EX-99.3 8 d446320dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

To the Non-Managing Members of

CMF Drakewood Master Fund LLC

To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.

 

  LOGO
By:     Patrick T. Egan
  President and Director
  Ceres Managed Futures LLC
  Trading Manager,
  CMF Drakewood Master Fund LLC

Ceres Managed Futures LLC

522 Fifth Avenue

New York, NY 10036

(855) 672-4468


LOGO

Report of Independent Registered Public Accounting Firm

To the Managing Member of CMF Drakewood Master Fund LLC,

Opinion on the Financial Statements

We have audited the accompanying statement of financial condition of CMF Drakewood Master Fund LLC (the “Trading Company”), including the condensed schedule of investments, as of December 31, 2022, the related statements of income and expenses, and changes in members’ capital for the period from May 1, 2022 (commencement of operations) through December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trading Company at December 31, 2022, and the results of its operations and changes in its members’ capital for the period from May 1, 2022 (commencement of operations) through December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022, by correspondence with the custodian and brokers. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

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

 

LOGO

We have served as the auditor of the Trading Company since 2022.

Boston, MA

March 17, 2023


CMF Drakewood Master Fund LLC

Statement of Financial Condition

December 31, 2022

 

         December 31,    
2022

Assets:

  

Equity in trading account:

  

Unrestricted cash (Note 2e)

     $ 30,034,294  

Restricted cash (Note 2e)

     9,105,106  

Net unrealized appreciation on open forward contracts

     5,445,715  

Options purchased, at fair value (premiums paid $782,652 at December 31, 2022)

     810,557  
  

 

 

 

Total equity in trading account

     45,395,672  
  

 

 

 

Total assets

     $ 45,395,672  
  

 

 

 

Liabilities and Members’ Capital:

  

Liabilities:

  

Net unrealized depreciation on open futures contracts

     $ 1,118,121  

Options written, at fair value (premiums received $819,197 at December 31, 2022

     595,564  

Accrued expenses:

  

Professional fees

     68,001  

Redemptions payable (Note 8c)

     116,597  
  

 

 

 

Total liabilities

     1,898,283  
  

 

 

 

Members’ Capital:

  

Managing Member

     -      

Non-Managing Members

     43,497,389  
  

 

 

 

Total Members’ capital (net asset value)

     43,497,389  
  

 

 

 

Total liabilities and Members’ capital

     $ 45,395,672  
  

 

 

 

 

See accompanying notes to financial statements.


CMF Drakewood Master Fund LLC

Condensed Schedule of Investments

December 31, 2022

 

     Notional ($)/
Number
 of Contracts 
           Fair Value          % of Members’ 
Capital
 

Futures Contracts Purchased

       

Metals

     714        $ 629,208       1.45   
     

 

 

 

 

 

 

 

Total futures contracts purchased

        629,208       1.45     
     

 

 

 

 

 

 

 

Futures Contracts Sold

       

Currencies

     62        (140,689     (0.32)    

Metals

       

SGX IRON ORE 62%; Mar 23

     318        (676,844     (1.56)    

SGX IRON ORE 62%; Feb 23

     168        (542,411     (1.25)    

Other

     175        (387,385     (0.89)    
     

 

 

 

 

 

 

 

Total futures contracts sold

        (1,747,329     (4.02)    
     

 

 

 

 

 

 

 

Net unrealized depreciation on open futures contracts

        $ (1,118,121     (2.57)  
     

 

 

 

 

 

 

 

Unrealized Appreciation on Open Forward Contracts

       

Metals

       

LME COPPER FUTURE; Dec 23

     $ 28,736,055        2,665,082       6.13     

LME NICKEL FUTURE; Dec 23

     17,359,780        1,706,070       3.92     

LME NICKEL FORWARD; Sep 22

     11,710,663        1,206,569       2.77     

LME COPPER FUTURE; Dec 24

     13,800,831        1,103,795       2.54     

LME NICKEL FUTURE; Dec 24

     3,203,555        804,757       1.85     

LME COPPER FUTURE; Jan 23

     12,047,740        538,793       1.24     

Other

     109,794,250        6,411,658       14.74     
     

 

