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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 2004
or
/ / Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Commission file number: 0-23240
GLOBAL HORIZONS I L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3716393
------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
C/O MERRILL LYNCH INVESTMENT MANAGERS LLC
222 BROADWAY
27th FLOOR
NEW YORK, NY 10038-2510
(Address of principal executive offices)
Registrant's telephone number, including area code: (609) 282-6996
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Limited Partnership
Units
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 registrant is an accelerated filer (as defined by
Rule 12-b2 of the Act).
Yes / / No /X/
Aggregate market value of the voting and non-voting common equity held by
non-affiliates: the registrant is a limited partnership; as of February 1, 2005,
limited partnership units with an aggregate value of $304,964,943, were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's "2004 Annual Report and Report of Independent Registered Public
Accounting Firm" the annual report to security holders for the fiscal year ended
December 31, 2004, is incorporated by reference into Part II, Item 8 and Part IV
hereof and filed as an Exhibit herewith. Copies of the annual report are
available free of charge by contacting Alternative Investments client services
at 1-800-765-0995.
GLOBAL HORIZONS I L.P.
ANNUAL REPORT FOR 2004 ON FORM 10-K
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business 1
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 14
Item 8. Financial Statements and Supplementary Data 18
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 18
Item 9A. Controls and Procedures 18
Item 9B. Other Information 18
PART III
Item 10. Directors and Executive Officers of the Registrant 19
Item 11. Executive Compensation 20
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20
Item 13. Certain Relationships and Related Transactions 21
Item 14. Principal Accountant Fees and Services 22
PART IV
Item 15. Exhibits and Financial Statement Schedules 23
i
PART I
ITEM 1: BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS:
Global Horizons I L.P. (the "Partnership") was organized under the
Delaware Revised Uniform Limited Partnership Act on May 11, 1993 and began
trading operations on January 4, 1994. The Partnership trades in the
international futures and forward markets under the direction of multiple
independent professional advisors (the "Advisors") applying proprietary
strategies. The Partnership's objective is to achieve, through speculative
trading, substantial capital appreciation over time, except for the contribution
of ML Multi-Manager LLC ("MM LLC").
(b) AMENDMENTS TO CHARTER DOCUMENTS/NAME CHANGE:
Effective January 15, 2005, ML Global Horizons L.P. was renamed Global
Horizons I L.P. This change was implemented for strategic purposes only. No
changes have occurred to the Partnership's investment objective or to the
Partnership's structure.
Merrill Lynch Investment Managers, LLC ("MLIM LLC") is the general
partner of the Partnership and is a wholly-owned subsidiary of Merrill Lynch
Investment Managers, LP ("MLIM") which, in turn, is an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. ("Merrill Lynch"). Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("MLPF&S"), a wholly-owned subsidiary of
Merrill Lynch, is the Partnership's commodity broker.
When the Partnership is offering its units of limited partnership
interest ("Units"), it receives and processes subscriptions on a continuous
basis throughout each month. Investors whose subscriptions are accepted during a
month are admitted to the Partnership as Limited Partners as of the beginning of
the immediately following month, acquiring Units at the Net Asset Value per Unit
as of the date of admission. Investors' customer securities accounts are debited
in the amount of their subscriptions on a single monthly settlement date within
approximately five business days of the issuance of the Units.
As of February 1, 2004, the Partnership privately offered two new
series of units of limited partnership interest, Series A and Series I. The
continuing units were renamed Series F.
As of December 31, 2004, the capitalization of the Partnership was
$246,428,990 (after the MM LLC contribution), and the Net Asset Value per Series
F (the initial Series of Units), originally $100 as of January 4, 1994, had
risen to $230.10.
Through December 31, 2004, the highest month-end Net Asset Value of
Series F Unit was $245.80 (February 29, 2004) and the lowest $97.36 (February
28, 1994).
(c) FINANCIAL INFORMATION ABOUT SEGMENTS:
The Partnership's business constitutes only one segment for financial
reporting purposes, i.e., a speculative "commodity pool." The Partnership does
not engage in sales of goods or services.
(d) NARRATIVE DESCRIPTION OF BUSINESS:
GENERAL
The Partnership trades in the international futures, options on
futures and forward markets with the objective of achieving substantial capital
appreciation over time.
The Partnership's assets are allocated and reallocated by MLIM LLC to
the trading management of independent Advisors applying proprietary strategies
in numerous markets.
MLIM LLC may, from time to time, direct certain individual Advisors to
manage their Partnership accounts as if they were managing more equity than the
actual capital allocated to them.
1
One of the objectives of the Partnership is to provide diversification
for a limited portion of the risk segment of the Limited Partners' portfolios.
Commodity pool performance has historically demonstrated a low degree of
performance correlation with traditional stock and bond holdings. Since it began
trading, the Partnership's returns have been significantly non-correlated with
the United States stock and bond markets.
USE OF PROCEEDS AND INTEREST INCOME
SUBSCRIPTION PROCEEDS.
MLIM LLC pays from its own funds the selling commissions relating to
the sale of the Units. Accordingly, 100% of the proceeds of Unit sales are
received in cash by the Partnership and available for use in its speculative
trading. In such trading, the Partnership's assets are used as security for and
to pay the Partnership's trading losses, as well as any expenses and
redemptions. The primary use of the proceeds of the sale of the Units is to
permit the trading advisors ("Advisors") to trade on a speculative basis in a
wide range of different futures, forwards and options on futures markets on
behalf of the Partnership. While being used for this purpose, the Partnership's
assets are also generally available to earn interest, as more fully described
below. The most recent continuous offering of Units began for trading effective
February 1, 2004.
MARKET SECTORS.
The Partnership trades in a diversified group of markets under the
direction of multiple independent Advisors. These Advisors can, and do, from
time to time, materially alter the allocation of their overall trading
commitments among different market sectors. There is essentially no restriction
on the commodity interests, which may be traded by any Advisor or the rapidity
with which an Advisor may alter its market sector allocations.
MARKET TYPES.
The Partnership trades on a variety of United States and foreign
futures exchanges. Substantially all of the Partnership's off-exchange trading
takes place in the highly liquid, institutionally based currency forward
markets.
Many of the Partnership's currency trades are executed in the spot and
forward foreign exchange markets (the "FX Markets") where there are no direct
execution costs. Instead, the participants, banks and dealers, in the FX Markets
take a "spread" between the prices at which they are prepared to buy and sell a
particular currency and such spreads are built into the pricing of the spot or
forward contracts with the Partnership. In its exchange of futures for physical
("EFP") trading, the Partnership acquires cash currency positions through banks
and dealers. The Partnership pays a spread when it exchanges these positions for
futures. This spread reflects, in part, the different settlement dates of the
cash and the futures contracts, as well as prevailing interest rates, but also
includes a pricing spread in favor of the banks and dealers, which may include a
Merrill Lynch entity.
As in the case of its market sector allocations, the Partnership's
commitments to different types of markets -- U.S. and non-U.S., regulated and
nonregulated -- differ substantially from time to time, as well as over time.
CUSTODY OF ASSETS.
All of the Partnership's assets are currently held in customer
accounts at MLPF&S.
INTEREST PAID BY MERRILL LYNCH ON THE PARTNERSHIP'S U.S. DOLLAR AND
NON-U.S. DOLLAR ASSETS
The Partnership's U.S. dollar assets are maintained at MLPF&S. On
assets held in U.S. dollars, Merrill Lynch credits the Partnership with interest
at the prevailing 91-day U.S. Treasury bill rate. The Partnership is credited
with interest on any of its assets and net gains actually held by Merrill Lynch
in non-U.S. dollar currencies at a prevailing local rate received by Merrill
Lynch. Merrill Lynch may derive certain economic benefit, in excess of the
interest which Merrill Lynch pays to the Partnership, from possession of such
assets.
Merrill Lynch charges the Partnership Merrill Lynch's cost of
financing realized and unrealized losses on the Partnership's non-U.S. dollar
denominated positions.
2
CHARGES
The following table summarizes the charges incurred by the Partnership
during 2004, 2003 and 2002.
2004 2003 2002
-------------------------------------------------------------------------------------------------
% OF AVERAGE % OF AVERAGE % OF AVERAGE
DOLLAR MONTH-END DOLLAR MONTH-END DOLLAR MONTH-END
CHARGES AMOUNT NET ASSETS AMOUNT NET ASSETS AMOUNT NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------
Brokerage Commissions $ 5,725,678 6.89% $ 3,601,088 7.54% $ 3,571,969 7.40%
Administrative Fees 205,144 0.25% 124,175 0.26% 123,171 0.26%
Profit Shares 1,581,140 1.90% 1,998,129 4.19% 746,510 1.55%
Incentive Override - 0.00% 805,634 1.69% 68,966 0.14%
-------------------------------------------------------------------------------------------------
Total $ 7,511,962 9.04% $ 6,529,026 13.68% $ 4,510,616 9.35%
=================================================================================================
The foregoing table does not reflect the bid-ask spreads paid by the
Partnership on its forward trading, or the benefits which may be derived by
Merrill Lynch from the deposit of certain of the Partnership's U.S. dollar
available assets maintained at MLPF&S.
