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EXCEL - IDEA: XBRL DOCUMENT - CERES ORION L.P.Financial_Report.xls
10-K - FORM 10-K - CERES ORION L.P.d293274d10k.htm
EX-32.2 - EX-32.2 - CERES ORION L.P.d293274dex322.htm
EX-99.3 - EX-99.3 - CERES ORION L.P.d293274dex993.htm
EX-32.1 - EX-32.1 - CERES ORION L.P.d293274dex321.htm
EX-31.1 - EX-31.1 - CERES ORION L.P.d293274dex311.htm
EX-99.2 - EX-99.2 - CERES ORION L.P.d293274dex992.htm
EX-31.2 - EX-31.2 - CERES ORION L.P.d293274dex312.htm
EX-10.3(A) - EX-10.3(A) - CERES ORION L.P.d293274dex103a.htm
EX-10.1(C) - EX-10.1(C) - CERES ORION L.P.d293274dex101c.htm

Exhibit 99.1

To the Members of

AAA Master Fund LLC

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

 

LOGO

 

By:

  Walter Davis
 

President and Director

Ceres Managed Futures LLC

Managing Member,

AAA Master Fund LLC

Ceres Managed Futures LLC

522 Fifth Avenue

14th Floor

New York, NY 10036

212-296-1999


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

AAA Master Fund LLC:

We have audited the accompanying statements of financial condition of AAA Master Fund LLC (the “Company”), including the condensed schedules of investments, as of December 31, 2011 and 2010, and the related statements of income and expenses and changes in members’ capital for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of AAA Master Fund LLC as of December 31, 2011 and 2010, and the results of its operations and its changes in members’ capital for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

New York, New York

March 23, 2012


AAA Master Fund LLC

Statements of Financial Condition

December 31, 2011 and 2010

 

     2011      2010  

Assets:

     

Equity in trading account:

     

Cash (Note 3c)

   $ 671,605,055       $ 786,204,916   

Cash margin (Note 3c)

     33,580,718         84,669,985   

Options purchased, at fair value (cost $394,712,745 and $561,437,849, respectively)

     374,133,088         363,802,239   
  

 

 

    

 

 

 

Total assets

   $ 1,079,318,861       $ 1,234,677,140   
  

 

 

    

 

 

 

Liabilities and Members’ Capital:

     

Liabilities:

     

Net unrealized depreciation on open futures and
exchange-cleared swap contracts

   $ 6,062,595       $ 6,571,110   

Options premium received, at fair value (premium
$223,316,821 and $354,410,825, respectively)

     96,374,598         239,504,355   

Accrued expenses:

     

Professional fees

     371,076         290,824   

Redemptions payable

             7,941,213   
  

 

 

    

 

 

 

Total liabilities

     102,808,269         254,307,502   
  

 

 

    

 

 

 

Members’ Capital:

     

Members’ Capital, 96,401.5933 and 103,223.2146 units outstanding at December 31, 2011 and 2010, respectively

     976,510,592         980,369,638   
  

 

 

    

 

 

 

Total liabilities and members’ capital

   $ 1,079,318,861       $ 1,234,677,140   
  

 

 

    

 

 

 

Net asset value per unit

   $ 10,129.61       $ 9,497.57   
  

 

 

    

 

 

 

See accompanying notes to financial statements.


AAA Master Fund LLC

Condensed Schedule of Investments

December 31, 2011

 

     Number of
Contracts
     Fair Value     % of Members’
Capital
 

Futures and Exchange-Cleared Swap Contracts Purchased

       

Energy

     31,887       $ (119,406,111     (12.23 )% 

Indices

     60         (5,232     (0.00 )* 

Lumber

     41         21,365        0.00

Softs

     430         (815,575     (0.08
     

 

 

   

 

 

 

Total futures and exchange-cleared swap contracts purchased

        (120,205,553     (12.31
     

 

 

   

 

 

 

Futures and Exchange-Cleared Swap Contracts Sold

       

Energy

       

NYMEX HH Swap Mar 12 – Dec 14

     10,565         79,310,347        8.12   

Other

     17,763         35,201,407        3.60   

Grains

     153         (331,229     (0.03

Lumber

     41         (37,567     (0.00 )* 
     

 

