0000905148-11-001029.txt : 20110516 0000905148-11-001029.hdr.sgml : 20110516 20110513182129 ACCESSION NUMBER: 0000905148-11-001029 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20110331 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AlphaMetrix Managed Futures III LLC (AlphaMetrix WC Diversified Series) CENTRAL INDEX KEY: 0001473675 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53864 FILM NUMBER: 11842863 BUSINESS ADDRESS: STREET 1: 181 WEST MADISON STREET, 34TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 312-267-8400 MAIL ADDRESS: STREET 1: 181 WEST MADISON STREET, 34TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: AlphaMetrix Managed Futures III LLC DATE OF NAME CHANGE: 20100113 FORMER COMPANY: FORMER CONFORMED NAME: AlphaMetrix Managed Futures III LLC (AlphaMetrix WC Diversified Series) DATE OF NAME CHANGE: 20091001 10-Q 1 efc11-341_fm10q.htm efc11-341_fm10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
     
 
FORM 10-Q
 
     
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended March 31, 2011
 
or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from                         to                             
 
Commission file number: 000-53864
 
     
 
ALPHAMETRIX MANAGED FUTURES III LLC
(Exact name of registrant as specified in its charter)
 
     
 

     
Delaware
 
27-1248567
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification Number)
   
c/o ALPHAMETRIX, LLC
181 West Madison
34th Floor
Chicago, Illinois 60602
(Address of principal executive offices)
 
 (312)267-8400
 (Registrant’s telephone number, including area code)




 
 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes  x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes  o No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer  o                Accelerated filer  o
Non-accelerated filer    o                               (Do not check if a smaller reporting company)             Smaller reporting company x

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

 
 
ii 

 

 
ALPHAMETRIX FUTURES III LLC
 
QUARTERLY REPORT FOR PERIOD ENDED MARCH 31, 2011 ON FORM 10-Q

Table of Contents
 
 
 
Page
PART I – FINANCIAL INFORMATION
 
     
Item 1.
FINANCIAL STATEMENTS
Condensed Statements of Financial Condition (unaudited)
Condensed Statements of Operations (unaudited)
Condensed Statements of Changes in Members’ Capital (unaudited)
Notes to Condensed Financial Statements (unaudited)
1
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
14
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
20
Item 4.
CONTROLS AND PROCEDURES
20
 
 
 
 
PART II – OTHER INFORMATION
 
     
Item 1.
LEGAL PROCEEDINGS
20
Item 1A.
RISK FACTORS
20
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
20
Item 3.
DEFAULTS UPON SENIOR SECURITIES
21
Item 4.
(REMOVED AND RESERVED)
21
Item 5.
OTHER INFORMATION
21
Item 6.
EXHIBITS
22
     
     
SIGNATURES
23


 
iii 

 

PART I – FINANCIAL INFORMATION
Item 1:  Financial Statements
 
ALPHAMETRIX MANAGED FUTURES III LLC
(A Delaware Series Limited Liability Company)
Condensed Statements of Financial Condition (Unaudited)
 
 
 
   
WC Diversified Series
March 31, 2011
(Unaudited)
   
AlphaMetrix Managed
Futures III LLC
March 31, 2011
(Unaudited)
   
WC Diversified Series
December 31, 2010
   
AlphaMetrix Managed
Futures III LLC
December 31, 2010
 
                         
Assets
                       
    Investment in AlphaMetrix WC Diversified Fund - MT0041, at fair value:
  $ 10,416,258     $ 10,416,258     $ 6,590,406     $ 6,590,406  
    Cash at bank
    19,970,226       19,970,226       14,404,275       14,404,275  
    Prepaid commissions
    106,916       106,916       99,297       99,297  
Total assets
  $ 30,493,400     $ 30,493,400     $ 21,093,978     $ 21,093,978  
                                 
Liabilities and Members' Capital
                               
Liabilities
                               
    Accrued sponsor's fee
  $ 16,876     $ 16,876     $ 5,299     $ 5,299  
    Accrued management fees
    92,959       92,959       30,878       30,878  
    Accrued performance fees
    86,388       86,388       129,469       129,469  
    Accrued sales commissions
    1,393       1,393       -       -  
    Accrued operating costs and administrative fees
    12,351       12,351       4,463       4,463  
    Payable to Master Fund
    234,600       234,600       -       -  
    Redemptions payable
    65,851       65,851       -       -  
    Other liabilities
    105,000       105,000       -       -  
    Subscriptions received in advance
    3,811,682       3,811,682       4,723,040       4,723,040  
Total liabilities
    4,427,100       4,427,100       4,893,149       4,893,149  
                                 
Members’ Capital
                               
B0 Members (13,168.12 and 7,030.08 units outstanding at March 31, 2011,
                               
  and December 31, 2010, respectively, unlimited units authorized)
    14,392,458       14,392,458       7,562,143       7,562,143  
B2 Members (10,872.20 and 8,120 units outstanding at March 31, 2011,
                               
  and December 31, 2010, respectively, unlimited units authorized)
    11,663,115       11,663,115       8,628,060       8,628,060  
Sponsor (10 units outstanding at March 31, 2011, and
                               
  December 31, 2010, respectively, unlimited units authorized)
    10,727       10,727       10,626       10,626  
Total members’ capital
    26,066,300       26,066,300       16,200,829       16,200,829  
                                 
Total liabilities and members’ capital
  $ 30,493,400     $ 30,493,400     $ 21,093,978     $ 21,093,978  
NAV per Share
                               
B0
  $ 1,092.977     $ 1,092.977     $ 1,075.684     $ 1,075.684  
B2
    1,072.746       1,072.746       1,062.568       1,062.568  
Sponsor
    1,072.746       1,072.746       1,062.568       1,062.568  
                                 
See notes to financial statements and the financial statements of AlphaMetrix WC Diversified Fund - MT0041 attached as Exhibit 99.1.
         

 
1

 
 
 
   
ALPHAMETRIX MANAGED FUTURES III LLC
(A Delaware Series Limited Liability Company)
Condensed Statements of Operations
(Unaudited)
 
   
2011
   
2010
 
   
WC Diversified Series
January 1, 2011 - March 31, 2011
   
AlphaMetrix Managed Futures III
January 1, 2011 - March 31, 2011
   
WC Diversified Series
January 1, 2010 - March 31, 2010
   
AlphaMetrix Managed Futures III
January 1, 2010 - March 31, 2010
 
                         
                         
NET INVESTMENT LOSS ALLOCATED FROM
                       
ALPHAMETRIX WC DIVERSIFIED FUND - MT0041:
                       
  Interest income
  $ 11,395     $ 11,395     $ 31     $ 31  
  Trading costs
    (5,310 )     (5,310 )     (204 )     (204 )
  Cash manager and sponsor fees
    (6,934 )     (6,934 )     -       -  
                                 
Net investment loss allocated from
                               
AlphaMetrix WC Diversified Fund - MT0041:
    (849 )     (849 )     (173 )     (173 )
                                 
FUND NET INVESTMENT LOSS:
                               
   Interest income
    -       -       280       280  
   Sponsor fee
    (23,106 )     (23,106 )     (630 )     (630 )
   Bank fees
    -       -       (859 )     (859 )
   Operating costs
    (18,797 )     (18,797 )     (420 )     (420 )
   Management fee
    (132,428 )     (132,428 )     (2,857 )     (2,857 )
   Performance fee
    (86,388 )     (86,388 )     (8,936 )     (8,936 )
   Organizational expense
    -       -       (72,881 )     (72,881 )
   Sales commissions (Placement fees)
    (52,281 )     (52,281 )     (1,688 )     (1,688 )
                                 
         Net investment income (loss)
    (313,000 )     (313,000 )     (87,991 )     (87,991 )
                                 
TOTAL NET INVESTMENT INCOME (LOSS)
    (313,849 )     (313,849 )     (88,164 )     (88,164 )
                                 
REALIZED AND UNREALIZED GAIN (LOSS) ALLOCATED FROM
                               
ALPHAMETRIX WC DIVERSIFIED FUND - MT0041:
                               
  Net realized gain (loss)
    885,935       885,935       19,274       19,274  
  Net increase (decrease) in unrealized appreciation (depreciation)
    (326,234 )     (326,234 )     28,467       28,467  
                                 
Total realized and unrealized gain (loss) allocated from
                               
AlphaMetrix WC Diversified Fund - MT0041:
    559,701       559,701       47,741       47,741  
                                 
Net increase (decrease) in net assets resulting from operations
  $ 245,852     $ 245,852     $ (40,423 )   $ (40,423 )
                                 
Net increase (decrease) in net assets resulting from operations per unit:
                               
Weighted average number of units outstanding
    21,636.54       21,636.54       504.73       504.73  
Net income (loss) per weighted average unit
  $ 11.36     $ 11.36     $ (80.09 )   $ (80.09 )
                                 
See notes to financial statements and the financial statements of AlphaMetrix WC Diversified Fund - MT0041 attached as Exhibit 99.1.
                 

 
2

 

ALPHAMETRIX MANAGED FUTURES III LLC
(A Delaware Series Limited Liability Company)
Condensed Statements of Changes in Members’ Capital
For the three months ended March 31, 2011 and 2010
(Unaudited)
 
 
WC Diversified Series
B-0  Members
 
WC Diversified Series
B-2 Members
 
WC Diversified Series
Sponsor  (B-2)
 
WC Diversified Series
Total
 
AlphaMetrix Managed
Futures III LLC
 
Amount
Units
 
Amount
Units
 
Amount
Units
 
Amount
Units
 
Amount
Units
Members’ capital at January 1, 2011
 $                7,562,143
       7,030.08
 
 $        8,628,060
        8,120.00
 
 $             10,626
     10.00
 
 $         16,200,829
    15,160.08
 
 $       16,200,829
              15,160.08
Member subscriptions
          6,787,034
       6,244.89
 
        2,949,762
       2,752.20
 
                        -
            -
 
           9,736,796
     8,997.09
 
        9,736,796
               8,997.09
Member redemptions
              (117,177)
         (106.85)
 
                        -
                     -
 
                        -
            -
 
               (117,177)
       (106.85)
 
             (117,177)
                 (106.85)
Net investment income (loss)
               (141,181)
                    -
 
          (172,509)
                     -
 
                   (159)
            -
 
             (313,849)
                  -
 
           (313,849)
                            -
Total realized and unrealized gain (loss) allocated from
                           
AlphaMetrix WC Diversified Fund - MT0041
              301,639
                    -
 
           257,802
                     -
 
                    260
            -
 
               559,701
                  -
 
             559,701
                            -
Members’ capital at March 31, 2011
 $              14,392,458
       13,168.12
 
 $      11,663,115
      10,872.20
 
 $             10,727
     10.00
 
 $         26,066,300
  24,050.32
 
 $       26,066,300
            24,050.32
                             
Net asset value per unit at January 1, 2011
 $                1,075.684
   
 $        1,062.568
   
 $        1,062.568
             
Change in net asset value per unit
                 17.293
   
                10.178
   
                10.178
             
Net asset value per unit at March 31, 2011
 $                1,092.977
   
 $        1,072.746
   
 $        1,072.746
             
                             
                             
 
WC Diversified Series
 
WC Diversified Series
 
WC Diversified Series
 
WC Diversified Series
 
AlphaMetrix Managed
 
B-0 Members
 
B-2 Members
 
Sponsor (B-2)
 
Total
 
Futures III LLC
 
Amount
Units
 
Amount
Units
 
Amount
Units
 
Amount
Units
 
Amount
Units
Members’ capital at January 1, 2010 (commencement of trading/issuance of shares)
 $                               -
                    -
 
 $                       -
                     -
 
 $                       -
            -
 
 $                          -
                  -
 
 $                        -
                            -
Member subscriptions
             200,000
           201.42
 
           677,500
           692.56
 
               10,000
     10.00
 
              887,500
        903.98
 
            887,500
                  903.98
Member redemptions
                          -
                    -
 
                        -
                     -
 
                        -
            -
 
                           -
                  -
 
                        -
                            -
Net investment income (loss)
              (39,657)
                    -
 
            (47,666)
                     -
 
                   (841)
            -
 
                (88,164)
                  -
 
             (88,164)
                            -
Total realized and unrealized gain (loss) allocated from
                           
AlphaMetrix WC Diversified Fund - MT0041
                  9,786
                    -
 
              37,479
                     -
 
                    476
            -
 
                  47,741
                  -
 
               47,741
                            -
Members’ capital at March 31, 2010
 $                   170,129
           201.42
 
 $           667,313
           692.56
 
 $               9,635
     10.00
 
 $              847,077
        903.98
 
 $            847,077
                  903.98
                             
Net asset value per unit at January 1, 2010 (commencement of trading)
 $                1,000.000
   
 $        1,000.000
   
 $        1,000.000
             
Change in net asset value per unit
            (155.332)
   
            (36.454)
   
            (36.454)
             
Net asset value per unit at March 31, 2010
 $                   844.668
   
 $           963.546
   
 $           963.546
             
                             
                             
See notes to financial statements and the financial statements of AlphaMetrix WC Diversified Fund - MT0041 attached as Exhibit 99.1.
                 

 
3

 

ALPHAMETRIX MANAGED FUTURES III LLC
(A Delaware Series Limited Liability Company)
 
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED)
 
(1) Organization

AlphaMetrix Managed Futures III LLC (the “Platform”) is sponsored by AlphaMetrix, LLC (the “Sponsor” or “AlphaMetrix”). The Platform was formed on September 10, 2009 as a Delaware series limited liability company pursuant to the Delaware Limited Liability Company Act. AlphaMetrix Managed Futures III LLC (AlphaMetrix WC Diversified Series) (the “Series” or “WC Diversified Series”) is currently the only “segregated series” of the Platform. Since the Series is the Platform’s only segregated series, references to the Series also include the Platform unless otherwise noted. The Series invests a portion of its assets in AlphaMetrix WC Diversified Fund – MT0041 (the “Master Fund”) which is advised by Winton Capital Management Ltd. (the “Trading Advisor”). The Master Fund generally engages in the speculative trading of bonds, currencies, interest rates, equities, equity indices, debt securities and selected physical commodities and derivatives such as futures, options on futures and currency forward contracts. In addition, the Master Fund also invests in the AlphaMosaic SPC Offshore Platform Cash Account (“OPCA”). Refer to the Master Fund financial statements, attached to this report, for a further discussion of the OPCA. A Newedge USA, LLC and J.P. Morgan Futures Inc. are the Master Fund’s futures clearing brokers (the “Clearing Brokers”) and Newedge Alternative Strategies Inc. is the foreign exchange clearing broker of the Master Fund, although the Master Fund may execute foreign exchange trades through other foreign exchange clearing brokers at any time. The Sponsor, over time, intends to offer investors a selection of different trading advisors, each managing a different segregated series of the Platform. There can be no assurance, however, that any series other than the Series will be offered or that the Series will continue to be offered. The Series was organized on September 11, 2009. The Series issued units and commenced trading on January 1, 2010. The Series filed a Form 10, under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission (“SEC”) to register the units of limited liability company interest (“Units”), and such registration became effective March 1, 2010.

