ML Winton FuturesAccess LLC - FORM 10-Q - May 15, 2013

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EXCEL - IDEA: XBRL DOCUMENT - ML Winton FuturesAccess LLCFinancial_Report.xls
EX-31.02 - EX-31.02 - ML Winton FuturesAccess LLCa13-8678_1ex31d02.htm
EX-32.02 - EX-32.02 - ML Winton FuturesAccess LLCa13-8678_1ex32d02.htm
EX-32.01 - EX-32.01 - ML Winton FuturesAccess LLCa13-8678_1ex32d01.htm
EX-31.01 - EX-31.01 - ML Winton FuturesAccess LLCa13-8678_1ex31d01.htm

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended March 31, 2013

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission File Number 0-51084

 

ML WINTON FUTURESACCESS LLC

(Exact Name of Registrant as
specified in its charter)

 

Delaware

 

20-1227904

(State or other jurisdiction of

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

c/o Merrill Lynch Alternative Investments LLC

Four World Financial Center, 11th Floor

250 Vesey Street

New York, New York 10080

(Address of principal executive offices)

(Zip Code)

 

212-449-3517

(Registrant’s telephone number, including area code)

 

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 Web site, 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 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

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

Yes  o

No  x

 

As of March 31, 2013, 683,038,466 units of limited liability company interest were outstanding.

 

 

 


 

ML WINTON FUTURESACCESS LLC

 

QUARTERLY REPORT FOR MARCH 31, 2013 ON FORM 10-Q

 

Table of Contents

 

 

 

PAGE

 

 

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

1

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22

 

 

 

Item 4.

Controls and Procedures

26

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

26

 

 

 

Item 1A.

Risk Factors

26

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

 

 

 

Item 3.

Defaults Upon Senior Securities

28

 

 

 

Item 4.

Mine Safety Disclosures

28

 

 

 

Item 5.

Other Information

28

 

 

 

Item 6.

Exhibits

28

 


 

PART I - FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF FINANCIAL CONDITION

(unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2012

 

ASSETS:

 

 

 

 

 

Equity in commodity trading accounts:

 

 

 

 

 

Cash (including restricted cash of $84,683,032 for 2013 and $88,048,482 for 2012)

 

$

1,110,774,704

 

$

1,094,747,864

 

Net unrealized profit on open futures contracts

 

12,099,047

 

13,181,192

 

Net unrealized profit on open forwards contracts

 

1,514,353

 

2,787,207

 

Cash

 

747,289

 

872,010

 

Accrued interest receivable

 

2,831

 

646

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

1,125,138,224

 

$

1,111,588,919

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ CAPITAL:

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Brokerage commissions payable

 

$

7,449

 

$

5,975

 

Sponsor and Advisory fees payable

 

3,257,326

 

3,208,763

 

Redemptions payable

 

9,738,020

 

10,403,455

 

Net unrealized loss on open futures contracts

 

1,431,641

 

3,495,313

 

Net unrealized loss on open forwards contracts

 

2,482,417

 

1,636,300

 

Other liabilities

 

586,216

 

451,936

 

 

 

 

 

 

 

Total liabilities

 

17,503,069

 

19,201,742

 

 

 

 

 

 

 

MEMBERS’ CAPITAL:

 

 

 

 

 

Members’ Interest (683,038,466 Units and 695,939,035 Units)

 

1,107,635,155

 

1,092,387,177

 

Total members’ capital

 

1,107,635,155

 

1,092,387,177

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ CAPITAL

 

$

1,125,138,224

 

$

1,111,588,919

 

 

 

 

 

 

 

NET ASSET VALUE PER UNIT:

 

 

 

 

 

(Based on 683,038,466 and 695,939,035 Units outstanding; unlimited Units authorized)

 

 

 

 

 

 

 

 

 

 

 

Class A

 

$

1.7080

 

$

1.6478

 

Class C

 

$

1.5757

 

$

1.5240

 

Class D

 

$

1.7786

 

$

1.7095

 

Class I

 

$

1.7508

 

$

1.6874

 

Class DS

 

$

1.7764

 

$

1.7074

 

Class DT

 

$

1.8680

 

$

1.7935

 

Class M

 

$

0.9994

 

$

0.9606

 

 

See notes to financial statements.