 

   

 

 

 

Total futures and exchange-cleared swap contracts sold

        114,142,958        11.69   
     

 

 

   

 

 

 

Options Purchased

       

Call

       

Energy

       

NYMEX LT Crude Oil Feb 12 – Dec 14

     9,179         97,782,830        10.01   

Other

     8,590         38,624,446        3.96   

Indices

     120         189,600        0.02   
     

 

 

   

 

 

 

Call options purchased

        136,596,876        13.99   
     

 

 

   

 

 

 

Put

       

Energy

       

NYMEX LT Crude Oil Feb 12 – Dec 14

     15,707         105,386,170        10.79   

NYMEX Natural Gas E Feb 12 – Jan 13

     3,022         84,054,102        8.61   

Other

     6,764         46,428,317        4.75   

Grains

     70         300,563        0.03   

Indices

     1,348         1,367,060        0.14   
     

 

 

   

 

 

 

Put options purchased

        237,536,212        24.32   
     

 

 

   

 

 

 

Total options purchased

        374,133,088        38.31   
     

 

 

   

 

 

 

Options Premium Received

       

Call

       

Energy

     25,531         (42,662,618     (4.37

Grains

     164         (169,713     (0.01

Indices

     270         (449,100     (0.05
     

 

 

   

 

 

 

Call options premium received

        (43,281,431     (4.43
     

 

 

   

 

 

 

Put

       

Energy

     25,561         (53,008,680     (5.43

Indices

     585         (84,487     (0.01
     

 

 

   

 

 

 

Put options premium received

        (53,093,167     (5.44
     

 

 

   

 

 

 

Total options premium received

        (96,374,598     (9.87
     

 

 

   

 

 

 

Net fair value

      $ 271,695,895        27.82
     

 

 

   

 

 

 

* Due to rounding.

See accompanying notes to financial statements.


AAA Master Fund LLC

Condensed Schedule of Investments

December 31, 2010

 

     Number of
Contracts
     Fair Value     % of Members’
Capital
 

Futures and Exchange-Cleared Swap Contracts Purchased

       

Energy

     49,880       $ (76,588,395     (7.75 )% 
     

 

 

   

 

 

 

Total futures and exchange-cleared swap contracts purchased

        (76,588,395     (7.75
     

 

 

   

 

 

 

Futures and Exchange-Cleared Swap Contracts Sold

       

Energy

       

NYMEX HH Swap Feb 11 – Dec 14

     24,098         119,170,628        12.06   

Other

     27,946         (49,185,903     (4.98

Lumber

     72         32,560        0.00
     

 

 

   

 

 

 

Total futures and exchange-cleared swap contracts sold

        70,017,285        7.08   
     

 

 

   

 

 

 

Options Purchased

       

Energy

       

Call

       

NYMEX Crude Oil E Jun 11 – Dec 12

     3,098         50,475,970        5.11   

NYMEX LT Crude Oil Feb 11 – Dec 13

     9,371         97,741,150        9.89   

Other

     17,005         46,219,048        4.67   
     

 

 

   

 

 

 

Call options purchased

        194,436,168        19.67   
     

 

 

   

 

 

 

Put

       

NYMEX Natural Gas E Feb 11 – May 14

     17,363         82,281,218        8.33   

Other

     20,468         87,084,853        8.81   
     

 

 

   

 

 

 

Put options purchased

        169,366,071        17.14   
     

 

 

   

 

 

 

Total options purchased

        363,802,239        36.81   
     

 

 

   

 

 

 

Options Premium Received

       

Energy

       

Call

       

NYMEX Heating Oil Feb 11 – Jun 11

     5,580         (64,361,900     (6.51

NYMEX LT Crude Oil Feb 11 – Dec 16

     9,485         (62,747,240     (6.35

Other

     21,649         (52,266,589     (5.29
     

 

 

   

 

 

 

Call options premium received

        (179,375,729     (18.15
     

 

 

   

 

 

 

Put

       

Other

     21,624         (60,128,626     (6.08
     

 

 

   

 

 

 

Put options premium received

        (60,128,626     (6.08
     

 

 

   

 

 

 

Total options premium received

        (239,504,355     (24.23
     

 

 

   

 

 

 

Net fair value

      $ 117,726,774        11.91
     

 

 

   

 

 

 

* Due to rounding.

