UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-K

 

x

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

 

For the fiscal year ended December 31, 2020

 

OR

 

¨

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		90-0887130
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

c/o UBS Alternatives LLC

1285 Avenue of the Americas, 8^th Floor

New York, NY 10019

(Address and Zip Code of principal executive offices)

 

(800) 580-2359

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Redeemable Units of Limited Liability Company Interest

(Title of Class)

 

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

 

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

 

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 ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. x.

 

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 ¨

Accelerated filer ¨

Non-accelerated filer x

Smaller reporting company ¨ Emerging growth company ¨

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x 69,242.398 Limited Liability Company Redeemable Units with an aggregate value of $58,726,893 were outstanding and held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

As of February 28, 2021, 37,860.117 Limited Liability Company Redeemable Units were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

[None]

 

 

PART I

 

Item 1. Business.

 

(a) General Development of Business. 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 seek 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 transactions as well as other derivative transactions with the approval of the Fund’s commodity pool operator (“CPO”) and trading manager, Sydling Futures Management LLC (“Sydling”).

 

The Fund pursues its objective by investing substantially all of its assets in Sydling WNT Master Fund LLC (the “Master Fund”), a Delaware limited liability company formed on August 7, 2012. The Fund does not currently intend to trade commodity interests directly. The Master Fund was organized to permit accounts managed by Winton Capital Management Limited (the “Advisor”), the Fund’s advisor, that use the same program to invest together in one trading vehicle.

 

During the initial offering period (September 30, 2012 through February 18, 2013), the Fund sold 26,182.375 redeemable units of limited liability company interest (“Redeemable Units”) at $1,000 per Redeemable Unit. No securities which represent an equity interest or any other interest in the Fund trade on any public market. The Fund privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Fund. Subscriptions and redemptions of Redeemable Units and Member Designee’s (defined below) contributions for the years ended December 31, 2020, 2019 and 2018 are reported in the Statement of Changes in Members’ Capital under “Item 8. Financial Statements and Supplementary Data.”

 

The Fund is member-managed for purposes of Delaware law. Pursuant to the Fund’s amended and restated 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 (the “Member Designee”) to act as the Fund’s CPO and trading manager. Accordingly, the Members have delegated all of their rights, powers, duties and obligations to manage and control the business and affairs of the Fund to Sydling except for (i) their right under the LLC Agreement to vote on amendments to the LLC Agreement, (ii) their right under the LLC Agreement to call a meeting of the Members, or (iii) their right under the LLC Agreement to vote to revoke the delegation of rights and powers to Sydling. The Fund has no principals or employees. The Fund is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a mutual fund or otherwise.

 

Sydling is registered as a CPO and a commodity trading advisor with the Commodity Futures Trading Commission (“CFTC”) 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 2016, 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. Sydling was formed pursuant to authorization by UBS Alternatives LLC. Each of the Fund and the Master Fund were formed pursuant to authorization by Sydling. In order to form the Fund and the Master Fund, Sydling also acted as the initial member of each.

 

Effective February 19, 2013, the Fund allocated substantially all of its assets to the Master Fund. The Fund maintains a capital account balance at the Master Fund, the initial balance of which was $26,207,375. As of December 31, 2020, the Advisor trades the Fund’s assets in accordance with the Diversified Macro Strategies at 150% leverage (the “Program”). A description of the trading activities and focus of the Advisor is included under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Sydling also acts as the trading manager of the Master Fund. Sydling and the Advisor believe that trading through this structure should promote efficiency and economy in the trading process. As of December 31, 2020 and 2019, the Fund owned 100% of the Master Fund. The Fund intends to continue to invest substantially all of its assets in the Master Fund. The performance of the Fund is directly affected by the performance of the Master Fund. Expenses to investors as a result of the investment in the Master Fund are approximately the same and redemption rights are not affected.

 

Although the Fund allocates substantially all of its assets to the Master Fund, the Fund’s net asset value may, at times, be less than its capital account balance at the Master Fund because the Fund’s capital account balance at the Master Fund does not account for expenses accrued at the Fund level. Such Fund-level expenses reduce the Fund’s net asset value.

 

The Fund is currently the only member of the Master Fund. To the extent an investor other than the Fund becomes a member of the Master Fund, a separate capital account will be established and maintained on the books of the Master Fund for such investor.

 

 

Under the LLC Agreement, Sydling has responsibility for the administration of the business and affairs of the Fund, but may delegate trading discretion to one or more trading advisors. The Fund and the Master Fund have entered into a trading manager agreement (the “Trading Manager Agreement”), with Sydling, pursuant to which Sydling has sole authority and responsibility, as one of the Fund’s and the Master Fund’s agents and attorneys-in-fact, for the selection, monitoring and termination of commodity trading advisor(s) to direct the investment and reinvestment of the assets of the Fund and the Master Fund. The Fund pays Sydling a monthly administrative fee in return for its services to the Fund equal to 1/12 of 0.5% (0.5% per year) of adjusted month-end net assets of the Fund. The Trading Manager Agreement remains in force unless and until terminated by any party by giving the other parties not less than thirty (30) days’ prior written notice.

 

Sydling, on behalf of the Fund, has entered into an administration agreement with BNY Mellon Investment Servicing (US) Inc. (the “Administrator”). The Administrator will assist Sydling in performing certain day-to-day tasks on behalf of the Fund, including but not limited to, calculating daily or periodic portfolio valuations, reconciling cash and portfolio positions, providing portfolio reporting, maintaining books and records and calculating all Fund fees. Sydling will pay a portion of the administrative fee it receives from the Fund to the Administrator.

 

Sydling, on behalf of the Fund, has entered into a trading advisory agreement (the “Trading Advisory Agreement”), with the Advisor, a registered commodity trading advisor, pursuant to which the Advisor manages the Fund’s assets. The Fund pays the Advisor a monthly advisory fee equal to 1/12 of 1.5% (1.5% per year) of the Fund’s adjusted month-end net assets. The Advisor is also paid a quarterly incentive fee equal to 20% of new trading profits earned by the Advisor for the Fund during each calendar quarter. The Trading Advisory Agreement remains in force unless and until terminated by any party by giving the other party not less than thirty (30) days’ written notice. At any time during the term of the Trading Advisory Agreement, Sydling may elect immediately to terminate the Trading Advisory Agreement by giving written notice to the Advisor (i) upon any material adverse change in the financial condition of the Advisor, which in the opinion of the Advisor might reasonably be expected to materially impair its ability to discharge its obligations under the Trading Advisory Agreement, (ii) if either of Messrs. David W. Harding or Matthew D. Beddall ceases to commit the time and attention necessary to perform his respective duties to the Advisor in respect of its obligations to the Master Fund, dies or has given notice to resign from his employment or directorship with the Advisor, (iii) if there is an occurrence of any material change of control with respect to the Advisor other than internal re-organization or amalgamation, or (iv) if the Master Fund, acting reasonably and in good faith, determines that the Advisor unreasonably withholds its consent to a liquidation as discussed in the Trading Advisory Agreement. Sydling currently expects that the Advisor will continue to be the Fund’s sole trading advisor.

 

UBS Financial Services Inc. (“UBS Financial Services”) acts as the Fund’s selling agent pursuant to a selling agreement, dated as of December 6, 2012. UBS Financial Services will pay a portion of the selling agent fee to the financial advisors who have sold Redeemable Units. The Fund may engage additional selling agents in the future.

 

The Master Fund’s trading of futures, swap and option contracts, if applicable, on commodities is done primarily on U.S. commodity exchanges and foreign commodity exchanges. It engages in such trading through a commodity brokerage account maintained with UBS Securities LLC (“UBS Securities”). UBS Securities acts as the Master Fund’s commodity broker, pursuant to a customer agreement, dated as of September 1, 2011 (the “Customer Agreement”), by and between the Master Fund and UBS Securities. The Master Fund pays or reimburses UBS Securities for the Fund’s actual floor brokerage, exchange, clearing, give-up, user and NFA fees, which are payable on a per transaction basis. These transaction costs are estimated to be 0.10% of the Fund’s capital account balance per year. Such brokerage and transaction fees are deducted from the Fund’s capital account at 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.

 

For the period January 1, 2020 through December 31, 2020, the approximate average market sector allocations for the Fund were 15% Currencies, 9% Energy, 10% Grains, 9% Indices, 17% Non-U.S. Interest Rates, 19% U.S. Interest Rates, 2% Livestock, 11% Metals and 8% Softs.

 

All of the Master Fund’s assets are deposited in commodity brokerage accounts with UBS Securities and are maintained in cash or in U.S. government securities and segregated as customer funds.  On amounts maintained in cash at UBS Securities, the Fund will receive, through its investment in the Master Fund, monthly interest on its allocable share of 100% of the average daily equity maintained in cash in the Master Fund’s brokerage account at a rate equal to the monthly average 30-day U.S. Treasury bill rate.  Any interest earned in the Master Fund’s account in excess of the amounts due to the Fund and any other feeder fund, as described above, if any, will be retained by Sydling.  Funds held by counterparties as collateral in connection with swap transactions will earn interest at a rate agreed upon between the parties to the transaction.

 

 

Sydling may, in its sole discretion, direct UBS Securities to place up to all of the Fund’s assets in Treasury bills.  The Fund will receive its allocable share of 100% of the interest earned on Treasury bills purchased for the Master Fund, if any.

 

Funds held in connection with non-U.S. contracts, if any, may be held in secured amount accounts with depositories located outside of the United States or its territories.

 

(b) Financial Information about Segments. The Fund’s business consists of only one segment, speculative trading of commodity interests. The Fund does not engage in sales of goods or services. The Fund’s net income (loss) from operations for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 are set forth under “Item 6. Selected Financial Data.” The Fund’s capital as of December 31, 2020, was $33,949,966.

 

(c) Narrative Description of Business.

 

See Paragraphs (a) and (b) above.

 

(i) through (xii) — Not applicable.

 

(xiii) — The Fund has no employees.

 

(d) Financial Information About Geographic Areas. The Fund does not engage in sales of goods or services or own any long-lived assets, and therefore this item is not applicable.

 

(e) Available Information. The Fund does not have an Internet address. The Fund will provide paper copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports free of charge upon request.

 

(f) Reports to Security Holders. Not applicable.

 

(g) Enforceability of Civil Liabilities Against Foreign Persons. Not applicable.

 

(h) Smaller Reporting Companies. Not applicable.

 

Item 1A. Risk Factors.

 

Risks Relating to our Business

 

As a result of leverage, small changes in the price of the Fund’s positions may result in substantial losses.

 

Good faith or margin deposits normally required in commodity futures trading may range from 1% to 25% of the face value of the contract. As a result of this leverage, a small change in the market price of a contract can produce major losses. For example, $2,700 in margin may be required to hold one crude oil futures contract with a face value of approximately $27,000. Thus, a $2,700 or 10% decrease in the value of that contract would cause a total loss of the margin deposit. The amount of margin required to be deposited with respect to an individual futures contract is determined by the exchange upon which the contract is traded and may be changed by the exchange at any time. The Fund does not have control over such margin requirements.

 

An investor may lose all of their investment.

 

Due to the speculative nature of trading commodity interests, an investor could lose all of their investment in the Fund.

 

 

The Fund will pay substantial fees and expenses regardless of profitability.

 

Regardless of its trading performance, the Fund will incur fees and expenses, including but not limited to, selling agent fees, administrative fees, management fees and trading and transaction fees. Fees will be paid to the Advisor even if the Fund experiences a net loss for the full year.

 

An investor’s ability to redeem or transfer Redeemable Units is limited.

 

An investor’s ability to redeem units is limited and no market exists for the Redeemable Units.

 

Conflicts of interest exist.

 

The Fund is subject to numerous conflicts of interest including those that arise from the facts that:

 

1.    The Member Designee and the Fund’s/Master Fund’s commodity broker are affiliates;

 

2.

The Advisor, the Fund’s/Master Fund’s commodity broker and their principals and affiliates may trade in commodity interests for their own accounts; and

 

3.    An investor’s financial advisor will receive ongoing compensation for providing services to the investor’s account.

 

Investing in Redeemable Units may not provide the desired diversification of an investor’s overall portfolio.

 

The Fund will not provide any benefit of diversification of an investor’s overall portfolio unless it is profitable and produces returns that are independent from stock and bond market returns.

 

Past performance is no assurance of future results.

 

The Advisor’s trading strategies may not perform as they have performed in the past, and past performance does not necessarily predict future results. The Advisor has from time to time incurred substantial losses in trading on behalf of clients.

 

An investor’s tax liability may exceed cash distributions.

 

Investors are taxed on their share of the Fund’s income, even though the Fund does not intend to make any distributions.

 

Regulatory changes could restrict the Fund’s operations.

 

Federal agencies including the SEC, the CFTC and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) regulate certain activities of the Fund, Sydling and the Advisor. Regulatory changes could adversely affect the Fund by restricting its trading activities and/or increasing the costs or taxes to which the investors are subject. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), among other things, grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the over the counter (“OTC”) derivatives market. The implementation of the Dodd-Frank Act could adversely affect the Fund by increasing transaction and/or regulatory compliance costs. In addition, greater regulatory scrutiny may increase the Fund’s and Sydling’s exposure to potential liabilities. Increased regulatory oversight can also impose administrative burdens on Sydling, including, without limitation, responding to investigations and implementing new policies and procedures. As a result, Sydling’s time, attention and resources may be diverted from portfolio management activities.

