| Item 1: | BUSINESS |
GRAHAM ALTERNATIVE INVESTMENT FUND I LLC
General Development of Business
Graham Alternative Investment Fund I LLC (“GAIF I”) is a Delaware Series Limited Liability Company established through an amendment to the certificate of formation, effective March 28, 2013.Prior to March 28, 2013, GAIF I was organized as a Delaware Limited Liability Company which was formed on May 16, 2006. GAIF I was formed to enable U.S. taxable investors to achieve long-term capital appreciation through professionally managed trading in both U.S. and foreign markets, primarily in futures contracts, forward currency and metals contracts, spot currency contracts and associated derivative instruments such as options and swaps. GAIF I commenced operations on August 1, 2006.
The investment objective of eachthe portfolio of the Fund is to achieve long-term capital appreciation through professionally managed trading in both U.S. and foreign markets, primarily in futures contracts, forwards contracts, spot currency contracts and associated derivative instruments such as options and swaps. The Fund may also trade futures on digital currencies. The Fund seeks profit opportunities in the global financial markets, including interest rates, foreign exchange, global stock indices and energy, metals and agricultural futures, as a professionally managed multi-strategy investment vehicle.
Global fixed income: U.S. Treasury futures, Eurodollar futures and Japanese government bond futures
Global stock indices: futures contracts on the Russell 2000, S&P 500 and TOPIX
Foreign exchange: forward contracts on the British pound, euro, Japanese yen and Swiss franc
Energy: futures contracts on heating oil, natural gas and crude oil
Agriculture and Softs: futures contracts on cotton, feeder cattle, lean hogs and soybeans
Metals: futures or forward contracts on aluminum, copper and gold
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The Manager believes strongly in the importance of its ongoing research activities, particularly in the development of new trading programs, and expects to develop additional trading systems for the Fund and to modify the systems currently in use for the Fund over time. The Manager also seeks to add new trading strategies to its discretionary programs and to modify such strategies over time. There is no maximum number of trading programs that the Manager may see fit to include in either the Blended Strategies Portfolio or the Systematic Strategies Portfolio, and the Manager may increase or decrease the number of programs included in eachthe portfolio over time. The Manager continually updates and modifies its trading programs and may make such additions or deletions of trading programs to either the Blended Strategies Portfolio or the Systematic Strategies Portfolio at any time– such as changes in the leverage of, or in the asset allocations to, any of the Fund’s trading programs – in its sole discretion. The Fund is not required to provide prior, or any, notice of any such changes to investors.
Under the Limited Liability Company Agreement of GAIF I (the “Company Agreement”), the Manager has complete and exclusive responsibility for management and administration of the affairs of GAIF I. The Manager is currently registered as a commodity pool operator (“CPO”) and commodity trading advisor (“CTA”) with the Commodity Futures Trading Commission (“CFTC”), as an investment adviser with the Securities and Exchange Commission (“SEC”) and is a member of the National Futures Association (“NFA”). GAIF I is not required to be, and is not, registered under the Investment Company Act of 1940, as amended. Investors purchasing units of interests (the “Units”) in GAIF I have no rights to participate in the management of the Fund. Units are sold through dealers that are not affiliated with the Fund or the Manager.
Pursuant to the Company Agreement, GAIF I’s term will end upon the first to occur of the following:
| • | December 31, 2050; |
| • | the withdrawal (voluntary or involuntary), bankruptcy or an assignment for the benefit of creditors or dissolution of the Manager; or |
| • | any date prior to December 31, 2050 on which the Manager elects to dissolve GAIF I. |
GAIF I’s business constitutes only one segment for financial reporting purposes (i.e., a speculative commodity pool). GAIF Idoes not engage in sales of goods or services.
As of February 28, 2019,2021, the aggregate Net Asset Value (as defined below under “Allocation of Profit and Loss”) of the Units in GAIF I was $28,918,998.$29,462,022. GAIF I operates on a calendar fiscal year.
Narrative Description of Business
| (i) | General |
GAIF I offers fourtwo classes (each a “Class”) of Units, being Class 0 Units and Class 2 Units of the Blended Strategies Portfolio and Class 0 Units and Class 2 Units of the Systematic Strategies Portfolio. As further described below under “Fees,” Class 0 and Class 2 Units of eachthe portfolio differ only as to their applicable fees. Subscriptions for Units of any Class may be accepted by GAIF I as of the first business day of each month upon written notice of at least three business days prior to the last business day of the preceding month, and on such other notice and dates as the Manager may permit in its sole and absolute discretion.
Units of each Class of each portfolio are offered at their Net Asset Value per Unit as of the end of each month. The minimum initial investment for Class 0 Units is $10,000 (this Class is primarily for “wrap fee programs”) and the minimum additional investment is $5,000. Wrap fee programs bundle the various services provided to a client by a broker or financial advisor in a single fee arrangement rather than charging the client fees for specific transactions. The minimum initial investment for Class 2 Units is $10,000 and the minimum additional investment is $5,000. GAIF I will be continuously offered and has no limit on the maximum aggregate amount of subscriptions that may be contributed to it.
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Capital contributions by a single subscriber for any Class of Units, upon acceptance of the subscriber as a member, represent a single interest in GAIF I for that subscriber’s respective Class of Units. A Unit of each Class reflects a member’s interest in GAIF I’s member’s capital with respect to the Class of Units owned by the member. Although separate Classes of Units in a portfolio are offered, all capital contributions to a particular portfolio are pooled by GAIF I and invested in GAIT or GAIT II as applicable.GAIT. Units may be purchased only by investors who qualify as accredited investors under Regulation D of the Securities Act of 1933 (“Securities Act”). The principal differences among the separate Classes of Units within the same portfolio are their fees. Holders of Units, regardless of which Class of a portfolio they hold, participate pro rata in the profits and losses of that portfolio in proportion to the Net Asset Value of the Class and have identical rights, as members, under the Company Agreement.
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| The Manager |
The Manager was organized in May 1994 as a Delaware limited partnership. The general partner of the Manager is KGT, Inc., a Delaware corporation of which Kenneth G. Tropin is the sole director and sole shareholder. KGT, Inc. became a listed Principal of the Manager effective July 27, 1994. The Manager has been registered as a CPO and CTA under the Commodity Exchange Act (“CEA”) and has been a member of the NFA since July 27, 1994 and has been registered as an investment adviser with the Securities and Exchange Commission since March 20, 2012. As of March 1, 2020,2022, the Manager has approximately 191177 personnel and manages assets of over $14.7$17.0 billion. The Manager’s principal office is located at 40 Highland Avenue, Rowayton, Connecticut 06853 and its telephone number is (203) 899-3400. The Manager’s advisory services may in part be performed out of its branch office in West Palm Beach, Florida and the office of the Manager’s London affiliate, Graham Capital LLP.
| (iii) | The Trading Program |
Biographical information regarding the members of the Investment Committee as of December 31, 20192021 is set forth below.
Kenneth G. Tropin, 6668, is the Chairman and the founder of the Manager. In May 1994, he founded the Manager and became an Associated Person and Principal effective July 27, 1994.1994. Mr. Tropin developed the firm’sfirm's original trading programs and is responsible for the overall management of the organization, including the investment of its proprietary trading capital.
Pablo Calderini, 55, 57, is the President and Chief Investment Officer of the Manager and, among other things, is responsible for the management and oversight of the discretionary and systematic trading businesses at the Manager. He joined the Manager in August 2010 and became an Associated Person and Principal of the Manager effective August 13, 2010. Mr. Calderini received a B.A. in Economics from Universidad Nacional de Rosario in 1987 and a Masters in Economics from Universidad del Cema in 1988, each in Argentina.
George Schrade, 4547, C.P.A., is the PrincipalChief Financial Officer of the Manager and is responsible for the finance department of the Manager. He joined the Manager in June 2007 and became an Associated Person of the Manager effective December 21, 2016 and a Principal on February 28, 2019. Mr. Schrade received a B.S in Accounting from Quinnipiac University in May 1996.
Barry S. Fox,5658, is Managing Director of Quantitative Research Operations and Execution of the Manager. He became an Associated Person of the Manager effective November 10, 2000 and a Principal on November 15, 2007. Mr. Fox joined the Manager in August 2000. Mr. Fox received a B.S. in Business Administration from State University of New York at Buffalo in 1986.
Tim Sperry, 52,54, is Executive Director and Chief Compliance Officer of the Manager. He joined the Manager in June 2004. He became an Associated Person of the Manager effective October 9, 2012 and a Principal on October 10, 2012. As Chief Compliance Officer, he oversees compliance and regulatory matters related to the firm’s business. Mr. Sperry received a J.D. from New England School of Law in May 1998 and a B.A. in Political Science in 1989 from Boston University.
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Edward Tricker, 3638, is Chief Investment Officer of Quantitative Strategies of the Manager and is responsible for the management and oversight of the firm’sfirm's Quantitative Strategies team, including quantitative operations and execution, research, alpha technology, and data science. He became an Associated Person of the Manager effective February 4, 2013 and a Principal on April 30, 2014. Mr. Tricker received a Ph.D. in Statistics from Imperial College of Science and Technology in London in October 2009 and a B.S. in Mathematics and Statistics from the University of Oxford in June 2005.
Kelly Tropin, 29, 31, is Chief Economist and Senior Managing Director of the Manager and is responsible for leading the firm’s economic research efforts in addition to playing a key role in the management of the firm’s discretionary trading team. She became an Associated Person and Principal of the Manager effective September 6, 2018. Ms. Tropin received a Bachelor of Arts in Government from Dartmouth College in June 2013.
Jennifer Ancker Whelen, 48, is Chief Client Officer, Co-Head of Institutional Relations, and Managing Director of GCM. She became an Associated Person of GCM effective June 6, 2007 and a Principal January 15, 2021. Mrs. Ancker Whelen is responsible for the development of strategic relationships with GCM’s global client base, including consultants and institutional investors. Prior to joining GCM in April 2007, Mrs. Ancker Whelen was Principal and Director of Marketing & Investor Relations at Stadia Capital, LLC, a long/short equity hedge fund. Mrs. Ancker Whelen graduated cum laude from Colby College in 1995 with a B.A. in Economics and a minor in Sociology.
On February 6, 2020, William Pertusi, Co-Chief Risk Officer,12, 2021, Robert Murray, Vice Chairman, resigned from the Manager in connection with his retirement. Upon Mr. Pertusi’sJennifer Ancker Whelen became a member of the Investment Committee effective February 2021. Effective October 8, 2021, James Medeiros resigned from his position as Chief Executive Officer of the Manager and in connection with his resignation Christopher McCannBrian Douglas, who previously served as Chief Operating Officer, assumed the position of sole Chief RiskExecutive Officer of the Manager. On March 2, 2020, Isaac Finkle, Chief Legal Officer, resigned from the Manager in connection with his retirement.
The discretionary traders for any discretionary investment strategy selected to trade on behalf of the Fund make the trading decisions for that discretionary strategy. The Manager has developed sophisticated proprietary software to study optimal portfolio weighting strategies and the effect of specific markets on the performance, risk, correlation and volatility characteristics of each of its trading strategies. As a result, the weighting or leverage that a trading strategy uses in each market may change to address changes in market conditions. With such software, the Manager devotes considerable attention to risk management at the portfolio level in an effort to ensure balance between markets and that the overall leverage used by eachthe portfolio is consistent with the Manager’s overall views on risk. The Manager’s objective in forming the investment program of eachthe portfolio is to provide the portfolio with significant potential for capital appreciation in both rising and falling markets and during expanding or recessionary economic cycles. Currently, 50% of the assets of the Blended Strategies Portfolio are allocated to trading the Manager’s Discretionary Trading Program and 50% of the assets are allocated to trading to the Manager’s K4D-15V Program, but the Manager may alter these allocations at any time within its sole discretion. Currently, 100% of the assets of the Systematic Strategies Portfolio are allocated to the Manager’s K4D-15V Program, but the Manager may over time add other quantitative trading programs to the Systematic Strategies Program.
The Fund will trade actively in both U.S. and foreign markets, primarily on major futures exchanges as well as the inter-bank cash currency and swaps markets. The Fund also engages in exchange for physical (EFP) transactions, which involve a privately negotiated and simultaneous exchange of a futures position for a corresponding position in the underlying physical commodity, and the Fund may use options and other derivatives in addition to swaps. The Manager may also trade other financial instruments, such as emerging market currencies, global stock index futures and futures on digital currencies, as it endeavors to achieve superior results for investors and enhanced portfolio diversification. The Manager may trade without geographic or market restriction, with new and existing discretionary and quantitative strategies routinely expanding or otherwise modifying the types of instruments traded for the Fund. The Manager reserves the right in extraordinary market conditions to reduce leverage and portfolio risk if it feels in its sole discretion that it is in the potential best interest of the Fund. While such actions are anticipated to occur very infrequently, no assurance can be given that the Manager’s actions will enhance performance or that any efforts by the Manager to achieve portfolio diversification will be successful.
The Manager expects to add additional trading strategies and programs to eachthe portfolio and to modify or replace the strategies currently in use for eachthe portfolio over time and may in the future offer other portfolios. There is no maximum number of strategies and programs that the Manager may see fit to include in the Fund or eachthe portfolio, and the Manager may increase or decrease the number of strategies and programs included in the Fund or eachthe portfolio over time or increase the number of markets or contracts that are traded on behalf of the Fund or eachthe portfolio. The Manager may make such additions or deletions of trading programs to the Fund or eachthe portfolio at any time and may make such additions, deletions or any other changes, such as changes in the leverage of, or in the asset allocations to, any of the Fund’s trading strategies and programs, in its sole discretion and without prior notice to members.
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The Manager conducts risk analysis and employs risk management controls at various levels of the Fund, including portfolio risk, strategy risk, market risk and execution risk. The objectives of its risk management approach are to measure a Portfolio’s quantitative and qualitative exposures to the risks identified; formulate appropriate policies and procedures in an effort prudently to manage overall risk; monitor compliance with the Manager’s risk policies and procedures; and report identified and measured risks to the Manager’s Risk Committee.Committee and risk management team.
In constructing a Portfolio, the Manager employs various risk management protocols. Using a proprietary asset allocation model and its own qualitative assessments, the Manager’s Investment Committee determines the appropriate strategies for a Portfolio and the weighting of each in the Portfolio. AtThe Manager has developed a trade execution and reporting infrastructure designed to minimize the risk of errors. For example, where appropriate, trades are manually checked for accuracy by the Manager’s middle office staff and are subject to additional cross checking using computerized means. Each discretionary trader’s positions must adhere to established risk management guidelines and position limits, which are regularly monitored by the Manager’s risk management team.
Effective testing, reporting and review are critical elements of the Manager’s risk management process. Daily stress testing is performed to evaluate a strategy’s risk exposure. Daily reporting of Value-at-Risk (VaR), plus intraday reporting of net gains or losses for each strategy enables the Manager’s Risk Committee and the Investment Committee to observe each strategy’s adherence to its investment profile as well as market exposure. VaR is a probabilistic measure of the amount of loss, often referred to as the threshold, that a portfolio of investments may experience over a specified time period. Each strategy is formally reviewed by the Investment Committee on a monthly basis.
The Manager’s quantitative trading programs use proprietary portfolio construction and embedded risk management techniques within the programs themselves to manage exposure across individual strategy level,markets and sectors. The quantitative risk management process incorporates the outputs of the underlying trading models with a sophisticated risk management process in an effort to enhance returns and maintain diversification and portfolio volatility targets.
With respect to the discretionary traders who trade on behalf of the Fund, the Manager works closely with each discretionary trader to design an appropriate investment profile, including return objective and volatility level, for each individual trading strategy. Through continuous monitoring and an active dialogue with every discretionary trader, the Manager seeks to identify and minimize any deviations from the investment profile. In addition, the Manager has implemented a uniform set of risk guidelines for all discretionary traders designed to reduce a strategy’s downside risk. The Manager has developed a trade execution and reporting infrastructure designed to minimize the risk of errors. For example, where appropriate, trades are manually checked for accuracy by the Manager’s middle office staff and are subject to additional cross checking using computerized means. Each discretionary trader’s positions must adhere to established risk management guidelines and position limits, which are regularly monitored by the Manager’s risk management team.
