covenant capital management of tennessee, llc
Transcription
covenant capital management of tennessee, llc
DISCLOSURE DOCUMENT OF COVENANT CAPITAL MANAGEMENT OF TENNESSEE, LLC COMMODITY TRADING ADVISOR THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. THE DELIVERY OF THIS DISCLOSURE DOCUMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION IT CONTAINS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE SHOWN BELOW. The date of first intended use of this document is July 31, 2015. RISK DISCLOSURE STATEMENT THE RISK OF LOSS IN TRADING COMMODITY INTERESTS CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. IN CONSIDERING WHETHER TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE AWARE OF THE FOLLOWING: IF YOU PURCHASE A COMMODITY OPTION YOU MAY SUSTAIN A TOTAL LOSS OF THE PREMIUM AND OF ALL TRANSACTION COSTS. IF YOU PURCHASE OR SELL A COMMODITY FUTURES CONTRACT OR SELL A COMMODITY OPTION OR ENGAGE IN OFF-EXCHANGE FOREIGN CURRENCY TRADING YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN FUNDS OR SECURITY DEPOSIT AND ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO ESTABLISH OR MAINTAIN YOUR POSITION. IF THE MARKET MOVES AGAINST YOUR POSITION, YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A SUBSTANTIAL AMOUNT OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN ORDER TO MAINTAIN YOUR POSITION. IF YOU DO NOT PROVIDE THE REQUESTED FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION MAY BE LIQUIDATED AT A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR ACCOUNT. UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR IMPOSSIBLE TO LIQUIDATE A POSITION. THIS CAN OCCUR, FOR EXAMPLE, WHEN THE MARKET MAKES A ‘‘LIMIT MOVE.’’ THE PLACEMENT OF CONTINGENT ADVISOR, SUCH AS A ‘‘STOP-LOSS’’ NECESSARILY LIMIT YOUR LOSSES MARKET CONDITIONS MAY MAKE ORDERS. ORDERS BY YOU OR YOUR TRADING OR ‘‘STOP-LIMIT’’ ORDER, WILL NOT TO THE INTENDED AMOUNTS, SINCE IT IMPOSSIBLE TO EXECUTE SUCH A ‘‘SPREAD’’ POSITION MAY NOT BE LESS RISKY THAN A SIMPLE ‘‘LONG’’ OR ‘‘SHORT’’ POSITION. THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN COMMODITY INTEREST TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE USE OF LEVERAGE CAN LEAD TO LARGE LOSSES AS WELL AS GAINS. IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT AND ADVISORY FEES. IT MAY BE NECESSARY FOR THOSE ACCOUNTS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS, AT PAGE 11, A COMPLETE DESCRIPTION OF EACH FEE TO BE CHARGED TO YOUR ACCOUNT BY THE COMMODITY TRADING ADVISOR. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE COMMODITY INTEREST MARKETS. YOU SHOULD THEREFORE CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY INTEREST TRADING BEFORE YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE 6. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING ADVISOR MAY ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE YOUR TRANSACTIONS MAY BE EFFECTED. BEFORE YOU TRADE YOU SHOULD INQUIRE ABOUT ANY RULES RELEVANT TO YOUR PARTICULAR CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU INTEND TO TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE IN BOTH YOUR LOCAL AND OTHER RELEVANT JURISDICTIONS. THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW FROM ACCEPTING FUNDS IN THE TRADING ADVISOR’S NAME FROM A CLIENT FOR TRADING COMMODITY INTERESTS. YOU MUST PLACE ALL FUNDS FOR TRADING IN THIS TRADING PROGRAM DIRECTLY WITH A FUTURES COMMISSION MERCHANT OR RETAIL FOREIGN EXCHANGE DEALER, AS APPLICABLE. TABLE OF CONTENTS Page Covenant Capital Management of Tennessee, LLC 1 Principals and Background 1 Original Program 2 Aggressive Program 3 Optimal Program 4 Long Commodity Program 5 Principal Risk Factors 6 Special Disclosure for Notionally-Funded Accounts 9 Cash Additions and Withdrawals 11 Options 11 Fees 11 Actual and Potential Conflicts of Interest 12 Administrative, Civil, or Criminal Actions 13 Privacy Policy 13 Past Trading Performance 13 Original Program-Customer Performance 15 Aggressive Program-Customer Performance 16 Long Commodity Program-Customer Performance 17 Optimal Program-Customer Performance 18 Covenant Capital Management of Tennessee, LLC Covenant Capital Management of Tennessee, LLC which also does business as Covenant Capital Management may be referred to in this document as “CCM”. CCM is a Limited Liability Company organized June 1, 1999, originally existing under the laws of the state of Delaware as Covenant Capital Management of Tennessee, LLC. It is registered to do business in the state of Tennessee as Covenant Capital Management, LLC. CCM was reorganized in the state of Tennessee on August 29, 2000. At this time it dissolved its organization in the state of Delaware. Its principal business address and telephone are 3100 West End Avenue, Suite 1090, Nashville, TN 37203, and (615) 678-6742. Brince Wilford, Scot Billington and Jonah Hescock are the only principals of CCM. CCM is registered with the Commodity Futures Trading Commission (CFTC) as a Commodity Trading Advisor (CTA) and became a member of the National Futures Association (NFA) in such capacity on July 30, 1999. CCM became registered with the CFTC as a Commodity Pool Operator (CPO) on July 30, 2013. This document will be used beginning July 31, 2015 through July 31, 2016. No person is authorized by Covenant Capital Management to give any information or to make any representation not contained herein. CCM’s past trading performance can be found on pages 13-18 of this document. Principals and Backgrounds Brince Wilford is the Secretary and is a 45.05% equity holder of CCM. He is registered with the CFTC as a principal and associated person of CCM. Mr. Wilford shares control of CCM with his co-founder, Scot Billington (see below) and together they jointly lead the operations, trading, research, and compliance functions of the company. Mr. Wilford and Mr. Billington codeveloped the trading models employed by CCM and are both actively involved in every aspect of CCM’s business and trading. Prior to, and during the early years of forming CCM, Mr. Wilford worked for Healthcare Realty Trust, Inc. in the Investments Department from August of 2002 through January of 2006 where his primary responsibilities included business development, financial modeling, consulting and acquisitions work. Healthcare Realty Trust is a publicly traded Real Estate Investment Trust (NYSE:HR). Mr. Wilford resigned from Healthcare Realty in 2006 to focus full time on the advisory. He returned to Healthcare Realty in January of 2008 when he assumed the role of Senior