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EXCEL - IDEA: XBRL DOCUMENT - Highbridge Commodities FuturesAccess LLC | Financial_Report.xls |
EX-32.02 - EX-32.02 - Highbridge Commodities FuturesAccess LLC | a12-11165_1ex32d02.htm |
EX-32.01 - EX-32.01 - Highbridge Commodities FuturesAccess LLC | a12-11165_1ex32d01.htm |
EX-31.02 - EX-31.02 - Highbridge Commodities FuturesAccess LLC | a12-11165_1ex31d02.htm |
EX-13.02 - EX-13.02 - Highbridge Commodities FuturesAccess LLC | a12-11165_1ex13d02.htm |
EX-13.01 - EX-13.01 - Highbridge Commodities FuturesAccess LLC | a12-11165_1ex13d01.htm |
EX-31.01 - EX-31.01 - Highbridge Commodities FuturesAccess LLC | a12-11165_1ex31d01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended: December 31, 2011
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number: 0-54573
HIGHBRIDGE COMMODITIES FUTURESACCESS LLC
(Exact name of registrant as specified in its charter)
Delaware |
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45-2608276 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
c/o Merrill Lynch Alternative Investments LLC
Four World Financial Center, 10th Floor
250 Vesey Street
New York, New York 10080
(Address of principal executive offices)
(Zip Code)
212-449-3517
(Registrants telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited Liability Company Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o No x
The Units of limited liability company interest of the registrant are not publicly traded. Accordingly, there is no aggregate market value for the registrants outstanding equity that is readily determinable.
As of February 29, 2012, Units of limited liability company interest with a Net Asset Value of $13,830,755 were outstanding and held by non-affiliates.
Documents Incorporated by Reference
The registrants 2011 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the period ended December 31, 2011, 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 1-866-MER-ALTS.
EXPLANATORY NOTE REGARDING THIS FORM 10-K/A
Highbridge Commodities FuturesAccess LLC (the Registrant) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 with respect to Item 15 (Exhibits, Financial Statement Schedules), to file the financial statements of the Registrants significant subsidiary. The Report on Form 10-K was originally filed with the Securities and Exchange Commission on March 23, 2012 (the Original Form 10-K).
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Form 10-K, and the Registrant has not updated disclosures included therein to reflect any events that occurred subsequent to March 23, 2012.
PART IV
Item 15: |
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Exhibits, Financial Statement Schedules |
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1. Financial Statements (found in Exhibit 13.01): |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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FINANCIAL STATEMENTS: |
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Statement of Financial Condition as of December 31, 2011 |
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Statements of Operations for the period November 1, 2011 (commencement of operations) to December 31, 2011 |
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Statement of Changes in Members Capital for the period November 1, 2011 to (commencement of operations) to December 31, 2011 |
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Financial Data Highlights for the period November 1, 2011 (commencement of operations) to December 31, 2011 |
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Notes to Financial Statements |
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2. Financial Statement Schedules (found in Exhibit 13.02): |
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Financial Statements of Highbridge Commodities FuturesAccess Master Fund Ltd.: |
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Report of Independent Registered Public Accounting Firm |
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Statement of Financial Condition as of December 31, 2011 |
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Statement of Operations for the period November 1, 2011 (commencement of operations) to December 31, 2011 |
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Statement of Changes in Shareholders Equity for the period November 1, 2011 (commencement of operations) to December 31, 2011 |
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Financial Data Highlights for the period November 1, 2011 (commencement of operations) to December 31, 2011 |
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Notes to Financial Statements |
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Financial statement schedules not included in this Form 10-K/A 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. |
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3. Exhibits: |
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The following exhibits are incorporated by reference or are filed herewith to this Form 10-K/A: |
Designation |
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Description |
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3.01 |
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Certificate of Formation of Highbridge Commodities FuturesAccess LLC. |
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Exhibit 3.01: |
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Is incorporated by reference from Exhibit 3.01 contained in the Registrants Registration Statement on Form 10 filed on December 23, 2011 (Registration Statement). |
3.02 |
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Amended and Restated Limited Liability Company Operating Agreement of Highbridge Commodities FuturesAccess LLC. |
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Exhibit 3.02 |
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Is incorporated by reference from Exhibit 3.02 contained in the Registrants Report on Form 8-K filed on March 6, 2012. |
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10.01 |
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Customer Agreement between Highbridge Commodities FuturesAccess LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. |
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Exhibit 10.01: |
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Is incorporated by reference from Exhibit 10.1 contained in the Registration Statement. |
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10.02 |
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Amended and Restated Advisory Agreement among Highbridge Commodities Futures Access Master Fund Ltd., Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC. |
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Exhibit 10.02: |
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Is incorporated by reference from Exhibit 10.02 contained in the Registration Statement. |
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10.03 |
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Amendment to Amended and Restated Advisory Agreement among Highbridge Commodities FuturesAccess Master Fund Ltd., Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC. |
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Exhibit 10.03 |
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Is incorporated by reference from Exhibit 10.01 contained in the Registrants Report on Form 8-K filed on April 5, 2012. |
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13.01 |
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2011 Annual Report and Report of Independent Registered Public Accounting Firm. |
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Exhibit 13.01: |
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Is filed herewith. |
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Exhibit 13.02 |
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Financial Statements of Highbridge Commodities FuturesAccess Master Fund Ltd. and Report of Independent Registered Public Accounting Firm |
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Exhibit 13.02: |
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Is filed herewith. |
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31.01 and 31.02 |
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Rule 13a-14(a)/15d-14(a) Certifications. |
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Exhibit 31.01 |
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and 31.02: |
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Are filed herewith. |
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32.01 and 32.02 |
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Section 1350 Certifications. |
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Exhibit 32.01 |
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and 32.02: |
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Are filed herewith. |
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.
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HIGHBRIDGE COMMODITIES FUTURESACCESS LLC | |
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By: |
MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC, Manager |
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By |
/s/ Deann Morgan |
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Deann Morgan |
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Chief Executive Officer and President |
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(Principal Executive Officer) |
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Date: May 7, 2012 |
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HIGHBRIDGE COMMODITIES FUTURESACCESS LLC
2011 FORM 10-K/A
Amendment No. 1
INDEX TO EXHIBITS
Exhibit
Exhibit 13.01 |
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2011 Annual Report and Report of Independent Registered Public Accounting Firm |
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Exhibit 13.02 |
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Financial Statements of Highbridge Commodities FutureAccess Master Fund Ltd. and Report of Independent Registered Public Accounting Firm |
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Exhibit 31.01 and 31.02 |
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Rule 13a 14(a) / 15d 14(a) Certifications |
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Exhibit 32.01 and 32.02 |
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Sections 1350 Certifications |