485,779

 

Professional fees and other expenses

 

80,370

 

48,526

 

153,626

 

97,051

 

Total Expenses

 

2,767,978

 

3,234,796

 

5,553,303

 

5,998,205

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT (LOSS)

 

(2,397,393

)

(3,138,634

)

(4,916,402

)

(5,795,275

)

 

 

 

 

 

 

 

 

 

 

TRADING RESULTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

(2,324,292

)

(8,597,498

)

2,549,536

 

(1,866,629

)

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

 

(3,531,893

)

13,004,452

 

(5,937,029

)

11,823,119

 

Total Trading Results

 

(5,856,185

)

4,406,954

 

(3,387,493

)

9,956,490

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

(8,253,578

)

1,268,320

 

(8,303,895

)

4,161,215

 

 

 

 

 

 

 

 

 

 

 

Subscriptions — 6,851.619, 15,094.837, 13,457.672 and 32,391.107 units of non-managing member interest, respectively

 

7,652,600

 

18,245,080

 

15,024,078

 

40,152,733

 

Redemptions — 6,289.131, 3,348.773, 11,550.064 and 10,045.707 units of non-managing member interest, respectively

 

(6,920,933

)

(3,997,272

)

(12,834,791

)

(12,264,782

)

 

 

 

 

 

 

 

 

 

 

Net increase/(decrease) in Members’ Capital

 

(7,521,911

)

15,516,128

 

(6,114,608

)

32,049,166

 

 

 

 

 

 

 

 

 

 

 

Members’ Capital, beginning of period

 

$

191,030,311

 

$

188,044,989

 

$

189,623,008

 

$

171,511,951

 

 

 

 

 

 

 

 

 

 

 

Members’ Capital, end of period

 

$

183,508,400

 

$

203,561,117

 

$

183,508,400

 

$

203,561,117

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per Redeemable Unit*

 

$

(47.93

)

$

6.70

 

$

(48.56

)

$

31.43

 

 

 

 

 

 

 

 

 

 

 

Weighted average Redeemable Units outstanding

 

169,943.977

 

161,865.354

 

169,380.175

 

152,463.483

 

 

See accompanying notes to financial statements and attached financial statements of Sydling WNT Master Fund LLC.

 


* Represents the changes in Members’ Capital per unit

 

4



Table of Contents

 

Cavendish Futures Fund LLC

Notes to Financial Statements

June 30, 2017

(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 continuously 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 Statements 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, 2017 and December 31, 2016 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.

 

Sydling, on behalf of the Fund, has entered into a selling agreement appointing UBS Financial Services Inc. (“UBS Financial Services”) as selling agent to the Fund.

 

The Master Fund has entered into a customer agreement appointing UBS Securities LLC (“UBS Securities”) as commodity broker to the Master Fund.

 

During the second and third quarter of 2016, the Fund and the Master Fund amended and restated certain agreements.  The purpose of the amendments was to implement and reflect an expense neutral change in the fees paid to certain service providers to the Fund and the Master Fund.  As of July 1, 2016, the Master Fund (and indirectly the Fund) ceased paying an asset based brokerage fee to UBS Securities.  In lieu of such brokerage fee, the Fund will pay (or cause the Master Fund to pay on its behalf) an ongoing selling agent fee to UBS Financial Services at the same rate as the previous brokerage fee, equal to 3.5% per year of the adjusted month-end net assets of the Fund.

 

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

 

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, 2016 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 the 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.

 

5



Table of Contents

 

The Master Fund’s Statements of Financial Condition and Condensed Schedules of Investments as of June 30, 2017 and December 31, 2016 and Statements of Operations and Changes in Members’ Capital for the three and six months ended June 30, 2017 and 2016 are presented below:

 

6



Table of Contents

 

Sydling WNT Master Fund LLC

Statements of Financial Condition

 

 

 

(Unaudited)

 

 

 

 

 

June 30, 2017

 

December 31, 2016

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash (including restricted cash of $18,246,827 and $23,311,302, respectively)

 

$

190,124,113

 

$

190,271,646

 

Net unrealized appreciation on open futures contracts

 

 

1,674,971

 

Interest receivable

 

752,306

 

118,169

 

Total Assets

 

$

190,876,419

 

$

192,064,786

 

 

 

 

 

 

 

LIABILITIES AND MEMBER’S CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Net unrealized depreciation on open futures contracts

