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EX-32.02 - EX-32.02 - MAN FRM MANAGED FUTURES STRATEGIES LLCa17-8875_1ex32d02.htm
EX-32.01 - EX-32.01 - MAN FRM MANAGED FUTURES STRATEGIES LLCa17-8875_1ex32d01.htm
EX-31.02 - EX-31.02 - MAN FRM MANAGED FUTURES STRATEGIES LLCa17-8875_1ex31d02.htm
EX-31.01 - EX-31.01 - MAN FRM MANAGED FUTURES STRATEGIES LLCa17-8875_1ex31d01.htm

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended March 31, 2017

 

OR

 

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

 

For the transition period from                  to

 

Commission File Number 0-52505

 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

30-0408280

(State or other jurisdiction of

 

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

incorporation or organization)

 

 

 

c/o FRM Investment Management (USA) LLC

452 Fifth Avenue, 26th Floor

New York, New York 10018

(Address of principal executive offices)

(Zip Code)

 

212-649-6600

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x   No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes x  No o

 

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

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

 

Emerging growth company o

 

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. o

 

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

Yes o  No x

 

As of March 31, 2017, 98,934,965 units of limited liability company interest were outstanding.

 

 

 



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

 

QUARTERLY REPORT FOR March 31, 2017 ON FORM 10-Q

 

Table of Contents

 

PART I—FINANCIAL INFORMATION

 

 

 

PAGE

 

 

 

Item 1.

Financial Statements

1

 

 

 

Item 2.

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

15

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

19

 

 

 

Item 4.

Controls and Procedures

25

 

 

 

PART II—OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

25

 

 

 

Item 1A.

Risk Factors

25

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 3.

Defaults Upon Senior Securities

26

 

 

 

Item 4.

Mine Safety Disclosures

26

 

 

 

Item 5.

Other Information

26

 

 

 

Item 6.

Exhibits

26

 



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Formerly Systematic Momentum FuturesAccess LLC)

(a Delaware Limited Liability Company)

 

STATEMENTS OF FINANCIAL CONDITION

 

 

 

March 31,
2017
(unaudited)

 

December 31,
2016

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

41,109,810

 

$

48,971,063

 

Investment in Affiliated Funds (Cost: $66,921,047 and $77,057,266 at March 31, 2017 and December 31, 2016, respectively)

 

60,788,586

 

68,779,867

 

Investment in Affiliated Funds paid in advance

 

 

100,000

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

101,898,396

 

$

117,850,930

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ CAPITAL:

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Management fee payable

 

519,777

 

606,974

 

Redemptions payable

 

657,981

 

1,846,095

 

Professional fees payable

 

202,212

 

194,639

 

Administrative fee payable

 

14,649

 

46,954

 

Other liabilities

 

216,694

 

217,974

 

 

 

 

 

 

 

Total liabilities

 

1,611,313

 

2,912,636

 

 

 

 

 

 

 

MEMBERS’ CAPITAL:

 

 

 

 

 

Members’ Capital (98,934,965 Units and 113,650,916 Units outstanding at March 31, 2017 and December 31, 2016, respectively; unlimited Units authorized)

 

100,287,083

 

114,938,294

 

Total Members’ Capital

 

100,287,083

 

114,938,294

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ CAPITAL

 

$

101,898,396

 

$

117,850,930

 

 

 

 

 

 

 

NET ASSET VALUE PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

Class A

 

$

1.0419

 

$

1.0385

 

Class C

 

$

0.9858

 

$

0.9851

 

Class D

 

$

1.3515

 

$

1.3421

 

Class I

 

$

1.1315

 

$

1.1267

 

Class M

 

$

0.9983

 

$

0.9915

 

Class AA

 

$

0.9138

 

$

0.9133

 

Class II

 

$

0.9416

 

$

0.9382

 

Class MM

 

$

0.9156

 

$

0.9106

 

 

See notes to financial statements.

 

1



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Formerly Systematic Momentum FuturesAccess LLC)

(a Delaware Limited Liability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

For the three
months ended
March 31, 2017

 

For the three
months ended
March 31, 2016

 

TRADING PROFIT (LOSS), NET:

 

 

 

 

 

Realized from Affiliated Funds, net

 

$

(1,111,219

)

$

(3,591,007

)

Change in unrealized from Affiliated Funds, net

 

2,144,938

 

9,698,128

 

 

 

 

 

 

 

Total trading profit (loss), net

 

1,033,719

 

6,107,121

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Management fee

 

519,777

 

812,546

 

Professional fees

 

80,494

 

140,755

 

Administrative fee

 

58,746

 

84,645

 

Other expenses

 

63,459

 

172,515

 

Total expenses

 

722,476

 

1,210,461

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(722,476

)

(1,210,461

)

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

311,243

 

$

4,896,660

 

 

 

 

 

 

 

NET INCOME (LOSS) PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Units outstanding

 

 

 

 

 

Class A

 

15,753,019

 

22,552,383

 

Class C

 

60,962,851

 

94,659,385

 

Class D

 

2,817,643

 

2,949,004

 

Class I

 

11,714,139

 

13,451,300

 

Class M

 

4,725,021

 

7,175,139

 

Class AA

 

5,231,545

 

2,088,361

 

Class II

 

6,187,523

 

1,991,073

 

Class MM

 

28,831

 

37,368

*

 

 

 

 

 

 

Net income (loss) per weighted average Unit

 

 

 

 

 

Class A

 

$

0.0036

 

$

0.0355

 

Class C

 

$

0.0015

 

$

0.0322

 

Class D

 

$

0.0141

 

$

0.0495

 

Class I

 

$

0.0054

 

$

0.0394

 

Class M

 

$

0.0072

 

$

0.0390

 

Class AA

 

$

0.0105

 

$

0.0196

 

Class II

 

$

(0.0047

)

$

0.0238

 

Class MM

 

$

0.0050

 

$

(0.0127

)*

 


*Units issued on January 25, 2016.  Amounts presented reflect the period from January 25, 2016 through March 31, 2016.

 

See notes to financial statements.

 

2



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Formerly Systematic Momentum FuturesAccess LLC)

(a Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2017

(unaudited) (in Units)

 

 

 

Members’ Units
December 31, 2015

 

Subscriptions

 

Redemptions

 

Members’ Units
March 31, 2016

 

Members’ Units
December 31, 2016

 

Subscriptions#

 

Redemptions#

 

Members’ Units
March 31, 2017

 

Class A

 

22,965,118

 

 

(947,937

)

22,017,181

 

16,241,456

 

 

(950,153

)

15,291,303

 

Class C

 

97,914,221

 

 

(6,404,191

)

91,510,030

 

65,856,570

 

 

(11,546,157

)

54,310,413

 

Class D

 

2,949,004

 

 

 

2,949,004

 

2,966,509

 

 

(893,199

)

2,073,310

 

Class I

 

13,589,522

 

 

(363,612

)

13,225,910

 

12,172,207

 

 

(1,069,312

)

11,102,895

 

Class M

 

7,623,525

 

 

(584,938

)

7,038,587

 

4,766,784

 

 

(97,817

)

4,668,967

 

Class AA

 

1,187,288

 

1,235,326

 

 

2,422,614

 

6,086,052

 

12,108

 

(5,084,047

)

1,014,113

 

Class II

 

1,584,229

 

617,046

 

 

2,201,275

 

5,532,507

 

4,912,626

 

 

10,445,133

 

Class MM

 

 

43,497

 

 

43,497

 

28,831

 

 

 

28,831

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Units

 

147,812,907

 

1,895,869

 

(8,300,678

)

141,408,098

 

113,650,916

 

4,924,734

 

(19,640,685

)

98,934,965

 

 


# Includes transfer of 5,058,851 units out of Class AA for 4,912,626 units of Class II, on March 20, 2017.

 

Amounts have been rounded to the nearest whole unit.