See accompanying notes to financial statements.


AAA Master Fund LLC

Statements of Income and Expenses

for the years ended December 31, 2011, 2010 and 2009

 

     2011     2010     2009  

Investment Income:

      

Interest income

   $ 240,161      $ 718,246      $ 661,850   
  

 

 

   

 

 

   

 

 

 

Expenses:

      

Clearing fees

     2,400,973        3,163,655        3,343,809   

Professional fees

     548,484        739,340        628,350   
  

 

 

   

 

 

   

 

 

 

Total expenses

     2,949,457        3,902,995        3,972,159   
  

 

 

   

 

 

   

 

 

 

Net investment income (loss)

     (2,709,296     (3,184,749     (3,310,309
  

 

 

   

 

 

   

 

 

 

Trading Results:

      

Net gains (losses) on trading of commodity interest:

      

Net realized gains (losses) on closed contracts

     (125,889,892     (66,599,159     550,277,218   

Change in net unrealized gains (losses) on open contracts

     189,600,221        21,681,514        (395,771,479
  

 

 

   

 

 

   

 

 

 

Total trading results

     63,710,329        (44,917,645     154,505,739   
  

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 61,001,033      $ (48,102,394   $ 151,195,430   
  

 

 

   

 

 

   

 

 

 

Net income (loss) per unit* (Note 6)

   $ 634.41      $ (431.84   $ 1,064.36   
  

 

 

   

 

 

   

 

 

 

Weighted average units outstanding

     101,822.4505        111,118.5200        139,419.9283   
  

 

 

   

 

 

   

 

 

 

* Based on change in net asset value per unit.

 

 

See accompanying notes to financial statements.


AAA Master Fund LLC

Statements of Changes in Members’ Capital

for the years ended December 31, 2011, 2010 and 2009

 

     Members’
Capital
 

Members’ Capital at December 31, 2008

   $ 1,338,631,099   

Net income (loss)

     151,195,430   

Subscriptions of 18,789.6645 Units

     178,448,063   

Redemptions of 45,884.9809 Units

     (438,417,550

Distribution of interest income to feeder funds

     (661,850
  

 

 

 

Members’ Capital at December 31, 2009

     1,229,195,192   

Net income (loss)

     (48,102,394

Subscriptions of 3,852.9008 Units

     37,495,753   

Redemptions of 24,340.2940 Units

     (237,500,667

Distribution of interest income to feeder funds

     (718,246
  

 

 

 

Members’ Capital at December 31, 2010

     980,369,638   

Net income (loss)

     61,001,033  

Subscriptions of 13,555.9786 Units

     131,417,847   

Redemptions of 20,377.5999 Units

     (196,037,765

Distribution of interest income to feeder funds

     (240,161
  

 

 

 

Members’ Capital at December 31, 2011

   $ 976,510,592   
  

 

 

 

Net asset value per unit:

  

2009:

   $ 9,936.05   
  

 

 

 

2010:

   $ 9,497.57   
  

 

 

 

2011:

   $ 10,129.61   
  

 

 

 

 

 

See accompanying notes to financial statements.


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

1. General:

AAA Master Fund LLC, (the “Master”) is a limited liability company formed under the New York Limited Liability Company Law. The Master’s purpose is to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options, swaps and forward contracts. The Master may trade commodity futures and option contracts of any kind but intends initially to trade solely energy, energy related products, grains, indices, lumber and softs. The commodity interests that are traded by the Master are volatile and involve a high degree of market risk. The Master may sell an unlimited number of units of member interest (“Units”).

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the managing member (the “Managing Member”) and commodity pool operator of the Master. The Managing Member is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”). Morgan Stanley, indirectly through various subsidiaries, owns a majority equity interest in of MSSB Holdings. Citigroup Inc. (“Citigroup”) indirectly owns a minority equity interest in MSSB Holdings. Citigroup also indirectly owns Citigroup Global Markets Inc. (“CGM”), the commodity broker for the Master. Prior to July 31, 2009, the date as of which MSSB Holdings became its owner, the Managing Member was wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup. As of December 31, 2011, all trading decisions for the Master are made by the Advisor (defined below).

