(2) Summary of Significant Accounting
Policies
The accounting records for the Platform and
Series are maintained in accordance with accounting
principles generally accepted in the United States of America
(“GAAP”). Following is a summary of significant
accounting policies consistently followed in the preparation
of the financial statements. The Platform includes the
accounts of the WC Diversified Series.
Investment
The Series invests in the Master Fund. The
Series’ investment in the Master Fund is carried at fair
value and represents the Series’ pro rata interest in
the net assets of the Master Fund as of the close of business
on the relevant valuation date. The Master Fund’s assets
are carried at fair value. At each valuation date, the Master
Fund’s income, expenses, net realized gain/(loss) and
net increase/(decrease) in unrealized
appreciation/(depreciation) are allocated to the Series based
on the Series’ pro rata interest in the net assets of
the Master Fund, and recorded in the Series’ Condensed
Statements of Operations. The Master Fund provides the Series
with daily estimated net asset valuations. The financial
statements of the Master Fund are attached to this report and
should be read in conjunction with the Series’ financial
statements.
Basis of Presentation
Pursuant to rules and regulations of the SEC,
financial statements are presented for the Platform as a
whole and for the WC Diversified Series. The accompanying
financial statements and notes thereto include financial
statements and footnote totals for the Platform as a whole.
For the avoidance of doubt, the debts, liabilities,
obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular segregated
series shall be enforceable only against the assets of such
series and not against the assets of the Platform generally
or any other segregated series. Accordingly, the assets of
one segregated series of the Platform include only those
funds and other assets that are paid to, held by or
distributed to the Platform on account of and for the benefit
of that segregated series, including, without limitation,
funds delivered to the Platform for the purchase of Units in
that segregated series. As of June 30, 2011 and 2010, and
December 31, 2010, the WC Diversified Series exists as the
only segregated series on the Platform.
The Series is a feeder fund to the Master Fund
and other funds sponsored by the Sponsor invest in the Master
Fund. At June 30, 2011, the Series’ investment in the
Master Fund was $14,959,548, approximately 16.89% of the
Master Fund’s net assets. In accordance with Financial
Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946 Financial
Services – Investment Companies, the Series and the
Master Fund are not consolidated.
Use of Estimates
The preparation of financial statements in
accordance with GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Cash
Cash is maintained in the custody of
commercial banks and includes cash received related to
subscriptions received in advance. The Master Fund traded on
a leverage basis of approximately: (a) two to one from
January 1, 2010 through January 18, 2010; (b) two and a half
to one from January 19, 2010 through June 30, 2011. In order
to maintain the Series’ overall portfolio at a leverage
of approximately one, the Series’ capital not needed at
the Master Fund to maintain a leverage of one will be held in
the cash account maintained by the Series as opposed to being
invested into the Master Fund. The Sponsor will rebalance the
amounts held as it deems necessary to keep the Series’
capital leverage factor at approximately one.
Prepaid assets
Prepaid assets represent insurance contracts
that are maintained by the Series as well as the ongoing
sales commissions (the “Sales Commission”,
“Initial Sales Commission” or “Placement
Fee”). Insurance premiums paid are capitalized and
expensed over the term of the contract. Refer to below
section “Sales Commission”.
Subscriptions received in
advance
Subscriptions received in advance are
subscriptions for shares effective subsequent to period
end.
Redemptions payable
Redemptions payable are share redemptions
effective June 30, 2011 but paid subsequent to period
end.
Fair Value of Investments
FASB ASC 820, Fair Value Measurements and
Disclosures (“ASC 820”) defines fair value,
establishes a framework for measuring fair value and expands
disclosures about fair value measurements. ASC 820 also
emphasizes that fair value is a market-based measurement, not
an entity-specific measurement, and sets out a fair value
hierarchy with the highest priority being quoted prices in an
active market. Under ASC 820, fair value measurements are
disclosed by level within that hierarchy, as follows:
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Level 1 — Values for investments
classified as Level 1 are based on unadjusted quoted
prices for identical investments in an active market.