 

 

 

 

 

 

Total unrealized appreciation on open forward contracts

        14,436,724       33.19     
     

 

 

 

 

 

 

 

Unrealized Depreciation on Open Forward Contracts

       

Metals

       

LME COPPER FUTURE; Dec 23

     $ 9,767,200        (800,451     (1.84)    

LME NICKEL FUTURE; Dec 24

     9,147,934        (777,410     (1.79)    

LME NICKEL FUTURE; Dec 23

     5,054,787        (672,571     (1.55)    

LME NICKEL FUTURE; Dec 25

     2,705,257        (439,895     (1.01)    

Other

     116,001,784        (6,300,682     (14.48)    
     

 

 

 

 

 

 

 

Total unrealized depreciation on open forward contracts

        (8,991,009     (20.67)    
     

 

 

 

 

 

 

 

Net unrealized appreciation on open forward contracts

        $ 5,445,715       12.52   
     

 

 

 

 

 

 

 

Options Purchased

       

Calls

       

Metals

     233        $ 766,907       1.76     

Puts

       

Metals

     40        43,650       0.10     
     

 

 

 

 

 

 

 

Total options purchased (premiums paid $782,652)

        $ 810,557       1.86   
     

 

 

 

 

 

 

 

Options Written

       

Calls

       

Metals

     239        $ (425,847     (0.98)    

Puts

       

Metals

     110        (169,717     (0.39)    
     

 

 

 

 

 

 

 

Total options written (premiums received $819,197)

        $ (595,564     (1.37)  
     

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.


CMF Drakewood Master Fund LLC

Statement of Income and Expenses

For the period from May 1, 2022 (commencement of operations) to December 31, 2022

 

             2022        

Investment Income:

  

Interest income

     $ 476,902  
  

 

 

 

Expenses:

  

Brokerage, clearing and transaction fees (Note 2h)

     112,333  

Professional and other fees

     68,053  
  

 

 

 

Total expenses

     180,386  
  

 

 

 

Net investment income (loss)

     296,516  
  

 

 

 

Trading Results:

  

Net gains (losses) on trading of commodity interests:

  

Net realized gains (losses) on closed contracts

     (5,686,996

Net change in unrealized gains (losses) on open contracts

     4,579,132  
  

 

 

 

Total trading results

     (1,107,864
  

 

 

 

Net income (loss)

     $           (811,348
  

 

 

 

 

See accompanying notes to financial statements.


CMF Drakewood Master Fund LLC

Statement of Changes in Members’ Capital

For the period from May 1, 2022 (commencement of operations) to December 31, 2022

 

         Managing    
Member
       Non-Managing  
Members
          Total        

Members’ Capital, May 1, 2022

     $ -            $ -           $ -      

Capital contributions - Non-Managing Members

     -            45,300,000       45,300,000  

Capital withdrawals - Non-Managing Members

     -            (514,361     (514,361

Distribution of interest income to feeder funds

     -            (476,902     (476,902

Net income (loss)

     -            (811,348     (811,348
  

 

 

    

 

 

 

 

 

 

 

Members’ Capital, December 31, 2022

     $ -            $     43,497,389       $     43,497,389  
  

 

 

    

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

1.

Organization:

CMF Drakewood Master Fund LLC (the “Trading Company”) was formed on July 8, 2021, as a Delaware limited liability company under the Delaware Limited Liability Company Act (the “Act”), to engage in the speculative trading of commodities, domestic and foreign futures contracts, forward contracts, foreign exchange commitments, options on physical commodities and on futures contracts, spot (cash) commodities and currencies, exchange of futures contracts for physicals transactions, exchange of physicals for futures contracts transactions, and any rights pertaining thereto (collectively, “Futures Interests”) (refer to Note 4, “Financial Instruments”). The Trading Manager (as defined below) may also determine to invest up to all of the Trading Company’s assets in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. The Trading Company commenced operations on May 1, 2022.

