** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

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

 

**For the fiscal year ended December 31, 2015**

 

**OR**

 

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

 

**For the transition period from                  to                 .**

 

**Commission File Number 000-55213**

 

**Cavendish Futures Fund LLC**

(Exact name of registrant as specified in its charter)

 

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

 

**c/o UBS Alternatives LLC**

**1285 Avenue of the Americas, 20****th**** Floor**

**New York, NY 10019**

(Address and Zip Code of principal executive offices)

 

**(212) 713-3234**

(Registrant’s telephone number, including area code)

 

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

 

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

 

**Redeemable Units of Limited Liability Company Interest**

(Title of Class)

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. **Yes****x****No****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****x****No****o**

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one)

 
| Large accelerated   filer o |   | Accelerated filer o |   | Non-accelerated filer x |   | Smaller reporting company o |
|----------------------------------|--------|--------------------------|--------|------------------------------|--------|----------------------------------|

 

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

 

131,720.836 Limited Liability Company Redeemable Units with an aggregate value of $151,652,425 were outstanding and held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

As of February 29, 2016, 149,353.146 Limited Liability Company Redeemable Units were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

[None]

 

 

 

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EXPLANATORY NOTE

 

Cavendish Futures fund LLC (the “Fund”) hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on March 30, 2016 (the “Original Form 10-K”). The Fund is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to correct a date contained in Item 8, in the first paragraph of the electronic version of Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm (the “Report”) relating to the financial statements included in the Original Form 10-K from “December 31, 2015 and 201” to “December 31, 2015 and 2014,” to add to the Report, both in the Fund’s letter and in the letter for Sydling WNT Master Fund, “New York, New York” as the city and state of Ernst & Young LLP and to correct the date in which the President and CFO have evaluated the effectiveness of the Fund’s disclosure controls and procedures in Item 9A from “December 31, 2014” to “December 31, 2015.”

 

This amendment speaks as of the filing date of the Original Form 10-K and does not amend, modify or update in any way disclosures made in the Original Form 10-K except as set forth in this explanatory note.

 

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**Item 8. Financial Statements and Supplementary Data.**

 

**Cavendish Futures Fund LLC**

 

The following financial statements and related items of the Fund are filed under this Item 8: Oath or Affirmation, Report of Independent Registered Public Accounting Firm, for the years ended December 31, 2015 and 2014; Statements of Financial Condition at December 31, 2015 and 2014; Statements of Operations for the years ended December 31, 2015 and 2014 and the period from February 19, 2013 (commencement of trading operations) to December 31, 2013; Statements of Changes in Members’ Capital for the years ended December 31, 2015 and 2014 and the period from February 19, 2013 (commencement of trading operations) to December 31, 2013; and Notes to Financial Statements.

 

1

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**CAVENDISH FUTURES FUND LLC**

**Financial Statements with Report of Independent Registered Public Accounting Firm**

 

**For the years ended December 31, 2015 and 2014**

 

2

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*Cavendish Futures Fund LLC*

 

*Affirmation of the Commodity Pool Operator*

 

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

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

 

3

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**CAVENDISH FUTURES FUND LLC**

**Financial Statements with Report of Independent Registered Public Accounting Firm**

 

**For the years ended December 31, 2015 and 2014**

 

**Contents**

 
| Report   of Independent Registered Public Accounting Firm               | 5      |
|-------------------------------------------------------------------------|--------|
|                                                                    |   |
| Management’s   Report on Internal Control Over Financial Reporting | 6      |
|                                                                    |   |
| Statements   of Financial Condition                                     | 7      |
|                                                                    |   |
| Statements of Operations                                                | 8      |
|                                                                    |   |
| Statements of Changes in Members’ Capital                          | 9      |
|                                                                    |   |
| Financial Highlights                                                    | 10     |
|                                                                    |   |
| Notes to Financial Statements                                           | 11     |

 

Financial statements of Sydling WNT Master Fund LLC for the years ended December 31, 2015 and 2014 are attached to these financial statements and are an integral part thereof.

 

4

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**Report of Independent Registered Public Accounting Firm**

 

To the Members of

Cavendish Futures Fund LLC

 

We have audited the accompanying statements of financial condition of Cavendish Fund LLC (the “Feeder Fund”) as of December 31, 2015 and 2014, and the related statements of operations, changes in members’ capital and the financial highlights for the years ended December 31, 2015, December 31, 2014, and the period from February 19, 2013 (commencement of trading operations) through December 31, 2013. These financial statements and financial highlights are the responsibility of the Feeder Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Feeder Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Feeder Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Cavendish Futures Fund LLC at December 31, 2015 and 2014, and the results of its operations, the changes in its members’ capital and the financial highlights for the years ended December 31, 2015, December 31, 2014, and for the period from February 19, 2013 (commencement of trading operations) through December 31, 2013, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young LLP

New York, New York

March 21, 2016

 

5

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**Management’s Report on Internal Control Over Financial Reporting**

 

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

 

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

 

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

 

(iii) provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use or disposition of the Fund’s assets that could have a material effect on the financial statements.

 

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

 

The management of Cavendish Futures Fund LLC has assessed the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria established in the*Internal Control—Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our assessment, management concluded that the Fund maintained effective internal control over financial reporting as of December 31, 2015 based on the criteria referred to above.

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

 

6

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**Cavendish Futures Fund LLC**

 

**Statements of Financial Condition**

 

**December 31, 2015 and 2014**

***(Expressed in U.S. Dollars)***

 
| ** **                                                                                                     | ** ** | **2015**    | ** **  | **2014**    | ** ** |
|----------------------------------------------------------------------------------------------------------------|------------|-------------|-------------|-------------|------------|
| **ASSETS**                                                                                                     |       |        |        |        |       |
|                                                                                                           |       |        |        |        |       |
| Investment in   Sydling WNT Master Fund LLC, at fair value (cost $148,679,254 and   $83,859,327, respectively) |       | $           | 171,511,951 |        | $          | 105,608,724 |   |
| Cash   (Note 3e)                                                                                          |       | 3,771,989   |        | 5,973,766   |       |
| Receivable from   Sydling WNT Master Fund LLC                                                                  |       | 1,294,370   |        | 3,381,488   |       |
| **Total   Assets**                                                                                             |       | $           | 176,578,310 |        | $          | 114,963,978 |   |
|                                                                                                           |       |        |        |        |       |
| **LIABILITIES**                                                                                                |       |        |        |        |       |
|                                                                                                           |       |        |        |        |       |
| Subscriptions   received in advance (Note 3e)                                                             |       | $           | 3,541,000   |        | $          | 5,911,500 |   |
| Redemption   payable                                                                                           |       | 1,001,677   |        | 58,880      |       |
| Incentive fee   payable (Note 4b)                                                                              |       | —      |        | 3,027,080   |       |
| Accrued   expenses:                                                                                            |       |        |        |        |       |
| Advisory fees   (Note 4b)                                                                                      |       | 216,002     |        | 136,095     |       |
| Administrative   fees (Notes 4a and 4c)                                                                        |       | 72,001      |        | 45,365      |       |
| Professional   fees and other expenses                                                                         |       | 235,679     |        | 168,768     |       |
| Organizational   costs (Note 5)                                                                           |       | —      |        | 15,131      |       |
| **Total   Liabilities**                                                                                        |       | 5,066,359   |        | 9,362,819   |       |
|                                                                                                           |       |        |        |        |       |
| **MEMBERS’   CAPITAL**                                                                                    |       |        |        |        |       |
|                                                                                                           |       |        |        |        |       |
| Member Designee   (25.000 units)                                                                          |       | 30,055      |        | 30,159      |       |
| Non-Managing   Members (142,641.192 units and 87,511.813 units)                                                |       | 171,481,896 |        | 105,571,000 |       |
| **Total   Members’ Capital**                                                                              |       | 171,511,951 |        | 105,601,159 |       |
| **Total   Liabilities and Members’ Capital**                                                              |       | $           | 176,578,310 |        | $          | 114,963,978 |   |
| **Members’   Capital per unit (based on 142,666.192 units and 87,536.813 units)**                         |       | $           | 1,202.19    |        | $          | 1,206.36 |   |

 

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

 

7

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**Cavendish Futures Fund LLC**

 

**Statements of Operations**

 