The accompanying unaudited financial statements, in the opinion of management, include all adjustments necessary for a fair presentation of the Series’ financial condition at March 31, 2011 (unaudited) and December 31, 2010, and  results of its operations and changes in its members’ capital for the three months ended March 31, 2011 and 2010 (unaudited). These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these unaudited financial statements be read in conjunction with the audited financial statements and notes included in the Series’ annual report on Form 10-K filed with the SEC for the year ended December 31, 2010. The December 31, 2010 information has been derived from the audited financial statements as of December 31, 2010.

The Series issues two sub-series, (each a “Sub-Series”): B-0 and B-2. These sub-series are subject to different fees as described in the Confidential Disclosure Document dated April 20, 2011 (the “Disclosure Document”). The financial statements presented herein include the combined results of both Sub-Series. On January 1, 2010, the Series issued 10.00 Units of the B-2 sub-series to the Sponsor for $10,000. The Sponsor serves as the Series’ tax matters partner. All capitalized terms used but not defined herein are defined in the Disclosure Document.

The Sponsor was formed in May 2005, and its main office is located in Chicago, Illinois. The Sponsor is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and commodity trading advisor, with the SEC as a Registered Investment Advisor (“RIA”) and registered transfer agent (“RTA”), and is a member of the National Futures Association (“NFA”).

At the sole discretion of the Sponsor, the Series may terminate for any reason (for the avoidance of doubt, the Sponsor shall be entitled, without any violation of any contractual or fiduciary obligation to any investor in the Series (a “Member”), to dissolve the Series at any time).


 
4

 


(2)  
Summary of Significant Accounting Policies

The accounting records for the Platform and Series are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Following is a summary of significant accounting policies consistently followed in the preparation of the financial statements. The Platform includes the accounts of the WC Diversified Series.

Investment

The Series invests in the Master Fund. The Series’ investment in the Master Fund is carried at fair value and represents the Series’ pro rata interest in the net assets of the Master Fund as of the close of business on the relevant valuation date. The Master Fund’s assets are carried at fair value. At each valuation date, the Master Fund’s income, expenses, net realized gain/(loss) and net increase /(decrease) in unrealized appreciation/(depreciation) are allocated to the Series based on the Series’ pro rata interest in the net assets of the Master Fund, and recorded in the Series’ Condensed Statements of Operations. The Master Fund provides the Series with daily estimated net asset valuations. The financial statements of the Master Fund are attached to this report and should be read in conjunction with the Series’ financial statements.

Basis of Presentation

Pursuant to rules and regulations of the SEC, financial statements are presented for the Platform as a whole and for the WC Diversified Series. The accompanying financial statements and notes thereto include financial statements and footnote totals for the Platform as a whole. For the avoidance of doubt, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular segregated series shall be enforceable only against the assets of such series and not against the assets of the Platform generally or any other segregated series. Accordingly, the assets of one segregated series of the Platform include only those funds and other assets that are paid to, held by or distributed to the Platform on account of and for the benefit of that segregated series, including, without limitation, funds delivered to the Platform for the purchase of Units in that segregated series. As of March 31, 2011 and 2010, and December 31, 2010, the WC Diversified Series exists as the only segregated series on the Platform.

The Series is a feeder fund to the Master Fund and other funds sponsored by the Sponsor invest in the Master Fund. At March 31, 2011, the Series’ investment in the Master Fund was $10,416,258, approximately 5.70% of the Master Fund’s net assets. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946 Financial Services – Investment Companies, the Series and the Master Fund are not consolidated.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash is maintained in the custody of commercial banks and includes cash received related to subscriptions received in advance. The Master Fund traded on a leverage basis of approximately: (a) two to one from January 1, 2010 through January 18, 2010; (b) two and a half to one from January 19, 2010 through March 31, 2011. In order to maintain the Series’ overall portfolio at a leverage of approximately one, the Series’ capital not needed at the Master Fund to maintain a leverage of one will be held in the cash account maintained by the Series as opposed to being invested into the Master Fund. The Sponsor will rebalance the amounts held as it deems necessary to keep the Series’ capital leverage factor at approximately one.


 
5

 


Prepaid assets

Prepaid asset represents insurance contracts that are maintained by the Series as well as the ongoing sales commissions (the “Sales Commission”, “Initial Sales Commission” or “Placement Fee”). Insurance premiums paid are capitalized and expensed over the term of the contract. Refer to below section “Sales Commission”.

Subscriptions received in advance

Subscriptions received in advance are subscriptions for shares effective subsequent to period end.

Redemptions payable

Redemptions payable are share redemptions effective March 31, 2011 but paid subsequent to period end.

Fair Value of Investments
 
FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active market. Under ASC 820, fair value measurements are disclosed by level within that hierarchy, as follows:
 
Level 1 — Values for investments classified as Level 1 are based on unadjusted quoted prices for identical investments in an active market. Since valuations are based on quoted prices that are readily accessible at the measurement date, valuation of these investments does not entail a significant degree of judgment.
 
Level 2 — Values for investments classified as Level 2 are based on quoted prices for similar investments in an active or non-active markets for which all significant inputs are observable either directly or indirectly. Level 2 inputs may also include discounts related to restrictions on the investments.
 
Level 3 — Values for investments categorized as Level 3 are based on prices or valuation techniques that require inputs that are both significant to the fair value and unobservable, including valuations by the Sponsor or custodian in the absence of readily ascertainable market values.
 
The Series invests a portion of its assets in the Master Fund. The classification of the Master Fund’s investments in accordance with ASC 820 is discussed in the notes to the financial statements of the Master Fund.
 
Derivative Instruments

FASB ASC 815, Derivatives and Hedging (“ASC 815”) requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The Series invests a portion of its assets in the Master Fund which engages in the speculative trading of U.S. and foreign futures contracts and currency forward contracts (collectively “derivatives”). The disclosures required by ASC 815 for the Master Fund are discussed in the notes to the attached financial statements of the Master Fund. The Series does not directly trade derivatives.

Interest Income/Expense

Interest income and expense is recognized on an accrual basis. Interest income or expense may include (1) the allocation from the Master Fund of the Master Fund’s interest income/expense from its broker or interest income from the Master Fund’s investment in the OPCA, and allocated by the Master Fund to the Series or (2) interest income from the Series’ bank account.

 
 
 
6

 

 
Sales Commissions

Each Member or Member-related account may be subject to an ongoing sales commission (the “Sales Commission”).
 
B-2 Units are subject to an ongoing Sales Commission equal to 2% per annum of the month-end net asset value, including interest income, of the outstanding B-2 Units after deducting the Management Fee and accrued Performance Fee, if any, but before deducting the Sales Commission and Sponsor’s Fee for such month. Each month that B-2 Units are sold, a Sales Commission equal to 2% of the aggregate subscriptions for B-2 Units is paid by the Sub-Series to the Selling Agents (the “Initial Sales Commission” or “Placement Fee”). The amount of the Initial Sales Commission will then be amortized against the Net Asset Value of the B-2 Units equally each month over the first 12 months. Thereafter, a Sales Commission equal to 0.17% of the Net Asset Value (equivalent to an annual rate of approximately 2%) of the B-2 Units sold on the relevant subscription date that remain outstanding is charged each month and is paid to the Selling Agents.
 
The Sales Commission may be greater or less than 2% of the current Net Asset Value of the B-2 Units. The Sales Commission charged against the Net Asset Value of the B-2 Units each month is equal to the total of the amortized Sales Commission for all B-2 Units that have been outstanding for twelve months or less, plus 0.17% (equivalent to an annual rate of approximately 2%) per month of the Net Asset Value of the B-2 Units that have been outstanding for more than twelve months. For example, if 40% of the B-2 Units’ had been outstanding for more than twelve months, the total Sales Commission would equal the sum of all of the amortized portions for that month plus 0.17% (equivalent to an annual rate of approximately 2%) times the Net Asset Value of the B-2 Units times 0.4. All B-2 Unit holders would then be charged their pro rata portion of such amount. In general, if the Net Asset Value of the B-2 Units is increasing, the amount paid will generally be less than 2% of their Net Asset Value, and if the Net Asset Value of the B-2 Units is decreasing, the amount paid will generally be greater than 2% of their Net Asset Value.
 
The B-0 Units are not subject to a Sales Commission.
 
The Selling Agents, in consultation with the Sponsor, may waive or reduce the Sales Commission for certain Members without entitling any other Member to any such waiver or reduction.
 
Income Taxes

The Platform follows the provisions of FASB ASC Topic 740, Income Taxes  (“ASC 740”), related to accounting for uncertainty in income taxes. ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. As of March 31, 2011, no liability was recognized in connection with ASC 740. The Platform is subject to income tax examinations by tax authorities for all tax years since its respective inception date.

No provision has been made in the accompanying financial statements for U.S. federal or state income taxes. As the Series is a partnership for tax purposes, the Series’ Members are individually responsible for reporting income or loss based on such Investor’s share of the Series’ income and expenses as reported for income tax purposes.
 
Distributions

The Sponsor does not currently intend to make any distributions. Consequently, in order to pay the taxes attributable to their investment in the Series, Members must either redeem Units or pay such taxes from other sources.


 
7

 


Subscriptions

Units are purchased generally at the beginning of each calendar month based on the net asset value per Unit for all other purposes (see Note 3) calculated for the prior month-end.

Completed Subscription Agreements relative to the Series must be received by the appropriate Selling Agent no later than seven calendar days prior to the first day of any month in which a Member intends to invest. Members are initially issued Units at $1,000 per unit as of the date of the commencement of operations and at the current Net Asset Value (“NAV”) for all dates thereafter.
 
Existing Members may make an additional investment by completing, and submitting to the Selling Agents, a short-form Subscription Agreement, as provided by the Sponsor.
 
The Sponsor, in its sole discretion and for any reason, may decline to accept the subscription of any prospective Member.
 
Redemptions

Units may be redeemed as of the end of any calendar month (each, a “Redemption Date”) at the Net Asset Value per Unit at such Redemption Date. Redemption requests must be received by the 15th day of the calendar month of such Redemption Date or the following business day if the 15th is not a business day. The Sponsor may permit redemptions at other times and on shorter notice.
 
The Net Asset Value of redeemed Units is determined as of the Redemption Date for purposes of determining the redemption proceeds due to Members. Members will remain subject to fluctuations in such Net Asset Value during the period between submission of their redemption requests and the applicable Redemption Date. The Net Asset Value of Units on the designated Redemption Date may differ materially from the Net Asset Value of such Units as of the date on which an irrevocable redemption request must be submitted.
 
When Units are redeemed (or exchanged), any accrued fees (including performance fees) and expenses reduce the redemption proceeds paid to members.

Redemption Fee

If a Member redeems his or her investment in the B-2 Units before the end of the sixth calendar month following such Member’s initial investment in the B-2 Units (the “Initial Investment”), such Redemption will be subject to a Redemption Fee (the “Redemption Fee”) equal to 2% of such Member’s Initial Investment. If a Member Redeems his or her investment in the B-2 Units following the sixth month-end after the date of his or her Initial Investment but prior to the twelfth month-end after the date of such Member’s Initial Investment, such Redemption will be subject to a Redemption Fee equal to 1% of such Member’s Initial Investment in the B-2 Units. The Redemption Fee will be pro rated for partial redemptions prior to the twelfth month-end following such Member’s Initial Investment, i.e. if the Member withdraws 50% of his or her current investment in the B-2 Units, 50% of the Redemption Fee will be due upon Redemption. In no case will the sum of all Redemption Fees paid by a Member be greater than the Initial Sales Commission paid by such Member.

Indemnifications

In the normal course of business, the Series enters into contracts and agreements that contain a variety of representations and warranties and which would provide general indemnifications. The maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Series that have not yet occurred. The Series expects the risk of any future obligation under these indemnifications to be remote.

(3)           Related Party Transactions

A substantial amount of the Master Fund’s assets are held within the OPCA, a related party. For a discussion on the OPCA, refer to Note 4 in the attached Master Fund’s financial statements.
 
 
 
8

 
 
The Sponsor will receive a flat-rate monthly sponsor fee (the “Sponsor’s Fee”) of 0.042 of 1% (a 0.50% annual rate) of the Series’ Net Asset Value after deducting the Management Fee and accrued Performance Fee, if any, from the Series’ month-end net asset value for all other purposes, including interest income, of a Member’s investment in the Series for such month. The Sponsor reserves the right to waive or reduce the fee in its sole discretion.

The Sponsor will receive a monthly service provider fee (the “Service Provider Fee”) equal to 0.025% of 1% (equivalent to an annual rate of approximately 0.30%) of the Net Asset Value of the Series. Operating costs paid for by the Sponsor out of the Service Provider Fee generally include: certain ongoing offering expenses; administrative, transfer, exchange and redemption processing costs; legal, regulatory, reporting, filing, tax, audit, escrow and accounting; the fees of the Master Fund’s directors; and any other operating or administrative expenses related to accounting, research, due diligence or reporting. The Service Provider Fee is charged at the Series level.

Operating costs not covered by the Service Provider Fee and paid for by the Series (including those allocated to the Series by the Master Fund) generally include:  execution and clearing brokerage commissions; forward and other over-the-counter (“OTC”) trading spreads; bank wire fees; insurance; and extraordinary expenses such as litigation and indemnification.

The Series incurred Sponsor’s fees of $23,106 and $630 for the three months ended March 31, 2011 and 2010, respectively, of which $16,876 and $630 is owed to the Sponsor at March 31, 2011 and 2010.

The Series will bear all expenses incurred in connection with the organizational and initial offering of the Units at the Series level. For financial reporting purposes in conformity with GAAP, the Series expensed the organizational costs of $119,362 (“net asset value for financial reporting” or the “net asset value per Unit for financial reporting”). For all other purposes, including determining the net asset value per Unit for subscription and redemption purposes, the Series amortizes organizational and initial offering costs over a 60 month period (“net asset value for all other purposes” or the “net asset value per Unit for all other purposes”).