 

$

4,262,058

 

$

 

Redemptions payable

 

2,517,497

 

1,833,912

 

Accrued expenses:

 

 

 

 

 

Selling agent fees

 

544,397

 

560,050

 

Professional fees and other expenses

 

44,067

 

47,816

 

Total Liabilities

 

7,368,019

 

2,441,778

 

 

 

 

 

 

 

MEMBER’S CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Member’s Capital

 

183,508,400

 

189,623,008

 

Total Liabilities and Member’s Capital

 

$

190,876,419

 

$

192,064,786

 

 

7



Table of Contents

 

Sydling WNT Master Fund LLC

Condensed Schedule of Investments

June 30, 2017

(Unaudited)

 

 

 

 

 

 

 

Percent of

 

Number of

 

 

 

 

 

Member’s

 

Contracts

 

 

 

Fair Value

 

Capital

 

 

 

FUTURES CONTRACTS OWNED

 

 

 

 

 

495

 

CURRENCIES

 

$

186,256

 

0.10

%

2,534

 

FINANCIALS

 

(1,857,250

)

(1.01

)%

36

 

GRAINS

 

167,784

 

0.09

%

1,992

 

INDEX

 

(1,480,098

)

(0.81

)%

1

 

INDUSTRIALS

 

407

 

0.00

%

4

 

MATERIALS

 

(4,095

)

0.00

%

137

 

MEATS

 

53,730

 

0.03

%

103

 

METALS

 

69,202

 

0.04

%

 

 

TOTAL FUTURES CONTRACTS OWNED

 

(2,864,064

)

(1.56

)%

 

 

 

 

 

 

 

 

 

 

FUTURES CONTRACTS SOLD

 

 

 

 

 

(538

)

CURRENCIES

 

(50,306

)

(0.03

)%

(388

)

ENERGY

 

(792,091

)

(0.43

)%

(272

)

FINANCIALS

 

34,625

 

0.02

%

(1,221

)

GRAINS

 

(249,134

)

(0.14

)%

(421

)

INDEX

 

144,750

 

0.08

%

(13

)

MATERIALS

 

(8,275

)

0.00

%

(1

)

MEATS

 

(1,090

)

0.00

%

(275

)

METALS

 

(476,473

)

(0.26

)%

 

 

TOTAL FUTURES CONTRACTS SOLD

 

(1,397,994

)

(0.76

)%

 

 

TOTAL FUTURES CONTRACTS

 

(4,262,058

)

(2.32

)%

 

 

OTHER ASSETS IN EXCESS OF OTHER LIABILITIES

 

187,770,458

 

102.32

%

 

 

TOTAL MEMBER’S CAPITAL

 

$

183,508,400

 

100.00

%

 

Percentages shown represent a percentage of member’s capital as of June 30, 2017.

 

8



Table of Contents

 

Sydling WNT Master Fund LLC

Condensed Schedule of Investments

December 31, 2016

 

 

 

 

 

 

 

Percent of

 

Number of

 

 

 

 

 

Member’s

 

Contracts

 

 

 

Fair Value

 

Capital

 

 

 

FUTURES CONTRACTS OWNED

 

 

 

 

 

18

 

CURRENCIES

 

$

75

 

0.00

%

170

 

ENERGY

 

185,114

 

0.10

%

1,237

 

FINANCIALS

 

291,766

 

0.15

%

286

 

GRAINS

 

(398,259

)

(0.21

)%

2,590

 

INDEX

 

1,127,694

 

0.59

%

1

 

INDUSTRIALS

 

616

 

0.00

%

50

 

MATERIALS

 

50,650

 

0.03

%

85

 

MEATS

 

82,065

 

0.04

%

180

 

METALS

 

(975,168

)

(0.51

)%

 

 

TOTAL FUTURES CONTRACTS OWNED

 

364,553

 

0.19

%

 

 

 

 

 

 

 

 

 

 

FUTURES CONTRACTS SOLD

 

 

 

 

 

(929

)

CURRENCIES

 

(292,988

)

(0.15

)%

(68

)

ENERGY

 

(136,329

)

(0.07

)%

(2,446

)

FINANCIALS

 

286,984

 

0.15

%

(801

)

GRAINS

 

1,016,819

 

0.54

%

(89

)

INDEX

 

(15,362

)

(0.01

)%

(8

)

MEATS

 

(28,220

)

(0.01

)%

(271

)

METALS

 

479,514

 

0.24

%

 

 

TOTAL FUTURES CONTRACTS SOLD

 

1,310,418

 

0.69

%

 

 

TOTAL FUTURES CONTRACTS

 

1,674,971

 

0.88

%

 

 

OTHER ASSETS IN EXCESS OF OTHER LIABILITIES

 

187,948,037

 

99.12

%

 

 

TOTAL MEMBER’S CAPITAL

 

$

189,623,008

 

100.00

%

 

Percentages shown represent a percentage of member’s capital as of December 31, 2016.