The Partnership's average month-end Net Assets during 2004, 2003 and
2002 equaled $83,065,122, $47,738,381, and $48,237,517, respectively.
During 2004, 2003 and 2002, the Partnership earned $1,297,826,
$496,656 and $801,151, respectively, in interest income, or approximately 1.59%,
1.04% and 1.66%, respectively, of the Partnership's average month-end Net
Assets.
3
+DESCRIPTION OF CURRENT CHARGES
RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------
MLPF&S Brokerage Commissions As of February 1, 2004, the flat monthly brokerage
commission rate for Series F was reduced to 0.583 of 1%
(a 7.00% annual rate) from .0604 of 1% (a 7.25% annual
rate). Series A and Series I incur brokerage
commissions of 7.00% and 4.00% per year, respectively.
During 2004, 2003 and 2002, the round-turn (each
purchase and sale or sale and purchase of a single
futures contract) equivalent rate of the Partnership's
flat-rate brokerage commissions was approximately $90,
$84 and $73, respectively.
MLPF&S Use of Partnership assets Merrill Lynch may derive certain economic benefit from
the deposit of certain of the Partnership's U.S. dollar
assets in accounts maintained at MLPF&S.
MLIM LLC Administrative Fees A flat monthly administrative fee equal to 0.021 of 1%
of the Partnership's month-end assets (0.25% annually).
MLIM LLC pays all of the Partnership's routine
administrative costs.
Other Counterparties Bid-ask spreads Bid-ask spreads on forward and related trades.
MLIM LLC Annual Incentive Overrides Paid by the Partnership as a whole on an annual basis
and by reduction of the Net Asset Value of Units when
redeemed. The Incentive Override equals 10% of any Net
New Gain (as defined). Units may generate Net New Gain
and be subject to paying an Incentive Override even
though the Net Asset Value per Unit has declined below
the purchase price of such Units. As of January 1, 2004
the annual Incentive Override was terminated.
Advisors Profit Shares All Advisors can receive quarterly or annual Profit
Shares ranging from 20% to 25% (depending on the
Advisor) of any New Trading Profit achieved by their
Partnership account. Profit Shares are also paid upon
redemption of Units and upon the net reallocation of
assets away from an Advisor. New Trading Profit is
calculated separately in respect of each Advisor,
irrespective of the overall performance of the
Partnership. The Partnership may pay substantial Profit
Shares during periods when it is incurring significant
overall losses.
Advisors Consulting fees MLPF&S pays the Advisors annual Consulting Fees
generally ranging up to 2% of the Partnership's average
month-end assets allocated to them for management,
after reduction for a portion of the brokerage
commissions accrued with respect to such assets.
MLPF&S; Extraordinary expenses Actual costs incurred; none paid to date.
Others
4
REGULATION
MLIM LLC, the Advisors and MLPF&S are each subject to regulation by
the Commodity Futures Trading Commission (the "CFTC") and the National Futures
Association ("NFA"). Other than in respect of its periodic reporting
requirements under the Securities Exchange Act of 1934, and the registration of
the Units for continuous public distribution under the Securities Act of 1933,
the Partnership itself is generally not subject to regulation by the Securities
and Exchange Commission. However, MLIM LLC itself is registered as an
"investment adviser" under the Investment Advisers Act of 1940.
(i) through (xii)-- not applicable.
(xiii) The Partnership has no employees.
(d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
The Partnership does not engage in material operations in foreign
countries, nor is a material portion of the Partnership's revenue derived from
customers in foreign countries. However, the Partnership trades, from the United
States, on a number of foreign commodity exchanges. The Partnership does not
engage in the sales of goods or services.
ITEM 2: PROPERTIES
The Partnership does not use any physical properties in the conduct of
its business.
The Partnership's administrative offices are the administrative
offices of MLIM LLC (Merrill Lynch Investment Managers LLC, 222 Broadway, 27th
Floor, New York, NY 10038-2510). MLIM LLC performs all administrative services
for the Partnership from MLIM LLC's offices.
ITEM 3: LEGAL PROCEEDINGS
Neither the Partnership nor MLIM LLC has ever been the subject of any
material litigation. Merrill Lynch is the 100% indirect owner of MLIM LLC, MLIM,
MLPF&S and all other entities involved in the operation of the Partnership.
Merrill Lynch, as well as certain of its subsidiaries and affiliates have been
named as defendants in civil actions, arbitration proceedings and claims arising
out of their respective business activities. Although the ultimate outcome of
these actions cannot be predicted at this time and the results of legal
proceedings cannot be predicted with certainty, it is the opinion of management
that the result of these matters will not be materially adverse to the business
operations or financial condition of MLIM LLC or the Partnership.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
(a) MARKET INFORMATION:
There is no established public trading market for the Units, nor
will one develop. Rather, Limited Partners may purchase or redeem Units as of
the end of each month at Net Asset Value, subject to certain early redemption
charges when applicable.
(b) HOLDERS:
As of December 31, 2004, there were 2,941 holders of Units, including
MLIM LLC.
(c) DIVIDENDS:
The Partnership has made no distributions since trading commenced, nor
does MLIM LLC presently intend to make any distributions in the future.
(d) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS:
Not applicable.
Item 5(b)
Not applicable.
Item 5(c)
Not applicable.
6
ITEM 6: SELECTED FINANCIAL DATA
The following selected financial data has been derived from the audited
financial statements of the Partnership:
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDEDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
INCOME STATEMENT DATA 2004 2003 2002 2001 2000
----------------------------------------------------------------------------------------------------------
Revenues:
Trading profit (loss)
Realized $ 8,179,826 $ 13,824,221 $ 3,063,425 $ 9,573,592 $ 1,325,278
Change in Unrealized (700,154) (44,489) 2,373,002 (3,522,456) 4,703,837
Settlement Proceeds - - 1,346,689 - -
-----------------------------------------------------------------------------
Total trading revenues 7,479,672 13,779,732 6,783,116 6,051,136 6,029,115
-----------------------------------------------------------------------------
Investment Income:
Interest 1,297,826 496,656 801,151 1,987,808 3,939,708
-----------------------------------------------------------------------------
Expenses:
Brokerage Commissions 5,725,678 3,601,088 3,571,969 4,136,863 4,862,392
Profit Shares 1,581,140 1,998,129 746,510 1,511,234 837,948
Administrative Fees 205,144 124,175 123,171 142,650 167,669
Incentive Override - 805,634 68,966 10,771 -
-----------------------------------------------------------------------------
Total Expenses 7,511,962 6,529,026 4,510,616 5,801,518 5,868,009
-----------------------------------------------------------------------------
Net Investment loss (6,214,136) (6,032,370) (3,709,465) (3,813,710) (1,928,301)
-----------------------------------------------------------------------------
Net Income $ 1,265,536 $ 7,747,362 $ 3,073,651 $ 2,237,426 $ 4,100,814
=============================================================================
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
BALANCE SHEET DATA 2004 2003 2002 2001 2000
-------------------------------------------------------------------------------------------------------------------
Partnership Net Asset Value $ 246,428,990 $ 48,655,272 $ 46,942,277 $ 51,773,460 $ 60,280,800
Net Asset Value per Series F Unit
$ 230.10 $ 233.12 $ 198.48 $ 185.92 $ 179.10
-----------------------------------------------------------------------------
MONTH-END NET ASSET VALUE PER SERIES F (ORIGINAL UNIT)
JAN. FEB. MAR. APR. MAY JUNE JULY AUG. SEPT. OCT. NOV. DEC.
----------------------------------------------------------------------------------------------------------------------------
2000 $ 168.83 $ 168.54 $ 164.59 $ 162.97 $ 166.07 $ 162.44 $ 161.84 $ 162.80 $ 160.30 $ 160.21 $ 169.32 $ 179.10
2001 $ 180.39 $ 183.37 $ 190.51 $ 182.78 $ 181.49 $ 183.64 $ 181.61 $ 182.38 $ 189.22 $ 199.09 $ 184.90 $ 185.92
2002 $ 179.13 $ 173.22 $ 172.71 $ 171.39 $ 176.93 $ 186.23 $ 189.41 $ 198.31 $ 203.27 $ 196.83 $ 190.21 $ 198.48
2003 $ 209.82 $ 218.58 $ 208.20 $ 209.93 $ 220.27 $ 217.22 $ 213.38 $ 212.16 $ 213.21 $ 225.11 $ 224.93 $ 233.12
2004 $ 238.09 $ 245.80 $ 244.21 $ 233.60 $ 230.71 $ 222.33 $ 220.06 $ 217.70 $ 217.77 $ 221.80 $ 229.90 $ 230.10
7
ML GLOBAL HORIZONS I L.P.