 

See notes to financial statements.

 

3



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Formerly Systematic Momentum FuturesAccess LLC)

(a Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2017

(unaudited) (in Dollars)

 

 

 

Members’
Capital
December 31,
2015

 

Subscriptions

 

Redemptions

 

Net Income
(Loss)

 

Members’
Capital
March 31, 2016

 

Members’
Capital
December 31,
2016

 

Subscriptions#

 

Redemptions#

 

Net Income
(Loss)

 

Members’
Capital
March 31, 2017

 

Class A

 

$

25,487,679

 

$

 

$

(1,090,666

)

$

801,059

 

$

25,198,072

 

$

16,866,886

 

$

 

$

(991,672

)

$

56,335

 

$

15,931,549

 

Class C

 

104,115,262

 

 

(7,075,088

)

3,052,050

 

100,092,224

 

64,874,067

 

 

(11,425,372

)

92,435

 

53,541,130

 

Class D

 

4,166,825

 

 

 

146,070

 

4,312,895

 

3,981,497

 

 

(1,219,037

)

39,611

 

2,802,071

 

Class I

 

16,298,259

 

 

(454,681

)

529,803

 

16,373,381

 

13,714,872

 

 

(1,215,151

)

63,210

 

12,562,931

 

Class M

 

7,957,252

 

 

(632,852

)

279,844

 

7,604,244

 

4,726,041

 

 

(98,819

)

34,036

 

4,661,258

 

Class AA

 

1,170,463

 

1,245,215

 

 

40,977

 

2,456,655

 

5,558,184

 

11,000

 

(4,697,275

)

54,818

 

926,727

 

Class II

 

1,585,992

 

640,000

 

 

47,332

 

2,273,324

 

5,190,493

 

4,673,872

 

 

(29,346

)

9,835,019

 

Class MM

 

 

43,831

 

 

(475

)

43,356

 

26,254

 

 

 

144

 

26,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Capital

 

$

160,781,732

 

$

1,929,046

 

$

(9,253,287

)

$

4,896,660

 

$

158,354,151

 

$

114,938,294

 

$

4,684,872

 

$

(19,647,326

)

$

311,243

 

$

100,287,083

 

 


# Includes transfers in to Class II, from Class AA, of $4,673,872 on March 20, 2017.

 

Amounts have been rounded to the nearest dollar.

 

See notes to financial statements.

 

4



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Formerly Systematic Momentum FuturesAccess LLC)

(a Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2017 (unaudited)

 

The following per Unit data and ratios have been derived from information provided in the financial statements.

 

 

 

Class A

 

Class C

 

Class D

 

Class I

 

Class M

 

Class AA

 

Class II

 

Class MM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Unit Operating Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

1.0385

 

$

0.9851

 

$

1.3421

 

$

1.1267

 

$

0.9915

 

$

0.9133

 

$

0.9382

 

$

0.9106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and net change in unrealized trading profit (loss)

 

0.0093

 

0.0087

 

0.0119

 

0.0100

 

0.0087

 

0.0079

 

0.0084

 

0.0081

 

Net investment loss (b)

 

(0.0059

)

(0.0080

)

(0.0025

)

(0.0052

)

(0.0019

)

(0.0074

)

(0.0050

)

(0.0031

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

1.0419

 

$

0.9858

 

$

1.3515

 

$

1.1315

 

$

0.9983

 

$

0.9138

 

$

0.9416

 

$

0.9156

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return: (a)(c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return

 

0.33

%

0.07

%

0.70

%

0.43

%

0.69

%

0.05

%

0.35

%

0.55

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Members’ Capital: (b)(c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

0.56

%

0.81

%

0.19

%

0.46

%

0.19

%

0.81

%

0.52

%

0.34

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

 

(0.56

)%

(0.81

)%

(0.19

)%

(0.46

)%

(0.19

)%

(0.81

)%

(0.52

)%

(0.34

)%

 


(a)           The total return is calculated for each class taken as a whole based on the change in net asset value. An individual member’s return may vary from these returns based on the timing of the capital transactions.

(b)          The amounts do not reflect the proportionate share of expense from the Affiliated Funds.

(c)           The ratios and total return are not annualized.

 

See notes to financial statements.

 

5



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Formerly Systematic Momentum FuturesAccess LLC)

(a Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 (unaudited)

 

The following per Unit data and ratios have been derived from information provided in the financial statements.

 

 

 

Class A

 

Class C

 

Class D

 

Class I

 

Class M

 

Class AA

 

Class II

 

Class MM*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Unit Operating Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

1.1098

 

$

1.0633

 

$

1.4130

 

$

1.1993

 

$

1.0438

 

$

0.9858

 

$

1.0011

 

$

1.0000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and net change in unrealized trading profit (loss)

 

0.0418

 

0.0400

 

0.0531

 

0.0451

 

0.0392

 

0.0371

 

0.0376

 

(0.0001

)

Net investment loss (b)

 

(0.0071

)

(0.0095

)

(0.0036

)

(0.0064

)

(0.0026

)

(0.0088

)

(0.0060

)

(0.0031

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

1.1445

 

$

1.0938

 

$

1.4625

 

$

1.2380

 

$

1.0804

 

$

1.0141

 

$

1.0327

 

$

0.9968

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return: (a)(c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return

 

3.13

%

2.87

%

3.50

%

3.23

%

3.51

%

2.87

%

3.16

%

(0.32

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Members’ Capital: (b)(c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

0.62

%

0.87

%

0.24

%

0.52

%

0.24

%

0.87

%

0.58

%

0.41

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

 

(0.62

)%

(0.87

)%

(0.24

)%

(0.52

)%

(0.24

)%

(0.87

)%

(0.58

)%

(0.41

)%

 


(a)           The total return is calculated for each class taken as a whole based on the change in net asset value. An individual member’s return may vary from these returns based on the timing of the capital transactions.

(b)          The amounts do not reflect the proportionate share of expense from the Affiliated Funds.

(c)           The ratios and total return are not annualized.

 

*                  Class MM units issued on January 25, 2016.

 

See notes to financial statements.

 

6



 

MAN FRM MANAGED FUTURES STRATEGIES LLC

(Formerly Systematic Momentum FuturesAccess LLC)

(a Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS

(unaudited)

 

1.                          ORGANIZATION

 

Man FRM Managed Futures Strategies LLC (the “Fund”), a Delaware limited liability company, is a managed futures fund of funds managed by FRM Investment Management (USA) LLC (the “Manager” or “FRM”). FRM is registered as a commodity pool operator (“CPO”) and commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchange Act.  FRM is also registered as an investment adviser under the Investment Advisers Act of 1940. FRM is an indirect wholly-owned subsidiary of Man Group plc (“Man Group”). The Fund was organized under the Delaware Limited Liability Company Act in March 2007 and commenced operations in April 2007. The Fund is an investment company as defined by Accounting Standards Codification (“ASC”) guidance. The Fund was previously known as “Systematic Momentum FuturesAccess LLC” through April 30, 2015.

 

Under the direction of the Manager, the Fund allocates its capital among a group of underlying related party funds (each an “Affiliated Fund”, and collectively the “Affiliated Funds”) which, in turn, allocate capital to related party master funds (each a “Master Fund” and collectively the “Master Funds”) that implement a systematic-based managed futures strategy under the direction of related party commodity trading advisors (each a “Trading Advisor” and collectively, the “Trading Advisors”).