On September 1, 2001 (date Master commenced trading), AAA Capital Energy Fund L.P. (“AAA”) allocated substantially all of its capital and Orion Futures Fund L.P. (“Orion”) allocated a portion of its capital to the Master. The partnerships purchased 133,712.5867 Units with a fair value of $133,712,587 (including unrealized appreciation of $7,755,035). On July 1, 2002, AAA Capital Energy Fund L.P. II (“AAA II”) allocated substantially all of its capital to the Master and purchased 64,945.0387 Units with cash equal to $94,925,000. On October 1, 2005, Tactical Diversified Futures Fund L.P. (“Tactical Diversified”) allocated a portion of its capital to the Master and purchased 13,956.1190 Units with cash equal to $50,000,000. On July 1, 2005, Institutional Futures Portfolio L.P. (“Institutional Portfolio”) allocated a portion of its capital to the Master and purchased 2,386.2338 Units with cash equal to $7,000,000. On July 1, 2006, Legion Strategies, LTD (“Legion LTD”) allocated a portion of its capital to the Master and purchased 793.9501 Units with cash equal to $4,000,000. On October 1, 2006, Energy Advisors Portfolio L.P. (“Energy Advisors”) allocated a portion of its capital to the Master and purchased 723.8213 Units with cash equal to $3,315,000. On March 1, 2007, Global Futures Fund Ltd. (“Global Futures”) allocated a portion of its capital to the Master and purchased 344.5961 Units with cash equal to $1,614,644. On April 1, 2009, Orion Futures Fund (Cayman) Ltd. (“Orion Cayman) allocated a portion of its capital to the Master and purchased 84.1311 Units with cash equal to $800,000. On January 31, 2010, Tactical Diversified redeemed its entire investment in the Master for cash equal to $40,267,084. On December 31, 2010, Legion LTD redeemed its entire investment in the Master for cash equal to $7,941,213. On April 30, 2011, Energy Advisors redeemed its entire investment in the Master for cash equal to $3,469,560. The Master was formed to permit commodity pools managed now or in the future by AAA Capital Management Advisors, Ltd. (the “Advisor”) using the Energy Program – Futures and Swaps, a proprietary, discretionary trading program, to invest together in one trading vehicle.

The Master operates under a structure where its investors consist of AAA, AAA II, Institutional Portfolio, Global Futures, Orion and Orion Cayman (each a “Member”, collectively the “Funds”). AAA, AAAII, Institutional Portfolio, Global Futures, Orion and Orion Cayman owned approximately 19.9%, 36.1%, 1.7%, 1.2%, 40.8% and 0.3%, respectively, of the Master at December 31, 2011. Prior to Legion LTD’s full redemption on December 31, 2010, the Master’s investors consisted of AAA, AAA II, Institutional Portfolio, Energy Advisors, Global Futures, Legion LTD, Orion and Orion Cayman. AAA, AAA II, Institutional Portfolio,


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

Energy Advisors, Global Futures, Legion LTD, Orion and Orion Cayman owned approximately 24.4%, 41.4%, 1.9%, 0.8%, 1.7%, 0.8%, 28.7% and 0.3%, respectively, of the Master at December 31, 2010.

The Master will be liquidated under certain circumstances as defined in the limited liability company agreement of the Master (the “Limited Liability Company Agreement”).

 

2. Accounting Policies:

 

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

 

  b. Statement of Cash Flows.    The Master is not required to provide a Statement of Cash Flows.

 

  c. Master’s Investments.    All commodity interests of the Master (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Net realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses.

Master’s Fair Value Measurements.    Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. GAAP also requires the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. Management has concluded that based on available information in the marketplace, the Master’s Level 1 assets and liabilities are actively traded.

The Master will separately present purchases, sales, issuances, and settlements in its reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and makes disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy as required under GAAP.