The Manager subjects the trading of all of its discretionary traders to a risk monitoring regime that includes a set of defined drawdown limits and a series of risk measurements. Drawdown limits are used as a risk management tool to enforce risk reduction on a discretionary strategy if the discretionary trader is experiencing losses and has not yet reduced overall risk levels. The Manager generally defines a drawdown as losses experienced over a specified period of time, expressed as a percentage of net assets at the beginning of the period. The Manager imposes daily, monthly, and overall drawdown limits for all discretionary traders. There is a daily move that requires a prompt report to the risk manager, a monthly peak to trough drawdown that likely leads to risk reduction, and a total peak to trough drawdown that likely leads to risk reduction. There is also a drawdown limit where the Manager’s Investment Committee would meet to consider closing a given program. Further, the Manager conducts a daily risk process measuring VaR and reviewing stress tests for each Portfolio.the portfolio. The Manager evaluates the validity of VaR as a risk management tool by comparing the number of instances that profit and loss exceeded expected parameters over various time frames. For example, the Manager utilizes a one day 97.5% VaR, which means that in respect of the Portfolio that it is analyzing it expects the Portfolio to experience a loss in excess of VaR on approximately 1 out of every 40 days. In addition, the Manager runs an extensive series of stress tests, including historical scenarios as well as specific foreign exchange, equity and interest rate shocks. In managing strategy risk, the Manager limits the size and structure of positions taken on behalf of the Portfolio to ensure that they comply with various risk parameters, both those defined by the Manager for the underlying trading strategies and those defined by each of the discretionary traders that trade on behalf of the Portfolio.
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In addition to the risk monitoring procedures employed by the Manager, each discretionary trader trading on behalf of a discretionary program for the Fund has established his own proprietary risk measures and parameters. These generally include measures of first order sensitivities (i.e., the sensitivity of the Portfolio to a change in a parameter of the underlying instruments) to the most relevant risk factors for a given book (for example dollar value of a basis point in the case of interest rate products), measurement of stress loss in extreme market events, or the use of explicit stop loss points. When individual limits on any of these are breached, the discretionary trader likely will reduce risk even if within the Manager’s guidelines.
The Fund currently employs a master-feeder structure for its individual trading programs such that eachthe portfolio’s trading program may, but will not necessarily in all cases, be conducted through one or more master funds. Each of the master funds is managed by one or more employees of the Manager. The master funds were organized by the Manager in order to facilitate the management of various funds and accounts managed by the Manager using in whole or in part the same trading program. The Fund, alternatively, may trade its individual trading programs through one or more managed accounts in the Fund’s name.
Discretionary Trading Program
The Manager has been trading discretionary programs since February 1998. Discretionary programs, unlike systematic programs which are based almost entirely on computerized mathematical models, determine trades subjectively on the basis of a trader’s personal assessment of trading data and trading experience. Although the Manager has had over a decade of experience trading various discretionary programs, Discretionary Trading Program (“DTP”) itself commenced trading as of August 2008. DTP seeks to invest in various global macro markets that are highly liquid. DTP consists of several of the Manager’s leading discretionary strategies traded by employees of the Manager that focus on the global fixed income, stock index, currency, energy, commodity and metals markets, but over time it may participate in any other liquid market that is available as the Manager deems appropriate.The Fund may also trade futures on digital currencies.
The Manager’s discretionary programs have generally displayed a significant degree of non-correlation with traditional and other alternative investments, including with the Manager’s own quantitative investment programs. In its composition of DTP, the Manager will seek an investment portfolio that continues to offer such non-correlation and that provides diversification to other investments. DTP may take both long and short positions and thus may generate successful performance results in both rising and declining markets. The holding periods of its positions may range, depending on the individual trading strategies, from just a few hours to months, such that DTP may potentially profit in markets that exhibit either short-term moves or long-term trends. As with its systematic investment programs, the Manager may add or delete trading strategies or trading markets in DTP or alter their individual weightings or leverage as it deems appropriate, and no notice will be given to investors of such allocation changes; in addition, discretionary strategies that have previously traded on behalf of the Fund may be included in DTP.changes. The Manager may make such allocation changes based on a proprietary allocation model, its assessment of market conditions or the availability of additional discretionary trading strategies, in its discretion.
The descriptions contained herein of DTP should not be understood as in any way limiting its investment activities. In addition, the Fund may engage in investment strategies and programs not described herein that the Manager considers appropriate.
Systematic Trading Program
The Manager’s systematic investment programs employ various quantitatively based systems that are designed to participate selectively in potential profit opportunities that can occur in a diverse number of U.S. and international markets. Such systems generally are based on computerized mathematical models and can rely both on technical (i.e., historic price and volume data) and fundamental (i.e., general economic, interest rate and industrial production data) information as the basis for their trading decisions. The systems establish positions in markets where the price action of a particular market signals the computerized systems used by the Manager that a potential move in prices is occurring. The systems are designed to analyze mathematically the recent trading characteristics of each market and to statistically compare such characteristics to the historical trading patterns of the particular market. The systems also employ proprietary risk management and trade filter strategies that seek to benefit fromprice moves while reducing risk and volatility exposure.
Each systematic investment program of the Manager incorporates trading strategies developed by the Manager’s research department. While the Manager’s systematic investment programs have employed long-term systematic strategies from their inception, the programs may also include trend systems with varying time horizons.
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The Manager believes strongly in the importance of research and development of new trading strategies and expects to develop additional trading systems and strategies and to modify or replace the systems currently in use in its systematic programs over time in its ongoing efforts to keep pace with changing market conditions. The decision to add or subtract systems or strategies from any investment program or to change the leverage of, or the asset allocations to, any of the trading strategies of such investment program shall be at the Manager’s sole discretion. The Manager anticipates that the constellation of trading strategies comprising the K4D-15V program will continue to grow and evolve over time. There is no maximum number of strategies that the Manager may include in the K4D-15V investment program.
In connection with its programs’ systematic trading, the Manager may employ discretion in determining the leverage and timing of trades for new accounts and the market weighting and participation. In unusual or emergency market conditions, the Manager may also utilize discretion in establishing positions or liquidating positions or otherwise reducing portfolio risk where the Manager believes, in its sole discretion, that it is in the potential best interest of the Fund to do so. While such actions are anticipated to occur very infrequently, no assurance can be given that the Manager’s discretionary actions in these programs will enhance performance.
The K4D-15V Program features the first system that the Manager developed, which began trading client accounts in 1995. It utilizes multiple computerized trading models and offers broad diversification in both financial and non-financial markets, currently trading in approximately 80-9090-100 global markets. The K4D-15V Program’s legacy trend system is primarily long-term in nature, but the program alsoProgram includes short-term and intermediate trend-following systems as well as momentumcarry, fundamental value/reversion strategiesas well as strategies that in the aggregate are intended to be diversifying from trend-following, and is intended to generate significant returns over time with an acceptable degree of risk and volatility. The computer models are currently based on a daily basis analyze the recent price action, the relative strengthprice-based data and the risk characteristics of each marketnon-priced based macroeconomic and compare statistically the quantitative results of this data to years of historical data on each market.fundamental information.
The investment objectives and methods summarized above represent the Manager’s current intentions. Depending on conditions in the financial and securities markets and the economy in general, the Manager may pursue other objectives, employ other investment techniques or purchase any type of financial instrument that it considers appropriate and in the best interests of the Fund, whether or not described in this section.
| (iv) | Use of Proceeds |
Northern Trust International Banking Corporation serves as the Fund’s banker for purposes of receiving subscription funds, disbursing redemption payments and processing cash transactions not directly related to the Fund’s portfolio.
Bank of America, N.A. serves as the Fund’s banker for transactions on behalf of eachthe portfolio. A significant portion of the Fund’s assets may be held by Bank of America, N.A. in addition to the futures clearing brokers utilized on behalf of the Fund as well as OTC counterparties. The Fund may also hold excess funds not required for trading in bank accounts at Bank of America, N.A. or elsewhere. The Manager, in its discretion, may change the brokerage and custodial arrangements described herein without notice to investors.
GAIF I currently has no direct arrangement with any futures commission broker; rather each master fund that trades on behalf of the Fund may have its separate clearing arrangements with aone or more futures broker. At present, Credit SuisseCitibank, N.A., BofA Securities (USA) LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated (the successor to Bank of America Securities LLC as futures broker after Bank of America’s merger with Merrill Lynch and Co.)Inc., Citigroup Global Markets Inc., and Newedge USA, LLCBarclays Capital Inc. are the primary futures clearing brokers for the master funds, but neither the Fund nor the master funds are required or under any contractual obligation to continue to employ them as futures clearing brokers (together with additional or replacement clearing brokers the Manager may select from time to time without notice to investors, the “Futures Brokers”). The Manager is authorized to determine the Futures Brokers (or the counterparty, if concerning a foreign currency or swap transaction) to be used for eachthe portfolio transactiontransactions for the Fund. The Manager is not affiliated with any futures commission merchant or broker-dealer.
Each Futures Broker will obtain, safe-keep and maintain custody of all of the Fund’s fully paid assets held by it in a customer account identified on the books of the Futures Broker as belonging to the Fund and segregated from the broker’s own proprietary positions. All of the Fund’s assets, funds, securities and other property held by each Futures Broker are held as security or collateral for the Fund’s obligations to the broker. The margin levels required to initiate or maintain open positions are established from time to time by each Futures Broker and applicable regulatory authorities. Each Futures Broker may close out positions, purchase securities, or cancel orders for the Fund’s account at any time it deems necessary for its protection, generally without the consent of or notice to the Fund.
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Agreements with Futures Brokers in general provide that the broker will not be liable in connection with the execution, clearing, handling, purchasing, or selling of commodities, or other property, or other action, except for negligence or misconduct on the broker’s part. Such agreements also may provide that the Futures Broker will be indemnified and held harmless by the Fund from and against any loss, claim, or expense (including attorney’s fees) incurred by the broker in connection with it acting or declining to act for the Fund, and that the Fund will fully reimburse the broker for any legal or other expenses (including the cost of any investigation and preparation) which the broker may incur in connection with any claim, action, proceeding, or investigation arising out of or in connection with the agreement or the transactions contemplated thereunder.
In addition to trading in the Interbank market for foreign exchange, the Fund currently trades on all the major U.S. futures exchanges and may also trade on, but is not limited to, the following foreign exchanges:
ASX Trade24
Bolsa de Mercadorias and Futuros
Borsa Italiana (IDEM)
EURONEXT/London International Financial Futures and Options Exchange
EURONEXT/Derivatives Paris MONEP
EURONEXT/Derivatives Amsterdam
European Options Exchange
Hong Kong Exchanges and Clearing Ltd.
ICE Index
ICE Futures Canada
ICE Futures Europe
Intercontinental Exchange
JSE Equity Derivatives Market
Korea Futures Exchange
Montreal Exchange
OMX Nordic Exchange Stockholm
Osaka Securities Exchange
Singapore Exchange Ltd.
South African Exchange
Tokyo Commodity Exchange
Tokyo Financial Exchange
Tokyo Stock Exchange
Turkish Derivatives Exchange
In connection with such trading on foreign exchanges, the Fund’s assets may be deposited by the futures brokers with foreign brokers or banks. Although these foreign brokers or banks are subject to local regulation in their jurisdiction, the protections afforded by foreign regulatory bodies and rules may differ significantly from those afforded by United States regulators and rules.
The Fund expects to earnearns interest on cash not required to be posted as margin for its trading. Cash not required by the Fund’s investment programs for trading is currently invested by the Manager in a separate cash management master fund, Graham Cash Assets LLC (“Cash Assets”), managed by the Manager. The Fund pays the Manager no additional fees for managing the Fund’s assets invested in Cash Assets. It is currently anticipated that on average between 70% and 90% of the assets of eachthe portfolio will be invested in Cash Assets. Various investment funds managed byOther affiliates of the Manager and other entities affiliated withinvestment funds and accounts managed by the Manager may invest in Cash Assets and each such entity bears its proportional share of the operating expenses of Cash Assets. Cash Assets may pay some third-party fees to unaffiliated custodians or managers in connection with the management of its portfolio, which fees will effectively be borne pro rata by all investment vehicles that invest in Cash Assets. Cash Assets may deposit a portion of its assets in an interest bearing bank account with Bank of America N.A. and/or other banks or in brokerage accounts, or it may purchase securities which are direct obligations of or obligations guaranteed as to principal or interest by the United States (e.g. U. S. Treasury Bills or Bonds), or other securities issued or guaranteed by corporations in which the United States has a direct or indirect interest (e.g., U.S. government agency securities) which have been designated pursuant to section 3(a)(12) of the Securities Exchange Act of 1934 as exempted securities.
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In addition to exchange-traded futures contracts and swaps, the Fund trades spot and forward contracts on foreign currencies and, to a lesser degree, OTC swap and derivatives contracts, currently the only non-CFTC regulated instruments the Fund anticipates trading. The Manager estimates that 20-60% of the Fund’s trades for eachthe portfolio may be in forward contracts and 5-15% in swap contracts, but depending on market conditions, the percentage of eachthe portfolio’s trades constituted by forward or swap contracts may fall substantially outside that range. Bank of America, N.A. and Barclays currently serve as the Fund’s primary counterparties for foreign currency forward transactions. All of the Fund’s assets, funds, securities, and other property held by Bank of America, N.A. or Barclays as a Fund counterparty, and any other bank or broker-dealer acting as a foreign currency forward counterparty or OTC swap counterparty of the Fund are held as security or collateral for the Fund’s obligations to such entity. As the forward and OTC swap markets currently are unregulated, the Fund bears additional risks (e.g., the credit risk of trading with counterparties) not present in exchange-traded futures and swaps trading. Under the Dodd–Frank Wall Street Reform and Consumer Protection Act, the CFTC, sometimes together with the SEC, has enacted regulations to govern these contracts and requires many of them to be cleared through an exchange or clearinghouse.
The Manager determines, in its sole and absolute discretion, the amount of distributions, if any, to be made by the Fund. It is expected that dividends ordinarily will not be paid and that all portfolio earnings will be retained for reinvestment (subject to the redemption privilege).
Fees
| (i) | Advisory Fee |
Pursuant to the Company Agreement, each Class of the Blended Strategies Portfolio and Systematic Strategies Portfolio of the Fund paid the Manager an advisory fee (the “Advisory Fee”) at an aggregate annual rate equal to 1.50% of the Net Asset Value of such Class. For purposes of calculating the Advisory Fee, the Net Asset Value of each Class equals the total fair market value of the assets of the Fund attributable to that Class less the liabilities of the Fund attributable to that Class. Profits and losses are allocated among the Classes in proportion to their respective Net Asset Values (before accrual of the Sponsor Fee and the Incentive Allocation set forth below). The Advisory Fee is payable monthly in arrears calculated as of the last business day of each month (before giving effect to any redemptions as of the last business day of the month and subscriptions as of the beginning of the next business day, and before deduction or accrual of fees payable to the Manager and the Incentive Allocation). A portion of the Advisory Fee may be paid to third parties as compensation for offering or selling activities in connection with the Fund. If the Company AgreementManager is terminated as of a date other than the last business day of a month, the Advisory Fee will be prorated through the termination date.
| (ii) | Sponsor Fee |
Each Class 0 and Class 2 of the Fund pays the Manager a sponsor fee (the “Sponsor Fee”) at an annual rate of the Members’ Capital specified in the table below. The Sponsor Fee, in each case payable monthly in arrears, determined in the same manner as the Advisory Fee.
| Class 0 | Class 2 |
| 0.50% | 1.25% |
A significant portion of the Sponsor Fees will beis paid to third parties as compensation for offering or selling activities in connection with the Fund. The Manager may pay initial service fees as well as on-going service fees to its selling agents. When an initial service fee is paid, the on-going service fee to a selling agent will generally commence the 13th month with respect to which the Fund investor of such selling agent has been invested in the Fund. The service fees paid by the Manager to selling agents range up to 2% of net assets with respect to Class 2 investors.