 

9



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, 2017

 

June 30, 2016

 

June 30, 2017

 

June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

370,585

 

$

96,162

 

$

636,901

 

$

202,930

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brokerage, clearing and transaction fees (Note 1)

 

51,176

 

1,768,169

 

96,326

 

3,498,496

 

Selling agent fees

 

1,663,909

 

 

3,347,232

 

 

Professional fees

 

24,625

 

24,625

 

49,250

 

49,250

 

Total Expenses

 

1,739,710

 

1,792,794

 

3,492,808

 

3,547,746

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT (LOSS)

 

(1,369,125

)

(1,696,632

)

(2,855,907

)

(3,344,816

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain/(loss) from futures and foreign currency

 

(2,324,292

)

(8,597,498

)

2,549,536

 

(1,866,629

)

Net change in unrealized appreciation/(depreciation) on futures and foreign currency

 

(3,531,893

)

13,004,452

 

(5,937,029

)

11,823,119

 

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

 

(5,856,185

)

4,406,954

 

(3,387,493

)

9,956,490

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

(7,225,310

)

2,710,322

 

(6,243,400

)

6,611,674

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

7,652,600

 

18,245,080

 

15,024,078

 

40,152,733

 

Redemptions

 

(7,949,201

)

(5,439,274

)

(14,895,286

)

(14,715,241

)

 

 

 

 

 

 

 

 

 

 

Net Increase/(Decrease) in Member’s Capital Derived from Capital Transactions

 

(296,601

)

12,805,806

 

128,792

 

25,437,492

 

Net Increase/(Decrease) in Member’s Capital

 

(7,521,911

)

15,516,128

 

(6,114,608

)

32,049,166

 

Member’s Capital, Beginning of Period

 

191,030,311

 

188,044,989

 

189,623,008

 

171,511,951

 

Member’s Capital, End of Period

 

$

183,508,400

 

$

203,561,117

 

$

183,508,400

 

$

203,561,117

 

 

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Table of Contents

 

2.              Financial Highlights

 

Changes in the net asset value per Redeemable Unit for the three and six months ended June 30, 2017 and 2016 are as follows:

 

Financial Highlights of the Fund:

 

 

 

Three
Months Ended
June 30, 2017

 

Three
Months Ended
June 30, 2016

 

Six
Months Ended
June 30, 2017

 

Six
Months Ended
June 30, 2016

 

Per share operating performance: (a)

 

 

 

 

 

 

 

 

 

Members’ capital per Redeemable Unit, beginning of period

 

$

1,126.37

 

$

1,226.92

 

$

1,127.01

 

$

1,202.19

 

Income/(loss) from investment operations:

 

 

 

 

 

 

 

 

 

Net investment (loss) including incentive fee

 

(13.94

)

(19.14

)

(28.67

)

(37.67

)

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

 

(33.98

)

25.84

 

(19.89

)

69.10

 

Total from investment operations

 

(47.92

)

6.70

 

(48.56

)

31.43

 

Members’ capital per Redeemable Unit, end of period

 

$

1,078.45

 

$

1,233.62

 

$

1,078.45

 

$

1,233.62

 

 

 

 

 

 

 

 

 

 

 

Ratio/Supplemental Data: (b)

 

 

 

 

 

 

 

 

 

Ratio of net investment loss to average Members’ capital

 

(5.10

)%

(6.50

)%

(5.22

)%

(6.15

)%

Ratio of total expenses to average Members’ capital

 

5.89

%

5.85

%

5.89

%

5.93

%

Ratio of incentive fee to average Members’ capital

 

%

0.85

%

%

0.44

%

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

 

5.89

%

6.70

%

5.89

%

6.37

%

 

 

 

 

 

 

 

 

 

 

Total return before incentive fee (c)

 

(4.26

)%

0.76

%

(4.31

)%

2.83

%

Incentive fee

 

%

(0.21

)%

%

(0.22

)%

Total return after incentive fee

 

(4.26

)%

0.55

%

(4.31

)%

2.61

%

 

 

 

 

 

 

 

 

 

 

Members’ capital at end of period

 

$

183,508,400

 

$

203,561,117

 

$

183,508,400

 

$

203,561,117

 

 

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)         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.