Vice President of Investments until December of 2010 at which time his affiliation with Healthcare Realty ended. Mr. Wilford is an equity partner in Rubicon Equities, LLC a Delaware based company that invests in corporate real estate but does not participate in the day to day operations of that company. Mr. Wilford currently manages all CCM business activity at the home office in Nashville, TN and has been registered as a principal and associated person of the advisor since co-founding the company on July 30, 1999. Scot Billington is the Chief Manager and a 45.05% equity holder of CCM. Mr. Billington is registered with the CFTC as a principal and associated person of CCM. Mr. Billington and Mr. Wilford share control of CCM and they jointly lead the operations, trading, research, and compliance functions of the company. Mr. Billington and Mr. Wilford co-developed the trading systems that are employed by CCM. Mr. Billington is actively involved in every aspect of CCM’s business and trading. Mr. Billington worked as an assistant trader for Bradford & Co., Incorporated, a Futures Commission Merchant (FCM) and division of J. C. Bradford & Co. from July 1993 until May 1999 when he began forming CCM. At J.C. Bradford he was responsible Page 1 of 17 for executing client orders, advising clients, and developing systems. Beginning in April of 2002, Mr. Billington worked for Ronin Capital, an Option Trading Investment Company at the Chicago Board Options Exchange where his main function was making markets in the OEX 100 Index options market. Mr. Billington was a member of the Chicago Board Options Exchange and a Market Maker at Ronin Capital in OEX 100 Index options until January 4, 2005. Mr. Billington has been a principal and associated person of the advisor since inception on July 30, 1999 and he became a branch office manager of the advisor at its branch office in Chicago, IL on July 13, 2005. Jonah Hescock is the Trading Director and Fund Manager for CCM. He has been registered with the CFTC as an Associated Person of CCM since July 2, 2012 and a principal since June 16, 2015. Mr. Hescock directs the trading and fund management operations of CCM under the supervision and direction of Brince Wilford and Scot Billington. In the furtherance of his responsibilities, Mr. Hescock is directly supported by various trading and back office personnel employed by CCM. In addition to his primary responsibilities Mr. Hescock plays a significant role in the marketing and research efforts of CCM and he assists CCM’s Compliance Officer with regulatory compliance and risk management on a regular basis. Mr. Hescock began his tenure with CCM on May 1, 2012. Prior to that he was employed by Healthcare Realty Trust, Inc., a publicly traded Real Estate Investment Trust, where he served as an Investments Analyst. His responsibilities included developing financial models, conducting investment analysis on acquisitions and proprietary developments as well as leading due diligence efforts on acquisitions totaling over $350 million. Mr. Hescock began his employment at Healthcare Realty Trust on June 1, 2010 and remained there until joining CCM in May of 2012. He holds a M.S. in Finance from Vanderbilt University, as well as a B.A. and B.S. in Finance and Accounting from the University of Kentucky. He holds the Series 3 registration. Mr. Billington and Mr. Wilford both spend a limited amount of time volunteering in consulting roles or as board members for non-profit organizations and may continue to do so in the future. Original Trading Program CCM takes positions based on a long-term, technical, trend following system created by CCM. Discretion is used only in extremely rare cases to interpret the existing rules of the system. Technical analysis uses the theory that a study of the markets themselves will provide a means of anticipating price changes. The system attempts to participate in long-term market trends. It does not try to predict trends. The system does not try to predict when a trend will start, how long it will last, or how high or low it will move. After a trend has occurred, CCM does not seek to explain why a trend may have occurred or why it behaved as it did. The only prediction made is that trends will continue to exist as a phenomenon of the market place. CCM can only recognize a trend after some, most or all of it has already occurred. The system identifies when a trend may be beginning and begins entering the market at that point. The same technical analysis indicates when the trend may be ending, and signals to exit the market at that point. Both entering and exiting of positions is done incrementally, at slightly different price levels and possibly over an indeterminate period of time. The system is designed to minimize Page 2 of 17 commissions and the number of trades per market when compared to other futures trading systems. Stop losses will be placed in the market as soon as entries are made, and they will be modified periodically as dictated by the trading model. A stop may, or may not necessarily be changed from week to week. Initial trade risk is targeted to a percentage of the account’s total value. The percentage risked is a dynamic variable that incorporates current levels of retracement from the most recent all-time high value for the account. As profits accumulate in a position, the model will allow risk in that position to increase significantly from the amount of risk initially allocated to the trade. However, at a constant pre-determined level, CCM may use options or may decrease the position size to reduce risk. Exits are generally executed on trailing stops. Position size may be dramatically reduced to lower risk, but a position will not be exited until the market hits the pre-determined trailing stop level. In rare occurrences in which large gains in accumulate rapidly in a position and the statistical expectation for further gains is depleted, CCM will exit positions on new highs. The program will also reduce exposure to given markets on a regular basis in keeping with limitations placed on the total amount of risk carried by all positions in the account. Aggregate open position risk is continuously monitored and the model disallows total risk in the account to exceed pre-determined levels. CCM trades a diverse portfolio of markets and market sectors including but not limited to, metals, meats, grains, energies, softs, foreign currencies, domestic and foreign interest rates, and domestic and foreign stock indices. By