 

1


 

WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

For the three

 

For the three

 

 

 

months ended

 

months ended

 

 

 

March 31,

 

March 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

TRADING PROFIT (LOSS):

 

 

 

 

 

Realized, net

 

$

51,743,142

 

$

17,519,578

 

Change in unrealized, net

 

(1,137,444

)

(25,207,659

)

Brokerage commissions

 

(392,989

)

(348,134

)

 

 

 

 

 

 

Total trading profit (loss), net

 

50,212,709

 

(8,036,215

)

 

 

 

 

 

 

INVESTMENT INCOME (EXPENSE):

 

 

 

 

 

Interest, net

 

(39,776

)

(40,629

)

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Management fee

 

5,552,817

 

5,720,621

 

Sponsor fee

 

4,150,121

 

4,199,522

 

Performance fee

 

4,173

 

519

 

Other

 

609,071

 

421,824

 

Total expenses

 

10,316,182

 

10,342,486

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(10,355,958

)

(10,383,115

)

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

39,856,751

 

$

(18,419,330

)

 

 

 

 

 

 

NET INCOME (LOSS) PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Units outstanding

 

 

 

 

 

Class A

 

103,580,923

 

109,256,252

 

Class C

 

333,035,619

 

318,971,567

 

Class D

 

102,003,876

 

94,197,388

 

Class I

 

51,480,242

 

50,882,109

 

Class DS

 

50,878,270

 

84,265,399

 

Class DT

 

12,837,261

 

18,095,345

 

Class M

 

40,250,823

 

825,000

 

 

 

 

 

 

 

Net income (loss) per weighted average Unit

 

 

 

 

 

Class A

 

$

0.0605

 

$

(0.0283

)

Class C

 

$

0.0519

 

$

(0.0305

)

Class D

 

$

0.0687

 

$

(0.0220

)

Class I

 

$

0.0633

 

$

(0.0268

)

Class DS

 

$

0.0695

 

$

(0.0213

)

Class DT

 

$

0.0741

 

$

(0.0203

)

Class M

 

$

0.0387

 

$

(0.0076

)

 

See notes to financial statements.

 

2


 

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited) (in Units)

 

 

 

Members’ Capital
December 31,2011

 

Subscriptions

 

Redemptions

 

Members’ Capital
March 31, 2012

 

Members’ Capital
December 31, 2012

 

Subscriptions

 

Redemptions

 

Members’ Capital
March 31, 2013

 

Class A

 

102,409,963

 

11,113,355

 

(3,258,796

)

110,264,522

 

105,821,750

 

1,965,546

 

(7,867,229

)

99,920,067

 

Class C

 

302,923,116

 

27,776,146

 

(8,300,320

)

322,398,942

 

334,741,567

 

9,790,858

 

(18,023,544

)

326,508,881

 

Class D

 

93,387,095

 

1,184,867

 

(33,351

)

94,538,611

 

99,225,678

 

4,348,685

 

(159,387

)

103,414,976

 

Class I

 

49,889,508

 

1,990,830

 

(1,781,009

)

50,099,329

 

50,667,859

 

2,168,375

 

(1,486,667

)

51,349,567

 

Class DS

 

86,602,313

 

—

 

(9,972,647

)

76,629,666

 

54,128,029

 

—

 

(7,107,298

)

47,020,731

 

Class DT

 

18,285,820

 

—

 

(1,074,000

)

17,211,820

 

13,202,221

 

—

 

(1,305,031

)

11,897,190

 

Class M*

 

—

 

825,000

 

—

 

825,000

 

38,151,931

 

5,369,586

 

(594,463

)

42,927,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Units

 

653,497,815

 

42,890,198

 

(24,420,123

)

671,967,890

 

695,939,035

 

23,643,050

 

(36,543,619

)

683,038,466

 

 

* Units issued on March 1, 2012

 

See notes to financial statements.