**For the years ended December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 
| ** **                                                                                          | ** ** | **2015**    | ** ** | **2014**   | ** ** | **2013**   | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|-------------|------------|------------|------------|------------|------------|
| **INVESTMENT   INCOME**                                                                             |       |        |       |       |       |       |       |
|                                                                                                |       |        |       |       |       |       |       |
| Interest   allocated from Sydling WNT Master Fund LLC                                               |       | $           | 42,256     |       | $          | 19,485     |       | $ | 11,371 |   |
|                                                                                                |       |        |       |       |       |       |       |
| **EXPENSES**                                                                                        |       |        |       |       |       |       |       |
|                                                                                                |       |        |       |       |       |       |       |
| Expenses   allocated from Sydling WNT Master Fund LLC                                               |       | 5,549,875   |       | 2,891,426  |       | 1,306,199  |       |
| Incentive fee   (Note 4b)                                                                           |       | 2,112,137   |       | 4,172,680  |       | 449,717    |       |
| Advisory fees   (Note 4b)                                                                      |       | 2,297,061   |       | 1,164,404  |       | 501,620    |       |
| Administrative   fees (Notes 4a and 4c)                                                        |       | 765,687     |       | 388,135    |       | 167,207    |       |
| Professional   fees and other expenses                                                              |       | 416,457     |       | 442,478    |       | 207,500    |       |
| Organizational   costs (Note 5)                                                                     |       | —      |       | —     |       | 181,566    |       |
| Total Expenses                                                                                      |       | 11,141,217  |       | 9,059,123  |       | 2,813,809  |       |
|                                                                                                |       |        |       |       |       |       |       |
| **NET   INVESTMENT (LOSS)**                                                                         |       | (11,098,961 | )          | (9,039,638 | )          | (2,802,438 | )          |
|                                                                                                |       |        |       |       |       |       |       |
| **TRADING   RESULTS**                                                                               |       |        |       |       |       |       |       |
|                                                                                                |       |        |       |       |       |       |       |
| Net realized   gain allocated from Sydling WNT Master Fund LLC                                      |       | 13,310,782  |       | 20,608,567 |       | 1,772,152  |       |
| Net change in   unrealized (depreciation)/appreciation allocated from Sydling WNT Master Fund   LLC |       | (3,575,855  | )          | 2,894,622  |       | 2,096,940  |       |
| Total Trading Results                                                                               |       | 9,734,927   |       | 23,503,189 |       | 3,869,092  |       |
|                                                                                                |       |        |       |       |       |       |       |
| **Net   income (loss)**                                                                             |       | (1,364,034  | )          | 14,463,551 |       | 1,066,654  |       |
| **Net   income (loss) per unit**                                                                    |       | $           | (4.17      | )          | $          | 177.79     |       | $ | 28.57 |   |

 

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

 

8

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**Cavendish Futures Fund LLC**

 

**Statements of Changes in Members’ Capital**

 

**For the years ended December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 
| ** **                                                                                                                                                | ** ** | **Non-Managing   Members** | ** **  | **Member   Designee** | ** ** | **Total**  | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|-------------|-----------------------|------------|------------|------------|
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Initial capital contributions, 26,182.375   Units of Non-Managing Member interest and the Member Designee’s contribution   representing 25.000 units |       | $                          | 26,182,375  |                  | $          | 25,000     |       | $ | 26,207,375 |   |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Subscriptions, 20,677.739 Units   of Non-Managing Member interest                                                                                         |       | 20,890,109                 |        | —                |       | 20,890,109 |       |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Redemptions, 1,253.602 Units of   Non-Managing Member interest                                                                                            |       | (1,228,710                 | )           | —                |       | (1,228,710 | )          |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Net Income                                                                                                                                                |       | 1,065,940                  |        | 714                   |       | 1,066,654  |       |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| **Members’ Capital at   December 31, 2013**                                                                                                     |       | $                          | 46,909,714  |                  | $          | 25,714     |       | $ | 46,935,428 |   |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Subscriptions, 43,735.258 Units   of Non-Managing Member interest                                                                                         |       | 46,124,770                 |        | —                |       | 46,124,770 |       |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Redemptions, 1,829.957 Units of   Non-Managing Member interest                                                                                            |       | (1,922,590                 | )           | —                |       | (1,922,590 | )          |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Net Income                                                                                                                                                |       | 14,459,106                 |        | 4,445                 |       | 14,463,551 |       |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| **Members’ Capital at   December 31, 2014**                                                                                                     |       | $                          | 105,571,000 |                  | $          | 30,159     |       | $ | 105,601,159 |   |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Subscriptions, 59,786.173 Units   of Non-Managing Member interest                                                                                         |       | 72,817,016                 |        | —                |       | 72,817,016 |       |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Redemptions, 4,656.794 Units of   Non-Managing Member interest                                                                                            |       | (5,542,190                 | )           | —                |       | (5,542,190 | )          |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| Net Income (loss)                                                                                                                                         |       | (1,363,930                 | )           | (104                  | )          | (1,364,034 | )          |
|                                                                                                                                                      |       |                       |        |                  |       |       |       |
| **Members’ Capital at   December 31, 2015**                                                                                                     |       | $                          | 171,481,896 |                  | $          | 30,055     |       | $ | 171,511,951 |   |

 

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

 

9

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**Cavendish Futures Fund LLC**

 

**Financial Highlights**

 

**For the years ended December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

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

 
| ** **                                                                          | ** ** | **Year Ended   December 31,   2015** | ** **  | **Year Ended   December 31,   2014** | ** ** | **Period Ended   December 31,   2013** | ** ** |
|-------------------------------------------------------------------------------------|------------|------------------------------------------------|-------------|------------------------------------------------|------------|--------------------------------------------------|------------|
| **Per   share operating performance:**(a)                                           |       |                                           |        |                                           |       |                                             |       |
| Members’ capital   per unit, beginning of year/period                          |       | $                                              | 1,206.36    |                                           | $          | 1,028.57                                         |       | $ | 1,000.00 |   |
| **Income   from investment operations:**                                            |       |                                           |        |                                           |       |                                             |       |
| Net investment   income/(loss)                                                      |       | (92.63                                         | )           | (120.41                                        | )          | (76.37                                           | )          |
| Net realized and   unrealized gain/(loss) from investment activities (b)            |       | 88.46                                          |        | 298.20                                         |       | 104.94                                           |       |
| Total from   investment operations                                                  |       | (4.17                                          | )           | 177.79                                         |       | 28.57                                            |       |
| Members’ capital   per unit, end of year/period                                |       | $                                              | 1,202.19    |                                           | $          | 1,206.36                                         |       | $ | 1,028.57 |   |
|                                                                                |       |                                           |        |                                           |       |                                             |       |
| **Ratio/Supplemental   Data:**(c)                                                   |       |                                           |        |                                           |       |                                             |       |
| Ratio of net   investment loss to average Members’ capital                     |       | (7.47                                          | )%          | (12.18                                         | )%         | (8.35                                            | )%         |
| Ratio of   operating expenses to average Members’ capital before incentive fee |       | 6.08                                           | %           | 6.58                                           | %          | 7.05                                             | %          |
| Ratio of   incentive fee to average Members’ capital                           |       | 1.42                                           | %           | 5.62                                           | %          | 1.34                                             | %          |
| Ratio of   operating expenses to average Members’ capital after incentive fee  |       | 7.50                                           | %           | 12.20                                          | %          | 8.39                                             | %          |
|                                                                                |       |                                           |        |                                           |       |                                             |       |
| Total return   before incentive fee (d)                                             |       | 1.07                                           | %           | 22.91                                          | %          | 4.09                                             | %          |
| Incentive fee                                                                       |       | (1.42                                          | )%          | (5.62                                          | )%         | (1.23                                            | )%         |
| Total return   after incentive fee                                                  |       | (0.35                                          | )%          | 17.29                                          | %          | 2.86                                             | %          |
| Members’ capital   at end of year/period                                       |       | $                                              | 171,511,951 |                                           | $          | 105,601,159                                      |       | $ | 46,935,428 |   |

 

The computation of ratios to average members’ capital and total return based on the amount of expenses and incentive allocation assessed to an individual investor’s capital may vary from these ratios and total return based on the timing of capital transactions.

 

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(a)         Per share operating performance is calculated on a monthly basis by dividing each line item by the outstanding units at month-end prior to the reduction of redeemed units.

 

(b)         Net realized and unrealized gain/(loss) from investment activities has been adjusted to reflect organization costs amortized over 24 months for the purpose of subscriptions and redemptions (Note 5).

 

(c)          The ratios to average members’ capital are annualized.  The average members’ capital used in the above ratios is calculated by using members’ capital after period-end withdrawals.

 

(d)         Total return assumes a purchase of an interest in the Fund at the beginning of the year and a sale of the Fund interest on the last day of the year noted.  Total return assumes a purchase of an interest in the Fund at the beginning of the period and a sale of the Fund interest on the last day of the period noted. For the period from February 19, 2013 (commencement of trading operations) through December 31, 2013, where the period is less than the fiscal year, total return has not been annualized.