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| (iii) | Incentive Allocation |
Each Class of the Blended Strategies Portfolio and the Systematic Strategies Portfolio of the Fund bears an annuala quarterly Incentive Allocation, payable to Graham Capital LLC, an affiliate of the Manager (“Graham LLC”),as of the end of each calendar year,quarter, equal to 20% of the net profits of the Class for the year,quarter, subject to a “loss carryforward” provision. The loss carryforward provision generally provides that the ManagerGraham LLC will not receive an Incentive Allocation in respect of the Class for a calendar yearquarter to the extent that the Class experiences net loss since the last calendar yearquarter for which an Incentive Allocation was earned and such loss has not been recouped through subsequent net profits. The Incentive Allocation is calculated and paid as follows: At the end of each calendar year,quarter, the Incentive Allocation is deducted from the Net Asset Value of each Class and credited to the Capital Account of the ManagerGraham LLC in the Feeder Funds, in an amount equal to 20% of New High Net Trading Profits (as defined below) with respect to each class of the Blended Strategies Portfolio and the Systematic Strategies Portfolio for such period. “New High Net Trading Profits” for any Class for any yearquarter shall mean the Net Capital Appreciation (which includes unrealized gains and losses and interest income and expense, less all accrued debts, liabilities and obligations of the Class (but before any accrual for the Incentive Allocation) for such period) for the yearquarter minus the Carryforward Loss (as defined below), if any, as of the beginning of the year,quarter, for such Class. The “Carryforward Loss” shall be increased as of the end of each calendar yearquarter by the amount of any Net Capital Depreciation with respect to such Class during the yearquarter then ended and shall be decreased (but not below zero) as of the end of each calendar yearquarter by the amount of any Net Capital Appreciation with respect to such Class during the yearquarter then ended. In addition, the Carryforward Loss for a Class for any calendar yearquarter shall be proportionately reduced effective as of the date of redemption of any Units of such Class by multiplying (i) the Carryforward Loss for such Class immediately prior to such redemption by (ii) the ratio that the amount of assets redeemed from such Class bears to the Net Assets of such Class immediately prior to such redemption. The Carryforward Loss of a Class must be recouped before any subsequent Incentive Allocation can be made to the Manager.Graham LLC. The Incentive Allocation is also accrued and allocable on the date of redemption with respect to any Units that are redeemed on any date not the end of a calendar year,quarter, as if the date of redemption were the end of a calendar yearquarter and the Incentive Allocation shall only be deducted with respect to such redeemed Units.
A portion of any of the above fees (including the Incentive Allocation) may be paid by the Manager or its affiliates to third parties as compensation for offering or selling activities in connection with the Fund.
Expenses
It is expected that beginning May 2022, each Class of the Fund will pay or reimburse the Manager for all direct costs associated with its assets allocated to the various trading strategies, whether discretionary or quantitative, as the case may be, utilized on the Fund’s behalf and all other expenses related to the operations and business of the Fund including, but not limited to, all expenses of investment transactions such as brokerage commissions and exchange, clearing or regulatory fees and expenses; interest, commitment fees and other costs related to borrowing; transaction fees, finder’s fees, sourcing fees, investment banking fees, origination fees and other similar fees and expenses; fees and expenses of the Administrator; custodial fees; bank service fees; costs of news, research, data and quotation services, software and equipment, including Bloomberg terminals; third-party investment and trading, risk-management and portfolio management related services, licensing, systems, hardware and software (including the third-party installation, programming or servicing related thereto), including trade order management, collateral and margin management and accounting services, licensing, systems, hardware and software; costs of connectivity services; data storage costs; fees and expenses related to the Fund’s currency conversion and hedging activities; other hedging costs; membership, license and similar charges in connection with exchange memberships; income taxes, withholding taxes, transfer taxes and other governmental charges and duties; governmental, registration, license, membership or related fees or expenses payable to any regulatory or self-regulatory organization (including costs associated with preparing and filing regulatory reports such as Form 10-K, Form 10-Q, NFA Form PQR and MiFID trade and transaction reports) or in connection with the distribution of the Units in any jurisdiction; costs of compliance with FATCA, CRS or other similar rules; professional fees of tax advisors, accountants and attorneys; costs for D&O, E&O, cybersecurity and other insurance for the Fund and the Manager; the costs of maintaining the Fund’s registered office; the costs of printing and distributing offering materials and Net Asset Value reports and notices to Members or holding meetings of Members; fees and expenses paid to outside counsel, accountants, experts and other third parties in connection with sourcing, investigating, analyzing, evaluating and conducting due diligence and surveillance on, monitoring and conducting background checks in connection with, existing and potential investments (whether or not consummated); costs of negotiating trading counterparty and service provider agreements; legal and third party costs incurred in connection with settling trades; legal fees and costs (including settlement costs) arising in connection with any litigation, arbitration, investigation or other proceeding related to any portfolio investment; legal and compliance expenses (including responding to formal and informal inquiries, indemnification expenses and expenses associated with regulatory filings relating to the Fund and its portfolio investments); legal and tax structuring expenses; costs of any external appraisers; direct expenses or fees for third parties related to monitoring and responding to class action and other claims (including contingency fees); and all other expenses incurred in connection with locating, evaluating, purchasing, selling or holding investments. The Fund’s operating, administrative and trading expenses are estimated, based on recent experience of the Fund and recent experience with respect to the types of costs and expenses that are expected to be borne by the Fund in the future, to amount to approximately 1.10% of net assets annually for the SystematicBlended Strategies Portfolio.Portfolio, but actual expenses may exceed the estimated amount. These expenses will be calculated and payable monthly in arrears in the same manner as the Advisory Fee.
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The Manager provides and pays for its own professional and administrative staff, office space, business equipment and facilities and other general overhead expenses incidental to its advisory services.
Extraordinary expenses of the Fund such as litigation expenses, or any other fees or expenses not described above in the section “Fees,” will also be separately borne by the Fund. All fees and expenses of the Fund (including the Incentive Allocation) will be assessed at the Feeder Fund level.
Each investor should understand that the costs of the Fund’s operating, administrative and operationaltrading expenses may vary, and that these costs (including the costs described above) are no longer cappednot limited and may be higher than the above estimated amounts. The Fund makes no representation that in the future these expenses may not increase and may not exceed these estimates.
The Manager determines how certain expenses are allocated among the Fund and other funds and accounts managed by the Manager. The Manager will allocate the above expenses (including the investment and operating expenses of the Master Funds) among the funds and accounts the Manager manages in proportion to their respective net asset values, in proportion to their respective participation in a particular investment, strategy or program, or in any other manner that the Manager determines to be equitable (which may be based on the Manager’s assumptions as to relative usage or resources allocated among the funds and accounts). The Manager has established expense allocation policies in an effort to address such matters and may amend such policies or establish additional expense allocation policies in an effort to address potential conflicts of interest that may arise in the future.
Allocation of Profit and Loss
A separate Capital Account is maintained for each member with respect to each Class of Units held by such member. The initial balance of each Capital Account of each member will equal the net initial contribution to the Fund by such member with respect to the Class to which such Capital Account relates. Each Capital Account of each member is increased by any additional capital contributions by such member with respect to the Class to which such Capital Account relates and decreased by any redemptions of Units of such Class by such member. Net realized and unrealized appreciation or depreciation in the value of assets of eachthe portfolio of the Fund, including investment income and expenses, is allocated at the end of each fiscal period among the Capital Accounts of the members in proportion to the relative values of such Capital Accounts as of the commencement of such fiscal period (in the case of any month end that is not also the end of a calendar year, before any accrual for the Incentive Allocation).
On the last day of each fiscal period, an allocation is made of the net profit or net loss attributable to the investments of eachthe portfolio for such fiscal period. The net profit or net loss for a fiscal period is allocated among all the Classes of eachthe portfolio pro rata in the proportion that the Net Asset Value of each Class as of the date of the commencement of such fiscal period bears to the Net Asset Value of the portfolio as of such date.
The Net Asset Value of each Class means the total value of the Fund’s assets, at fair value, attributable to that Class less the liabilities of the Fund attributable to that Class. The Net Asset Value per Unit of any Class is determined as of the close of business on the last business day of the month (a “Valuation Day”) by dividing the Net Asset Value of that Class by the number of outstanding Units of that Class. Such deductions will include an accrual for the Incentive Allocation and the fees to be paid to the Manager.
The net profit or net loss of each Class for a fiscal period in turn is allocated among all holders of Units of that Class pro rata in the proportion that the Net Asset Value of each member’s holding of Units of that Class as of the date of the commencement of such fiscal period (after adjustment for any contributions to the capital of the Fund which are effective on such date) bears to the aggregate Net Asset Value of that Class as of such date.
The Manager is responsible for determining the value of the Fund’s assets. The Fund has appointed SEI Global Services Inc. as the Fund’s independent administrator (“Administrator”), and in connection with that role SEI is responsible, subject to the ultimate supervision of the Manager, for calculating the Net Asset Value of the Fund and the Net Asset Value per Unit of each Class of Units. In determining the Net Asset Value of the Fund and the Net Asset Value per Unit of each Class of Units, the Administrator will follow the valuation policies and procedures adopted by the Fund as set out below. If the Manager is involved in the pricing of any of the Fund’s portfolio assets, the Administrator may accept, use and rely on such prices in determining the Net Asset Value of the Fund and shall not be liable to the Fund, any investor in the Fund, the Manager or any other person in so doing.
For all purposes, including subscriptions, redemptions and the calculation of the fees paid to the Manager, the Manager shall determine the fair market value of any investment made by the Fund. In general, investments will be valued as follows:
| a. | The value of unrealized appreciation or depreciation on open futures contracts shall be recorded as the difference between the contract price on the trade date and the closing price reported as of the Valuation Day on the primary exchange on which such contracts are traded. |
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| b. | The value of any option listed or traded on any recognized foreign or U.S. exchange shall be the settlement price published by the principal exchange on which it is traded on the relevant Valuation Day. If the recognized foreign or U.S. exchange does not publish a settlement price, the value of any option shall be the last reported sale price on the relevant Valuation Day on the principal exchange on which such option is traded. If no such sale of such option was reported on that date, the market value shall be the average of the last reported bid and asked price. The market value of any over-the-counter option for which representative broker’s quotations are available shall be determined in like manner by reference to the last reported sale price, or, if none is available, to the average of the last reported bid and asked quotation. Premiums for the sale of such options written by the Fund shall be included in the assets of the portfolio, and the market value of such options shall be included as a liability. |
| c. | The value of any U.S. government security shall be the cost of such security plus accrued interest, accretion of discount |
The fair value of any assets not referred to in clauses (a) through (c) above (or the valuation of any assets referred to therein in the event that the Manager shall determine that there is no active market or that another method of valuation is advisable in the circumstances) shall be determined by or pursuant to the direction of the Manager. Prospective investors should be aware that situations involving uncertainties as to the valuation of portfolio positions could have an adverse effect on Net Asset Value if management’s judgments regarding appropriate valuations should prove incorrect. Absent bad faith or manifest error, the Fund’s Net Asset Value determinations are conclusive and binding on all investors. Net Asset Values are expressed in U.S. dollars, and any items denominated in other currencies are translated at prevailing exchange rates as determined by the Administrator in consultation with the Manager.
The Manager may, in its sole and absolute discretion, permit any other method of valuation to be used if it considers that such method of valuation better reflects fair value and is in accordance with good accounting practice.
Reporting
The Fund is required to furnish audited annual reports to its members containing financial statements examined by the Fund’s independent registered public accounting firm. The Fund is also required to provide members with monthly performance updates and monthly unaudited financial statements.
Regulation
The Manager has been registered as a CPO and CTA under the CEA, and as an investment adviser with the Securities and Exchange Commission and has been a member of the NFA since July 27, 1994. GAIF I is regulated as a commodity pool by the CFTC and NFA.
The CFTC may suspend a CPO’s or CTA’s registration if it finds that its trading practices tend to disrupt orderly market conditions or in certain other situations. In the event that the registration of the Manager was terminated or suspended, the Manager would be unable to continue to manage the business of the Fund. Should the Manager’s registration be suspended, termination of GAIF I might result. In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long or net short positions that any person may hold or control in particular commodities. Most exchanges also limit the changes in futures contract prices that may occur during a single trading day.
All persons who provide services directly to the Fund (as opposed to those persons who provide services through a third-party service provider) are employed by the Manager. The Fund has no employees of its own.
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| Item 1A: | RISK FACTORS |
All investments risk the loss of capital. No guarantee or representation is made that either portfolio of the Fund will achieve its investment objective. An investment in the Fund is speculative and involves certain considerations and risk factors that prospective investors should consider before subscribing. The practices of leverage and derivatives trading and other investment techniques, which the Fund expects to employ, can, in certain circumstances, result in significant losses. Under certain circumstances, an investment in the Fund involves the risk of a substantial loss of such investment. Investors should be able to bear the loss of their entire investment in the Fund, and their investment in the Fund should not be their sole significant investment.
Past performance is not necessarily indicative of future results.
Class 0 of the Fund has been operating since August 1, 2006, and Class 2 since November 1, 2007 with respect to its original portfolio, now the Blended Strategies Portfolio. Moreover, DTP became a part of the Blended Strategies Portfolio as of August 2008. The Systematic Strategies Portfolio commenced actual trading as of January 1, 2009. There can be no assurance that any portfolio of the Fund will achieve its investment objective.
Risks Related to Trading and Market Conditions
Futures and Options Trading Is Speculative and Volatile. Futures and options prices are highly volatile. Such volatility may lead to substantial risks and returns, generally much larger than in the case of equity or fixed-income investments. Price movements for futures are influenced by, among other things: changing supply and demand relationships; weather; agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments; macro political and economic events and policies; changes in national and international interest rates and rates of inflation; currency devaluations and revaluations; and emotions of other market participants. None of these factors can be controlled by the Fund and no assurance can be given that the Manager’s advice will result in profitable trades for a participating customer or that a customer will not incur substantial losses. With respect to the Blended Strategies Portfolio, the master funds included in DTPThe Fund may purchase and write options. The purchaser of an option is subject to the risk of losing the entire purchase price of the option, while the writer of an option is subject to an unlimited risk of loss, namely the risk of loss resulting from the difference between the premium received for the option and the price of the futures contract or other asset underlying the option which the writer must purchase or deliver upon exercise of the option. Thus, an investment in the Fund is suitable only for those investors with speculative capital who understand the risks of futures and options markets.
To the extent the Fund invests in a commodity futures contract or long option that is physically settled, unless an offsetting trade is made, the Fund would be required to take physical delivery of the commodity underlying the future or option. To the extent the Fund fails to enter into such offsetting trade prior to the expiration of the contract, the Fund may suffer a loss since neither the Fund nor the Manager expects it has the operational capacity to accept physical delivery of commodities.
The Fund’s Trading IsHighlyLeveraged, Which May Result in Substantial Losses for the Fund. The Fund trades futures, currencies, options, and optionsother instruments on a leveraged basis due to the low margin deposits normally required for trading. As a result, a relatively small price movement in a contract may result in immediate and substantial gains or losses for the Fund. For example, $3,000 in margin may be required to hold a U.S. Treasury futures contract with a face value of $100,000. If the value of the contract were to decline by 3%, the entire margin deposit would be lost.
Market Illiquidity May Cause Less Favorable Trade Prices. Futures trading at times may be illiquid. Most United States commodity exchanges limit price fluctuations in certain commodity interest prices during a single day by means of “daily price fluctuation limits” or “daily limits.” The daily limit, which is set by most exchanges for all but a portion of the expiration month, imposes a floor and a ceiling on the prices at which a trade may be executed, as measured from the last trading day’s close. While these limits were put in place to lessen margin exposure, they may have certain negative consequences for the Fund’s trading. For example, once the price of a particular contract has increased or decreased by an amount equal to the daily limit, thereby producing a “limit-up” or “limit-down” market, positions in the contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Contract prices in various commodities have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions, subjecting the Fund to substantial losses. Market interventionlosses, or prevent it from entering into desired trades. Other investment positions held by the Fund may also create liquidity issues. For instance, countriesbe or become illiquid. The Fund may impose limits on the ability to engageinvest in short sales on instruments traded on exchangesnon-U.S. exchanges. The Fund may not be readily able to dispose of illiquid investments, and in some cases may be contractually prohibited from disposing of an investment for a specified period of time. An exchange or regulatory authority may suspend trading in a particular instrument, order immediate liquidation and settlement of a particular contract, or order that are subjecttrading in a particular contract be conducted for liquidation only.
The Fund May Invest in Swaps and Swaptions. Whether the Fund’s use of swap agreements or swaptions will be successful will depend on the Manager’s ability to their regulation. Duringselect appropriate transactions for the current COVID-19 outbreak, various EU countries have enacted such bans, impacting sharesFund. Swap agreements and options on swap agreements (“swaptions”) can be individually negotiated and structured to include exposure to a variety of companies tradeddifferent types of investments, asset classes or market factors. Depending on their exchanges as well as on derivativesstructure, swap agreements may increase or decrease the holder’s exposure to, for example, long-term or short-term interest rates, foreign currency values, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. Though the Fund’s investment portfolio is generally expected to be liquid, certain swap transactions may be highly illiquid and may increase or decrease the volatility of the Fund’s investment portfolio. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. The Fund will also bear the risk of loss related to those companiesswap agreements, for example, for breaches of such agreements or the failure of the Fund to post or maintain required collateral. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Fund’s ability to terminate swap transactions or to realize amounts to be received under such transactions.