 

3

 


 

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012

(unaudited)

 

 

 

Members’ Capital
December 31, 2011

 

Subscriptions

 

Redemptions

 

Net Income
(Loss)

 

Members’ Capital
March 31, 2012

 

Members’ Capital
December 31, 2012

 

Subscriptions

 

Redemptions

 

Net Income
(Loss)

 

Members’ Capital
March 31, 2013

 

Class A

 

$

179,178,644

 

$

19,402,872

 

$

(5,641,582

)

$

(3,097,007

)

$

189,842,927

 

$

174,373,801

 

$

3,310,990

 

$

(13,285,414

)

$

6,263,051

 

$

170,662,428

 

Class C

 

495,110,458

 

45,265,689

 

(13,417,495

)

(9,721,279

)

517,237,373

 

510,141,341

 

15,169,807

 

(28,114,719

)

17,283,115

 

514,479,544

 

Class D

 

166,986,022

 

2,113,997

 

(58,905

)

(2,067,889

)

166,973,225

 

169,628,029

 

7,581,429

 

(278,640

)

7,004,412

 

183,935,230

 

Class I

 

89,030,337

 

3,542,576

 

(3,140,361

)

(1,366,046

)

88,066,506

 

85,499,452

 

3,718,799

 

(2,575,029

)

3,261,186

 

89,904,408

 

Class DS

 

154,664,303

 

—

 

(17,693,973

)

(1,793,690

)

135,176,640

 

92,418,972

 

—

 

(12,427,529

)

3,537,285

 

83,528,728

 

Class DT

 

34,131,627

 

—

 

(1,991,421

)

(367,133

)

31,773,073

 

23,677,969

 

—

 

(2,406,045

)

951,709

 

22,223,633

 

Class M

 

—

 

825,000

 

—

 

(6,286

)

818,714

 

36,647,613

 

5,290,734

 

(593,156

)

1,555,993

 

42,901,184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Interest

 

$

1,119,101,391

 

$

71,150,134

 

$

(41,943,737

)

$

(18,419,330

)

$

1,129,888,458

 

$

1,092,387,177

 

$

35,071,759

 

$

(59,680,532

)

$

39,856,751

 

$

1,107,635,155

 

 

* Units issued on March 1, 2012

 

See notes to financial statements.

 

4


 

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2013 (unaudited)

 

The following per Unit data and ratios have been derived from information provided in the financial statements.

 

 

 

Class A

 

Class C

 

Class D

 

Class I

 

Class DS

 

Class DT

 

Class M

 

Per Unit Operating Performance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

1.6478

 

$

1.5240

 

$

1.7095

 

$

1.6874

 

$

1.7074

 

$

1.7935

 

$

0.9606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and net change in unrealized trading profit (loss)

 

0.0766

 

0.0707

 

0.0795

 

0.0784

 

0.0794

 

0.0835

 

0.0447

 

Brokerage commissions

 

(0.0006

)

(0.0006

)

(0.0006

)

(0.0006

)

(0.0006

)

(0.0007

)

(0.0003

)

Interest income, net (c)

 

(0.0001

)

(0.0001

)

(0.0001

)

(0.0001

)

(0.0001

)

(0.0001

)

(0.0000

)

Expenses

 

(0.0157

)

(0.0183

)

(0.0097

)

(0.0143

)

(0.0097

)

(0.0082

)

(0.0056

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

1.7080

 

$

1.5757

 

$

1.7786

 

$

1.7508

 

$

1.7764

 

$

1.8680

 

$

0.9994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return: (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return before Performance fees