 

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

 

10

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**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**1.**                                      **Organization**

 

Cavendish Futures Fund LLC (the “Fund”) is a Delaware limited liability company formed on August 7, 2012.  Trading operations of the Fund commenced on February 19, 2013.  The Fund’s investment objective is to seek to achieve capital appreciation through speculative trading in U.S. and international futures, options on futures and forward markets.  The Fund may also engage in swap and other derivative transactions upon approval of Sydling.  The Fund invests substantially all of its assets in Sydling WNT Master Fund LLC (the “Master Fund”), also a Delaware limited liability company, that has the same investment objective as the Fund.  The financial statements of the Master Fund, including the condensed schedule of investments, are included elsewhere in this report and should be read with the Fund’s financial statements.  The percentage of the Master Fund’s capital owned by the Fund at December 31, 2015 and 2014 was 100%.  The performance of the Fund is directly affected by the performance of the Master Fund.

 

The Fund is member managed for purposes of Delaware law.  Pursuant to the limited liability company agreement of the Fund, as may be amended from time to time (the “LLC Agreement”), the members of the Fund have appointed Sydling Futures Management LLC (“Sydling”) to act as the Fund’s trading manager and commodity pool operator.  Sydling is registered as a commodity pool operator and a commodity trading advisor and is a member of the National Futures Association (“NFA”) effective August 10, 2011.  Sydling, a wholly owned subsidiary of UBS Alternatives LLC, was formed on August 4, 2011.  UBS Alternatives LLC is a wholly owned subsidiary of UBS Americas Inc. In 2015, UBS AG transferred its ownership interest in UBS Americas Inc. to UBS Americas Holding LLC, a wholly owned subsidiary of UBS AG which is a wholly owned subsidiary of UBS Group AG.

 

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

 

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

 

The Fund privately and continually offers units of limited liability company interest in the Fund to qualified investors and are generally accepted monthly.  A qualified investor is an accredited investor as defined in Regulation D under the Securities Exchange Act of 1933.  There is no

 

11

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** **

**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**1.**                                      **Organization (continued)**

 

maximum number of units that may be sold in the Fund.  Sydling may reject any subscription for any reason for a reasonable period of time after receipt.  Generally, units may be redeemed on the last day of any month with five days written notice provided that such units are held for three full months.  In general, the Fund will make payment for redeemed units within ten business days following the redemption date.

 

**2.**                                      **Recent Accounting Pronouncements**

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, *Presentation of Financial Statements — Going Concern (Subtopic ASC 205-40)* (“ASU No. 2014-15”). This amendment requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and, if so, to disclose that fact.  Management will also be required to evaluate and disclose whether it plans to alleviate that doubt. This amendment is effective for fiscal years ending after December 15, 2016. Commencing in fiscal year 2016, the Fund will perform an analysis and make disclosures as required.  The Fund does not expect that the adoption of ASU No. 2014-15 will have a material impact on the Fund’s financial statements.

 

**3.**                                      **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 (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in members’ capital from operations during the reporting period.  Actual results could differ from those estimates.

 

**b.**              **Statements of Cash Flows**

 

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

 

12

----

 

**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant Accounting Policies (continued)**

 

**c.**               **Fair Value Measurements**

 

FASB Accounting Standards Codification (“ASC”) 820, “*Fair Value Measurements*” (“ASC 820”), defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques, as specified by ASC 820, are used to measure fair value.

 

All financial instruments at fair value are categorized into one of three fair value hierarchy levels, based upon the lowest level input that is significant to the financial instrument’s fair value measurement in its entirety:

 

**Level 1** — quoted market prices (unadjusted) in active markets for identical assets or liabilities.

**Level 2** — valuation techniques for which all significant inputs are market observable, either directly or indirectly.

**Level 3** — valuation techniques which include significant inputs that are not based on observable market data.

 

Fair value measurement disclosure for each class of assets and liabilities requires greater disaggregation than the Fund’s line items in the Statements of Financial Condition.  The Fund determines the appropriate classes for those disclosures on the basis of the nature and risks of the assets and liabilities and their classification in the fair value hierarchy (i.e., Level 1, Level 2, and Level 3).

 

The Fund values its investment in the Master Fund, where there are no other rights or obligations inherent within the ownership interest held by the Fund, based on the end of the day net asset value of the Master Fund (Level 2).  The value of the Fund’s investment in the Master Fund reflects its proportional interest in the Master Fund.  As of and for the years ended December 31, 2015 and 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Fund did not hold any derivative instruments that are based on unadjusted quoted prices in active markets for identical assets (Level 2) or priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

 

13

----

 

**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant Accounting Policies (continued)**

 

**c.**               **Fair Value Measurements (continued)**

 

For disclosures regarding the Master Fund’s investments and fair value measurements, see Note 3, “Significant Accounting Policies” on the attached Master Fund’s financial statements.

 

**d.**              **Investment in Master Fund**

 

The Fund records its investment in the Master Fund at fair value and is represented by the Fund’s proportionate interest in the members’ capital of the Master Fund at December 31, 2015 and 2014.  Valuation of securities held by the Master Fund is discussed in the notes to the Master Fund’s financial statements.  The Fund records its pro rata share of the Master Fund’s income, expenses and realized and unrealized gains and losses.  The performance of the Fund is directly attributable to the performance of the Master Fund.  The Fund records its subscription and redemption of the capital account related to its investment in the Master Fund on the transaction date.  The Master Fund will adjust the capital account of the Fund.  Brokerage, clearing and transaction fees are incurred by the Master Fund and are reflected in the pro rata allocation received by the Fund from the Master Fund.

 

**e.**               **Subscriptions Received in Advance**

 

Subscriptions received in advance represent the amounts paid by the non-managing members for a percentage ownership into the Fund which have not yet been added as members’ capital as of December 31, 2015 and 2014.  The amount paid is held as cash in the Fund’s escrow account and represents the cash on the Statements of Financial Condition.

 

**f.**                **Redemptions Payable**

 

Pursuant to ASC Topic 480, *Distinguishing Liabilities from Equity*, capital withdrawals effective December 31, 2015 and 2014 have been reflected as redemptions payable in the Statements of Financial Condition.

 

**g.**              **Income Taxes**

 

The Fund is classified as a partnership for U.S. federal income tax purposes, and the Fund will not pay U.S. federal income tax.  As a result, no income tax liability or expense has been recorded in the financial statements.

 

14

----

 

**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant Accounting Policies (continued)**

 

**g.**              **Income Taxes (continued)**

 

U.S. GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Master Fund’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.

 

Tax positions with respect to tax at the Master Fund level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Master Fund’s tax positions for the open tax period and has concluded that no provision is required in the Master Fund’s financial statements.  The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations.  For the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Master Fund did not incur any interest or penalties.

 

**4.**                                      **Related Party Transactions and Other Agreements**

 

**a.**              **Limited Liability Company Agreement**

 

Sydling administers the business affairs of the Fund including selecting one or more advisors to make trading decisions for the Fund.  The Fund will pay Sydling a monthly administration fee in return for its services equal to 1/12 of 0.50% (0.50% per year) of month-end adjusted members’ capital of the Fund.  Month-end members’ capital, for the purpose of calculating administration fees are members’ capital, as defined in the Limited Liability Company Agreement, prior to the reduction of the current month’s incentive allocation accrual, the monthly advisory fee, Sydling’s administration fee and any redemptions or distributions as of the end of such month.  For the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Fund incurred administrative fees of $765,687, $388,135 and $167,207, respectively, of which $72,001, and $45,365 remained payable and is reflected on the Statements of Financial Condition as of December 31, 2015 and 2014, respectively.

 

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

 

15

----

 

**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**4.**                                      **Related Party Transactions and Other Agreements (continued)**

 

**b.**                                      **Trading Advisory Agreement**

 

Sydling, on behalf of the Fund, has entered into an advisory agreement (the “Trading Advisory Agreement”) with the Advisor, a registered commodity trading advisor.  The Advisor is not affiliated with Sydling or UBS Securities LLC, the Master Fund’s commodity broker, or its affiliates and is not responsible for the organization or operation of the Fund.  The Trading Advisory Agreement provides that the Advisor has sole discretion in determining the investment of the assets of the Fund.  During the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Fund paid the Advisor a monthly advisory fee equal to 1/12 of 1.5% (1.5% per year) of month-end members’ capital of the Fund.  Month-end members’ capital, for the purpose of calculating advisory fees are members’ capital, as defined in the Limited Liability Company Agreement, prior to the reduction of the current month’s incentive allocation accrual, the monthly advisory fee, Sydling’s administration fee and any redemptions or distributions as of the end of such month.  The Trading Advisory Agreement may be terminated upon notice by either party.  For the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Fund incurred advisory fees of $2,297,061, $1,164,404 and $501,620, respectively of which $216,002 and $136,095 remained payable and is reflected on the Statements of Financial Condition as of December 31, 2015 and 2014, respectively.