(c)          Total return assumes a purchase of an interest in the Fund at the beginning of the period and a sale of the interest on the last day of the period noted.

 

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Table of Contents

 

Financial Highlights of the Master Fund:

 

 

 

Three
Months Ended
June 30, 2017

 

Three
Months Ended
June 30, 2016

 

Six
Months Ended
June 30, 2017

 

Six
Months Ended
June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

Ratio/Supplemental Data: (a)

 

 

 

 

 

 

 

 

 

Ratio of net investment loss to average member’s capital

 

(2.91

)%

(3.51

)%

(3.03

)%

(3.54

)%

Ratio of total expenses to average member’s capital

 

3.70

%

3.71

%

3.71

%

3.75

%

Total return (b)

 

(3.73

)%

1.28

%

(3.27

)%

3.99

%

Member’s capital at end of period

 

$

183,508,400

 

$

203,561,117

 

$

183,508,400

 

$

203,561,117

 

 

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.

(b)         Total return assumes a purchase of the Master Fund at the beginning of the period and a sale of the interest on the last day of the period noted.

 

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Table of Contents

 

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, 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, 2017 and 2016, based on a monthly calculation, was 7,903 and 6,324, respectively. The average number of futures contracts traded for the six months ended June 30, 2017 and 2016, based on a monthly calculation, was 7,232 and 6,393, respectively.

 

The following tables indicate the gross fair values of derivative instruments of the Master Fund’s futures contracts as separate assets and liabilities as of June 30, 2017 and December 31, 2016.

 

 

 

June 30, 2017

 

December 31, 2016

 

ASSETS

 

 

 

 

 

Futures Contracts

 

 

 

 

 

Currencies

 

$

669,020

 

$

202,384

 

Energy

 

4,047

 

185,114

 

Financials

 

39,727

 

781,990

 

Grains

 

272,150

 

1,073,984

 

Index

 

339,970

 

2,068,125

 

Industrials

 

407

 

616

 

Materials

 

 

50,650

 

Meats

 

90,240

 

85,540

 

Metals

 

175,918

 

615,613

 

Total unrealized appreciation on open futures contracts

 

$

1,591,479

 

$

5,064,016

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Futures Contracts

 

 

 

 

 

Currencies

 

$

(533,070

)

$

(495,296

)

Energy

 

(796,138

)

(136,329

)

Financials

 

(1,862,351

)

(203,240

)

Grains

 

(353,501

)

(455,424

)

Index

 

(1,675,317

)

(955,793

)

Materials

 

(12,370

)

 

Meats

 

(37,600

)

(31,695

)

Metals

 

(583,190

)

(1,111,268

)

Total unrealized depreciation on open futures contracts

 

$

(5,853,537

)

$

(3,389,045

)

 

 

 

 

 

 

Net unrealized appreciation (depreciation) on open futures contracts*

 

$

(4,262,058

)

$

1,674,971

 

 


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

 

13



Table of Contents

 

The following table indicates the trading gains and losses, by market sector, on the Master Fund’s derivative instruments for the three and six months ended June 30, 2017 and 2016.

 

 

 

Three months ended
June 30, 2017

 

Three months ended
June 30, 2016

 

Six months ended
June 30, 2017

 

Six months ended
June 30, 2016

 

Sector

 

Gain/(loss) from
trading

 

Gain/(loss) from
trading

 

Gain/(loss) from
trading

 

Gain/(loss) from
trading

 

 

 

 

 

 

 

 

 

 

 

Currencies

 

$

(4,347,059

)

$

2,543,571

 

$

(7,189,068

)

$

406,306

 

Energy

 

(2,694,330

)

(2,894,495

)

(4,637,610

)

(1,100,774

)

Financials

 

(4,033,930

)

8,118,251

 

(5,866,302

)

21,229,873

 

Grains

 

1,018,627

 

(888,640

)

348,163

 