 

3.65

%

3.39

%

4.04

%

3.76

%

4.04

%

4.17

%

4.04

%

Performance fees

 

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

-0.02

%

0.00

%

Total return after Performance fees

 

3.65

%

3.39

%

4.04

%

3.76

%

4.04

%

4.15

%

4.04

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Member’s Capital: (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding Performance fees)

 

0.94

%

1.19

%

0.57

%

0.84

%

0.57

%

0.44

%

0.57

%

Performance fees

 

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

0.02

%

0.00

%

Expenses (including Performance fees)

 

0.94

%

1.19

%

0.57

%

0.84

%

0.57

%

0.46

%

0.57

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

 

-0.94

%

-1.19

%

-0.56

%

-0.84

%

-0.56

%

-0.45

%

-0.56

%

 

(a) The total return calculations are based on compounded monthly returns and are calculated for each class taken as a whole. An individual members’ return may vary from these returns based on timing of capital transactions.

(b) The ratios to average members’ capital have been annualized. The total return ratios are not annualized.

(c) Interest income, net is less than $0.0001 per Unit

 

See notes to financial statements.

 

5


 

ML WINTON FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 (unaudited)

 

The following per Unit data and ratios have been derived from information provided in the financial statements.

 

 

 

Class A

 

Class C

 

Class D

 

Class I

 

Class DS

 

Class DT

 

Class M*

 

Per Unit Operating Performance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

1.7496

 

$

1.6344

 

$

1.7881

 

$

1.7846

 

$

1.7859

 

$

1.8666

 

$

1.0000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and net change in unrealized trading profit(loss)

 

(0.0114

)

(0.0107

)

(0.0117

)

(0.0117

)

(0.0117

)

(0.0123

)

(0.0057

)

Brokerage commissions

 

(0.0005

)

(0.0005

)

(0.0005

)

(0.0005

)

(0.0005

)

(0.0006

)

(0.0001

)

Interest income, net

 

(0.0001

)

(0.0001

)

(0.0001

)

(0.0001

)

(0.0001

)

(0.0001

)

(0.0000

)

Expenses

 

(0.0159

)

(0.0188

)

(0.0096

)

(0.0145

)

(0.0096

)

(0.0076

)

(0.0018

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

1.7217

 

$

1.6043

 

$

1.7662

 

$

1.7578

 

$

1.7640

 

$

1.8460

 

$

0.9924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return: (a) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return before Performance fees

 

-1.60

%

-1.84

%

-1.23

%

-1.50

%

-1.23

%

-1.10

%

-0.76

%

Performance fees

 

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

Total return after Performance fees

 

-1.60

%

-1.84

%

-1.23

%

-1.50

%

-1.23

%

-1.10

%

-0.76

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Member’s Capital: (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding Performance fees)

 

0.91

%

1.16

%

0.54

%

0.81

%

0.54

%

0.41

%

0.18

%

Performance fees

 

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

Expenses (including Performance fees)

 

0.91

%

1.16

%

0.54

%

0.81

%

0.54

%

0.41

%

0.18

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

 

-0.92

%

-1.17

%

-0.54

%

-0.82

%

-0.54

%

-0.41

%

-0.18

%

 

(a) The total return calculations are based on compounded monthly returns and are calculated for each class taken as a whole. An individual members’ return may vary from these returns based on timing of capital transactions.

(b) The ratios to average members’ capital have been annualized. The total return ratios are not annualized.

* Units issued on March 1, 2012

 

See notes to financial statements.

 

6


 

ML WINTON FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS

(unaudited)

 

1.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

ML Winton FuturesAccess LLC (the “Fund”), a Merrill Lynch FuturesAccessSM Program (the “FuturesAccess”) fund, was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on February 1, 2005. The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Winton Capital Management (“Winton” or Trading Advisor) is the trading advisor of the Fund.  The Trading Advisor trades the Winton Diversified Program (the “Trading Program”) for the Fund.