 

The Manager invests the Fund’s assets in Affiliated Funds that are on the FRM platform. The Affiliated Funds invested in by the Fund are established as Delaware limited liability companies, each of which engages the Manager as the risk manager and each of which further invests in a Master Fund, established as a Cayman Islands exempted company, which engages a single Trading Advisor (see Note 3). As of March 31, 2017, there are six Affiliated Funds (see Note 3) held by the Fund. The Manager serves as CPO of the Affiliated Funds and Master Funds.

 

Unless the context requires otherwise, references to the Fund in these financial statements notes, also refer to the Affiliated Funds and the Master Funds in which the Affiliated Funds invest. Reference to the investment process, strategies, objectives or activities of the Fund and the Affiliated Funds refer to the investment activities of the Master Funds through which the Affiliated Funds and Fund indirectly conduct their investment processes, strategies, objectives and activities.

 

Interests in the Fund are not insured or otherwise protected by the Federal Deposit Insurance Corporation or any other government authority. Interests are not deposits or other obligations of, and are not guaranteed by any bank. Interests are subject to investment risks, including the possible loss of the full amount invested.

 

In the opinion of management, these unaudited interim financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial condition of the Fund as of March 31, 2017 and December 31, 2016 and the results of its operations for the three month periods ended March 31, 2017 and 2016. However, the operating results for the interim periods may not be indicative of the results for the full year.

 

7



 

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Fund’s report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2016.

 

2.                          SIGNIFICANT ACCOUNTING POLICIES

 

The Fund prepares its financial statements in conformity with U.S. GAAP. These financial statements have applied the guidance as set forth in the Financial Accounting Standards Board (“FASB”) ASC 946, Financial Services - Investment Companies. The following is a summary of the significant accounting and reporting policies used in preparing the financial statements.

 

Cash and Cash Equivalents

 

The Fund considers all highly liquid investments, with a maturity of three months or less when acquired, to be cash equivalents. As of March 31, 2017 and December 31, 2016, the Fund does not hold any cash equivalents. Cash is held at a nationally recognized financial institution.

 

Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and such differences could be material.

 

Income Taxes

 

No provision for income taxes has been made in the accompanying financial statements as each member is individually responsible for reporting income or loss based on such member’s share of the Fund’s income and expenses as reported for income tax purposes.

 

The Fund follows the ASC guidance on accounting for uncertain tax positions.  This guidance provides how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  This guidance also requires the evaluation of tax positions taken or expected to be taken in the course of preparing the 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 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. A prospective investor should be aware that, among other things, income taxes could have a material adverse effect on the periodic calculations of the net asset value (“NAV”) of the Fund, including reducing the NAV of the Fund to reflect reserves for income taxes, such as foreign withholding taxes, that may be payable by the Fund or the Affiliated Funds. This could cause benefits or detriments to certain investors, depending upon the timing of their entry and exit from the Fund. The Manager has analyzed the Fund’s tax positions and has concluded that no provision for income tax is required in the Fund’s financial statements. The following is the major tax jurisdiction for the Fund and the earliest tax year subject to examination: United States — 2014.

 

8



 

Distributions

 

Each investor is entitled to receive, equally per unit, any distributions which may be made by the Fund. No such distributions have been declared for the periods ended March 31, 2017 and 2016.

 

Subscriptions

 

The Fund generally offers units (“Units”) for investment each Monday (or, where such day is not a business day, the immediately following business day) and/or such other days as the Manager may determine in its sole discretion (each a “Subscription Day”). Investors must submit their executed subscription agreement five business days prior to the Subscription Day.  Investors’ subscriptions will be used to purchase a number of Units, including fractional Units, with an aggregate NAV, equal to the dollar amount invested.

 

Each member shares in the profits and losses of the Fund in proportion to the number of Units held by each member. However, no member is liable for obligations of the Fund in excess of its capital subscription and net profits or losses, if any. Except as noted above in respect to sales commissions and in Notes 6 below in respect of fees, the classes of units are identical.

 

Redemptions

 

Investors in the Fund generally may redeem any or all of their Units at NAV, in whole or fractional Units, effective as of (i) each Friday (or, where such day is not a business day, the immediate following business day) and/or (ii) such other days as the Manager may determine in its sole discretion (each a “Redemption Day”), upon providing notice to the Fund in writing (or in such other manner as the Manager may determine in its sole discretion) not less than four business days prior to the Redemption Day. The NAV of redeemed Units is determined as of the Redemption Date. Investors will remain exposed to fluctuations in NAV during the period between submission of their redemption requests and the applicable Redemption Date.

 

3.                          INVESTMENTS IN AFFILIATED FUNDS

 

As of March 31, 2017, the Fund held investments in the following six Affiliated Funds, and the respective Master Funds: (i) Blakeney Delaware Feeder LLC (“Blakeney”) which invests in Blakeney Fund Limited, (ii) Campbell Delaware Feeder LLC (“Campbell”) which invests in Campbell MAC Cayman Fund Limited, (iii) CCP Core Macro Delaware Feeder LLC (“CCP Core Macro”) which invests in CCP Core Macro Cayman Fund Limited, (iv) Century CAT MAC Delaware Feeder LLC (“Century CAT”) which invests in Century CAT MAC Cayman Fund Limited, (v) Quantica MF Delaware Feeder LLC (“Quantica MF”) which invests in Quantica MF Cayman Fund Limited, and (vi) Silver Delaware Feeder LLC (“Silver”) which invests in Silver MAC Limited.  As used herein, Trading Advisor in respect of an Affiliated Fund refers to the Trading Advisor of its related Master Fund. FRM, in its discretion, may change the Affiliated Funds at any time. FRM, also at its discretion, may vary the percentage of the Fund’s total portfolio allocated to the different Affiliated Funds. In the process of rebalancing, the Fund’s allocation to any individual Affiliated Fund may range between 3% - 25% of the Fund’s NAV.

 

During the period, the Fund had no purchases and sales of $9,025,000 of investments in Affiliated Funds. The investment transactions were accounted for on trade date. The investments in the Affiliated Funds are valued at fair value and are reflected in the Statements of Financial Condition. In determining fair value, FRM utilized the NAV of the Affiliated Funds which approximates fair value. The fair value was net of all fees relating to the Affiliated Funds, paid or accrued. Additionally, FRM monitored the

 

9



 

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

 

The details of investments in Affiliated Funds at and for the period ended March 31, 2017 are as follows:

 

 

 

Percentage of
Members’
Capital

 

Fair Value

 

Profit (Loss)

 

Cost @ 3/31/17

 

Redemptions
Permitted

 

Blakeney

 

10.51

%

$

10,543,313

 

$

254,418

 

$

10,875,100

 

Weekly

 

Campbell

 

9.18

%

9,210,126

 

(81,157

)

11,164,418

 

Weekly

 

CCP Core Macro

 

11.20

%

11,230,317

 

276,871

 

11,932,997

 

Weekly

 

Century CAT

 

11.89

%

11,925,544

 

86,852

 

13,983,364

 

Weekly

 

Quantica MF

 

8.84

%

8,861,055

 

766,261

 

8,307,664

 

Weekly

 

Silver

 

8.99

%

9,018,231

 

(269,526

)

10,657,504

 

Weekly

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60.61

%

$

60,788,586

 

$

1,033,719

 

$

66,921,047

 

 

 

 

The details of investments in Affiliated Funds at and for the year ended December 31, 2016 are as follows:

 

 

 

Percentage of
Members’
Capital

 

Fair Value

 

Profit (Loss)

 

Cost @
12/31/16

 

Redemptions
Permitted

 

Blakeney

 

11.13

%

$

12,788,895

 

$

(15,627

)

$

13,427,752

 

Weekly

 

Campbell

 

9.33

%

10,721,283

 

(3,135,990

)

13,028,816

 

Weekly

 

Carlisle*

 

 

 

713,644

 

 

Weekly

 

CCP Core Macro

 

10.12

%

11,633,446

 

(425,212

)

12,743,445

 

Weekly

 

Century CAT**

 

12.32

%

14,163,692

 

(2,881,308

)

16,787,646

 

Weekly

 

Quantica MF

 

8.64

%

9,934,794

 

1,510,060

 

10,088,625

 

Weekly

 

Silver

 

8.30

%

9,537,757

 

17,504

 

10,980,982

 

Weekly

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59.84

%

$

68,779,867

 

$

(4,216,929

)

$

77,057,266

 

 

 

 


* Affiliated Fund was redeemed in April 2016 and the Fund received proceeds of $8,826,829.