DECEMBER 31, 2004
TYPE OF POOL: Selected-Advisor/Publicly-Offered/Non-"Principal Protected"(1)
INCEPTION OF TRADING: January 4, 1994
AGGREGATE SUBSCRIPTIONS: $375,062,135
CURRENT CAPITALIZATION: $246,428,990
WORST MONTHLY DRAWDOWN(2): (7.13)% (11/01)
WORST PEAK-TO-VALLEY DRAWDOWN(3): (13.93)% (11/01-5/02)
----------
NET ASSET VALUE PER SERIES F (ORIGINAL UNIT), DECEMBER 31, 2004: $230.10
MONTHLY RATES OF RETURN(4)
MONTH 2004 2003 2002 2001 2000
- -----------------------------------------------------------------------------------
January 2.13% 5.71% (3.65%) 0.72% 1.38%
February 3.24 4.17 (3.30) 1.65 (0.17)
March (0.65) (4.75) (0.30) 3.90 (2.34)
April (4.34) 0.83 (0.77) (4.06) (0.99)
May (1.24) 4.92 3.24 (0.71) 1.91
June (3.63) (1.38) 5.26 1.19 (2.19)
July (1.02) (1.77) 1.71 (1.11) (0.37)
August (1.07) (0.57) 4.70 0.42 0.59
September 0.04 0.49 2.50 3.75 (1.53)
October 1.85 5.58 (3.17) 5.22 (0.06)
November 3.65 (0.08) (3.36) (7.13) 5.69
December 0.09 3.64 4.35 0.55 5.77
Compound Annual Rate of Return (1.29)% 17.45% 6.75% 3.81% 7.54%
(1) Pursuant to applicable CFTC regulations, a "Multi-Advisor"
Partnership is defined as one that allocates no more than 25% of its trading
assets to any single manager. As the Partnership currently allocates more than
25% of its trading assets to one or more Advisors, it is referred to as a
"Selected-Advisor" Partnership. Certain partnerships, including partnerships
sponsored by MLIM LLC, are structured so as to guarantee to investors that their
investment will be worth no less than a specified amount (typically, the initial
purchase price) as of a date certain after the date of investment. The CFTC
refers to such Partnerships as "principal protected." The Partnership has no
such feature.
(2) Worst Monthly Drawdown represents the largest negative Monthly
Rate of Return experienced since January 1, 2000 by the Partnership; a Drawdown
is measured on the basis of month-end Net Asset Value only, and does not reflect
intra-month figures.
(3) Worst Peak-to-Valley Drawdown represents the greatest percentage
decline since January 1, 2000 from a month-end cumulative Monthly Rate of Return
without such cumulative Monthly Rate of Return being equaled or exceeded as of a
subsequent month-end. For example, if the Monthly Rate of Return was (1)% in
each of January and February, 1% in March and (2)% in April, the Peak-to-Valley
Drawdown would still be continuing at the end of April in the amount of
approximately (3)%, whereas if the Monthly Rate of Return had been approximately
3% in March, the Peak-to-Valley Drawdown would have ended as of the end of
February at approximately the (2)% level.
(4) Monthly Rate of Return is the net performance of the Partnership
during the month of determination (including interest income and after all
expenses have been accrued or paid) divided by the total equity of the
Partnership as of the beginning of such month.
8
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATIONAL OVERVIEW; ADVISOR SELECTIONS
The Partnership's results of operations depend on MLIM LLC's ability
to select Advisors and the Advisors' ability to trade profitably. MLIM LLC's
selection procedures, as well as the Advisors' trading methods, are
confidential, so that substantially the only available information relevant to
the Partnership's results of operations is its actual performance record to
date. However, because of the speculative nature of its trading, the
Partnership's past performance is not necessarily indicative of its future
results.
MLIM LLC's decision to terminate or reallocate assets among Advisors
is based on a combination of factors. Advisors are, in general, terminated
primarily for unsatisfactory performance, but other factors -- for example, a
change in MLIM LLC's or an Advisor's market outlook, apparent deviation from
announced risk control policies, excessive turnover of positions, changes in
principals, commitment of resources to other business activities, etc. -- may
also have a role in the termination or reallocation decision. The market
judgment and experience of MLIM LLC's principals is an important factor in its
allocation decisions.
MLIM LLC has no timetable or schedule for making Advisor changes or
reallocations, and generally makes a medium- to long-term commitment to all
Advisors selected. In particular, MLIM LLC has to date made significantly fewer
reallocations of trading assets and adjustments in the Advisor combinations for
the Partnership than in the case of many of MLIM LLC's multi-advisor funds.
However, there can be no assurance as to the frequency or number of Advisor
changes that may take place in the future, or as to how long any of the current
Advisors will continue to manage assets for the Partnership.
RESULTS OF OPERATIONS
GENERAL.
MLIM LLC believes that selected advisor futures funds should be
regarded as medium- to long-term (i.e., three to five year) investments, but it
is difficult to identify trends in the Partnership's operations and virtually
impossible to make any predictions regarding future results based on the results
to date. An investment in the Partnership may be less successful over a longer
than a shorter period.
Markets with sustained price trends tend to be more favorable to
managed futures investments than whipsaw, choppy markets, but (i) this is not
always the case, (ii) it is impossible to predict when price trends will occur
and (iii) different Advisors are affected differently by trending markets as
well as by particular types of trends.
MLIM LLC attempts to control credit risk in the Partnership's futures,
forward and options trading by clearing trading only through MLPF&S. MLPF&S acts
solely as a clearing broker or counterparty to the Partnership's trades; it does
not advise with respect to, or direct, any such trading.
MLIM LLC attempts to control the market risk inherent in the
Partnership's trading by MLIM LLC's selected advisor strategy and Advisor
selections. MLIM LLC reviews the positions acquired by the Advisors on a daily
basis in an effort to determine whether the overall positions of the Partnership
may have become what MLIM LLC determines as being excessively concentrated in a
limited number of markets -- in which case MLIM LLC may, as of the next
month-end or quarter-end, adjust the Partnership's Advisor combination and/or
allocations so as to attempt to reduce the risk of such over-concentration
occurring in the future.
MLIM LLC may consider making distributions to investors under certain
circumstances (for example, if substantial profits are recognized); however,
Merrill Lynch Alternative Investments LLC ("MLAI LLC") (formerly Merrill Lynch
Alternative Strategies, LLC) (the previous general partner) and MLIM LLC have
not done so to date and MLIM LLC does not presently intend to do so.
9
PERFORMANCE SUMMARY
2004
TOTAL TRADING
RESULTS
Interest Rates $ 2,472,856
Energy 2,150,891
Stock Indices 1,358,529
Currencies 1,064,855
Agriculture 537,117
Metals (104,576)
-------------
$ 7,479,672
=============
The Partnership's overall trading performance was profitable with
gains in the interest rate and energy sector contributing the most profits.
Trading in the interest rate sector was the most profitable for the
Partnership. Small gains were posted in the first quarter generated from various
positions at the short end of the yield curve in Canada and Europe. In the
second quarter, the rise of the interest rates contributed to the losses posted.
Bond prices rallied in the third quarter, which contributed to gains in the
sector. U.S. treasury markets reacted positively to employment data released
during the fourth quarter causing gains to be posted.
The energy sector posted gains throughout the year. As temperatures
remained below normal for the northeastern and midwestern United States, and
OPEC put limitations on output, profits rose in the energy sector. Crude oil
contributed mostly to the profits generated during the second quarter. Crude oil
continued its rally in the third quarter and continued that upward trend in to
the fourth quarter.
Stock index trading posted gains for the year despite small losses in
the second and third quarters. The main drivers to performance early in the
first quarter were the Xetra DAX, the S&P 500 and the Taiwan Stock Indices.
Slight losses posted in the second quarter were primarily due to worldwide
concerns about the imminent rate increases in the United States. During the
third quarter, major global equity markets recorded sharp declines with a lack
of volatility, then saw a slight rally late in the quarter. Stock indices proved
profitable in the fourth quarter with European equities outperforming U.S. and
Asian markets.
The currencies sector posted a net gain for the year. Gains were
posted in the first quarter while currency trading was volatile as the U.S.
dollar fell to four year lows against the Japanese yen. Losses were posted in
the second quarter from positions in the Australian dollar, Swiss franc, British
pound and other major markets. The sector posted a loss for the third quarter in
a volatile trading market. The currency sector posted a strong gain for the
month of October with downward pressure on the U. S. dollar resumed as higher
oil prices and a close presidential election pushed the green back lower. The
sector continued its upward trend in the remaining fourth quarter.