 

The enactment of the Dodd-Frank Act has resulted in enhanced regulation by the Federal Reserve and may result in enhanced regulation of certain affiliates of UBS AG by the Office of the Comptroller of the Currency. For example, the Dodd-Frank Act generally requires that, in order for an entity to maintain its status as a financial holding company under the Bank Holding Company Act, it and each of its depository institution subsidiaries must be well capitalized and well managed, as those terms are defined by the Federal Reserve. The Dodd-Frank Act also grants the Federal Reserve greater regulatory authority over the subsidiaries of a bank holding company. The Dodd-Frank Act subjected all bank holding companies and foreign banks with more than $50 billion in assets to enhanced supervision and prudential regulation. In 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act created a more tiered enhanced prudential standards regime for banks. It exempted domestic banks with assets between $50 billion and $100 billion from enhanced regulation. The Federal Reserve was granted discretion to apply most individual enhanced prudential provisions to domestic banks with between $100 billion and $250 billion in assets on a case-by-case basis if it would promote financial stability or the institutions’ safety and soundness. Banks that have been designated as Global-Systemically Important Banks (GSIBs) and banks with more than $250 billion in assets remained subject to all Dodd-Frank Act enhanced prudential regulation requirements. The Federal Reserve also applies higher capital and liquidity requirements to bank holding companies with more than $100 billion in consolidated assets than to other bank holding companies.

 

 

Speculative position and trading limits may reduce profitability.

 

The CFTC and U.S. exchanges have established “speculative position limits” on the maximum net long or net short positions which any person or group of persons may hold or control in particular futures and options on futures. . In January 2021, the CFTC finalized new rules that impose position limits on certain futures and option contracts and physical commodity swaps that are “economically equivalent” to such contracts. In addition to speculative position limits, most commodity exchanges also limit fluctuations in futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Such regulations could have an adverse effect on the Advisor’s trading for the Fund. The trading instructions of the Advisor may have to be modified, and positions held by the Fund may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Fund by increasing transaction costs to liquidate positions and limiting potential profits on liquidated positions.

 

The Member Designee, the Fund and the Master Fund and their respective service providers and operations are potentially vulnerable to cyber-security attacks or incidents.

 

Like other business enterprises, the use of the internet and other electronic media and technology exposes the Member Designee, the Fund, the Master Fund and their service providers, and operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber events”). Cyber events may include, for example, unauthorized access to systems, networks or devices, infection from computer viruses or other malicious software code, mishandling or misuse of information and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber events, unintentional cyber events can occur. Unintentional cyber events may include, for example, the inadvertent release of confidential information, the mishandling or misuse of information and/or technological limitations or hardware failures (in the markets or otherwise) that constrain the Fund’s and the Master Fund’s ability to gather, process and communicate information efficiently and securely, without interruption.

 

Any cyber event could adversely affect the Fund’s and/or the Master Fund’s business, financial condition or results of operations and cause the Fund and/or the Master Fund to incur financial loss and expense, as well as face exposure to regulatory penalties or legal claims, reputational damage and additional costs associated with corrective measures. A cyber-security breach could also jeopardize a limited partner’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the Member Designee's or a service provider’s computer systems. A cyber event may cause the Fund, the Master Fund or their respective service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate the Fund’s and/or the Master Fund’s net asset value, or allow investors to transact business) and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Fund and/or the Master Fund or their respective service providers.

 

The nature of malicious cyber-attacks is becoming increasingly sophisticated and none of the Member Designee, the Fund nor the Master Fund can control whether a cyber event will adversely affect cyber-security systems of the Advisor or other third-party service providers.

 

Certain impacts to public health conditions particular to the coronavirus (COVID-19) outbreak that occurred may have a significant negative impact on the operations and profitability of the Master Funds' investments. The extent of the impact to the financial performance of the Master Fund will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

 

Taxation Risks

 

You may have tax liability attributable to your interest in the Fund even if you have received no distributions and redeemed no units and even if the Fund generated a loss.

 

If the Fund has profit for a taxable year, the profit will be includible in your taxable income, whether or not cash or other property is actually distributed to you by the Fund. The Fund presently does not intend to make any distributions from the Fund. Accordingly, it is anticipated that U.S. federal income taxes on your allocable share of the Funds’ profits will exceed the amount of distributions to you, if any, for a taxable year, so that you must be prepared to fund any tax liability from redemptions of Redeemable Units or other sources. In addition, the Fund may have capital losses from trading activities that cannot be deducted against the Fund’s ordinary income (e.g., interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Fund generates a net loss.

 

 

The Fund’s tax returns could be audited.

 

The Internal Revenue Service (the “IRS”) could audit the Fund’s U.S. federal income tax returns. If an audit results in an adjustment to the Fund’s tax return, Members could be required to file amended returns and pay additional tax. For tax years beginning on or after January 1, 2018, audits of the Fund generally will be conducted at the Fund level and any adjustment that results in additional tax (including interest and penalties thereon) will be assessed and collected at the Fund level in the current taxable year, with the current partners indirectly bearing such cost, unless the Fund makes an election to issue adjusted K-1s to those Members that were Members in the taxable year subject to audit. Therefore, unless the Fund elects otherwise, the Fund may be directly responsible in the current taxable year for the income tax liability resulting from an audit adjustment that relates to a prior taxable year in which a current Members did not own an interest in the Fund or in which the Members’s ownership percentage has since changed.

 

You will recognize short-term capital gain.

 

Profits on futures contracts traded in regulated U.S. and some foreign exchanges, foreign currency contracts traded in the interbank market, and U.S. and some foreign exchange-traded options on commodities are generally taxed as short-term capital gain to the extent of 40% of gains with respect to section 1256 contracts and at least 50% of the gain arising from a mixed straddle account and are currently taxed at a maximum marginal ordinary U.S. federal income tax rate of 37%.

 

The IRS could take the position that deductions for certain Fund expenses are subject to various limitations.

 

Non-corporate taxpayers are subject to certain limitations for deductions for “investment advisory expenses” for U.S. federal income tax and alternative minimum tax purposes. Between 2017 and 2025, deductions for these expenses are not allowed.  The IRS could argue that certain Fund expenses are investment advisory expenses. Prospective investors should discuss with their tax advisors the tax consequences of an investment in the Fund.

 

Tax laws are subject to change at any time.

 

Tax laws and court and IRS interpretations thereof, are subject to change at any time, possibly with retroactive effect. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors.

 

Non-U.S. investors may face exchange rate risk and local tax consequences.

 

Non-U.S. investors should note that Redeemable Units are denominated in U.S. dollars and that changes in rates of exchange between currencies may cause the value of their investment to decrease or to increase. Non-U.S. investors should consult their own tax advisors concerning the applicable U.S. and foreign tax implications of this investment.

 

Item 2. Properties.

 

The Fund does not own or lease any properties. The Member Designee operates out of facilities provided by UBS Financial Services.

 

Item 3. Legal Proceedings. -

 

There are no material legal proceedings pending against the Fund or Member Designee.

 

Item 4. Mine Safety Disclosures. Not Applicable.

 

 

PART II

 

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

 

(a)

Market Information. The Fund has issued no stock. There is no public market for the Redeemable Units.

 

(b)

Holders. The number of holders of Redeemable Units as of December 31, 2020, was 496.

 

(c)

Dividends. The Fund did not declare a distribution in 2020 or 2019. The Fund does not intend to declare distributions in the foreseeable future.

 

(d)

Securities Authorized for Issuance Under Equity Compensation Plans. None.

 

(e)

Performance Graph. Not applicable.

 

(f)

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities. For the twelve months ended December 31, 2020, there were additional subscriptions of 992.720 Redeemable Units totaling $1,026,430. For the twelve months ended December 31, 2019, there were additional subscriptions of 4,666.710 Redeemable Units totaling $5,263,000. For the twelve months ended December 31, 2018, there were additional subscriptions of 10,901.036 Redeemable Units totaling $12,779,900. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Exchange Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder (“Regulation D”). The Redeemable Units were purchased by accredited investors as described in Regulation D. In determining the applicability of the exemption, the Member Designee relied on the fact that the Redeemable Units were purchased by accredited investors in a private offering.

 

Proceeds from the additional subscriptions of Redeemable Units are used in the trading of commodity interests including futures contracts, swaps, options and forward contracts and any other interests pertaining thereto, including interests in commodity pools.

 

(g)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

 

The following chart sets forth the purchases of Redeemable Units by the Fund in the fourth quarter of 2020.

 

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
October 1, 2020 — October 31, 2020			5,955.918			$	775.50			N/A		N/A
November 1, 2020 — November 30, 2020			5,544.797			$	761.37			N/A		N/A
December 1, 2020 — December 31, 2020			3,287.329			$	810.98			N/A		N/A
			14,788.044			$	782.62			N/A		N/A

 

*

Generally, members are permitted to redeem their Redeemable Units as of the end of each month on five business days’ notice to the Member Designee (provided Redeemable Units have been held for three months). Under certain circumstances, the Member Designee can compel redemption, although to date the Member Designee 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 last day of each month at the net asset value per Redeemable Unit as of that day.

 

 

Item 6.  Selected Financial Data.

 

Total trading results, interest income, net income (loss), net income (loss) per unit of Members' capital for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 were as follows:

 

		2020				2019				2018				2017				2016
Total trading results		$	(20,941,340	)		$	1,563,461			$	(1,227,601	)		$	18,222,946			$	(2,515,321	)
Total expenses			3,965,104				7,445,590				10,859,251				11,071,089				11,782,846
Interest income allocated from Master Fund			641,078				2,784,628				3,329,852				1,609,322				473,865
Net income (loss)		$	(24,265,366	)		$	(3,097,501	)		$	(8,757,000	)		$	8,761,179			$	(13,824,302	)
Net income (loss) per unit of Members' capital*		$	(289.05	)		$	(26.59	)		$	(58.74	)		$	58.35			$	(75.18	)
Members' capital per unit		$	810.98			$	1,100.03			$	1,126.62			$	1,185.36			$	1,127.01
Total assets		$	36,851,786			$	101,879,823			$	168,596,780			$	186,654,431			$	193,320,916

 

* Represents the changes in Members' capital per unit

 

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

 

Overview

 

The Fund, through its investment in the Master Fund, seeks to achieve capital appreciation through speculative trading, directly or indirectly, in U.S. and international futures, options on futures and forward markets. The Fund may also engage in swap transactions as well as other derivative transactions with the approval of the Member Designee.

 

The Member Designee manages all business of the Fund/Master Fund. The Member Designee has delegated its responsibility for the investment of the Fund’s assets to the Advisor. The Fund has invested these assets in the Master Fund. The Member Designee has a team of approximately 25 professionals whose primary emphasis is on attempting to maintain quality control among the advisors to the funds operated or managed by the Member Designee. The Member Designee’s due diligence professionals use proprietary technology and on-site evaluations to identify, select and monitor new and existing futures money managers. The accounting and operations staff provide processing of subscriptions and redemptions and reporting to members and regulatory authorities. The Member Designee also includes staff involved in marketing and sales support. In selecting the advisor for the Fund/Master Fund, the Member Designee considered past performance, trading style, volatility of markets traded and fee requirements.

 

Responsibilities of the Member Designee include:

 

·  due diligence examinations of the Advisor;

 

·  selection, appointment and termination of the Advisor;

 

·   negotiation of the Trading Advisory Agreement; and

 

·  monitoring the activity of the Advisor.

 

In addition, the Member Designee relies on the Fund’s Administrator to prepare and maintain the Fund’s books and records and along with the Fund’s Administrator provides the administrative and compliance services that are required by law or regulation from time to time in connection with operation of the Fund/Master Fund. These services include the preparation of reports to members, government agencies and regulators; computation of net asset value; calculation of fees; assistance in connection with subscriptions, redemptions and member communications; and preparation of offering documents and sales literature.

 

The Member Designee seeks the best prices and services available in its commodity futures brokerage transactions.

 

 

Winton Capital Management Limited

 

The Fund’s assets allocated to the Advisor for trading are not invested in commodity interests directly. The Advisor’s allocation of the Fund’s assets is currently invested in the Master Fund. The Advisor trades the Master Fund’s, and thereby the Fund's, assets in accordance with the Program.

 

The investment objective of the Program is to achieve long-term investment growth.

 

The Program's investment strategy follows a disciplined investment process that is based on statistical analysis of historical data. The initial stage of the process involves collecting, cleaning and organizing large amounts of data. The Advisor uses a wide variety of data inputs including factors that are intrinsic to markets, such as price, volume and open interest; and those that are external to markets, such as economic statistics, industrial and commodity data and public company financial data. The Advisor conducts statistical research into the data in an attempt to quantify the probability of particular markets rising or falling, conditional on a variety of quantifiable factors. The Advisor’s research is used to develop mathematical models that attempt to forecast market returns, the variability or volatility associated with such returns (often described as “risk”), and the correlation between markets and transaction costs. These forecasts are used in investment strategies that determine what positions should be held to maximize profit within a certain range of risk. As a result of the Advisor’s research, the Advisor expects that the investments made in accordance with this process will have an improved chance of being successful which is expected to lead to profits over the long-term.

 

The Advisor’s investment strategy is operated as an automated, computer-based investment system. The Program is modified over time as the Advisor monitors its operation and undertakes further research. Changes to the Program occur as a result of, amongst other things, the discovery of new relationships, changes in market liquidity, the availability of new data or the reinterpretation of existing data.

 

Most of the Advisor’s investment decisions are made strictly in accordance with the output of the Program. However, the Advisor may, in exceptional circumstances (such as the occurrence of events that fall outside the input parameters of the Program), make investment decisions based on other factors and take action to override the output of the Program to seek to protect the interests of investors.

 

The Advisor does not take any responsibility for the accuracy or completeness of the contents of this document, any representations made herein, or the performance of the Fund/Master Fund. The Advisor disclaims any liability for any direct, indirect, consequential or other losses or damages, including loss of profits incurred by members or by any third party that may arise from any reliance on this document. The Advisor is neither responsible for, nor involved in, the marketing, distribution or sales of shares or interests in the Fund and is not responsible for compliance with any marketing or promotion laws, rules or regulations; and no third party other than the Advisor is authorized to make any statement about any of the Advisor’s products or services in connection with any such marketing, distribution or sales. Past performance by any other fund advised by the Advisor is not indicative of any future performance by the Fund/Master Fund.