(915,861

)

Index

 

5,250,495

 

(3,085,595

)

16,379,190

 

(5,273,089

)

Industrials

 

(10,758

)

(759

)

(7,491

)

(18,029

)

Materials

 

(136,690

)

(24,275

)

14,190

 

(34,930

)

Meats

 

565,335

 

251,750

 

721,590

 

391,017

 

Metals

 

(1,467,875

)

387,146

 

(3,150,155

)

(4,728,023

)

 

 

$

(5,856,185

)**

$

4,406,954

**

$

(3,387,493

)**

$

9,956,490

**

 


** These amounts are presented as “Net Realized and Change in 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, 2017 and 2016.

 

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Table of Contents

 

4.              Fair Value Measurements

 

Fund’s Investments. The Fund values its investment in the Master Fund at fair value and is represented by the Fund’s proportionate interest in the members’ capital of the Master Fund.

 

Fund’s and Master Fund’s Fair Value Measurements. Financial Accounting Standards Board (“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 market 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.

 

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, 2017 and December 31, 2016, there were no transfers amongst Levels 1, 2 and 3 of the valuation hierarchy.

 

U.S. GAAP provides guidance in determining whether there has been a significant decrease in the volume and level of activity for an asset or liability when compared with normal market activity for such asset or liability (or similar assets or liabilities).  U.S. GAAP also provides guidance on identifying circumstances that indicate a transaction with regards to such an asset or liability is not orderly.  In its consideration, the Master Fund must consider inputs and valuation techniques used for each class of assets and liabilities.  Judgment is used to determine the appropriate classes of assets and liabilities for which disclosures about fair value measurements are provided.

 

Fair value measurement disclosure for each class of assets and liabilities requires greater disaggregation than the Master Fund’s line items in the Statement of Financial Condition.  The Master 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, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1).  The values of non exchange-traded forward, swap and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2) and for those contracts that are priced using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3). As of and for the periods ended June 30, 2017 and December 31, 2016, the Master Fund did not hold any derivative instruments for which market quotations are not readily available and which are priced by broker-dealers who derive fair values for these assets from observable inputs (Level 2) or that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

 

15



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, 2017

 

Level 1

 

Level 2

 

Level 3

 

Future Contracts

 

$

1,591,479

 

$

1,591,479

 

$

 

$

 

Total Assets

 

$

1,591,479

 

$

1,591,479

 

$

 

$

 

 

LIABILITIES TABLE (Unaudited)

 

Description

 

Total Fair Value at
June 30, 2017

 

Level 1

 

Level 2

 

Level 3

 

Future Contracts

 

$

5,853,537

 

$

5,853,537

 

$

 

$

 

Total Liabilities

 

$

5,853,537

 

$

5,853,537

 

$

 

$

 

Net Assets and (Liabilities)

 

$

(4,262,058

)

$

(4,262,058

)

$

 

$

 

 

ASSET TABLE

 

Description

 

Total Fair Value at
December 31, 2016

 

Level 1

 

Level 2

 

Level 3

 

Futures Contracts

 

$

5,064,016

 

$

5,064,016

 

$

 

$

 

Total Assets

 

$

5,064,016

 

$

5,064,016

 

$

 

$

 

 

LIABILITIES TABLE

 

Description

 

Total Fair Value at
December 31, 2016

 

Level 1

 

Level 2

 

Level 3

 

Future Contracts

 

$

3,389,045

 

$

3,389,045

 

$

 

$

 

Total Liabilities

 

$

3,389,045

 

$

3,389,045

 

$

 

$

 

Net Assets and (Liabilities)

 

$

1,674,971

 

$

1,674,971

 

$

 

$

 

 

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

 

16



Table of Contents

 

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, 2017 and 2016 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.

 

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 Statements 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 Securities or a UBS affiliate.  Credit risk with respect to exchange-traded instruments is reduced to the extent that through UBS Securities, 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, 2016.

 

The Fund and the Master Fund have determined their status as investment companies and as such, follow the accounting and reporting requirements of ASC 946, Financial Services — Investment Companies.

 

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

 

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, 2017 and December 31, 2016.  Valuation of securities held by the Master Fund is discussed in the Notes to the Master Fund’s financial statements on Form 10-K for the year ended December 31, 2016.  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, 2017 and December 31, 2016. 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, 2017 and December 31, 2016 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. Each member will be subject to taxation on its share of the Fund’s ordinary income, capital gains and losses.