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


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

those assets and liabilities from observable inputs (Level 2). As of and for the years ended December 31, 2011 and December 31, 2010, the Master did not hold any derivative instruments for which market quotations are not readily available and which were priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2) or that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

 

     12/31/2011      Quoted Prices in
Active markets for
Identical Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 
Assets            

Futures and Exchange-Cleared Swaps

   $ 149,805,316       $ 149,805,316         $—         $—   

Options purchased

     374,133,088         374,133,088                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

     523,938,404         523,938,404                   
  

 

 

    

 

 

    

 

 

    

 

 

 
Liabilities            

Futures and Exchange-Cleared Swaps

   $ 155,867,911       $ 155,867,911         $—         $—   

Options premium received

     96,374,598         96,374,598                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

     252,242,509         252,242,509                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net fair value

   $ 271,695,895       $ 271,695,895         $—         $—   
  

 

 

    

 

 

    

 

 

    

 

 

 
     12/31/2010*      Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs
(Level 3)
 
Assets            

Futures and Exchange-Cleared Swaps

   $ 253,518,419       $ 253,518,419         $—         $—   

Options purchased

     363,802,239         363,802,239                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

     617,320,658         617,320,658                   
  

 

 

    

 

 

    

 

 

    

 

 

 
Liabilities            

Futures and Exchange-Cleared Swaps

   $ 260,089,529       $ 260,089,529         $—         $—   

Options premium received

     239,504,355         239,504,355                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

     499,593,884         499,593,884                   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net fair value

   $ 117,726,774       $ 117,726,774         $—         $—   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  * The amounts have been reclassified from December 31, 2010 prior year financial statements to conform to current year presentation.

 

  d.

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


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

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

 

  e. Options.    The Master may purchase and write (sell), both exchange-listed and over-the-counter, options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Master writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Master purchases an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Net realized gains (losses) and changes in net unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses.

 

  f. Income and Expenses Recognition.    All of the income and expenses and realized and unrealized gains and losses on trading of commodity interests are determined on each valuation day and allocated pro rata among the Funds at the time of such determination.

 

  g. Income Taxes.    Income taxes have not been provided as each member is individually liable for the taxes, if any, on its share of the Master’s income and expenses.

GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Master’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Master level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The Managing Member concluded that no provision for income tax is required in the Master’s financial statements.

The Master files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2008 through 2011 tax years remain subject to examination by U.S. federal and most state tax authorities. The Managing Member does not believe that there are any uncertain tax positions that require recognition of a tax liability.

 

  h. Subsequent Events.    The Managing Member evaluates events that occur after the balance sheet date but before financial statements are filed. The Managing Member has assessed the subsequent events through the date of filing and determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements.

 

  i.

Recent Accounting Pronouncements.    In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and International Financial Reporting Standards” (“IFRS”). The amendments within this ASU change the wording


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

  used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements to eliminate unnecessary wording differences between GAAP and IFRS. However, some of the amendments clarify FASB’s intent about the application of existing fair value measurement requirements and other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU 2011-04 is effective for annual and interim periods beginning after December 15, 2011 for public entities. This new guidance is not expected to have a material impact on the Master’s financial statements.

 

     In October 2011, FASB issued a proposed ASU intended to improve and converge financial reporting by setting forth consistent criteria for determining whether an entity is an investment company. Under longstanding GAAP, investment companies carry all of their investments at fair value, even if they hold a controlling interest in another company. The primary changes being proposed by FASB relate to which entities would be considered investment companies as well as certain disclosure and presentation requirements. In addition to the changes to the criteria for determining whether an entity is an investment company, FASB also proposes that an investment company consolidate another investment company if it holds a controlling financial interest in the entity. The Master will evaluate the impact that this proposed update would have on the financial statements once the pronouncement is issued.

In December 2011, FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which creates a new disclosure requirement about the nature of an entity’s rights of setoff and the related arrangements associated with its financial instruments and derivative instruments. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of GAAP and those entities that prepare their financial statements on the basis of IFRS. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Master should also provide the disclosures retrospectively for all comparative periods presented. The Master is currently evaluating the impact that the pronouncement would have on the financial statements.

 

  j. Net Income (Loss) per unit.    Net income (loss) per unit is calculated in accordance with investment company guidance. See Note 6, “Financial Highlights.”

 

3. Agreements:

 

  a. Limited Liability Company Agreement:

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

 

  b. Management Agreement:

The Managing Member, on behalf of the Master, has entered into a management agreement (the “Management Agreement”) with the Advisor, a registered commodity trading advisor. The Advisor is not affiliated with the Managing Member or CGM and is not responsible for the organization or operation of the Master. The Management Agreement provides that the Advisor has sole discretion in determining the investment of the assets of the Master. All management fees


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

in connection with the Management Agreement shall be borne by the Funds. The Management Agreement may be terminated upon notice by either party.