WC Diversified Series Net Asset Values

The quarterly net asset value and net asset value per Unit since commencement of operations are as follows:

B-0 Sub-series
 
 
 
Net Asset Value
   
Net Asset Value per Unit
 
All Other
Purposes
 
Financial
Reporting
   
Number of
Units
 
All Other
Purposes
 
Financial
Reporting
Price at Commencement*              
 $  1,000.000
  $  1,000.000
March 31, 2010
 $       204,747
 
 $       170,129
   
        201.42
 
    1,016.543
 
       844.668
June 30, 2010
 $    1,552,311
 
 $    1,498,597
   
     1,514.35
 
    1,025.067
 
       989.597
September 30, 2010
 $    3,449,930
 
 $    3,399,202
   
     3,299.18
 
    1,045.693
 
    1,030.317
December 31, 2010
 $    7,609,887
 
 $    7,562,143
   
     7,030.08
 
    1,082.475
 
    1,075.684
March 31, 2011
 $  14,437,218
 
 $  14,392,458
   
    13,168.12
 
    1,096.377
 
    1,092.977
                     
Total return after performance fee, from the commencement of operations through the period ended March 31, 2011
               
9.64%
 
9.30%
                     
* Commencement of operations of the Series was January 1, 2010
       
 

 
9

 
B-2 Sub-series
 
 
Net Asset Value
     
Net Asset Value per Unit
 
All Other
Purposes
 
Financial
Reporting
 
Number of
Units
 
All Other
Purposes
 
Financial
Reporting
Price at Commencement*
            $  1,000.000    $  1,000.000 
March 31, 2010
 $        711,568
 
 $        676,948
 
         702.56
 
     1,012.822
 
        963.546
June 30, 2010
 $     3,545,196
 
 $     3,491,484
 
       3,473.46
 
     1,020.653
 
     1,005.189
September 30, 2010
 $     4,167,206
 
 $     4,116,477
 
       4,017.54
 
     1,037.254
 
     1,024.627
December 31, 2010
 $     8,686,430
 
 $     8,638,685
 
       8,130.00
 
     1,068.441
 
     1,062.568
March 31, 2011
 $   11,718,602
 
 $   11,673,842
 
     10,882.20
 
     1,076.859
 
     1,072.746
                   
Total return after performance fee, from the commencement of operations through the period ended March 31, 2011
             
7.69%
 
7.27%
                   
* Commencement of operations of the Series was January 1, 2010
       
 
(4)           Management and Performance Fees

The Series is subject to a monthly management fee (the “Management Fee”) at the rate of 0.1875% (a 2.25% annual rate) of the Series’ month-end net asset value for all other purposes (see Note 3) calculated before reduction for any Management Fees, Performance Fees, Service Provider Fees, Sponsor’s Fees, Sales Commission or Extraordinary Fees accrued (including performance fees accrued in a prior month) as of such month-end and before giving effect to any capital subscriptions made as of the beginning of the month immediately following such month-end and before any redemptions accrued during or as of such month-end, but after all expenses as of such month-end. The Sponsor will receive the Management Fee and the Performance Fee, and will remit such fees to the Trading Advisor, although the Selling Agents or an Affiliate may receive a portion of such fees not paid over to the Trading Advisor. The Series incurred Management Fees of $132,428 and $2,857 for the three months ended March 31, 2011 and 2010, respectively, of which $92,959 and $2,857 is payable at March 31, 2011 and 2010.

The Series is subject to a quarterly performance fee (the “Performance Fee”) equal to 20% which is paid at the Series level but is calculated based on the Series’ share of the Master Fund’s new Net Trading Profits as defined by the excess, if any, of the cumulative level of Net Trading Profits attributable to the Series at the end of such quarter over the highest level of cumulative Net Trading Profits as of the end of any preceding quarter (the “High Water Mark”). The Series incurred Performance Fees of $86,388 and $8,936 for the three months ended March 31, 2011 and 2010, respectively, of which $86,388 and $8,936 was payable at March 31, 2011 and 2010.

The Trading Advisor has entered into a Trading Agreement with the Master Fund.

The Sponsor, in consultation with the Trading Advisor, may waive, rebate or reduce Management and/or Performance Fees for certain Members without entitling other Members to such waiver, rebate or reduction.

(5)           Trading Activities and Related Market and Credit Risk

The Series via its investment in the Master Fund engages in the speculative trading of U.S. and foreign futures contracts and forward contracts (collectively “derivatives”). The Series does not have any direct commitments to buy or sell financial instruments, including derivatives. The Series has indirect commitments that arise through positions held by the Master Fund in which the Series invests. However, as an investor in a Master Fund, the Series’ risk at March 31, 2011, is limited to the fair value of its investment in the Master Fund.

Derivatives traded at the Master Fund include both financial and non-financial contracts held as part of a diversified trading strategy. The Master Fund is exposed to market risk, the risk arising from changes in the market value of the contracts. Both the Series and the Master Fund are exposed to credit risk with the commercial banks and the Clearing Brokers, the risk of failure by another party to perform according to the terms of a contract. The Sponsor monitors the creditworthiness of the commercial banks and Clearing Brokers. Business will only be conducted with reputable institutions.
 
 
 
 
10

 

 
The purchase and sale of futures are executed on an exchange and requires margin deposits with a Futures Commission Merchant (“FCM”). Additional deposits may be necessary for any loss on contract value. The U.S. Commodity Exchange Act, as amended, requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other property, such as U.S. Treasury Bills, deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The Clearing Brokers are FCMs.

Due to currency forward contracts being traded in unregulated markets between principals, the Master Fund and the Series, via its investment in the Master Fund, also assumes a credit risk and the risk of loss from counterparty non-performance with respect to its currency trading. Additionally, the Master Fund and the Series, via its investment in the Master Fund, are exposed to the creditworthiness of the Clearing Brokers on these trades facilitated by the Clearing Brokers. In the event of either Clearing Broker’s bankruptcy, the Master Fund could lose all or substantially all of its assets not located in segregated funds.

To evaluate and monitor counterparty risk, the AlphaMetrix Risk Department initially evaluates the credit ratings from the major agencies: Moody’s, Standard & Poor’s and Fitch Ratings. Credit ratings and outlooks are monitored daily for downgrades whereby an investigation is initiated upon an adverse occurrence. Further, any large decline in the daily stock price also triggers an investigation. Lastly, quarterly reports on earnings and future outlooks from counterparties are reviewed and analyzed by the AlphaMetrix Risk Department for unfavorable results.

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Master Fund is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

The Master Fund is designed to take on market risk on a systematic basis across a broad portfolio of liquid markets and to monitor and minimize exposure to all other risks, such as credit and liquidity risks. The trading systems used include various proprietary systems that are designed to control the risk taken at the individual position level as well as at the overall portfolio level. The Trading Advisor monitors and controls market risk within limits at both sector and portfolio levels.

Net trading results from derivatives for the period ended March 31, 2011 are reflected in the Series’ Condensed Statements of Operations and equal the realized and unrealized gain (loss) less trading costs. Such trading results reflect the Series’ allocated pro rata share of the net gain or (loss) arising from the Master Fund’s speculative trading of futures contracts and forward contracts and income earned on the OPCA.

The Members bear the risk of loss only to the extent of the fair value of their respective investment in the Series.

(6)           Administration

Spectrum Global Fund Administration, LLC (“Spectrum US”) served as Administrator for the Platform through December 9, 2010. AlphaMetrix360 LLC (“AlphaMetrix360”) served as the administrator subsequent to December 9, 2010. The Administrator is responsible for certain clerical and administrative functions of the Platform, including acting as registrar and transfer agent, calculation of NAV based on valuations provided by the Trading Advisors and the Sponsor (although the Sponsor is ultimately responsible for determining the NAV of each Fund).
 
AlphaMetrix360, an affiliate of the Sponsor, acquired the assets of Spectrum US as of December 9, 2010. The Sponsor has hired AlphaMetrix360 to provide administration services for the Series and the Master Fund.
 
(7)           Financial Highlights
 
 
The following financial highlights in the table below show the Series’ financial performance for the three months ended March 31, 2011 and 2010 for B-0 and B-2 Sub-Series Units. All performance returns noted are calculated based on the net asset value per Unit for financial reporting, with estimated organizational costs incurred prior to issuance of Units being expensed at the commencement of the operations of the Series. Total return is calculated as
 
 
 
11

 
 
the change in a theoretical Member’s investment over the entire period - a percentage change in the Member’s capital value for the period. The information has been derived from information presented in the financial statements.
 
Regarding the information shown in the table below:
 
·  
Per Unit operating performance is computed based upon the weighted-average net Units for the periods ended March 31, 2011 and 2010. Total return is calculated as the change in the net asset value per Unit for the periods ended March 31, 2011 and 2010, and is not annualized.
 
·  
The net investment loss and total expense ratios are computed based upon the weighted average net assets for the period ended March 31, 2011 and 2010. Weighted average net assets include the performance fee and are computed using month-end net assets.  Net investment loss and expenses include the Series’ proportionate share of the Master Fund’s investment income (loss) and expenses, respectively.  Such ratios have been annualized, with the exception of the performance fee and organizational expense.
 
·  
Organizational expense has been allocated equally to the B-0 and B-2 Sub-Series, i.e. 50% of such costs at January 1, 2010 to each Sub-Series.
 
An individual Member’s total return and ratios may vary from those below based on the timing of capital transactions.


 
12

 
 

   
AlphaMetrix Managed Futures III LLC (WC Diversified Series)
 
                         
                         
    Three Months Ended
March 31, 2011
    Three Months Ended
March 31, 2011
    Three Months Ended
March 31, 2010
    Three Months Ended
March 31, 2010
 
   
B-0 Sub-Series
   
B-2 Sub-Series
   
B-0 Sub-Series
   
B-2 Sub-Series
 
Members’ capital per Unit - Beginning of Period
  $ 1,075.684     $ 1,062.568     $ 1,000.000     $ 1,000.000  
                                 
Per Unit data (for a Unit outstanding throughout the period)
                         
   Net investment loss
    (12.179 )     (17.225 )     (263.546 )     (136.921 )
   Net realized and unrealized gain on investments
    29.472       27.403       108.214       100.467  
Total from investment operations
    17.293       10.178       (155.332 )     (36.454 )
                                 
Members’ capital per Unit - End of Period
  $ 1,092.977     $ 1,072.746     $ 844.668     $ 963.546  
                                 
Total return:
                               
   Total return before performance fee
    1.98 %     1.33 %     (14.35 %)     (1.63 %)
   Performance fee
    (0.37 %)     (0.37 %)     (1.18 %)     (2.02 %)
   Total return after performance fee
    1.61 %     0.96 %     (15.53 %)     (3.65 %)
                                 
Ratios to average Members’ capital
                               
   Net investment loss
    (3.36 %)     (5.32 %)     (38.51 %)     (19.82 %)
                                 
   Expenses:
                               
      Expenses
    3.19 %     5.15 %     37.28 %     17.85 %
      Performance fee
    0.37 %     0.37 %     1.56 %     2.24 %
         Total expenses
    3.56 %     5.52 %     38.84 %     20.09 %

 
13

 

(8)           Subsequent Events

In accordance with ASC 855, Subsequent Events, the Series has evaluated and disclosed all subsequent events through the date the financial statements are issued. Except for matters discussed in the following paragraph, there are no material events that would require disclosure in or adjustment to the Series’ financial statements through this date.

Member Subscriptions and Redemptions

Subsequent to March 31, 2011 and through the date the financial statements are issued, B-0 Members subscribed approximately $1,588,760 (of which $1,548,230 represents subscriptions received in advance as of March 31, 2011) and redeemed $0, and B-2 Members subscribed approximately $2,263,452 (of which $2,263,452 represents subscriptions received in advance as of March 31, 2011) and redeemed $0.

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

Reference is made to Item 1 “Financial Statements.”  The information contained therein is essential to, and should be read in connection with, the following analysis.
 
All figures and performance returns noted in this Item 2 are based on the net asset value and/or the net asset value per Unit for all other purposes, which complies with GAAP, except with respect to estimated organizational and initial offering costs (which are being amortized over 60 months) as described in the “Notes to Condensed Financial Statements – (3) Related Party Transactions.”  All figures and performance returns communicated to investors are based on the net asset value and/or the net asset value per Unit for all other purposes.

In order to satisfy the Sponsor’s obligations under applicable anti-money laundering laws and regulations, investors will be required to make certain representations, warranties and covenants in the AlphaMetrix Managed Futures LLC Subscription Agreement concerning the nature of the investor, its investment in the Series and certain other related matters. In addition, the Sponsor reserves the right to request such additional information from investors as the Sponsor, in its sole discretion, requires in order to satisfy its anti-money laundering obligations. By subscribing for Units, each Member agrees to provide such information to the Sponsor upon its request.

Operational Overview

This performance summary describes the manner in which the Series has performed in the past and is not an indication of future performance. While certain market movements are attributable to various market factors, such factors may or may not have caused such movements but they may have simply occurred at or about the same time.

The Series is unlikely to be profitable in markets in which trends do not occur. Static or erratic prices are likely to result in losses. Similarly, sharp trend reversals, which can be caused by many unexpected events, can lead to major short-term losses, as well as gains.

While there is no assurance the Series will profit in any market condition, markets having substantial and sustainable price movements offer the best profit potential for the Series.

Liquidity

The Series invests a portion of its assets in the Master Fund. Virtually all of the Master Fund’s capital is held in cash, cash equivalents, or the OPCA and may be used to margin the Master Fund’s futures and currency forward positions and is withdrawn, as necessary, to pay redemptions and expenses. The Master Fund does not maintain any sources of financing other than that made available by the Clearing Brokers to fund foreign currency settlements for those instruments transacted and settled in foreign currencies. The Master Fund pays prevailing market rates for such borrowings.

A portion of the assets maintained at the Master Fund’s Clearing Brokers are restricted cash required to meet maintenance margin requirements. Included in cash deposits with the Clearing Brokers as of March 31, 2011 and
 
 
 
14

 
 
2010 was restricted cash for margin requirements of $23,101,404 and $31,296,877, respectively. This cash becomes unrestricted if the underlying positions it supports are liquidated.
 
Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Master Fund’s futures and forward currency trading, the Master Fund’s and the Series’ assets are highly liquid and are expected to remain so. Because the Master Fund’s assets are held in cash or in the OPCA, it expects to be able to liquidate all of its open positions or holdings quickly and at prevailing market prices, except in unusual circumstances. This generally permits the Trading Advisor to enter and exit markets, leverage and deleverage in accordance with its strategy. From its commencement of operations on October 1, 2007 through March 31, 2011, the Master Fund experienced no meaningful periods of illiquidity in any of the markets in which it traded.

The Series processes redemptions on a monthly basis, with approximately corresponding redemptions out of the Master Fund. The B-2 Sub-Series had no redemptions for the three months ended March 31, 2011; the B-0 Sub-Series incurred aggregate redemptions of $117,177 (106.85 Units) for the three months ended March 31, 2011.

Capital Resources

The Series’ 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 Series is not expected to have a significant impact on its operations, as the Series has no significant capital expenditure or working capital requirements other than for investment in the Master Fund and Member redemptions. The amount of capital invested in the Master Fund is not expected to have a significant impact on the Master Fund’s operations, as the Master Fund has no significant capital expenditure or working capital requirements other than for monies to pay trading losses, trading costs and expenses. Within broad ranges of capitalization, the Master Fund’s trading positions should increase or decrease in approximate proportion to the size of the Series’ investment in the Master Fund.

The Series raises additional capital only through the sale of Units and capital is increased through the Series’ pro rata share of the Master Fund’s trading profits (if any). The Series does not maintain any sources of financing. The Master Fund does not maintain any sources of financing other than that made available by the Clearing Brokers to fund foreign currency settlements for those instruments transacted and settled in foreign currencies.