 

(a) Liquidity.

 

The Fund does not engage in sales of goods or services. Its only assets are its investment in the Master Fund and cash. The Master Fund does not engage in the sale of goods or services. The Master Fund’s only assets are the equity in its trading accounts, consisting of cash and cash equivalents, net unrealized appreciation of open futures contracts, net unrealized appreciation on forward contracts and options, if applicable. Because of the low margin deposits normally required in commodity 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 year ended December 31, 2020.

 

 

To minimize the risk relating to low margin deposits, the Master Fund follows certain trading policies, including:

 

(i)

The Master Fund invests its assets only in commodity interests that the Advisor believes are traded in sufficient volume to permit ease of taking and liquidating positions. Sufficient volume, in this context, refers to a level of liquidity that the Advisor believes will permit it to enter and exit trades without noticeably moving the market.

 

(ii)

The Advisor will not initiate additional positions in any commodity if these positions would result in aggregate positions requiring a margin of more than 66 2/3% of the Master Fund’s net assets allocated to the Advisor.

 

(iii)

The Master Fund may occasionally accept delivery of a commodity. Unless such delivery is disposed of promptly by retendering the warehouse receipt representing the delivery to the appropriate clearinghouse, the physical commodity position is fully hedged.

 

(iv)

The Master Fund does not employ the trading technique commonly known as “pyramiding,” in which the speculator uses unrealized profits on existing positions as margin for the purchases or sale of additional positions in the same or related commodities.

 

(v)

The Master Fund does not utilize borrowings other than short-term borrowings if the Master Fund takes delivery of any cash commodities.

 

(vi)

The Advisor may, from time to time, employ trading strategies such as spreads or straddles on behalf of the Master Fund. “Spreads” and “Straddles” describe commodity futures trading strategies involving the simultaneous buying and selling of futures contracts on the same commodity but involving different delivery dates or markets.

 

(vii)

The Master Fund will not permit the churning of its commodity trading account. The term “churning” refers to the practice of entering and exiting trades with a frequency unwarranted by legitimate efforts to profit from the trades, driven by the desire to generate commission income.

 

For the year ended December 31, 2020, the Fund’s average margin to equity ratio (i.e., the percentage of assets on deposit required for margin) was approximately 11.26%. The foregoing margin to equity ratio takes into account cash held in the Fund’s name, as well as the allocable value of the positions and cash held on behalf of the Fund in the name of the Master Fund.

 

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 or OTC. Exchange-traded instruments are standardized and include futures and certain forward, swap and option contracts. OTC contracts are negotiated between contracting parties and include certain swaps, forwards and options contracts. 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 instruments because of the greater risk of default by the counterparty to an OTC contract. For the years ended December 31, 2020, 2019, and 2018 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 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. There is no collateral posted by UBS Securities and as such, in the event of default by UBS, the Master Fund is exposed to the amount shown in the Statements of Financial Condition. Futures contracts are conducted through regulated exchanges which have margin requirements, and are settled in cash on a daily basis, thereby minimizing credit risk.

 

 

The Member Designee monitors and attempts to control the Fund’s/Master Fund’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Fund/Master Fund may be subject. These monitoring systems generally allow the Member Designee to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, exchange-cleared swaps, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions. (See also “Item 8. Financial Statements and Supplementary Data” for further information on financial instrument risk included in the notes to financial statements.)

 

Other than the risks inherent in commodity futures, options and swaps trading, the Master Fund knows of no trends, demands, commitments, events or uncertainties which will result in or which are reasonably likely to result in the Master Fund’s liquidity increasing or decreasing in any material way. The LLC Agreement provides that the Member Designee may, in its discretion, cause the Fund to cease trading operations and liquidate all open positions under certain circumstances including a decrease in net asset value per Redeemable Unit to less than $400 as of the close of business on any business day or the Fund's aggregate net assets decline to less than $1,000,000.

 

(b) Capital Resources.

 

(i) The Fund has made no material commitments for capital expenditures.

 

(ii) The Fund’s capital consists of the capital contributions of the members as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any. Gains or losses on trading cannot be predicted. Market movements in commodities are dependent upon fundamental and technical factors which the Advisor may or may not be able to identify, such as changing supply and demand relationships, weather, public health epidemics, government agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. Fund expenses consist of, among other things, selling agent fees, advisory fees and administrative fees. The level of these expenses is dependent upon the level of trading and the ability of the Advisor to identify and take advantage of price movements in the commodity markets, in addition to the level of Net Assets maintained. In addition, the amount of interest income payable by UBS Securities is dependent upon interest rates over which the Fund has no control.

 

For the year ended December 31, 2020, there were additional subscriptions of 992.720 Redeemable Units totaling $1,026,430. For the year ended December 31, 2019, there were additional subscriptions of 4,666.710 Redeemable Units totaling $5,263.000. For the year ended December 31, 2018, there were additional subscriptions of 10,901.036 Redeemable Units totaling $12,779,900.

 

No forecast can be made as to the level of redemptions in any given period. A member may require the Fund to redeem its Redeemable Units at their net asset value as of the last day of a month on five business days’ notice to the Member Designee (provided Redeemable Units have been held for three months). There is no fee charged to members in connection with redemptions. Redemptions generally are funded out of the Fund’s cash holdings. For the year ended December 31, 2020, 49,806.205 Redeemable Units were redeemed totaling $42,557,443. For the year ended December 31, 2019, 58,058.108 Redeemable Units were redeemed totaling $64,728,088. For the year ended December 31, 2018, 21,512.536 Redeemable Units were redeemed totaling $25,064,841.

 

Redeemable Units were sold to persons and entities who are accredited investors as that term is defined in rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

 

(c) Results of Operations.

 

For the year ended December 31, 2020, the net asset value per Redeemable Unit decreased (26.28)% from $1,100.03 to $810.98. For the year ended December 31, 2019, the net asset value per Redeemable Unit decreased (2.36)% from $1,126.62 to $1,100.03. For the year ended December 31, 2018, the net asset value per Redeemable Unit decreased (4.96)% from $1,185.36 to $1,126.62.

 

 

The Fund, through its investment in the Master Fund, experienced a net trading loss of $20,941,340, before selling agent fees and related fees for the year ended December 31, 2020. Losses were primarily attributable to the trading of commodity futures in stock indices, energy, metals, currencies, and softs and were partially offset by gains in grains, U.S and non-U.S. interest rates and livestock. The net trading gain (or loss) realized from the Fund’s investment in the Master Fund is disclosed on page 24 under “Item 8. Financial Statements and Supplementary Data.”

 

The market environment was challenging for the Fund in 2020 as several factors, through the course of the year, led to instability in trends across several asset classes. COVID-19 spread globally in the first quarter of 2020, prompting global lockdowns and putting global economies in recession with no visible end in sight of the pandemic. In the second and third quarters of 2020, COVID-19 concerns ebbed and flowed. Additionally, concerns surrounding U.S.-China trade wars, stimulus packages in the U.S. and Europe to jumpstart the economies continued to weigh in on various asset classes. This resulted in markets generally becoming more sensitive to COVID-19 related news and translated to sharp reversals in trends at times. The fourth quarter of 2020 provided relief to markets with approvals and rollout of vaccinations that signaled easing of the pandemic. This created relatively more sustained trends in several risk assets that the Fund was able to benefit from and the Fund posted profits in the fourth quarter of 2020.

 

The Advisor’s trading program employs the Technical Macro and Fundamental Macro models. Both models contributed to the losses in the year. Technical Macro models are generally biased towards long-term trend-following strategies that have generated attracted returns since the Advisor’s inception. However, as trends became unstable in 2020 and were particularly marked by periods of sharp and steep reversals, these models contributed to losses. Fundamental Macro models were also adversely impacted as markets traded more on COVID-19 sentiment than fundamentals for most of 2020. As a result Fundamental Macro models also contributed to losses. The Advisor determined that some of the models within Fundamental Macro faced uncertain environment and subsequently turned them off. The Advisor also increased allocation to Technical Macro models which now account for 75% of the exposures.

 

Equities were the biggest detractors for 2020. Most of the Fund’s losses came from the first quarter of 2020. The Fund was long global equities coming into the year following relatively sustained upward trends in equities globally in the fourth quarter of 2019. As global equities sold off sharply in the first quarter of 2020, long position in global equities contributed to the losses. The Advisor’s models gradually reversed and positioned the Fund net short equities at the end of the first quarter of 2020. However, as equities rebounded in second quarter, short equities led to losses. Overall risk to equities gradually declined in the rest of 2020 and they did not contribute meaningfully since the second quarter.

 

Energy was the second detractor for 2020. The Fund had small losses in each of the quarters that, in the aggregate, were meaningful for the year. The Fund came into 2020 with long positioning in the energy complex. Energy prices rose in fourth quarter of 2019 supported by global growth. As COVID-19 hit globally and triggered global recession, energy prices fell in the first quarter of 2020 and contributed to losses. However, short positions in natural gas offset some of the losses. By the end of the first quarter of 2020, the models reacted to the price action and positioned the Fund net short energy. Energy prices rose in the second quarter of 2020 on prospects of global growth and the Fund experienced losses from short positioning. The Fund continued to be net short energy going into third quarter. In the third quarter of 2020, Hurricane Laura disrupted production, causing energy prices to rise and leading to losses by the Fund. Energy prices fell in September with the weakening U.S. economy and prompted the Advisor’s models to retain net short positioning in the energy complex going into the fourth quarter of 2020. As pandemic fears eased in the fourth quarter of 2020 with vaccination rollouts that raised the prospects of sustained global growth, energy prices rose despite the Organization of the Petroleum Exporting Countries’s (“OPEC”) decision to raise production and led to losses in the fourth quarter of 2020.

 

Metals contributed to losses in 2020. Coming into 2020, the Fund was short base metals including aluminum and zinc. Base metals declined in the [first quarter of 2020] on recessionary concerns and contributed to gains. The Fund was also long gold, which rose as a safe haven asset in the quarter and contributed to gains. As industrial metals, notably copper and silver, declined in the [first quarter of 2020], the Advisor’s models positioned the Fund net short those metals going into the second quarter of 2020. As market sentiment improved on prospects Europe and China recovering, silver and copper rose nearly 31% and 21% respectively in the second quarter of 2020, which contributed to the losses. As the Fund repositioned, particularly going long silver in the third quarter of 2020, silver declined nearly 17% in the third quarter of 2020 from rising COVID-19 concerns and contributed to losses. The fourth quarter of 2020 was better for the Fund as the Fund was positioned long industrial metals that rose as pandemic concerns eased.

 

Currencies contributed to the losses in 2020. For reasons related to COVID-19, the U.S. Dollar (as measured by U.S. Dollar Index) exhibited periods of elevated levels of volatility. Underneath, the U.S. Dollar’s price action against other currencies (G-7, commodity linked currencies and emerging market currencies) varied meaningfully. As global growth expectations fluctuated throughout 2020 based on COVID-19 news, notwithstanding the growth and stimulus concerns in the U.S., the U.S. Dollar generally lacked sustained trends. As a result, the Fund’s FX exposures were whipsawed and contributed to losses.

 

 

Rates were the best contributors in 2020. The Fund entered the year with shorts global rates. In the U.S. [the Fund was] short rates across several parts of the U.S. yield curve, notably the mid-long end of the curve. As the pandemic hit the U.S. and rates collapsed, the Fund benefited from the short positioning. Since then as longer duration yields generally continued to trend lower globally, the Fund retained its short positioning and generated profits. However, as there was yield compression, the trends generally weakened and Fund gradually reduced risk to rates.

 

Agricultural commodities were a net positive contributor for 2020. They generated modest losses in the first three quarters of 2020 but recovered from them in the fourth quarter of 2020, ending the year with gains. Ongoing strong demand from Chinese consumers along with hotter-than-expected weather in South America caused soybean, soybean meal and corn prices to continue to rise in the second half of 2020. As their prices rose and trends strengthened, the Fund was positioned long those commodities and generated profits in the fourth quarter of 2020.

 

The Fund, through its investment in the Master Fund, experienced a net trading gain of $1,563,461, before selling agent fees and related fees for the year ended December 31, 2019. Gains were primarily attributable to the trading of commodity futures in stock indices, U.S and non-U.S. interest rates and were partially offset by losses in energy, metals, livestock, currencies, softs and grains.

 

Long positions in U.S. Treasury bonds, ultra-long bonds, German Bunds, Euribor and Italian bond futures ranked among the top contributors within the fixed income sector. The U.S. Federal Open Market Committee's pivot from a path of higher policy rates to cutting rates thrice in 2019 helped push the 10-Yr Treasury yield lower by about 80 basis points. Even after the leadership change in October at the European Central Bank, their negative interest rate policy remained throughout 2019, resulting in profitable trends in Italian and German bond futures.

 

The Fund maintained long positions in most equity index futures markets, however held a short in U.S. Russell 2000 Index futures throughout the year. S&P 500, Euro Stoxx 50 and Nasdaq Index futures ranked among the top contributing markets within the equity index sector. As trade tensions moderated and monetary policy eased in 2019, global equities finished positively with all major regions and sectors posting gains. U.S. equities (S&P 500 index: +31%) outperformed other regions, while emerging markets gained the least in 2019.