Ceres Managed Futures LLC (“Ceres”, the “Managing Member” or the “Trading Manager”) is the trading manager and the managing member of the Trading Company. Ceres is a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

Ceres has retained Drakewood Capital Management Limited (“Drakewood” or the “Advisor”) to trade Futures Interests on behalf of the Trading Company. Each member (each investor in the Trading Company, a “Member”) invests its assets in the Trading Company, which allocates substantially all of its assets in the trading program of Drakewood, an unaffiliated commodity trading advisor registered with the Commodity Futures Trading Commission (“CFTC”), which makes investment decisions for the Trading Company. As of December 31, 2022, Ceres Orion L.P. (“Orion”) (a New York limited partnership) and Ceres Tactical Commodity L.P. (“Tactical Commodity”) (a New York limited partnership) were the Members of the Trading Company and owned approximately 68.2% and 31.8% of the Trading Company, respectively.

The clearing commodity broker for the Trading Company is Morgan Stanley & Co. LLC (“MS&Co.”). MS&Co. also acts as the counterparty on the trading of foreign currency forward contracts. MS&Co. is a wholly-owned subsidiary of Morgan Stanley.

The Trading Manager has delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Trading Company.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

2.

Basis of Presentation and Summary of Significant Accounting Policies:

 

  a.

Use of Estimates. The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Trading Manager to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates, and those differences could be material.

 

  b.

Statement of Cash Flows. The Trading Company has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification (“ASC”) 230, “Statement of Cash Flows.” The Statements of Changes in Members’ Capital are included herein. As of December 31, 2022 and for the period from May 1, 2022 (commencement of operations) to December 31, 2022, the Trading Company carried no debt and all of the Trading Company’s investments were carried at fair value and classified as Level 1 or Level 2 measurements.

 

  c.

Trading Company’s Investments. All Futures Interests held by the Trading Company, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The Futures Interests are recorded on trade date and open contracts are recorded at fair value (as described in Note 6, “Fair Value Measurements”) at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method. Unrealized gains or losses on open contracts are included as a component of equity in trading account in the Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Statements of Income and Expenses.

 

  d.

Foreign Currency Transactions and Translation. The Trading Company’s functional currency is the U.S. dollar; however, the Trading Company may transact business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rate in effect at the date of the Statements of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rate in effect during the period. The effects of changes in foreign currency exchange rates on investments are not segregated in the Statements of Income and Expenses from the changes in market price of those investments, but are included in net realized gains (losses) on closed contracts and net change in unrealized gains (losses) on open contracts in the Statements of Income and Expenses.

 

  e.

Restricted and Unrestricted Cash. The cash held by the Trading Company available for trading in Futures Interests is on deposit in a commodity brokerage account with MS&Co. The Trading Company’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At December 31, 2022, the amount of cash held for margin requirements was $9,105,106.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

  f.

Income Taxes. Income taxes have not been recorded as each Member is individually liable for the taxes, if any, on its share of the Trading Company’s income and expenses. The Trading Company follows the guidance of ASC 740, “Income Taxes,” which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Trading Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the more-likely- than-not threshold would be recorded as a tax benefit or liability in the Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Statements of Income and Expenses in the years in which the position is claimed or expected to be claimed. The Trading Manager has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Trading Company files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. All periods since inception remain subject to examination by U.S. federal and most state tax authorities.

 

  g.

Investment Company Status The Trading Company has been deemed to be an investment company since inception. Accordingly, the Trading Company follows the investment company accounting and reporting guidance of Accounting Standards Update 2013-08,Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.

 

  h.