The Master Fund may trade a variety of futures-related instruments, including (but not limited to) instruments related to bonds, currencies, interest rates, equities, equity indices, debt securities and selected physical commodities and derivatives. Risk arises from changes in the value of these contracts (market risk) and the potential inability of counterparties or brokers to perform under the terms of their contracts (credit risk). Market risk is generally to be measured by the face amount of the futures positions acquired and the volatility of the markets traded. The credit risk from counterparty non-performance associated with these instruments is the net unrealized gain, if any, on these positions plus the value of the margin or collateral held by the counterparty. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions (“OTC”), because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins that may be subject to loss in the event of a default are generally required in exchange trading, and counterparties may require margin or collateral in the OTC markets.

The Trading Advisor attempts to control risk in all aspects of the investment process, although there can be no assurance that it will, in fact, succeed in doing so. The Master Fund is designed to take market risk on a systematic basis across a broad portfolio of liquid markets and to monitor and minimize exposure to all other risks, such as credit and liquidity risks. The trading systems used include various proprietary systems that are designed to control the risk taken at the individual position level as well as at the overall portfolio level. The Trading Advisor monitors and controls market risk within limits at both sector and portfolio levels.
 
 
 
15

 

 
The financial instruments traded by the Master Fund contain varying degrees of risk whereby changes in the market values of the futures and forward contracts or the Master Fund’s satisfaction of the obligations may exceed the amount recognized in the Statement of Financial Condition of the Master Fund.

Due to the nature of the Master Fund’s business, substantially all its assets are represented by cash and U.S. government obligations, while the Master Fund maintains its market exposure through open futures and forward contract positions.

The Master Fund’s futures contracts are settled by offset and are generally cleared by the exchange clearinghouse function. Open futures positions are marked to market each trading day and the Master Fund’s trading accounts are debited or credited accordingly. The Master Fund’s spot and currency forward transactions conducted in the interbank market are settled by netting offsetting positions or payment obligations and by cash payments.

The value of the Master Fund’s cash and financial instruments is not materially affected by inflation. Changes in interest rates, which are often associated with inflation, could cause the value of certain of the debt securities to decline, but only to a limited extent. More importantly, changes in interest rates could cause periods of strong up or down market price trends, during which the Master Funds profit potential generally increases. However, inflation can also give rise to markets which have numerous short price trends followed by rapid reversals, in which the Master Fund is likely to suffer losses.

Results of Operations

General

The Trading Advisor manages the assets of the Series pursuant to its Diversified Managed Account Program (the “Program”). The Program employs a computer-based system to engage in the speculative trading of approximately 120 instruments including international futures, options and forwards, government securities such as bonds, as well as certain OTC instruments, which may include foreign exchange and interest rate forward contracts and swaps.
 
The investment objective of the Program is to achieve long-term capital appreciation through compound growth. The Trading Advisor attempts to achieve this goal by pursuing a diversified trading scheme that does not rely upon favorable conditions in any particular market, nor on market direction. The Program seeks to combine highly liquid financial instruments offering positive but low Sharpe ratios (which are designed to measure return relative to risk) and generally low correlation over the long term to other markets such as equities and fixed income. Please note, however, that there is no assurance that the Program will have a low correlation to other markets, even over the long term, and over the short term the Program may be highly correlated to other markets.
 
The Program employs what is traditionally know as a “systematic” approach to trading financial instruments. In this context, the term “systematic” implies that the vast majority of the trading decisions are executed, without discretion, either electronically or by a team responsible for the placement of orders based upon the instructions generated by the Winton Computer Trading System. A majority of the trades in the Program are executed electronically. The Program blends short-term trading with long-term trend following, using multiple time frames in addition to multiple models. As the name implies, the Program allocates for maximum diversification. A sophisticated system of risk management is evident in all aspects of the Program.
 
The Series’ account traded pursuant to the Program may experience returns that differ from other Trading Advisor accounts traded pursuant to the same Program due to, among other factors: (a) regulatory constraints on the ability of the Series to have exposure to certain contracts; (b) the Series’ selection of the Clearing Brokers, which affects access to markets; (c) the effect of intra-month adjustments to the trading level of the account; (d) the manner in which the account’s cash reserves are invested; (e) the size of the Series’ account; (f) the Series’ functional currency, the USD; and (g) the particular futures contracts traded by the Series’ account. Additionally, certain markets may not be liquid enough to be traded for the Series’ account.
 
The investment approach that underpins the Program is proprietary and highly confidential to the Trading Advisor. Accordingly, the description of the Program as contained herein is general only and is not intended to be exhaustive or absolute.
 
 
 
16

 

 
The Trading Advisor is a limited liability company registered in England and Wales, which is regulated in the United Kingdom by the Financial Services Authority. Since January 1998, the Trading Advisor has been a member of NFA and has been registered with the CFTC as a commodity trading advisor and has been registered as a commodity pool operator since December 1998. Principals of the Trading Advisor include David Winton Harding, Osman Murgian, Martin John Hunt, Anthony Daniell, Gupreet Singh Jauhal, Matthew David Beddall, Rajeev Patel, Samur (Jersey) Limited, and Amur (Jersey) Limited. On July 31, 2007, a company affiliated with Goldman Sachs International purchased a 9.99 percent shareholder interest in the Trading Advisor. This shareholding is currently held by Goldman Sachs Petershill Non-U.S. Master Fund, L.P., a fund managed by Goldman Sachs Asset Management International. This investor is not involved in the day-to-day management of the Trading Advisor but, pursuant to a shareholders agreement, has the right to approve certain limited matters relating to Trading Advisor’s operations.

The B-2 Sub-Series commenced trading activities January 1, 2010 with an initial capitalization of $107,500. As of March 31, 2011, the B-2 Sub-Series had a capitalization of $11,718,602 based on the net asset value for all other purposes. The B-0 Sub-Series had an initial capitalization of $125,000. As of March 31, 2011, the B-0 Sub-Series had a capitalization of $14,437,218 based on the net asset value for all other purposes.

Performance Summary

Quarter ending March 31, 2011

This performance description is a brief summary of how the Series performed during the quarter ending March 31, 2011, based on the underlying performance of the Master Fund in which the Series invests, and is not necessarily an indication of how the Series will perform in the future. In addition, the general causes to which certain price movements are attributed may or may not in fact have caused such movements, but simply may have occurred at or about the same time. The Series’ past results are not necessarily indicative of future results.

For the three months ended March 31, 2011 the B-2 and B-0 Sub-Series had year-to-date returns of 0.79% and 1.28%, respectively, based on the net asset value for all other purposes (see “Notes to Financial Statements – (3) Related Party Transactions”).

January 1, 2011 to March 31, 2011

The B-2 Subseries posted a (0.21%) loss for the month ending March 31, 2011, a gain of 0.79% for the three months ended March 31, 2011 and an overall gain of 7.69% for the Series from the inception of trading on January 1, 2010 through March 31, 2011 (not annualized). The B-0 Sub-Series posted a (0.05%) loss for the month ending March 31, 2011, a gain of 1.28% for the three months ended March 31, 2011 and an overall gain of 9.64% for the Series from the inception of trading on January 1, 2010 through March 31, 2011 (not annualized).

The following discussion is based on the underlying performance of the Master Fund in which the Series invests.

The Series experienced a negative return in March 2011. The B-2 Sub-Series posted a loss of (0.21%), while the B-0 Sub-Series posted a loss of (0.05%). Winton’s fund weathered March’s turbulent markets reasonably well.  The program responded in line with stress-test expectations after the Japanese earthquake shock.  Positions directly exposed to the natural disaster were limited in scope, and only contributed minor harm to the portfolio. Petroleum holdings saw the largest gains over the course of the month, followed closely by a positive performance in the currencies sector. As assets now exceed US$20 billion, concerns about system capacity have arisen. However internal research indicates that the current asset levels are not expected to materially impact performance.

The B-2 Sub-Series posted a 1.21% return for the month ending February 28, 2011, a 1.00% gain for the year to date as of February 28, 2011 and an overall gain of 7.92% for the Series from the inception of trading on January 1, 2010 to February 28, 2011 (not annualized). The B-0 Sub-Series posted a 1.37% return for the month ending February 28, 2011, a 1.33% gain for the year to date as of February 28, 2011 and an overall gain of 9.69% for the Series from the inception of trading on January 1, 2010 to February 28, 2011 (not annualized).

The Series experienced a positive return in February 2011. The B-2 Sub-Series posted a gain of 1.21%, while the   B-0 Sub-Series posted a 1.37% gain. Social unrest in petroleum exporting countries captured headlines and influenced the movement of financial markets.  As conflicts developed in Egypt and Libya, the price of crude oil surged and the program profited as fears mounted that the contagion would spread from North Africa to the Middle East.  Accordingly, energy was the top performing sector in February, followed closely by precious metals positions in gold and silver. Soft agricultural commodities rose on record cotton highs, but these gains were offset with reversals in wheat and soybeans.  The Series suffered its largest losses in government bond holdings across Asia, Europe and North America.

The B-2 Sub-Series posted a (0.20%) loss for the month of January 2011 and an overall gain of 6.63% for the Series from the inception of trading on January 1, 2010 to January 31, 2011 (not annualized). The B-0 Sub-Series posted a (0.04%) loss for the month of January 2011 and an overall gain of 8.20% for the Series from the inception of trading on January 1, 2010 to January 31, 2011 (not annualized).
 
 
 
 
17

 

 
The Series experienced a slight loss in January 2011. The B-2 Sub-Series posted a loss of (0.20%), while the B-0 Sub-Series posted a (0.04%) loss. Gains were concentrated in agricultural commodities and stock market indices, while losses stemmed from foreign exchange and precious metal exposure.  Rapidly rising food prices have contributed to an unstable Middle Eastern economic climate, and worry over the balance of power in Egypt has catapulted Brent Crude over the $100/barrel price point.  However, calm settled in over the Eurozone at month’s end in reaction to a phenomenally successful bond issuance by the European Financial Stability Facility. Stock markets lifted in reaction to the generally optimistic outlook – flare-ups of civil unrest notwithstanding. Gold and other precious metals that have served as indicators of market fear fell, in a symbolic vote of confidence for global growth. With renewed optimism the fund has increased its research effort, led-off by the implementation of weekly research meetings attended by David Harding.

Quarter ending March 31, 2010

This performance description is a brief summary of how the Series performed during the quarter ending March 31, 2010, based on the underlying performance of the Master Fund in which the Series invests, and is not necessarily an indication of how the Series will perform in the future. In addition, the general causes to which certain price movements are attributed may or may not in fact have caused such movements, but simply may have occurred at or about the same time. The Series’ past results are not necessarily indicative of future results.

The B-2 and B-0 Sub-Series ended March 31, 2010 with year-to-date returns of 1.28% and 1.65%, respectively, based on the net asset value for all other purposes (see “Notes to Financial Statements – (3) Related Party Transactions”).

January 1, 2010 to March 31, 2010

The B-2 Sub-Series posted a 3.55% return for the month ending March 31, 2010, a gain of 1.28% for the three months ended March 31, 2010 and an overall gain of 1.28% for the Series from the inception of trading on January 1, 2010 through March 31, 2010 (not annualized). The B-0 Sub-Series posted a 3.57% return for the month ending March 31, 2010, a gain of 1.65% for the three months ended March 31, 2010 and an overall gain of 1.65% for the Series from the inception of trading on January 1, 2010 through March 31, 2010 (not annualized).

The following discussion is based on the underlying performance of the Master Fund in which the Series invests.

The Series experienced positive returns in March 2010. The B-2 Sub-Series posted a gain of 3.55%, while the B-0 Sub-Series posted a 3.57% return. Strong equity market trends helped the Series post gains for March, with the S&P 500 approaching its 18-month high. Global equity indices were the most profitable sector. The second best performing sector was agricultural commodities, with sugar prices being the epicenter of action as they retraced from their 25-year high of around 29 cents per pound back down to 16 cents per pound over the course of last two months. The Euro weakened against the USD towards the end of month after an initial rally seen during the first two weeks, to close back below the $1.35 mark to make a new low for the year. The Series posted gains trading both the developed and emerging market currencies. The natural gas markets declined for the month with prices trading below the $4 mark for the first time in six months, while crude oil prices gained to close above the $80 per barrel mark. Overall, the Series posted moderate gains in the energy sector. Lack of prominent trends in the fixed income markets resulted in minimal losses for the Series.
 
 
 
 
18

 
 
 
The B-2 Sub-Series posted a 1.44% return for the month ending February 28, 2010, a 2.19% loss for the year to date as of February 28, 2010 and an overall loss of 2.19% for the Series from the inception of trading on January 1, 2010 to February 28, 2010 (not annualized). The B-0 Sub-Series posted a 1.56% return for the month ending February 28, 2010, a 1.85% loss for the year to date as of February 28, 2010 and an overall loss of 1.85% for the Series from the inception of trading on January 1, 2010 to February 28, 2010 (not annualized).

The Series experienced positive returns in February 2010. The Euro continued to fall against the USD, continuing its downward trend on the heels of the current fiscal predicament facing Greece. Mixed messages came out of Germany and other strong EU economies concerning a bailout. Currencies were the most profitable sector for the Series in February. The Series posted modest gains in the interest rate sector, with most U.S. and European bond markets lacking clear trends. Wheat, corn and soybean prices rallied while coffee and sugar prices sold off. Natural gas prices declined in February, while crude oil prices gained. Metals were the second best performing sector for the strategy in February, with prices of gold and copper rallying. Overall, the Series experienced some losses trading agricultural commodities.

The B-2 Sub-Series posted a 3.58% loss for the month of January 2010 and an overall loss of 3.58% for the Series from the inception of trading on January 1, 2010 to January 31, 2010 (not annualized). The B-0 Sub-Series posted a 3.36% loss for the month of January 2010 and an overall loss of 3.36% for the Series from the inception of trading on January 1, 2010 to January 31, 2010 (not annualized).

The Series experienced some difficulty in January 2010. The B-2 Sub-Series posted a loss of 3.58%, while the B-0 Sub-Series posted a 3.36% loss. Sudden trend reversals in some of the markets in the portfolio’s investment domain, especially global equity markets, proved adverse for the strategy. The Obama Administration’s announcement of its intention to reduce speculative activities by banks started the sharp sell-off in equity markets; most global equity indices declined in January. The Series’ loss in equities was partially offset by gains posted in the interest rate sector, especially short-term rate trading in Europe and North America. Interest rate trades were the most profitable for the Series in January. In the commodity market, the strengthening USD and poor economic growth outlooks resulted in commodity market sell-off. Energy markets declined in January; the Series experienced losses trading them. Copper started the year trading near its price highs and sold off toward month-end. Agricultural commodities generally declined for January, with sugar as an exception. Sugar traded near its highs and the Series was well-positioned to capture the positive upward trends.

Variables Affecting Performance

The principal variables that determine the net performance of the Series are gross profitability from the Series’ trading activity through its investment in the Master Fund and interest income.