 

In foreign exchange, the U.S. dollar strengthened early in 2019 on risk aversion-related inflows despite Federal Reserve easing, however an improvement in sentiment undercut the dollar in the final weeks of the year. The British Pound cautiously strengthened as investors gained confidence in Boris Johnson's leadership for Brexit. The Euro weakened as key rates and bond markets in Germany and Switzerland yielded negative thorough-out 2019. The Fund experienced losses in the foreign exchange sector as positions in the British Pound and Japanese yen detracted while Mexican Peso contributed.

 

Grain prices declined for most of 2019 under the weight of the protracted U.S.-China trade war and plentiful global supplies, but rallied hard in December on the prospect of 'Phase One' of the trade deal. Due to lack of consistent price trends, corn, wheat, cattle, hog, coffee and cocoa markets detracted while cotton and soybean markets were marginally profitable.

 

In the metals sector, palladium (+64% in 2019) continued its multi-year price appreciation driven by its use to diffuse emissions in car exhaust. Gains in platinum were offset by losses in gold, nickel and silver.

 

Petroleum prices climbed during the year due to sanctions on Iran and Venezuela, as well as ongoing production cut compliance by OPEC nations. In the December 2019 meeting, OPEC nations delivered an additional 500,000 bpd cut. Prices trended between January and April 2019, which was followed by range-bound price action that was difficult for the Fund. U.S. natural gas prices consistently declined, as U.S. gas production continued to grow, inventories remained elevated and Appalachian coal prices collapsed by nearly 40%. Appalachian coal is considered a key substitute for U.S. natural gas in power generation. The Fund held high conviction shorts in natural gas, which ranked among the top contributors in 2019.

 

The Fund, through its investment in the Master Fund, experienced a net trading loss of $1,227,601 before selling agent fees and related fees for the year ended December 31, 2018. Losses were primarily attributable to the trading of commodity futures in stock indices, currencies, metals and livestock and were partially offset by gains in energy, U.S and non-U.S. interest rates, softs and grains.

 

During 2018 the Fund generated gains from fixed income and commodities markets, and experienced losses from currencies and equity indices. Profits from fundamental signals reduced losses from technical signals within the strategy. Trend following, which belongs to the latter group of signals, had a particularly difficult 12 months, mostly due to losses sustained in February and October 2018. February’s market reversal served to underscore overcrowding in trend-following strategies and the Advisor gradually reduced some trend-following exposures over the remainder of the year.

 

 

Energies and precious metals were the biggest contributors to returns within commodities, with the Fund profiting from trends in crude oil, silver and gold. Oil prices rose by more than a fifth over the first nine months of the year, but gave back all those gains and more in the final quarter. The Fund made money in both directions, starting the year with a large long position and turning short during October. At the same time, the Fund’s predominantly short positioning in precious metals profited from downtrends in gold and silver.

 

There were notable moves elsewhere in commodities, albeit with mixed results for performance. The Fund profited from falls in sugar, coffee and soybeans, which all touched multi-year lows during the third quarter of 2018. Meanwhile, the Fund’s long positions in aluminum and nickel lost money, with both markets reversing course after trending upwards during 2017.

 

Gains in fixed income sector were driven by short-term interest rates, with short exposure to Eurodollar futures accounting for the largest share of profits. In government bonds, gains from falling short-dated U.S. Treasuries failed to offset losses from their longer-dated counterparts.

 

Developed market currencies contributed negatively to performance overall, particularly the Japanese yen, which rallied against the dollar during the first quarter. These losses were partly offset by profits in the euro, with the Fund benefiting from short exposure versus the dollar during the second half of the year. The Fund generated gains from trading the Mexican Peso, even as several other emerging currencies experienced volatility.

 

The Fund lost money in equity index futures portfolio due to long exposures in Japanese and European markets, although positions in U.S. and emerging market indices made money overall. The Fund's short position in the U.S. Russell 2000 Index futures ranked among the top ten contributors for the year.

 

The Fund’s positioning changed considerably over the course of 2018. There were reductions in previously long exposures to stock indices and crude oil as well as a short exposure to U.S. Treasuries. The Fund’s betas to all three were close to zero by the end of 2018. Portfolio sensitivity to the U.S. Dollar Index, meanwhile, increased steadily since the middle of February, as the dollar trended up against most major currencies. The Fund headed into 2019 positioned to benefit from a further strengthening in the U.S. dollar and non-U.S. fixed income prices, and falling precious metals and agricultural prices.

 

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, public health epidemics, 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.

 

In allocating substantially all of the assets of the Fund to the Master Fund, the Member Designee considered the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The Member Designee may modify or terminate the allocation of assets to the Advisor at any time. The Advisor’s trading program is described in the “Overview” section of this Item 7.

 

Interest income on 100% of the average daily equity maintained in cash in the Master Fund’s brokerage account with UBS Securities was earned at a 30-day U.S. Treasury bill rate. Beginning June 1, 2019, the Master Fund placed the majority of its cash in U.S. Treasury bills. The Master Fund receives 100% of the interest earned on U.S. Treasury bills.

 

Interest income for the year ended December 31, 2020 decreased by $2,143,550 as compared to the year ended December 31, 2019. The decrease in interest income is primarily due to lower assets under management during the year ended December 31, 2020 as compared to the corresponding period in 2019. The decrease in assets under management is due to trading losses incurred, as well as, redemptions during the year ended December 31, 2020. Interest earned by the Fund will increase the net asset value of the Fund. The amount of interest income earned by the Fund during the reporting period depended on the average daily equity maintained in cash in the Master Fund’s account and upon interest rates over which neither the Fund, the Master Fund nor UBS Securities had control.

 

Clearing and transaction fees are based on the number of round turns made in the Master Fund's account. Clearing and transaction fees of the Master Fund for the years ended December 31, 2020 and 2019 were $82,548 and $142,278, respectively. The decrease in clearing and transaction fees for the year ended December 31, 2020 is a result of a decrease in the number of futures contracts traded in the year ended December 31, 2020 as compared to the corresponding period in 2019.

 

 

Ongoing selling agent fees are calculated as a percentage of the Master Fund's adjusted net assets as of the end of each month and are affected by trading performance, subscriptions and redemptions.

 

Ongoing selling agent fees of the Fund, and paid for by the Master Fund, for the years ended December 31, 2020 and 2019 were $2,248,722 and $4,375,630. The decrease in ongoing selling agent fees for the year ended December 31, 2020 as compared to the corresponding period in 2019 is due to a decrease in the Fund's average capital account balance at the Master Fund.

 

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

 

Advisory fees of the Fund for the years ended December 31, 2020 and 2019 were $960,605 and $1,869,369, respectively. The calculation of advisory fees for the years ended December 31, 2020 and 2019 was based on a monthly average net asset value of $64,040,320 and $124,624,584, respectively. The decrease in advisory fees for the year ended December 31, 2020 as compared to the corresponding period in 2019 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 years ended December 31, 2020 and 2019 were $320,202 and $623,123, respectively. The calculation of administrative fees for the years ended December 31, 2020 and 2019 was based on a monthly average net asset value of $64,040,320 and $124,624,584, respectively. The decrease in administrative fees for the year ended December 31, 2020 as compared to the corresponding period in 2019 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 years ended December 31, 2020 and 2019.

 

The Fund pays professional fees, which generally include legal and accounting expenses, and other expenses, which generally include filing and printing fees. Professional fees and other expenses for the years ended December 31, 2020 and 2019 were $257,527 and $345,396, respectively.

 

(d) Off-Balance Sheet Arrangements. None.

 

(e) Contractual Obligations. None.

 

(f) Operational Risk.

 

The Fund, through its investment in the Master Fund, is directly exposed to market risk and credit risk, which arise in the normal course of its business activities. Slightly less direct, but of critical importance, are risks pertaining to operational and back office support. This is particularly the case in a rapidly changing and increasingly global environment with increasing transaction volumes and an expansion in the number and complexity of products in the marketplace.

 

Such risks include:

 

Operational/Settlement Risk — the risk of financial and opportunity loss and legal liability attributable to operational problems, such as inaccurate pricing of transactions, untimely trade execution, clearance and/or settlement, or the inability to process large volumes of transactions. The Fund/Master Fund is subject to increased risks with respect to their trading activities in emerging market securities, where clearance, settlement, and custodial risks are often greater than in more established markets. Additionally, the Member Designee’s computer systems may be vulnerable to unauthorized access, mishandling or misuse, computer viruses or malware, cyber attacks and other events that could have a security impact on such systems. If one or more of such events occur, this potentially could jeopardize a member’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the Member Designee’s computer systems, and adversely affect the Fund’s business, financial condition or results of operations.

 

 

Technological Risk — the risk of loss attributable to technological limitations or hardware failure that constrain the Fund/Master Fund’s ability to gather, process, and communicate information efficiently and securely, without interruption, to customers and in the markets where the Fund/Master Fund participates.

 

Legal/Documentation Risk — the risk of loss attributable to deficiencies in the documentation of transactions (such as trade confirmations) and customer relationships (such as Master Fund netting agreements) or errors that result in noncompliance with applicable legal and regulatory requirements.

 

Financial Control Risk — the risk of loss attributable to limitations in financial systems and controls. Strong financial systems and controls ensure that assets are safeguarded, that transactions are executed in accordance with management’s authorization, and that financial information utilized by management and communicated to external parties, including the Fund’s Redeemable Unit holders, creditors, and regulators, is free of material errors.

 

 

(g) Critical Accounting Policies.

 

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.

 

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, the Fund early adopted ASU 2018-13 effective December 31, 2018. The impact of the Fund's adoption was limited to changes in the Fund's financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value 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.

 

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 years ended December 31, 2020, 2019, and 2018, 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).

 

 

Futures Contracts. The Master Fund trades futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Master Fund each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Master Fund. When the contract is closed, the Master Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and changes in net unrealized gains (losses) on futures contracts are included in the Statements of Operations.

 

Options. The Master Fund may purchase and write (sell) both exchange-listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Master Fund writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Master Fund purchases an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Net realized gains (losses) and changes in net unrealized gains (losses) on options contracts are included in the Statements of Operations.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

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 assets are 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 the Fund’s assets and undistributed profits. This limited liability is a result of the organization of the Fund as a limited liability company under applicable law.

 

Market movements result in frequent changes in the fair market value of the Master Fund’s open positions and, consequently, in its earnings and cash flow. 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 results among the Master Fund’s open positions and the liquidity of the markets in which it trades.

 

The Master Fund rapidly acquires and liquidates both long and short positions in a wide 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 included 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.

 

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 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).

 

 

The Master Fund’s and the Fund’s risk exposure in the various market sectors traded by the Advisor is quantified below in terms of Value at Risk. Due to the Master Fund’s mark-to-market accounting, any loss in the fair value of the Master Fund’s open positions is directly reflected in the Master Fund’s earnings (realized or unrealized).

 

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 intervals. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. 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.

 

In the case of market sensitive instruments which are not exchange-traded, the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

 

The fair value of the Master Fund’s futures and forward positions does not have any optionality component. However, the Advisor does trade commodity options. The Value at Risk associated with options is reflected in the following table as the margin requirement attributable to the instrument underlying each option. Where this instrument is a futures contract, the futures margin has been used, and where this instrument is a physical commodity, the futures-equivalent maintenance margin has been used. This calculation is conservative in that it assumes that the fair value of an option will decline by the same amount as the fair value of the underlying instrument, whereas, in fact, the fair values of the options traded by the Master Fund in almost all cases fluctuate to a lesser extent than those of the underlying instruments.

 

In quantifying the Master Fund’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been added to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Master Fund’s positions are rarely, if ever, 100% positively correlated have not been reflected.

 

The Master Fund’s Trading Value at Risk in Different Market Sectors

 

Value at Risk tables represent a probabilistic assessment of the risk of loss in the market risk sensitive instruments. The following tables indicates the trading Value at Risk associated with the Master Fund’s open positions by market category as of December 31, 2020 and 2019, and the highest, lowest and average value at any point during the year/period. All open position trading risk exposures of the Master Fund have been included in calculating the figures set forth below. As of December 31, 2020, the Master Fund’s total capitalization was $33,949,966 and the Fund owned approximately 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, 2020 was as follows:

 

December 31, 2020

(Unaudited)

 

Market Sector		Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Currencies		$	814,231				2.40	%		$	2,706,895			$	338,981			$	1,229,286
Energy		$	200,468				0.59	%		$	1,431,251			$	79,819			$	709,846
Grains		$	553,377				1.63	%		$	1,612,136			$	255,865			$	771,955
Index		$	779,139				2.29	%		$	2,212,293			$	141,270			$	752,119
Interest Rate Non-U.S.		$	1,842,490				5.43	%		$	1,842,490			$	578,020			$	1,175,754
Interest Rate U.S.		$	1,771,367				5.22	%		$	2,126,572			$	332,315			$	1,229,981
Livestock		$	182,786				0.54	%		$	323,765			$	14,723			$	110,914
Metals		$	309,075				0.91	%		$	1,691,434			$	144,788			$	878,627
Softs		$	505,785				1.49	%		$	1,244,092			$	103,165			$	581,880
Total		$	6,958,718				20.50	%

 

*	Annual average month-end Values at Risk

**	Due to rounding

 

 

As of December 31, 2019, the Master Fund’s total capitalization was $99,746,345 and the Fund owned approximately 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, 2019 was as follows:

 

December 31, 2019

(Unaudited)

 

Market Sector		Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Currencies		$	2,574,907				2.58	%		$	3,510,819			$	1,560,352			$	2,414,343
Energy		$	1,338,262				1.34	%		$	1,828,566			$	255,075			$	941,181
Grains		$	1,141,434				1.14	%		$	2,119,844			$	586,307			$	1,315,652
Index		$	2,157,302				2.16	%		$	2,157,302			$	856,340			$	1,217,102
Interest Rate Non-U.S.		$	1,353,333				1.36	%		$	3,043,133			$	1,069,630			$	1,921,497
Interest Rate U.S.		$	1,762,317				1.77	%		$	2,752,547			$	508,957			$	1,659,291
Livestock		$	65,531				0.07	%		$	332,219			$	46,664			$	154,100
Lumber		$	—				—	%		$	2,512			$	—			$	2,192
Metals		$	1,652,318				1.66	%		$	1,652,318			$	669,863			$	1,097,021
Softs		$	811,731				0.81	%		$	2,098,447			$	803,469			$	1,171,822
Total		$	12,857,135				12.89	%

 

*	Annual average of month-end Values at Risk

**	Due to rounding

 

Material Limitations on Value at Risk as an Assessment of Market Risk

 

The face value of the market sector instruments held by the Master Fund is typically many times the applicable margin requirement (margin requirements generally range between 1% and 25% of contract face value) as well as many times the capitalization of the Master Fund. The magnitude of the Master Fund’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions, unusual, but historically recurring from time to time, could cause the Master Fund to incur severe losses over a short period of time. The foregoing Value at Risk tables, as well as the past performance of the Fund, give no indication of this “risk of ruin.”