 

In addition, the Advisor receives a quarterly incentive fee equal to 20% of New Trading Profits, as defined in the Trading Advisory Agreement, earned on behalf of the Fund during each calendar quarter and are issued as special member units.  The amounts of $2,112,137, $4,172,680 and $449,717 represent the incentive fees earned on new trading profits earned for the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, respectively.

 

In allocating substantially all of the assets of the Fund to the Master Fund, Sydling considered the Advisor’s past performance, trading style, volatility of markets traded and fee requirements.  Sydling may modify or terminate the allocation of assets to the Advisor at any time.

 

**c.**                                       **Administration Agreement**

 

Sydling, on behalf of the Fund, has entered into an administration agreement with the Administrator.  The Administrator will assist Sydling in performing certain day-to-day tasks on behalf of the Fund, including but not limited to, calculating daily or periodic portfolio valuations, reconciling cash and

 

16

----

 

**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**4.**                                      **Related Party Transactions and Other Agreements (continued)**

 

**c.**               **Administration Agreement (continued)**

 

portfolio positions, providing portfolio reporting, maintaining books and records and calculating all fund fees.  Sydling will pay a portion of the administrative fee it receives from the Fund to the Administrator.

 

**5.**                                      **Organization Costs**

 

In 2013, organization costs of $181,566 relating to the issuance and marketing of the Fund’s units offered were initially paid by UBS Financial Services Inc. (“UBSFSI”).  These costs have been recorded as organization costs in the Statements of Financial Condition and represent the amount due to UBSFSI.  These costs are being reimbursed to UBSFSI by the Fund in 24 monthly installments.  The monthly installments will reduce the members’ capital for the purpose of calculating administrative and advisory fees and the incentive allocation.

 

All of these costs have been reimbursed to UBSFSI by the Fund in March 2015.

 

**6.**                                      **Subscriptions, Distributions and Redemptions**

 

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

 

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

 

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

 

17

----

 

**Cavendish Futures Fund LLC**

 

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**7.**                                      **Subsequent Events**

 

Management has evaluated the impact of all subsequent events on the Fund through March 21, 2016, the date these financial statements were available to be issued.  Subsequent to year end additional subscriptions were received from the non-managing members totaling $18,366,653.  Subsequent to year end redemptions were paid to the non-managing members totaling $1,322,640.  Management has determined that there were no additional subsequent events requiring recognition or disclosure in the financial statements.

 

18

----

 

**SYDLING WNT MASTER FUND LLC**

**Financial Statements with Report of Independent Registered Public Accounting Firm**

 

**For the years ended December 31, 2015 and 2014**

 

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

 

19

----

 

*Sydling WNT Master Fund LLC*

 

*Affirmation of the Commodity Pool Operator*

 

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

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

 

20

----

 

**SYDLING WNT MASTER FUND LLC**

**Financial Statements with Report of Independent Registered Public Accounting Firm**

 

**For the years ended December 31, 2015 and 2014**

 

**Contents**

 
| Report   of Independent Registered Public Accounting Firm | 22     |
|-----------------------------------------------------------|--------|
|                                                      |   |
| Statements   of Financial Condition                       | 23     |
|                                                      |   |
| Condensed Schedule of Investments                         | 24     |
|                                                      |   |
| Statements of Operations                                  | 25     |
|                                                      |   |
| Statements of Changes in Member’s Capital            | 26     |
|                                                      |   |
| Financial Highlights                                      | 27     |
|                                                      |   |
| Notes to Financial Statements                             | 28     |

 

21

----

 

**Report of Independent Registered Public Accounting Firm**

 

To the Member of

Sydling WNT Master Fund LLC

 

We have audited the accompanying statement of financial condition of Sydling WNT Master Fund LLC (the “Master Fund”), including the condensed schedules of investments, as of December 31, 2015 and 2014, and the related statement of operations, changes in member’s capital and the financial highlights for the years ended December 31, 2015, December 31, 2014, and the period from February 19, 2013 (commencement of trading operations) through December 31, 2013. These financial statements and financial highlights are the responsibility of the Master Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Master Fund’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Master Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statement and the financial highlights referred to above present fairly, in all material respects, the financial position of Sydling WNT Master Fund LLC at December 31, 2015 and 2014, and the results of its operations, the changes in its member’s capital and the financial highlights for the years ended December 31, 2015, December 31, 2014, and for the period from February 19, 2013 (commencement of trading operations) through December 31, 2013, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young LLP

New York, New York

March 21, 2016

 

22

----

 

**Sydling WNT Master Fund LLC**

 

**Statements of Financial Condition**

 

**December 31, 2015 and 2014**

***(Expressed in U.S. Dollars)***

 
| ** **                                                                      | ** ** | **2015**    | ** **  | **2014**    | ** ** |
|---------------------------------------------------------------------------------|------------|-------------|-------------|-------------|------------|
| **ASSETS**                                                                      |       |        |        |        |       |
|                                                                            |       |        |        |        |       |
| Cash (including restricted cash   of $20,104,777 and $10,545,800, respectively) |       | $           | 171,893,278 |        | $          | 104,413,436 |   |
| Net unrealized appreciation on   open futures contracts                         |       | 1,415,707   |        | 4,991,562   |       |
| Interest receivable                                                             |       | 25,725      |        | 3,879       |       |
| **Total Assets**                                                                |       | $           | 173,334,710 |        | $          | 109,408,877 |   |
|                                                                            |       |        |        |        |       |
| **LIABILITIES AND   MEMBER’S CAPITAL**                                     |       |        |        |        |       |
|                                                                            |       |        |        |        |       |
| Redemptions payable                                                             |       | $           | 1,294,370   |        | $          | 3,381,488 |   |
| Accrued expenses:                                                               |       |        |        |        |       |
| Brokerage commissions                                                           |       | 505,493     |        | 318,818     |       |
| Professional fees and other   expenses                                          |       | 22,896      |        | 99,847      |       |
| **Total Liabilities**                                                           |       | 1,822,759   |        | 3,800,153   |       |
|                                                                            |       |        |        |        |       |
| **MEMBER’S CAPITAL**                                                       |       |        |        |        |       |
|                                                                            |       |        |        |        |       |
| Non-Managing Member                                                             |       | 171,511,951 |        | 105,608,724 |       |
| **Total Member’s   Capital**                                               |       | 171,511,951 |        | 105,608,724 |       |
| **Total Liabilities   and Member’s Capital**                               |       | $           | 173,334,710 |        | $          | 109,408,877 |   |

 

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

 

23

----

 

**Sydling WNT Master Fund LLC**

 

**Condensed Schedule of Investments**

 

**December 31, 2015**

***(Expressed in U.S. Dollars)***

 
| ** **         | ** ** | ** **                                      | ** ** | ** **          | ** **  | **Percent of** | ** ** |
|--------------------|------------|-------------------------------------------------|------------|---------------------|-------------|---------------------|------------|
| **Number of** | ** ** | ** **                                      | ** ** | ** **          | ** **  | **Member’s**   | ** ** |
| **Contracts**      | ** ** | ** **                                      | ** ** | **Fair Value** | ** **  | **Capital**         | ** ** |
|               |       | **FUTURES CONTRACTS OWNED**                     |       |                |        |                |       |
| 323                |       | **CURRENCIES**                                  |       | $                   | 140,883     |                | 0.08       | % |
| 5,778              |       | **FINANCIALS**                                  |       | (1,194,580          | )           | (0.70               | )%         |
| 94                 |       | **GRAINS**                                      |       | 10,686              |        | 0.01                | %          |
| 754                |       | **INDEX**                                       |       | 267,181             |        | 0.16                | %          |
| 24                 |       | **MATERIALS**                                   |       | 3,430               |        | 0.00                | %          |
| 1                  |       | **MEATS**                                       |       | (40                 | )           | 0.00                | %          |
|               |       | TOTAL FUTURES CONTRACTS OWNED                   |       | (772,440            | )           | (0.45               | )%         |
|               |       |                                            |       |                |        |                |       |
|               |       | **FUTURES CONTRACTS SOLD**                      |       |                |        |                |       |
| (1,148)            |       | **CURRENCIES**                                  |       | 732,243             |        | 0.43                | %          |
| (667)              |       | **ENERGY**                                      |       | 350,328             |        | 0.20                | %          |
| (196)              |       | **FINANCIALS**                                  |       | (9,629              | )           | (0.01               | )%         |
| (869)              |       | **GRAINS**                                      |       | 520,477             |        | 0.30                | %          |
| (501)              |       | **INDEX**                                       |       | (154,135            | )           | (0.09               | )%         |
| (3)                |       | **INDUSTRIALS**                                 |       | 3,058               |        | 0.00                | %          |
| (114)              |       | **MEATS**                                       |       | (189,420            | )           | (0.11               | )%         |
| (496)              |       | **METALS**                                      |       | 935,225             |        | 0.55                | %          |
|               |       | TOTAL FUTURES CONTRACTS SOLD                    |       | 2,188,147           |        | 1.27                | %          |
|               |       | **TOTAL FUTURES CONTRACTS**                     |       | 1,415,707           |        | 0.82                | %          |
|               |       | **OTHER ASSETS IN EXCESS OF OTHER LIABILITIES** |       | 170,096,244         |        | 99.18               | %          |
|               |       | **TOTAL MEMBER’S CAPITAL**                 |       | $                   | 171,511,951 |                | 100.00     | % |