Digital Currency Futures. The Fund may trade futures on digital currencies. There are relatively few futures currently available with respect to digital currencies. Futures with respect to digital currencies typically have higher collateral and indicesmargin deposit requirements than apply to futures with respect to other asset classes, thereby limiting the ability of the Fund to leverage such investments. As margin deposit requirements are set as a percentage of the value of a particular contract, the inherent price volatility of the underlying digital currency may result in substantial increases in margin requirements for long or short positions of related futures if the price of the underlying digital currency rises or falls. If FCMs and exchanges lower such margin or collateral requirements in the future, this would increase the inherent leverage of such products, thus increasing the risk of such positions.
In light of the comparatively small number of market participants and trading volume compared to traditional markets and the volatile demand for the underlying digital currencies, it may be more difficult to liquidate digital currency futures at desired prices. In addition, FCMs and digital currency exchanges may, in the future, impose position limits, prohibit naked shorting, or prohibit give-in transactions, among other restrictions on customer activity. Such restrictions may restrict the Fund 's ability to exit a position during a period of high volatility. Whether due to government action, digital currency network failure or compromise, market disruptions or exchange or FCM imposed limits, the Fund’s inability to liquidate a position at the desired price or in general may result in substantial losses for the Fund.
Digital currencies are not issued or controlled by any central governmental or non-governmental authority. The value of digital currencies will depend on market demand by investors and market participants. As a result, the market prices for digital currencies can be very volatile. In addition, tax, commodity and securities laws and regulations applicable to digital currencies are still developing. In the future, CFTC and SEC rulemaking and other regulatory developments may impact the manner in which digital currencies and related derivatives may be held or traded. One or more countries, including the United States, may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use digital currencies or to exchange digital currencies for other currencies. Any such companies are constituents.regulation could have a significant impact on the value of digital currencies.
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In Times of Market Stress, the Fund May Not Be Able to Diversify Its Portfolio.Portfolio and Risk Management Systems May Not be Effective. Where the markets are subject to exceptional stress, trading strategies and programs may become less diversified and more highly correlated as the stress may cause diverse and otherwise unrelated markets all to act in a similar manner. Efforts by the Manager to diversify the Fund’s trading strategies and investment exposure may not succeed in protecting the Fund from significant losses in the event of severe market disruptions. Furthermore, certain risk measures used by the Advisor as part of its risk management systems and procedures, including VaR, are dependent on inputs derived from historical scenarios and data. Such inputs based on historical scenarios and data may not be reliable during periods of unusual or distressed market conditions where the market ceases to function in a typical manner. As a result, the Advisor’s risk management systems and procedures may not operate as anticipated or be effective to prevent losses, in unusual or distressed market conditions. A significant risk of any risk management system using stop loss limits is “gap risk,” which is the risk that liquidity suddenly becomes unavailable and/or markets simply move too quickly through the desired stop level, resulting in greater than expected losses. The inability of a Portfolio or other investors to sell certain types of investments could also lead to a potential inability of the Portfolio and other investors to meet margin calls or fund withdrawals, the impact of which can be further aggravated as dealers and counterparties reduce available credit lines and investors withdraw additional capital. The COVID-19 outbreak hasinitially placed tremendous stress on global markets, leading to a breakdown in typical asset class correlations, decreasing liquidity in the cash markets, and increasing volatility across all markets. The impact ofmarkets, although those effects have become muted in response to global vaccination measures to combat the outbreak has been broad-based, resulting in losses across all asset classes, thereby minimizing the potential benefits that typically result from having a diversified portfolio.and fiscal relief measures to support businesses and households.
The Fund Has Credit and Market Risks With Respect to Its Cash Management. The Fund currently invests all assets not required for trading in Cash Assets, which in turn presently holds deposits in bank accounts or invests broadly in U.S. government or agency securities. With respect to its cash deposited in bank accounts, although the bank accounts themselves may be insured by the United States Federal Deposit Insurance Corporation, the balances in such accounts will be largely uninsured, as the maximum amount of insurance available to such accounts will not be material relative to the balances that are expected to be maintained in the accounts. With respect to its investment in U.S. government or agency securities, Cash Assets currently intends to hold them until they mature. Some of these securities may not mature for a year or longer. If Cash Assets were forced to sell some of its securities in the open market before they mature to meet unanticipated redemption requests (whether from the Fund or other entities affiliated with the Manager), the market value of the securities at such time may be below their principal face amount, causing a loss for Fund investors. In addition, if interest rates rise, the interest rate that Cash Assets pays its investors (including the Fund) will not fully reflect the new rates because its pre-existing investments are still yielding interest at lower rates.
The Fund May Also Borrow Money to Support its Trading, Which Could Increase the Level of Volatility in its Performance and Expose the Fund to Greater Losses. In addition to the leverage implicit in trading futures, the Fund may borrow money from brokers or their affiliates and other lenders. A significant portion of the funds borrowed by the Fund may be obtained from brokerage entities in the form of margin loans collateralized by assets held in the Fund’s brokerage account with such brokerage firms. The Fund does not have any limits on borrowing or leverage.
The Fund May Be Terminated at Any Time. Unforeseen circumstances, including substantial losses, the retirement or loss of key personnel of the Manager, the withdrawal of the Manager or the decision of the Manager not to continue to manage the Fund, could cause the Fund to terminate prior to its stated termination date of December 31, 2050. Early termination of the Fund could disrupt an investor’s overall investment portfolio plan resulting in the loss of some or all of its investment.
There is no Secondary Market for the Units, Therefore Investors Should Consider Their Investment in the Fund to be Illiquid. It is not anticipated that an active secondary market will develop in the Units. Units are not registered on any exchange, so there is no active secondary market, nor are Units being registered so as to permit a public offering under the securities laws of any jurisdiction. The Units will not be transferable without the consent of the Manager (which may be granted on such terms as it determines or withheld). Moreover, there are limitations on the ability of an investor to require the Fund to redeem Units. Consequently, the Units will be illiquid investments.
The Fund Does Not Anticipate Paying Dividends or Making Distributions, Therefore an Investment in the Fund is Not Appropriate for Investors Seeking Current Income. Since the Fund does not presently intend to pay dividends or other distributions, an investment in the Fund may not be suitable for investors seeking current returns for financial or tax planning purposes.
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Regulatory and Related Risks
The Fund Is Subject to Speculative Position Limits, Which May Limit the Fund’s Ability to Generate Profits or Result in Losses. The CFTC and various exchanges impose speculative position limits on the number of futures positions a person or group may hold or control in particular futures. Most physical delivery and many financial futures and option contracts are subject to speculative position limits. The CFTC has established position limits with respect to contracts for corn, oats, wheat, soybeans, soybean oil, soybean meal, and cotton and may in the future impose limits on additional contracts and economically equivalent swaps. In other markets, the relevant exchanges are required to determine whether and to what extent limits should apply. For purposes of complying with speculative position limits, the Fund’s outright futures positions will be required to be aggregated with any futures positions owned or controlled by the Manager or any principal of the Manager, including all of the other client accounts managed by the Manager. Similar types of limits apply to trading on EU commodity exchanges as a result of EU regulations that came into effect in 2018, albeit in a manner somewhat different to the manner in which limits apply on US commodity exchanges. As a result, the Fund may be unable to take positions in particular futures or may be forced to liquidate positions in particular futures, which could limit the ability of the Fund to earn profits or cause it to experience losses.
Trading on Non-U.S. Exchanges Presents Greater Risks to the Fund than Trading on U.S. Exchanges. Unlike trading on U.S. commodity exchanges, trading on non-U.S. commodity exchanges is not regulated by the CFTC and may be subject to greater risks than trading on U.S. exchanges. For example, some non-U.S. exchanges are “principals’ markets” in which no common clearing facility exists, and a trader may look only to the broker for performance of the contract. In addition, unless the Fund hedges against fluctuations in the exchange rate between the U.S. dollar (in which Units are denominated) and other currencies in which trading is done on non-U.S. exchanges, any profits that the Fund might realize in trading could be reduced or eliminated by adverse changes in the exchange rate, or the Fund could incur losses as a result of those changes. Additional costs could also be incurred in connection with international investment activities. Foreign brokerage commissions generally are higher than in the United States. Expenses also may be incurred on currency exchanges when the Fund changes investments from one currency to another. Increased custodian costs as well as administrative difficulties (such as the applicability of foreign laws to foreign custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalization and record access) may be associated with the maintenance of assets in foreign jurisdictions.
The Unregulated Nature of the Over-The-Counter Markets Creates Counterparty Risks that Do Not Exist in Futures Trading on Exchanges. Forward markets, including foreign currency markets, offer less protection against defaults in trading than is available when trading occurs on an exchange. Forward contracts are not guaranteed by an exchange or clearing house, and, therefore, a non-settlement or default on the contract would deprive the Fund of unrealized profits or force the Fund to cover its commitment to purchase and resale, if any, at the current market price.
Additional risks of the forward markets include: (i) the forward markets are generally not regulated by any U.S. or foreign governmental authorities; (ii) there are generally no limitations on daily price moves in forward transactions; (iii) speculative position limits are not applicable to forward transactions although the counterparties with which the Fund may deal may limit the size or duration of positions available as a consequence of credit considerations; (iv) participants in the forward markets are not required to make continuous markets in forward contracts; and (v) the forward markets are “principals’ markets” in which performance with respect to a forward contract is the responsibility only of the counterparty with which the trader has entered into a contract (or its guarantor, if any), and not of any exchange or clearing house. As a result, the Fund will be subject to the risk of inability or refusal to perform with respect to such contracts on the part of the counterparties with which the Fund trades.
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The Fund Has Credit Risk with Respect to its Futures Brokers. The CEA requires a U.S. broker to segregate all funds received from such broker’s customers in respect of regulated futures transactions from such broker’s proprietary funds. If the broker were not to do so to the full extent required by law, the assets of the Fund might not be fully protected in the event of the bankruptcy of the broker. In the event of the broker’s bankruptcy, the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the broker’s combined customer accounts, even though certain property specifically traceable to the Fund (for example, U.S. Treasury bills deposited by the Fund) was held by the broker. In addition, in the event of bankruptcy or insolvency of an exchange or an affiliated clearing house, the Fund might experience a loss of funds deposited through its broker as margin with an exchange or affiliated clearing house, the loss of unrealized profits on its open positions, and the loss of funds owed to it as realized profits on closed positions. If the Fund retains brokers that are not subject to U.S. regulation, its funds deposited with those brokers might not be segregated.
The Unregulated Nature of the Swaps and Derivatives Markets Creates Counterparty Risks that Do Not Exist in Futures Trading on Exchanges. The Fund may enter into swap contracts and related derivatives agreements with various counterparties. Certain swaps and other forms of derivatives instruments currently are not guaranteed by an exchange or its clearing house or regulated by any U.S. or foreign governmental authorities. Consequently, there are no requirements with respect to record keeping, financial responsibility or segregation of customer funds and positions. The default of a party with which the Fund has entered into an OTC swap or other derivative may result in the loss of unrealized profits and force the Fund to cover its resale commitments, if any, at the then current market price. It may not be possible to dispose of or close out an OTC swap or other derivative position without the consent of the counterparty, and the Fund may not be able to enter into an offsetting contract in order to be able to cover its risk.
Central Clearing. In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives are underway to require certain derivatives to be cleared through a clearinghouse. In the United States, clearing requirements were part of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The CFTC imposed its first clearing mandate on December 13, 2012, affecting certain interest rate and credit default swaps. It is expected that the CFTC, the SEC and other international regulators will continue to implement clearing requirements for other derivatives in the future. Trades submitted for clearing are subject to minimum initial and variation margin requirements set by the relevant clearinghouse, the futures commission merchant (“FCM”), as well as possible SEC or CFTC mandated margin requirements. Clearing through FCMs has in certain cases led to losses caused by operational failure or fraud. As products become more standardized in order to be cleared, standardized derivatives may mean that the Fund may not be able to hedge its risks or express an investment view as well as it would using customizable derivatives available in the OTC markets. Compared to the OTC derivatives market, the Fund may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the clearinghouse and the FCM. In addition, clearinghouse margin is dynamic and may be increased in times of market stress. Although standardized clearing for derivatives is intended to reduce risk (for instance, it may reduce the counterparty risk to the dealers to which the Fund would be exposed under OTC derivatives), it does not eliminate risk. Rather, standardized clearing transfers risk of default from the OTC derivatives dealer to the central clearinghouse, which may increase systemic risk, potentially more so than a failure by an OTC derivatives counterparty. The failure of a clearinghouse, although less likely than the failure of a counterparty, could have a much more significant impact on the financial system. Because these clearinghouses are still developing and the related bankruptcy process is untested, it is difficult to speculate what the actual risks would be to the Fund related to the default of a clearinghouse. Also, a clearinghouse will likely require that the Fund relinquish control of its transactions if the clearinghouse were to become insolvent, and, therefore, the Fund would not be able to terminate and close out of a defaulting clearinghouse’s positions but would become subject to regulators’ control over those positions. In such a circumstance, the Fund may not be able to take actions that it deems appropriate to lessen the impact of such clearinghouse’s default. Applicable regulations may also require the Fund to make public information regarding its swaps volume, position size and/or trades, which could detrimentally impact the Fund’s ability to achieve its investment objectives.
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Taxes Will Be Imposed on You Regardless of Cash Distributions.U.S. taxable investors in the Fund must recognize for federal income tax purposes their pro rata share of the taxable net income of the Fund, regardless of whether such investors requested a partial redemption from the Fund to cover their tax liabilities. An investment in the Fund may generate taxable income for a member even though the value of the member’s interest in the Fund has declined. A member may have to use personal funds to pay the income tax owed on the income or gain allocated to the member. Sufficient information may not be available in time for the member to determine accurately an amount to redeem to pay taxes for a given fiscal year.
Changes in Tax Laws Governing Individual Retirement Accounts (“IRAs”) Could Result in Adverse Tax Consequences to IRA Owners and Beneficiaries. A change in the current tax laws under the Internal Revenue Code of 1986, as amended (the “Code”) or other applicable tax rules governing IRAs and their investments (including, without limitation, the Code provisions governing the maximum contributions that may be made to IRAs, the types of investments that IRAs may hold, the maximum amount that may be invested in IRAs, and/or the annual minimum required distributions that IRAs must make) could result in adverse tax consequences to IRAs (and their owners and beneficiaries) that invest in the Fund. Such changes could include, for example, a prohibition on IRAs holding investments such as an interest in the Fund and/or a limitation on the aggregate investments that an IRA may hold, which may cause an IRA to lose its tax-exempt status if it is unable to divest from the necessary investments to satisfy any such rules (and/or be exposed to penalty taxes for failure to comply with such rules). By investing in the Fund, an IRA will be deemed to represent and warrant that it expressly understands that its interest in the Fund is generally non-transferable and may not be transferred, exchanged, or otherwise disposed of except as permitted under and in accordance with the applicable LLC Agreement and Private Offering Memorandum, and that there can be no assurance that the IRA will be able to timely liquidate or dispose of its interest in the Fund in the event of any such change in law in order to avoid any such adverse tax consequences (and that none of the Fund, the Manager or any of their affiliates is under any obligation, whether express or implied, to assist or otherwise accommodate such liquidation or transfer or mitigate such adverse tax consequences to such IRA or its owners or beneficiaries).
Investors Do Not Have the Protections Provided to a Regulated Mutual Fund. Although the Fund may be considered similar to an investment company, it is not required to, and does not intend to, register as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, certain provisions of the Investment Company Act (which, among other things, require investment companies to have a certain number of disinterested directors and regulate the relationship between the adviser and the investment company) will not be applicable.
Interests in the Fund have not been and will not be registered under the Securities Act, in reliance upon an exemption available under Regulation D under the Securities Act. Accordingly, interests in the Fund will be offered only to investors that, among other requirements, are accredited investors within the meaning of Regulation D.