broadly diversifying across a wide array of markets, CCM attempts to diminish the importance of any one position in the portfolio. Prospective clients should be aware that CCM may trade markets on foreign exchanges and may trade options as well as futures contracts. The individual positions are designed to be relatively small and the stops are designed to be relatively wide to avoid multiple entries and exits that increase the commission burden on an account. Larger initial risks per contract minimize the effects of large gap moves through the stop levels as a percentage of the original risk. Clients should only invest in this program if they have a minimum investment horizon of at least 3-5 years and should expect annual drawdowns of at least 10-15% in this program. CCM targets maximum drawdowns in the Original Program of 25%. However, we cannot and do not ensure that such a target will not be dramatically exceeded. Clients should be aware that total losses may be much larger than anticipated and may greatly exceed expectations. Please review the Risk Disclosure Statement provided at the beginning of this Disclosure Document. CCM conducts continuing research to improve its trading methodology and risk management parameters. Markets may be added to or subtracted from the portfolio. CCM may make changes to its investment strategies without notifying current investors. Prospective clients should be aware that CCM may trade markets on foreign exchanges and may trade options as well as futures contracts. The Original Program began trading September 1, 1999 with both proprietary and client funds. The minimum investment for the Original Program is $5,000,000. Aggressive Program This program will take the same positions as the Original Program; however, it will allocate a larger amount of risk at trade inception and will allow for risk in a given account to accumulate to a level approximately 20% higher than the maximum risk tolerated by the Original Program. Page 3 of 17 This will result in considerably larger swings in account equity. This program has lower minimum account sizes. Participants in this program must be prepared for larger drawdowns and greater volatility than the Original Program. Annual drawdowns of greater than 20% from daily peaks to valleys are expected and should be incorporated into a client’s decision to invest in the Aggressive Program. Clients should only invest in this program if they have a minimum investment horizon of at least 3-5 years. CCM targets maximum drawdowns in the Aggressive Program of 30%. However, we cannot ensure that such a target will not be dramatically exceeded. As always, clients should be aware that total losses may be much larger than anticipated and may greatly exceed expectations. Please review the Risk Disclosure Statement provided at the beginning of this Disclosure Document. Prospective clients should be aware that CCM may trade markets on foreign exchanges and may trade options as well as futures contracts. This program began trading January 15, 2004. The minimum investment for the Aggressive Program is $3,000,000. Optimal Program The Optimal Program is designed to give an investor the highest return and risk adjusted return. This program seeks volatility. This program should only be considered as component of a “barbell” investment strategy, placing the majority of assets in “safe” investments and a small minority in very aggressive investments. This program will take the same trading signals as the Original Program; however, it will allocate much larger risk to each new trade taken. This will result in extremely volatile swings in account equity. Participants in this program must be prepared for vastly larger drawdowns and greater volatility of than either the Original Program or Aggressive Program. Annual drawdowns of greater than 80% from daily peaks to valleys are expected and should be incorporated into a client’s decision to invest in the Optimal Program. Clients should only invest in this program if they have a minimum investment horizon of at least 3-5 years. CCM does not limit or target maximum drawdowns in the Optimal Program. Clients should be aware that drawdowns and volatility will be extreme with maximum drawdowns exceeding 90%. Clients should be aware that total losses may be much larger than anticipated and may greatly exceed expectations. Please review the Risk Disclosure Statement provided at the beginning of this Disclosure Document. Prospective clients should be aware that CCM may trade markets on foreign exchanges and may trade options as well as futures contracts. The Optimal Program is available for client participation and the minimum investment is $500,000. Page 4 of 17 Long Commodity Program This program is a Custom Program designed for a specific client to attempt to achieve specific outcomes. Like all currently offered CCM programs, this program follows similar position entry and exit parameters as CCM’s Original Program for the given market basket traded by this program. The Long Commodity Program differs from the Original Program in trades taken, trade size, and portfolio composition. This program only trades commodities and does not trade any currency, stock index, or interest rates. This program takes only long signals and will take some long signals not taken by the other programs. This program began trading in March of 2009. As stated previously, the Long Commodity Program is a Custom Program and is unavailable to new investment. The minimum investment for any CCM Custom Program is $25 million. Page 5 of 17 Principal Risk Factors A prospective client interested in opening a managed account with CCM should carefully consider the highly speculative nature of trading commodity interests and the possibility that he may lose more than the amount of money initially deposited in his commodity brokerage account. CCM will lose money during periods without sustained market trends. Open trade profits will be reduced, sometimes significantly or entirely, when markets change trend. If many of the markets in the portfolio are not trending, losses will be substantial. If there are several significant reversals of trend simultaneously, much of the profits generated from those trends may be lost. Drawdowns of 10%-15% or more are not unusual. Additional risk factors covered below and elsewhere in this document should be seriously considered before investing funds with Covenant Capital Management. There can be no assurances made that CCM's methods will be