Trading in the agricultural commodities sector posted gains for the
year. The sector was profitable for the first quarter as grain markets continued
to extend their long-term rally, with corn, soybeans, and soymeal being pushed
higher on strong demand from Asia and lower estimate of supply from South
America in March. A loss was posted in the sector for the second quarter,
despite small gains posted in early in the quarter. Soybean prices fell sharply
as ideal weather conditions persisted in the Midwest and exports failed to
materialize. The sector posted slight gains in the third quarter as the U.S.
Department of Agriculture gave low crop estimates based on forecasts of an early
freeze and slow crop development. Trading in agricultural commodities continued
its downward trend in the fourth quarter as the USDA reported a crop well above
market expectations, pushing grain prices lower. Cocoa trading was volatile as
the political situation in the Ivory Coast deteriorated.
The metals sector posted a loss for the year, despite it being the
high performer early in the year. In the first quarter, copper rose to highest
price in more than six years and gold climbed to highs not seen since 1988.
Strong demand for copper and continued speculative interest pushed the market to
a seven-year high. The second quarter was volatile with aluminum as the main
cause for losses ending in May and industrial metals fell in June. The metals
sector posted the largest losses for the third quarter. Gains from copper could
not offset losses in nickel and aluminum. The sector posted gains in the fourth
quarter as precious metals continued their upward trend.
10
2003
TOTAL TRADING
RESULTS
Interest Rates $ 292,510
Stock Indices 768,618
Agriculture (591,507)
Currencies 10,308,254
Energy 756,661
Metals 2,245,196
-------------
$ 13,779,732
=============
The Partnership's overall trading performance was profitable with
gains in currency and metals sectors contributing the most profits.
Profits resulting from trading in the currency sector provided the
Partnership with gains in the first, second and fourth quarter, which outweighed
losses sustained during the third quarter. The weakening U.S. dollar was
continuing to decline as it has over the last year and the Partnership was well
positioned to capitalize on its U.S. dollar positions against other currencies.
This trading strategy capitalized on the declining U.S. dollar and weathered the
volatility of the currency market during the third quarter.
The metals sector was also profitable for the Partnership. Profits in
the industrial complex outweighed losses in the precious metal sector for July.
Copper and other industrial metals rallied on technical buying and stronger
demand as economies showed stronger growth prospects. Gold appreciated by 2.50%
and nickel appreciated by 8.02% in September. During the fourth quarter both
precious and industrial metals were positive, but under more volatile market
conditions in December. Gold prices reached a six-year high and were one of the
main drivers of performance for the sector later in the year.
Stock index trading was profitable for the Partnership. Stock index
trading was unprofitable for the first and second quarters with posted gains for
the third and fourth quarters. The fourth quarter ended with small gains in Hong
Kong and Italy, and losses in other global indices.
The energy sector was profitable for the Partnership. Long positions
in oil and natural gas were profitable in the beginning of the year. In
February, the best performing month, natural gas prices rose nearly 40% in a
single day in connection with expected severely cold weather and supply
shortages. Strong gains occurred in the month of August generated by trading
unleaded gas and crude oil. Wherein the fourth quarter the energy sector
continued to be volatile, as crude oil, initially rallied to above $32 a barrel,
but then plunged when OPEC output numbers actually increased during November,
while they were expected to decrease. Mild weather in the United States late in
the year, led a downward trend in natural gas, which allowed short positions to
be profitable.
The interest rate sector was slightly profitable for the Partnership.
Interest rates were profitable for the first quarter with February having
significant gains offsetting losses in both January and March. U.S. and European
bonds rallied amid concerns of global economic slowdown benefiting the
Partnership's long exposures. The U.S. bond market suffered heavy losses in July
after the U.S. government announced its intentions to borrow a record amount to
finance the huge deficit. By September, the global economic rebound was the
primary focus of the market. Bonds in Europe and in the United States traded
sideways throughout the month of November with no clear trend. The Reserve Bank
of Australia and the Bank of England were two major central banks to start
raising interest rates. Japanese Government Bonds rose strongly as stocks sold
off. Overall exposure within the sector was light at the end of the year, since
no clear trends have emerged.
Trading in the agricultural commodities sector was unprofitable for
the Partnership. During the first quarter the Partnership held positions in
sugar, livestock and the soybean complex. Livestock markets were off in February
as Russia imposed an import limit to help its domestic production. Sugar was to
blame for losses in March as prices reversed and hit a two-month low. The sector
posted gains in April, mainly from soybeans, which rallied due to revisions in
crop estimates and weather overseas. Supply and demand drove the livestock
market to slightly higher volatility levels
11
in June, creating losses that offset earlier gains in the quarter. Grains had a
very big rally at the end of October, prompted by an increase of orders from
Asia. This rally ended in the beginning of November with a severe retracement.
Later in the month the markets found good support as prices began to rally again
in response to the secular straightening of worldwide demand.
2002
TOTAL TRADING
RESULTS
Interest Rates $ 5,117,814
Stock Indices 415,712
Agriculture (348,420)
Currencies 2,297,709
Energy (757,181)
Metals 57,482
-------------
$ 6,783,116
=============
The Partnership's overall trading performance was profitable with
gains in interest rates and currency sectors contributing the most profits.
Results from the interest rate sector provided solid positive
performance for the Partnership. Most profits were returned in the third quarter
and the month of December. The yield curve on major debt instruments declined
throughout the third quarter. This market environment was supported by the
increased risk aversion, the continued U.S. stock market decline and the
conflicting reports regarding the pace of the U.S. economic recovery. The
economic news from Europe also pointed to a weak recovery overseas. During
December, trading strategies capitalized on the lowered interest rates by the
European Central Bank, causing the Euribor rates to trend higher.
Profits resulting from trading in the currency sector provided the
Partnership with gains in the second quarter and December, which outweighed
losses sustained during other periods in the year. The decline in the U.S.
dollar during the first half of the year continued through June unabated, fueled
by the decline in the U.S. equity markets. The trading strategies were able to
capitalize on the declining U.S. dollar in December and weather the volatility
of the currency market during the last two weeks of the year.
The trading in stock indices found profits from its short positions
during the second and third quarters of the year offsetting losses in the first
and last quarter. The strength of U.S. economic data continued to surprise on
the upside, pointing toward a stronger recovery than expected, but the equity
markets remained weak. The downward trending market created a good environment
for the trend following traders, as investors in the equity markets were still
liquidating equity exposure during the third quarter.
The metals sector brought slight gains to the Partnership due to a
settlement payment in August relating to certain copper trades made by a number
of investors, including the Partnership, during a period in the mid-1990s.
Members of the class were those who purchased or sold Comex copper futures or
options contracts between June 24, 1993 and June 15, 1996. The effect of the
settlement payment was included in the Partnership's performance in August.
Agricultural commodities brought in trading losses for the year. A
slight second and third quarter run up was unable to offset the losses sustained
in the fourth quarter, especially in December. The beginning of the year brought
uncertainty in the global market place creating a difficult trading environment.
The continued weakness in the U.S. dollar and low stockpiles in grains and
soybeans aided in sustaining a price rally in the summer months. Grains and
soybeans rallied due to weather and supply concerns. The summer drought produced
expectations of a reduced harvest. The sector returned some gains later in
September, as harvests were not as bad as was feared. In December, soybeans had
a large sell-off, which had a large impact on the soybean oil spread trade being
held by the Partnership.
The energy sector brought in the most losses for the year. Recoveries
being made in August and September were completely reversed and worsened in
October and November. Crude oil led the gains in August and September as
continued talk of military action against Iraq built a risk premium into prices.
In October, crude oil reversed sharply as fears over a war with Iraq subsided
and reversed its long trend going from $31 a barrel to $27 during the month. In
November, news of the Iraqi acceptance of the UN resolution for arms inspections
was expected to further
12
drive prices down but unexpectedly failed to do so, resulting in continued
losses in the portfolio of short crude positions.
VARIABLES AFFECTING PERFORMANCE
The principal variables, which determine the net performance of the
Partnership, are gross profitability and interest income.
During all periods set forth under "Selected Financial Data," the
interest rates in many countries were at unusually low levels. The low interest
rates in the United States (although higher than in many other countries)
negatively impacted revenues because interest income is typically a component of
the Partnership's profitability. In addition, low interest rates are frequently
associated with reduced fixed income market volatility, and in static markets
the Partnership's profit potential generally tends to be diminished. On the
other hand, during periods of higher interest rates, the relative attractiveness
of a high risk investment such as the Partnership may be reduced as compared to
high yielding and much lower risk fixed income investments.