Since valuations are based on quoted prices that are
readily accessible at the measurement date, valuation
of these investments does not entail a significant
degree of judgment.
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Level 2 — Values for investments
classified as Level 2 are based on quoted prices for
similar investments in active or non-active markets for
which all significant inputs are observable either
directly or indirectly. Level 2 inputs may also include
discounts related to restrictions on the
investments.
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Level 3 — Values for investments
classified as Level 3 are based on prices or valuation
techniques that require inputs that are both
significant to the fair value and unobservable,
including valuations by the Sponsor or custodian in the
absence of readily ascertainable market values.
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The Series invests a portion of its assets in
the Master Fund. The classification of the Master Fund’s
investments in accordance with ASC 820 is discussed in the
notes to the financial statements of the Master Fund.
Derivative Instruments
FASB ASC 815, Derivatives and Hedging
(“ASC 815”) requires qualitative disclosure about
objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of and gains and losses
on derivative instruments and disclosures about
credit-risk-related contingent features in derivative
agreements. The Series invests a portion of its assets in the
Master Fund which engages in the speculative trading of U.S.
and foreign futures contracts and currency forward contracts
(collectively “derivatives”). The
disclosures required by ASC 815 for the Master Fund are
discussed in the notes to the attached financial statements
of the Master Fund. The Series does not directly trade
derivatives.
Interest Income/Expense
Interest income and expense is recognized on
an accrual basis. Interest income or expense may include (1)
the allocation from the Master Fund of the Master Fund’s
interest income/expense from its broker or interest income
from the Master Fund’s investment in the OPCA, and
allocated by the Master Fund to the Series or (2) interest
income from the Series’ bank account.
Sales Commissions
Each Member or Member-related account may be
subject to an ongoing sales commission (the “Sales
Commission”).
B-2 Units are subject to an ongoing Sales
Commission equal to 2% per annum of the month-end net asset
value, including interest income, of the outstanding B-2
Units after deducting the Management Fee and accrued
Performance Fee, if any, but before deducting the Sales
Commission and Sponsor’s Fee for such month. Each month
that B-2 Units are sold, a Sales Commission equal to 2% of
the aggregate subscriptions for B-2 Units is paid by the
Sub-Series to the Selling Agents (the “Initial Sales
Commission” or “Placement Fee”). The amount of
the Initial Sales Commission will then be amortized against
the Net Asset Value of the B-2 Units equally each month over
the first 12 months. Thereafter, a Sales Commission equal to
0.17% of the Net Asset Value (equivalent to an annual rate of
approximately 2%) of the B-2 Units sold on the relevant
subscription date that remain outstanding is charged each
month and is paid to the Selling Agents.
The Sales Commission may be greater or less
than 2% of the current Net Asset Value of the B-2 Units. The
Sales Commission charged against the Net Asset Value of the
B-2 Units each month is equal to the total of the amortized
Sales Commission for all B-2 Units that have been outstanding
for twelve months or less, plus 0.17% (equivalent to an
annual rate of approximately 2%) per month of the Net Asset
Value of the B-2 Units that have been outstanding for more
than twelve months. For example, if 40% of the B-2
Units’ had been outstanding for more than twelve months,
the total Sales Commission would equal the sum of all of the
amortized portions for that month plus 0.17% (equivalent to
an annual rate of approximately 2%) times the Net Asset Value
of the B-2 Units times 0.4. All B-2 Unit holders would then
be charged their pro rata portion of such amount. In general,
if the Net Asset Value of the B-2 Units is increasing, the
amount paid will generally be less than 2% of their Net Asset
Value, and if the Net Asset Value of the B-2 Units is
decreasing, the amount paid will generally be greater than 2%
of their Net Asset Value.
The B-0 Units are not subject to a Sales
Commission.
The Selling Agents, in consultation with the
Sponsor, may waive or reduce the Sales Commission for certain
Members without entitling any other Member to any such waiver
or reduction.