** Affiliated Fund purchased in March 2016.

 

The details of investments in Affiliated Funds at and for the period ended March 31, 2016 are as follows:

 

 

 

Percentage of
Members’
Capital

 

Fair Value

 

Profit (Loss)

 

Cost @
3/31/2016

 

Redemptions
Permitted

 

Blakeney

 

13.19

%

$

20,891,586

 

$

1,012,064

 

$

20,239,881

 

Weekly

 

Campbell

 

14.65

%

23,212,154

 

844,881

 

23,338,007

 

Weekly

 

Carlisle

 

5.47

%

8,659,833

 

989,062

 

8,028,985

 

Weekly

 

CCP Core Macro

 

5.88

%

9,304,765

 

751,107

 

9,666,267

 

Weekly

 

Century CAT*

 

10.47

%

16,576,206

 

(73,794

)

16,650,000

 

Weekly

 

Quantica MF

 

6.58

%

10,421,699

 

1,276,965

 

11,912,482

 

Weekly

 

Silver

 

8.32

%

13,172,089

 

1,306,836

 

14,134,162

 

Weekly

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

64.56

%

$

102,238,332

 

$

6,107,121

 

$

103,969,784

 

 

 

 


* Affiliated Fund purchased in March 2016.

 

10



 

As of March 31, 2017, December 31, 2016 and March 31, 2016, there are no investments held by the Affiliated Funds and the Affiliated Funds’ Master Funds that in the aggregate exceed 5% of the Fund’s members’ capital.

 

The following is summarized financial information as required by Regulation S-X, for each of the Affiliated Funds:

 

 

 

As of March 31, 2017

 

 

 

Total Assets

 

Total Liabilities

 

Total Capital

 

Blakeney

 

$

10,702,452

 

$

149,477

 

$

10,552,975

 

Campbell

 

9,358,506

 

140,721

 

9,217,785

 

CCP Core Macro

 

11,353,154

 

114,244

 

11,238,910

 

Century CAT

 

12,031,015

 

97,124

 

11,933,891

 

Quantica MF

 

9,008,090

 

139,233

 

8,868,857

 

Silver

 

9,165,418

 

140,305

 

9,025,113

 

 

 

 

 

 

 

 

 

Total

 

$

61,618,635

 

$

781,104

 

$

60,837,531

 

 

 

 

As of December 31, 2016

 

 

 

Total Assets

 

Total Liabilities

 

Total Capital

 

Blakeney

 

$

12,939,371

 

$

141,001

 

$

12,798,370

 

Campbell

 

10,859,354

 

130,341

 

10,729,013

 

CCP Core Macro

 

11,744,051

 

98,433

 

11,645,618

 

Century CAT

 

14,247,902

 

75,923

 

14,171,979

 

Quantica MF

 

10,069,651

 

127,622

 

9,942,029

 

Silver

 

9,670,349

 

125,495

 

9,544,854

 

 

 

 

 

 

 

 

 

Total

 

$

69,530,678

 

$

698,815

 

$

68,831,863

 

 

 

 

For the three months ended March 31, 2017

 

 

 

Income (Loss)

 

Commissions

 

Expenses

 

Net
Income (Loss)

 

Blakeney

 

$

311,240

 

$

 

$

(56,633

)

$

254,607

 

Campbell

 

(32,761

)

 

(48,467

)

(81,228

)

CCP Core Macro

 

389,693

 

 

(112,610

)

277,083

 

Century CAT#

 

138,220

 

 

(51,308

)

86,912

 

Quantica MF

 

813,552

 

 

(46,722

)

766,830

 

Silver

 

(222,015

)

 

(47,720

)

(269,735

)

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,397,929

 

$

 

$

(363,460

)

$

1,034,469

 

 

 

 

For the three months ended March 31, 2016

 

 

 

Income (Loss)

 

Commissions

 

Expenses

 

Net
Income (Loss)

 

Blakeney

 

$

1,094,270

 

$

 

$

(81,766

)

$

1,012,504

 

Campbell

 

923,026

 

 

(77,771

)

845,255

 

Carlisle

 

1,030,598

 

 

(40,260

)

990,338

 

CCP Core Macro

 

843,887

 

 

(49,494

)

794,393

 

Century CAT#

 

(68,350

)

 

(5,489

)

(73,839

)

Quantica MF

 

1,345,820

 

 

(68,443

)

1,277,377

 

Silver

 

1,363,029

 

 

(55,342

)

1,307,687

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

6,532,280

 

$

 

$

(378,565

)

$

6,153,715

 

 


#Affiliated Fund added in March 2016.

 

11



 

4.                          FAIR VALUE OF INVESTMENTS

 

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).

 

The fair value measurement guidance established by U.S. GAAP is a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 

Level I — Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by the fair market value measurement guidance in U.S. GAAP, the Fund does not adjust the quoted price for these investments even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

 

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of generally accepted and understood models or other valuation methodologies.

 

Level III — Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

 

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

 

FASB ASC 820 - Fair Value Measurement and Disclosures no longer requires investments for which fair value is determined based on practical expedient reliance to be reported utilizing the fair value hierarchy. As of March 31, 2017 and December 31, 2016, all of the investments were fair valued using the NAV as practical expedient of the Affiliated Funds.

 

5.                          MARKET, CREDIT AND CONCENTRATION RISKS

 

The nature of this Fund has certain risks, which cannot all be presented in the financial statements.  The following summarizes certain of those risks.

 

12



 

Market Risk

 

Derivative instruments involve varying degrees of market risk. Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Master Funds’ financial assets (liabilities) at fair value through profit or loss on such derivative instruments as reflected in the Statements of Financial Condition of the Master Funds. The Fund’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Master Funds as well as the volatility and liquidity of the markets in which the derivative instruments are traded.  Investments in foreign markets may also entail legal and political risks.

 

Credit Risk

 

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange/clearinghouse is pledged to support the financial integrity of the exchange/clearinghouse.  In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange traded contracts, and in the over-the-counter markets counterparties may also require margin.

 

The credit risk associated with these instruments from counterparty nonperformance is the derivatives, at fair value, if any, included in the Master Funds’ Statements of Financial Condition.

 

As of March 31, 2017 and Decmber 31, 2016, the Affiliated Funds held by the Fund do not invest directly in positions other than their related Master Funds. The Master Funds enter into contracts with various futures clearing brokers. These brokers may encounter financial difficulties that can impair the operating capabilities or the capital position of the Master Funds, and in turn, the Affiliated Funds. The Trading Advisors of the Master Funds will attempt to limit transactions to well-capitalized and established brokers in an effort to mitigate such risk.

 

Credit risk is the possibility that a loss may occur from the failure of a counterparty to make payments according to the terms of a contract. The Fund’s exposure to credit risk is contingent upon the Affiliated Funds and the brokers and counterparties which the Affiliated Funds transact business with as well as amounts recorded as assets in the Statements of Financial Condition.

 

Cash held as deposits may exceed the amount of federal insurance provided on such deposits and are therefore subject to credit risk.