 

Percentages shown represent a percentage of member’s capital as of December 31, 2015.

 

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

 

24

----

 

**Sydling WNT Master Fund LLC**

 

**Condensed Schedule of Investments**

 

**December 31, 2014**

***(Expressed in U.S. Dollars)***

 
| ** **         | ** ** | ** **                                      | ** ** | ** **          | ** **  | **Percent of** | ** ** |
|--------------------|------------|-------------------------------------------------|------------|---------------------|-------------|---------------------|------------|
| **Number of** | ** ** | ** **                                      | ** ** | ** **          | ** **  | **Member’s**   | ** ** |
| **Contracts**      | ** ** | ** **                                      | ** ** | **Fair Value** | ** **  | **Capital**         | ** ** |
|               |       | **FUTURES CONTRACTS OWNED**                     |       |                |        |                |       |
| 7                  |       | **CURRENCIES**                                  |       | $                   | 13,550      |                | 0.01       | % |
| 53                 |       | **ENERGY**                                      |       | (485,510            | )           | (0.46               | )%         |
| 4,186              |       | **FINANCIALS**                                  |       | 2,088,606           |        | 1.98                | %          |
| 210                |       | **GRAINS**                                      |       | (67,454             | )           | (0.06               | )%         |
| 684                |       | **INDEX**                                       |       | 1,106,120           |        | 1.05                | %          |
| 23                 |       | **MEATS**                                       |       | (63,853             | )           | (0.06               | )%         |
| 55                 |       | **METALS**                                      |       | (255,118            | )           | (0.25               | )%         |
|               |       | TOTAL FUTURES CONTRACTS OWNED                   |       | 2,336,341           |        | 2.21                | %          |
|               |       |                                            |       |                |        |                |       |
|               |       | **FUTURES CONTRACTS SOLD**                      |       |                |        |                |       |
| (779)              |       | **CURRENCIES**                                  |       | 1,134,845           |        | 1.08                | %          |
| (142)              |       | **ENERGY**                                      |       | 1,058,034           |        | 1.00                | %          |
| (31)               |       | **FINANCIALS**                                  |       | (2,701              | )           | (0.00               | )%         |
| (139)              |       | **GRAINS**                                      |       | 142,842             |        | 0.14                | %          |
| (48)               |       | **INDEX**                                       |       | (79,855             | )           | (0.08               | )%         |
| (1)                |       | **INDUSTRIALS**                                 |       | 693                 |        | 0.00                | %          |
| (17)               |       | **MATERIALS**                                   |       | 1,055               |        | 0.00                | %          |
| (36)               |       | **MEATS**                                       |       | 72,730              |        | 0.07                | %          |
| (135)              |       | **METALS**                                      |       | 327,578             |        | 0.31                | %          |
|               |       | TOTAL FUTURES CONTRACTS SOLD                    |       | 2,655,221           |        | 2.52                | %          |
|               |       | **TOTAL FUTURES CONTRACTS**                     |       | 4,991,562           |        | 4.73                | %          |
|               |       | **OTHER ASSETS IN EXCESS OF OTHER LIABILITIES** |       | 100,617,162         |        | 95.27               | %          |
|               |       | **TOTAL MEMBER’S CAPITAL**                 |       | $                   | 105,608,724 |                | 100.00     | % |

 

Percentages shown represent a percentage of member’s capital as of December 31, 2014.

 

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

 

25

----

 

**Sydling WNT Master Fund LLC**

 

**Statements of Operations**

 

**For the years ended December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 
| ** **                                                                          | ** ** | **2015**   | ** ** | **2014**   | ** ** | **2013**   | ** ** |
|-------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|
| **INVESTMENT INCOME**                                                               |       |       |       |       |       |       |       |
|                                                                                |       |       |       |       |       |       |       |
| Interest income                                                                     |       | $          | 42,256     |       | $          | 19,485     |       | $ | 11,371 |   |
| **Total Investment   Income**                                                       |       | 42,256     |       | 19,485     |       | 11,371     |       |
|                                                                                |       |       |       |       |       |       |       |
| **EXPENSES**                                                                        |       |       |       |       |       |       |       |
|                                                                                |       |       |       |       |       |       |       |
| Brokerage, clearing and   transaction fees                                          |       | 5,527,858  |       | 2,801,413  |       | 1,209,244  |       |
| Professional fees                                                                   |       | 22,017     |       | 90,013     |       | 85,000     |       |
| Organizational expenses                                                             |       | —     |       | —     |       | 11,955     |       |
| **Total Expenses**                                                                  |       | 5,549,875  |       | 2,891,426  |       | 1,306,199  |       |
| **Net Investment   (Loss)**                                                         |       | (5,507,619 | )          | (2,871,941 | )          | (1,294,828 | )          |
|                                                                                |       |       |       |       |       |       |       |
| **NET REALIZED AND   UNREALIZED GAIN/(LOSS) FROM DERIVATIVE INSTRUMENTS**           |       |       |       |       |       |       |       |
|                                                                                |       |       |       |       |       |       |       |
| Net realized gain/(loss) from   futures                                             |       | 13,310,782 |       | 20,608,567 |       | 1,772,152  |       |
| Net change in unrealized   appreciation/(depreciation) on futures                   |       | (3,575,855 | )          | 2,894,622  |       | 2,096,940  |       |
| **Net Realized and   Change in Unrealized Gain/(Loss) from Derivative Instruments** |       | 9,734,927  |       | 23,503,189 |       | 3,869,092  |       |
| **Net Income**                                                                      |       | $          | 4,227,308  |       | $          | 20,631,248 |       | $ | 2,574,264 |   |

 

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

 

26

----

 

**Sydling WNT Master Fund LLC**

**Statements of Changes in Member’s Capital**

 

**For the years ended December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 
| ** **                                                                               | ** ** | **2015**    | ** **  | **2014**   | ** ** | **2013**    | ** ** |
|------------------------------------------------------------------------------------------|------------|-------------|-------------|------------|------------|-------------|------------|
| **INCREASE (DECREASE)   IN MEMBER’S CAPITAL FROM OPERATIONS**                       |       |        |        |       |       |        |       |
| Net investment (loss)                                                                    |       | $           | (5,507,619  | )          | $          | (2,871,941  | )          | $ | (1,294,828 | ) |
| Net realized gain/(loss) from   derivative instruments                                   |       | 13,310,782  |        | 20,608,567 |       | 1,772,152   |       |
| Net change in unrealized   appreciation/(depreciation) on derivative instruments         |       | (3,575,855  | )           | 2,894,622  |       | 2,096,940   |       |
| **Net Income**                                                                           |       | 4,227,308   |        | 20,631,248 |       | 2,574,264   |       |
|                                                                                     |       |        |        |       |       |        |       |
| **INCREASE (DECREASE)   IN MEMBER’S CAPITAL FROM CAPITAL TRANSACTIONS**             |       |        |        |       |       |        |       |
| Subscriptions                                                                            |       | 72,817,016  |        | 46,124,770 |       | 47,097,484  |       |
| Redemptions                                                                              |       | (11,141,097 | )           | (8,181,071 | )          | (2,637,971  | )          |
| **Net Increase   (Decrease) in Member’s Capital Derived from Capital Transactions** |       | 61,675,919  |        | 37,943,699 |       | 44,459,513  |       |
| **Net Increase   (Decrease) in Member’s Capital**                                   |       | 65,903,227  |        | 58,574,947 |       | 47,033,777  |       |
| **Member’s Capital at   Beginning of Year**                                         |       | 105,608,724 |        | 47,033,777 |       | —      |       |
| **Member’s Capital at   End of Year**                                               |       | $           | 171,511,951 |       | $          | 105,608,724 |       | $ | 47,033,777 |   |