successful. Futures and forward trading is a highly speculative zero sum endeavor in which there is an equal offsetting loss for every gain. After various commissions and fees are paid, the trading of futures and forwards becomes a negative sum game in which the losers lose more than the winners profit. A client's account may incur certain risks relating to the initial investment of its assets. Due to market conditions, CCM may take several days (or months) before a new account is fully invested. A new account may enter markets that have already been in sustained trends; therefore, incurring more initial risk than would have been taken had the account entered the trade at the original signal. Commodity contract prices can be highly volatile. Price movements may be influenced by domestic or foreign factors, changes in supply and demand relationships, weather, trade policies and programs, fiscal policies, monetary policies, political events, rates of inflation, currency devaluation, and many other known or unknown factors. In addition governments from time to time intervene, directly and indirectly, in certain markets. Such intervention is often intended to influence price. A client is also subject to the risk of the failure of any of the exchanges on which CCM trades or any of their clearinghouses. The client is also at risk of a bankruptcy or failure of the FCM that holds the assets of the account. None of these factors can be controlled by CCM, and no assurance can be given that CCM's advice will result in profitable trades for a client or that a client will not incur substantial losses. The low margin deposits required to trade commodities permit a high degree of leverage. Initial margin in futures is a performance bond that the investor will comply with the terms of the contract; it is not a borrowing. Usually only 2%-18% of the contract's value is required on deposit. Relatively small price movements in the contract can cause large percentage losses to the investor. A trade can easily lose more than the original margin deposit. When the market value of a particular open position changes to a point where the margin on deposit in a client's account does not satisfy the maintenance margin requirement, the client, not CCM, will receive a margin call from the FCM. If the margin call is not met within the time set by the FCM, the FCM has the right to close out the position. Page 6 of 17 Most U. S. commodity exchanges limit daily price fluctuations ("daily limits"). During a trading day, no trades can take place beyond these daily limits. Once the price reaches the daily limit, positions cannot be taken or liquidated beyond that limit. Occasionally, trading will in effect halt at the limit price creating a situation called "locked limit". Prices have traded locked limit for several days in a row. This situation could prevent CCM from liquidating losing positions and subject a client to substantial losses beyond the margin initially committed to such trades. Under some conditions, a client may be required to take delivery of the physical commodity. The CFTC could suspend or limit trading in a particular contract, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. CCM will occasionally engage in trading on commodity exchanges outside of the U. S. Trading on such exchanges is not regulated by any U. S. governmental agency and may involve certain risks not applicable to trading on U. S. exchanges. For example, some foreign exchanges, in contrast to U. S. exchanges are "principals' markets" in which performance is the responsibility only of the individual member with whom the trader has entered into a futures contract and not of an exchange or clearing corporation. Moreover, such trading may be subject to whatever regulatory provisions are applicable to transactions effected outside the U. S., whether on foreign exchanges or otherwise. Trading on foreign exchanges involves the additional risks of expropriation, burdensome or confiscatory taxation, moratoriums, and investment controls or political or diplomatic events that might adversely affect CCM's trading activities. Engaging in trading on foreign exchanges is also subject to the risk of changes in the exchange rate between United States Dollars and the currencies in which contracts traded on such exchanges are settled. Although the CFTC is prohibited by statute from promulgating rules which govern in any respect, any rule, contract term or action of any foreign commodity exchange, the CFTC has full authority to regulate the sale of foreign futures contracts within the U. S. It has adopted regulations, which may restrict the clients for whom, or with whom CCM may trade and the contracts, and markets on which CCM trades, which may have an impact on future performance results. CCM uses stops to limit risk in given positions. These stops do not guarantee an exit at the price or even at all. THE PLACEMENT OF CONTINGENT ORDERS BY CCM, SUCH AS A "STOP-LOSS" OR "STOP-LIMIT" ORDER, WILL NOT NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE MARKET CONDITIONS MAY MAKE IT IMPOSSIBLE TO EXECUTE SUCH ORDERS. The CFTC and United States exchanges have established limits referred to as "position limits" on generally the maximum net long or net short speculative position which any person or group of persons may hold or control in particular commodity interest contracts. In addition, the CFTC requires U. S. exchanges to set position limits on all contracts that do not have such limits. All accounts managed and controlled by CCM (including the accounts of clients) are aggregated for position limit purposes. It is possible from time to time that the trading decisions of CCM may have to be modified and position held or controlled by it may have to be liquidated in order to avoid exceeding applicable position limits. Such modification or liquidation, if required, could adversely affect the performance of the accounts of clients. Page 7 of 17 Participating customer’s FCM may fail. Under CFTC regulations, FCM’s are required to maintain customer’s assets in a segregated account. If a customer’s FCM fails to do so, the customer may be subject to risk of loss of funds in the event of its bankruptcy. Even if such funds are properly segregated, the customer may still be subject to a risk of a loss of his funds on deposit with the FCM should another customer of the FCM or the FCM itself fail to satisfy deficiencies in such other customer’s accounts. Bankruptcy law applicable to all U.S. futures