The Series’ assets that are invested in the Master Fund are maintained at the Clearing Brokers, held in the AlphaMosaic SPC - Offshore Platform Cash Account, or held in cash at the Master Fund’s commercial bank. On assets held on deposit as margin with each Clearing Broker, the relevant Clearing Broker will credit the Master Fund with interest as of the end of each month currently at a rate equal to a certain percentage of the U.S. Treasury bill rates with the remaining portion retained by the relevant Clearing Broker. In the case of non-USD instruments, the Clearing Brokers lend to all required non-USD currencies at a local short-term interest rate plus a spread. On assets held at the Offshore Platform Cash Account, the Offshore Platform Cash Account will credit the Master Fund an amount equal to 90% of the 3-month Treasury Bill rate after transaction costs as long as such rate is earned by the Offshore Platform Cash Account. If the return on the Offshore Platform Cash Account is less than 90% of the 3-month Treasury Bill rate, the Master Fund will receive its pro rata share of all interest actually earned by the Offshore Platform Cash Account.

The Series’ Management Fee, Sponsor’s Fee and Service Provider Fees are a constant percentage of the Series’ net asset value for all other purposes. Brokerage commissions, which are not based on a percentage of the Series’ net assets, are based on the volume of trades executed and cleared on behalf of the Series. Brokerage commissions are based on the actual number of contracts traded. The Performance Fees payable to the Trading Advisor are based on
 
 
 
19

 
 
the new net trading profits, if any, generated by the Master Fund and allocated to the Series, excluding interest income and after reduction for brokerage commissions and certain other fees and expenses.

Most of the instruments traded on behalf of the Series are highly liquid and can generally be closed out immediately by the Master Fund, so that unrealized profits can generally be realized quickly if the relevant positions are closed out.

Off-balance Sheet Arrangements
 
The Series has no applicable off-balance sheet arrangements of the type described in Item 3.03(a)(4) of Regulation S-K.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Not applicable; the Series is a smaller reporting company.

Item 4:  Controls and Procedures

The Sponsor, with the participation of the Sponsor’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) with respect to the Platform and the Series as of the end of the fiscal quarter for which this Quarterly Report on Form 10-Q is being filed, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. No change in internal control over financial reporting (in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934) occurred during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Platform’s or the Series’ internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1:  Legal Proceedings

The Sponsor is not aware of any pending legal proceedings to which either the Series is a party or to which any of its assets are subject.

Item 1A:  Risk Factors

Not Required.

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

(a)           Not applicable; previously filed on Forms 8-K

(b)           Not applicable.

(c)
Pursuant to the Platform’s Limited Liability Company Agreement and the Series’ Separate Series Agreement, Members may redeem their Units at the end of each calendar month at the then current month-end net asset value per Unit for all other purposes (i.e. including the amortization of estimated organizational and initial offering costs). The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed. The following tables summarize the redemptions by Members during the first quarter of 2011:


 
20

 

 
Consolidated
 
 
Month
Units Redeemed
 
Redemption Date Net Asset Value per Unit for
     
All Other Purposes
       
January 31, 2011
                     -
 
                                                       1,074.537
February 28, 2011
                46.79
 
                                                       1,093.450
March 31, 2011
                60.06
 
                                                       1,087.568
       
Total
               106.85
   
       
 
 
B-0
 
 
Month
Units Redeemed
 
Redemption Date Net Asset Value per Unit for
     
All Other Purposes
       
January 31, 2011
                     -
 
                                                       1,082.033
February 28, 2011
                46.79
 
                                                       1,105.958
March 31, 2011
                60.06
 
                                                       1,096.377
       
Total
               106.85
   
       
 
 
B-2
 
 
 
Month
Units Redeemed
 
Redemption Date Net Asset Value per Unit for
     
All Other Purposes
       
January 31, 2011
                     -
 
                                                       1,066.269
February 28, 2011
                     -
 
                                                       1,079.157
March 31, 2011
                     -
 
                                                       1,076.859
       
Total
                     -
   
       
 
Item 3:                      Defaults Upon Senior Securities

(a)           None.
(b)           None.

Item 4:                      (Removed and Reserved)

Item 5:                      Other Information

(a)           None.
(b)           Not applicable.



 
21

 



Item 6:                      Exhibits

The following exhibits are included herewith.
 
Exhibit Number
Description of Document
 
1.1*
Selling Agreement.
 
3.1*
Certificate of Formation of AlphaMetrix Managed Futures III LLC.
 
4.1*
Limited Liability Company Operating Agreement of AlphaMetrix Managed Futures III LLC.
 
4.2*
Separate Series Agreement for the Series.
 
10.1*
Trading Management Agreement.
 
10.2*
Assignment of Trading Management Agreement
 
10.3*
Amendment of Trading Management Agreement
 
10.4
Administrative Services Agreement
 
21.1*
List of Subsidiaries.
 
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
99.1
Financial Statements of AlphaMetrix WC Diversified Fund – MT0041 (Master Fund) (unaudited) for the three months ended March 31, 2011 and 2010.
 

* Incorporated by reference to the Series’ Form 10 filed on December 31, 2009.




 
22

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of AlphaMetrix Managed Futures III LLC on behalf of itself and its series, AlphaMetrix WC Diversified Series, by the undersigned thereunto duly authorized.

Dated: May 13, 2011


ALPHAMETRIX MANAGED FUTURES III LLC

By:  AlphaMetrix, LLC.
Sponsor

By: /s/ Aleks Kins
 
   
Name:  Aleks Kins
Title:  President and Chief Executive Officer


23


EX-31.1 2 efc11-341_311.htm efc11-341_311.htm
 
Exhibit 31.1
 
 
CERTIFICATION
 
 
I, Alex Kins, President and Chief Executive Officer of AlphaMetrix, LLC, the sponsor of AlphaMetrix Managed Futures III LLC on behalf of itself and its Series, AlphaMetrix WC Diversified Series, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of AlphaMetrix Managed Futures III LLC on behalf itself and its Series, AlphaMetrix WC Diversified Series, for the period ending March 31, 2011;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: May 13, 2011
 
 

 
By: /s/ Aleks Kins      
Aleks Kins
President and Chief Executive Officer
AlphaMetrix, LLC
 
 
 


EX-31.2 3 efc11-341_312.htm efc11-341_312.htm

 
EXHIBIT 31.2
 
 
CERTIFICATION
 
 
I, George Brown, Chief Financial Officer of AlphaMetrix, LLC, the sponsor of AlphaMetrix Managed Futures III LLC on behalf of itself and its Series, AlphaMetrix WC Diversified Series, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of AlphaMetrix Managed Futures III LLC on behalf of itself and its Series, AlphaMetrix WC Diversified Series, for the period ending March 31, 2011;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 13, 2011
 
 
By: /s/ George Brown   
George Brown
Chief Financial Officer
AlphaMetrix, LLC
 
 
 
 
 


EX-32.1 4 efc11-341_ex321.htm efc11-341_ex321.htm
 
EXHIBIT 32.1
 
 
CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF
THE UNITED STATES CODE
 
I, Aleks Kins, the President and Chief Executive Officer of AlphaMetrix, LLC, the Sponsor of AlphaMetrix Managed Futures III LLC on behalf of itself and its Series, AlphaMetrix WC Diversified Series (the “Series”), certify that (i) the Quarterly Report of the Registrant on Form 10-Q for the period ending March 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Series.
 
 
Date: May 13, 2011
 
 
By: /s/ Aleks Kins      
Aleks Kins
President and Chief Executive Officer
AlphaMetrix, LLC


EX-32.2 5 efc11-341_322.htm efc11-341_322.htm


 
EXHIBIT 32.2
 
 
CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF
THE UNITED STATES CODE
 
I, George Brown, the Chief Financial Officer of AlphaMetrix, LLC, the Sponsor of AlphaMetrix Managed Futures III LLC on behalf of itself and its Series, AlphaMetrix WC Diversified Series, (the “Series”), certify that (i) the Quarterly Report of the Registrant on Form 10-Q for the period ending March 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Series.
 
 
Date: May 13, 2011
 
 

 
 
By: /s/ George Brown   
George Brown
Chief Financial Officer
AlphaMetrix, LLC
 
 
 


EX-99.1 6 efc11-341_ex991.htm efc11-341_ex991.htm
Exhibit 99.1
 
 
 
 
 
 
 
 
 
 

 
AlphaMetrix WC
Diversified Fund — MT0041

(A Cayman Islands Exempted Limited Liability Company)
 
Financial Statements as of and for the Three Months Ended March 31, 2011 and 2010 (Unaudited)
 
 

 
 
 

 
 

ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
     
(A Cayman Islands Exempted Limited Liability Company)
   
       
STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
     
MARCH 31, 2011 AND DECEMBER 31, 2010
     
(Expressed in U.S. dollars)
     
             
ASSETS
 
March 31, 2011
   
December 31, 2010
 
             
     Equity in commodity trading accounts at clearing brokers:
           
           Cash
  $ 51,414,423     $ 60,114,235  
           Investments, at fair value (representing unrealized appreciation on
         
           open contracts, net)
    7,999,662       14,107,876  
     Investment in AlphaMosaic SPC - Offshore Platform Cash Account,
         
       at fair value (Note 4)
    122,950,863       102,000,867  
     Receivable from AlphaMosaic SPC - Offshore Platform Cash Account
    4,061,311       -  
     Receivable from AlphaMetrix Managed Futures III LLC
    234,600       -  
     Cash at bank
    1,887,216       302,700  
Total Assets
  $ 188,548,075     $ 176,525,678  
                 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY (NET ASSETS)
         
                 
LIABILITIES
               
     Equity in commodity trading accounts at clearing brokers:
               
         Options on futures, at fair value, net (proceeds: $25,300 and $21,900)
  $ 6,155     $ 18,000  
     Redemptions payable
    5,669,117       4,240,359  
                 
Total Liabilities
    5,675,272       4,258,359  
                 
SHAREHOLDERS' EQUITY (NET ASSETS) (NOTE 10):
    182,872,803       172,267,319  
                 
Total Liabilities and Shareholders' Equity (Net Assets)
  $ 188,548,075     $ 176,525,678  
                 
Net asset value per share
               
     (83,307 and 83,286 shares issued and outstanding at March 31, 2011
               
     and December 31, 2010, respectively)
  $ 2,195.17     $ 2,068.38  
                 
See notes to financial statements.
               

 
1

 


ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
       
(A Cayman Islands Exempted Limited Liability Company)
     
         
CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
     
MARCH 31, 2011
       
(Expressed in U.S. Dollars)
       
         
   
Number of Contracts
   
Fair Value
   
Percent of Shareholders' Equity (Net Assets)
 
                   
Long positions:
                 
  Domestic
                 
    Options on futures contracts
                 
      Index puts (cost: $27,170)
    34     $ 4,787       0.00 %
    Futures contracts
                       
     Agriculture
    766       284,489       0.16  
     Currency
    1,808       2,129,130       1.16  
     Energy
    510       1,261,740       0.69  
     Index
    948       1,195,403       0.65  
     Interest
    936       (170,980 )     (0.09 )
     Metals
    306       710,965       0.39  
   Forward currency contracts
                       
     Forwards
            (97,079 )     (0.05 )
Foreign
                       
   Futures contracts
                       
     Agriculture
    19       2,079       0.00  
     Index
    578       1,784,767       0.98  
     Interest
    542       (20,250 )     (0.01 )
     Metals
    336       (221,554 )     (0.12 )
   Forward currency contracts
                       
     Forwards
            (45,200 )     (0.03 )
                         
Total long positions
            6,818,297       3.73  
                         
Short positions:
                       
  Domestic
                       
   Options on futures contracts
                       
     Index puts (proceeds: $52,470)
    34       (10,942 )     (0.01 )
    Futures contracts
                       
     Agriculture
    170       152,983       0.08  
     Energy
    146       (208,237 )     (0.11 )
     Interest
    298       (83,192 )     (0.05 )
  Forward currency contracts
                       
    Forwards
            166,468       0.09  
Foreign
                       
  Futures contracts
                       
     Agriculture
    46       211,773       0.12  
     Currency
    167       55,108       0.03  
     Index
    22       2,664       0.00  
     Interest
    1,884       980,727       0.54  
     Metals
    122       (71,587 )     (0.04 )
Forward currency contracts
                       
  Forwards
            (20,555 )     (0.01 )
Total short positions
            1,175,210       0.64  
                         
Investments - at fair value
          $ 7,993,507       4.37 %
                         
See notes to financial statements.
                 
(Continued)
 

 
2

 


ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
           
(A Cayman Islands Exempted Limited Liability Company)
           
                   
CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
         
MARCH 31, 2011
                 
(Expressed in U.S. Dollars)
                 
                   
   Fair Value  
  Percentage of
Shareholders' Equity
(Net Assets)
 
% Ownership
of Fund
 
  Redemptions
Permitted
  Investment
Objective
 
Investment in
AlphaMosaic SPC -
Offshore Platform Cash
Account
 
                                  $    122,950,863 
 
                     67.23
%
                  24.40
%
daily
short-term
liquid
investments
                   
               
(Concluded)
 
                   
See notes to financial statements.
             

 
3

 

ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
     
(A Cayman Islands Exempted Limited Liability Company)
     
         
CONDENSED SCHEDULE OF INVESTMENTS
       
DECEMBER 31, 2010
       
(Expressed in U.S. Dollars)
       
         
   
Number of
Contracts
   
Fair Value
   
Percent of Shareholders'
Equity (Net Assets)
 
                   
Long positions:
                 
  Domestic
                 
    Options on futures contracts
                 
      Index puts (cost: $25,900)
    40     $ 18,940       0.01 %
    Futures contracts
                       
      Agriculture
    1,286       4,294,379       2.49  
      Currency
    1,606       4,873,370       2.83  
      Energy
    430       934,746       0.54  
      Index
    1,126       635,923       0.37  
      Interest
    232       26,996       0.02  
      Metals
    332       2,474,318       1.44  
    Forward currency contracts
                       
      Forwards
            (84,205 )     (0.05 )
Foreign
                       
   Futures contracts
                       
      Agriculture
    79       43,733       0.02  
      Index
    860       441,322       0.26  
      Interest
    1,040       79,363       0.05  
      Metals
    356       3,377,605       1.96  
    Forward currency contracts
                       
      Forwards
            4,931       0.00  
                         
Total long positions
            17,121,421       9.94  
                         
Short positions:
                       
   Domestic
                       
     Options on futures contracts
                       
       Index puts (proceeds: $47,800)
    40       (36,940 )     (0.02 )
     Futures contracts
                       
       Energy
    120       (288,770 )     (0.16 )
       Interest
    504       (269,321 )     (0.16 )
       Currency
    312       (576,444 )     (0.33 )
    Forward currency contracts
                       
      Forwards
            225,575       0.13  
    Foreign
                       
      Futures contracts
                       
        Index
    74       37,535       0.02  
        Interest
    696       (563,601 )     (0.33 )
        Metals
    155       (1,632,293 )     (0.95 )
        Currency
    91       16,888       0.01  
    Forward currency contracts
                       
     Forwards
            55,826       0.03  
Total short positions
            (3,031,545 )     (1.76 )
                         
Investments - at fair value
          $ 14,089,876       8.18 %
                         
                   
(Continued)
 

 
4

 
 

 
ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
           
(A Cayman Islands Exempted Limited Liability Company)
           
                   
CONDENSED SCHEDULE OF INVESTMENTS
           
DECEMBER 31, 2010
                 
(Expressed in U.S. Dollars)
                 
                   
    Fair Value     Percentage of
Shareholders' Equity
(Net Assets)
    % Ownership
of Fund
    Redemptions
Permitted
  Investment
Objective
 
Investment in
AlphaMosaic SPC -
Offshore Platform Cash
Account
 
                           $    102,000,867
 
                     59.21
%
                  17.49
%
daily
short-term liquid
investments
                   
               
(Concluded)
 
                   
See notes to financial statements.
               