 

U.S. GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Master Fund’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.

 

Tax positions with respect to tax at the Master Fund level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. 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,

 

17



Table of Contents

 

if any, related to unrecognized tax benefits as income tax expense in its Statements of Income.  For the periods ended June 30, 2017 and December 31, 2016, 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, 2017, additional subscriptions were received from the non-managing Members totaling $2,329,000.  Subsequent to June 30, 2017, redemptions of $2,545,370 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.

 

18



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/(depreciation) 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 2017.

 

For the six months ended June 30, 2017 and 2016, the Master Fund’s average margin to equity ratio was 10.99% and 10.03%, 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, 2017, the Fund’s capital decreased 3.22% from $189,623,008 to $183,508,400. This decrease was attributable to redemptions of Redeemable Units resulting in an outflow of $12,834,791 coupled with a net loss from operations of $8,303,895, which was partially offset by subscriptions for Redeemable Units totaling $15,024,078. 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, 2017, the Master Fund’s capital decreased 3.22% from $189,623,008 to $183,508,400. This decrease was attributable to the withdrawal of interest in the Master Fund resulting in an outflow of $14,895,286 coupled with a net loss from operations of $6,234,400, which was partially offset by subscriptions for interest in the Master Fund totaling $15,024,078. 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 2017, the net asset value per Redeemable Unit decreased 4.26% from $1,126.37 to $1,078.45. 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 2017 of $5,856,185. Losses were primarily attributable to the Master Fund’s trading of commodity futures in currencies, energy, non-U.S and U.S. interest rates, metals and grains and were partially offset by gains in equity indices, softs and livestock.

 

It is notable that most of the losses came in the final week of the quarter. Managed futures strategies did not have time to recover from the sharp counter trend moves driven by hawkish central bankers’ remarks at the ECB’s Forum for Central Banking from June 26th-28th. While the strategy generated sizable gains from the equity indices sector, losses from fixed income and foreign exchange sectors were overwhelming during the quarter. Both trend and non-trend based strategies detracted during this period.

 

Six out of the ten best performing markets for the Fund during this period were in the equity indices sector. Gains came from equities around the world with S&P 500, Korean KOSPI, Nasdaq and Nikkei 225 index futures contributing the most. Market participants

 

19



Table of Contents

 

were generally optimistic about the outcome of the France election, improved economic outlook in Europe, strength in technology sector. The Fund continued to deftly manage the overall equity sector risk by balancing between high conviction momentum signals and a potentially large exposure to global equity risk factor.

 

Within fixed income, the Fund had small losses in several European and U.S. bond and interest rate futures contracts. As the bullish momentum in bond prices corrected sharply for the reasons mentioned earlier, the Fund quickly reduced long positions by about 20% during the week of June 26th. This highlights the adaptive nature of this investment strategy. The Fund ended the quarter with net long positioning in U.S. and European fixed income, with few short positions in the short maturities.

 

Foreign exchange was the worst sector for the Fund during this period. The U.S. Dollar continued to decline against most currencies as the Trump administration could not make progress in the U.S. Congress on its economic agenda. The Fund reversed its short positioning in Euro as regional growth improved and political conditions stabilized. There were losses during the transition from a short to long Euro. Mexican Peso was a notable positive contributor as the strategy maintained a high conviction long position during the quarter. Interest rates in Mexico increased as economic growth was stable and inflation was higher than the central bank’s target.

 

Commodities positions resulted in mixed performance during this period as there were gains in softs and livestock, while energy and metals sectors detracted. The Fund switched from long to short positions in crude products as OPEC led supply cuts weren’t sufficient to curb feedstock levels. Crude products and natural gas were among the worst detractors for the period. Elsewhere, short sugar, coffee and long cattle positions were among the top contributors.

 

Heading into the third quarter of 2017, the fund is well positioned for a continuation in the rally in U.S. and European equities, weakness in the U.S. dollar against Euro, and decline in energy and grains markets.

 

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 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.

 

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.