 

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

 

27

----

 

**Sydling WNT Master Fund LLC**

**Financial Highlights**

 

**For the years ended December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

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

 
| ** **                                                          | ** ** | **Year Ended   December 31,   2015** | ** **  | **Year Ended   December 31,   2014** | ** ** | **Period Ended   December 31,   2013** | ** ** |
|---------------------------------------------------------------------|------------|------------------------------------------------|-------------|------------------------------------------------|------------|--------------------------------------------------|------------|
| **Ratio/Supplemental   Data:**                                      |       |                                           |        |                                           |       |                                             |       |
| Ratio of net investment loss to   average member’s capital (a) |       | (3.70                                          | )%          | (3.85                                          | )%         | (3.84                                            | )%         |
| Ratio of total expenses to   average member’s capital (a)      |       | 3.73                                           | %           | 3.87                                           | %          | 3.87                                             | %          |
| Total return (b)                                                    |       | 3.63                                           | %           | 25.73                                          | %          | 6.99                                             | %          |
| Member’s capital at end of year                                |       | $                                              | 171,511,951 |                                           | $          | 105,608,724                                      |       | $ | 47,033,777 |   |
|                                                                     |            |                                                |             |                                                |            |                                                  |            |  |  |  |

 

Total return and the ratios to average member’s capital are calculated for investor’s capital taken as a whole. An individual investor’s capital may vary from these ratios and total return based on the timing of capital transactions.

 

----

(a)         The ratios to average member’s capital are annualized. The average member’s capitals used in the above ratios are calculated by using member’s capital after year-end withdrawals.

 

(b)         Total return assumes a purchase of an interest in the Master Fund at the beginning of the year and a sale of the Master Fund interest on the last day of the year noted. For the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, where the period is less than the fiscal year, total return has not been annualized.

 

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

 

28

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**1.**                                      **Organization**

 

Sydling WNT Master Fund LLC (the “Master Fund”) is a Delaware limited liability company formed on August 7, 2012.  Trading operations of the Master Fund commenced on February 19, 2013.  The Master Fund’s investment objective is to seek to achieve capital appreciation through speculative trading in U.S. and international futures, options on futures and forward markets.  The Fund may also engage in swap and other derivate transactions upon approval of Sydling Futures Management LLC (“Sydling”).

 

The member of the Master Fund appointed Sydling as the member designee (the “Member Designee”) to manage the business and affairs of the Master Fund and to act as the Master Fund’s commodity pool operator.  Sydling is registered as a commodity pool operator and a commodity trading advisor and is a member of the National Futures Association (“NFA”) effective August 10, 2011.  Sydling, a wholly owned subsidiary of UBS Alternatives LLC, was formed on August 4, 2011.  UBS Alternatives LLC is a wholly owned subsidiary of UBS Americas Inc. In 2015, UBS AG transferred its ownership interest in UBS Americas Inc. to UBS Americas Holding LLC, a wholly owned subsidiary of UBS AG which is a wholly owned subsidiary of UBS Group AG.

 

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

 

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

 

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

 

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

 

**2.**                                      **Accounting Developments**

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, *Presentation of Financial Statements — Going Concern (Subtopic ASC 205-40)* (“ASU No. 2014-15”).  This amendment requires management to evaluate whether there is

 

29

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**2.**             **Accounting Developments (continued)**

 

substantial doubt about an entity’s ability to continue as a going concern and, if so, to disclose that fact.  Management will also be required to evaluate and disclose whether it plans to alleviate that doubt.  This amendment is effective for fiscal years ending after December 15, 2016.  Commencing in fiscal year 2016, the Fund will perform an analysis and make disclosures as required.  The Fund does not expect that the adoption of ASU No. 2014-15 will have a material impact on the Fund’s financial statements.

 

**3.**                                      **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 (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in member’s capital from operations during the reporting period.  Actual results could differ from those estimates.

 

**b.**              **Statement of Cash Flows**

 

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

 

**c.**               **Fair Value Measurements**

 

FASB Accounting Standards Codification (“ASC”) 820, “*Fair Value Measurements*” (“ASC 820”), defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.  Valuation techniques, as specified by ASC 820, are used to measure fair value.

 

All financial instruments at fair value are categorized into one of three fair value hierarchy levels, based upon the lowest level input that is significant to the financial instrument’s fair value measurement in its entirety:

 

30

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant Accounting Policies (continued)**

 

**c.**               **Fair Value Measurements (continued)**

 

**Level 1** — quoted market prices (unadjusted) in active markets for identical assets or liabilities.

**Level 2** — valuation techniques for which all significant inputs are market observable, either directly or indirectly.

**Level 3** — valuation techniques which include significant inputs that are not based on observable market data.

 

The Master Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period.  During the years ended December 31, 2015 and 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, there were no transfers amongst Levels 1, 2 and 3 of the valuation hierarchy.

 

U.S. GAAP provides guidance in determining whether there has been a significant decrease in the volume and level of activity for an asset or liability when compared with normal market activity for such asset or liability (or similar assets or liabilities).  U.S. GAAP also provides guidance on identifying circumstances that indicate a transaction with regards to such an asset or liability is not orderly.  In its consideration, the Master Fund must consider inputs and valuation techniques used for each class of assets and liabilities.  Judgment is used to determine the appropriate classes of assets and liabilities for which disclosures about fair value measurements are provided.

 

Fair value measurement disclosure for each class of assets and liabilities requires greater disaggregation than the Master Fund’s line items in the Statements of Financial Condition.  The Master Fund determines the appropriate classes for those disclosures on the basis of the nature and risks of the assets and liabilities and their classification in the fair value hierarchy (i.e., Level 1, Level 2, and Level 3).

 

For assets and liabilities measured at fair value on a recurring basis during the year, the Master Fund provides quantitative disclosures about the fair value measurements separately for each class of assets and liabilities, as well as a reconciliation of beginning and ending balances of Level 3 assets and liabilities broken down by class.

 

The Master Fund considers prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1).  The values of non exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2) and for those contracts that are priced using unobservable

 

31

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant Accounting Policies (continued)**

 

**c.**                **Fair Value Measurements (continued)**

 

inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).  As of and for the years ended December 31, 2015 and 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Master Fund did not hold any derivative instruments for which market quotations are not readily available and which are priced by broker-dealers who derive fair values for these assets from observable inputs (Level 2) or that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).  The gross presentation of the fair value of the Master Fund’s derivatives by instrument type is shown in Note 6, “Trading Activities”.

 

At December 31, 2015 and 2014, financial instruments recorded at fair value, consisted of the following:

 

**ASSET TABLE**

 
| **Description**   | ** ** | **Total Fair Value at   December 31, 2015** | ** ** | **Level 1** | ** ** | **Level 2** | ** ** | **Level 3** | ** ** |
|-------------------|------------|----------------------------------------------------------------------|------------|------------------|------------|------------------|------------|------------------|------------|
| Futures Contracts |       | $                                                                    | 1,415,707  |             | $          | 1,415,707        |       | $                | —     |   | $ | — |   |
| **Total Assets**  |       | $                                                                    | 1,415,707  |             | $          | 1,415,707        |       | $                | —     |   | $ | — |   |

 

**ASSET TABLE**

 
| **Description**   | ** ** | **Total Fair Value at   December 31, 2014** | ** ** | **Level 1** | ** ** | **Level 2** | ** ** | **Level 3** | ** ** |
|-------------------|------------|----------------------------------------------------------------------|------------|------------------|------------|------------------|------------|------------------|------------|
| Futures Contracts |       | $                                                                    | 4,991,562  |             | $          | 4,991,562        |       | $                | —     |   | $ | — |   |
| **Total Assets**  |       | $                                                                    | 4,991,562  |             | $          | 4,991,562        |       | $                | —     |   | $ | — |   |

 

The Master Fund trades futures contracts.  A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a derivable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash.  Payments (“variation margin”) may be made or received by the Master Fund each business day, depending on the daily fluctuations in

 

32

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant Accounting Policies (continued)**

 

**c.**                **Fair Value Measurements (continued)**

 

the value of the underlying contracts, and are recorded as unrealized gains or losses by the Master Fund.  When the contract is closed, the Master Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.  Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded.  Net realized gains (losses) and changes in net unrealized gains (losses) on futures contracts are included in the Statements of Operations.