 
5

 
 

ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
     
(A Cayman Islands Exempted Limited Liability Company)
     
       
STATEMENTS OF OPERATIONS (UNAUDITED)
     
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED)
   
(Expressed in U.S. dollars)
     
 
             
   
Three Months Ended
   
Three Months Ended
 
   
March 31, 2011
   
March 31, 2010
 
INVESTMENT INCOME
           
     Interest income
  $ 13,660     $ 16,945  
     Interest income - AlphaMosaic SPC - Offshore Platform Cash Account (Note 4)
    212,611       -  
                 
          Total income
    226,271       16,945  
                 
EXPENSES:
               
     Trading costs
    104,697       99,479  
     Cash Manager fee - AlphaMosaic SPC - Offshore Platform Cash Account (Note 4)
    19,738       -  
     Sponsor fee - AlphaMosaic SPC - Offshore Platform Cash Account (Note 4)
    117,832       -  
     Bank fees
    75       241  
                 
          Total expenses
    242,342       99,720  
                 
NET INVESTMENT INCOME/(LOSS)
    (16,071 )     (82,775 )
                 
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
         
                 
     Net realized gain/(loss) from:
               
          Investments
    17,038,318       3,184,665  
          Investment in AlphaMosaic SPC - Offshore Platform Cash Account (Note 4)
    (79,713 )     -  
          Foreign currency transactions
    227,954       (232,370 )
      17,186,559       2,952,295  
     Net increase/(decrease) in unrealized appreciation/(depreciation) on:
               
          Investments
    (6,092,969 )     10,490,028  
          Investment in AlphaMosaic SPC - Offshore Platform Cash Account (Note 4)
    15,979       -  
          Translation of assets and liabilities denominated in foreign currencies
    54,677       48,318  
      (6,022,313 )     10,538,346  
     Net realized and unrealized gain/(loss) on investments and foreign
               
     currency
    11,164,246       13,490,641  
                 
Net increase/(decrease) in net assets resulting from operations
  $ 11,148,175     $ 13,407,866  
                 
See notes to financial statements.
               

 
6

 


ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
     
(A Cayman Islands Exempted Limited Liability Company)
     
       
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
     
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
     
(Expressed in U.S. dollars)
     
   
2011
   
2010
 
Changes in net assets from operations:
           
  Net investment income/(loss)
  $ (16,071 )   $ (82,775 )
  Net realized gain/(loss) from investments and foreign currency transactions
    17,186,559       2,952,295  
  Net increase/(decrease) in unrealized appreciation/(depreciation) on
               
    investments and translation of assets and liabilities denominated in foreign currencies
    (6,022,313 )     10,538,346  
                 
  Net increase/(decrease) in net assets resulting from operations
    11,148,175       13,407,866  
                 
Changes in net assets from capital transactions:
               
  Proceeds from issuance of shares
    17,057,458       10,237,220  
  Redemptions of shares
    (17,600,149 )     (54,799,400 )
                 
   Net increase/(decrease) in net assets resulting from capital transactions
    (542,691 )     (44,562,180 )
                 
Increase/(decrease) in net assets
    10,605,484       (31,154,314 )
                 
NET ASSETS — Beginning of period
    172,267,319       131,061,733  
                 
NET ASSETS — End of period
  $ 182,872,803     $ 99,907,419  
                 
See notes to financial statements.
               

 
-7-

 


ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
(A Cayman Islands Exempted Limited Liability Company)
 
NOTES TO THE FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
 

1.  
ORGANIZATION AND STRUCTURE
 
AlphaMetrix WC Diversified Fund — MT0041 (the “Master Fund”) was incorporated on December 22, 2008 in the Cayman Islands as an exempted company with limited liability. The Master Fund was created to serve as the trading entity managed by Winton Capital Management Ltd. (the “Trading Advisor”) pursuant to its Diversified Program (the “Program”). The Program is systematically trading over numerous futures markets including grains, metals, softs, energies, meats, and financials. Trend-following in nature, the Trading Advisor’s system uses technical analysis to identify market trends. The strategy consists of a multiple of systems – four long-term models and one short-term model.
 
Pursuant to a Trading Agreement Assignment dated January 2, 2009 (the “Agreement”), all positions owned by AM Trading SPC MSP 41 Segregated Portfolio (the predecessor trading entity managed by the Trading Advisor) were assigned to the Master Fund. Positions were transferred (at their transfer date fair value and original cost) by the clearing brokers to the Master Fund on January 2, 2009. AM Trading SPC MSP 41 Segregated Portfolio was incorporated on October 10, 2005, in the Cayman Islands as a segregated portfolio company with limited liability and began trading October 1, 2007.
 
The Master Fund and other separately incorporated offshore investment vehicles (“Other Master Funds”), is one of the investment vehicles available under the AlphaMetrix Managed Account Platform (the “Platform”). The Master Fund and the Platform are sponsored by AlphaMetrix, LLC (the “Sponsor” or “AlphaMetrix”) as a means of making available to qualified high net-worth individuals and institutional investors (including fund of hedge funds) (“Investors”) a variety of third-party professional managed futures and foreign exchange advisors (“Advisors”). The Trading Advisor is not affiliated with the Sponsor.
 
AlphaMosaic (US) LLC, a Delaware Series Limited Liability Company (the “U.S. Platform”), and AlphaMosaic SPC, a Cayman Islands Segregated Portfolio Company (the “Offshore Platform”), serve as the feeder funds for the Platform and invest substantially all of the assets of their respective segregated portfolios (each a “Fund”) in the Master Fund or Other Master Funds. AlphaMosaic (US) LLC Cell No. 41 (“LLC41”), a separate series of the U.S. Platform and AlphaMosaic SPC SP 41 Segregated Portfolio (“SPC41”), a segregated portfolio of the Offshore Platform, each invest in the Master Fund. To the extent that any investor in LLC41 and SPC41 elects to invest below the maximum available funding factor applicable to the Master Fund, LLC41 and SPC41 invest in the AlphaMosaic US LLC - Platform Cash Account and AlphaMosaic SPC - Offshore Platform Cash Account (“OPCA”), respectively. The Master Fund also invests in the OPCA (see Note 4).
 
AlphaMetrix Managed Futures III LLC (AlphaMetrix WC Diversified Series), a Delaware Series Limited Liability Company (“AM III LLC”), and its two Sub-Series (B-0 and B-2), each a “Sub-Series”, also serves as a feeder fund and invests a portion of the assets of the Sub-Series in the Master Fund or Other Master Funds.
 
LLC41, SPC41, AM III LLC Sub-Series B-0, and AM III LLC Sub-Series B-2 are collectively hereafter referred to as the “Feeder Funds”.
 
 
 
-8-

 
 
 
Subscriptions and redemptions into the Feeder Funds and the corresponding transactions with the Master Fund are governed by the U.S Platform, Offshore Platform, and AlphaMetrix Managed Futures III LLC’s respective Confidential Offering Memorandum.
 
The Master Fund is managed by its Board of Directors (“Directors”). The Directors have delegated the day-to-day operations of the Master Fund to service providers, including the Sponsor and the Master Fund’s administrator. There are no service contracts, existing or proposed, between the Master Fund and any Director, aside from the fiduciary responsibility that each Director serves in fulfillment of his or her respective role as Director of the Master Fund.
 
The Sponsor was formed in May 2005 and its principal office is located in Chicago, Illinois. The Sponsor is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and commodity trading advisor, with the Securities and Exchange Commission (“SEC”) as a Registered Investment Advisor (“RIA”) and registered transfer agent (“RTA”), and is a member of the National Futures Association (“NFA”). With respect to the Master Fund, the Sponsor does not provide RIA or RTA services.
 
The Master Fund has appointed the Sponsor, under the terms of a trading management agreement (the “Trading Management Agreement”), to manage, with wide discretionary powers, the portfolio of the Master Fund. Under the Trading Management Agreement, the Directors have delegated to the Sponsor full authority in respect of all matters relating to the investment and portfolio management of the Master Fund.
 
Pursuant to the Trading Management Agreement, the Directors have also delegated to the Sponsor authority to select the administrator for the Master Fund. The Trading Management Agreement will continue and remain in force until terminated by either the Sponsor or the Master Fund upon not less than thirty (30) days’ prior written notice. In certain circumstances (for example, the insolvency of either party or in the event all trading for the Master Fund by the Trading Advisor is suspended), the Trading Management Agreement may be terminated immediately by either party.
 
The Master Fund and the Sponsor have entered into a contract (the “Trading Agreement”) with the Trading Advisor pursuant to which the Master Fund’s trading accounts are managed, subject to rights of termination, by the Trading Advisor in accordance with its Program. The Trading Advisor may alter its Program (including its trading systems and methods and including the addition and/or deletion of any financial interests or contracts traded in the Master Fund’s trading accounts), provided that the Trading Advisor provides prior notice to the Master Fund and the Sponsor of any material change to the Trading Advisor’s Program. From time to time, the Trading Advisor (or its affiliates) may manage additional accounts, and these accounts will increase the level of competition for the same trades desired for the Master Fund, including the priorities of order entry. There is no specific limit as to the number of accounts the Trading Advisor (or its affiliates) may manage. In addition, the positions of all of the accounts owned or controlled by the Platform’s Trading Advisors (or their affiliates) are aggregated for the purposes of applying speculative position limits. The management and incentive fees due to the Trading Advisor, in accordance with the Trading Agreement, are paid by the Sponsor who in turn receives management and incentive fees calculated, recorded and allocated to the Investors by the Feeder Funds in accordance with the U. S. Platform, Offshore Platform, and AlphaMetrix Managed Futures III LLC’s respective Confidential Offering Memorandum.
 

 
-9-

 

2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The accounting records of the Master Fund are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Following is a summary of significant accounting policies consistently followed in the preparation of the Master Fund’s financial statements.
 
Cash — The Master Fund holds various currencies at the clearing brokers, of which approximately $44,071,143 and $86,693,632 are held in United States dollars (“USD”) as of March 31, 2011 and March 31, 2010, respectively. The non-U.S. currencies fluctuate in value on a daily basis relative to the USD. On March 31, 2011, the Master Fund held positive currency positions of Australian Dollars, Canadian Dollars, Swiss Francs, Czech Koruna, Euros, British Pounds, Hong Kong Dollars, Japanese Yen, South Korean Won, New Zealand Dollars, Polish Zloty, Swedish Krona, Singapore Dollars, Turkish Lira, Taiwan Dollar, South African Rand, and USD, and negative currency positions in Hungarian Forint and Malaysian Ringgit. On March 31, 2010, the Master Fund held positive currency positions of Australian Dollars, Canadian Dollars, Swiss Francs, Euros, British Pounds, Hong Kong Dollars, Japanese Yen, South Korean Won, Swedish Krona, Singapore Dollars, South African Rand, and USD and a negative currency position in New Zealand Dollars. A portion of this cash is restricted cash required to meet maintenance margin requirements. Cash with the clearing brokers included restricted cash for margin requirements of $23,101,404 and $31,296,877 as of March 31, 2011 and 2010, respectively. This cash becomes unrestricted when the underlying positions to which it is applicable are liquidated.
 
Cash held in the commodity trading account at clearing brokers consists of either cash maintained in the custody of the brokers, a portion of which is required margin for open positions, or amounts due to/from the brokers for margin or unsettled trades. The Master Fund also holds cash in a non-interest bearing USD commercial bank account.
 
Depending on the Program and Investments traded, the Master Fund follows the following valuation and revenue recognition policies:
 
Valuation and Revenue Recognition
 
Futures and Options on Futures Contracts — Futures and options on futures contracts are recorded on the trade date. The difference between the original contract amount and the fair value of futures contracts purchased or sold is reflected as unrealized appreciation/(depreciation) on open contracts. Options on futures contracts are reflected in investments at fair value. The difference between the premiums paid or received on open options on futures contracts and fair value of such options is recorded as unrealized appreciation/(depreciation) on open contracts. The fair value of futures and options on futures contracts is based upon daily exchange settlement prices. The realized gain or loss is determined on the settlement of intraday trades first and then by the first-in-first-out (“FIFO”) method.
 
Forward Currency Contracts — Forward currency contracts are recorded on the trade date. The difference between the original contract amount and fair value of the open forward contract is reflected as unrealized appreciation/(depreciation) on open contracts. Realized gain or loss is recognized when the open contract is closed on its settlement date. Fair value of forward contracts is priced daily at closing and based on broker quotes received from interbank foreign currency markets.
 
 
 
 
-10-

 
 
Foreign Currency Transactions — The Master Fund’s financial statements are denominated in USD. However, foreign currency forward contracts, non-U.S. futures contracts, and non-U.S. options on futures contracts are denominated in currencies other than USD. Assets and liabilities and transactions denominated in currencies other than the USD are translated into USD at the rates in effect either at the close of business on the last business day of the reporting period or on the date of such transactions, respectively. The Master Fund does not separate that portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in the fair value of investments held on the Statements of Operations. Net realized foreign exchange gains or losses arise from the sales of foreign currencies and currency gains or losses realized between trade and settlement dates. Net unrealized foreign exchange gains and losses arise from changes in the fair value of assets and liabilities resulting from changes in exchange rates. Such fluctuations are included with the unrealized appreciation on open contracts, net. For the three months ended March 31, 2011 and 2010, the gain from translation was $54,677 and $48,318, respectively.
 
Investment in AlphaMosaic SPC - Offshore Platform Cash Account — The Master Fund’s investment in the OPCA is carried at fair value and represents the Master Fund’s pro rata interest in the net assets of the OPCA as of the close of business on the relevant valuation date. Substantially all of the assets of the OPCA are carried at fair value. At each valuation date, the OPCA’s income, expenses, net realized gain/(loss) and net increase/decrease in unrealized appreciation/(depreciation) are allocated to the Master Fund, based on the Master Fund’s pro rata interest in the net assets of the OPCA, and recorded in the Statements of Operations (See Note 4).
 
Trading Costs — Trading costs generally consists of brokerage commissions, brokerage fees, clearing fees, exchange and regulatory fees, and transaction and NFA fees. Fees vary by type of contract for each purchase and sale or sale and purchase (round turn) of futures, options on futures, and forward contracts. Commissions are paid on each individual purchase and sale transaction. Trading costs are allocated between the Feeder Funds, based upon ownership capital.
 
Interest Income/Expense — Interest income and expense is recognized on an accrual basis. 
 