 

Materiality as used in this section, “Qualitative and Quantitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Master Fund’s market sensitive instruments.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

The following qualitative disclosures regarding the Master Fund’s market risk exposures except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Master Fund manages its primary market risk exposures constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

 

The Master Fund’s primary market risk exposures as well as the strategies used and to be used by the Member Designee and the Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Master Fund’s risk control to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the management strategies of the Master Fund. There can be no assurance that the Master Fund’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short or long term. Investors must be prepared to lose all or substantially all of their investment in the Fund.

 

 

The following were the primary trading risk exposures of the Master Fund as of December 31, 2020, by market sector.

 

Interest Rates. Interest rate movements directly affect the price of the futures positions held by the Master Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Master Fund’s profitability. The Master Fund’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-8 countries. However, at times the Master Fund could take futures positions on the government debt of smaller nations — e.g., Australia.

 

Currencies. The Master Fund’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. Sydling does not anticipate that the risk profile of the Master Fund’s currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the dollar-based Master Fund in expressing Value at Risk in a functional currency other than U.S. dollars.

 

Stock Indices. The Master Fund’s primary equity exposure is to equity price risk in the G-8 countries. The stock index futures traded by the Master Fund are limited to futures on broadly based indices. Sydling anticipates little, if any, trading in non-G-8 stock indices. The Master Fund is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Master Fund to avoid being “whipsawed” into numerous small losses.)

 

Metals. The Master Fund’s primary metal market exposure was to fluctuations in the prices of gold, silver, platinum and copper.

 

Energy. The Master Fund’s primary energy market exposure is to gas and oil price movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

 

Softs. The Master Fund’s primary commodities exposure is subject to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Coffee, cocoa and sugar accounted for the substantial bulk of the Master Fund’s commodity exposure.

 

Grains. The Master Fund’s commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions.

 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

The Member Designee monitors and attempts to control the Fund’s, through its investment in the Master Fund, risk exposure on a daily basis through financial, credit and risk management monitoring systems and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Master Fund may be subject.

 

The Member Designee monitors the Master Fund’s performance and the concentration of its open positions, and consults with the Advisor concerning the Master Fund’s overall risk profile. If the Member Designee felt it necessary to do so, the Member Designee could require the Advisor to close out individual positions as well as enter programs traded on behalf of the Master Fund. However, any such intervention would be a highly unusual event. The Member Designee primarily relies on the Advisor’s own risk control policies while maintaining a general supervisory overview of the Master Fund’s market risk exposures.

 

The Advisor applies its own risk management policies to its trading. The Advisor often follows diversification guidelines, margin limits and stop loss points to exit a position. The Advisor’s research of risk management often suggests ongoing modifications to its trading programs.

 

As part of the Member Designee’s risk management, the Member Designee periodically meets with the Advisor to discuss its risk management and to look for any material changes to the Advisor’s portfolio balance and trading techniques. The Advisor is required to notify the Member Designee of any material changes to its programs.

 

 

Item 8.

Financial Statements and Supplementary Data.

 

Cavendish Futures Fund LLC

 

The following financial statements and related items of the Fund are filed under this Item 8: Oath or Affirmation, Report of Independent Registered Public Accounting Firm, for the years ended December 31, 2020 and 2019; Statements of Financial Condition at December 31, 2020 and 2019; Statements of Operations for the years ended December 31, 2020, 2019 and 2018; Statements of Changes in Members’ Capital for the years ended December 31, 2020, 2019, and 2018; and Notes to Financial Statements.

 

 

CAVENDISH FUTURES FUND LLC

Financial Statements
with Report of Independent Registered Public Accounting Firm

 

For the years ended December 31, 2020 and 2019

 

 

Cavendish Futures Fund LLC

 

Affirmation of the Commodity Pool Operator

 

IN WITNESS WHEREOF, the undersigned has made and signed this document, and affirms that to the best of his knowledge and belief, the information contained on the attached statement is accurate and complete.

 

	By:
		Jerry Pascucci President and Director Sydling Futures Management LLC Trading Manager, Cavendish Futures Fund LLC

 

 

CAVENDISH FUTURES FUND LLC

Financial Statements
with Report of Independent Registered Public Accounting Firm

 

For the years ended December 31, 2020 and 2019

 

Contents

 

Report of Independent Registered Public Accounting Firm	1
Management’s Report on Internal Control Over Financial Reporting	3
Statements of Financial Condition	4
Statements of Operations	5
Statements of Changes in Members’ Capital	6
Financial Highlights	7
Notes to Financial Statements	8

 

Financial statements of Sydling WNT Master Fund LLC for the years ended December 31, 2020 and 2019 are attached to these financial statements and are an integral part thereof.

 

 

Report of Independent Registered Public Accounting Firm

 

To the Members and the Board of Directors of Cavendish Futures Fund LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of financial condition of Cavendish Futures Fund LLC (the “Fund”) as of December 31, 2020 and 2019, and the related statements of operations, changes in members’ capital and the financial highlights for each of the three years in the period ended December 31, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at December 31, 2020 and 2019, and the results of its operations, the changes in its members’ capital and its financial highlights for each of the three years ended December 31, 2020 in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

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

 

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

 

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

 

 

Critical Audit Matters

 

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

 

 

We have served as the Fund’s auditor since 2013

 

Philadelphia, Pennsylvania

 

March 26, 2021

 

 

 

Management’s Report on Internal Control Over Financial Reporting

 

The management of Cavendish Futures Fund LLC (the “Fund”), Sydling Futures Management LLC, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a - 15(f) and 15d - 15(f) under the Securities Exchange Act of 1934 and for our assessment of internal control over financial reporting. The Fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Fund’s internal control over financial reporting includes those policies and procedures that:

 

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

 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Fund are being made only in accordance with authorizations of management and directors of the Fund; and

 

(iii) 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.

 

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

 

The management of Cavendish Futures Fund LLC has assessed the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria established in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our assessment, management concluded that the Fund maintained effective internal control over financial reporting as of December 31, 2020 based on the criteria referred to above.

 

Jerry Pascucci President and Director Sydling Futures Management LLC Trading Manager, Cavendish Futures Fund LLC		Jennifer Magro Chief Financial Officer Sydling Futures Management LLC Trading Manager, Cavendish Futures Fund LLC

 

 

Cavendish Futures Fund LLC

 

Statements of Financial Condition 

	December 31, 2020 and 2019
	(Expressed in U.S. Dollars)

 

		2020				2019
ASSETS
Investment in Sydling WNT Master Fund LLC, at fair value (cost $44,051,233 and $100,326,442, respectively)		$	33,949,966			$	99,746,345
Cash (Note 3f)			169,367				629,266
Receivable from Sydling WNT Master Fund LLC			2,732,453				1,504,212
Total Assets		$	36,851,786			$	101,879,823
LIABILITIES
Subscriptions received in advance (Note 3f)		$	-			$	495,200
Redemption payable			2,665,958				1,312,233
Accrued expenses:
Advisory fees (Note 4b)			45,846				126,534
Administrative fees (Notes 4a and 4c)			15,282				42,178
Professional fees and other expenses			174,734				157,333
Total Liabilities			2,901,820				2,133,478
MEMBERS’ CAPITAL
Member Designee (25.000 units, respectively)			20,275				27,501
Non-managing members (41,837.887 units and 90,651.372 units)			33,929,691				99,718,844
Total Members’ Capital			33,949,966				99,746,345
Total Liabilities and Members’ Capital		$	36,851,786			$	101,879,823
Members’ Capital per unit (based on 41,862.887 units and 90,676.372 units)		$	810.98			$	1,100.03

 

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

 

 

Cavendish Futures Fund LLC

 

Statements of Operations 

	For the years ended December 31, 2020, 2019 and 2018
	(Expressed in U.S. Dollars)

 

		2020				2019				2018
INVESTMENT INCOME
Interest income allocated from Sydling WNT Master Fund LLC		$	641,078			$	2,784,628			$	3,329,852
EXPENSES
Expenses allocated from Sydling WNT Master Fund LLC			2,426,770				4,607,702				6,584,047
Incentive fee (Note 4b)			-				-				311,386
Advisory fees (Note 4b)			960,605				1,869,369				2,701,743
Administrative fees (Notes 4a)			320,202				623,123				900,581
Professional fees and other expenses			257,527				345,396				361,494
Total Expenses			3,965,104				7,445,590				10,859,251
NET INVESTMENT INCOME/(LOSS)			(3,324,026	)			(4,660,962	)			(7,529,399	)
TRADING RESULTS
Net realized gain/(loss) allocated from Sydling WNT Master Fund LLC			(24,093,933	)			(771,428	)			7,985,729
Net change in unrealized appreciation/(depreciation) allocated from Sydling WNT Master Fund LLC			3,152,593				2,334,889				(9,213,330	)
Total Trading Results			(20,941,340	)			1,563,461				(1,227,601	)
Net income/(loss)			(24,265,366	)			(3,097,501	)			(8,757,000	)
Net income/(loss) per unit of Members’ Capital *		$	(289.05	)		$	(26.59	)		$	(58.74	)

 

* Represents the changes in Members’ Capital per unit.

 

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

 

 

Cavendish Futures Fund LLC

 

Statements of Changes in Members’ Capital 

	For the years ended December 31, 2020, 2019 and 2018
	(Expressed in U.S. Dollars)

 

		Non-managing members				Member Designee				Total
Members’ Capital at December 31, 2017		$	183,321,241			$	29,634			$	183,350,875
Subscriptions, 10,901.036 units of non-managing member interest			12,779,900				-				12,779,900
Redemptions, 21,512.536 units of non-managing member interest			(25,064,841	)			-				(25,064,841	)
Net income (loss)			(8,755,531	)			(1,469	)			(8,757,000	)
Members’ Capital at December 31, 2018		$	162,280,769			$	28,165			$	162,308,934
Subscriptions, 4,666.710 units of non-managing member interest			5,263,000				-				5,263,000
Redemptions, 58,058.108 units of non-managing member interest			(64,728,088	)			-				(64,728,088	)
Net income (loss)			(3,096,837	)			(664	)			(3,097,501	)
Members’ Capital at December 31, 2019		$	99,718,844			$	27,501			$	99,746,345
Subscriptions, 992.720 units of non-managing member interest			1,026,430				-				1,026,430
Redemptions, 49,806.205 units of non-managing member interest			(42,557,443	)			-				(42,557,443	)
Net income (loss)			(24,258,140	)			(7,226	)			(24,265,366	)
Members’ Capital at December 31, 2020		$	33,929,691			$	20,275			$	33,949,966

 

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

 

 

Cavendish Futures Fund LLC

 

Financial Highlights 

	For the years ended December 31, 2020, 2019 and 2018
	(Expressed in U.S. Dollars)

 

The following represents the ratios to average non-managing members’ capital and other supplemental information for the years indicated:

 

		Year Ended December 31, 2020				Year Ended December 31, 2019				Year Ended December 31, 2018
Per share operating performance: a
Members’ capital per unit, beginning of year		$	1,100.03			$	1,126.62			$	1,185.36
Income from investment operations:
Net investment income/(loss)			(46.90	)			(42.69	)			(48.89	)
Net realized and unrealized gain/(loss) from investment activities			(242.15	)			16.10				(9.85	)
Total from investment operations			(289.05	)			(26.59	)			(58.74	)
Members’ capital per unit, end of year		$	810.98			$	1,100.03			$	1,126.62
Ratio/Supplemental Data: b
Ratio of net investment income/(loss) to average Members’ capital			(5.24	)%			(3.81	)%			(4.23	)%
Ratio of operating expenses to average Members’ capital before incentive fee			6.25	%			6.09	%			5.93	%
Ratio of incentive fee to average Members’ capital			-				-				0.18	%
Ratio of operating expenses to average Members’ capital after incentive fee			6.25	%			6.09	%			6.11	%
Total return before incentive fee c			(26.28	)%			(2.36	)%			(4.78	)%
Incentive fee			-				-				(0.18	)%
Total return after incentive fee			(26.28	)%			(2.36	)%			(4.96	)%
Members’ capital at end of year		$	33,949,966			$	99,746,345			$	162,308,934

 

The computation of ratios to average members’ capital and total return based on the amount of expenses and incentive allocation assessed to an individual investor’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 average members’ capital used in the above ratios is calculated by using monthly members’ capital after period-end withdrawals.  Ratios include the Fund’s share of income and expense allocated from the Master Fund.
c	Total return assumes a purchase of an interest in the Fund at the beginning of the year and a sale of the Fund interest on the last day of the year noted.  Total return is reflected after all investment-related and operating expenses, including the Advisory and Administrative fees.