Brokerage, Clearing and Transaction Fees. The Trading Company accrues and pays brokerage, clearing and transaction fees to MS&Co. Brokerage fees are paid as they are incurred on a half-turn basis at 100% of the rates that MS&Co. charges retail commodity customers and parties that are not clearinghouse members. In addition, the Trading Company pays transaction and clearing fees as they are incurred.

 

  i.

Equity in Trading Account. The Trading Company’s asset “Equity in trading account,” reflected in the Statements of Financial Condition, consists of (a) cash on deposit in the commodity brokerage account with MS&Co., a portion of which is used as margin for trading, (b) net unrealized appreciation on open futures and forward contracts, if any, which are at fair value and calculated as the difference between the original contract value and fair value, as applicable, (c) options purchased, at fair value, if any and (d) U.S. Treasury bills, at fair value, if any.

The Trading Company, in its normal course of business, enters into various contracts with MS&Co. acting as its commodity broker. Pursuant to the brokerage agreement with MS&Co., to the extent that such trading results in unrealized gains or losses, these amounts are offset for the Trading Company and are reported on a net basis in the Statements of Financial Condition.

The Trading Company has offset its unrealized gains or losses on forward contracts executed with the same counterparty as allowable under the terms of its master netting agreement with MS&Co. as the counterparty on such contracts. The Trading Company has consistently applied its right to offset.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

  j.

Dissolution of the Trading Company. The Trading Company shall be dissolved upon the first of the following events to occur:

 

  (1)

The sole determination of Ceres;

 

  (2)

The written consent of the Members holding not less than a majority interest in capital with or without cause; or

 

  (3)

The occurrence of any other event that causes the dissolution of the limited liability company under the Act.

 

3.

Advisor:

Ceres has retained Drakewood to make all trading decisions for the Trading Company.

Fees are paid to Drakewood directly by the Members in accordance with the compensation provisions of the relevant management agreements between each Member and Drakewood.

 

4.

Financial Instruments:

The Advisor trades Futures Interests on behalf of the Trading Company. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price. The fair value of an exchange- traded contract is based on the settlement price quoted by the exchange on the day with respect to which fair value is being determined. If an exchange-traded contract could not have been liquidated on such day due to the operation of daily limits or other rules of the exchange, the settlement price will be equal to the settlement price on the first subsequent day on which the contract could be liquidated. Futures Interests are fair valued as discussed in Note 6, “Fair Value Measurements.”

The Trading Company’s contracts are accounted for on a trade-date basis. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method.

 

5.

Trading Activities:

The Trading Company’s objective is to profit from speculative trading in Futures Interests. Therefore, the Advisor for the Trading Company will take speculative positions in Futures Interests where it feels the best profit opportunities exist for its trading strategy. As such, the average number of contracts outstanding in absolute quantity (the total of the open long and open short positions) has been presented as a part of the volume disclosure, as position direction is not an indicative factor in such volume disclosures.

None of the Trading Company’s current contracts are traded over-the-counter, although contracts may be traded over-the-counter in the future.

All of the Futures Interests owned by the Trading Company are held for trading purposes. The monthly average number of futures contracts traded during the period from May 1, 2022 (commencement of operations) to December 31, 2022 was 1,011. The monthly average number of metals forward contracts traded during the period from May 1, 2022 (commencement of operations) to December 31, 2022 was 2,552. The monthly average number of option contracts traded during the period from May 1, 2022 (commencement of operations) to December 31, 2022 was 1,096.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

The following table summarizes the gross and net amounts recognized relating to the assets and liabilities of the Trading Company’s derivative instruments and transactions eligible for offset subject to master netting agreements or similar agreements as of December 31, 2022.