 

Merrill Lynch Alternative Investments LLC (“MLAI” or “Sponsor”) is the sponsor and manager of the Fund. MLAI is an indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America Corporation and its affiliates are referred to herein as “BAC”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is currently the exclusive clearing broker for the Fund. The Sponsor may select other parties as clearing broker(s). Merrill Lynch International Bank, Ltd. (“MLIB”) is the primary foreign exchange (“F/X”) forward prime broker for the Fund. The Sponsor may select other parties as F/X or other over-the-counter (“OTC”) prime brokers, including Bank of America N.A. (“BANA”). MLPF&S, MLIB and BANA are BAC affiliates.

 

FuturesAccess is a group of managed futures funds sponsored by MLAI (“FuturesAccess Funds”).  FuturesAccess is exclusively available to investors that have investment accounts with Merrill Lynch Wealth Management, U.S. Trust and other divisions or affiliates of BAC.  FuturesAccess Funds currently are composed of direct-trading funds advised by a single trading advisor or funds of funds for which MLAI acts as the advisor and allocates capital among multiple trading advisors.  Each FuturesAccess Fund is generally similar in terms of fees, although redemption terms vary among FuturesAccess Funds.  Each trading advisor participating in FuturesAccess employs different technical, fundamental, systematic and/or discretionary strategies.

 

Interests in the Fund are not insured or otherwise protected by the Federal Deposit Insurance Corporation or any other government authority.  Interests are not deposits or other obligations of, and are not guaranteed by, BAC or by any bank.  Interests are subject to investment risks, including the possible loss of the full amount invested.

 

In the opinion of management, these interim financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of the Fund as of  March 31, 2013 and December 31, 2012 and the results of its operations for the three months ended March 31, 2013 and 2012.  However, the operating results for the interim periods may not be indicative of the results for the full year.

 

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted.  These financial statements should be read in conjunction with the financial

 

7


 

statements and notes thereto included in the Fund’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2012.

 

Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and such differences could be material.

 

8


 

2.              CONDENSED SCHEDULES OF INVESTMENTS

 

The Fund’s investments, defined as net unrealized profit (loss) on open contracts on the Statements of Financial Condition, as of March 31, 2013 and December 31, 2012 are as follows:

 

March 31, 2013

 

 

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

 

Sector

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

on Open Positions

 

Members’ Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

584

 

$

258,147

 

0.02

%

(3,181

)

$

4,318,621

 

0.39

%

$

4,576,768

 

0.41

%

April 2013 - September 2013

 

Currencies*

 

121,038,379,048

 

(644,063

)

-0.06

%

(5,046,119,153

)

(6,283,336

)

-0.57

%

(6,927,399

)

-0.63

%

April 2013 - June 2013

 

Energy

 

875

 

2,486,039

 

0.22

%

(263

)

(576,040

)

-0.05

%

1,909,999

 

0.17

%

April 2013 - June 2013

 

Interest rates

 

25,916

 

8,590,575

 

0.78

%

(1,453

)

(310,095

)

-0.03

%

8,280,480

 

0.75

%

May 2013 - March 2016

 

Metals

 

455

 

(2,135,543

)

-0.19

%

(1,085

)

2,372,122

 

0.21

%

236,579

 

0.02

%

May 2013 - July 2013

 

Stock indices

 

10,330

 

1,628,794

 

0.15

%

(132

)

(5,879

)

0.00

%

1,622,915

 

0.15

%

April 2013 - June 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total, net

 

 

 

$

10,183,949

 

0.92

%

 

 

$

(484,607

)

-0.05

%

$

9,699,342

 

0.87

%

 

 

 

December 31, 2012

 

 

 

Long Positions

 

Short Positions

 

 

 

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

 

Sector

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

on Open Positions

 

Members’ Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

699

 

$

(1,095,039

)