 

Concentration Risk

 

The Fund’s investments in the Affiliated Funds are subject to the market and credit risk of the Affiliated Funds. Because the majority of the Fund’s capital is invested in the Affiliated Funds, any changes in the market conditions that would adversely affect the Affiliated Funds could significantly impact the solvency of the Fund.

 

13



 

Currency Risk

 

The Fund’s investments in the Affiliated Funds are subject to currency risk to the extent that the fair value or future cash flow of a financial instrument held by any Affiliated Fund will fluctuate because of changes in foreign exchange rates.

 

Liquidity Risk

 

Liquidity risk is the risk that the Fund will encounter difficulty in meeting obligations associated with financial liabilities. Redemption requests for Units are the main liquidity risk for the Fund. The Units are redeemable as outlined in Note 2. The exposure to liquidity risk through redemption requests for Units is managed by specifically setting the redemption notice period to accommodate the expected liquidity of the Affiliated Funds as agreed by the Investment Manager.

 

Indemnifications

 

The Fund enters into administrative and other professional service contracts that contain a variety of indemnifications.  The Fund’s maximum exposure under these arrangements is not known; however, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

6.                          RELATED PARTY TRANSACTIONS

 

The Manager receives monthly management fees (“Management Fees”) based on the aggregate NAV of the Class of Units. The respective Management Fee rates are: Class A Units 1.5% per annum; Class C Units 2.5% per annum, Class I Units 1.1% per annum, Class AA units 2.5% per annum; Class II units 1.35% per annum; Class MM units 0.60% per annum. Class D Units and Class M Units are not charged Management Fees.

 

7.                          WEIGHTED AVERAGE UNITS

 

The weighted average number of Units outstanding for each Class is computed for purposes of disclosing net income (loss) per weighted average Unit. The weighted average number of Units outstanding for each Class for the periods ended March 31, 2017 and 2016 equals the Units outstanding as of such date, adjusted proportionately for Units sold or redeemed based on the respective length of time each was outstanding during the period.

 

8.                          SUBSEQUENT EVENTS

 

For the period April 1, 2017 to May 12, 2017, the Fund has recorded subscriptions of approximately $41,000 and redemptions of approximately $3,407,380.

 

Management has evaluated the impact of subsequent events on the Fund through the date the financial statements were issued and has determined that there were no additional subsequent events that require adjustment to, or disclosure in, the financial statements.

 

14



 

Item 2:  Management’s Discussion and Analysis and Results of Operations

 

Unless the context requires otherwise, references in this Form 10-Q to the Fund also refer to the Affiliated Funds and the Master Funds in which the Affiliated Funds invest.  Reference to the investment process, strategies, objectives and activities of the Fund and the Affiliated Funds refer to the investment activities of the Master Funds through which the Affiliated Funds and Fund indirectly conduct their investment processes, strategies, objectives and activities.

 

NET ASSET VALUE PER UNIT

 

The NAV of the Fund is equivalent to its total assets less its total liabilities as of any valuation day.  Appreciation or depreciation in the NAV of the Fund is based upon appreciation or depreciation in the value of investments in Affiliated Funds that are held by the Fund, with appropriate adjustments for assets and liabilities of the Fund. The different Classes of Units will have a different NAV due to the different Management Fees charged to these Classes.  The NAV is calculated on the last calendar day of each month and/or last business day of each week as the Manager may determine in its sole discretion.

 

FRM believes that the NAV used to calculate subscription and redemption value and to report performance to investors is a useful performance measure for the investors of the Fund.

 

Liquidity and Capital Resources

 

The Fund and the Affiliated Funds through their related Master Funds borrow only to a limited extent and only on a strictly short-term basis in order to finance losses on non-U.S. dollar denominated trading positions pending the conversion of the Fund’s and Affiliated Funds’ U.S. dollar deposits. These borrowings are at a prevailing short-term rate in the relevant currency.

 

An Affiliated Fund through its Master Fund should be able to close out its open trading positions and liquidate its holdings relatively quickly and at market prices, except in unusual circumstances. This typically permits the Affiliated Fund to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so.

 

As a commodity pool, the Fund maintains a large percentage of its assets in cash directly and indirectly through the Affiliated Master Funds, which they must have available to post initial and variation margin on futures contracts.  This cash is also used to fund redemptions.  While the Affiliated Funds have the ability to fund redemption proceeds from liquidating the Master Funds’ positions, as a practical matter positions are not liquidated to fund redemptions.  In the event that positions were liquidated to fund redemptions, FRM has the ability to override decisions of the Trading Advisor to fund redemptions if necessary, but in practice the Trading Advisor would determine, in its discretion which investments should be liquidated.

 

For the three months ended March 31, 2017 the Fund’s capital decreased 12.75% from $114,938,294 to $100,287,083.  This decrease was attributable to the net income from operations of $311,243, coupled with the redemption of 14,581,834 Units resulting in an outflow of $14,973,454.  The cash outflow was offset with cash inflow of $11,000 due to subscriptions of 12,108 Units. Future redemptions could impact the amount of funds available for investment in the Affiliated Funds in subsequent months.

 

Critical Accounting Policies

 

Statement of Cash Flows

 

15



 

The Fund is not required to provide a Statement of Cash Flows.

 

Investments

 

Purchase and sale of investments are recorded on a trade date basis. Realized profits and losses on investments are recognized when the investments are sold. Any change in net unrealized profit or loss from the preceding period is reported in the respective Statements of Operations.

 

Fair Value Measurements

 

Fair value is defined as 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.  For more information on the Fund’s treatment of fair value, see Financial Statements Note 4, Fair Value of Investments.

 

Reform Act

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act amended the definition of “eligible contract participant” and each Master Fund expects to meet the amended definition as it applies to trading in “retail forex” transactions so long as its total assets exceed $10 million.  If the Master Fund does not meet the definition of “eligible contract participant” for purposes of trading in “retail forex” transactions, it could lead to the Master Fund being unable to trade such transactions in the interbank market and bearing higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees.  “Retail forex” markets available to parties that do not meet the definition of “eligible contract participant” could also be significantly less liquid than the interbank market.  Moreover, the creditworthiness of the counterparties with whom the Master Fund may be required to trade in such circumstances could be significantly weaker than the creditworthiness of the currency forward counterparties with which the Master Fund would otherwise engage for its currency forward transactions.

 

Results of Operations

 

January 1, 2017 to March 31, 2017

 

January 1, 2017 to March 31, 2017

 

The following table is an allocation by sector as a percentage of net unrealized profit and loss on open positions for the Fund as a whole taking into account the positions at the Affiliated Master Fund level and the allocation to each Master Fund as of March 31, 2017:

 

16



 

March 31, 2017

 

 

 

 

 

Percent of

 

 

 

Net Unrealized

 

Net Unrealized

 

Commodity Industry

 

Profit (Loss)

 

Profit (Loss)

 

Sector

 

on Open Positions

 

on Open Positions

 

 

 

 

 

 

 

Agricultural Commodities

 

$

376,765

 

327.23

%

Energy

 

(379,974

)

(330.01

)%

Interest Rates

 

85,172

 

73.97

%

Metals

 

95,261

 

82.74

%

Stock Indices

 

692,426

 

601.38

%

Currencies - Future

 

(313,168

)

(271.99

)%

Currencies - Forward

 

(441,343

)

(383.31

)%

 

 

 

 

 

 

Total

 

$

115,140

 

100

%

 

The Fund experienced a net trading profit for the first quarter ended March 31, 2017 of $1,033,719.

 

Returns were varied with yields negative at start and end of the quarter, while mid-quarter was brighter. Positive returns were generated with gains from equity positions, and smaller gains from FX and fixed income offsetting losses from commodities.

 

References herein to the Fund’s trading and portfolio refer to such trading and portfolios through the Master Funds generally.