 

December 31, 2022    Gross
Amounts
Recognized
   Gross Amounts 
Offset in the
Statements of
Financial
Condition
  Amounts
 Presented in the 
Statements of
Financial
Condition
  Gross Amounts Not Offset in the       
  Statements of Financial Condition       
  Financial
    Instruments    
   Cash Collateral
 Received/Pledged* 
     Net Amount    

Assets

              

Futures

     $ 644,361       $ (644,361     $ -           $ -            $ -            $ -        

Forwards

     14,436,724       (8,991,009     5,445,715       -            -            5,445,715    
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

Total assets

     $ 15,081,085       $ (9,635,370     $ 5,445,715       $ -            $ -            $ 5,445,715    
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

Liabilities

              

Futures

     $ (1,762,482     $ 644,361       $ (1,118,121     $ -            $ 1,118,121        $ -        

Forwards

     (8,991,009     8,991,009       -           -            -            -        
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

Total liabilities

     $     (10,753,491     $ 9,635,370       $ (1,118,121     $ -            $ 1,118,121        $ -        
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

Net fair value

                 $ 5,445,715  
              

 

 

 

 

*

In the event of default by the Trading Company, MS&Co., the Trading Company’s commodity futures broker and a counterparty to certain of the Trading Company’s non-exchange-traded contracts, as applicable, has the right to offset the Trading Company’s obligation with the Trading Company’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, a counterparty may not post collateral and as such, in the event of default by such counterparty, the Trading Company is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Trading Company’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default. In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

The following table indicates the Trading Company’s gross fair values of derivative instruments of futures, forwards and options contracts as separate assets and liabilities as of December 31, 2022.

 

     December 31, 2022  

Assets

  

Futures Contracts

  

Currencies

     $ 6,500     

Metals

                     637,861     
  

 

 

 

Total unrealized appreciation on open futures contracts

     644,361     
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

     (147,189)    

Metals

     (1,615,293)    
  

 

 

 

Total unrealized depreciation on open futures contracts

     (1,762,482)    
  

 

 

 

Net unrealized depreciation on open futures contracts

     $ (1,118,121)  
  

 

 

 

Assets

  

Forward Contracts

  

Metals

     $ 14,436,724     
  

 

 

 

Total unrealized appreciation on open forward contracts

     14,436,724     
  

 

 

 

Liabilities

  

Forward Contracts

  

Metals

     (8,991,009)    
  

 

 

 

Total unrealized depreciation on open forward contracts

     (8,991,009)    
  

 

 

 

Net unrealized appreciation on open forward contracts

     $ 5,445,715    ** 
  

 

 

 

Assets

  

Options Purchased

  

Metals

     $ 810,557     
  

 

 

 

Total options purchased

     $ 810,557    *** 
  

 

 

 

Liabilities

  

Options Written

  

Metals

     $ (595,564)    
  

 

 

 

Total options written

     $ (595,564)   **** 
  

 

 

 

 

*

This amount is in “Net unrealized depreciation on open futures contracts” in the Statement of Financial Condition.

 

**

This amount is in “Net unrealized appreciation on open forward contracts” in the Statement of Financial Condition.

 

***

This amount is in “Options purchased, at fair value” in the Statement of Financial Condition.

 

****

This amount is in “Options written, at fair value” in the Statement of Financial Condition.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

The following table indicates the trading gains and losses, by market sector, on derivative instruments for the period ended December 31, 2022.

 

Sector

             2022            

Currencies

     $ 757,676     

Metals

     (1,865,540)    
  

 

 

 

Total

     $ (1,107,864)   ***** 
  

 

 

 

 

*****

This amount is in “Total trading results” in the Statement of Income and Expenses.

 

6.

Fair Value Measurements:

Fair value is defined as the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of exchange-traded futures, forward and option contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as input the spot prices, interest rates and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

The Trading Company considers prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of December 31, 2022 and for the period from May 1, 2022 (commencement of operations) to December 31, 2022, the Trading Company did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the Trading Manager’s assumptions and internal valuation pricing models (Level 3).