-0.10

%

(1,992

)

$

159,061

 

0.01

%

$

(935,978

)

-0.09

%

January 2013 - May 2013

 

Currencies*

 

175,546,648,534

 

2,112,802

 

0.19

%

(103,642,974,614

)

11,244,362

 

1.03

%

13,357,164

 

1.22

%

January 2013 - May 2013

 

Energy

 

191

 

455,395

 

0.04

%

(760

)

(1,295,491

)

-0.12

%

(840,096

)

-0.08

%

January 2013 - March 2013

 

Interest rates

 

23,739

 

3,139,701

 

0.29

%

(491

)

(93,348

)

-0.01

%

3,046,353

 

0.28

%

January 2013 - December 2015

 

Metals

 

1,133

 

(4,627,214

)

-0.42

%

(581

)

(2,550,129

)

-0.23

%

(7,177,343

)

-0.65

%

January 2013 - May 2013

 

Stock indices

 

9,645

 

3,400,966

 

0.31

%

(42

)

(14,280

)

0.00

%

3,386,686

 

0.31

%

January 2013 - March 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total, net

 

 

 

$

3,386,611

 

0.31

%

 

 

$

7,450,175

 

0.68

%

$

10,836,786

 

0.99

%

 

 

 

*Currencies are stated in notional amounts.

 

No individual contract’s unrealized profit or loss comprised greater than 5% of Members’ Capital as of March 31, 2013 and December 31, 2012.

 

With respect to each commodity industry sector listed in the above chart, the net unrealized profit (loss) on open positions is the sum of the unrealized profits (loss) of long positions and short positions of the open contracts, netting unrealized losses against unrealized profits as applicable.  Net unrealized profit and loss provides a rough measure of the exposure of the Fund to the various sectors as of the date listed, although such exposure can change at any time.

 

9

 


 

3.              FAIR VALUE OF INVESTMENTS

 

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price). All investments (including derivative financial instruments and derivative commodity instruments) are held for trading purposes.  The investments are recorded on trade date and open contracts are recorded at fair value (described below) at the measurement date. Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Profits or losses are realized when contracts are liquidated.  Unrealized profits or losses on open contracts are included in Equity in commodity trading account on the Statements of Financial Condition.  Any change in net unrealized profit or loss from the preceding period/year is reported in the respective Statements of Operations.

 

The fair value measurement guidance established by U.S. GAAP is a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 

Level I — Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by the fair market value measurement guidance in U.S. GAAP, the Fund does not adjust the quoted price for these investments even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

 

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of generally accepted and understood models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.

 

Level III — Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. MLAI’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

 

10


 

Following is a description of the valuation methodologies used for investments, as well as the general classification of such investments pursuant to the valuation hierarchy.

 

Exchange traded investments are fair valued by the Fund by using the reported closing price on the primary exchange where such investments are traded.  These closing prices are observed through the clearing broker and third party pricing services. For non-exchange traded investments, quoted values and other data provided by nationally recognized independent pricing sources are used as inputs into its process for determining fair values.

 

The independent pricing sources obtain market quotations and actual transaction prices for investments that have quoted prices in active markets. Each source has its own proprietary method for determining the fair value of investments that are not actively traded. In general, these methods involve the use of “matrix pricing” in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like investments, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair market value.

 

The Fund has determined that Level I investments would include its futures and options contracts where it believes that quoted prices are available in an active market.

 

Where the Fund believes that quoted market prices are not available or that the market is not active, fair values are estimated by using quoted prices of investments with similar characteristics, pricing models or matrix pricing and these are generally classified as Level II investments. The Fund determined that Level II securities would include its forward and certain futures contracts.