 

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Table of Contents

 

Clearing and transaction fees are based on the number of round turns made in the Master Fund’s account.  The asset based brokerage fee paid to UBS Securities was calculated as a percentage of the Fund’s capital account balance at the Master Fund as of the end of each month.  Clearing and transaction fees of the Master Fund for the three and six months ended June 30, 2017 were $51,176 and $96,326. Brokerage, clearing and transaction fees of the Master Fund for the three and six months ended June 30, 2016 were $1,768,169 and $3,498,496.  The decrease in brokerage, clearing and transaction fees for the period ended June 30, 2017 as compared to the corresponding period in 2016 is a result of the change in fees paid to certain service providers to the Fund and Master Fund.

 

Ongoing selling agent 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, subscriptions and redemptions.

 

Ongoing selling agent fees of the Fund for the three and six months ended June 30, 2017 were $1,663,909 and $3,347,232, respectively. The ongoing selling agent fee was instituted in the third quarter of 2016.

 

Advisory fees are calculated as a percentage of the Fund’s adjusted 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, 2017 and 2016 were $710,924 and $737,388, respectively.  The calculation of advisory fees for the three months ended June 30, 2017 and 2016 was based on a monthly average net asset value of $189,579,569 and $196,636,972, respectively.  The decrease in advisory fees for the three months ended June 30, 2017 as compared to the corresponding period in 2016 is due to a decrease in the average net assets.

 

Advisory fees of the Fund for the six months ended June 30, 2017 and 2016 were $1,430,152 and $1,457,337, respectively.  The calculation of advisory fees for the six months ended June 30, 2017 and 2016 was based on a monthly average net asset value of $190,686,914 and $194,311,655, respectively.  The decrease in advisory fees for the six months ended June 30, 2017 as compared to the corresponding period in 2016 is due to a decrease in the average net assets.

 

Administrative fees are paid to Sydling for administering the business and affairs of the Fund.  Sydling pays a portion of the administrative fee to the Administrator.  These fees are calculated as a percentage of the Fund’s adjusted 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, 2017 and 2016 were $236,974 and $245,796, respectively.  The calculation of administrative fees for the three months ended June 30, 2017 and 2016 was based on a monthly average net asset value of $189,579,569 and $196,636,972, respectively.  The decrease in administrative fees for the three months ended June 30, 2017 as compared to the corresponding period in 2016 is due to a decrease in the average net assets.

 

Administrative fees of the Fund for the six months ended June 30, 2017 and 2016 were $476,717 and $485,779, respectively.  The calculation of administrative fees for the six months ended June 30, 2017 and 2016 was based on a monthly average net asset value of $190,686,914 and $194,311,655, respectively.  The decrease in administrative fees for the six months ended June 30, 2017 as compared to the corresponding period in 2016 is due to a decrease 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 among the Master Fund, the Fund, Sydling and the Advisor. There were no incentive fees earned during the three and six months ended June 30, 2017. Incentive fees earned for the three and six months ended June 30, 2016 were $410,292.

 

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.

 

Quantifying the Fund’s Trading Value at Risk

 

The following quantitative disclosures regarding the Master Fund’s and the Fund’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor except for statements of historical fact (such as the terms of particular contracts and the number of market risk sensitive instruments held during or at the end of the reporting period).

 

“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, 2017 and December 31, 2016, and the highest, lowest and average value during the three months ended June 30, 2017 and the twelve months ended December 31, 2016. 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 for the fiscal year ended December 31, 2016.

 

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As of June 30, 2017, the Master Fund’s total capitalization was $183,508,400, 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, 2017 was as follows:

 

 

 

 

 

 

 

Three Months ended June 30, 2017 (unaudited)

 

Market Sector

 

Value
at Risk

 

% of Total
Capitalization

 

High Value
at Risk

 

Low Value
at Risk

 

Average Value
at Risk*

 

Currencies

 

$

2,253,504

 

1.23

%

$

3,496,716

 

$

2,208,163

 

$

2,582,800

 

Energy

 

$

825,939

 

0.45

%

$

825,939

 

$

320,730

 

$

592,242

 

Grains

 

$

1,583,274

 

0.86

%

$

2,081,263

 

$

1,284,197

 

$

1,756,581

 

Index

 

$

6,530,610

 

3.56

%

$

9,454,778

 

$

6,530,610

 

$

7,805,883

 

Interest Rate Non-U.S.

 

$

2,677,005

 

1.46

%

$

3,604,431

 

$

2,330,224

 

$

2,976,534

 

Interest Rate U.S.