 

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

 

 

Cavendish Futures Fund LLC

Notes to Financial Statements 

 

 

December 31, 2020, 2019 and 2018
(Expressed in U.S. Dollars)

 

 

1.	Organization

 

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. The Fund invests substantially all of its assets in Sydling WNT Master Fund LLC (the “Master Fund”), also a Delaware limited liability company, that has the same investment objective as the Fund. The financial statements of the Master Fund, including the condensed schedule of investments, are included elsewhere in this report and should be read with the Fund’s financial statements. The percentage of the Master Fund’s capital owned by the Fund at December 31, 2020 and 2019 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 limited liability company agreement of the Fund, as may be amended from time to time (the “LLC Agreement”), the members of the Fund have appointed Sydling Futures Management LLC (“Sydling” or “Member Designee”) to act as the Fund’s trading manager and commodity pool operator. Sydling is registered 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 (“UBS”) transferred its ownership interest in UBS Americas Inc. to UBS Americas Holdings LLC, a wholly owned subsidiary of UBS which is a wholly owned subsidiary of UBS Group AG. UBS Group AG was established as the holding company of UBS in response to evolving regulatory requirements.

 

In the normal course of business, the Fund may enter into contracts that contain a variety of representations that provide indemnification for certain liabilities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had any prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

The term of the Fund shall end upon the first to occur of the following: (i) December 31, 2037; (ii) the vote to dissolve the Fund by members owning more than 50% of the units of limited liability company interest of the Fund; (iii) the withdrawal, removal, bankruptcy or dissolution of the Member Designee; (iv) a decline in net asset value to less than $400 per unit, as such amount may be adjusted for any splits or combinations of units, as of the end of any trading day; or (v) the occurrence of any event which shall make it unlawful for the existence of the Fund to be continued. In addition, the Member Designee may, in its sole discretion, cause the Fund to dissolve if the Fund's aggregate net assets decline to less than $1,000,000.

 

 

Cavendish Futures Fund LLC

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018
(Expressed in U.S. Dollars)

 

 

1.	Organization (continued)

 

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

 

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

 

The Fund privately and continually offers units of limited liability company interest in the Fund to qualified investors and are generally accepted monthly. A qualified investor is an accredited investor as defined in Regulation D under the Securities Exchange Act of 1933. There is no maximum number of units that may be sold in the Fund. Sydling may reject any subscription for any reason for a reasonable period of time after receipt. Generally, units may be redeemed on the last day of any month with five days written notice provided that such units are held for three full months. In general, the Fund will make payment for redeemed units within ten business days following the redemption date.

 

2.	Going Concern

 

Management has evaluated relevant conditions and events, which are known and reasonably knowable, and has determined that there are no conditions and events that raise substantial doubt about the Fund’s ability to continue as a going concern.

 

3.	Significant Accounting Policies

 

a.

Basis of Presentation

 

The Fund has determined its status as an investment company and as such, follows the accounting and reporting requirements of ASC 946, Financial Services – Investment Companies.

 

b.

Use of Estimates

 

The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in members’ capital from operations during the reporting period. Actual results could differ from those estimates.

 

 

Cavendish Futures Fund LLC

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018
(Expressed in U.S. Dollars)

 

 

3.	Significant Accounting Policies (continued)

 

c.

Statements of Cash Flows

 

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

 

d.

Fair Value Measurements

 

In May 2015, the FASB issued 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 the net asset value per share practical expedient. Accordingly, the Fund’s investment in the Master Fund has not been categorized in the fair value hierarchy.

 

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, the Fund early adopted ASU 2018-13 effective December 31, 2018. The impact of the Fund’s adoption was limited to changes in the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

 

e.

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 members’ capital of the Master Fund at December 31, 2020 and 2019. 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 redemption 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.

 

 

Cavendish Futures Fund LLC

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018
(Expressed in U.S. Dollars)

 

 

3.	Significant Accounting Policies (continued)

 

f.

Subscriptions Received in Advance

 

Subscriptions received in advance represent the 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 December 31, 2020 and 2019. The amount paid is held as cash in the Fund’s escrow account and represents the majority of the cash on the Statements of Financial Condition.

 

g.

Redemptions Payable

 

Pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, capital withdrawals effective December 31, 2020 and 2019 have been reflected as redemptions payable in the Statements of Financial Condition.

 

h.

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. Management 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 the Statements of Operations. For the years ended December 31, 2020, 2019 and 2018, the Master Fund did not incur any interest or penalties.

 

 

Cavendish Futures Fund LLC

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018
(Expressed in U.S. Dollars)

 

 

4.	Related Party Transactions and Other Agreements

 

a.

Limited Liability Company Agreement

 

Sydling administers the business affairs of the Fund including selecting one or more advisors to make trading decisions for the Fund. The Fund will pay Sydling a monthly administration fee in return for its services equal to 1/12 of 0.50% (0.50% per year) of month-end adjusted members’ capital of the Fund. Month-end members’ capital, for the purpose of calculating administration fees are members’ capital, as defined in the Limited Liability Company Agreement, prior to the reduction of the current month’s incentive allocation accrual, the monthly advisory fee, Sydling’s administration fee and any redemptions or distributions as of the end of such month. For the years ended December 31, 2020, 2019 and 2018, the Fund incurred administrative fees of $320,202, $623,123 and $900,581, respectively, of which $15,282, and $42,178 remained payable and is reflected on the Statements of Financial Condition as of December 31, 2020 and 2019, respectively.

 

Each unit, when purchased by a member, shall be fully paid and non-assessable. No member shall be liable for Fund obligations in excess of the capital contributed by the member, plus such member’s share of undistributed profits, if any.

 

b.

Trading Advisory Agreement

 

Sydling, on behalf of the Fund, has entered into an advisory agreement (the “Trading Advisory Agreement”) with the Advisor, a registered commodity trading advisor. The Advisor is not affiliated with Sydling or UBS Securities LLC, the Master Fund’s commodity broker, or its affiliates and is not responsible for the organization or operation of the Fund. The Trading Advisory Agreement provides that the Advisor has sole discretion in determining the investment of the assets of the Fund. The Fund paid the Advisor a monthly advisory fee equal to 1/12 of 1.5% (1.5% per year) of month-end members’ capital of the Fund. Month-end members’ capital, for the purpose of calculating advisory fees are members’ capital, as defined in the Limited Liability Company Agreement, prior to the reduction of the current month’s incentive allocation accrual, the monthly advisory fee, Sydling’s administration fee and any redemptions or distributions as of the end of such month. The Trading Advisory Agreement may be terminated upon notice by either party. For the years ended December 31, 2020, 2019 and 2018, the Fund incurred advisory fees of $960,605, $1,869,369 and $2,701,743, respectively of which $45,846 and $126,534 remained payable and is reflected on the Statements of Financial Condition as of December 31, 2020 and 2019, respectively.

 

 

Cavendish Futures Fund LLC

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018
(Expressed in U.S. Dollars)

 

 

4.	Related Party Transactions and Other Agreements (continued)

 

b.

Trading Advisory Agreement (continued)

 

In addition, the Advisor receives a quarterly incentive fee equal to 20% of New Trading Profits, as defined in the Trading Advisory Agreement, earned on behalf of the Fund during each calendar quarter and are issued as special member units. The amount of $311,386 represent the incentive fee earned on new trading profits earned for the year ended December 31, 2018. For the years ended December 31, 2020 and 2019, the Fund did not earned any incentive fees.

 

In allocating substantially all of the assets of the Fund to the Master Fund, Sydling considered 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.

 

c.

Administration Agreement

 

Sydling, on behalf of the Fund, has entered into an administration agreement with the Administrator. The Administrator will assist Sydling in performing certain day-to-day tasks on behalf of the Fund, including but not limited to, calculating daily or periodic portfolio valuations, reconciling cash and portfolio positions, providing portfolio reporting, maintaining books and records and calculating all fund fees. Sydling will pay a portion of the administrative fee it receives from the Fund to the Administrator in full satisfaction of fees owed to the Administrator.

 

5.	Subscriptions, Distributions and Redemptions

 

The Fund will offer units privately through its selling agent, UBS Financial Services Inc. The Fund may engage additional selling agents in the future, including selling agents affiliated or unaffiliated with Sydling. The minimum initial subscription in the Fund is $25,000 (or $10,000 in the case of ERISA Plans). The minimum additional investment for those who are current members and are qualified investors is $10,000. Sydling may, in its sole discretion, lower these amounts. Subscriptions for units are made five business days prior to the end of a month and are made at the net asset value (“NAV”) on the first day of the following month. Sydling may reject any subscription for any reason for a reasonable period of time after receipt. The Fund elected to stop offering units as of June 30, 2020.

 

Distributions, if any, will be made at the sole discretion of Sydling.

 

5.	Subscriptions, Distributions and Redemptions (continued)

 

Contingent upon 5 days’ prior notice to the trading manager, redemptions of the Fund’s units are made at the NAV as of the end of any month, provided that such units were held for three full months. The units are classified as a liability when a member elects to redeem and informs the trading manager. Sydling may, in its sole discretion, modify the length of required notices or other restrictions.

 

6.	Subsequent Events

 

Management has evaluated the impact of all subsequent events on the Fund through March 26, 2021, the date these financial statements were available to be issued. Subsequent to year end redemptions were paid to the non-managing members totaling $3,281,349. Management has determined that there were no additional subsequent events requiring recognition or disclosure in the financial statements.

 

 

 

SYDLING WNT MASTER FUND LLC

Financial Statements
with Report of Independent Registered Public Accounting Firm

 

For the years ended December 31, 2020 and 2019

 

	Pursuant to Commodity Futures Trading Commission Rule 4.7
	Sydling Futures Management LLC has claimed an exemption
	with respect to Sydling WNT Master Fund LLC from
	certain reporting requirements.

 

 

Sydling WNT Master Fund LLC

 

Affirmation of the Commodity Pool Operator

 

IN WITNESS WHEREOF, the undersigned has made and signed this document, and affirms that to the best of his knowledge and belief, the information contained on the attached statement is accurate and complete.

 

	By:
		Jerry Pascucci
		President and Director
		Sydling Futures Management LLC
		Trading Manager, Sydling WNT Master Fund LLC

 

 

SYDLING WNT MASTER FUND LLC

Financial Statements
with Report of Independent Registered Public Accounting Firm

 

For the years ended December 31, 2020 and 2019

Contents

 

Report of Independent Registered Public Accounting Firm	1
Statements of Financial Condition	3
Condensed Schedules of Investments	4
Statements of Operations	6
Statements of Changes in Member’s Capital	7
Financial Highlights	8
Notes to Financial Statements	9

 

 

Report of Independent Registered Public Accounting Firm

 

To the Members and the Board of Directors of Sydling WNT Master Fund LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of financial condition of Sydling WNT Master Fund LLC (the “Master Fund”), including the condensed schedules of investments as of December 31, 2020 and 2019, and the related statements of operations, changes in member’s capital and the financial highlights for the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Master Fund at December 31, 2020 and 2019, and the results of its operations, the changes in its member’s capital and its financial highlights for each of the three years ended December 31, 2020 in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

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

 

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

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

Critical Audit Matters

 

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

 

 

We have served as the Master Fund’s auditor since 2013

 

Philadelphia, Pennsylvania

 

March 26, 2021

 

 

 

	Sydling WNT Master Fund LLC
	Statements of Financial Condition

 

	December 31, 2020 and 2019
	(Expressed in U.S. Dollars)

 

		2020				2019
ASSETS
Investments in U.S. Treasury Bills, at fair value (cost $29,997,158 and $84,907,799, respectively)		$	29,996,558			$	84,927,113
Cash (including restricted cash of $3,479,359 and $12,857,135, respectively)			5,384,608				18,296,632
Net unrealized appreciation on open futures contracts			1,502,152				-
Interest receivable			4,766				49,207
Total Assets		$	36,888,084			$	103,272,952
LIABILITIES AND MEMBER’S CAPITAL
Net unrealized depreciation on open futures contracts		$	-			$	1,670,355
Redemptions payable			2,732,453				1,504,212
Accrued expenses:
Selling agent fees			107,303				296,178
Professional fees and other expenses			98,362				55,862
Total Liabilities			2,938,118				3,526,607
Member’s Capital			33,949,966				99,746,345
Total Liabilities and Member’s Capital		$	36,888,084			$	103,272,952

 

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

 

 

	Sydling WNT Master Fund LLC
	Condensed Schedules of Investments

 

	December 31, 2020
	(Expressed in U.S. Dollars)

 

									Percent of
Number of									Member’s
Contracts					Fair Value				Capital
			FUTURES CONTRACTS OWNED
	238		CURRENCIES		$	192,679				0.57	%
	33		ENERGY			54,193				0.16	%
	1,563		FINANCIALS			114,460				0.34	%
	303		GRAINS			446,800				1.31	%
	138		INDEX			235,112				0.69	%
	25		MATERIALS			47,305				0.14	%
	22		MEATS			33,630				0.10	%
	127		METALS			369,609				1.09	%
			TOTAL FUTURES CONTRACTS OWNED			1,493,788				4.40	%
			FUTURES CONTRACTS SOLD
	(7	)	CURRENCIES			(3,149	)			(0.01	)%
	(32	)	ENERGY			16,640				0.05	%
	(9	)	FINANCIALS			4,619				0.01	%
	(5	)	GRAINS			(12,305	)			(0.04	)%
	(33	)	MEATS			(26,003	)			(0.08	)%
	(47	)	METALS			28,562				0.09	%
			TOTAL FUTURES CONTRACTS SOLD			8,364				0.02	%
			TOTAL FUTURES CONTRACTS			1,502,152				4.42	%
			U.S. GOVERNMENT SECURITIES
			U.S. TREASURY BILLS, 0.06%, DUE 3/4/2021 (COST, $29,997,158)			29,996,558				88.36	%
			OTHER ASSETS IN EXCESS OF OTHER LIABILITIES			2,451,256				7.22	%
			TOTAL MEMBER’S CAPITAL		$	33,949,966				100.00	%

 

Percentages shown represent a percentage of member’s capital as of December 31, 2020.