 

December 31, 2022

           Total                    Level 1                    Level 2                    Level 3        

Assets

           

Futures

     $ 644,361        $ 644,361        $ -            $ -      

Forwards

     14,436,724        -            14,436,724        -      

Options purchased

     810,557        810,557        -            -      
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total assets

     $ 15,891,642        $ 1,454,918        $ 14,436,724        $ -      
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Liabilities

           

Futures

     $ 1,762,482        $ 1,762,482        $ -            $ -      

Forwards

     8,991,009        -            8,991,009        -      

Options written

     595,564        595,564        -            -      
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total liabilities

     $         11,349,055        $ 2,358,046        $ 8,991,009        $ -      
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

7.

Financial Instrument Risk:

The Members’ investments in the Trading Company expose the Members to various types of risks that are associated with Futures Interests trading and markets in which the Trading Company invests. The significant types of financial risks which the Trading Company is exposed to are market risk, liquidity risk, counterparty credit risk and changes in interest rates.

The rapid fluctuations in the market prices of Futures Interests in which the Trading Company invests and changes in interest rates make the Members’ investments volatile. If Drakewood incorrectly predicts the direction of prices in the Futures Interests in which it invests, large losses may occur.

Illiquidity in the markets in which the Trading Company invests may cause less favorable trade prices. Although Drakewood will generally purchase and sell actively traded contracts where last trade price information and quoted prices are readily available, the prices at which a sale or purchase occur may differ from the prices expected because there may be a delay between receiving a quote and executing a trade, particularly in circumstances where a market has limited trading volume and prices are often quoted for relatively limited quantities.

The credit risk on Futures Interests arises from the potential inability of counterparties to perform under the terms of the contracts. The Trading Company has credit risk and concentration risk, as MS&Co. or an MS&Co. affiliate are counterparties or brokers with respect to the Trading Company’s assets. The Trading Company’s exposure to credit risk associated with counterparty nonperformance is typically limited to the cash deposits with, or other form of collateral held by, the counterparty. The Trading Company’s assets deposited with MS&Co. or its affiliates are segregated or secured in accordance with the Commodity Exchange Act and the regulations of the CFTC and are expected to be largely held in non-interest bearing bank accounts at a U.S. bank or banks, but may also be invested in any other instruments approved by the CFTC for investment of customer funds. Exchange-traded futures, exchange-traded forward and exchange- traded futures-styled option contracts are marked to market on a daily basis, with variations in value settled on a daily basis. With respect to the Trading Company’s non-exchange-traded forward currency contracts and forward currency option contracts, there are no daily settlements of variation in value, nor is there any requirement that an amount equal to the net unrealized gains (losses) on such contracts be segregated. However, the Trading Company is required to meet margin requirements with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account and U.S. Treasury bills held at MS&Co. With respect to those non-exchange-traded forward currency contracts, the Trading Company is dependent upon the ability of MS&Co., the counterparty on such contracts, to perform. The Trading Company has a netting agreement with the counterparty. These agreements, which seek to reduce both the Trading Company’s and the counterparty’s exposure on non-exchange-traded forward currency contracts, should materially decrease the Trading Company’s credit risk in the event of MS&Co.’s bankruptcy or insolvency.

In the ordinary course of business, the Trading Company enters into contracts and agreements that contain various representations and warranties and which provide general indemnifications. The Trading Company’s maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Trading Company. The Trading Company considers the risk of any future obligation relating to these indemnifications to be remote.

Since its discovery in December 2019, a new strain of coronavirus, which causes the viral disease known as COVID-19, has spread from China to many other countries, including the United States. The outbreak has been declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary has declared a public health emergency in the United States in response to the outbreak.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

The COVID-19 pandemic and related voluntary and government-imposed social and business restrictions has impacted global economic conditions and adversely affected various industries (including, but not limited to, transportation, hospitality and entertainment), resulting in volatility in the global financial markets, disruption in global supply chains, increased unemployment, and operational challenges such as the temporary and permanent closures of businesses, sheltering-in-place directives and increased remote work protocols. If the pandemic continues to be prolonged or the actions of governments and central banks are unsuccessful, including actions to facilitate the comprehensive distribution of effective vaccines, the adverse impact on the global economy will deepen.