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Quantitative Trading System Flaws are not Trade Errors. The Manager’s quantitative trading systems utilize sophisticated quantitative methods for signal generation and trade execution. These systems rely heavily on price-based and fundamental data sourced from third parties. Inaccuracies in the data received, the design and implementation of the systems, and in the sourcing, processing and incorporation of the data into these systems can result in flaws in signal generation and faulty order execution potentially resulting in losses to client accounts. Systems are developed with the aid of historical data, which reflects how markets behaved in the past under different circumstances. These trading systems cannot predict or detect fundamental changes in market behavior and will likely not perform as designed or intended during periods of unexpected market behavior. Developing quantitative trading programs requires highly skilled personnel applying advanced quantitative methods to vast data sets. Notwithstanding the Manager’s approach to hiring highly qualified quantitative research personnel, commitment to well-defined research and development protocols and extensive testing and ongoing monitoring of its trading systems, the complex nature of quantitative trading programs creates the risk that flaws will arise in these systems. Such flaws may be difficult to detect and therefore may impact these systems for extended periods of time. All of these risks are intrinsic to the operation of quantitative trading strategies, and investors in the Fund must assume that the foregoing elements constitute an inherent risk of the Fund’s investment. As such, any losses attributable to these issues will not be deemed to be trade errors and will be borne by the Fund.
Dodd-Frank Act Continues to Impact the Fund. The Dodd-Frank Act was enacted in July 2010. The Dodd-Frank Act has resulted in extensive rulemaking and regulatory changes that affect private fund managers, the funds that they manage and the financial industry as a whole. Additionally, under the Dodd-Frank Act, the SEC and the CFTC have mandated new recordkeeping, reporting, central clearing and mandatory trading on electronic facilities requirements for investment advisers, which add costs to the legal, operational and compliance obligations of the Advisor and the Fund and increase the amount of time that the Manager spends on non-investment-related activities. The Dodd-Frank Act affects a broad range of market participants with whom the Fund may interact, including banks, non-bank financial institutions, rating agencies, mortgage brokers, credit unions, insurance companies, payday lenders and broker-dealers and may change the way in which the Manager conducts business with its brokers and other counterparties.
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Regulation in the Derivatives Industry. The Dodd-Frank Act has had a significant impact on the derivatives industry. The Dodd-Frank Act divides the regulatory responsibility for derivatives in the United States between the SEC and the CFTC, a distinction that does not exist in any other jurisdiction. The CFTC has regulatory authority over “swaps” and the SEC has regulatory authority over “security-based swaps”. As a result of this bifurcation and the different pace at which the agencies have promulgated necessary regulations, different transactions are subject to different levels of regulation in the United States. In addition, there has been and will be extensive rulemaking related to derivative products by non-U.S. regulatory authorities. Differences between regulatory regimes may make it more difficult or costly for dealers, prime brokers, FCMs, custodians, exchanges, clearinghouses and other entities, such as the Fund, to comply with and follow various regulatory regimes. There are significant legal, operational, technological and trading implications that result from the Dodd-Frank Act and related rules and regulations that may make it difficult or impossible for the Fund to enter into otherwise beneficial transactions. As an example, both U.S. and non-U.S. regulators have mandated margin requirements with respect to uncleared derivatives under certain circumstances (such requirements together, the “Uncleared Margin Rules” or “UMR”). The Manager currently expects that at least a portion of the Fund’s trading will be subject to UMR, which may have negative trading implications for the Fund, including without limitation, increased trading costs and expenses and margin requirements.
Impact of Future Financial Industry Regulation is Uncertain and May Impact the Operation of the Portfolios. Legal, tax and regulatory developments could occur. Securities, futures and other financial markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, the CFTC and other U.S. and non-U.S. regulators and self-regulatory organizations and exchanges authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The regulatory environment for private funds is evolving, and changes in the regulation of hedge funds and their trading activities may adversely affect the ability of investors (such as the Fund) to pursue certain investment strategies, the ability to obtain leverage and financing, and the value of certain investments. U.S. and non-U.S. regulators may take additional actions in light of other developments in global financial markets, such as the European debt crisis. In September 2008, for example, the SEC and various non-U.S. regulatory bodies imposed temporary bans on short-selling of a variety of stocks, and adopted other regulations that may have the effect of making short-selling more difficult or costly. Additional legislation and regulations in global markets may further regulate or limit short-selling activities. These changes may adversely affect the markets in which the Fund invests and may limit or adversely affect the ability of the Manager to use short sales, swaps and other derivatives as part of the investment and hedging strategies used by the Manager.
The Trading Programs Used by The portfolio May Be Changed Without Notice to Investors. The Manager continuously updates and changes its trading programs as a result of its ongoing research efforts and in response to changing market conditions. The Manager also expects to develop and implement new trading programs from time to time. The Manager may make additions or deletions of trading programs used by the Blended Strategies Portfolio at any time, and may make additions, deletions or any other changes to its trading programs used by either portfolio – such as changes in the amount of leverage of, or in the allocations of assets to, any of the trading programs used by either portfolio – at any time as determined by the Manager in its sole discretion. The Manager is not required to provide prior, or any, notice to investors of any such changes. As a result, the descriptions of the trading programs of the portfolio in the Fund’s offering materials may not at any particular time fully or accurately describe the trading programs being used by the portfolio.
Risks Related to Conflicts of Interest
Performance Based and other Fund Compensation Could Expose the Fund to Greater Risks. The Manager could receive substantial compensation in the event it generates net profits for the Fund. Such compensation arrangements may provide an incentive for the Manager to effectuate larger and more risky transactions than would be the case in the absence of such arrangements. The Manager may receive compensation with respect to unrealized appreciation of Fund assets as well as with respect to realized gains from the trading of Fund assets. The fees and incentive allocation payable to the Manager were not the subject of arms’ length negotiation. In addition, investors that acquire Units of any Class with a Net Asset Value below a previous high-water mark might benefit at the expense of pre-existing investors where those Units increase in value but are not yet subject to an Incentive Allocation because the Class as a whole still has aggregate carried forward losses.
The Manager Manages and May Invest in Other Accounts.
The Manager acts as general partner or trading advisor to other investment funds and accounts, including those referenced herein, that have investment objectives and methodologies that in some cases are similar to, and in other cases different from, those of the Fund. The majority of these investment funds and accounts employ many of the same discretionary or systematic trading strategies that are traded for the Fund.
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The Manager is not required to trade all of the accounts that it manages on a parallel basis, and other accounts may take positions that are opposite, or ahead of, positions taken for the Fund. Even accounts that are ordinarily traded on a parallel or substantially similar basis may not participate on such a basis in all portfolio investments for a variety of reasons as determined in the discretion of the Manager, including, without limitation, specific account restrictions, rebalancing of accounts due to capital inflows and outflows, different sizes, funding levels and cash requirements of accounts which can influence position size and market access, and prior differences in portfolio investments. To the extent other investment funds and managed accounts grow in size, they may have an impact on the Fund’s trading and may adversely affect the Fund’s performance. The Manager receives higher management fees, higher incentive-based compensation and/or larger expense reimbursements for managing certain of these funds and accounts, which may create an incentive for the Manager and the Manager’s employees (including the Manager’s investment management and other trading personnel) to allocate riskier, more highly leveraged, or more highly compensated trading strategies, or a greater proportion of such trading strategies, to such funds and accounts. The Manager and its principals and their related parties also trade for their own accounts in some of the same markets in which the Fund trades, and also own significant positions in the Fund and other funds managed by the Manager.
The Manager and its principals and their related parties invest proprietary capital in different investment programs offered to clients from those offered by the Fund and may in addition invest proprietary capital to start new untested research strategies of the Manager. Fund investors will not be permitted to inspect the records of such proprietary accounts or the written policies related to such trading. The Manager and its principals may manage other accounts in the future. All of the above accounts will compete with the Fund for the same positions. All of the foregoing accounts will be aggregated for purposes of determining applicable position limits and may take the same or different positions as the Fund.
With respect to the discretionary strategies traded for the Portfolio, all of the Manager’s trading is currently conducted through one or more Master Funds. Except with respect to portfolio managers trading on behalf of more than one account (as discussed further below), this structure generally eliminates the need for trade allocation procedures for the discretionary strategies that would otherwise be necessary if trading for each strategy was conducted for multiple accounts. The Manager closely reviews the capacity levels of each Master Fund traded for the Fund to ensure that all funds that utilize the discretionary strategies can invest in the Master Funds at the levels designated by the Manager’s Investment Committee. To date, the Master Funds have not experienced capacity limits that would impact the operation of the funds that invest in them; however, no assurance can be given that in the future one or more Master Funds, trading strategies or portfolio managers will not be subject to capacity limits, which would require the Manager to limit the allocation of assets of one or more funds in the affected Master Funds, trading strategies or portfolio managers.
In general, each portfolio manager makes all decisions about what to buy and sell independently from all other portfolio managers. Accordingly, portfolio managers may be buying or selling the same instruments at the same or different times, and at times may be competing with each other to identify, purchase or sell specific instruments. Additionally, portfolio managers may pursue the same or similar strategies and invest in some of the same instruments on behalf of multiple accounts, including certain accounts in which the Fund is not invested. The Manager has established a trade allocation policy that seeks to allocate investment opportunities among client accounts, including the Fund, in a manner that is fair and equitable. The policy identifies appropriate criteria by which the Manager may choose to allocate investments among client accounts, including considerations related to client account investment policies, guidelines or restrictions, tax considerations, cash availability and liquidity constraints. The policy also identifies inappropriate criteria for use in allocating investments among client accounts which relate to situations that would benefit the Manager at the expense of or through the use of client funds. The Manager may amend its existing trade allocation policies or establish additional trade allocation policies in an effort to address potential conflicts of interest that may arise in the future, including as the result of additional portfolio managers trading on behalf of more than one account.
The Manager and its officers and employees devote to the Fund as much time as the Manager deems necessary and appropriate to manage the Fund’s business. The Manager and its affiliates may form additional investment funds, enter into other investment advisory relationships, or engage in other business activities, even though such activities may be in competition with the Fund and may involve substantial time and resources of the Manager and its affiliates. These activities could be viewed as creating a conflict of interest in that the time and effort of the Manager’s officers and employees will not be devoted exclusively to the business of the Fund but will be allocated between the business of the Fund and the other business activities of the Manager and its affiliates. During turbulent conditions or distress in the financial markets or other times when the Fund will need focused support and assistance from the Manager and its officers and employees, other accounts for which the Manager serves as an investment manager may likewise require greater focus and attention, potentially placing the Manager’s resources in high demand. In such situations, the Fund may not receive the necessary support and assistance it would require or would otherwise receive if the Manager did not act as an investment manager for other accounts.
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The Manager or its affiliates may manage separate managed accounts or dedicated investment vehicles for institutional investors that pursue strategies similar to, or that overlap with, those of the Fund. These clients may have access to detailed information about their accounts, including current portfolio holdings, which the Manager does not customarily make available to investors in the Fund or other pooled investment vehicles. Such clients may be able to take action, including more timely action, with respect to their accounts that investors in pooled vehicles with similar or parallel strategies cannot take.
The Manager continuously updates and changes its trading programs as a result of its ongoing research efforts and in response to changing market conditions. The Manager also expects to develop and implement new trading programs from time to time. In connection with these development efforts or as discussed further herein, the Manager may, in its sole discretion, determine not to include certain trading programs in client funds and accounts, including the Fund.
The Manager determines which accounts that it manages use which trading strategies and programs. The Manager may determine that certain accounts will not participate in certain trading strategies and programs, or allocate assets to particular portfolio managers, that are considered riskier, that are expected to be more volatile, that use greater leverage, that are newer and do not have an established track record, that do not have a track record or other performance metrics that are appropriate for the strategy or characteristics of a particular account, or that are experimental and still being developed or tested. The Manager may also determine that certain investors or prospective investors have an interest in investing in a different trading program which may allocate assets to particular trading programs or portfolio managers only, or to allocate assets to such trading programs and portfolio managers to a greater extent or lesser extent compared to other funds and accounts, including the Fund. The Manager has agreed, and may in the future agree, in its sole discretion, to manage funds or accounts investing pursuant to different trading programs, and such funds or accounts may be restricted to certain investors only, including, without limitation, investors who pay higher fees or expenses, large or strategic investors who satisfy significant minimum investment or other requirements, or investors with specific regulatory or investment policy requirements. The Manager and its principals and their related parties may elect to invest proprietary capital in the different trading programs, including to a greater or lesser extent compared to the level of proprietary capital investment in other funds and accounts, including the Fund. The inclusion or exclusion of a trading program or portfolio manager in a portfolio may have benefits or other consequences affecting other funds and accounts or the Manager generally.
While most funds and accounts managed by the Manager (including the Fund) charge a fixed management fee as a percentage of net assets and performance-based compensation as a percentage of the relevant fund’s or account’s net profits, certain other funds and accounts incur an additional level of expense equal to the allocable compensation payable to certain of the Manager’s investment management and trading personnel, with such performance based compensation generally calculated and payable without netting the performance of any one trading strategy, portfolio manager or portfolio management team against another. There is no requirement that all of the Manager’s portfolio managers be compensated in the same manner across all funds and accounts managed by the Manager, and portfolio managers are expected to be compensated separately with respect to their trading for such funds, with their compensation with respect to such funds having the potential to substantially exceed the compensation payable to them with respect to their trading for funds and accounts that do not incur such additional level of expense, such as the Fund. The funds and accounts incurring an additional level of expense will also bear their allocable portion of certain other non-compensation expenses as disclosed in the applicable offering documents for such funds from time to time, which may also materially exceed the non-compensation expenses borne by other funds and accounts, such as the Fund, which do not incur such expenses. The different expense and compensation structures described above may create actual or potential conflicts of interest for the Manager and its employees.
The Manager may make additions to or deletions from the Fund’s trading programs or add or remove portfolio managers at any time and may make modifications to those trading programs – such as changes in the amount of leverage of, or in the allocations of assets to, trading programs – at any time as determined by the Manager in its sole discretion. The Manager is not required to provide prior, or any, notice to Fund investors of any such changes. As a result, the descriptions of the Fund’s trading programs herein may not at any particular time fully or accurately describe each trading program being used by the Fund.
The Manager closely reviews the capacity levels of each master fund traded for the Fund to ensure that all funds that utilize discretionary trading strategies can invest in the master funds at the levels designated by the Investment Committee. To date, the master funds have not experienced capacity limits that would impact the operation of the funds that invest in them; however, no assurance can be given that in the future one or more master funds will not experience capacity limits, which would require the Manager to limit the participation of one or more funds in the affected master funds.
With respect to the Manager’s various trading programs, the Manager may place block orders with brokers on behalf of multiple accounts, including the Fund. Accounts in which the Manager and its principals have an interest may be included with client accounts in block orders.
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Because a block order may be executed at different prices, one or more of the accounts may receive more favorable fills and some less favorable fills. The Manager generally uses a Monte Carlo simulation to allocate trades in its systematic strategies to multiple underlying accounts. Monte Carlo simulations measure the overall variance for how fills are distributed, with the goal to keep the allocation with the lowest variance so as to achieve the fairest allocation among accounts. The process builds a list of fills by broker/price that were received during the day, and a list of accounts/quantity. The account/quantity list is randomly sorted and then allocated the fills from the list in order. After all accounts are filled, the overall variance for how the fills were distributed is measured and that value is compared to the previous trial. If the variance is lower (more fair), the allocation result is kept. If the variance is higher, the result is discarded. This process is run 100,000 times using the allocation with the lowest variance to achieve the fairest allocation. If during the process an allocation results in a variance of 0 (where every account has received the average), the process stops and that allocation is used. Consistent application of this non-discretionary allocation methodology satisfies regulatory requirements of objectivity and fairness such that no account or group of accounts receives consistently favorable or unfavorable treatment. Allocations made according to this methodology will be deemed equitable even though under certain market conditions a trade may be more favorable to some accounts than others. In the event split fills of futures orders are allocated after execution, the Manager makes available upon request by certain affected clients composite data sufficient to compare execution results. Where block orders are not sanctioned or permitted for an account, whether by regulation or otherwise, buy or sell orders for such account are placed separately. These individual orders may be for the same positions as a block order executed for multiple accounts. The Manager’s execution of such trades is then subject to a trade rotation process that is intended to ensure that no account (whether utilizing separate orders or participating in block orders) receives consistently favorable or unfavorable treatment over any other. With this randomization process, the order or timing of execution of any trade for any account cannot be determined or predicted in advance. The Manager may determine to employ additional or alternative methods for allocating orders to client accounts that meet the regulatory requirements of objectivity and fairness such that no account or group of accounts receives consistently favorable or unfavorable treatment.