Income Taxes
The Platform follows the provisions of FASB
ASC Topic 740, Income Taxes (“ASC 740”),
related to accounting for uncertainty in income taxes. ASC
740 prescribes the minimum recognition threshold a tax
position must meet in connection with accounting for
uncertainties in income tax positions taken or expected to be
taken by an entity before being measured and recognized in
the financial statements. ASC 740 requires the evaluation of
tax positions taken in the course of preparing the tax
returns to determine whether the tax positions are
“more-likely-than-not” of being sustained by the
applicable tax authority. Tax benefits of positions not
deemed to meet the more-likely-than-not threshold would be
recorded as a tax expense in the current year. As of June 30,
2011, no liability was recognized in connection with ASC 740.
The Platform is subject to income tax examinations by tax
authorities for all tax years since its inception
date.
No provision has been made in the accompanying
financial statements for U.S. federal or state income taxes.
As the Series is a partnership for tax purposes, the
Series’ Members are individually responsible for
reporting income or loss based on such Investor’s share
of the Series’ income and expenses as reported for
income tax purposes.
Distributions
The Sponsor does not currently intend to make
any distributions. Consequently, in order to pay the taxes
attributable to their investment in the Series, Members must
either redeem Units or pay such taxes from other
sources.
Subscriptions
Units are purchased generally at the beginning
of each calendar month based on the net asset value per Unit
for all other purposes (see Note 3) calculated for the prior
month-end.
Completed Subscription Agreements relative to
the Series must be received by the appropriate Selling Agent
no later than seven calendar days prior to the first day of
any month in which a Member intends to invest. Members are
initially issued Units at $1,000 per unit as of the date of
the commencement of operations and at the current Net Asset
Value (“NAV”) for all dates thereafter.
Existing Members may make an additional
investment by completing, and submitting to the Selling
Agents, a short-form Subscription Agreement, as provided by
the Sponsor.
The Sponsor, in its sole discretion and for
any reason, may decline to accept the subscription of any
prospective Member.
Redemptions
Units may be redeemed as of the end of any
calendar month (each, a “Redemption Date”) at the
Net Asset Value per Unit at such Redemption Date. Redemption
requests must be received by the 15th day of the calendar
month of such Redemption Date or the following business day
if the 15th is not a business day. The Sponsor may permit
redemptions at other times and on shorter notice.
The Net Asset Value of redeemed Units is
determined as of the Redemption Date for purposes of
determining the redemption proceeds due to Members. Members
will remain subject to fluctuations in such Net Asset Value
during the period between submission of their redemption
requests and the applicable Redemption Date. The Net Asset
Value of Units on the designated Redemption Date may differ
materially from the Net Asset Value of such Units as of the
date on which an irrevocable redemption request must be
submitted.
When Units are redeemed (or exchanged), any
accrued fees (including performance fees) and expenses reduce
the redemption proceeds paid to members.
Redemption Fee
If a Member redeems his or her investment in
the B-2 Units before the end of the sixth calendar month
following such Member’s initial investment in the B-2
Units (the “Initial Investment”), such Redemption
will be subject to a Redemption Fee (the “Redemption
Fee”) equal to 2% of such Member’s Initial
Investment. If a Member Redeems his or her investment in the
B-2 Units following the sixth month-end after the date of his
or her Initial Investment but prior to the twelfth month-end
after the date of such Member’s Initial Investment, such
Redemption will be subject to a Redemption Fee equal to 1% of
such Member’s Initial Investment in the B-2 Units. The
Redemption Fee will be pro rated for partial redemptions
prior to the twelfth month-end following such Member’s
Initial Investment, i.e. if the Member withdraws 50% of his
or her current investment in the B-2 Units, 50% of the
Redemption Fee will be due upon Redemption. In no case will
the sum of all Redemption Fees paid by a Member be greater
than the Initial Sales Commission paid by such Member.
Redemption fees amounted to $200 and $500 for the six months
ended June 30, 2011 and 2010.
Indemnifications
In the normal course of business, the Series
enters into contracts and agreements that contain a variety
of representations and warranties and which would provide
general indemnifications. The maximum exposure under these
arrangements is unknown, as this would involve future claims
that may be made against the Series that have not yet
occurred. The Series expects the risk of any future
obligation under these indemnifications to be remote.
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