brokers requires that, in the event of the bankruptcy of such a broker, all property held by the broker, including certain property specifically traceable to the customer, will be returned, transferred or distributed to the broker’s customers only to the extent of each customer’s pro-rata share of all property available for distribution to customers. If any futures broker retained by the customer were to become bankrupt, it is possible that the customer would be able to recover none or only a portion of its assets held by such futures broker. The Internal Revenue Code of 1986, as amended, provides that investment advisory fees are to be aggregated with unreimbursed employee business expenses and other expenses of producing income collectively called "Aggregate Investment Expenses". The aggregate amount of such expenses will be deductible only to the extent such amount exceeds 2% of a taxpayer's adjusted gross income. In addition, Aggregate Investment Expenses in excess of the 2% threshold, when combined with certain other deductions, are subject to a reduction, generally equal to 3% of the taxpayer's adjusted gross income in excess of a threshold amount. Such limitation could substantially reduce the deductibility for federal income tax purposes on any amounts deemed to constitute "investment advisory fees". The incentive fees payable to Covenant Capital Management may be characterized as investment advisory fees subject to the above limitation. EACH CLIENT, THEREFORE, MAY PAY TAX ON MORE THAN THE NET PROFITS GENERATED IN THEIR ACCOUNT. EACH PROSPECTIVE CLIENT MUST CONSULT AND DEPEND ON HIS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF PARTICIPATING IN CCM'S TRADING PROGRAM. CCM IS HIGLY PROPRIETARY IN ITS TRADING METHODOLOGIES. CCM does not reveal details of our trading model, its risk management techniques, nor any other material aspect of what we deem, in our own discretion, to be material aspects of our trading. As such, clients will not fully understand the strategies and techniques that impact the performance of their account. Clients should be aware that there will always be a significant lack of awareness regarding material factors in CCM’s trading models. Regulatory Failure is a possibility. Despite the efforts of government and industry regulators, no assurances can be made that regulations monitored and enforced by such entities will limit the possibility of fraud, theft, or any other malfeasance perpetrated by CCM or any third party associated with accounts managed by CCM. Page 8 of 17 SPECIAL DISCLOSURE FOR NOTIONALLY-FUNDED ACCOUNTS YOU SHOULD REQUEST YOUR COMMODITY TRADING ADVISOR TO ADVISE YOU OF THE AMOUNT OF CASH OR OTHER ASSETS (ACTUAL FUNDS) WHICH SHOULD BE DEPOSITED TO THE ADVISOR'S TRADING PROGRAM FOR YOUR ACCOUNT TO BE CONSIDERED "FULLY-FUNDED". THIS IS THE AMOUNT UPON WHICH THE COMMODITY TRADING ADVISOR WILL DETERMINE THE NUMBER OF CONTRACTS TRADED IN YOUR ACCOUNT AND SHOULD BE AN AMOUNT SUFFICIENT TO MAKE IT UNLIKELY THAT ANY FURTHER CASH DEPOSITS WOULD BE REQUIRED FROM YOU OVER THE COURSE OF YOUR PARTICIPATION IN THE COMMODITY TRADING ADVISOR'S PROGRAM. YOU ARE REMINDED THAT THE ACCOUNT SIZE YOU HAVE AGREED TO IN WRITING (THE "NOMINAL" OR "NOTIONAL" ACCOUNT SIZE) IS NOT THE MAXIMUM POSSIBLE LOSS THAT YOUR ACCOUNT MAY EXPERIENCE. YOU SHOULD CONSULT THE ACCOUNT STATEMENTS RECEIVED FROM YOUR FUTURES COMMISSION MERCHANT IN ORDER TO DETERMINE THE ACTUAL ACTIVITY IN YOUR ACCOUNT, INCLUDING PROFITS, LOSSES AND CURRENT CASH EQUITY BALANCE. TO THE EXTENT THAT THE EQUITY IN YOUR ACCOUNT IS AT ANY TIME LESS THAN THE NOMINAL ACCOUNT SIZE YOU SHOULD BE AWARE OF THE FOLLOWING: ALTHOUGH YOUR GAINS AND LOSSES, FEES AND COMMISSIONS MEASURED IN DOLLARS WILL BE THE SAME, THEY WILL BE GREATER WHEN EXPRESSED AS A PERCENTAGE OF ACCOUNT EQUITY. YOU MAY RECEIVE MORE FREQUENT AND LARGER MARGIN CALLS. Further Disclosure for Notionally-Funded Accounts The following is not a recommendation by CCM to clients to fund accounts notionally. All clients should understand that the agreed upon account size is the amount upon which CCM will determine the number of contracts traded in your account. Drawdowns do occur and should be expected by any investor. Please review the implications of drawdowns on a notionalized account and consult with CCM before considering this investment strategy. We wish to emphasize that any account opened with CCM must be considered to be an investment the full nominal amount by the client. In the event of a severe drawdown, the client should be prepared to increase his deposit in a notionalized account in order to maintain the account. It is important to realize that gains or losses from trading do not affect the amount of notional funding in the account. Page 9 of 17 Notional funds in a client’s account are funds not actually held in the account, but which a client has committed to the trading activity of the account. The tables on the following page are provided to help disclose the effects notionalizing has on returns and drawdowns. Rates of Return for Various Funding Levels Actual ROR 50% 40% 30% 20% 10% -10% -20% -30% 50% 40% 30% 20% 10% -10% -20% -30% 100% 67% 53% 40% 27% 13% -13% -27% -40% 75% 100% 80% 60% 40% 20% -20% -40% -60% 50% 200% 160% 120% 80% 40% -40% -80% -120% 25% Notionalization Account Size On Deposit Notionalized Notionalized Amount Rate of Return Profit Effective Return on Amount Deposited $ 10,000,000 $ 10,000,000 0% $ -‐ 24% $ 2,400,000 24% $ 10,000,000 $ 7,500,000 25% $ 2,500,000 24% $ 2,400,000 32% $ 10,000,000 $ 5,000,000 50% $ 5,000,000 24% $ 2,400,000 48% Effect of a 10% Drawdown Effective Drawdown on Amount Deposited Amount Remaining i n Account Effect of a 20% Drawdown Effective Drawdown on Amount Deposited Amount Remaining i n Account Effect of a 30% Drawdown Effective Drawdown on Amount Deposited Amount Remaining i n Account $ 1,000,000 10% $ 9,000,000 $ 2,000,000 20% $ 8,000,000 $ 3,000,000 30% $ 7,000,000 $ 1,000,000 13% $ 6,500,000 $ 2,000,000 27% $ 5,500,000 $ 3,000,000 40% $ 4,500,000 $ 1,000,000 20% $ 4,000,000 $ 2,000,000 40% $ 3,000,000 $ 3,000,000 60% $ 2,000,000 Page 10 of 17 Cash Additions/Withdrawals Any cash additions or withdrawals can affect the nominal account size at the client’s discretion by increasing, maintaining, or decreasing the level of notionalization. The client should state in writing the level of notionalization to be applied to any new funds deposited. Example: Nominal account size $10,000,000 Funds on deposit $2,500,000 Notional % 