The Manager may enter into side agreements with specific investors in the Fund providing for different fees, redemption rights, access to information about the Fund’s investments or other matters relating to an investment in the Fund.
The Fund Will Generally Bear the Impact of Trade Errors. The Fund will ordinarily be responsible for any losses, and will benefit from any gains, resulting from trading errors and similar human errors, absent the Manager’s reckless disregard of its duties, willful misconduct, or gross negligence, or as otherwise required by law. As a result, any negative or positive results of trading errors generally will be borne by the Fund, rather than by the Manager, so long as the Manager adheres to the foregoing standard of care. However, the Manager bears all direct costs incurred in correcting trade errors, as defined below, without reimbursement for such costs from the Fund; provided, however, that the Manager shall be entitled to set off against such costs any amounts received by it from a broker or trade counter party in recognition of their relative degree of fault in the trade error. In no event shall the Manager be responsible for the negligence, dishonesty or bad faith of any broker or agent of the Fund; provided that such broker or agent was selected, engaged or retained by the Manager in good faith. A “trade error” is any execution by an employee of the Manager mistakenly transmitting, either through negligence or willful misconduct, a trade order to any broker or trade counter party on the Manager’s behalf that the Manager fails to liquidate through its trade reconciliation processes. In no event shall the Manager either offset the cost of correcting trade errors through soft dollars or seek to correct a trade error by instituting a trade between client accounts.
The Master–Feeder Structure Underlying the Fund’s Trading May Create Operating Inefficiencies for the Fund. All trading attributable to the Fund is currently conducted through the master funds organized and managed by the Manager, through a so-called “master-feeder” fund structure. A portion of the subscription proceeds received from investors ordinarily is invested by the Fund in the master funds, in each case with limited liability to the Fund. A separate master fund then invests in global fixed income, foreign exchange and other markets pursuant to each of the investment programs managed by the Manager.
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Other investment funds and managed accounts structured to meet the needs of various U.S. and non-U.S. investors, including various proprietary accounts of the Manager, also may invest in each master fund, including Cash Assets. The units of such investors in any master fund may be in conflict in a number of respects, including, without limitation, as to the tax consequences and capital utilization with regard to any master fund’s transactions. For example, each master fund’s transactions may provide investors subject to U.S. income taxation with different after-tax returns than those of non-U.S. and tax-exempt investors. Also, each master fund may borrow to increase the efficiency of its capital utilization, but in so doing may incur borrowing charges at a rate that exceeds the rate at which the Fund earns interest income on its available cash. Such borrowing, with its attendant additional cost, serves to stabilize the master funds’ financing arrangements and offers various other advantages to their investors. At the same time, such borrowing may disproportionately benefit more leveraged investors in the master funds (including proprietary accounts of the Manager) over less leveraged investors (potentially including the Fund). Investors in the Fund may have conflicting investment, tax, or other interests with respect to their investment. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by the Fund, the structuring of the acquisition of such investments, or the timing of disposition of investments. In such circumstances, the Manager will consider the investment and other objectives of the Fund and its investors as a whole, and not the investment or other objectives of any investor individually.
Allocation of Expenses. The Manager determines how certain expenses are allocated among the Fund and other funds and accounts managed by the Manager. The Manager will allocate expenses (including the investment and operating expenses of the Master Funds) among the funds and accounts the Manager manages in proportion to their respective net asset values, in proportion to their respective participation in a particular investment, strategy or program, or in any other manner that the Manager determines to be equitable (which may be based on the Manager’s assumptions as to relative usage or resources allocated among the funds and accounts). The Manager has established expense allocation policies in an effort to address such matters and may amend such policies or establish additional expense allocation policies in an effort to address potential conflicts of interest that may arise in the future.
General Risk Factors
Global Economic, Political and Market Conditions May Adversely Affect the Fund’s Operations. The current global financial market situation, as well as various social and political circumstances in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. For example, the recentUkraine / Russia conflict and related sanctions and changes to commerical activity has increased volatility in global markets. The outbreak of coronavirus, or COVID-19, in many countries continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The outbreak of COVID-19 and any resulting increase incontinued volatility or economic downturn related to it may have a material adverse impact on Fund’s operations.
Operational Risks, Including Those Related to Computer Systems and Cybersecurity Threats, May Impact the Fund’s Operations. The Manager is responsible for developing, implementing and operating appropriate systems and procedures to execute all investment transactions and monitor and control operational risk on behalf of the Fund. The Manager relies on its execution, financial, accounting and other data processing systems to trade, clear and settle all transactions, to evaluate and monitor potential and existing portfolio investments, and to generate risk management and other reports that are critical to oversight of client accounts. Certain of the Manager’s operations are dependent upon systems operated by third parties, including the Fund’s administrator, prime brokers, counterparties, electronic exchanges, other execution platforms and their various service providers. The Manager may not be in a position to verify the reliability of such third-party systems or data. Failure of or errors in such systems could result in mistakes or delays in the execution, confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. The increasing reliance on internet-based programs and applications to conduct transactions and store data also creates increased security risks. Targeted cyber-attacks, or accidental events, can lead to a breach in computer and data systems and access by unauthorized persons to sensitive transactional or personal information. Data taken in breaches may be used by criminals to commit identity theft, obtain loans or payments under false identities, and other crimes. Cybersecurity breaches at the Manager or its service providers or counterparties may directly or indirectly affect the Fund, and could lead to theft, data corruption, interference with business operations, disruption of operational systems, interference with the Manager’s or the Fund’s ability to execute transactions, direct financial loss or reputational damage, or violations of applicable laws related to data and privacy protection and consumer protection.
The foregoing list of risk factors and conflicts of interest does not purport to be a complete enumeration or explanation of the risks or conflicts involved in an investment in the Fund. Prospective investors should consult with their own advisors before deciding to subscribe for Units.
| Item 1B: | UNRESOLVED STAFF COMMENTS |
Not applicable.
| Item 2: | PROPERTIES |
The Fund does not own or use any physical properties in the conduct of its business. The Manager operates from its principal office in Rowayton, Connecticut as well as its offices in London, UK and West Palm Beach, Florida.
| Item 3: | LEGAL PROCEEDINGS |
There are no material legal proceedings pending, on appeal or concluded to which the Fund is a party or to which any of its assets is subject. There have been no material legal proceedings pending, on appeal or concluded against the Manager or any of its principals, directors or executive officers within the past five years.
| Item 4: | MINE SAFETY DISCLOSURES |
Not applicable.
| Item 5: | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
| (a) | Market information |
There is no public market for the Units, and none is likely to develop. Units may be redeemed subject to the conditions of the Company Agreement. Units may not be assigned or otherwise transferred except as permitted under the Company Agreement and as such may not be sold by investors pursuant to Rule 144 of the Securities Act of 1933, as amended.
| (b) | Holders |
As of March 1, 2020,2022, there were 10481 holders of Class 0 Units and 6351 holders of Class 2 Units of the Blended Strategies Portfolio.
| (c) | Dividends |
The Manager determines, in its sole and absolute discretion, the amount of distributions, if any, to be made by the Fund to its investors. To date no distributions have been paid on the Units and the Manager has no present intention to make any distributions in the future.
For the three months ended December 31, 2019,2021, the Fund did not issue any Units with respect to the Blended Strategies Portfolio, in each case in a transaction that was not registered under the Securities Act. The Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder.Portfolio.
The following chart sets forth the purchases of Units of the Fund.
| Month beginning: | Blended Strategies Portfolio Class 0 Number of Units Purchased | Price of Blended Strategies Portfolio Class 0 Units Purchased | Blended Strategies Portfolio Class 2 Number of Units Purchased | Price of Blended Strategies Portfolio Class 2 Units Purchased | |||||||||||
October 1, 2019 | 3,845.126 | $ | 153.25 | 1,309.997 | $ | 109.35 | |||||||||
November 1, 2019 | 1,439.954 | $ | 153.90 | - | $ | 109.74 | |||||||||
December 1, 2019 | 951.752 | $ | 152.04 | - | $ | 108.35 | |||||||||
| Month beginning: | Blended Strategies Portfolio Class 0 Number of Units Purchased | Price of Blended Strategies Portfolio Class 0 Units Purchased | Blended Strategies Portfolio Class 2 Number of Units Purchased | Price of Blended Strategies Portfolio Class 2 Units Purchased | ||||||||
| October 1, 2021 | 192.947 | $ 181.40 | - | - | ||||||||
| November 1, 2021 | 4,800.219 | $ 176.60 | - | - | ||||||||
| December 1, 2021 | 1,439.808 | $ 176.27 | - | - |
| Item 6: |
| Item 7: | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
| (a) | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Reference is made to “Item 8: Financial Statements”. The information contained therein is essential to, and should be read in conjunction with, the following analysis. The Fund does not engage in the sale of goods or services. The Fund’s capital consists of capital contributions of the members, as increased or decreased by gains and losses from its investments in the Master Funds, interest, expenses and redemptions. Its only assets are its investments in the Master Funds. The Master Funds do not engage in the sale of goods or services. Their assets are comprised of the equity in their accounts with clearing brokers and OTC counterparties, in each case consisting of cash, open trade equity on derivatives and the net option premium paid or received. In the case of Graham Cash Assets LLC, the assets consist of investments in debt obligations guaranteed by the U.S. federal government, as well as cash and cash equivalents.
For the year ended December 31, 2019,2021, the Blended Strategies Portfolio’s Members’ Capital value decreased by $4,432,401$3,597,326 or -14.2%-12.3%. This decrease in Members’ Capital was attributable to redemptions totaling $8,179,050$4,170,090 or -26.1%-14.3%, offset by subscriptions of $200,000 or 0.6% and net income of $3,546,649$572,764 or 11.3%,2.0% for the year.
For the year ended December 31, 2018,2020, the Blended Strategies Portfolio’s Members’ Capital value decreasedincreased by $10,917,975$2,312,253 or -25.9%8.6%. This decreaseincrease in Members’ Capital was attributable to net income of $3,703,593 or 13.8% and offset by redemptions totaling $9,560,494$1,391,340 or -22.7% and a net loss of $1,732,481 or -4.1% offset by total subscriptions of $375,000 or 0.9%-5.2%, for the year.
(i) Results of Operations |
The Fund’s success depends primarily upon the Manager’s ability to recognize and capitalize on market trends in the different and varied sectors of the global financial markets in which it trades.
Blended Strategies Portfolio
For the year ended December 31, 2019,2021, the Blended Strategies Portfolio experienced trading gains of $4,094,860$1,922,356 attributable to the following sectors:
| Agriculture / Softs | $ | (263,764 | ) | $ | 659,505 | |||
| Base Metals | (272,861 | ) | 407,714 | |||||
| Energy | (728,769 | ) | 806,437 | |||||
| Equities | 2,823,263 | 1,644,987 | ||||||
| Foreign Exchange | (305,087 | ) | 481,009 | |||||
| Long Term / Intermediate Rates | 1,590,681 | (1,669,494 | ) | |||||
| Precious Metals | 596,196 | (442,463 | ) | |||||
| Short Term Rates | 655,201 | 34,661 | ||||||
$ | 4,094,860 | $ | 1,922,356 | |||||
The Blended Strategies Portfolio recorded a net gain for 2019.during 2021. The portfolio recordedmajority of gains resulted from positions in equity index futures, most notably from positions in Europe and the U.S. with smaller gains in Asia. The portfolio also recorded gainsprofits in fixed incomecommodity futures, primarily from positions across the yield curve in the U.S. with smaller gains in European, Australian and Canadian bonds. Net losses resulted in commodities as gains in gold were more than offset by losses in energy base metals, and agricultural commodities. TheIn currencies, the portfolio also experienced modest losses in currencies,posted profits primarily from positions in the euro versus the U.S. dollar. The portfolio experienced losses in fixed income futures, mostly from positions in U.S. bonds with smaller losses in European, Canadian, dollar.and Australian bonds.
28
Advisory and Sponsor Fees are calculated as a percentage of the Fund’s Members’ Capital value as of the end of each month and are affected by trading performance, interest income, subscriptions into and redemptions out of the Fund. Accordingly, the fluctuations in these amounts are directly correlated to the changes in net asset value which are discussed in detail herein.
For the year ended December 31, 2019,2021, Advisory Fees decreasedincreased by $139,825$5,912 or -24.3%1.4%, Sponsor Fees decreasedincreased by $87,118$1,707 or -27.1%0.7%, and Administrator’s Fees decreased by $11,981$14 or -24.0%-0.0% in the Blended Strategies Portfolio over the corresponding period of the preceding year. These decreasesThe Advisory Fees, Sponsor Fees and Administrator’s Fees are all attributablesubstantially the same when compared to lower Members’ Capital of the portfolio during the year resulting from redemptions and partially offset by net income and subscriptions for thecorresponding prior year. During the year ended December 31, 2019,2021, interest income decreased by $30,075$262,163 or -5.0%-91.6%. Interest was earned on free cash at an average annualized yield of 2.04%0.10% for the year ended December 31, 20192021 compared to 1.61%1.13% for the year ended December 31, 2018.2020.
The Incentive Allocation is based on the New High Net Trading Profits of the portfolio. For the yearsyear ended December 31, 2019 and 2018,2021, the Incentive Allocation decreased by $101,426 or -19.1%. This was $187 and $0, respectively.the result of a lower net gain before incentive allocation for the year ended December 31, 2021 compared to the year ended December 31, 2020.
The following table illustrates the sector distribution of the Blended Strategies Portfolio’s investments in Master Funds as of December 31, 20192021 based on the fair value of the underlying assets and liabilities in each master fund including both long and short positions. Positive percentages represent net assets whereas negative percentages represent net liabilities.
Agriculture / Softs | ||||
Base Metals | ||||
Energy | % | |||
Equities | )% | |||
Foreign Exchange | )% | |||
Long Term / Intermediate Rates | ||||
Precious Metals | )% | |||
Short Term Rates | % | |||
100.0 | % |
For the year ended December 31, 2018,2020, the Blended Strategies Portfolio experienced trading lossesgains of $908,189$4,891,601 attributable to the following sectors:
Agriculture / Softs | $ | (523,771 | ) | $ | 153,724 | |||
Base Metals | (507,105 | ) | 526,582 | |||||
Energy | 308,301 | (593,323 | ) | |||||
Equities | (383,376 | ) | 127,947 | |||||
Foreign Exchange | (467,397 | ) | 1,069,861 | |||||
Long Term / Intermediate Rates | (360,806 | ) | 834,068 | |||||
Precious Metals | (110,771 | ) | 1,407,650 | |||||
Short Term Rates | 1,136,736 | 1,365,092 | ||||||
$ | (908,189 | ) | $ | 4,891,601 | ||||
The Blended Strategies Portfolio recorded a strong net loss for 2018.gain during 2020. The losses resultedportfolio recorded gains in fixed income futures, primarily from positions across the yield curve in the U.S. The portfolio recorded further gains in commodities, most notably from positions in metals and agricultural commodities which were partially offset by gains in the energy complex. The portfolio also experienced losses in foreign exchange, primarily from positions in precious metals with smaller profits in base metals. In currencies, gains resulted from positions in the Japanese yen, Mexican pesoeuro, Australian dollar, and euroChinese yuan versus the U.S. dollar. Smaller losses resulted from positionsThe portfolio finished the period virtually flat in fixed incomeequity index futures as gain on the front end of the curvegains in the U.S. were more than offset by losses further out onin Europe and the curve in the U.S. and Europe, as well as from positions in Asian equity index futures.U.K.
29
Advisory and Sponsor Fees are calculated as a percentage of the Fund’s net assetMembers’ Capital value as of the end of each month and are affected by trading performance, interest income, subscriptions into and redemptions out of the Fund. Accordingly, the fluctuations in these amounts are directly correlated to the changes in Members’ Capitalnet asset value which are discussed in detail herein.