 

The beginning of the quarter was positive for risk assets overall amid rising bond yields, a continued pickup in inflation expectations and resilient fundamental macro data. A notable driver was a retracement in the dollar, which sold off against most other currencies as the Federal Open Market Committee minutes and members of the incoming Administration highlighted concerns about the implications of a stronger dollar for the U.S. economy. Mid-quarter saw a continuation of risk seeking behavior across U.S., European and Asian markets. The U.S. Dollar rallied against the Euro as investors focused on yield differentials and the divergence in growth prospects.  Quarter-end provided a well signaled rate increase from the Federal Reserve (Fed) mid-March.  In addition, the U.S. Dollar weakened against most major currencies which led to a rally in emerging market debt, equities and FX.

 

Equities contributed positively through the quarter. Returns generated in North America and Asia ex Japan more than offset losses in Europe amid a fair amount of choppiness at the start of Q1. Equities were the main source of gains mid-quarter, with long positions across regions contributing, and positive performance at quarter-end came from long positions in Europe responsible for the majority of gains.

 

Performance for the quarter was mixed in FX.  Trading Advisors entered the quarter net long USD and exhibited losses as the  dollar sold off meaningfully against most other currencies. By mid-quarter Trading Advisors had reduced exposure and were modestly net long USD. Contributions came from long positions in CAD and AUD and shorts in Euro and GBP. Overall though, contributions were minor. FX was the biggest detractor at quarter-end with a net long USD position and shorts in CAD, GBP and EUR detracting from performance

 

In fixed income, losses were driven by a selloff in fixed income in Europe, a meaningful snap back in U.S. rates in the earlier part of the quarter and broad-based market choppiness. The sector was a smaller

 

17



 

contributor mid-quarter as gains from long positions in Europe, were offset by losses in the back end of the U.S. However, the portfolio held a long bias to fixed income in the first half of March which then moved towards a short position in the latter half of the month before turning long again at the end of the month ultimately detracting from performance.

 

Commodities detracted throughout the quarter. Losses in energy, precious metals and grains more than offset gains in industrial metals at the start of the quarter, while long positions to sectors across the board detracted mid-quarter. Only positions in metals contributed positively. Short positions in energies saw the largest losses followed by long metals positions at quarter-end, despite short positions in softs contributing positively to performance.

 

In terms of positioning, the biggest area of risk is in FX with net long positions in ZAR, JPY and AUD and net short positions in EUR and GBP among the top risk-weighted positions in the portfolio. Equities is the second largest area of risk where Trading Advisors are net long in North America and Europe.  The portfolio is close to flat in both interest rates and commodities where the net long exposure in commodities at the beginning of March has gradually tapered off at quarter-end.

 

January 1, 2016 to March 31, 2016

 

January 1, 2016 to March 31, 2016

 

The following table is an allocation by sector as a percentage of net unrealized profit and loss on open positions for the Fund as a whole taking into account the positions at the Affiliated Master Fund level and the allocation to each Affiliated Master Fund as of March 31, 2016:

 

March 31, 2016

 

Commodity Industry
Sector

 

Net Unrealized
Profit (Loss)
on Open Positions

 

Percent of
Net Unrealized
Profit (Loss)
on Open Positions

 

Agricultural Commodities

 

$

163,906

 

12.53

%

Currencies - Futures

 

(168,363

)

(12.87

)%

Currencies - Forwards

 

(90,761

)

(6.94

)%

Energy

 

31,676

 

2.42

%

Interest Rates

 

1,030,491

 

78.80

%

Metals

 

(56,054

)

(4.29

)%

Stock Indices

 

396,993

 

30.35

%

 

 

 

 

 

 

Total

 

$

1,307,888

 

100

%

 

The Fund experienced a net trading profit for the first quarter ended March 31, 2016 of $6,107,121.

 

Returns were varied over the quarter with positive returns in January and February, while March gave back some earlier gains.

 

References herein to the Fund’s trading and portfolio refer to such trading and portfolios through the Master Funds generally.

 

18



 

The start of the quarter was characterized by an overall risk-off sentiment as the Chinese equity market experienced extreme volatility with heavy sell-offs that hit the circuit breakers twice in a week, coupled with the continued decline in the energy market.  Consequently, this led to raised uncertainty about policy actions from the central banks that remained throughout the quarter.  Mid-quarter, the outlook for 2016 became even more complicated as markets also dealt with the marginal effect of negative rate policy in the Eurozone and Japan. However, Yellen’s speech at the end of March maintained the dovish tone held throughout the quarter, leading the market to revise down the probability of a June rate hike. The portfolio however maintained a positive net-of-fees result year-to-date, despite the backdrop of uncertainty from central bank action.

 

The main contributor to performance at the start of the quarter was the fixed income sector, receiving positions across the developed market rates benefited from the January rally, especially during the final week of the month. Fixed income remained the main contributor to performance through February. However, this sector performed negatively towards the end of the quarter.  The majority of the losses came from long positions in developed market bonds such as UK Gilts despite being offset by long positions in Italian and French government bonds.

 

The commodities sector performed positively in January.  The short position in crude benefited early in the month as the price of oil slid below the $30/bbl mark. However, towards the middle of the quarter, while precious metals detracted from performance, gains were led by shorts in energy and agriculturals making the commodities sector the second best performing asset class in February.  Commodities was the worst performer in March despite most programs scaling back their shorts in the energy sector towards the end of the quarter.

 

The equities sector was the only sector that detracted at the start of the quarter as a result of the market sell-off, and remained down until the end of the quarter. Longs in the U.S. and Japanese major equity indices all suffered from the price drop during the first two weeks of January, and long positions in S&P500 and DAX detracted in February.  In March, the Fund saw positive performance with gains led by longs in the U.S. equity market including S&P500, Nasdaq and Dow Jones.

 

Foreign currencies future and forwards contributed positively at the start of the quarter, but turned negative by the end. Short positions in GBP, CAD and ZAR against USD contributed to performance in the beginning of January.  However, a long JPY against USD position was maintained into February and through March as at the end of the quarter the euro and pound strengthened against the U.S. dollar, further detracting from performance.

 

In terms of positioning at quarter end, the portfolio continued to hold its long delta exposure although there were some notable reductions within the fixed income sector. The portfolio trimmed some of the longs in precious metals in the last week of the quarter and adjusted its overall delta exposure in commodities to almost flat. Regarding equities, the portfolio entered March flat, but swiftly built up a long exposure most significantly in the U.S. as the equities market rallied. Finally, the portfolio notably reversed its net long dollar exposure to net short during the second half of March in the FX sector.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Introduction

 

The Affiliated Funds are speculative commodity pools. The market sensitive instruments held by the Affiliated Funds are acquired for speculative trading purposes and all or substantially all of the Affiliated

 

19



 

Funds’ assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Affiliated Funds’ main line of business.

 

Market movements result in frequent changes in the fair market value of the Affiliated Funds’ open positions and, consequently, in their earnings and cash flows. The Affiliated Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Affiliated Funds’ open positions and the liquidity of the markets in which they trade.

 

The Affiliated Funds, under the direction of their respective Trading Advisors rapidly acquire and liquidate both long and short positions in a wide range of different markets.  Consequently, it is not possible to predict how a possible future market scenario will affect performance and the Fund’s and the Affiliated Funds’ past performance is not necessarily indicative of future results.

 

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

 

Quantifying the Fund’s Trading Value at Risk

 

Quantitative Forward Looking Statements

 

The following quantitative disclosures regarding the Fund’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (“Securities 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.