 

$

2,322,206

 

1.27

%

$

4,584,662

 

$

1,919,420

 

$

2,665,226

 

Livestock

 

$

296,545

 

0.16

%

$

339,149

 

$

247,737

 

$

283,229

 

Lumber

 

$

2,180

 

% **

$

7,162

 

$

2,180

 

$

5,792

 

Metals

 

$

636,699

 

0.35

%

$

817,752

 

$

437,516

 

$

619,285

 

Softs

 

$

1,118,865

 

0.60

%

$

1,121,764

 

$

596,193

 

$

859,435

 

Total

 

$

18,246,827

 

9.94

%

 

 

 

 

 

 

 


*Average daily Value at Risk.

** Due to rounding

 

As of December 31, 2016, the Master Fund’s total capitalization was $189,623,008 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, 2016 was as follows:

 

December 31, 2016

(unaudited)

 

Market Sector

 

Value
at Risk

 

% of Total
Capitalization

 

High Value
at Risk

 

Low Value
at Risk

 

Average Value
at Risk*

 

Currencies

 

$

1,386,270

 

0.73

%

$

4,637,893

 

$

431,807

 

$

2,678,022

 

Energy

 

$

276,209

 

0.15

%

$

1,688,877

 

$

96,434

 

$

805,200

 

Grains

 

$

1,748,887

 

0.92

%

$

2,152,013

 

$

104,940

 

$

1,495,412

 

Index

 

$

4,755,942

 

2.51

%

$

6,180,432

 

$

1,866,050

 

$

3,568,653

 

Interest Rate Non-U.S.

 

$

800,543

 

0.42

%

$

5,683,422

 

$

245,896

 

$

3,566,156

 

Interest Rate U.S.

 

$

4,409,299

 

2.33

%

$

7,637,376

 

$

119,709

 

$

5,369,918

 

Livestock

 

$

193,346

 

0.10

%

$

416,644

 

$

 

$

254,784

 

Lumber

 

$

2,511

 

% **

$

8,390

 

$

 

$

5,598

 

Metals

 

$

719,708

 

0.38

%

$

1,374,628

 

$

120,620

 

$

781,454

 

Softs

 

$

676,647

 

0.36

%

$

797,902

 

$

22,955

 

$

521,678

 

Total

 

$

14,969,362

 

7.90

%

 

 

 

 

 

 

 


*Average daily Value at Risk.

** Due to rounding

 

23



Table of Contents

 

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 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, 2017 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, 2017 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, 2016 as updated by the Fund’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. There are no material legal proceedings pending against the Fund and Sydling.

 

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, 2016 and under Part II, Item 1A. “Risk Factors”  in the Fund’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

 

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

 

For the three months ended June 30, 2017, there were additional subscriptions of 6,851.619 Redeemable Units totaling $7,652,600. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act 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, 2017 – April 30, 2017

 

1,646.053

 

$

1,111.68

 

N/A

 

N/A

 

May 1, 2017 – May 31, 2017

 

2,551.107

 

$

1,111.27

 

N/A

 

N/A

 

June 1, 2017 – June 30, 2017

 

2,091.971

 

$

1,078.45

 

N/A

 

N/A

 

Total

 

6,289.131

 

$

1,100.47

 

 

 

 

 

 


* Generally, Members are permitted to redeem their Redeemable Units as of the end of each month on five 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

 

Limited Liability Company 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

 

Selling Agent 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).

 

 

 

(b)

 

Second Amended and Restated Selling Agent Agreement between the Fund and UBS Financial Services (filed as exhibit 10.2(b) to the Form 10-Q filed on November 14, 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 among the Master Fund, the Fund, Sydling 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 until June 30, 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 until June 30, 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).

 

 

 

(c)

 

Letter from Sydling extending the Trading Advisory Agreement until June 30, 2017, dated June 16, 2016 (filed as Exhibit 10.4(c) to the Form 10-Q filed on November 14, 2016 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)

 

First Amended and Restated Fee Arrangement Agreement among Sydling, the Master Fund and UBS Securities (filed as Exhibit 10.5 to the Form 10-Q filed on August 15, 2016 and incorporated herein by reference).

 

 

 

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 Chief Financial Officer filed herewith).

 

 

 

Exhibit 32.1

 

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

 

 

 

Exhibit 32.2

 

Section 1350 Certification (Certification of Chief Financial Officer 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).

 

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Table of Contents

 

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.

 

 

 

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 14, 2017

 

 

28