For the year ended December 31, 2018,2020, Advisory Fees decreased by $429,529$12,340 or -42.8%-2.8%, Sponsor Fees decreased by $299,160$6,499 or -48.2%-2.8%, and Administrator’s Fees decreased by $31,496$1,414 or -38.7%-3.7% in the Blended Strategies Portfolio over the corresponding period of the preceding year. These decreases are all attributable to lower Members’ Capital of the portfolio during the year resulting from redemptions and a net loss for the year which was partially offset by subscriptions. The decrease inAdvisory Fees, Sponsor Fees is also attributableand Administrator’s Fees are substantially the same when compared to a reduction of the Class 2 Sponsor Fee rate from 2.75% in the first quarter of 2017 to 1.50% in the second quarter of 2017 and from 1.50% to 1.25% in the third quarter of 2017. The decrease in Sponsor Fees is also attributable to a reduction of the Class 0 Sponsor Fee rate from 0.75% in the first half of 2017 to 0.50% in the third quarter of 2017. The decrease in Advisory Fees is also attributable to a reduction of the Advisory Fee rate from 1.75% in the first half of 2017 to 1.50% in the third quarter of 2017.corresponding prior year. During the year ended December 31, 2018,2020, interest income increaseddecreased by $85,978$284,004 or 16.7%-49.8%. Interest was earned on free cash at an average annualized yield of 1.61%1.13% for the year ended December 31, 20182020 compared to 0.87%2.04% for the year ended December 31, 2017.2019.
The Incentive Allocation is based on the New High Net Trading Profits of the portfolio. For the years ended December 31, 20182020 and 2017,2019, the portfolio had not yet recovered previous losses. As a result, there was no Incentive Allocation was $531,233 and $187, respectively. This was the result of a higher net gain before incentive allocation for those years.the year ended December 31, 2020 compared to the year ended December 31, 2019.
The following table illustrates the sector distribution of the Blended Strategies Portfolio’s investments in Master Funds as of December 31, 20182020 based on the fair value of the underlying assets and liabilities in each master fund including both long and short positions. Positive percentages represent net assets whereas negative percentages represent net liabilities.
Agriculture / Softs | ||||
Base Metals | ||||
Energy | % | |||
Equities | % | |||
Foreign Exchange | % | |||
Long Term / Intermediate Rates | % | |||
Precious Metals | % | |||
Short Term Rates | % | |||
100.0 | % |
Variables Affecting Performance
The performance of eachthe portfolio of the Fund is affected by net profitability resulting from the trading operations of the master funds, the fees charged by the Fund, and interest income earned on cash and cash equivalents. The master funds acquire and liquidate long and short positions in futures contracts, forward contracts, spot currency contracts and associated derivative instruments such as options and swaps. These instruments are carried at fair value, which is heavily influenced by a wide variety of factors including, but not limited to the level and volatility of exchange rates, interest rates, equity prices, and commodity prices as well as global macro political events. These factors generate market movements affecting the fair value of these instruments and in turn the net gains and losses allocated from the master funds.
Brokerage, advisory and sponsor fees are calculated based on percentage of the net asset value of eachthe portfolio. Changes in the net assets of eachthe portfolio resulting from subscriptions, redemptions, interest and trading profits allocated from the master funds can therefore have a material impact in the fee expense of eachthe portfolio.
A portion of the assets of eachthe portfolio is held in cash and cash equivalents. Changes in the net assets of eachthe portfolio as well as changes in the interest rates earned on these investments can have a material impact on interest income earned.
| (ii) | Liquidity |
A portion of the assets of eachthe portfolio is generally held as cash or cash equivalents, which are used to margin the Fund’s investments. It is expected that the average margin the Fund will be required to post to support the Fund’s trading may range between 10% and 30% of the total assets of eachthe portfolio, which will be segregated or secured by the futures brokers in accordance with the CEA and with CFTC regulations or be maintained on deposit with over-the-counter counterparties. In exceptional market conditions, this amount could increase. The master funds are subject to margin calls on a constant daily and intra-day basis, whether in connection with initiating new investment positions or as a result of changes in the value of current investment positions. These margin requirements are met through the posting of additional margin with the applicable futures broker or FX clearing broker, on an almost daily basis. The Manager generally expresses its margin requirements for the portfolios in terms of the aggregate of the margin requirements for the underlying strategies plus the net option premium costs for the underlying strategies. For the years ended December 31, 20192021 and December 31, 2018,2020, the margin requirements for the Blended Strategies Portfolio were 13.03%8.63% and 9.46%10.72%, respectively.
Other than any potential market-imposed limitations on liquidity, the Fund’s assets are highly liquid and are expected to remain so. Market-imposed limitations, when they occur, can be due to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Fund’s futures trading. Through December 31, 2019,2021, the Fund experienced no meaningful periods of illiquidity in any of the markets traded by the Manager on behalf of the Fund.
| (iii) | Capital Resources |
The Fund raises additional capital only through the sale of Units and capital is increased through trading profits (if any) and interest income. The Fund may borrow money from brokers or their affiliates and other lenders. Units may be offered for sale as of the beginning, and may be redeemed as of the end, of each month. The amount of capital raised for the Fund should not have a significant impact on its operations, as the Fund has no significant capital expenditure or working capital requirements other than for monies to pay trading losses, brokerage commissions and expenses.
The Fund participates in the speculative trading of commodity futures contracts, substantially all of which are subject to margin requirements. The minimum amount of margin required for each contract is set from time to time in response to various market factors by the respective exchanges. Further, the Fund’s brokers may require margin in excess of minimum exchange requirements. The Fund bears the risk of financial failure of the brokers through which it clears trades and maintains margin in respect of any such trades and of its counterparties for its foreign exchange and swap trades with whom it also maintains margin.
| (iv) | Critical Accounting Policies |
Use of Estimates – The Fund’s financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and all amounts are stated in U.S. dollars. The preparation of the financial statements requires the Manager to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Fund’s significant accounting policies are described in detail in Note 2 of the financial statements.
Fair Value Measurement - The Fund follows U.S. GAAP for fair value measurements, which defines fair value, establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. U.S. GAAP uses a three-level hierarchy for fair value measurement based on the activeness of the market and the transparency and independence of inputs used in the valuation of an asset or liability as of the measurement date. The Fund reports the fair value of its investment-related assets and liabilities in accordance with the hierarchy established under U.S. GAAP.
The Fund records its investments in the Feeder FundsFund at fair value in accordance with U.S. GAAP. In determining its net asset value, eachthe Feeder Fund records its investments in master funds at fair value in accordance with U.S. GAAP. The Fund records its proportionate share of the Feeder Funds’ investment income and loss, expenses, fees, and realized and unrealized gains and losses on a monthly basis. Purchases and sales of units in the Feeder Funds are recorded on a trade date basis.
The master funds record all their financial instruments at fair value, which is derived in accordance with U.S. GAAP. Unrealized appreciation and depreciation from these instruments are recorded based on changes in their fair value. Realized gains and losses are recorded when the positions are closed. All unrealized and realized gains and losses related to derivative financial instruments are included in net gain (loss) on investments in the master funds’ statements of operations.
Cash Assets - The Feeder Funds investFund invests a portion of their excess liquidity in Cash Assets, an entity for which the Manager is also the sole investment advisor. The financial information of Cash Assets is included in the notes to the Financial Statements of the Feeder Funds within Item 8.
Income Taxes - No provision for income taxes has been made in the Fund’s financial statements, as each member is responsible for reporting income or loss based upon the member’s respective share of the Fund’s revenues and expenses for income tax purposes.
U.S. GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. U.S. GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more-likely-than-not threshold would be recorded as a tax expense in the current year. The Manager has evaluated the Fund’s tax positions and has concluded that there are no significant tax positions requiring recognition, measurement or disclosure in the financial statements. The Manager is not aware of any tax positions or interest/penalties for which it is reasonably possible that the total amounts of unrecognized tax expense will change materially in the next twelve months.
| Item 7A: | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
No disclosure is required hereunder as the Fund is a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.
| Item 8: | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Financial Statements | |
| Graham Alternative Investment Fund I LLC | |
| Blended Strategies Portfolio | |
| Years Ended December 31, 2020 | |
| with Report of Independent Registered Public Accounting Firm |
GRAHAM ALTERNATIVE INVESTMENT FUND I LLC
BLENDED STRATEGIES PORTFOLIO
40 Highland Avenue
Rowayton, CT 06853
The undersigned affirms, on behalf of Graham Alternative Investment Fund I LLC Blended Strategies Portfolio, that to the best of his knowledge and belief, the information contained in the attached audited financial statements of Graham Alternative Investment Fund I LLC Blended Strategies Portfolio for the years ended December 31, 20192021 and 20182020 is accurate and complete.
By: | Graham Capital Management, L.P., as | |
| Sole Manager |
| By: | /s/ George Schrade | ||
 | |||
March 30, 2022 |
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Financial Statements
Years Ended December 31, 20192021 and 20182020
Contents
Report of Independent Registered Public Accounting Firm (PCAOB ID 42) | 36 |
Statements of Financial Condition | 37 |
Statements of Operations | 38 |
Statements of Changes in Members’ Capital | 39 |
Statements of Cash Flows | 40 |
Notes to Financial Statements | 41 |
Financial Statements – Graham Alternative Investment Trading LLC
 | Ernst & Young LLP 300 First Stamford Place Stamford, CT 06902-6765 | Tel: +1 203 674 3000 ey.com |
Report of Independent Registered Public Accounting Firm
To the Members and Manager of
Blended Strategies Portfolio
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of Blended Strategies Portfolio (the “Portfolio”“Fund”) (one of the series constituting Graham Alternative Investment Fund I LLC (the “Fund”(“GAIF I”)) as of December 31, 20192021 and 2018,2020, and the related statements of operations, changes in members’ capital and cash flows for each of the two years in the period then ended 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 Blended Strategies Portfoliothe Fund (one of the series constituting Graham Alternative Investment Fund I LLC)GAIF I) at December 31, 20192021 and 2018, 2020, the results of its operations, changes in its members’ capital and its cash flows for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’sGAIF I’s management. Our responsibility is to express an opinion on the Portfolio’sFund’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 FundGAIF I 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 FundGAIF I is not required to have, nor were we engaged to perform, an audit of the Fund’sits 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 those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.
/s/ Ernst & Young LLP
We have served as the auditor of Blended Strategies Portfoliothe Fund (one of the series constituting Graham Alternative Investment Fund I LLC)GAIF I) since 2006.
Stamford, CT
| A member firm of Ernst & Young Global Limited |
36
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Statements of Financial Condition
| December 31, | December 31, | |||||||||||||||
| 2019 | 2018 | 2021 | 2020 | |||||||||||||
| Assets | ||||||||||||||||
| Investment in Graham Alternative Investment Trading LLC, at fair value | $ | 26,882,563 | $ | 31,314,964 | $ | 25,597,490 | $ | 29,194,816 | ||||||||
| Redemptions receivable from Graham Alternative Investment Trading LLC | 144,707 | 337,111 | 253,800 | 233,089 | ||||||||||||
| Total assets | $ | 27,027,270 | $ | 31,652,075 | $ | 25,851,290 | $ | 29,427,905 | ||||||||
| Liabilities and members’ capital | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Redemptions payable | $ | 144,707 | $ | 337,111 | $ | 253,800 | $ | 233,089 | ||||||||
| Total liabilities | 144,707 | 337,111 | 253,800 | 233,089 | ||||||||||||
| Members’ capital: | ||||||||||||||||
| Class 0 Units (103,946.549 and 137,453.802 units issued and outstanding at $152.04 and $133.70, respectively) | 15,804,368 | 18,378,136 | ||||||||||||||
| Class 2 Units (102,244.827 and 134,750.838 units issued and outstanding at $108.35 and $96.01, respectively) | 11,078,195 | 12,936,828 | ||||||||||||||
Class 0 Units (83,586.118 and 100,881.333 units issued and outstanding at $176.27 and $173.06, respectively) | 14,734,016 | 17,458,496 | ||||||||||||||
Class 2 Units (86,438.110 and 94,473.834 units issued and outstanding at $125.68 and $124.23, respectively) | 10,863,474 | 11,736,320 | ||||||||||||||
| Total members’ capital | 26,882,563 | 31,314,964 | 25,597,490 | 29,194,816 | ||||||||||||
| Total liabilities and members’ capital | $ | 27,027,270 | $ | 31,652,075 | $ | 25,851,290 | $ | 29,427,905 | ||||||||
See accompanying notes and the attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Statements of Operations
| Years Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2019 | 2018 | 2021 | 2020 | |||||||||||||
| Net gain (loss) allocated from investment in Graham Alternative Investment Trading LLC: | ||||||||||||||||
| Net realized gain (loss) on investment | $ | 4,461,361 | $ | (234,618 | ) | |||||||||||
| Net decrease in unrealized appreciation on investment | (366,501 | ) | (673,571 | ) | ||||||||||||
| Net gain allocated from investment in Graham Alternative Investment Trading LLC: | ||||||||||||||||
| Net realized gain on investment | $ | 2,462,629 | $ | 3,943,355 | ||||||||||||
| Net (decrease) increase in unrealized appreciation on investment | (540,273 | ) | 948,246 | |||||||||||||
| Brokerage commissions and fees | (222,862 | ) | (275,290 | ) | (80,400 | ) | (115,902 | ) | ||||||||
| Net gain (loss) allocated from investment in Graham Alternative Investment Trading LLC | 3,871,998 | (1,183,479 | ) | |||||||||||||
| Net gain allocated from investment in Graham Alternative Investment Trading LLC | 1,841,956 | 4,775,699 | ||||||||||||||
| Net investment loss allocated from investment in Graham Alternative Investment Trading LLC: | ||||||||||||||||
| Investment income: | ||||||||||||||||
| Interest income | 570,153 | 600,228 | 23,986 | 286,149 | ||||||||||||
| Expenses: | ||||||||||||||||
| Incentive allocation | 429,807 | 531,233 | ||||||||||||||
| Advisory fees | 435,127 | 574,952 | 428,699 | 422,787 | ||||||||||||
| Sponsor fees | 234,265 | 321,383 | 229,473 | 227,766 | ||||||||||||
| Professional fees and other | 181,804 | 203,041 | 162,087 | 133,265 | ||||||||||||
| Administrator’s fees | 37,873 | 49,854 | 36,445 | 36,459 | ||||||||||||
| Interest expense | 6,246 | - | 6,667 | 6,745 | ||||||||||||
| Incentive allocation | 187 | - | ||||||||||||||
| Total expenses | 895,502 | 1,149,230 | 1,293,178 | 1,358,255 | ||||||||||||
| Net investment loss allocated from investment in Graham Alternative Investment Trading LLC | (325,349 | ) | (549,002 | ) | (1,269,192 | ) | (1,072,106 | ) | ||||||||
| Net income (loss) | $ | 3,546,649 | $ | (1,732,481 | ) | |||||||||||
| Net income | $ | 572,764 | $ | 3,703,593 | ||||||||||||
| Class 0 Units | Class 2 Units | |||||||||||||||||||
| Units | Capital | Units | Capital | Total Members’ Capital | ||||||||||||||||
| Members’ capital, December 31, 2017 | 167,183.591 | $ | 23,556,805 | 183,209.822 | $ | 18,676,134 | $ | 42,232,939 | ||||||||||||
| Subscriptions | 1,966.934 | 275,000 | 974.513 | 100,000 | 375,000 | |||||||||||||||
| Redemptions | (31,696.723 | ) | (4,588,394 | ) | (49,433.497 | ) | (4,972,100 | ) | (9,560,494 | ) | ||||||||||
| Net loss | – | (865,275 | ) | – | (867,206 | ) | (1,732,481 | ) | ||||||||||||
| Members’ capital, December 31, 2018 | 137,453.802 | 18,378,136 | 134,750.838 | 12,936,828 | 31,314,964 | |||||||||||||||
| Subscriptions | 1,499.645 | 200,000 | – | – | 200,000 | |||||||||||||||
| Redemptions | (35,006.898 | ) | (4,901,470 | ) | (32,506.011 | ) | (3,277,580 | ) | (8,179,050 | ) | ||||||||||
| Net income | – | 2,127,702 | – | 1,418,947 | 3,546,649 | |||||||||||||||
| Members’ capital, December 31, 2019 | 103,946.549 | $ | 15,804,368 | 102,244.827 | $ | 11,078,195 | $ | 26,882,563 | ||||||||||||
See accompanying notes and the attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Statements of Cash FlowsChanges in Members’ Capital
Years Ended December 31, | ||||||||
| 2019 | 2018 | |||||||
| Cash flows provided by operating activities | ||||||||
| Net income (loss) | $ | 3,546,649 | $ | (1,732,481 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Net (income) loss allocated from investment in Graham Alternative Investment Trading LLC | (3,546,649 | ) | 1,732,481 | |||||
| Proceeds from sale of investment in Graham Alternative Investment Trading LLC | 8,371,454 | 9,488,752 | ||||||
| Purchases of investment in Graham Alternative Investment Trading LLC | (200,000 | ) | (375,000 | ) | ||||
| Net cash provided by operating activities | 8,171,454 | 9,113,752 | ||||||
| Cash flows used in financing activities | ||||||||
| Subscriptions | 200,000 | 375,000 | ||||||
| Redemptions | (8,371,454 | ) | (9,488,752 | ) | ||||
| Net cash used in financing activities | (8,171,454 | ) | (9,113,752 | ) | ||||
| Net change in cash and cash equivalents | – | – | ||||||
| Cash and cash equivalents, beginning of year | – | – | ||||||
| Cash and cash equivalents, end of year | $ | – | $ | – | ||||
Years Ended December 31, 2021 and 2020
| Class 0 Units | Class 2 Units | |||||||||||||||||||
| Units | Capital | Units | Capital | Total Members’ Capital | ||||||||||||||||
Members’ capital, December 31, 2019 | 103,946.549 | $ | 15,804,368 | 102,244.827 | $ | 11,078,195 | $ | 26,882,563 | ||||||||||||
| Subscriptions | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| Redemptions | (3,065.216 | ) | (473,190 | ) | (7,770.993 | ) | (918,150 | ) | (1,391,340 | ) | ||||||||||
| Net income | – | 2,127,318 | – | 1,576,275 | 3,703,593 | |||||||||||||||
Members’ capital, December 31, 2020 | 100,881.333 | 17,458,496 | 94,473.834 | 11,736,320 | 29,194,816 | |||||||||||||||
| Subscriptions | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
| Redemptions | (17,295.215 | ) | (3,098,485 | ) | (8,035.724 | ) | (1,071,605 | ) | (4,170,090 | ) | ||||||||||
| Net income | – | 374,005 | – | 198,759 | 572,764 | |||||||||||||||
Members’ capital, December 31, 2021 | 83,586.118 | $ | 14,734,016 | 86,438.110 | $ | 10,863,474 | $ | 25,597,490 | ||||||||||||
See accompanying notes and the attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Statements of Cash Flows
| Years Ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows provided by operating activities | ||||||||
| Net income | $ | 572,764 | $ | 3,703,593 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Net (income) allocated from investment in Graham Alternative Investment Trading LLC | (572,764 | ) | (3,703,593 | ) | ||||
| Proceeds from sale of investment in Graham Alternative Investment Trading LLC | 4,149,379 | 1,302,958 | ||||||
| Net cash provided by operating activities | 4,149,379 | 1,302,958 | ||||||
| Cash flows used in financing activities | ||||||||
| Subscriptions | 0 | 0 | ||||||
| Redemptions (net of redemptions payable) | (4,149,379 | ) | (1,302,958 | ) | ||||
| Net cash used in financing activities | (4,149,379 | ) | (1,302,958 | ) | ||||
| Net change in cash and cash equivalents | 0 | 0 | ||||||
| Cash and cash equivalents, beginning of year | 0 | 0 | ||||||
| Cash and cash equivalents, end of year | $ | 0 | $ | 0 | ||||
See accompanying notes and the attached financial statements of Graham Alternative Investment Trading LLC.