The Partnership's Brokerage Commissions and Administrative Fees are a
constant percentage of the Partnership's assets allocated to trading. The only
Partnership costs (other than the insignificant currency trading costs) which
are not based on a percentage of the Partnership's assets (allocated to trading
or total) are the Profit Shares payable to the Advisors on an Advisor-by-Advisor
basis and the Incentive Override (terminated in 2004). Gross profitability is in
turn affected by the percentages of the Partnership's assets allocated to
trading. During periods when Profit Shares are a high percentage of net trading
gains, it is likely that there has been substantial performance non-correlation
among the Advisors (so that the total Profit Shares paid to those Advisors which
have traded profitably are a high percentage, or perhaps even in excess, of the
total profits recognized, as other Advisors have incurred offsetting losses,
reducing overall trading gains but not the Profit Shares paid to the successful
Advisors) -- suggesting the likelihood of generally trendless, non-consensus
markets.
Unlike many investment fields, there is no meaningful distinction in
the operation of the Partnership between realized and unrealized profits. Most
of the contracts traded by the Partnership are highly liquid and can be closed
out at any time.
Except in unusual circumstances, factors (e.g. regulatory approvals,
cost of goods sold, employee relations and the like) which often materially
affect an operating business have virtually no impact on the Partnership.
LIQUIDITY; CAPITAL RESOURCES
The Partnership borrows only to a limited extent and only on a
strictly short-term basis in order to finance losses on a non-U.S. dollar
denominated trading positions pending the conversion of the Partnership's U.S.
dollar deposits. These borrowings are at a prevailing short-term rate in the
relevant currency. They have been immaterial to the Partnership's operation to
date and are expected to continue to be so.
All of the Partnership's assets are held in cash except for the net
unrealized profit on open positions. The Net Asset Value of the Partnership's
cash is not affected by inflation. However, changes in interest rates could
cause periods of strong up or down price trends, during which the Partnership's
profit potential generally increases. Inflation in commodity prices could also
generate price movements, which the strategies might successfully follow.
Except in very unusual circumstances, the Partnership should be able
to close out any or all of its open trading positions and liquidate any or all
of its securities holdings quickly and at market prices. This permits an Advisor
to limit losses as well as reduce market exposure on short notice should its
strategies indicate doing so. In addition, because there generally is a readily
available market value for the Partnership's positions and assets, the
Partnership's monthly Net Asset Value calculations typically are precise, and
investors need only wait ten business days to receive the full redemption
proceeds of their Units.
OFF-BALANCE SHEET ARRANGEMENTS AND TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The Partnership has no applicable disclosure under this Item 7
regarding off-balance sheet arrangements and tabular disclosure of contractual
obligations pursuant to Regulation S-K, Item 303(a)(4) and 303(a)(5),
respectively as the Partnership does not have any off balance sheet arrangements
that are likely to have a significant impact on its financial position or
contractual obligations long term in nature.
13
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTRODUCTION
PAST PERFORMANCE NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
The Partnership is a speculative commodity pool. Unlike an operating
company, the risk of market sensitive instruments traded by it is integral, not
incidental, to the Partnership's main line of business.
Market movements result in frequent changes in the fair market value
of the Partnership's open positions and, consequently, in its earnings and cash
flows. The Partnership's market risk is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments and contracts, the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.
The Partnership, under the direction of its Advisors, rapidly acquires
and liquidates both long and short positions in a wide range of different
markets. Consequently, it is not possible to predict how a possible future
market scenario will affect performance, and the Partnership's past performance
is not necessarily indicative of its future results.
Value at Risk is a measure of the maximum amount which the Partnership
could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets traded by the Partnership of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's experience to date (i.e., "risk of
ruin"). In light of the foregoing, as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the quantification in this
section should not be considered to constitute any assurance or representations
that the Partnership's losses in any market sector will be limited to Value at
Risk or by the Partnership's attempt to manage market risk.
QUANTIFYING THE PARTNERSHIP'S TRADING VALUE AT RISK
QUANTITATIVE FORWARD-LOOKING STATEMENTS
The following quantitative disclosures regarding the Partnership's
market risk exposures contain "forward-looking statements" within the meaning of
the safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact.
The Partnership's risk exposure in the various market sectors traded
by the Advisors is quantified below in terms of Value at Risk. Due to the
Partnership's mark-to-market accounting, any loss in the fair value of the
Partnership's open positions is directly reflected in the Partnership's earnings
(realized or unrealized) and cash flows (at least in the case of exchange-traded
contracts in which profits and losses on open positions are settled daily
through variation margin).
Exchange maintenance margin requirements have been used by the
Partnership as the measure of its Value at Risk. Maintenance margin requirements
are set by exchanges to equal or exceed the maximum loss in the fair value of
any given contract incurred in 95% - 99% of the one-day time periods included in
the historical sample (generally approximately one year) researched for purposes
of establishing margin levels. Maintenance margin levels are established by
dealers and exchanges using historical price studies, as well as an assessment
of current market volatility and economic fundamentals to provide a
probabilistic estimate of the maximum expected near-term one-day price
fluctuation.
In the case of market sensitive instruments which are not
exchange-traded (almost exclusively currencies in the case of the Partnership),
the margin requirements for the equivalent futures positions have been used as
Value at Risk. In those rare cases in which a futures-equivalent margin is not
available, dealers' margins have been used.
14
The fair value of the Partnership's futures and forward positions does
not have any optionality component. However, certain of the Advisors trade
commodity options. The Value at Risk associated with options is reflected in the
following table as the margin requirement attributable to the instrument
underlying each option.
100% positive correlation in the different positions held in each
market risk category has been assumed. Consequently, the margin requirements
applicable to the open contracts have been aggregated to determine each trading
category's aggregate Value at Risk. The diversification effects resulting from
the fact that the Partnership's positions are rarely, if ever, 100% positively
correlated have not been reflected.
THE PARTNERSHIP'S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS
The following table indicates the average, highest and lowest trading
Value at Risk associated with the Partnership's open positions by market
category for the fiscal years 2004 and 2003. During the fiscal year 2004, the
Partnership's average capitalization was approximately $90,532,707. During the
fiscal year 2003, the Partnership's average capitalization was approximately
$47,738,381.
DECEMBER 31, 2004
AVERAGE % OF AVERAGE HIGHEST VALUE LOWEST VALUE
MARKET SECTOR VALUE AT RISK CAPITALIZATION AT RISK AT RISK
- ---------------------------------- ------------- -------------- ------------- -------------
Interest Rates $ 4,504,345 4.98% $ 9,299,897 $ 302,525
Currencies 929,610 1.03% 2,796,995 168,478
Stock Indices 304,520 0.34% 1,530,119 11,732
Metals 355,839 0.39% 2,015,386 6,539
Agriculture 67,799 0.07% 308,248 12,190
Energy 112,545 0.12% 240,346 4,605
------------- -------------- ------------- -------------
TOTAL $ 6,274,658 6.93% $ 16,190,991 $ 506,069
============= ============== ============= =============
DECEMBER 31, 2003
AVERAGE % OF AVERAGE HIGHEST VALUE LOWEST VALUE
MARKET SECTOR VALUE AT RISK CAPITALIZATION AT RISK AT RISK
- ---------------------------------- ------------- -------------- ------------- -------------
Interest Rates $ 2,997,989 6.28% $ 4,154,318 $ 1,055,665
Currencies 921,761 1.93% 3,396,678 267,591
Stock Indices 142,425 0.30% 379,904 12,824
Metals 270,184 0.57% 1,168,725 48,221
Agriculture 92,451 0.19% 468,822 11,585
Energy 80,612 0.17% 220,906 6,443
------------- -------------- ------------- -------------
TOTAL $ 4,505,422 9.44% $ 9,789,353 $ 1,402,329
============= ============== ============= =============
Average, highest and lowest Value at Risk amounts relate to the quarter-end
amounts for each calendar quarter-end during the fiscal year. Average
Capitalization is the average of the Partnership's capitalization at the end of
each calendar quarter of fiscal years 2004 and 2003.
15
MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK
The face value of the market sector instruments held by the
Partnership is typically many times the applicable maintenance margin
requirement (maintenance margin requirements generally ranging between
approximately 1% and 10% of contract face value) as well as many times the
capitalization of the Partnership. The magnitude of the Partnership's open
positions creates a "risk of ruin" not typically found in most other investment
vehicles. Because of the size of its positions, certain market conditions
unusual, but historically recurring from time to time could cause the
Partnership to incur severe losses over a short period of time. The foregoing
Value at Risk table as well as the past performance of the Partnership gives no
indication of this "risk of ruin."