 

  c. Customer Agreement:

The Master has entered into a customer agreement (the “Customer Agreement”) with CGM whereby CGM provides services which include, among other things, the execution of transactions for the Master’s account in accordance with orders placed by the Advisor. All floor brokerage, exchange, clearing, user, give-up and National Futures Association fees (collectively the “clearing fees”) are borne by the Master consistent with contractual agreements. All other fees (management fees, administrative fees, incentive fees, brokerage commissions and offering costs) shall be borne by the Funds. All of the Master’s cash is deposited by CGM in segregated bank accounts, to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2011 and 2010, the amounts of cash held by the Master for margin requirements were $33,580,718 and $84,669,985, respectively. The Customer Agreement may be terminated by either party. All commissions in connection with the Customer Agreement shall be borne by the Funds.

 

4. Trading Activities:

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

The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses on open futures and exchange-cleared swap contracts. The Master nets, for financial reporting purposes, the unrealized gains and losses on open futures and exchange-cleared swap contracts on the Statements of Financial Condition as the criteria under ASC 210-20, Balance Sheet, have been met.

All of the commodity interests owned by the Master are held for trading purposes. The monthly average number of futures and exchange-cleared swap contracts traded during the years ended December 31, 2011 and 2010 were 82,768 and 131,212, respectively. The monthly average number of options contracts traded during the years ended December 31, 2011 and 2010 were 108,906 and 183,892, respectively.


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

The following tables indicate the gross fair values of derivative instruments of futures and exchange-cleared swaps and options contracts as separate assets and liabilities as of December 31, 2011 and 2010.

 

     December 31, 2011  

Assets

  

Futures and Exchange-Cleared Swap Contracts

  

Energy

   $ 149,194,744   

Indices

     5,735   

Lumber

     21,365   

Softs

     583,472   
  

 

 

 

Total unrealized appreciation on open futures and exchange-cleared swap contracts

   $ 149,805,316   
  

 

 

 

Liabilities

  

Futures and Exchange-Cleared Swap Contracts

  

Energy

   $ (154,089,101

Grains

     (331,229

Indices

     (10,967

Lumber

     (37,567

Softs

     (1,399,047
  

 

 

 

Total unrealized depreciation on open futures and exchange-cleared swap contracts

   $ (155,867,911
  

 

 

 

Net unrealized depreciation on open futures and exchange-cleared swap contracts

   $ (6,062,595 )* 
  

 

 

 

Assets

  

Options Purchased

  

Energy

   $ 372,275,865   

Grains

     300,563   

Indices

     1,556,660   
  

 

 

 

Total options purchased

   $ 374,133,088 ** 
  

 

 

 

Liabilities

  

Options Premium Received

  

Energy

   $ (95,671,298

Grains

     (169,713

Indices

     (533,587
  

 

 

 

Total options premium received

   $ (96,374,598 )*** 
  

 

 

 

 

* This amount is in “Net unrealized depreciation on open futures and exchange-cleared swap contracts” on the Statements of Financial Condition.

 

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

 

*** This amount is in “Options premium received, at fair value” on the Statements of Financial Condition.


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

 

     December 31, 2010  

Assets

  

Futures and Exchange-Cleared Swap Contracts

  

Energy

   $ 253,480,029   

Lumber

     38,390   
  

 

 

 

Total unrealized appreciation on open futures and exchange-cleared swap contracts

   $ 253,518,419   
  

 

 

 

Liabilities

  

Futures and Exchange-Cleared Swap Contracts

  

Energy

   $ (260,083,699

Lumber

     (5,830
  

 

 

 

Total unrealized depreciation on open futures and exchange-cleared swap contracts

   $ (260,089,529
  

 

 

 

Net unrealized depreciation on open futures and exchange-cleared swap contracts

   $ (6,571,110 )* 
  

 

 

 

Assets

  

Options Purchased

  

Energy

   $ 363,802,239   
  

 

 

 

Total options purchased

   $ 363,802,239 ** 
  

 

 

 

Liabilities

  

Options Premium Received

  

Energy

   $ (239,504,355
  

 

 

 

Total options premium received

   $ (239,504,355 )*** 
  

 

 

 

 

* This amount is in “Net unrealized depreciation on open futures and exchange-cleared swap contracts” on the Statements of Financial Condition.