Given the continuing development of this situation, it is not possible to accurately predict how the market disruptions caused by COVID-19 will further impact the U.S. and other world economies or the value of the Trading Company’s investments, or for how long the effects of such events will continue. Nevertheless, the novel coronavirus continues to present material uncertainty and risk with respect to the Trading Company’s investments and operations.

On February 22, 2022, the United States and several European nations announced sanctions against Russia in response to Russia’s mobilization of forces and threat of invasion of the Ukraine, and governments around the world imposed, and may in the future impose, additional sanctions on Russia in response to its continued escalation of this conflict. On February 24, 2022, Russian President Putin commenced a full-scale invasion of Russia’s pre-positioned forces into the Ukraine. The conflict has created volatility in the price of various commodities and may have a negative impact on business activity globally, and therefore could adversely affect the performance of the Trading Company’s investments. Furthermore, uncertainties regarding the conflict between the two nations and the varying involvement of the United States and other NATO countries preclude prediction as to the ultimate impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Trading Company and the performance of its investments or operations, and the ability of the Trading Company to achieve its investment objectives. Additionally, to the extent that investors, service providers and/or other third parties have material operations or assets in Russia or Ukraine, they may have their operations disrupted and/or suffer adverse consequences related to the ongoing conflict.

 

8.

Members’ Capital:

 

  a.

Members’ Capital. The Members’ Capital of the Trading Company is equal to the total assets of the Trading Company (including, but not limited to, all cash and cash equivalents, U.S. Treasury bills, at fair value, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts, options purchased, at fair value and other assets) less all liabilities (including, but not limited to, net unrealized depreciation on open futures contracts, net unrealized depreciation on open forward contracts, options written, at fair value, accrued professional fees and redemptions), determined in accordance with GAAP.

 

  b.

Capital Contributions. Capital contributions by the Members may be made monthly pending Ceres’ approval. Such capital contributions will increase each contributing Member’s pro-rata share of the Trading Company’s Members’ Capital.

 

  c.

Capital Withdrawals. Generally, each Member may withdraw all or a portion of its capital contributions and undistributed profits, if any, from the Trading Company as of the end of any month (the “Redemption Date”) after a request for redemption has been made to the Trading Manager at least three days in advance of the Redemption Date. However, a Member may request a withdrawal as of the end of any day if such request is received by the Trading Manager at least three days in advance of the proposed withdrawal day.

 

  d.

Distributions. Distributions, other than capital withdrawals, are made on a pro-rata basis at the sole discretion of Ceres. No distributions have been made to date. Ceres does not intend to make any distributions of the Trading Company’s profits, except for distribution of interest income to feeder funds, as applicable.


CMF Drakewood Master Fund LLC

Notes to Financial Statements

 

9.

Financial Highlights:

Financial highlights for the non-managing Members as a whole for the period from May 1, 2022 (commencement of operations) to December 31, 2022 are as follows:

 

               2022            

Ratios to Average Members’ Capital:

  

Net investment loss *

     1.1   %    
  

 

 

 

Operating expenses

     0.7   %    
  

 

 

 

Total return

     (2.1)  %    
  

 

 

 

 

*

Interest income less total expenses.

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the year. Additionally, these ratios are calculated for the non-managing Members’ share of income, expenses and average Members’ capital.

The ratios, excluding nonrecurring expenses, have been annualized. Total return has not been annualized.

 

10.

Subsequent Events:

The Trading Manager evaluates events that occur after the balance sheet date but before and up until financial statements are available to be issued. The Trading Manager has assessed the subsequent events through March 17, 2023, the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.