NON-TRADING RISK
FOREIGN CURRENCY BALANCES; CASH ON DEPOSIT WITH MLPF&S
The Partnership has non-trading market risk on its foreign cash
balances not needed for margin. However, these balances (as well as the market
risk they represent) are generally immaterial. The Partnership controls the
non-trading exchange rate risk of its foreign currency balances by regularly
converting its foreign currency balances back to U.S. dollars on a weekly basis.
The Partnership also has non-trading market risk on the approximately
90%-95% of its assets which are held in cash at MLPF&S. The value of this cash
is not interest rate sensitive, but there is cash flow risk in that if interest
rates decline so will the cash flow generated on these monies. This cash flow
risk is generally insignificant.
QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES
The following qualitative disclosures regarding the Partnership's
market risk exposures except for (i) those disclosures that are statements of
historical fact and (ii) the descriptions of how the Partnership manages its
primary market risk exposure constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. The Partnership's primary market risk exposures as well as the
strategies used by MLIM LLC and the Advisors for managing such exposures are
subject to numerous uncertainties, contingencies and risks, any one of which
could cause the actual results of the Partnership's risk controls to differ
materially from the objectives of such strategies. Government interventions,
defaults and expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical price
relationships, an influx of new market participants, increased regulation and
many other factors could result in material losses as well as in material
changes to the risk exposures and the risk management strategies of the
Partnership. There can be no assurance that the Partnership's current market
exposure and/or risk management strategies will not change materially or that
any such strategies will be effective in either the short- or long-term.
Investors must be prepared to lose all or substantially all of their investment
in the Partnership.
The following were the primary trading risk exposures of the
Partnership as of December 31, 2004, by market sector.
INTEREST RATES.
Interest rate risk is the principal market exposure of the
Partnership. Interest rate movements directly affect the price of derivative
sovereign bond positions held by the Partnership and indirectly the value of its
stock index and currency positions. Interest rate movements in one country as
well as relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate exposure is
to interest rate fluctuations in the United States and the other G-7 countries.
However, the Partnership also takes positions in the government debt of smaller
nations e.g., New Zealand and Australia. MLIM LLC anticipates that G-7 interest
rates will remain the primary market exposure of the Partnership for the
foreseeable future.
CURRENCIES.
The Partnership trades in a large number of currencies. However, the
Partnership's major exposures have typically been in the U.S. dollar/Japanese
yen, U.S. dollar/Euro and U.S. dollar/British pound positions. MLIM LLC does not
anticipate that the risk profile of the Partnership's currency sector will
change significantly in the future. The currency trading Value at Risk figure
includes foreign margin amounts converted into U.S. dollars with an incremental
adjustment to reflect the exchange rate risk of maintaining Value at Risk in a
functional currency other than U.S. dollars.
16
STOCK INDICES.
The Partnership's primary equity exposure is to G-7 equity index price
movements. As of December 31, 2004 the Partnership's primary exposures were in
the stock indices from Southeast Asian countries. The Partnership is primarily
exposed to the risk of adverse price trends or static markets in the major U.S.,
European and Asian indices.
METALS.
The Partnership's primary metals market exposure is to fluctuations in
the price of gold and silver. Although certain of the Advisors trade base metals
such as aluminum, nickel, copper and tin, the principal market exposures of the
Partnership have consistently been in the precious metals. MLIM LLC anticipates
that gold will remain the primary metal market exposure for the Partnership.
AGRICULTURAL COMMODITIES.
The Partnership's primary agricultural commodities exposure is to
agricultural price movements which are often directly affected by severe or
unexpected weather conditions. Soybeans, grains, livestock and sugar accounted
for the substantial bulk of the Partnership's commodity exposure as of December
31, 2004. In the past, the Partnership has had material market exposure to
orange juice and cotton and may do so again in the future. However, MLIM LLC
anticipates that the Advisors will maintain an emphasis on soybeans, grains and
sugar, in which the Partnership has historically taken its largest positions.
ENERGY.
The Partnership's primary energy market exposure is to natural gas and
oil price movements, often resulting from political developments in the Middle
East. Oil prices can be volatile and substantial profits and losses have been
and are expected to continue to be experienced in this market.
QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE
The following were the non-trading risk exposures of the Partnership
as of December 31, 2004.
FOREIGN CURRENCY BALANCES.
The Partnership's primary foreign currency balances are in Japanese
yen, British pounds and Euro. The Partnership has minimal exchange rate exposure
on these balances.
U.S. DOLLAR BALANCES.
The Partnership holds its U.S. dollars in cash at MLPF&S. The
Partnership has immaterial cash flow and interest-rate risk on its cash on
deposit with MLPF&S in that declining interest rates would cause the income from
such cash to decline.
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
TRADING RISK
MLIM LLC has procedures in place intended to control market risk
exposure, although there can be no assurance that they will, in fact, succeed in
doing so. These procedures focus primarily on monitoring the trading of the
Advisors selected from time to time for the Partnership, and reviewing
outstanding positions for over-concentrations both on an Advisor-by-Advisor and
on an overall Partnership basis. While MLIM LLC does not itself intervene in the
markets to hedge or diversify the Partnership's market exposure, MLIM LLC may
urge Advisors to reallocate positions, or itself reallocate Partnership assets
among Advisors (although typically only as of the end of a month), in an attempt
to avoid over-concentrations. However, such interventions are unusual.
At the Advisor level, each Advisor applies its own risk management
policies to its trading. These policies generally limit the total exposure that
may be taken per "risk unit" of assets under management. In addition, many
Advisors follow diversification guidelines (often formulated in terms of the
maximum margin, which they will commit to positions in any one contract or group
of related contracts), as well as imposing "stop-loss" points at which open
positions must be closed out. Occasionally, Advisors will limit the market
exposure of their Partnership account through acquiring put or call options
which "collar" the risk of open positions. However, because of the typically
high degree of liquidity in the markets traded by the Partnership and the
expense of acquiring options, most Advisors rely simply on stop-loss policies,
requiring the liquidation of positions once losses of a certain magnitude have
been incurred.
17
Certain Advisors treat their risk control policies as strict rules;
others only as general guidelines for controlling risk.
NON-TRADING RISK
The Partnership controls the non-trading exchange rate risk of its
foreign currency balances by regularly converting these balances back into U.S.
dollars on a weekly basis.
The Partnership has cash flow interest rate risk on its cash on
deposit with MLPF&S in that declining interest rates would cause the income from
such cash to decline. However, a certain amount of cash or cash equivalents must
be held by the Partnership in order to facilitate margin payments and pay
expenses and redemptions. MLIM LLC does not take any steps to limit the cash
flow risk on its cash held on deposit at MLPF&S.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Selected Quarterly Financial Data
ML Global Horizons L.P.
Net Income by Quarter
Eight Quarters through December 31, 2004
FOURTH THIRD SECOND FIRST FOURTH THIRD SECOND FIRST
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
2004 2004 2004 2004 2003 2003 2003 2003
------------ ------------ ------------ ------------ ------------ ------------ ----------- -----------
Total Income (Loss) $ 10,640,033 $ (306,947) $ (5,436,741) $ 3,881,153 $ 6,879,160 $ (67,572) $ 3,438,403 $ 4,026,397
Total Expenses 3,483,624 1,565,539 862,973 1,599,826 2,622,223 820,744 1,401,996 1,684,063
---------------------------------------------------------------------------------------------------------
Net Income (Loss) $ 7,156,409 $ (1,872,486) $ (6,299,714) $ 2,281,327 $ 4,256,937 $ (888,316) $ 2,036,407 $ 2,342,334
=========================================================================================================
Net Income (Loss)
per Unit $ 0.0754 $ (0.0340) $ (0.3088) $ 1.7840 $ 19.98 $ (4.06) $ 9.08 $ 10.00
The financial statements required by this Item are included in Exhibit
13.01.
The supplementary financial information ("information about oil and
gas producing activities") specified by Item 302 of Regulation S-K is not
applicable.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with independent auditors on
accounting or financial disclosure.
ITEM 9A: CONTROLS AND PROCEDURES
Merrill Lynch Investment Managers LLC, the General Partner of ML
Global Horizons I L.P., with the participation of the General Partner's Chief
Operating Officer and the Chief Financial Officer, has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures with respect to the Partnership within 90 days of the filing date of
this annual report, and, based on their evaluation, have concluded that these
disclosure controls and procedures are effective. Additionally, there were no
significant changes in the Partnership's internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 9B: OTHER INFORMATION
Not Applicable.
18
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
10(a) and 10(b) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS:
As a limited partnership, the Partnership itself has no officers or
directors and is managed by MLIM LLC. Trading decisions are made by the Advisors
on behalf of the Partnership. MLIM LLC promotes the Partnership and is its
controlling person.
The managers and executive officers of MLIM LLC and their respective
business backgrounds are as follows.