 

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

 

 

	Sydling WNT Master Fund LLC
	Condensed Schedules of Investments

 

	December 31, 2020
	(Expressed in U.S. Dollars)

 

									Percent of
Number of									Member’s
Contracts					Fair Value				Capital
			FUTURES CONTRACTS OWNED
	453		CURRENCIES		$	306,299				0.31	%
	263		ENERGY			246,232				0.25	%
	1,180		FINANCIALS			(1,195,562	)			(1.20	)%
	256		GRAINS			847				0.00	%
	727		INDEX			430,786				0.43	%
	4		MEATS			(1,138	)			0.00	%
	690		METALS			149,711				0.15	%
			TOTAL FUTURES CONTRACTS OWNED			(62,825	)			(0.06	)%
			FUTURES CONTRACTS SOLD
	(647	)	CURRENCIES			(886,868	)			(0.89	)%
	(364	)	ENERGY			463,231				0.46	%
	(565	)	FINANCIALS			74,313				0.07	%
	(636	)	GRAINS			(862,314	)			(0.86	)%
	(141	)	INDEX			(104,315	)			(0.10	)%
	(1	)	MATERIALS			(2,405	)			0.00	%
	(24	)	MEATS			(31,080	)			(0.03	)%
	(258	)	METALS			(258,092	)			(0.26	)%
			TOTAL FUTURES CONTRACTS SOLD			(1,607,530	)			(1.61	)%
			TOTAL FUTURES CONTRACTS			(1,670,355	)			(1.67	)%
			U.S. GOVERNMENT SECURITIES
			U.S. TREASURY BILLS, 1.775%, DUE 1/23/2020 (COST, $84,907,799)			84,927,113				85.14	%
			OTHER ASSETS IN EXCESS OF OTHER LIABILITIES			16,489,587				16.53	%
			TOTAL MEMBER’S CAPITAL		$	99,746,345				100.00	%

 

Percentages shown represent a percentage of member’s capital as of December 31, 2019.

 

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

 

 

Sydling WNT Master Fund LLC

 

Statements of Operations

 

 

For the years ended December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

		2020				2019				2018
INVESTMENT INCOME
Interest income		$	641,078			$	2,784,628			$	3,329,852
Total Investment Income			641,078				2,784,628				3,329,852
EXPENSES
Brokerage, clearing and transaction fees			82,548				142,278				164,983
Selling agent fees			2,248,722				4,375,630				6,323,564
Professional fees			95,500				89,794				95,500
Total Expenses			2,426,770				4,607,702				6,584,047
Net Investment (Loss)			(1,785,692	)			(1,823,074	)			(3,254,195	)
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM SECURITIES AND DERIVATIVE INSTRUMENTS
Net realized gain/(loss) on securities			45,533				(457	)			-
Net realized gain/(loss) on futures and foreign currency			(24,139,466	)			(770,971	)			7,985,729
Net realized gain/(loss) on futures, foreign currency, and securities			(24,093,933	)			(771,428	)			7,985,729
Net change in unrealized appreciation/(depreciation) on securities			(19,914	)			19,314				-
Net change in unrealized appreciation/(depreciation) on futures and foreign currency			3,172,507				2,315,575				(9,213,330	)
Net change in unrealized appreciation/(depreciation) on futures, foreign currency, and securities			3,152,593				2,334,889				(9,213,330	)
Net Realized and Change in Unrealized Gain/(Loss) from Securities and Derivative Instruments			(20,941,340	)			1,563,461				(1,227,601	)
Net Income (Loss)		$	(22,727,032	)		$	(259,613	)		$	(4,481,796	)

 

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

 

 

Sydling WNT Master Fund LLC

 

Statements of Changes in Member’s Capital

 

 

For the years ended December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

		2020				2019				2018
INCREASE (DECREASE) IN MEMBER’S CAPITAL FROM OPERATIONS
Net investment income/(loss)		$	(1,785,692	)		$	(1,823,074	)		$	(3,254,195	)
Net realized gain/(loss) on securities, futures and foreign currency			(24,093,933	)			(771,428	)			7,985,729
Net change in unrealized appreciation/(depreciation) on securities, futures and foreign currency			3,152,593				2,334,889				(9,213,330	)
Net Income (Loss)			(22,727,032	)			(259,613	)			(4,481,796	)
INCREASE (DECREASE) IN MEMBER’S CAPITAL FROM CAPITAL TRANSACTIONS
Subscriptions			1,026,430				5,263,000				12,779,900
Redemptions			(44,095,777	)			(67,565,976	)			(29,340,045	)
Net Increase (Decrease) in Member’s Capital Derived from Capital Transactions			(43,069,347	)			(62,302,976	)			(16,560,145	)
Net Increase (Decrease) in Member’s Capital			(65,796,379	)			(62,562,589	)			(21,041,941	)
Member’s Capital at Beginning of Year			99,746,345				162,308,934				183,350,875
Member’s Capital at End of Year		$	33,949,966			$	99,746,345			$	162,308,934

 

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

 

 

Sydling WNT Master Fund LLC

 

Financial Highlights

 

 

For the years ended December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

The following represents the ratios to average member’s capital and other supplemental information for the years indicated:

 

		Year Ended December 31, 2020				Year Ended December 31, 2019				Year Ended December 31, 2018
Ratio/Supplemental Data:
Ratio of net investment income/(loss) to average member’s capital a			(2.82	)%			(1.49	)%			(1.83	)%
Ratio of total expenses to average member’s capital a			3.83	%			3.77	%			3.70	%
Total return b			(24.48	)%			(0.11	)%			(2.67	)%
Member’s capital at end of year		$	33,949,966			$	99,746,345			$	162,308,934

 

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 average member’s capital used in the above ratios are calculated by using monthly member’s capital after period-end withdrawals.
b	Total return is calculated based on a time-weighted rate of return methodology.  Monthly rates of return are compounded to derive the total return reflected above.  Total return is reflected after all investment-related and operating expenses.

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

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

1.	Organization

 

Sydling WNT Master Fund LLC (the “Master Fund”) is a Delaware limited liability company formed on August 7, 2012. Trading operations of the Master Fund commenced on February 19, 2013. The Master 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 derivate transactions upon approval of Sydling Futures Management LLC (“Sydling”).

 

The member of the Master Fund appointed Sydling as the member designee (the “Member Designee”) to manage the business and affairs of the Master Fund and to act as the Master Fund’s commodity pool operator. Sydling is registered 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 (“UBS”) transferred its ownership interest in UBS Americas Inc. to UBS Americas Holding LLC, a wholly owned subsidiary of UBS which is a wholly owned subsidiary of UBS Group AG. UBS Group AG was established as the holding company of UBS in response to evolving regulatory requirements.

 

In the normal course of business, the Master Fund may enter into contracts that contain a variety of representations that provide indemnification for certain liabilities. The Master Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Master Fund that have not yet occurred. However, the Master Fund has not had any prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

The term of the Master Fund shall end upon the first to occur of the following: (i) December 31, 2037; (ii) the vote to dissolve the Fund by members owning more than 50% of the units of limited liability company interest of the Fund; (iii) the withdrawal, removal, bankruptcy or dissolution of the Member Designee; (iv) a decline in net asset value to less than $400 per unit, as such amount may be adjusted for any splits or combinations of units, as of the end of any trading day; or (v) the occurrence of any event which shall make it unlawful for the existence of the Master Fund to be continued. In addition, the Member Designee may, in its sole discretion, cause the Master Fund to dissolve if the Master Fund's aggregate net assets decline to less than $1,000,000.

 

The Master Fund’s investor consists exclusively of Cavendish Futures Fund LLC (the “Feeder”). The Feeder invests substantially all of its assets in the Master Fund.

 

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

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

1.	Organization (continued)

 

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

 

UBS Securities LLC (“UBS”) is the commodity broker (the “Commodity Broker”) for the Master Fund. UBS is also an affiliate of Sydling.

 

2.	Going Concern

 

Management has evaluated relevant conditions and events, which are known and reasonably knowable, and has determined that there are no conditions and events that raise substantial doubt about the Fund’s ability to continue as a going concern.

 

3.	Significant Accounting Policies

 

a.

Basis of Presentation

 

The Master Fund has determined its status as an investment company and as such, follows the accounting and reporting requirements of ASC 946, Financial Services – Investment Companies.

 

b.

Use of Estimates

 

The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in member’s capital from operations during the reporting period. Actual results could differ from those estimates.

 

c.

Statement of Cash Flows

 

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

 

d.

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.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

Significant Accounting Policies (continued)

 

d.

Fair Value Measurements (continued)

 

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.

 

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, the Fund early adopted ASU 2018-13 effective December 31, 2018. The impact of the Fund’s adoption was limited to changes in the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value 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.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

3.	Significant Accounting Policies (continued)

 

d.

Fair Value Measurements (continued)

 

Fair value measurement disclosure for each class of assets and liabilities requires greater disaggregation than the Master Fund’s line items in the Statements 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 year, 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, U.S. Treasuries, 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 forwards, low volume U.S. Treasuries, swaps 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 years ended December 31, 2020, 2019 and 2018, 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). The gross presentation of the fair value of the Master Fund’s derivatives by instrument type is shown in Note 5, “Trading Activities”.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

3.	Significant Accounting Policies (continued)

 

d.

Fair Value Measurements (continued)

 

At December 31, 2020 and 2019, financial instruments recorded at fair value, consisted of the following: 

 

ASSET TABLE
Description		Total Fair Value at December 31, 2020				Level 1				Level 2				Level 3
Investment in Securities		$	29,996,558			$	-			$	29,996,558			$	-
Futures Contracts			1,700,247				1,700,247				-				-
Total Assets		$	31,696,805			$	1,700,247			$	29,996,558			$	-

 

LIABILITIES TABLE
Description		Total Fair Value at December 31, 2020				Level 1				Level 2				Level 3
Futures Contracts		$	198,095			$	198,095			$	-			$	-
Total Liabilities		$	198,095			$	198,095			$	-			$	-
Net Assets and Liabilities		$	31,498,710			$	1,502,152			$	29,996,558			$	-

 

ASSET TABLE
Description		Total Fair Value at December 31, 2019				Level 1				Level 2				Level 3
Investment in Securities		$	84,927,113			$	84,927,113			$	-			$	-
Futures Contracts			3,446,749				3,446,749				-				-
Total Assets		$	88,373,862			$	88,373,862			$	-			$	-

 

LIABILITIES TABLE
Description		Total Fair Value at December 31, 2019				Level 1				Level 2				Level 3
Futures Contracts		$	5,117,104			$	5,117,104			$	-			$	-
Total Liabilities		$	5,117,104			$	5,117,104			$	-			$	-
Net Assets and Liabilities		$	83,256,758			$	83,256,758			$	-			$	-

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

3.	Significant Accounting Policies (continued)

 

d.

Fair Value Measurements (continued)

 

The Master Fund trades futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a derivable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Master Fund each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Master Fund. When the contract is closed, the Master Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and changes in net unrealized gains (losses) on futures contracts are included in the Statements of Operations.

 

The fair value of the Master Fund’s assets and liabilities which qualify as financial instruments approximates the carrying amounts presented in the Statements of Financial Condition.

 

e.

Redemptions Payable

 

Pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, capital withdrawals effective December 31, 2020 and 2019 have been reflected as redemptions payable in the Statements of Financial Condition.

 

f.

Cash

 

Cash represents cash held on deposit and in segregated accounts with UBS. The Master Fund considers all cash and short term deposits with original maturity of three months or less to be cash or cash equivalents. There are no cash equivalents held as at December 31, 2020 and 2019. Cash includes the initial cash margin of $3,479,359 and $12,857,135 held by UBS against open derivative positions at December 31, 2020 and 2019, respectively. Cash includes foreign cash balances equal to $1,379,913 (cost $1,336,418) and $3,107,768 (cost $3,061,847) at December 31, 2020 and 2019, respectively.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

3.	Significant Accounting Policies (continued)

 

g.

Foreign Currency Transactions

 

The Master Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held or derivatives traded. Such fluctuations are included within the net realized and unrealized gain or loss on futures and foreign currency.

 

h.

Income and Expenses Recognition

 

All of the income and expenses and realized and unrealized gains and losses on trading of commodity interests are determined on each valuation day, the close of business on the last day of each month, and allocated to the Feeder at the time of such determination.

 

The Master Fund earns interest income on 100% of the average daily equity in the Master Fund’s brokerage account at a rate equal to the monthly average 30-day U.S. Treasury bill rate. Interest income is recorded on an accrual basis.

 

i.

Master Fund Expenses

 

The Master Fund bears all expenses incurred in its business, including, but not limited to, the following: all costs and expenses related to portfolio transactions and positions for the Master Fund’s account; legal fees; accounting and auditing fees; custodial fees; costs of computing the Master Fund’s member’s capital value, including valuation services provided by third parties; all costs with respect to communications to investors; and other types of expenses approved by the member.

 

j.

Member’s Capital Value

 

Member’s capital of the Master Fund is calculated by the Administrator as of the close of business at the end of any fiscal period in accordance with the valuation principles set forth below or as may be determined from time to time pursuant to policies established by the member.

 

Profits and losses from trading in the Master Fund, net of transaction fees, will be allocated pro rata to the capital account of the Feeder based on the member’s capital in the capital account compared to the aggregate member’s capital of all other capital accounts in the Master Fund. The Master Fund’s expenses will be charged pro rata to the capital accounts of the Feeder.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

3.	Significant Accounting Policies (continued)

 

k.