Operating Costs — Operating costs consist of legal, compliance, regulatory, audit, tax, administration, and other costs. In accordance with each Feeder Fund’s respective Confidential Offering Memorandum, each Feeder Fund is responsible for and will bear its pro rata share of its corresponding Master Fund’s operating costs.
 
Income Taxes — The Master Fund follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC 740”), related to accounting for uncertainty in income taxes. ASC 740 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. For the three months ended March 31, 2011 and 2010, the Master Fund recognized no liability in connection with ASC 740. The Master Fund is subject to U.S. Federal, state and local or non-US income tax examinations by tax authorities for all tax years since inception.
 
No provision has been made in the accompanying financial statements for U.S. federal or state income taxes. As the Master Fund is a partnership for tax purposes, the Master Fund’s investors are
 
 
 
 
-11-

 
 
individually responsible for reporting income or loss based on each investor’s share of the Master Fund’s income and expenses as reported for income tax purposes.
 
Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
 
Indemnifications — The Sponsor and Directors are indemnified against certain liabilities arising out of the performance of their duties for the Master Fund. In addition, in the normal course of business, the Master Fund enters into contracts with vendors and others that provide for general indemnifications. The Master Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Master Fund. However, the Master Fund expects the risk of loss to be remote.
 
3.  
FAIR VALUE MEASUREMENTS AND DISCLOSURES
 
Fair Value Measurements and Disclosures — The Master Fund’s investments are stated at fair value in accordance with FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active market. Under ASC 820, fair value measurements are disclosed by level within that hierarchy, as follows:
 
Level 1 — Values for investments classified as Level 1 are based on unadjusted quoted prices for identical investments in an active market. Since valuations are based on quoted prices that are readily accessible at the measurement date, valuation of these investments does not entail a significant degree of judgment.
 
Level 2 — Values for investments classified as Level 2 are based on quoted prices for similar investments in an active or non-active markets for which all significant inputs are observable either directly or indirectly. Level 2 inputs may also include discounts related to restrictions on the investments.
 
Level 3 — Values for investments categorized as Level 3 are based on prices or valuation techniques that require inputs that are both significant to the fair value and unobservable, including valuations by the Sponsor or custodian in the absence of readily ascertainable market values.
 
In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”), which, among other things, amends ASC 820 to require entities to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e. to present such items on a gross basis rather than on a net basis), and which clarifies existing disclosure requirements provided by ASC 820 regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements (which are effective for fiscal years beginning after December 15,
 
 
 
 
-12-

 
 
 
2010, and for interim periods within those fiscal years). The adoption of ASU 2010-06 had no material impact on the financial statements or disclosures therein.
 
A description of the valuation methodologies applied to the Master Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows. Inputs that are used in determining fair value of an investment may include price information, credit data, volatility statistics, and other factors. These inputs can be either observable or unobservable. All of the inputs for the Master Fund are observable. The availability of observable inputs can vary between investments and is affected by various factors such as type of investment and the volume and level of activity for that investment or similar investments in the marketplace. The Master Fund uses prices and inputs that are observable and current as of the measurement date.
 
Exchange-traded derivative contracts that are actively traded are valued based on daily quoted settlement prices from the respective exchange and are categorized in Level 1 of the fair value hierarchy. Exchange-traded derivative contracts not actively traded and over-the-counter (“OTC”) derivative contracts can include futures contracts, option on futures contracts, forward contracts and option contracts whose values are based on an underlying such as interest rates, foreign currencies, credit standing of reference entities, equities or commodities. Such derivative contracts are valued using observable market data, including currency spot rates or quoted prices of the related underlying obtained from the applicable exchange or market. OTC derivative contracts are valued using the above described pricing methodology and are categorized as Level 2 within the fair value hierarchy.
 
There were no significant transfers between levels for the three months ended March 31, 2011 and 2010.
 
The inputs or methodologies used for valuing investments are not necessarily indicative of the risk associated with investing in those instruments.
 
The investment in AlphaMosaic SPC – Offshore Platform Cash Account is classified as Level 2 since it is fully redeemable as of March 31, 2011 at its net asset value (see Note 4).
 

 
-13-

 


         
Fair Value Measurements at Reporting Date Using
 
                         
         
Quoted Prices in
             
         
Active Markets for
   
Significant Other
   
Significant
 
   
Fair Value at
   
Identical Investments
   
Observable Inputs
   
Unobservable Inputs
 
Description  
March 31, 2011
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Assets
                       
                         
Investment In AlphaMosaic
SPC - Offshore Platform
Cash Account
  $ 122,950,863     $ -     $  122,950,863     $  -  
                                 
Options on futures contracts
                               
    Index
    4,787       4,787       -       -  
Futures contracts
                               
    Agriculture
    1,101,479       1,101,479       -       -  
    Currency
    2,352,444       2,352,444       -       -  
    Energy
    1,261,740       1,261,740       -       -  
    Index
    3,012,464       3,012,464       -       -  
    Interest
    1,045,062       1,045,062       -       -  
    Metals
    1,338,890       1,338,890       -       -  
                                 
Forward currency
                               
contracts
    234,472       -       234,472       -  
                                 
Total investment assets
                               
    at fair value
    133,302,201       10,116,866       123,185,335       -  
                                 
Liabilities
                               
    Options on futures contracts
                               
       Index
    (10,942 )     (10,942 )     -       -  
    Futures contracts
                               
       Agriculture
    (450,155 )     (450,155 )     -       -  
       Currency
    (168,206 )     (168,206 )     -       -  
       Energy
    (208,237 )     (208,237 )     -       -  
       Index
    (29,630 )     (29,630 )     -       -  
       Interest
    (338,757 )     (338,757 )     -       -  
       Metals
    (921,066 )     (921,066 )     -       -  
                                 
    Forward currency
                               
    contracts
    (230,838 )     -       (230,838 )     -  
                                 
Total investment liabilities
                               
    at fair value
    (2,357,831 )     (2,126,993 )     (230,838 )     -  
                                 
                                 
Total investment assets at fair value - net
  $  130,944,370     $ 7,989,873     $  122,954,497     $  -  

 
-14-

 


     
Fair Value Measurements at Reporting Date Using
               
     
Quoted Prices in
       
     
Active Markets for
 
Significant Other
 
Significant
 
Fair Value at
 
Identical Investments
 
Observable Inputs
 
Unobservable Inputs
Description
December 31, 2010
 
(Level 1)
 
(Level 2)
 
(Level 3)
Assets
             
               
Investment In AlphaMosaic SPC - Offshore Platform Cash Account
 $                                           102,000,867
 
 $                                                                          -
 
 $                                       102,000,867
 
 $                                                                      -
               
Options on futures contracts
             
Index
                     18,940
 
                         18,940
 
                             -
 
                                  -
Futures contracts
             
Agriculture
                4,338,112
 
                    4,338,112
 
                             -
 
                                  -
Currency
                4,890,258
 
                    4,890,258
 
                             -
 
                                  -
Energy
                   950,721
 
                       950,721
 
                             -
 
                                  -
Index
                1,566,934
 
                    1,566,934
 
                             -
 
                                  -
Interest
                   148,865
 
                       148,865
 
                             -
 
                                  -
Metals
                5,866,024
 
                    5,866,024
 
                             -
 
                                  -
               
Forward currency
             
contracts
                   329,962
 
                                   -
 
                  329,962
 
                                  -
               
Total investment assets
             
at fair value
            120,110,683
 
                  17,779,854
 
           102,330,829
 
                                  -
               
Liabilities
             
Options on futures contracts
             
Index
                    (36,940)
 
                       (36,940)
 
                             -
 
                                  -
Futures contracts
             
Agriculture
                               -
 
                                   -
 
                             -
 
                                  -
Currency
                  (576,444)
 
                     (576,444)
 
                             -
 
                                  -
Energy
                  (304,745)
 
                     (304,745)
 
                             -
 
                                  -
Index
                  (452,154)
 
                     (452,154)
 
                             -
 
                                  -
Interest
                  (875,428)
 
                     (875,428)
 
                             -
 
                                  -
Metals
               (1,646,394)
 
                  (1,646,394)
 
                             -
 
                                  -
               
Forward currency
             
contracts
                  (127,835)
 
                                   -
 
                (127,835)
 
                                  -
               
Total investment liabilities
             
    at fair value
               (4,019,940)
 
                  (3,892,105)
 
                (127,835)
 
                                  -
               
Total investment assets at
             
    fair value - net
 $                                           116,090,743
 
 $                                                         13,887,749
 
 $                                       102,202,994
 
 $                                                                      -

 
-15-

 


Derivative Instruments  The Master Fund discloses certain quantitative and qualitative matters relating to derivatives as prescribed by FASB ASC 815, Derivatives and Hedging (“ASC 815”). ASC 815 requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.
 
Pursuant to the Program, the Master Fund engages in the speculative trading of U.S. and foreign futures contracts, options on futures contracts, and forward currency contracts (collectively “derivatives”). These derivatives include both financial and non-financial contracts held as part of a diversified trading strategy. The Master Fund is exposed to both market risk, the risk arising from changes in the market value of the contracts, and credit risk with the clearing broker, the risk of failure by another party to perform according to the terms of a contract. Also, see discussion in Notes 1 and 6.
 
During the three months ended March 31, 2011, the Master Fund had net trading gain/(loss), including both realized and unrealized gains/(losses) in the following sectors:
 
Agriculture As of March 31, 2011, the Master Fund held 785 long agriculture contracts with a notional value of $34,806,042 and 216 short agriculture contracts with a notional value of $7,517,341. The Master Fund held positions in Canola, Cocoa, Coffee, Corn, Wheat, Soybeans, Sugar, Cattle, and Livestock.
 
Currency — As of March 31, 2011, the Master Fund held 1,808 long currency contracts with a notional value of $193,314,025, and 167 short contracts with a notional value of $1,672,821. The Master Fund held positions in Canadian Dollars, Euros, Swiss Francs, Japanese Yen, New Zealand Dollars, British Pounds, Australian Dollars, and Mexican Pesos.
 
Energy — As of March 31, 2011, the Master Fund held 510 long energy contracts with a notional value of $53,900,004, and 146 short contracts with a notional value of $9,143,644. The Master Fund held positions in Crude Oil, Gasoline, Heating Oil, Natural Gas, and Gas Oil.
 
Index — As of March 31, 2011, the Master Fund held 34 long index put options on futures contracts with an underlying notional value of $69,280, and 1,526 long futures contracts with a notional value of $108,821,515. The Master Fund also held 34 short index put options on futures contracts with an underlying notional value of $69,280 and 22 short futures contracts with a notional value of $262,504. The Master Fund held positions in the European, North American, and Asian index markets.
 
Interest —- As of March 31, 2011, the Master Fund held 1,478 long interest rate contracts with a notional value of $434,216,957, and 2,182 short contracts with a notional value of $469,585,932. The Master Fund held positions primarily in the North American and European interest rate markets.
 
Metals — As of March 31, 2011, the Master Fund held 642 long metal contracts with a notional value of $80,020,341, and 122 short contracts with a notional value of $12,659,005. The Master Fund held positions in Gold, Copper, Zinc, Nickel, Lead, Aluminum, Silver, Platinum, and Palladium.
 
Forward currency contracts — As of March 31, 2011, the Master Fund held long forward contracts with a notional value of $24,642,028, and short contracts with a notional value of $24,638,394. The Master Fund held positions in Brazilian Real, Czech Koruna, Hungarian Forint,
 
 
 
-16-

 
 
 
New Zealand Dollars, South African Rand, Australian Dollars, Norwegian Krone, Swedish Krone, Turkish Lira, Euros, and Polish Zloty.
 
During the year ended December 31, 2010, the Master Fund had net trading gain/(loss), including both realized and unrealized gains/(losses) in the following sectors:

Agriculture As of December 31, 2010, the Master Fund held 1,365 long agriculture contracts with a notional value of $56,737,554. The Master Fund held positions in Canola, Cocoa, Coffee, Corn, Wheat, Soybeans, Sugar, Cattle, and Hogs.
 
Currency As of December 31, 2010, the Master Fund held 1,606 long currency contracts with a notional value of $147,393,480, and 403 short contracts with a notional value of $49,418,883. The Master Fund held positions in Canadian Dollars, Euros, Japanese Yen, New Zealand Dollars, British Pounds, Australian Dollars, Mexican Pesos, and USD.
 
Energy As of December 31, 2010, the Master Fund held 430 long energy contracts with a notional value of $40,353,047, and 120 short contracts with a notional value of $6,187,880. The Master Fund held positions in Crude Oil, Gasoline, Heating Oil, Natural Gas, and Gas Oil.
 
Index As of December 31, 2010, the Master Fund held 40 long index put options on futures contracts with an underlying notional value of $4,999,960, and 1,986 long futures contracts with a notional value of $134,444,802. The Master Fund also held 40 short index put options on futures contracts with an underlying notional value of $4,999,960 and 74 short futures contracts with a notional value of $1,036,023. The Master Fund held positions in the European, North American, and Asian index markets.
 
Interest - As of December 31, 2010, the Master Fund held 1,272 long interest rate contracts with a notional value of $320,992,111, and 1,200 short contracts with a notional value of $286,851,140. The Master Fund held positions primarily in the North American and European interest rate markets.
 
Metals As of December 31, 2010, the Master Fund held 688 long metal contracts with a notional value of $90,626,964, and 155 short contracts with a notional value of $20,453,028. The Master Fund held positions in Gold, Copper, Zinc, Nickel, Lead, Aluminum, Silver, and Palladium.
 
Forward currency contracts As of December 31, 2010, the Master Fund held long forward contracts with a notional value of $14,576,177, and short contracts with a notional value of $14,374,050. The Master Fund held positions in Brazilian Real, Czech Koruna, Hungarian Forint, New Zealand Dollars, South African Rand, Australian Dollars, Norwegian Krone, Swedish Krone, Turkish Lira, Euros, and Polish Zloty.
 
During the three months ended March 31, 2011, the Master Fund participated in 96,225 transactions. During the year ended December 31, 2010, the Master Fund participated in 363,124 transactions.
 
The following table presents the fair value of open derivative contracts as an asset derivative if in a gain position and a liability derivative if in a loss position. Fair value is presented on a gross basis in the table below even though the derivative contracts are subject to master netting agreements and quality for net presentation in the Statements of Financial Condition in accordance with ASC 815.
 

 
-17-

 


       
 
March 31, 2011
       
Asset
Derivatives
Fair
Value*
   
Liability
Derivatives
Fair
Value*
             
Options on futures contracts
       
       Index
     
 $                                                           4,787
 
 $                                                      (10,942)
Futures contracts
         
       Agriculture
     
            1,101,479
 
             (450,155)
       Currency
     
            2,352,444
 
             (168,206)
       Energy
     
            1,261,740
 
             (208,237)
       Index
     
            3,012,464
 
               (29,630)
       Interest
     
            1,045,062
 
             (338,757)
       Metals
     
            1,338,890
 
             (921,066)
Forward currency
   
               234,472
 
             (230,838)
             
Total derivatives not designated as
       
hedging instruments under ASC 815
 
 $                                                  10,351,338
 
 $                                                 (2,357,831)
             
*Located in unrealized appreciation/(depreciation) on open contracts, net in the Statement of Financial Condition.
             