VINAY MENDIRATTA Managing Director and Chief Operating Officer -
Alternative Strategies and Quantitative Advisers
Division
FABIO P. SAVOLDELLI Managing Director and Chief Investment Officer-
Alternative Strategies Division
JAMES KASE President and Chief Marketing Officer
ANDREW DONAHUE General Counsel
PATRICK HAYWARD Chief Financial Officer
Vinay Mendiratta was born in 1967. Mr. Mendiratta is Managing Director
and Head of Hedge Fund Product Management, Alternative Strategies and
Quantitative Advisers divisions since August 2003. Mr. Mendiratta served as
Chief Operating Officer of MLIM LLC's Alternative Investment division since
March 2003. Prior to that he was MLIM's Alternative Investments product
specialist based in London responsible for the marketing hedge fund products to
clients in Europe and the Middle East. Prior to joining MLIM, Mr. Mendiratta was
a product specialist for Bankers Trust's quantitative investment team and has
ten years of investment experience. Mr. Mendiratta obtained his Bachelor of Arts
in Economics from Duke University and his MBA in Finance from Columbia.
Fabio P. Savoldelli was born in 1961. Mr. Savoldelli is Managing
Director and Chief Investment Officer of Alternative Strategies Division of MLIM
LLC since March 2003. He has been a Managing Director since January 2000. Mr.
Savoldelli served as Managing Director for Merrill Lynch Corporate and
Institutional Client Group from 1996 to 1999. Prior to joining Merrill Lynch, he
served as Chief Investment Officer - Americas for Chase Manhattan Bank from 1995
to 1996 and as Director at Swiss Bank Portfolio Management from 1990 to 1995.
Mr. Savoldelli was educated at the University of Windsor, Canada, and the London
School of Economics.
James Kase was born in 1960. Mr. Kase is President and Chief Marketing
Officer of MLIM LLC since March 2003. Mr. Kase has been a managing director of
MLIM LLC since March 2000. In addition, Mr. Kase is managing director and Head
of Americas Institutional Channel for Merrill Lynch Investment Managers, L.P.
and Fund Asset Management, L.P. Prior to joining MLIM LLC, he served as managing
director and business head for Lehman Brothers from 1995 through 2000. He
received his Bachelor of Arts in Political Science from Brown University.
Andrew Donahue was born in 1950. Mr. Donahue is the General Counsel of
MLIM LLC, Merrill Lynch Investment Managers, L.P. and Fund Asset Management,
L.P. since March 2003. Previously, Mr. Donohue worked at OppenheimerFunds, Inc.,
where he most recently served as executive vice president and general counsel
responsible for the firm's legal and compliance functions and regulatory
matters. He received his Bachelor of Arts from Hofstra University and his
Judicial Degree from New York University School of Law.
Patrick Hayward was born in 1967. Mr. Hayward has been the Chief
Financial Officer for MLIM Americas Institutional and Registrant since June
2002. Mr. Hayward previously served as Vice President and Divisional Financial
Officer for Societe Generale from December 2001 to June 2002; Vice President and
Controller of SG Cowen Asset Management, Inc. from December 1999 to December
2001; Controller and Operations Manager for Compass Group, LLC from July 1997 to
November 1999; Controllers Associate for Morgan Stanley & Co. from April 1993 to
July 1997; and Senior Accountant for Ernst & Young from September 1989 to April
1993. He received his Bachelor of Arts
19
from College of William & Mary.
As of December 31, 2004, MLIM LLC's general partner interest in the
Partnership was valued at approximately $1,215,471.
As of February 29, 2004, MLIM LLC acts as general partner to three
public futures Partnerships whose units of limited partnership interest are
registered under the Securities Exchange Act of 1934: ML Futures Investments
L.P., ML Principal Protection L.P., and the Partnership. Because MLIM LLC serves
as the sole general partner of each of these funds, the officers and managers of
MLIM LLC effectively manage them as officers and directors of such funds.
(c) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES:
None.
(d) FAMILY RELATIONSHIPS:
None.
(e) BUSINESS EXPERIENCE:
See Items 10 (a) and 10(b) above.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:
None.
(g) PROMOTERS AND CONTROL PERSONS:
Not applicable.
(h) AUDIT COMMITTEE FINANCIAL EXPERT:
Not applicable. (Neither the Partnership nor MLIM LLC has an
audit committee.)
CODE OF ETHICS:
The Partnership has adopted a code of ethics, as of the end of the
period covered by this report, which applies to the Partnership's principal
executive officer and principal financial officer or persons performing similar
functions. A copy of the code of ethics is available upon request by calling
1-800-637-3863.
ITEM 11: EXECUTIVE COMPENSATION
The managers and officers of MLIM LLC are remunerated by MLIM LLC in
their respective positions. The Partnership does not itself have any officers,
managers or employees. The Partnership pays Brokerage Commissions to an
affiliate of MLIM LLC and Incentive Overrides and Administrative Fees to MLIM
LLC. MLIM LLC or its affiliates may also receive certain economic benefits from
the possession of the Partnership's U.S. dollar assets in offset accounts, as
described in Item 1(c) above. The managers and officers receive no "other
compensation" from the Partnership, and the managers receive no compensation for
serving as managers of MLIM LLC. There are no compensation plans or arrangements
relating to a change in control of either the Partnership or MLIM LLC.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:
As of December 31, 2004, no person or "group" is known to be or have
been the beneficial owner of more than 5% of the Units.
As of December 31, 2004, MLIM LLC owned 756,618 Units (unit-equivalent
general partnership interests), which was approximately 0.69 % of the total
Units outstanding.
20
(b) CHANGES IN CONTROL:
None.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) TRANSACTIONS BETWEEN MERRILL LYNCH AND THE PARTNERSHIP
All of the service providers to the Partnership, other than the
Advisors, are affiliates of Merrill Lynch. Merrill Lynch negotiated with the
Advisors over the level of its advisory fees and Profit Shares. However, none of
the fees paid by the Partnership to any Merrill Lynch party were negotiated, and
they are higher than would have been obtained in arm's-length bargaining.
The Partnership pays indirectly Merrill Lynch through MLPF&S and MLIM
LLC substantial Brokerage Commissions and Administrative Fees, respectively, as
well as bid-ask spreads on forward currency trades. The Partnership also pays
MLPF&S interest on short-term loans extended by MLPF&S to cover losses on
foreign currency positions.
Within the Merrill Lynch organization, MLIM LLC is the direct
beneficiary of the revenues received by different Merrill Lynch entities from
the Partnership. MLIM LLC controls the management of the Partnership and serves
as its promoter. Although MLIM LLC has not sold any assets, directly or
indirectly, to the Partnership, MLIM LLC has made substantial profits from the
Partnership due to the foregoing revenues.
No loans have been, are or will be outstanding between MLIM LLC or any
of its principals and the Partnership.
MLIM LLC paid substantial selling commissions and trailing commissions
to MLPF&S for distributing the Units. MLIM LLC is ultimately paid back for these
expenditures from the revenues it receives from the Partnership.
(b) CERTAIN BUSINESS RELATIONSHIPS:
MLPF&S, an affiliate of MLIM LLC, acts as the principal commodity
broker for the Partnership.
In 2004, the Partnership expensed: (i) Brokerage Commissions of
$5,725,678, which included $1,115,238 in consulting fees earned by the Advisors;
and (ii) Administrative Fees of $ 205,144 to MLIM LLC. In addition, MLIM LLC and
its affiliates may have derived certain economic benefits from possession of the
Partnership's assets, as well as from foreign exchange and EFP trading.
See Item 1(c), "Narrative Description of Business -- Charges" and "--
Description of Current Charges" for a discussion of other business dealings
between MLIM LLC affiliates and the Partnership.
The fact that MLIM LLC receives incentive compensation from the
Partnership (which is an unusual fee arrangement for MLIM LLC) could cause MLIM
LLC to manage the Partnership in a more speculative and "risky" fashion than
MLIM LLC otherwise would.
(c) INDEBTEDNESS OF MANAGEMENT:
The Partnership is prohibited from making any loans, to management or
otherwise.
(d) TRANSACTIONS WITH PROMOTERS:
Not applicable.
21
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) AUDIT FEES
Aggregate fees for professional services rendered by Deloitte Tax
LLP in connection with the audit of the Partnership's financial statements as
of and for the year ended December 31, 2004 were $52,350.
Aggregate fees for these services for the year ended December 31, 2003
were $35,000.
(b) AUDIT-RELATED FEES
There were no other audit-related fees for the years ended December
31, 2004 or 2003 related to the Partnership.
(c) TAX FEES
Aggregate fees for professional services rendered by Deloitte Tax
LLP in connection with the tax compliance, advice and preparation of the
Partnerships tax returns for the year ended December 31, 2004 were $80,000.