 

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

 

**d.**              **Redemptions Payable**

 

Pursuant to ASC Topic 480, *Distinguishing Liabilities from Equity*, capital withdrawals effective December 31, 2015 and 2014 have been reflected as redemptions payable in the Statements of Financial Condition.

 

**e.**               **Cash**

 

Cash represents cash held on deposit and in segregated accounts with UBS.  The Master Fund considers all cash and short term deposits with original maturity of three months or less to be cash or cash equivalents.  There are no cash equivalents held as at December 31, 2015 and 2014.  Cash includes cash margin of $20,104,777 and $10,545,800 held by UBS against open derivative positions at December 31, 2015 and 2014, respectively.  Cash includes foreign cash balances equal to $4,747,092 and $1,537,593 at December 31, 2015 and 2014, respectively.

 

**f.**                **Income and Expenses Recognition**

 

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

 

33

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant Accounting Policies (continued)**

 

**g.**              **Master Fund Expenses**

 

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

 

**h.**              **Member’s Capital Value**

 

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

 

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

 

**i.**                 **Income Taxes**

 

The Master Fund is classified as a partnership for U.S. federal income tax purposes and will not pay U.S. federal income tax.  As a result, no income tax liability or expense has been recorded in the financial statements.

 

U.S. GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Master Fund’s financial statements to determine whether the tax positions are “more-likely-than not” to be sustained by the applicable tax authority.

 

Tax positions with respect to tax at the Master Fund level not deemed to meet the “more-likely-than not” threshold would be recorded as a tax benefit or expense in the current year.  Management has analyzed the Master Fund’s tax positions for the open tax period and has concluded that no provision is required in the Master Fund’s financial statements.  The Master Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of

 

34

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**3.**                                      **Significant****Accounting Policies (continued)**

 

**i.**                 **Income Taxes (continued)**

 

Operations.  For the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Master Fund did not incur any interest or penalties.

 

**4.**                                      **Related Party Transactions and Other Agreements**

 

**a.**              **Limited Liability Company Agreement**

 

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

 

**b.**              **Trading Advisory Agreement**

 

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

 

**c.**               **Customer Agreement**

 

The Master Fund has entered into a customer agreement (the “Customer Agreement”) with UBS whereby UBS provides services which include, among other things, the execution of transactions for the Master Fund’s account in accordance with orders placed by the Advisor.

 

With respect to transactions in the Master Fund that are allocable to the Feeder, the Feeder will pay UBS a monthly brokerage fee equal to 3.5% per year of adjusted member’s capital allocated pro rata from the Master Fund.  In addition, the Feeder will pay or reimburse UBS its allocable share of all actual transaction fees (including floor brokerage, exchange, clearing, give-up, user and NFA fees) estimated at approximately 0.10% of member’s capital per year.

 

For the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013, the Master Fund incurred brokerage

 

35

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**4.**                                      **Related Party Transactions and Other Agreements (continued)**

 

**c.**               **Customer Agreement (continued)**

 

commissions and trading fees of $5,527,858, $2,801,413 and $1,209,244, respectively, of which the brokerage commissions of $505,493 and $318,818 remained payable and are reflected on the Statements of Financial Condition as of December 31, 2015 and 2014, respectively.

 

**5.**                                      **Organization Costs**

 

In 2013, organization costs of $11,955 relating to the formation of the Master Fund were initially paid by UBS Financial Services Inc., an affiliate of Sydling and a selling agent for the Feeder.

 

**6.**                                      **Trading Activities**

 

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

 

The Customer Agreement between the Master Fund and UBS gives the Master Fund the legal right to net unrealized gains and losses on open futures contracts.  Futures contracts are executed on exchanges and are typically liquidated by entering into offsetting contracts.  The Master Fund nets, for financial reporting purposes, the unrealized gains and losses on open futures contracts on the Statements of Financial Condition.

 

All of the commodity interests owned by the Master Fund are held for trading purposes.  The average number of futures contracts traded for the years ended December 31, 2015 and 2014, based on a monthly calculation, was 5,952 and 2,651, respectively.

 

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

 

36

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**6.**                                      **Trading Activities (continued)**

 

The following table indicated the gross fair values of derivative instruments of futures contracts as separate assets and liabilities as of December 31, 2015 and 2014.

 
| ** **                                                | ** ** | **December 31,   2015** | ** ** | **December 31,   2014** | ** ** |
|-----------------------------------------------------------|------------|------------------------------|------------|------------------------------|------------|
| **ASSETS**                                                |       |                         |       |                         |       |
| Futures Contracts                                         |       |                         |       |                         |       |
| Currencies                                                |       | $                            | 966,615    |                         | $          | 1,153,935 |   |
| Energy                                                    |       | 834,260                      |       | 1,058,034                    |       |
| Financials                                                |       | 695,436                      |       | 2,418,331                    |       |
| Grains                                                    |       | 636,305                      |       | 191,418                      |       |
| Index                                                     |       | 571,447                      |       | 1,337,472                    |       |
| Industrials                                               |       | 3,058                        |       | 693                          |       |
| Materials                                                 |       | 3,430                        |       | 1,385                        |       |
| Meats                                                     |       | —                       |       | 72,730                       |       |
| Metals                                                    |       | 1,076,636                    |       | 329,744                      |       |
| Total unrealized appreciation on   open futures contracts |       | $                            | 4,787,187  |                         | $          | 6,563,742 |   |
|                                                      |       |                         |       |                         |       |
| **LIABILITIES**                                           |       |                         |       |                         |       |
| Futures Contracts                                         |       |                         |       |                         |       |
| Currencies                                                |       | $                            | (93,490    | )                            | $          | (5,540 | ) |
| Energy                                                    |       | (483,932                     | )          | (485,510                     | )          |
| Financials                                                |       | (1,899,644                   | )          | (332,427                     | )          |
| Grains                                                    |       | (105,142                     | )          | (116,030                     | )          |
| Index                                                     |       | (458,400                     | )          | (311,207                     | )          |
| Materials                                                 |       | —                       |       | (330                         | )          |
| Meats                                                     |       | (189,460                     | )          | (63,853                      | )          |
| Metals                                                    |       | (141,412                     | )          | (257,283                     | )          |
| Total unrealized depreciation on   open futures contracts |       | $                            | (3,371,480 | )                            | $          | (1,572,180 | ) |
|                                                      |       |                         |       |                         |       |
| Net unrealized appreciation on   open futures contracts*  |       | $                            | 1,415,707  |                         | $          | 4,991,562 |   |

 

----

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

 

37

----

 

**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**6.**                                      **Trading Activities (continued)**

 

The following table indicates the trading gains and losses, by market sector, on derivative instruments for the years ended December 31, 2015, 2014 and for the period from February 19, 2013 (commencement of trading operations) to December 31, 2013.

 
| ** **  | ** ** | **For the year ended** | ** ** | **For the year ended** | ** ** | **For the period ended** | ** ** |
|-------------|------------|---------------------------------------|------------|---------------------------------------|------------|-----------------------------------------|------------|
| ** **  | ** ** | **December 31, 2015**       | ** ** | **December 31, 2014**       | ** ** | **December 31, 2013**         | ** ** |
| ** **  | ** ** | **Gain (loss)**                  | ** ** | **Gain (loss)**                  | ** ** | **Gain (loss)**                    | ** ** |
| **Sector**  | ** ** | **from trading**                 | ** ** | **from trading**                 | ** ** | **from trading**                   | ** ** |
| Currencies  |       | $                                     | 1,487,446  |                                  | $          | 4,729,007                               |       | $ | 808,460 |   |
| Energy      |       | 9,339,097                             |       | 6,768,173                             |       | (1,016,108                              | )          |
| Financials  |       | 3,143,613                             |       | 13,315,461                            |       | (2,394,770                              | )          |
| Grains      |       | 233,536                               |       | (2,109,878                            | )          | 848,011                                 |       |
| Index       |       | (7,252,769                            | )          | (332,006                              | )          | 4,549,702                               |       |
| Industrials |       | 11,880                                |       | (3,740                                | )          | (20,075                                 | )          |
| Materials   |       | (149,880                              | )          | (82,840                               | )          | (44,605                                 | )          |
| Meats       |       | 516,381                               |       | 865,117                               |       | 32,135                                  |       |
| Metals      |       | 2,405,623                             |       | 353,895                               |       | 1,106,342                               |       |
|        |       | $                                     | 9,734,927  | **                                    | $          | 23,503,189                              | **         | $ | 3,869,092 | ** |

 

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** These amounts are shown in “Net Realized and Unrealized Gain from Derivative Instruments” on the Statements of Operations.