75% Cash deposit $2,500,000 New nominal account size $12,500,000 New funds on deposit $5,000,000 New notional % 60% The client has decreased his/her leverage by trading his new deposit on a 1:1 basis rather than the 4:1 basis used on his previous funds. Options An option on a future gives the purchaser the right but not the obligation to take a position in the underlying commodity at the specified strike price. A 'call' gives the purchaser the right to take a long position, and a "put" gives the purchaser the right to take a short position. The purchase price of the option is called the "premium". The seller of the option is credited the premium, but is obligated to take a futures position opposite the options buyer if the option is exercised by the buyer. The buyer of an option has risk limited to the premium paid plus commissions and fees, but the seller of an option has unlimited risk. Fees CCM charges a 20% incentive fee. The client may elect, with CCM’s approval, to have their incentive fee payable either annually or quarterly “fee period”. The annual fee payment is based on performance during the calendar year, January 1 – December 31st. The quarterly fee periods are standard financial quarters. This determination as to which fee period is appropriate is made mutually between the client and CCM and all terms of the fee structure are specified in the Advisory Agreement signed by the client and by CCM. Regardless of whether a client chooses a quarterly or annual incentive fee period the process for calculating and assessing the fee is the same. The incentive fee is calculated as 20% of net new trading profits generated during such fee period. These profits include net gains or losses on closed out positions plus net open position from the first business day of the fee period to the last business day of the fee period. These profits must be over and above the aggregate of previous fee period profits as of the end of any fee period after deducting incentive fees paid. The incentive fee is calculated on trading profits net of any management fees. Interest earned in the account is not subject to incentive fees. If net new trading profits for a calendar year are negative, it shall constitute a “carryforward loss” for the beginning of the next fee period. To the extent any funds are withdrawn from a client’s Account, any loss attributed to those funds shall be deducted from the carryforward loss. Accounts closed before the end of a fee period will pay any fees due at the time the account is closed. Accounts opened after the beginning of a fee period will pay incentive Page 11 of 17 fees generated due at the end of the fee period. Incentive fees that have been paid will not be returned even if losses are incurred in subsequent periods. The incentive fee will be charged from CCM directly to the managed account through the clearing broker unless otherwise requested by the account holder. CCM also charges a 2% annual management fee, 0.167% of each month’s beginning total account size, charged monthly, and assessed on the account size at the beginning of the month. Account size is determined by adding the total equity (cash, cash instruments plus open trade equity) of the account to any notional funds. The management fee may be waived or negotiated at manager’s discretion. Fees are usually calculated and billed by CCM, with the billing sent directly to a client’s commodity broker to be paid out of the trading account. Clients are required to execute a fee payment authorization directing the commodity broker to deduct the fees from the account upon presentation to the broker by CCM of a certificate setting forth the amount of the fees payable to it. Certain institutional clients have elected to calculate their own fees and then send the calculations to CCM for review and confirmation. These clients may calculate fees differently than CCM does, which may result in them paying slightly lower fees. There may also be situations where their calculations may result in higher fees for CCM. In either situation, CCM does not expect such differences to be material. Actual and Potential Conflicts of Interest CCM will trade capital for its principals and their family members. These accounts will be directed exactly like other client accounts. Most orders will be entered as blocks, and the FCM executing such orders shall allocate the fill prices to each account according to an equitable allocation method. The highest priced fills will go to the highest account number, thus benefiting the high account numbers on sales and low account numbers on buys. Any partial fills will be allocated on a rotating basis. This may result in a principal of CCM receiving a superior price compared to a client. In case of a partial fill of a block order, CCM or its principals may not receive the same trade as a client. CCM may also direct proprietary trading in new or existing programs. CCM generally will permit clients or prospective clients to examine the trading records of its proprietary accounts. CCM may manage various accounts according to different fee structures. CCM may enter into a fee sharing agreement with individual associated persons, FCM’s, or IB’s in return for raising assets. This arrangement will pay the outside entity a share of the fees generated. CCM will NOT charge any extra fees to an account placed by an outside party. CCM is not involved in or responsible for any extra commissions or fees charged to the account by the outside party. CCM does not receive and is not entitled to receive a share in any commissions paid to any FCM or Introducing Broker (IB) or any principal thereof in connection with the establishment or continuation of a client's account with such FCM or IB. The size of the account may result in different commission levels for different clients within the same FCM. CCM's proprietary accounts may pay lower commission rates. Page 12 of 17 Because an incentive fee is earned by the CTA, the CTA could take on riskier, or more risk averse, positions in the client’s account. Clients are free to select the FCM or IB of their choice; however, CCM will control the selection of the executing broker and the client will be responsible for any "give up" fees. Said “give up” fees may be as much as $4 round-turn per contract. Administrative, Civil, or Criminal Actions There have not been any administrative, civil, or criminal actions against CCM or its principals at any time preceding the date of this disclosure document. Privacy Policy Covenant Capital Management obtains nonpublic personal information about clients from their account documentation as well as in the course of processing redemption requests. None of such information is disclosed except as necessary in the course of processing subscriptions and redemptions and otherwise administering or trading the account without express consent of the client. 