 

The Fund’s risk exposure in the various market sectors traded by the Affiliated Funds is quantified below in terms of VaR. Due to the Affiliated Funds’ fair value accounting, any loss in the fair value of the Affiliated Funds’ open positions is directly reflected in the Affiliated Funds’ earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

 

VaR was calculated for each Affiliated Fund by first calculating VaR with respect to each Master Fund and adjusting based on the Affiliated Fund’s pro-rata ownership of the Master Fund.  VaR of the Master Funds is based on a one day 99% Monte Carlo model VaR utilizing 1,000 simulations.  The sector breakdown of VaR for each Master Fund is based on an incremental VaR calculated for each position that is aggregated across each of the sectors presented below.

 

There are various ways of calculating VaR, and each methodology will not yield the same result.  Differences between VaR methodologies could be material as the underlying assumptions will vary.

 

20



 

The Affiliated Funds’ Trading Value at Risk in Different Market Sectors

 

The following information with respect to VaR is set forth in respect of the Affiliated Funds separately, rather than for the Fund.

 

The following tables indicate the average, highest, and lowest trading VaR associated with the Affiliated Funds’ open positions by market category for the three month periods ended March 31, 2017 and March 31, 2016. (For initial Affiliated Fund investments made during the period, VaR is calculated starting from the commencement of the holding.)

 

Blakeney (1)

 

 

 

March 31, 2017

 

 

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
at Risk

 

Lowest Value
at Risk

 

Agricultural Commodities

 

$

6,223

 

0.05

%

$

11,667

 

$

3,354

 

Energy

 

965

 

0.01

%

1,755

 

90

 

Interest Rates

 

42,112

 

0.34

%

66,604

 

29,468

 

Metals

 

22,072

 

0.18

%

39,142

 

11,765

 

Stock lndices

 

166,407

 

1.35

%

206,630

 

134,286

 

Currencies

 

81,990

 

0.67

%

118,516

 

57,732

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

319,769

 

2.60

%

$

444,314

 

$

236,695

 

 


(1)  Average capitalization of Blakeney is $12,290,187.

 

Campbell (2)

 

 

 

March 31, 2017

 

 

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
at Risk

 

Lowest Value
at Risk

 

Agricultural Commodities

 

$

15,045

 

0.15

%

$

31,737

 

$

2,351

 

Energy

 

8,846

 

0.09

%

11,589

 

5,255

 

Interest Rates

 

21,551

 

0.21

%

23,151

 

20,325

 

Metals

 

51,991

 

0.51

%

75,736

 

21,755

 

Stock lndices

 

193,422

 

1.89

%

243,353

 

154,793

 

Currencies

 

75,816

 

0.74

%

115,623

 

44,172

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

366,671

 

3.59

%

$

501,189

 

$

248,651

 

 


(2)  Average capitalization of Campbell is $10,226,610.

 

Century CAT (3)

 

 

 

March 31, 2017

 

 

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
at Risk

 

Lowest Value
at Risk

 

Agricultural Commodities

 

$

3,651

 

0.03

%

$

7,700

 

$

123

 

Energy

 

2,345

 

0.02

%

6,024

 

333

 

Interest Rates

 

58,992

 

0.44

%

68,699

 

48,688

 

Metals

 

4,190

 

0.03

%

9,321

 

740

 

Stock lndices

 

182,518

 

1.36

%

245,707

 

149,000

 

Currencies

 

131,861

 

0.98

%

175,364

 

99,268

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

383,557

 

2.86

%

$

512,815

 

$

298,152

 

 


(3)  Average capitalization of Century CAT is $13,412,891.

 

21



CCP Core Macro (4)

 

 

 

March 31, 2017

 

 

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
at Risk

 

Lowest Value
at Risk

 

Agricultural Commodities

 

$

2,504

 

0.02

%

$

6,051

 

$

333

 

Energy

 

4,940

 

0.04

%

7,971

 

1,010

 

Interest Rates

 

45,675

 

0.41

%

63,644

 

12,625

 

Metals

 

34,766

 

0.31

%

40,992

 

30,327

 

Stock lndices

 

121,620

 

1.09

%

164,941

 

86,553

 

Currencies

 

7,735

 

0.07

%

10,487

 

5,145

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

217,240

 

1.94

%

$

294,086

 

$

135,993

 

 


(4)  Average capitalization of CCP Core Macro is $11,190,306.

 

Quantica MF (5)

 

 

 

March 31, 2017

 

 

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
at Risk

 

Lowest Value
at Risk

 

Agricultural Commodities

 

$

4,419

 

0.05

%

$

8,336

 

$

252

 

Energy

 

3,413

 

0.04

%

6,427

 

1,691

 

Interest Rates

 

23,619

 

0.24

%

28,857

 

15,146

 

Metals

 

5,981

 

0.06

%

7,262

 

3,678

 

Stock lndices

 

201,940

 

2.09

%

213,884

 

182,067

 

Currencies

 

70,920

 

0.73

%

92,093

 

50,098

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

310,292

 

3.21

%

$

356,859

 

$

252,932

 

 


(5)  Average capitalization of Quantica MF is $9,657,465.

 

Silver (6)

 

 

 

March 31, 2017

 

 

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
at Risk

 

Lowest Value
at Risk

 

Agricultural Commodities

 

$

10,036

 

0.10

%

$

12,482

 

$

5,818

 

Energy

 

7,059

 

0.07

%

15,657

 

478

 

Interest Rates

 

10,138

 

0.11

%

13,809

 

5,995

 

Metals

 

27,437

 

0.29

%

42,797

 

8,866

 

Stock lndices

 

193,607

 

2.01

%

216,021

 

180,604

 

Currencies

 

97,171

 

1.01

%

127,579

 

61,594

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

345,448

 

3.59

%

$

428,345

 

$

263,355

 

 


(6)  Average capitalization of Silver is $9,611,796.

 

Blakeney (1)

 

 

 

 

March 31, 2016

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

 

 

Value at Risk

 

Capitalization

 

at Risk

 

at Risk

 

Agricultural Commodities

 

$

20,116

 

0.10

%

$

22,374

 

$

15,805

 

Energy

 

122,202

 

0.58

%

174,690

 

46,603

 

Interest Rates

 

298,353

 

1.42

%

313,618

 

269,318

 

Metals

 

17,151

 

0.08

%

21,693

 

13,585

 

Stock Indices

 

62,532

 

0.30

%

93,341

 

14,184

 

Currencies

 

102,716

 

0.49

%

189,929

 

56,682

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

623,070

 

2.97

%

$

815,645

 

$

416,177

 

 


(1)  Average capitalization of Blakeney is $21,011,911.

 

22



 

Campbell (2)

 

 

 

March 31, 2016

 

 

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
at Risk

 

Lowest Value
at Risk

 

Agricultural Commodities

 

$

62,698

 

0.29

%

$

115,750

 

$

32,018

 

Energy

 

136,308

 

0.62

%

188,541

 

45,269

 

Interest Rates

 

261,686

 

1.20

%

347,156

 

212,899

 

Metals

 

22,571

 

0.10

%

33,607

 

9,115

 

Stock Indices

 

46,289

 

0.21

%

61,473

 

36,105

 

Currencies

 

160,225

 

0.73

%

263,978

 

27,740

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

689,777

 

3.15

%

$

1,010,505

 

$

363,146

 

 


(2)  Average capitalization of Campbell is $21,880,112.

 

Carlisle (3)

 

 

 

March 31, 2016

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

 

 

Value at Risk

 

Capitalization

 

at Risk

 

at Risk

 

Agricultural Commodities

 

$

18,096

 

0.22

%

$

31,053

 

$

7,164

 

Energy

 

63,630

 

0.77

%

125,640

 

3,230

 

Interest Rates

 

151,620

 

1.83

%

208,645

 

46,770

 

Metals

 

10,213

 

0.12

%

16,960

 

5,644

 

Stock Indices

 

23,933

 

0.29

%

38,709

 

6,331

 

Currencies

 

30,214

 

0.36

%

45,151

 

6,609

 

Other

 

18,984

 

0.23

%

28,014

 

7,676

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

316,690

 

3.82

%

$

494,172

 

$

83,424

 

 


(3)  Average capitalization of Carlisle is $8,287,498.