Aggregate fees for these services for the year ended December 31, 2003
were $35,000.
(d) ALL OTHER FEES
No fees were paid to Deloitte and Touche LLP nor Deloitte Tax LLP
during the years ended December 31, 2004 or 2003 for any other professional
services in relation to the Partnership.
22
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. FINANCIAL STATEMENTS (FOUND IN EXHIBIT 13.01):
PAGE
----
Report of Independent Registered Public Accounting Firm 1
Statements of Financial Condition as of December 31, 2004 and 2003 2
For the years ended December 31, 2004, 2003 and 2002:
Statements of Income 3
Statements of Changes in Partners' Capital 4
Financial Data Highlights for the year ended December 31, 2004 5
Notes to Financial Statements 6-12
2. FINANCIAL STATEMENT SCHEDULES:
Financial statement schedules not included in this Form 10-K have been
omitted for the reason that they are not required or are not applicable or that
equivalent information has been included in the financial statements or notes
thereto.
3. EXHIBITS:
The following exhibits are incorporated by reference or are filed
herewith to this Annual Report on Form 10-K:
DESIGNATION DESCRIPTION
- ----------- -----------
1.01 Selling Agreement among the Partnership, MLIM LLC, MLPF&S, the Selling Agent
and the Advisors.
EXHIBIT 1.01: Is incorporated herein by reference from Exhibit 1.01 contained in Amendment
No. 1 to the Registration Statement (File No. 33-62998) filed on September 10,
1993, on Form S-1 under the Securities Act of 1933 (the "Registrant's
Registration Statement").
3.01(i) Amended and Restated Certificate of Limited Partnership of the Registrant,
dated August 25, 1994.
EXHIBIT3.01(i): Is incorporated herein by reference from Exhibit 3.01(i) contained in the
Registrant's Registration Statement.
3.01(ii) Amended and Restated Limited Partnership Agreement of the Partnership.
EXHIBIT 3.01(ii): Is incorporated herein by reference from Exhibit 3.01(ii) contained in the
Registrant's Registration Statement (as Exhibit A).
3.01(iii) Amended and Restated Certificate of Limited Partnership of the Partnership,
dated July 27, 1995.
EXHIBIT 3.01(iii): Is incorporated by reference from Exhibit 3.02(iii) contained in the
Registrant's report on Form 10-Q for the Quarter Ended June 30, 1995.
23
3.01(iv) Amended and Restated Certificate of Limited Partnership of the Partnership,
dated January 13, 2005.
EXHIBIT 3.01(iv): Is filed herewith.
10.01(d) Form of Advisory Agreement between the Partnership, MLIM LLC, MLPF&S and
prospective trading advisors.
EXHIBIT 10.01(d): Is incorporated by reference from Exhibit 10.01(d) contained in the
Registrant's report on Form 10-Q for the Quarter Ended June 30, 1995.
10.02 Form of Consulting Agreement between each Advisor, the Partnership and MLPF&S.
EXHIBIT 10.02: Is incorporated herein by reference from Exhibit 10.02 contained in the
Registrant's Registration Statement.
10.03 Form of Customer Agreement between the Partnership and MLPF&S.
EXHIBIT 10.03: Is incorporated herein by reference from Exhibit 10.03 contained in the
Registrant's Registration Statement.
10.05 Form of Subscription Agreement and Power of Attorney.
EXHIBIT 10.05: Is incorporated herein by reference from Exhibit 10.05 contained in the
Registrant's Registration Statement (as Exhibit D).
10.06 Foreign Exchange Desk Service Agreement, dated July 1, 1993 among Merrill
Lynch International Bank, MLIM LLC, MLPF&S and the Partnership.
EXHIBIT 10.06: Is incorporated herein by reference from Exhibit 10.06 contained in Amendment
No. 1 to the Registration Statement.
10.07 Form of Advisory and Consulting Agreement Amendment among MLIM LLC, each
Advisor, the Partnership and MLPF&S.
EXHIBIT 10.07: Is incorporated herein by reference from Exhibit 10.07 contained in the
Registrant's report on Form 10-K for the year ended December 31, 1996.
13.01 2004 Annual Report and Report of Independent Registered Public Accounting Firm.
EXHIBIT 13.01: Is filed herewith.
28.01 Prospectus of the Partnership dated December 6, 1995.
EXHIBIT 28.01: Is incorporated by reference as filed with the Securities and Exchange
Commission pursuant to Rule 424 under the Securities Act of 1933, Registration
Statement (File No. 33-88994) on Form S-1, effective December 6, 1995).
EXHIBIT 31.01
AND 31.02: Are filed herewith.
EXHIBIT 32.01
AND 32.02: Are filed herewith.
24
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.
ML GLOBAL HORIZONS I L.P.
By: MERRILL LYNCH INVESTMENT MANAGERS LLC
General Partner
BY:/s/Vinay Mendiratta
----------------------
Vinay Mendiratta
Managing Director and Chief Operating Officer
- Alternative Strategies and Quantitative
Advisers Divisions (Principal Executive Officer)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed on March 31, 2005 by the
following persons on behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/Vinay Mendiratta Managing Director and Chief Operating Officer March 31, 2005
- ------------------- - Alternative Strategies and Quantitative
Vinay Mendiratta Advisers Divisions
(Principal Executive Officer)
/s/Fabio P. Savoldelli Managing Director and Chief Investment Officer March 31, 2005
- ---------------------- - Alternative Strategies Division
Fabio P. Savoldelli
/s/James Kase President and Chief Marketing Officer March 31, 2005
- ------------
James Kase
/s/Andrew Donohue General Counsel March 31, 2005
- -----------------
Andrew Donohue
/s/Patrick Hayward Chief Financial Officer March 31, 2005
- ------------------ (Principal Financial and Accounting Officer)
Patrick Hayward
(Being the principal executive officer, the principal financial and accounting
officer and a majority of the managers of MLIM LLC).
MERRILL LYNCH INVESTMENT General Partner of Registrant March 31, 2005
MANAGERS LLC
By: /s/ Vinay Mendiratta
--------------------
Vinay Mendiratta
Managing Director and Chief Operating Officer
Alternative Strategies and Quantitative Advisers Divisions
(Principal Executive Officer)
25
EXHIBIT 31.01
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
I, Vinay Mendiratta, certify that:
1. I have reviewed this report on Form 10-K of ML Global Horizons I L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter ( the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weakness in the design or
operation of internal controls which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report
financial information; and
b) An fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 31, 2005
By /s/ VINAY MENDIRATTA
--------------------
Vinay Mendiratta
Managing Director and Chief Operating Officer
- - Alternative Strategies and Quantitative Advisers Divisions
(Principal Executive Officer)
26
EXHIBIT 31.02
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
I, Patrick Hayward, certify that:
1. I have reviewed this report on Form 10-K of ML Global Horizons I L.P.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the registrant's disclosure and presented
in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report
based on such evaluation;
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter ( the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 31, 2005
By /s/ PATRICK HAYWARD
-------------------
Patrick Hayward
Chief Financial Officer
(Principal Financial and Accounting Officer)
27
EXHIBIT 32.01
SECTION 1350 CERTIFICATION
In connection with this annual report of ML Global Horizons I L.P. on Form (the
"Company") 10-K for the fiscal year ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (this "Report"), I, Vinay
Mendiratta, Managing Director and Chief Operating Officer-Alternative Strategies
and Quantititive Advisers Divisions of the Company certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002,
that:
1. This Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in this Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: March 31, 2005
By /s/ VINAY MENDIRATTA
--------------------
Vinay Mendiratta
Managing Director and Chief Operating Officer
Alternative Strategies and Quantitative Advisers Divisions
(Principal Executive Officer)
28
EXHIBIT 32.02
SECTION 1350 CERTIFICATIONS
In connection with this annual report of ML Global Horizons I L.P.
(the"Company") on Form 10-K for the fiscal year ended December 31, 2004 as filed
with the Securities and Exchange Commission on the date hereof (this "Report"),
I, Patrick Hayward, Chief Financial Officer of the Company certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002,
that:
1. This Report fully complies with the requirements of Section 13(a) or 15(d) of
he Securities Exchange Act of 1934; and
2. The information contained in this Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: March 31, 2005
By /s/ PATRICK HAYWARD
-------------------
Patrick Hayward
Chief Financial Officer
(Principal Financial and Accounting Officer)
29
ML GLOBAL HORIZONS I L.P.
2004 FORM 10-K
INDEX TO EXHIBITS
EXHIBIT
- -------
Exhibit 3.01(iv) Amended and Restated Certificate of Limited Partnership of the Partnership,
dated January 13, 2005.
Exhibit 13.01 2004 Annual Report and Report of Independent Registered Public Accounting Firm
30