 

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

 

*** This amount is in “Options premium received, at fair value” on the Statements of Financial Condition.

The following tables indicate the trading gains and losses, by market sector, on derivative instruments for the years ended December 31, 2011, 2010 and 2009.

 

Sector

   December 31, 2011
Gain (loss) from trading
    December 31, 2010
Gain (loss) from trading
    December 31, 2009
Gain (loss) from trading
 

Currencies

   $      $ (1,876,020   $   

Energy

     66,029,795        (43,137,992     154,505,739   

Grains

     (37,175              

Indices

     (836,767              

Lumber

     490,074        96,367          

Softs

     (1,935,598              
  

 

 

   

 

 

   

 

 

 

Total

   $ 63,710,329 ****    $ (44,917,645 )****    $ 154,505,739 **** 
  

 

 

   

 

 

   

 

 

 

 

**** This amount is in “Total trading results” on the Statements of Income and Expenses.


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

 

5. Subscriptions, Distributions and Redemptions:

Subscriptions are accepted monthly from investors and they become non-managing members on the first day of the month after their subscription is processed. A non-managing member may withdraw all or part of their capital contribution and undistributed profits, if any, from the Master in multiples of the net asset value per Unit as of the end of any day (the “Redemption Date”) after a request for redemption has been made to the Managing Member at least 3 days in advance of the Redemption Date. The Units are classified as a liability when the non-managing member elects to redeem and informs the Master.

 

6. Financial Highlights:

Changes in the net asset value per unit for the years ended December 31, 2011, 2010 and 2009 were as follows:

 

     2011     2010     2009  

Net realized and unrealized gains (losses)*

   $ 637.48      $ (431.69   $ 1,064.16   

Interest income

     2.37        6.64        4.82   

Expenses**

     (5.44     (6.79     (4.62
  

 

 

   

 

 

   

 

 

 

Increase (decrease) for the year

     634.41        (431.84     1,064.36   

Distribution of interest income to feeder funds

     (2.37     (6.64     (4.83

Net asset value per unit, beginning of year

     9,497.57        9,936.05        8,876.52   
  

 

 

   

 

 

   

 

 

 

Net asset value per unit, end of year

   $ 10,129.61      $ 9,497.57      $ 9,936.05   
  

 

 

   

 

 

   

 

 

 
* Includes clearing fees.

 

** Excludes clearing fees.

 

Ratio to average net assets:

      

Net investment income (loss)***

     (0.3 )%      (0.3 )%      (0.3 )% 
  

 

 

   

 

 

   

 

 

 

Operating expenses

     0.3     0.4     0.3
  

 

 

   

 

 

   

 

 

 

Total return

     6.7     (4.4 )%      12.0
  

 

 

   

 

 

   

 

 

 
*** Interest income less total expenses.

The above ratios may vary for individual investors based on the timing of capital transactions during the year. Additionally, these ratios are calculated for the non-managing member class using the non-managing member’s share of income, expenses and average net assets.

 

7. Financial Instrument Risks:

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


AAA Master Fund LLC

Notes to Financial Statements

December 31, 2011

 

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

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

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Master’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the

contract or notional amounts of the instruments. The Master’s risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Master to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Master has credit risk and concentration risk, as CGM or a CGM affiliate is the sole counterparty or broker with respect to the Master’s assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Master’s counterparty is an exchange or clearing organization.

The Advisor will concentrate the Master’s trading in energy related markets. Concentration in a limited number of commodity interests may subject the Master’s account to greater volatility than if a more diversified portfolio of contracts were traded on behalf of the Master.

As both a buyer and seller of options, the Master pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Master to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Master does not consider these contracts to be guarantees.

The Managing Member monitors and attempts to control the Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Master may be subject. These monitoring systems generally allow the Managing Member to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures and exchange-cleared swaps, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of the inception date. However, due to the nature of the Master’s business, these instruments may not be held to maturity.