40
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Notes to Financial Statements
December 31, 20192021
1. Organization and Business
The Blended Strategies Portfolio (the “Fund”) is a series of Graham Alternative Investment Fund I LLC (“GAIF I”), a Delaware Series Limited Liability Company established through an amendment to the certificate of formation, effective March 28, 2013. Prior to March 28, 2013, GAIF I was organized as a Delaware Limited Liability Company which was formed on May 16, 2006 and commenced operations on August 1, 2006. GAIF I had one other active series in addition to the Fund, the Systematic Strategies Portfolio, which ceased trading operations on October 31, 2019. GAIF I is registered as a commodity pool and as such is subject to the oversight and jurisdiction of the U.S. Commodity Futures Trading Commission (“CFTC”).
As a Series Limited Liability Company each series is legally segregated, and the assets associated with each series are held separately and accounted for in separate and distinct records from the assets of any other series of GAIF I. The debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to a particular series are enforceable against the assets of such series only, and not against the assets of GAIF I generally or any other series thereof. Further, none of the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to GAIF I are enforceable against the assets of any other series. As of December 31, 2021 and December 31, 2020, only the Blended Strategies Portfolio is open and available to investors.
The Fund offers members Class 0 and Class 2 units (collectively the “Units”). The Fund invests all of its assets dedicated to trading in Graham Alternative Investment Trading LLC (“GAIT”), a Delaware Limited Liability Company which was formed on May 18, 2006 and commenced operations on August 1, 2006. GAIT invests in various master trading vehicles (“Master Funds”) and Graham Cash Assets LLC (“Cash Assets”), all of which are managed by Graham Capital Management, L.P. (the “Advisor” or “Manager”). The Manager is the manager and the sole investment advisor of GAIT and the Fund. The Manager is registered as a Commodity Pool Operator and Commodity Trading Advisor with the CFTC and is a member of the National Futures Association. The Manager is also registered with the Securities and Exchange Commission as an investment adviser. The Fund’s Units are registered under Section 12 of the Securities Exchange Act of 1934.
The investment objective of the Fund is to achieve long-term capital appreciation through professionally managed trading in both U.S. and foreign markets primarily in futures contracts, forwards contracts, spot currency contracts, and associated derivative instruments, such as options and swaps, through its investment in GAIT, which in turn invests in various Master Funds. The Master Funds seek to profit from opportunities in the global financial markets, including interest rate futures, foreign exchange, global stock indices and energy, metals and agricultural futures, as professionally managed multi-strategy investment vehicles. Each of the investment programs consists of multiple trading strategies of the Manager, which the Manager has combined in an effort to diversify the Fund’s investment exposure and to make the Fund’s performance returns less volatile and more consistently profitable.
SEI Global Services, Inc. (“SEI”) is the Fund’s independent administrator and transfer agent. SEI is responsible for certain matters pertaining to the administration of the Fund.
The Fund will terminate on December 31, 2050 or at an earlier date if certain conditions occur as outlined in the Limited Liability Company Agreement (“LLC Agreement”) of the Fund.
The performance of the Fund is directly affected by the performance of GAIT; therefore, these financial statements should be read in conjunction with the attached financial statements of GAIT, including the condensed schedules of investments.
See attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Notes to Financial Statements (continued)
1. Organization and Business (continued)
Duties of the Manager
Subject to the terms and conditions of the LLC Agreement, the Manager has complete and exclusive responsibility for managing and administering the affairs of the Fund and for directing the investment and reinvestment of the assets of the Fund and GAIT.
2. Summary of Significant Accounting Policies
These financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and all amounts are stated in U.S. dollars. The Fund is an investment company and applies specialized accounting guidance as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies. The preparation of these financial statements requires the Manager to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Investment in Graham Alternative Investment Trading LLC
The Fund records its investment in GAIT at fair value based upon the Fund’s proportionate share of GAIT’s reported net asset value in accordance with U.S. GAAP. In determining its net asset value, GAIT records its investments in the Master Funds and Cash Assets at fair value based upon GAIT’s proportionate share of the Master Funds’ and Cash Assets’ reported net asset value. The Fund records its proportionate share of GAIT’s investment income and loss, expenses, fees, and realized and unrealized gains and losses on a monthly basis and includes them in the statements of operations. Purchases and sales of units in GAIT are recorded on a trade date basis. The accounting policies of GAIT are described in its attached financial statements.
GAIT charges its investors, including the Fund, an advisory fee, sponsor fee, and incentive allocation, all of which are described in detail in Note 4. The Fund does not charge any additional fees; however, each investor in the Fund indirectly bears a portion of the advisory fee, sponsor fee, and incentive allocation charged by GAIT.
At December 31, 20192021 and 2018,2020, the Fund owned 48.41%46.20% and 51.83%48.87%, respectively of GAIT.
Fair Value
The fair value of the assets and liabilities of the Fund and GAIT, which qualify as financial instruments under U.S. GAAP, approximates the carrying amounts presented in the statements of financial condition. Changes in these carrying amounts are included in the statements of operations.
The Fund follows U.S. GAAP for fair value measurements, which defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. The Fund reports the fair value of its investment related assets and liabilities in accordance with the hierarchy established under U.S. GAAP. U.S. GAAP uses a three-level hierarchy for fair value measurement based on the activeness of the market and the transparency and independence of inputs used in the valuation of an asset or liability as of the measurement date.
See attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Fair Value (continued)
The fair value hierarchy categorizes asset and liability positions into one of three levels, as summarized below, based on the inputs and assumptions used in deriving fair value.
Level 1 inputs are unadjusted closing or settlement prices for such assets or liabilities as published by the primary exchange upon which they are traded.
Level 2 inputs include quoted prices for similar assets and liabilities obtained from independent brokers and/or market makers in each security.
Level 3 inputs are those which are considered unobservable and are significant in arriving at fair value.
The Fund’s investment in GAIT has been valued at net asset value using the practical expedient. Accordingly, under U.S. GAAP, this investment is excluded from categorization in the fair value hierarchy. There were no Level 3 assets or liabilities held at any point during the years ended December 31, 20192021 and 20182020 by the Fund, GAIT, the Master Funds or Cash Assets.
Cash and Cash Equivalents
The Fund classifies all highly liquid investments with a maturity of three months or less at the time of purchase as cash equivalents on the statementstatements of financial condition. Cash deposited with a bank is subject to credit risk. In the event of the bank’sbank's insolvency, recovery of the Fund’sFund's cash would be limited to account insurance or other protection afforded by such deposit, which could be substantially less than the amount deposited. At December 31, 20192021 and 2018,2020, the Fund did not0t have any cash or cash equivalents.
Indemnifications
In the normal course of business, the Master Funds, GAIT, Cash Assets, and the Fund enter into contracts that contain a variety of indemnifications. Such contracts may include those by Cash Assets and the Master Funds with their brokers and trading counterparties. The Fund’s maximum exposure under these arrangements is unknown; however, the Fund has not had prior claims or losses with respect to such indemnifications and considers the risk of loss to be remote. At December 31, 20192021 and 2018,2020, no accruals have been recorded by the Fund for indemnifications.
3. Capital Accounts
The Fund offers two classes (each a “Class”) of Units, being Class 0 Units and Class 2 Units. The Fund may issue additional Classes in the future subject to different fees, expenses, or other terms, or invest in other investment programs or combinations of investment programs managed by the Manager.
A separate capital account is maintained for each member with respect to each member’s Class of Units. The initial balance of each member’s capital account is equal to the initial subscription to the Fund by such member with respect to the Class to which such capital account relates. Each member’s capital account is increased by any additional subscription and decreased by any redemption by such member of Units of such Class to which the capital account relates. All income and expenses of the Fund are allocated among the Members’ Capital accounts in proportion to the balance that each capital account bears to the balance of all capital as of the beginning of such fiscal period.
See attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Notes to Financial Statements (continued)
3. Capital Accounts (continued)
Subscriptions
Units may be purchased at a price equal to the Net Asset Value per Unit of the relevant Class as of the immediately preceding Valuation Day, as defined in the LLC Agreement. The minimum initial subscription from each investor in each Class is $10,000. Members may subscribe for additional Units in a minimum amount of not less than $5,000.Any initial or additional cash received prior to or on December 31, 2021, if any, for Fund shares related to the subsequent period is considered a subscription received in advance on December 31, 2021. The new subscription does not receive an allocation of income or expense from the Fund and is recorded as a liability on the Statement of Financial Condition as subscriptions received in advance.
Units are available for subscription as of the first business day of each month upon written notice of at least three business days prior to the last business day of the preceding month.
Redemption of Units
Units are not subject to any minimum holding period. Members may redeem Units at the Net Asset Value thereof as of each Valuation Day, as defined in the LLC Agreement, upon not less than three business days’ prior written notice to the administrator. A partial redemption request for an amount less than $10,000 will not be accepted, nor will a redemption request be accepted to the extent that it would result in an investor owning less than $10,000. The redemption proceeds will normally be remitted within 15 business days after the Valuation Day, without interest for the period from the Valuation Day to the payment date.Redemptions paid after the end of a fiscal period, based upon end-of-period share values, if any, are reflected as redemptions payable on the Statement of Financial Condition at year end.
4. Fees and Related Party Transactions
Advisory Fees
Each Class of GAIT other than Class M paid the Manager an advisory fee (the “Advisory Fee”) at an aggregate annual rate of 1.50% of the Members’ Capital of such Class. The Advisory Fee is payable monthly in arrears calculated as of the last business day of each month and any other date the Manager may permit, in its sole and absolute discretion, as of which any subscription or redemption is affected with respect to Units of such Class during the month. For the years ended December 31, 20192021 and 2018,2020, the Advisory Fees allocated to the Fund by each Class of GAIT totaled $435,127$428,699 and $574,952,$422,787, respectively.
Sponsor Fees
Each Class of GAIT other than Class M paid the Manager a sponsor fee (the “Sponsor Fee”) at an annual rate of the Members’ Capital specified in the table below. The Sponsor Fee is payable monthly in arrears calculated as of the last business day of each month in the same manner as the Advisory Fee. For the years ended December 31, 20192021 and 2018,2020, the Sponsor Fees allocated to the Fund by each Class of GAIT totaled $234,265$229,473 and $321,383,$227,766, respectively.
| Class 0 | Class 2 |
| 0.50% | 1.25% |
See attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Notes to Financial Statements (continued)
4. Fees and Related Party Transactions (continued)
Incentive Allocation
At the end of each calendar quarter, Graham Capital LLC, an affiliate of the Manager, will receive a special allocation of net profits (the “Incentive Allocation”) in an amount equal to 20% of the New High Net Trading Profits of each Class of GAIT, as defined in the LLC Agreement. The Incentive Allocation is also accrued and allocable on the date of redemption with respect to any Units that are redeemed prior to the end of a calendar quarter. Additionally, any loss carryforward attributable to any class of GAIT shall be proportionately reduced, effective as of the date of any redemption of any Units of such class, by multiplying the loss carryforward by the ratio that the amount of Members’ Capital redeemed from such class bears to the Members’ Capital of such class immediately prior to such redemption. The loss carryforward of a class must be recouped before any subsequent Incentive Allocation can be made to Graham Capital LLC. For the yearyears ended December 31, 2019, $187 of2021 and 2020, Incentive Allocation wasof $429,807 and $531,233, respectively were allocated to the Fund by GAIT. There was no
Any portion of any of the above fees, including the Incentive Allocation, allocatedmay be paid by the Manager to third parties as compensation for selling activities in connection with the Fund by GAIT for the year ended December 31, 2018.Fund.
Administrator’s Fee
For the years ended December 31, 20192021 and 2018,2020, GAIT paid SEI a monthly administrator’s fee based on GAIT’s Members’ Capital, calculated as of the last business day of each month. In addition, GAIT reimbursed SEI for reasonable out-of-pocket expenses incurred on behalf of GAIT. The total administrator’s fees, including out-of-pocket expenses, allocated to the Fund by GAIT for the years ended December 31, 20192021 and 20182020 were $37,873$36,445 and $49,854,$36,459, respectively.
5. Income Taxes
No provision for income taxes has been made in the accompanying financial statements, as members are individually responsible for reporting income or loss based upon their respective share of the Fund’s income and expenses for income tax purposes.
U.S. GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. U.S. GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a “more-likely-than-not” threshold would be recorded as a tax expense in the current year. The Fund identifies its major tax jurisdictions as the U.S. for Federal tax purposes, and Connecticut for state tax purposes.purposes and various international jurisdictions. The Manager has evaluated the Fund’s tax positions for all open tax years under the respective statutes of limitations (generally three years in the U.S. but varying in non-US jurisdictions) and has concluded that there are no significant tax positions requiring recognition, measurement, or disclosure in the financial statements for open tax years 2016 through 2018 or expected to be taken in the Fund’s 2019 tax returns.statements. The Manager is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax expense will change materially in the next twelve months. Tax years which are considered open by the relevant jurisdiction are subject to potential examination. Any assessment for interest or penalties on taxes related to uncertain tax positions, when present, would be included in interest and penalties on tax on the statements of operations. During the years ended December 31, 20192021 and 2018,2020, no such interest and/or penalties were assessed to the Fund.
See attached financial statements of Graham Alternative Investment Trading LLC.
Graham Alternative Investment Fund I LLC
Blended Strategies Portfolio
Notes to Financial Statements (continued)