 

The Fund’s net unrealized profit (loss) on open forward and futures contracts, by the above fair value hierarchy levels, as of March 31, 2013 and December 31, 2012 are as follows:

 

Net unrealized profit (loss) on open contracts

 

 

 

Total

 

Level I

 

Level II

 

Level III

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

Long

 

$

12,666,366

 

$

14,822,994

 

$

(2,156,628

)

$

—

 

Short

 

(1,998,960

)

(3,454,189

)

1,455,229

 

—

 

 

 

$

10,667,406

 

$

11,368,805

 

$

(701,399

)

$

—

 

 

 

 

 

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

Long

 

$

(2,482,417

)

$

—

 

$

(2,482,417

)

$

—

 

Short

 

1,514,353

 

—

 

1,514,353

 

—

 

 

 

$

(968,064

)

$

—

 

$

(968,064

)

$

—

 

 

 

 

 

 

 

 

 

 

 

March 31, 2013

 

$

9,699,342

 

$

11,368,805

 

$

(1,669,463

)

$

—

 

 

11


 

Net unrealized profit (loss) on open contracts

 

 

 

Total

 

Level I

 

Level II

 

Level III

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

Long

 

$

599,404

 

$

1,681,353

 

$

(1,081,949

)

$

—

 

Short

 

9,086,475

 

11,474,717

 

(2,388,242

)

—

 

 

 

$

9,685,879

 

$

13,156,070

 

$

(3,470,191

)

$

—

 

 

 

 

 

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

Long

 

$

2,787,207

 

$

—

 

$

2,787,207

 

$

—

 

Short

 

(1,636,300

)

—

 

(1,636,300

)

—

 

 

 

$

1,150,907

 

$

—

 

$

1,150,907

 

$

—

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

$

10,836,786

 

$

13,156,070

 

$

(2,319,284

)

$

—

 

 

The Fund’s volume of trading forwards and futures as of the three month period and year ended March 31, 2013 and December 31, 2012, respectively, are representative of the activity throughout these periods. There were no transfers to or from any level during the three month periods ended March 31, 2013 or the year ended December 31, 2012.

 

The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Such contracts meet the definition of a derivative as noted in the ASC guidance for accounting for derivatives and hedging activities. The fair value amounts of, and the net profits and losses on, derivative instruments is disclosed in the Statements of Financial Condition and Statements of Operations, respectively. There are no credit related contingent features embedded in these derivative contracts. The total notional, contract amount or number of contracts and fair values of derivative instruments by contract type/commodity sector are disclosed in Note 2, above.

 

The Fund presents their futures and forward contract amounts gross on the Statement of Financial Condition.  The Fund maintains initial and variation margin deposits and cash collateral with its futures and forward brokers, respectively, in amounts such broker determine, for open futures in the case of forwards, currency contracts.  At March 31, 2013, the initial and variation margin deposits and cash collateral are used to satisfy the margin requirements on open contracts and are presented on the Statement of Financial Condition as unrealized gain or loss on futures or forward contracts, respectively.

 

12


 

The following table indicates the trading profits and losses, before brokerage commissions, by type/commodity industry sector, on derivative instruments for the each three month periods ended March 31, 2013 and 2012.

 

 

 

For the three months ended

 

For the three months ended

 

 

 

March 31, 2013

 

March 31, 2012

 

Commodity Industry Sector

 

Profit (loss) from trading, net

 

Profit (loss) from trading, net

 

 

 

 

 

 

 

Agriculture

 

$

4,720,422

 

$

(4,190,707

)

Currencies

 

11,267,194

 

(27,034,843

)

Energy

 

(124,861

)

12,478,657

 

Interest rates

 

(5,358,930

)

(7,090,944

)

Metals

 

(2,694,086

)

(5,784,147

)

Stock indices

 

42,795,959

 

23,933,903

 

 

 

 

 

 

 

Total, net

 

$

50,605,698

 

$

(7,688,081

)

 

The Fund is subject to the risk of insolvency of a counterparty, an exchange, a clearinghouse, MLPF&S or other BAC entities.  Fund assets could be lost or impounded during lengthy bankruptcy proceedings.  Were a substantial portion of the Fund’s capital tied up in a bankruptcy or other similar types of proceedings, MLAI might suspend or limit trading, perhaps causing the Fund to miss significant profit opportunities.  There are increased risks in dealing with unregulated trading counterparties including the risk that assets may not benefit from the protection afforded to “customer funds” deposited with regulated dealers and brokers.