Income Taxes

 

The Master Fund is classified as a partnership for U.S. federal income tax purposes and 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 Master 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. Management 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 the Statements of Operations. For the years ended December 31, 2020, 2019 and 2018, the Master Fund did not incur any interest or penalties.

 

4.	Related Party Transactions and Other Agreements

 

a.

Limited Liability Company Agreement

 

The Member Designee administers the business affairs of the Master Fund including selecting one or more advisors to make trading decisions for the Master Fund.

 

b.

Trading Advisory Agreement

 

The Member Designee, on behalf of the Master Fund, has entered into an advisory agreement (the “Trading Advisory Agreement”) with the Advisor, a registered commodity trading advisor. The Advisor is not affiliated with the Member Designee or UBS and is not responsible for the organization or operation of the Master Fund. The Trading Advisory Agreement provides that the Advisor has sole discretion in determining the investment of the assets of the Master Fund. All advisory fees in connection with the Trading Advisory Agreement shall be borne by the Feeder. The Trading Advisory Agreement may be terminated upon notice by either party.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

4.	Related Party Transactions and Other Agreements (continued)

 

c.

Customer Agreement

 

For the period ended June 30, 2016, with respect to transactions in the Master Fund that are allocable to the Feeder, the Feeder paid UBS a monthly brokerage fee equal to 3.5% per year of adjusted member's capital (the "Broker Fee") allocated pro rata from the Master Fund.

 

During the second and third quarter of 2016, the Feeder 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 Feeder and the Master Fund. As of July 1, 2016, the Master Fund (and indirectly the Feeder) ceased paying the Broker Fee to the Commodity Broker. In lieu of the Broker Fee, the Feeder will pay (or cause the Master Fund to pay on its behalf) an ongoing selling agent fee to UBS Financial Services Inc. (the "Selling Agent") at 3.5% per year of adjusted month-end member's capital.

 

In addition, the Feeder will pay or reimburse the Commodity Broker its allocable share of all actual transaction fees (including floor brokerage, exchange, clearing, give-up, user and NFA fees) estimated at approximately 0.10% of member's capital per year.

 

For the years ended December 31, 2020, 2019 and 2018, the Master Fund incurred brokerage commissions and trading fees of $ 82,548, $142,278 and $ 164,983. For the years ended December 31, 2020, 2019 and 2018, the Master Fund incurred selling agent fees of $2,248,722, $4,375,630 and $6,323,564 of which $107,303 and $296,178 remained payable as of December 31, 2020 and 2019.

 

5.	Trading Activities

 

The Master Fund was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Master Fund’s trading activities are shown in the Statements of Operations.

 

The Customer Agreement between the Master Fund and UBS 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 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 years ended December 31, 2020 and 2019, based on a monthly calculation, was 2,492 and 3,815, respectively.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

5.	Trading Activities (continued)

 

The Master Fund follows authoritative standards of accounting for derivative instruments, which establish disclosure requirements for entities to present enhanced information in order to provide users of financial statements with an improved degree of transparency and understanding of how and why an entity uses derivative instruments, how derivative instruments are accounted for, and how derivative instruments affect an entity’s financial position, results of operations and its cash flows. In order to provide such information to financial statement users, the Master Fund provides qualitative disclosures about an entity’s associated risk exposures, quantitative disclosures about fair value amounts of derivative instruments and the gains and losses from derivative instruments.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

5.

Trading Activities (continued)

 

The following table indicated the gross fair values of derivative instruments of futures contracts as separate assets and liabilities as of December 31, 2020 and 2019.

 

		December 31, 2020				December 31, 2019
ASSETS
Futures Contracts
Currencies		$	197,364			$	308,678
Energy			79,903				723,271
Financials			140,013				97,797
Grains			470,655				134,076
Index			236,906				564,001
Materials			47,305				-
Meats			34,968				370
Metals			493,133				1,618,556
Total unrealized appreciation on open futures contracts		$	1,700,247			$	3,446,749
LIABILITIES
Futures Contracts
Currencies		$	(7,834	)		$	(889,246	)
Energy			(9,070	)			(13,809	)
Financials			(20,934	)			(1,219,047	)
Grains			(36,160	)			(995,542	)
Index			(1,794	)			(237,530	)
Industrials			-				-
Materials			-				(2,405	)
Meats			(27,340	)			(32,588	)
Metals			(94,963	)			(1,726,937	)
Total unrealized depreciation on open futures contracts		$	(198,095	)		$	(5,117,104	)
Net unrealized appreciation (depreciation) on open futures contracts*		$	1,502,152			$	(1,670,355	)

 

* These amounts are shown in “Net unrealized appreciation (depreciation) on open futures contracts” on the Statements of Financial Condition.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

5.

Trading Activities (continued)

 

The following table indicates the trading gains and losses, by market sector, on derivative instruments for the years ended December 31, 2020, 2019 and 2018.

 

		For the year ended				For the year ended				For the year ended
		December 31, 2020				December 31, 2019				December 31, 2018
		Gain (loss)				Gain (loss)				Gain (loss)
Sector		from trading				from trading				from trading
Currencies		$	(3,977,101	)		$	(44,206	)		$	(2,937,258	)
Energy			(4,270,754	)			(4,976,047	)			4,471,466
Financials			2,228,760				6,615,138				2,203,747
Grains			(661,184	)			(885,767	)			1,507,008
Index			(10,930,997	)			5,575,320				(4,138,131	)
Industrials			-				(8,932	)			19,228
Materials			68,130				187,185				(194,510	)
Meats			717,126				(1,960,466	)			(483,477	)
Metals			(4,140,939	)			(2,957,621	)			(1,675,674	)
U.S. Treasury Bills			25,619				18,857				-
		$	(20,941,340	)**		$	1,563,461	**		$	(1,227,601	)**

 

** These amounts are shown in “Net Realized and Change in Unrealized Gain/(Loss) from Securities and Derivative Instruments” on the Statements of Operations.

 

6.

Financial Instruments 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 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 swaps, forwards and options contracts.

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 instruments because of the greater risk of default by the counterparty to an OTC contract. For the years ended December 31, 2020 and 2019, the Master Fund traded futures and U.S. Treasury Bills.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

6.

Financial Instruments Risks (continued)

  

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.

 

Certain impacts to public health conditions particular to the coronavirus (COVID-19) outbreak that occurred may have a significant negative impact on the operations and profitability of the Master Funds' investments. The extent of the impact to the financial performance of the Master Fund will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.

 

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. 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. There is no collateral posted by UBS and as such, in the event of default by UBS, the Master Fund is exposed to the amount shown in the Statements of Financial Condition. Futures contracts are conducted through regulated exchanges which have margin requirements, and are settled in cash on a daily basis, thereby minimizing credit risk.

 

 

Sydling WNT Master Fund LLC

 

Notes to Financial Statements (continued)

 

 

December 31, 2020, 2019 and 2018

(Expressed in U.S. Dollars)

 

 

7.

Subsequent Events

 

Management has evaluated the impact of all subsequent events on the Master Fund through March 26, 2021, the date these financial statements were available to be issued. Subsequent to year end redemptions were paid to the Fund totaling $3,436,710. Management has determined that there were no additional subsequent events requiring recognition or disclosure in the financial statements.

 

 

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

 

Not Applicable.

 

Item 9A. 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 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 management, including the President and Chief Financial Officer (“CFO”) of the Member Designee, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

 

Management 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.

 

The Member Designee’s President and CFO have evaluated the effectiveness of the Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2020 and, based on that evaluation, the Member Designee'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 the Member Designee’s President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with 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 GAAP, and (ii) the Fund’s receipts are handled and expenditures are made only pursuant to authorizations of the Member Designee; 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.

 

The report included in “Item 8. Financial Statements and Supplementary Data.” includes management’s report on internal control over financial reporting (“Management’s Report”).

 

There were no changes in the Fund’s internal control over financial reporting during the fiscal quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The Fund has no officers, directors or employees and its affairs are managed by Sydling. Investment decisions are made by the Advisor.

 

The officers and directors of the Member Designee are Jerry Pascucci (President and Director), Daryl Dewbrey (Senior Vice President, Secretary and Director), Jennifer Magro (Chief Financial Officer and Director) and James Pellicane (Director). Each director of the Member Designee holds office until the earlier of his or her death, resignation or removal. Vacancies on the board of directors may be filled by either (i) the majority vote of the remaining directors or (ii) UBS Alternatives LLC, as the sole member of the Member Designee. The officers of the Member Designee are designated by the Member Designee’s board of directors. Each officer will hold office until his or her successor is designated and qualified or until his or her death, resignation or removal.

 

The Fund has not adopted a code of ethics that applies to officers because it has no officers. In addition, the Fund has not adopted any procedures by which investors may recommend nominees to the Fund’s board of directors, and has not established an audit committee because it has no board of directors.

 

Item 11. Executive Compensation.

 

The Fund has no directors or officers. Its affairs are managed by the Member Designee, which receives compensation for its services, as set forth under “Item 1. Business.” UBS Securities, an affiliate of the Member Designee, is the commodity broker for the Fund and receives brokerage commissions and clearing fees for such services, as described under “Item 1. Business.” During the years ended December 31, 2020, 2019, and 2018, UBS Securities earned $82,548, $142,278, and $164,983, respectively, in brokerage commissions and clearing fees from the Master Fund. The Advisor earned $960,605, $1,869,369, and $2,701,743 in advisory fees during 2020, 2019, and 2018, respectively. The Member Designee earned $320,202, $623,123, and $900,581 in administrative fees during 2020, 2019, and 2018, respectively. The Advisor earned an incentive fee of $0, $0, and $311,386 for the years ended December 31, 2020, 2019, and 2018, respectively.

 

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

 

(a) Security ownership of certain beneficial owners. As of February 29, 2021, there are no beneficial owners of more than 5% of the Redeemable Units outstanding.

 

(b) Security ownership of management. Under the terms of the LLC Agreement, the Fund’s affairs are managed by the Member Designee. The following table indicates securities owned by management as of December 31, 2020:

 

(1) Title of Class		(2) Name of Beneficial Owner		(3) Amount and Nature of Beneficial Ownership				(4) Percent of Class
Member Designee unit equivalents		Member Designee			25.000				0.06	%

 

(c) Changes in control. None.

 

 

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

 

(a) Transactions with related persons. None.

 

(b) Review, approval or ratification of transactions with related persons. Not applicable.

 

(c) Promoters and certain control persons. UBS Financial Services and the Member Designee would be considered promoters for purposes of item 404(d) of Regulation S-K. The nature and the amounts of compensation each promoter will receive, if any, from the Fund are set forth under “Item 1. Business” and “Item 11. Executive Compensation.”

 

Item 14. Principal Accountant Fees and Services.

 

---

(1) Audit Fees. The aggregate fees billed and accrued for each of the last two fiscal years for professional services rendered by Ernst & Young LLP (“EY”) in the years ended December 31, 2020 and 2019 for the audit of the Fund’s annual financial statements, review of financial statements included in the Fund’s Forms 10-Q and 10-K and other services normally provided in connection with regulatory filings or engagements were:

 

2020		$	35,900
2019		$	35,900

 

(2) Audit-Related Fees. None

 

(3) Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by EY for tax compliance and tax advice given in the preparation of the Fund’s Schedule K1s, the preparation of the Fund’s Form 1065 and preparation of State Tax Returns were:

 

2020		$	66,000
2019		$	60,000

 

(4) All Other Fees. None.

 

(5) Not Applicable.

 

(6) Not Applicable.

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a)(1)	Financial Statements:
	Statements of Financial Condition of the Fund at December 31, 2020 and 2019
	Statements of Operations for the years ended December 31, 2020, 2019 and 2018
	Statements of Changes in Members’ Capital for the years ended December 31, 2020, 2019 and 2018
	Notes to Financial Statements
(2)	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).
	(a)	Amended and Restated LLC Agreement (files as Exhibit 3.3 to the Current Report on Form 8-K filed on July 9, 2018 and incorporated herein by reference).
	Exhibit 4.1	Description of Securities (filed as Exhibit 4.1 to the Form 10-K filed on March 30, 2020 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).
		(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 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).
		(c)			Letter from Sydling extending the Trading Advisory Agreement for 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).
		(d)			Letter from Sydling extending the Trading Advisory Agreement for 2018, dated June 30, 2017 (filed as Exhibit 10.4(d) to the Form 10-Q filed on November 14, 2017 and incorporated herein by reference).
		(e)			Amendment Agreement to the Trading Advisory Agreement, dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 17, 2018 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).

 

 

The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference.

 

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

31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer).

32.1 — Section 1350 Certification (Certification of President and Director).

32.2 — Section 1350 Certification (Certification of Chief Financial Officer).

 

101. INS	XBRL Instance Document.
101. SCH	XBRL Taxonomy Extension Schema Document.
101. CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101. LAB	XBRL Taxonomy Extension Label Linkbase Document.
101. PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101. DEF	XBRL Taxonomy Extension Definition Document.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CAVENDISH FUTURES FUND LLC
By:	Sydling Futures Management LLC
By:	/s/ Jerry Pascucci
	Jerry Pascucci,
	President & Director
	Date: March 31, 2021

 

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

 

/s/Jerry Pascucci		/s/ Daryl Dewbrey		/s/ James Pellicane
Jerry Pascucci		Daryl Dewbrey		James Pellicane
President and Director		Director		Director
Sydling Futures Management LLC		Sydling Futures Management LLC		Sydling Futures Management LLC
Date: March 31, 2021		Date: March 31, 2021		Date: March 31, 2021
/s/ Jennifer Magro
Jennifer Magro
Chief Financial Officer
Sydling Futures Management LLC
Date: March 31, 2021

 

 

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

 

Annual Report to Members

 

No proxy material has been sent to Members.