 
 

       
 
             
 
December 31, 2010
       
Asset
Derivatives Fair
Value*
   
Liability
Derivatives Fair
Value*
Options on futures contracts
       
       Index
     
 $                                                         18,940
 
 $                                                      (36,940)
Futures contracts
         
       Agriculture
     
            4,338,112
 
                          -
       Currency
     
            4,890,258
 
             (576,444)
       Energy
     
               950,721
 
             (304,745)
       Index
     
            1,566,934
 
             (452,154)
       Interest
     
               148,865
 
             (875,428)
       Metals
     
            5,866,024
 
          (1,646,394)
Forward currency
   
               329,962
 
             (127,835)
             
Total derivatives not designated as
       
hedging instruments under ASC 815
 
 $                                                  18,109,816
 
 $                                                 (4,019,940)
             
*Located in unrealized appreciation/(depreciation) on open contracts, net in the Statement of Financial Condition.
             

 
-18-

 
 

 
The effect of trading derivative contracts on the Statements of Operations for the three months ended March 31, 2011 is detailed below:
 
     
Net Trading
Gain/(Loss)*
       
Futures option contracts:
 
 
Index
 
 $                                                       56,265
Futures contracts:
   
 
Agriculture
 
                 2,320,370
 
Currency
 
                  (789,760)
 
Energy
 
                 7,002,782
 
Index
 
                 2,826,767
 
Interest
 
               (2,057,610)
 
Metals
 
                 1,395,306
Total futures contracts:
 
               10,754,120
       
Forward currency contracts:
                    191,229
       
Total net trading gain/(loss)
 $                                                10,945,349
         
 
* Includes both realized of $17,038,318 and unrealized of ($6,092,969) gains/(losses) and is located in Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency in the Statement of Operations.  Amounts exclude foreign currency transactions and translation.
 
     
Net Trading
Gain/(Loss)*
       
Futures option contracts:
 
 
Index
 
 $                                               32,798
Futures contracts:
   
 
Agriculture
 
                 1,564,837
 
Currency
 
                 4,696,075
 
Energy
 
                    246,754
 
Index
 
                 1,304,818
 
Interest
 
                 4,606,294
 
Metals
 
                 1,210,467
Total futures contracts:
 
               13,662,043
       
Forward currency contracts:
                      12,650
       
Total net trading gain/(loss)
 $                                        13,674,693
 
* Includes both realized of ($3,184,665) and unrealized of ($10,490,028) gains/(losses) and is located in Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency in the Statement of Operations.  Amounts exclude foreign currency transactions and translation.


 
-19-

 

4.  
INVESTMENT IN ALPHAMOSAIC SPC - OFFSHORE PLATFORM CASH ACCOUNT
 
As a means of efficient and effective cash management, the Master Fund invests in OPCA. The OPCA is a related-party vehicle maintained by the Sponsor within the Offshore Platform that strategically manages cash utilizing highly liquid investments with only the highest credit ratings. The OPCA’s investments are carried at fair value and are readily convertible to cash upon demand. The Sponsor maintains the OPCA with one or more custodians (each, a “Cash Custodian”), and the OPCA is managed by one or more third-party cash managers (each, a “Cash Manager”) which may include the Sponsor, the Cash Custodian and/or any of their respective affiliates. Subscriptions and redemptions into/out of the OPCA can be done daily. At March 31, 2011 and December 31, 2010, the Cash Custodian is JP Morgan Chase Bank and the Cash Manager is Horizon Cash Management L.L.C.
 
Irrespective of the actual investments made by the OPCA at the direction of the Cash Manager, for the Master Fund’s investment in the OPCA, the OPCA will credit the Master Fund with interest in an amount equal to the lower of (i) 90% of the 3-month U.S. Treasury Bill rate, or (ii) the Master Fund’s pro rata share of the amount of the actual return earned by the OPCA. The Sponsor fee is equal to the net of interest income earned by the OPCA that is greater than 90% of the 3-month U.S. Treasury Bill rate. The Cash Manager charges an annual management fee of not greater than 0.09% (depending on the amounts of assets under management), payable monthly, computed daily on the assets under its management. All income and expenses are allocated pro rata to the investors in the OPCA.
 
The OPCA is exposed to counter-party risk. To mitigate this risk, the Sponsor has established that the OPCA’s assets be invested in highly liquid investments with only the highest credit ratings and maintained by a separate third party Cash Custodian under the terms of a written custody agreement, such that the OPCA assets are maintained in a separate segregated account with the Cash Custodian. Further, while the OPCA investments are made at the discretion of the Cash Manager in accordance with the terms of a written cash management agreement, the custody of the investments at all times remains with the Cash Custodian. Investment activity by the Cash Manager is monitored on a daily basis by the AlphaMetrix, LLC Risk Group to ensure that the investments are within the parameters of the cash management agreement. The OPCA investments are reconciled daily between the Cash Custodian’s statement and the Cash Manager’s statement.
 
The Master Fund’s investment in the OPCA also exposes the Master Fund to credit risk which is limited to the Master Fund’s investment in the OPCA.
 
With respect to the OPCA investments at March 31, 2011, none were greater than 5% of OPCA’s net asset, and all of the issuers were domiciled in the United States. There was no concentration with a single issuer that exceeded 5%. None of the Master Fund’s pro-rata share of each of the OPCA investments or issuers thereof were greater than 5% of the Master Fund’s net assets.
 
The following is a summary of the OPCA investments at March 31, 2011. All percentages are in relation to the net assets of the OPCA. All investments are long positions. The maturities of these investments range from April 2011 to August 2012.
 

 
-20-

 


 
% of OPCA
 
Types of Investments
Net Assets
 
     Corporate Bonds
              1.27
%
     U.S. Government Sponsored Enterprises
              4.72
 
     Short-Term Commerical Paper
            92.66
 
     
            Total
            98.65
%
     
 
At March 31, 2011, various industries were represented within the OPCA of which the following industries exceeded 5% of the net asset value of the OPCA: Banks 9.52%, Food & Staples 6.03%, U.S. Government Sponsored Enterprises 8.99%, Healthcare & Equipment 8.22%, Insurance 9.21%, and Utilities 16.42%.
 
With respect to the OPCA investments at December 31, 2010, none were greater than 5% of OPCA’s net asset, and all of the issuers were domiciled in the United States. There was no concentration with a single issuer that exceeded 5% except for Federal Home Loan Mortgage Corporation (“FHLMC”) which was 5.31% and consisted of Federal Home Loan Mortgage Corporation debt securities, $20 million par value, 0.5%, due 4/20/2012 and Freddie Mac notes, $11 million par value, 0.85%, due 12/14/2012. None of the Master Fund’s pro rata share of each of the OPCA investments or issuers thereof were greater than 5% of the Master Fund’s net assets.
 
The following is a summary of the OPCA investments at December 31, 2010. All percentages are in relation to the net assets of the OPCA. All investments are long positions. The maturities of these investments range from January 2011 to December 2012.
 
 
% of OPCA
 
Types of Investments
Net Assets
 
      Corporate Bonds
              4.50
%
      U.S. Government Sponsored Enterprises
            13.63
 
      Short-Term Commerical Paper
            86.13
 
     
            Total
          104.26
%
 

At December 31, 2010, various industries were represented within the OPCA of which the following industries exceeded 5% of the net asset value of the OPCA: Autos & Components 6.21%, Commercial & Professional Services 7.19%, Diversified Financials 7.49%, Energy 21.89%, U.S. Government Sponsored Enterprises 13.63%, Healthcare & Equipment 8.49%, Insurance 7.11%, and Utilities 19.36%.
 
5.  
ALLOCATION OF MASTER FUND’S INCOME AND GAINS AND LOSSES
 
Profits and losses of the Master Fund are allocated pro-rata among the participating shareholders (Feeder Funds) holding interests in the Master Fund.
 
6.  
DERIVATIVE FINANCIAL INSTRUMENTS
 
Derivative financial instruments speculatively traded by the Master Fund can include U.S. and foreign futures and options on futures contracts and forward currency contracts (collectively, “derivatives”) whose values are based upon an underlying asset, indices, or reference rates, and generally represent future commitments to exchange cash flows, or to purchase or sell other financial instruments at specified future dates. A derivative contract may be traded on an exchange
 
 
 
 
-21-

 
 
or over the counter (“OTC”). Exchange-traded derivatives are standardized and include futures and option on futures contracts. OTC derivative contracts are negotiated between contracting parties and include forward currency contracts and certain options. Derivatives are subject to various risks similar to those related to the underlying financial instruments including market and credit risks.
 
Market risk is the potential for changes in the value of derivatives due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity and security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The market risk of the Master Fund is managed by the underlying Trading Advisor according to its Program. The Master Fund is exposed to a market risk equal to the notional contract value of the derivatives contracts purchased and unlimited liability on such contracts sold short.
 
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk due to exchange traded financial instruments is significantly reduced by the regulatory requirements of the individual exchanges on which the instruments are traded. At any point in time, the credit risk for OTC derivatives is limited to the net unrealized gain for each counterparty for which a netting agreement exists, if any. In a similar fashion, liabilities represent net amounts owed to counterparties. This netting basis is executed across products and cash collateral when these provisions are specified in the netting agreement. Unrealized gains on OTC derivative contracts due from the Master Fund’s OTC counterparties at March 31, 2011 and December 31, 2010 is reflected in the ASC 815 disclosures in Note 3.
 
Purchase and sale of futures contracts requires margin deposits with the broker. Additional deposits may be necessary for any loss on contract value. The U.S. Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker’s segregation requirements. In the event of a broker’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited.
 
The Master Fund trades forward currency contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward currency contracts are generally greater than those associated with exchange traded contracts because of the greater risk of counterparty default. Additionally, the trading of forward currency contracts typically involves delayed cash settlement.
 
The Master Fund has a substantial portion of its assets on deposit with counterparties. In the event of a counterparty’s insolvency, recovery of the Master Fund’s assets on deposit may be limited to account insurance or other protection afforded such deposits.
 
To evaluate and monitor counterparty risk for each counterparty, the AlphaMetrix Risk Department initially evaluates the credit ratings from the major agencies: Moody’s, Standard & Poor’s and Fitch Ratings. Credit ratings and outlooks are monitored daily for downgrades whereby an investigation is initiated upon an adverse occurrence. Further, any large decline in the daily stock price also triggers an investigation. Lastly, quarterly reports on
earnings and future outlooks from counterparties are reviewed and analyzed for unfavorable results by the AlphaMetrix Risk Department.
 
 
 
-22-

 
 
 
 
7.  
RELATED PARTIES
 
AlphaMetrix Alternative Investment Advisors, LLC (“AlphaMetrix AIA”), an independent research affiliate of the Sponsor, was formed in August 2007. AlphaMetrix AIA is a registered CFTC commodity trading advisor and member of the NFA. AlphaMetrix AIA is responsible for the initial due diligence of the Trading Advisors that are being considered for the Platform. While AlphaMetrix AIA conducts due diligence and recommends Trading Advisors for the Platform, the Sponsor is ultimately responsible for the selection of all Trading Advisors to be added to the Platform. Currently, AlphaMetrix AIA receives no direct compensation for the services provided.
 
AlphaMetrix360 Cayman, LLC (“AlphaMetrix360 Cayman”), an affiliate of the Sponsor, serves as administrator for the Master Fund.
 
8.  
CAPITAL STRUCTURE
 
The Share capital of the Master Fund is US$50,000 divided into (i) 2 voting, non-participating management shares of a nominal or par value of US$1.00 each and (ii) 4,999,800 non-voting, participating portfolio shares each being a non-voting share each of a nominal or par value of US$0.01 each. Subscriptions and redemptions into the Master Fund are transacted at the current net asset value at the time of the subscription or redemption.
 
The analysis of changes in shares (rounded to the nearest whole share) for the three months ended March 31, 2011 and 2010 is as follows:
 
   
2011
 
2010
         
             Shares outstanding — Beginning of Period
 
     83,286
 
       95,584
         
             Shares subscribed
 
       8,107
 
         7,921
             Shares redeemed
 
      (8,086)
 
     (38,886)
         
             Shares outstanding — End of Period
 
     83,307
 
       64,619
         
 

9.  
FINANCIAL HIGHLIGHTS
 
Financial highlights of the Master Fund for the three months ended March 31, 2011 and 2010, are presented in the table below. The information has been derived from information presented in the financial statements.
 
Regarding the information shown in the table below:
 
•  
Per share operating performance is computed based upon either actual number of shares outstanding at the beginning and end of the period or the weighted-average net shares for the three months ended March 31, 2011 and 2010. Weighted average shares are computed using the month-end and mid-month shares outstanding.
 
•  
Total return is calculated as the change in the net asset value per share for the three months ended March 31, 2011 and 2010, and is not annualized.
 
•  
The net investment loss and total expense ratios are computed based upon the weighted average net assets for the three months ended March 31, 2011 and 2010, and are annualized. Weighted average net assets are computed using the average of month-end and mid-month net assets.
 
 
 
-23-

 
 
 
An individual shareholder’s total return and ratios may vary from those below based on the timing of capital transactions.

   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
March 31, 2011
   
March 31, 2010
 
Net asset value — Beginning of Period
  $ 2,068.38     $ 1,371.17  
 
               
  Per share data (for a share outstanding throughout the period):
               
    Net investment loss
    (0.19 )     (1.06 )
    Total realized and unrealized gain on investments
    126.98       176.00  
                 
           Total from investment operations
    126.79       174.94  
                 
Net asset value — End of Period
  $ 2,195.17     $ 1,546.11  
                 
Ratio to average net assets:
               
  Net investment loss
    (0.04 )%     (0.31 )%
  Total expenses
    0.54 %     0.37 %
 
               
Total return
    6.13 %     12.76 %
 

10.  
SUBSEQUENT EVENTS
 
In accordance with FASB ASC 855, Subsequent Events, the Sponsor has evaluated all subsequent events requiring recognition and disclosure in the Master Fund’s financial statements through March 4, 2011, the date the financial statements were available for issuance. The Sponsor has determined that except for the matters discussed in the following paragraph, there are no material events that would require recognition or disclosure in the Master Fund’s financial statements through this date.
 
Between April 1, 2011 and May 13, 2011, the Master Fund has subscriptions of $3,195,391 and redemptions of $112,083,527, exclusive of any capital activity accrued as of March 31, 2011.
 

 
******
 
 
 
-24-

 
 

 
ALPHAMETRIX WC DIVERSIFIED FUND — MT0041
(A Cayman Islands Exempted Limited Liability Company)
 
OATH OF AFFIRMATION OF THE COMMODITY POOL OPERATOR
 
To the best of the knowledge and belief of the undersigned, the information contained in the annual report for the three months ended March 31, 2011 and 2010 (unaudited), is accurate and complete.
 
 

 
/s/ Aleks Kins                                                               
Aleks Kins, President and Chief Executive Officer
AlphaMetrix, LLC — Sponsor
 
 
-25-