 

Century CAT (4)*

 

 

 

March 31, 2016

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

 

 

Value at Risk

 

Capitalization

 

at Risk

 

at Risk

 

Agricultural Commodities

 

$

737

 

0.00

%

$

737

 

$

737

 

Energy

 

20,013

 

0.12

%

20,013

 

20,013

 

Interest Rates

 

125,388

 

0.75

%

125,388

 

125,388

 

Metals

 

4,860

 

0.03

%

4,860

 

4,860

 

Stock Indices

 

13,841

 

0.08

%

13,841

 

13,841

 

Currencies

 

114,891

 

0.69

%

114,891

 

114,891

 

Other

 

9

 

0.00

%

9

 

9

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

279,739

 

1.67

%

$

279,739

 

$

279,739

 

 


(4)  Average capitalization of Century CAT is $16,676,590.

*  Century CAT added in March 2016.

 

CCP Core Macro (5)

 

 

 

March 31, 2016

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

 

 

Value at Risk

 

Capitalization

 

at Risk

 

at Risk

 

Agricultural Commodities

 

$

4,970

 

0.05

%

$

6,309

 

$

3,812

 

Energy

 

89,458

 

0.92

%

131,014

 

50,415

 

Interest Rates

 

121,175

 

1.25

%

158,560

 

95,211

 

Metals

 

3,229

 

0.03

%

6,418

 

112

 

Stock Indices

 

13,192

 

0.14

%

32,523

 

508

 

Currencies

 

29,551

 

0.30

%

59,914

 

9,031

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

261,575

 

2.69

%

$

394,738

 

$

159,089

 

 


(5) Average capitalization of CCP Core Macro is $9,695,513.

 

23



 

Quantica MF(6)

 

 

 

March 31, 2016

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

 

 

Value at Risk

 

Capitalization

 

at Risk

 

at Risk

 

Agricultural Commodities

 

$

24,201

 

0.14

%

$

37,803

 

$

9,426

 

Energy

 

129,292

 

0.77

%

305,453

 

546

 

Interest Rates

 

419,012

 

2.49

%

529,812

 

214,876

 

Metals

 

62,197

 

0.37

%

105,016

 

32,662

 

Stock Indices

 

60,130

 

0.36

%

104,716

 

1,658

 

Currencies

 

47,668

 

0.28

%

107,484

 

4,963

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

742,500

 

4.41

%

$

1,190,284

 

$

264,131

 

 


(6)  Average capitalization of Quantica MF is $16,844,577.

 

Silver (7)

 

 

 

March 31, 2016

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

 

 

Value at Risk

 

Capitalization

 

at Risk

 

at Risk

 

Agricultural Commodities

 

$

19,407

 

0.15

%

$

38,918

 

$

4,959

 

Energy

 

112,234

 

0.87

%

280,212

 

27,631

 

Interest Rates

 

190,183

 

1.48

%

264,723

 

73,940

 

Metals

 

64,334

 

0.50

%

103,823

 

27,556

 

Stock Indices

 

55,853

 

0.44

%

91,899

 

7,696

 

Currencies

 

122,030

 

0.95

%

184,259

 

39,621

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

564,041

 

4.39

%

$

963,834

 

$

181,403

 

 


(7)  Average capitalization of Silver is $12,829,404.

 

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

 

The face value of the market sector instruments held by the Fund and the Affiliated Funds are typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund and the Affiliated Funds.  The magnitude of the Fund’s and the Affiliated Funds’ open positions creates a “risk of ruin” not typically found in most other investment vehicles.  Because of the size of their positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Fund and the Affiliated Funds to incur severe losses over a short period of time.  The foregoing VaR table — as well as the past performance of the Fund and the Affiliated Funds — gives no indication of this “risk of ruin.”

 

Non-Trading Risk

 

The Affiliated Funds have non-trading market risk on foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are generally immaterial.

 

These Affiliated Funds also have non-trading market risk on their assets which are held in cash at the clearing broker. The value of this cash is not interest rate sensitive, but there is cash flow risk in that if interest rates decline so will the cash flow generated on these monies.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

The following qualitative disclosures regarding the Fund’s market risk exposures through the Affiliated Funds after the change in structure — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the 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

 

24



 

the Securities Exchange Act. The Fund’s primary market risk exposures as well as the strategies used and to be used by FRM and the Trading Advisors of the Affiliated Funds for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the risk controls for the Fund and for the trading conducted through Affiliated Funds 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 risk management strategies of the Fund. There can be no assurance that the Fund’s 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 the value of their investment in the Fund.

 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

Each Affiliated Fund (inclusive of its related Master Fund) and its Trading Advisor are monitored by FRM’s investment team.  This coverage is intended to ensure that each Affiliated Fund and its Trading Advisor are monitored by individuals who have an in-depth understanding of the Affiliated Fund and its Trading Advisor, as well as knowledge of the market environment affecting that particular strategy.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

FRM’s President and Principal Financial Officer, on behalf of the Fund, have evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act) with respect to the Fund as of the end of the quarter which ended March 31, 2017, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective.

 

Changes in Internal Control over Financial Reporting

 

No change in internal control over financial reporting (in connection with Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act) occurred during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1.                               Legal Proceedings

 

None.

 

Item 1A.                      Risk Factors

 

There are no material changes from risk factors as previously disclosed in the Fund’s report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 30, 2017.

 

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

 

(a)                                 Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act) in reliance on the exemption from registration provided by Section

 

25



 

4(2) of the Securities Act and Rule 506 thereunder.  The selling agents of the Units are Man Investment Inc. (“MII”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S).

 

For the three month quarter ended March 31, 2017

 

CLASS AA

 

 

 

Amount

 

Units

 

3/27/2017

 

$

11,000

 

12,107.87

 

 

Class AA Units were subject to upfront sales commissions paid to MLPF&S up to 3% of an investor’s gross subscription amount.  Sales commissions were directly deducted from subscription amounts.

 

(b)         Not applicable.

(c)          Not applicable.

 

Item 3.          Defaults Upon Senior Securities

 

None.

 

Item 4.          Mine Safety Disclosures

 

Not applicable.

 

Item 5.          Other Information

 

None.

 

Item 6.          Exhibits

 

31.01 and

31.02              Rule 13a-14(a)/15d-14(a) Certifications

 

Exhibit 31.01

and 31.02:     Are filed herewith.

 

32.01 and

32.02              Section 1350 Certifications

 

Exhibit 32.01

and 32.02      Are filed herewith.

 

Exhibit 101   Are filed herewith.

The following materials from the Fund’s quarterly Report on Form 10-Q for the three month period ended March 31, 2017 formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Financial Condition (ii) Statements of Operations (iii) Statements of  Changes in Members’ Capital (iv) Financial Data Highlights and (v) Notes to Financial Statements, tagged as blocks of text.

 

26



 

SIGNATURES

 

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

 

 

MAN FRM MANAGED FUTURES STRATEGIES LLC

 

 

 

 

 

By:

FRM INVESTMENT

 

 

MANAGEMENT (USA) LLC

 

 

(Manager)

 

 

 

 

Date: May 12, 2017

By:

/s/ Michelle McCloskey

 

 

Michelle McCloskey

 

 

President

 

 

(Principal Executive Officer)

 

 

 

 

Date: May 12, 2017

By:

/s/ Linzie Steinbach

 

 

Linzie Steinbach

 

 

Principal Financial Officer

 

27