1. CCM obtains names, addresses, social security numbers, financial information, investing history as well as account numbers, account sizes, and account performance as well as other sensitive personal information. 2. Paper and electronic documents are held in the offices of CCM, which are reasonably protected from intruders. Only officers and employees of CCM have access to this information. Past Trading Performance The past performance of customer accounts traded by CCM in the Original Program is displayed beginning on page 15. The past performance of the Aggressive Program is found on page 16. Past performance for the Long Commodity Program is found on page 17. Past performance for the Optimal Program is on page 18. When reviewing the performance tables, you should understand that different accounts, even though they are traded according to the same trading program, can have varying investment results. Results among accounts will vary depending on several factors, such as commission rates and advisory fees charged the accounts, the date the accounts started trading, split fills received on block orders, the liquidity of the futures contracts traded, the order in which trades for the various accounts were entered and the size of the accounts. The size of an account may affect the relative size of positions taken, the degree of diversification and the particular commodities traded. One particular factor that greatly impacts the difference in performance between client accounts is the date the accounts started trading. Due to market conditions, CCM may take up to several months before a new account is fully invested. For example, the Optimal Program achieved a Page 13 of 17 composite rate of return of 1.79% in June 2014 and 0.33% in July 2014. Some accounts included in the composite achieved a rate of return better than the composite figures and some accounts achieved a lessor return. The most profitable account (based on rate of return) achieved an individual rate of return of 6.33% in June 2014 and 2.71% in July 2014. The least profitable account achieved an individual rate of return of -2.08% in June 2014 and -1.41% in July 2014. Please note that the least profitable account for the June and July period started trading in June 2014. It was not as profitable because it was not at full portfolio during that period. Another example would be the August through October 2014 period for the Optimal Program. Such program achieved a composite rate of return of 19.20% in August 2014 with the least profitable account having a return of 15.08%. Please note that the least profitable account in August started trading in August. In the months of September and October 2014, the Optimal Program achieved a composite rate of return of 79.67% and 8.36%, respectively. The most profitable accounts achieved an individual rate of return of 90.34% in September and 10.54% in October. The least profitable account achieved an individual rate of return of 10.36% in September and -5.35% in October. Again, please note that least profitable account during the September and October period started trading in September. Please also note that the least profitable account for the June and July period was the most profitable account for the August through October period. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS Page 14 of 17 PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS Original Program -‐ Customer Past Performance Name of CTA: Covenant Capital Management of Tennessee, LLC Trading Program: Original Program CTA Inception: 09/01/99 Program Inception: 09/01/99 program as of 7/31/15: Number of accounts in this 15 Number of customer accounts managed by CTA as of 7/31/15: 50 Total customer assets under management as of 7/31/15: $286,889,509 Total customer assets under management excluding notional assets as of 7/31/15: $21,116,116 Customer assets under trading program as of 7/31/15: $85,020,031 Customer assets under trading program excluding notional assets as of 7/31/15: $5,312,695 In the past five years: Largest monthly drawdown*: 5/11 Worst peak-to-valley drawdown**: -7.11% 6/13-1/14 -12.65% Number of profitable accounts that have opened and closed: 4 Range of returns experienced by profitable accounts: 1.83% to 17.36% Number of unprofitable accounts that have opened and closed: 2 Range of returns experienced by unprofitable accounts: -6.91% to -3.67% Lifetime: Largest monthly drawdown: 11/01 Worst peak-to-valley drawdown: 06/01-1/02 Month January -0.98% 3.01% 0.76% -4.66% 3.26% -1.71% -0.60% 0.64% -2.28% 2.47% -1.49% -1.64% 4.48% 7.55% -2.22% 2.55% -0.94% -2.25% 1.96% -7.11% 0.83% 4.89% -0.33% -3.16% 1.14% -2.33% -3.96% -5.00% 0.60% 0.98% -2.94% 4.30% 8.02% -1.65% -0.13% 4.97% 3.05% 0.53% 0.57% 2.61% 6.38% -1.59% 4.04% -3.83% 12.37% 5.21% -2.49% -5.49% 0.77% 5.17% -0.89% 0.61% 0.69% -0.25% 6.40% 6.74% -0.16% 1.70% 0.47% 1.68% 23.77% 2.70% 2.12% 0.56% 27.02% -7.41% RESULTS PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE February March April May June July August September October November December Annual 2010 -3.25% 2011 -2.00% 2012 0.18% 2013 4.85% 2014 -4.04% -9.67% 2015 -28.39% 0.21% Please note that although all accounts in the above table were generally traded in parallel, not all accounts had equal results. Please see pages 13 and 14 for further information. *Largest monthly drawdown is the largest loss experienced in any calendar month expressed as a percentage of total equity in the composite of accounts. **Worst peak-to-valley drawdown is the percentage decline at month end (after eliminating deposits and withdrawals) from any month end asset value without such value being exceeded as of a subsequent month end. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS Page 15 of 17 -‐ Customer Aggressive Program Past Performance Name of CTA: Covenant Capital Management of Tennessee, LLC Trading Program: Aggressive Program CTA Inception: 09/01/99 of 7/31/15: Number of accounts in this program as Program Inception: 01/15/04 27 Number of customer accounts managed by CTA as of 7/31/15: 50 Total customer assets under management as of 7/31/15: $286,889,509 Total customer assets under management excluding notional assets as of 7/31/15: $21,116,116 Customer assets under trading program as of 7/31/15: $64,425,326 Customer assets under trading program excluding notional assets as of 7/31/15: $11,764,877 In the past five years: Largest monthly drawdown*: 2/13 -7.57% Worst peak-to-valley drawdown**: 6/13-5/14 Number of profitable accounts that have opened and closed: -16.05% 24 Range of returns experienced by profitable accounts: 0.11% to 39.85% Number of unprofitable accounts that have opened and closed: 30 Range of returns experienced by unprofitable accounts: -18.02% to -0.18% Lifetime: Largest monthly drawdown: 3/07 and 8/07 -9.69% Worst peak-to-valley drawdown: 2/06-3/07 Month January February March April May June July August September October November December Annual -5.88% -2.05% -1.42% 6.87% -5.78% 0.78% 0.09% 2.40% 2.74% -7.57% 4.07% -1.99% -1.66% -0.89% -2.82% 2.59% -2.27% -2.29% 5.42% 5.51% -4.02% 2.20% -1.34% -2.84% -0.45% -4.87% 2.36% 4.82% -0.37% -3.91% 0.44% -2.53% -5.89% -7.53% 0.74% 1.00% -0.34% 2.20% 11.94% -2.20% -0.37% 1.76% 2.08% 1.99% 0.51% 3.45% 10.54% -0.54% 6.19% -4.27% 15.56% 6.82% -4.49% -7.15% 1.28% 4.78% -0.61% 1.14% 0.97% 0.36% 6.84% 7.08% 0.88% 2.79% 0.46% 2.28% 24.44% -1.65% 6.32% -3.53% 29.51% -9.01% RESULTS PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE 2010 2011 2012 2013 2014 -20.41% 2015 Please note that although all accounts in the above table were generally traded in parallel, not all accounts had equal results. Please see pages 13 and 14 for further information. *Largest monthly drawdown is the largest loss experienced in any calendar month expressed as a percentage of total equity in the composite of accounts. **Worst peak-to-valley drawdown is the percentage decline at month end (after eliminating deposits and withdrawals) from any month end asset value without such value being exceeded as of a subsequent month end. Page 16 of 17 PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS Long Commodity Program -‐ Customer Past Performance Name of CTA: Covenant Capital Management of Tennessee, LLC Trading Program: Long Commodity Program 09/01/9 9 03/01/0 9 CTA Inception: Program Inception: this program as of 7/31/15: Number of accounts in 2 Number of customer accounts managed by CTA as of 7/31/15: 50 Total customer assets under management as of 7/31/15: $286,889,509 Total customer assets under management excluding notional assets as of 7/31/15: $21,116,116 Customer assets under trading program as of 7/31/15: $132,000,000 Customer assets under trading program excluding notional assets as of 7/31/15: 0 In the past five years: Largest monthly drawdown*: 7/14 -8.06% Worst peak-to-valley drawdown**: 5/11-5/15 -32.32% Number of profitable accounts that have opened and closed: 1 Range of returns experienced by profitable accounts: 33.09% Number of unprofitable accounts that have opened and closed: 0 Range of returns experienced by unprofitable accounts: NA Lifetime: Largest monthly drawdown: 7/14 Worst peak-to-valley drawdown: 5/11-5/15 Month 2010 January -5.10% -0.28% 0.49% 2.27% -0.05% -0.47% February 0.66% 2.38% 2.39% -5.57% 1.71% -1.24% March -0.78% 1.33% -1.50% -1.09% 0.30% -0.96% April 2.00% 2.58% 0.80% -1.36% -1.17% -0.46% May -2.60% -6.61% -5.62% -0.51% -2.65% -1.66% June -0.67% -3.45% 5.29% -0.42% 0.07% 1.81% July -0.48% 1.86% 6.86% 0.19% -8.06% August 0.79% 2.37% 3.85% 1.04% -1.94% September 9.67% -6.96% 0.85% -1.40% -0.71% October 7.03% -0.44% -5.87% -0.28% -0.53% Novembe r 2.07% 0.27% -0.89% -0.04% 0.20% 2011 2012 2013 2014 2015 -32.32% 20.72% -8.64% 3.08% -7.23% -13.73% -2.98% PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS December 7.41% Annual -8.06% -1.41% -2.76% -0.11% -1.51% Please note that although all accounts in the above table were generally traded in parallel, not all accounts had equal results. Please see pages 13 and 14 for further information. *Largest monthly drawdown is the largest loss experienced in any calendar month expressed as a percentage of total equity in the composite of accounts. **Worst peak-to-valley drawdown is the percentage decline at month end (after eliminating deposits and withdrawals) from any month end asset value without such value being exceeded as of a subsequent month end. Page 17 of 17 PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS Optimal Program -‐ Customer Past Performance Name of CTA: Trading Program: CTA Inception: Program Inception: Covenant Capital Management of Tennessee, LLC Optimal Program 09/01/9 9 05/01/0 8 Number of accounts in this program as of 7/31/15: 6 Number of customer accounts managed by CTA as of 7/31/15: 50 Total customer assets under management as of 7/31/15: $286,889,509 Total customer assets under management excluding notional assets as of 7/31/15: $21,116,116 Customer assets under trading program as of 7/31/15: $5,444,152 Customer assets under trading program excluding notional assets as of 7/31/15: $4,038,545 In the past five years: Largest monthly drawdown*: 5/15 Worst peak-to-valley drawdown**: -18.94% 1/15-5/15 -35.56% Number of profitable accounts that have opened and closed: 2 Range of returns experienced by profitable accounts: 2.71% to 460.06% Number of unprofitable accounts that have opened and closed: 0 Range of returns experienced by unprofitable accounts: NA Lifetime: Largest monthly drawdown: 5/15 Worst peak-to-valley drawdown: 1/15-5/15 Month 2010 2011 2012 2013 2014 2015 January - - - - - 4.40% February - - - - 29.82% -4.71% March - - - - -10.82% -7.86% April - - - - -6.23% -9.46% May - - - -6.69% -18.94% June - - - - 1.79% 6.86% July - - - - 0.33% August - - - - 19.20% Septembe r - - - - 79.67% - -18.94% -35.56% November 25.12% December 8.74% Annual 226.65% -28.12% to January 2014. CCM did not use the Optimal Program to trade client accounts from January 2009 PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS October - - - - 8.36% Please note that although all accounts in the above table were generally traded in parallel, not all accounts had equal results. Please see pages 13 and 14 for further information. *Largest monthly drawdown is the largest loss experienced in any calendar month expressed as a percentage of total equity in the composite of accounts. **Worst peak-to-valley drawdown is the percentage decline at month end (after eliminating deposits and withdrawals) from any month end asset value without such value being exceeded as of a subsequent month end. Page 18 of 17 END THIS PAGE INTENTIONALLY LEFT BLANK Page 19 of 17