 

**7.**                                      **Financial Instruments Risks**

 

In the normal course of business, the Master Fund, is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments.  These financial instruments may include futures, forwards and options on futures whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument.  These instruments may be traded on an exchange, a swap execution facility or over-the-counter (“OTC”).  Exchange-traded instruments are standardized and include futures and certain forward and options contracts.  OTC contracts are negotiated between contracting parties and include certain swaps, forwards and options contracts.  Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted.  The purchaser of an option

 

38

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**Sydling WNT Master Fund LLC**

**Notes to Financial Statements (continued)**

 

**December 31, 2015, 2014 and for the period from**

**February 19, 2013 (commencement of trading operations) to December 31, 2013**

***(Expressed in U.S. Dollars)***

 

**7.**                                      **Financial Instruments Risks (continued)**

 

may lose the entire premium paid for the option.  The writer, or seller, of an option has unlimited risk.  Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk.  In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.  For the years ended December 31, 2015 and 2014, the Master Fund traded futures contracts only.

 

The risk to the members that have purchased interests in the Master Fund is limited to the amount of their capital contributions to the Master Fund and their share of the Master Fund’s assets and undistributed profits.  This limited liability is a consequence of the organization of the Master Fund as a limited liability company under applicable law.

 

Market risk is the potential for changes in the value of the financial instruments traded by the Master Fund due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices.  Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.  The Master Fund is exposed to a market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short.

 

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract.  The Master Fund’s risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments.  The Master Fund has credit risk and concentration risk because the sole counterparty or broker with respect to the Master Fund’s assets is UBS.  Credit risk with respect to exchange-traded instruments is reduced to the extent that through UBS, the Master Fund’s counterparty is an exchange or clearing organization.  Futures contracts are conducted through regulated exchanges which have margin requirements, and are settled in cash on a daily basis, thereby minimizing credit risk.

 

**8.**                                      **Subsequent Events**

 

Management has evaluated the impact of all subsequent events on the Master Fund through March 21, 2016, the date these financial statements were available to be issued.  Subsequent to year end additional subscriptions were received from the Fund totaling $21,907,653.  Subsequent to year end redemptions were paid to the Fund totaling $1,989,396.  Management has determined that there were no additional subsequent events requiring recognition or disclosure in the financial statements.

 

39

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**Item 9A. Controls and Procedures.**

 

The Fund’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Fund on the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods expected in the Securities and Exchange Commission’s (the “SEC”) rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Fund in the reports it files is accumulated and communicated to management, including the President and Chief Financial Officer (“CFO”) of the Member Designee, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

 

Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Fund’s external disclosures.

 

The Member Designee’s President and CFO have evaluated the effectiveness of the Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2015 and, based on that evaluation, the President and CFO have concluded that at that date the Fund’s disclosure controls and procedures were effective.

 

·             The Fund’s *internal control over financial reporting*is a process under the supervision of the Member Designee’s President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

 

·             pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Fund;

 

·             provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Fund’s receipts are handled and expenditures are made only pursuant to authorizations of the Member Designee; and

 

·             provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Fund’s assets that could have a material effect on the financial statements.

 

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

 

There were no changes in the Fund’s internal control over financial reporting during the fiscal quarter ended December 31, 2015 that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

40

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**PART IV**

 

**Item 15. Exhibits, Financial Statement Schedules.**

 
| (a)(1) | Financial Statements:                                                                                                                                                                                                   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                    |
|   | Statements of Financial Condition at   December 31, 2015 and 2014                                                                                                                                                  |
|   |                                                                                                                                                                                                                    |
|   | Statements of Operations for the years ended   December 31, 2015 and 2014 and the period from February 19, 2013   (commencement of trading operations) through December 31, 2013                         |
|   |                                                                                                                                                                                                                    |
|   | Statements of Changes in Members’ Capital for the   years ended December 31, 2015 and 2014 and the period from   February 19, 2013 (commencement of trading operations) through   December 31, 2013 |
|   |                                                                                                                                                                                                                    |
|   | Notes to Financial Statements                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                    |   |
| (2)    | Exhibits                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                    |   |
|   | Exhibit 3.1                                                                                                                                                                                                        | Certificate of Formation (filed as Exhibit 3.1   to the general form for registration of securities on Form 10 filed on   May 29, 2014 and incorporated herein by reference). |
|   |                                                                                                                                                                                                                    |   |
|   | (a)                                                                                                                                                                                  | Certificate of Amendment of the Certificate of   Formation (filed as Exhibit 3.1(a) to the general form for   registration of securities on Form 10 filed on May 29, 2014 and   incorporated herein by reference). |
|   |                                                                                                                                                                                                                    |   |
|   | Exhibit 3.2                                                                                                                                                                                                        | Application for Authority (filed as Exhibit 3.2   to the general form for registration of securities on Form 10 filed on   May 29, 2014 and incorporated herein by reference). |
|   |                                                                                                                                                                                                                    |   |
|   | Exhibit 3.3                                                                                                                                                                                                        | LLC Agreement (filed as Exhibit 3.3 to the   general form for registration of securities on Form 10 filed on   May 29, 2014 and incorporated herein by reference). |
|   |                                                                                                                                                                                                                    |   |
|   | Exhibit 10.1                                                                                                                                                                                                       | Customer Agreement between the Master Fund and UBS   Securities (filed as Exhibit 10.1 to the general form for registration   of securities on Form 10 filed on May 29, 2014 and incorporated   herein by reference). |
|   |                                                                                                                                                                                                                    |   |
|   | Exhibit 10.2                                                                                                                                                                                                       | Agency Agreement between the Fund and UBS Financial   Services (filed as Exhibit 10.2 to the general form for registration of   securities on Form 10 filed on May 29, 2014 and incorporated herein   by reference). |
|   |                                                                                                                                                                                                                    |   |
|   | Exhibit 10.3                                                                                                                                                                                                       | Trading Manager Agreement among the Fund, the Master   Fund and Sydling (filed as Exhibit 10.3 to the general form for registration   of securities on Form 10 filed on May 29, 2014 and |
|        |                                                                                                                                                                                                                         |  |  |

 

41

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|   |                                          | incorporated herein by reference).                                                                                                                                                                                                                 |
|--------|-----------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                          |                                                                                                                                                                                                                                               |
|   | Exhibit 10.4                             | Trading Advisory Agreement between the Fund and the   Advisor (filed as Exhibit 10.4 to the general form for registration of   securities on Form 10 filed on May 29, 2014 and incorporated herein   by reference).                 |
|   |                                          |                                                                                                                                                                                                                                               |
|   | (a)        | Letter from Sydling extending the Trading Advisory   Agreement for 2015, dated June 29, 2014 (filed as   Exhibit 10.4(a) to the Form 10-Q filed on August 14, 2014   and incorporated herein by reference).               |
|   |                                          |                                                                                                                                                                                                                                               |
|   | (b)        | Letter from Sydling extending the Trading Advisory   Agreement for 2016, dated June 26, 2015 (filed as   Exhibit 10.4(a) to the Form 10-Q filed on August 14, 2015   and incorporated herein by reference).               |
|   |                                          |                                                                                                                                                                                                                                               |
|   | Exhibit 10.5                             | Fee Arrangement Agreement among Sydling, the Master   Fund and UBS Securities (filed as Exhibit 10.5 to the general form for   registration of securities on Form 10 filed on May 29, 2014 and   incorporated herein by reference). |

 

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

 

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

 

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

 

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

 

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

 

101. INS     XBRL Instance Document.

 

101. SCH    XBRL Taxonomy Extension Schema Document.

 

101. CAL    XBRL Taxonomy Extension Calculation Linkbase Document.

 

101. LAB    XBRL Taxonomy Extension Label Linkbase Document.

 

101. PRE    XBRL Taxonomy Extension Presentation Linkbase Document.

 

101. DEF            XBRL Taxonomy Extension Definition Document.

 

42

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**SIGNATURES**

 

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

 
| CAVENDISH FUTURES FUND   LLC |                           |
|------------------------------|--------------------------------|
|                         |                           |   |
|                         |                           |   |
| By:                          | Sydling Futures Management LLC |   |
|                         |                           |   |

 
| By:    | /s/ Jerry Pascucci            |   |
|--------|-------------------------------|--------|
|   | Jerry Pascucci,               |   |
|   | President & Director |   |
|   | Date: January 13, 2017        |   |

 

43

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

 

Annual Report to Members

 

No proxy material has been sent to Members.

 

44

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