 

4                 MARKET AND CREDIT RISKS

 

The nature of this Fund has certain risks, which cannot all be presented on the financial statements.  The following summarizes some of those risks.

 

Market Risk

 

Derivative instruments involve varying degrees of market risk.  Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Fund’s net unrealized profit (loss) on open contracts on such derivative instruments as reflected in the Statements of Financial Condition.  The Fund’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Fund as well as the volatility and liquidity of the markets in which the derivative instruments are traded.  Investments in foreign markets may also entail legal and political risks.

 

MLAI 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 Winton, calculating the Net Asset Value of the Fund as of the close of business on each day and reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the

 

13


 

markets to hedge or diversify the Fund’s market exposure, MLAI may urge Winton to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk control procedures will consist of the ongoing process of Trading Advisor monitoring, with the market risk controls being applied by Winton.

 

Credit Risk

 

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange/clearinghouse is pledged to support the financial integrity of the exchange/clearinghouse.  In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties.  Margins, which may be subject to loss in the event of a default, are generally required in exchange traded contracts, and in the over-the-counter markets counterparties may also require margin.

 

The credit risk associated with these instruments from counterparty nonperformance is the net unrealized profit (loss) on open contracts, if any, included in the Statements of Financial Condition.

 

MLAI, as sponsor of the Fund, has a general policy of maintaining clearing and prime brokerage arrangements with BAC affiliates, such as MLPF&S and MLIB, although MLAI may engage non-BAC affiliated service providers as clearing brokers or prime brokers for the Fund.

 

The Fund, in its normal course of business, enters into various contracts, with MLPF&S acting as its clearing broker.  Pursuant to the brokerage arrangement with MLPF&S (which includes a netting arrangement), MLPF&S has the right to net receivables and payables.

 

Indemnifications

 

In the normal course of business, the Fund has entered, or may in the future enter into agreements that obligate the Fund to indemnify third parties, including affiliates of the Fund, for breach of certain representations and warranties made by the Fund. No claims have actually been made with respect to such indemnities and any quantification would involve hypothetical claims that have not been made. Based on the Fund’s experience, MLAI expects the risk of loss to be remote and, therefore, no provision has been recorded.

 

5.              RELATED PARTY TRANSACTIONS

 

The Fund has a transfer agency and investor services agreement with Financial Data Services, Inc. (the “Registrar and Transfer Agent”), a wholly-owned subsidiary of BAC and affiliate of MLAI. The agreement calls for a fee to be paid based on the collective net assets of funds managed or sponsored by MLAI. The fee rate ranges from 0.016% to 0.02% based on aggregate net assets. During the quarter ended March 31, 2013, the rate was 0.02%. The fee is payable monthly in arrears.  MLAI allocates the Registrar and Transfer Agent fees to each of the managed/sponsored funds on a monthly basis based on the Fund’s net assets.  The Registrar and Transfer Agent fee allocated to the Fund for the periods ended March 31, 2013 and 2012 amounted to $55,421 and $57,746, respectively, of which $39,603 and $38,237 was payable to the Registrar and Transfer Agent as of March 31, 2013 and December 31, 2012, respectively.

 

14


 

Brokerage Commissions, Interest and Sponsor fees as presented on the Statements of Operations are all received from or paid to related parties. Equity in commodity trading accounts, including cash and net unrealized profit/loss, as seen on the Statement of Financial Condition are held with a related party.

 

6.              SUBSEQUENT EVENTS

 

Management has evaluated the impact of subsequent events on the Fund through the date the financials were able to be issued and has determined that there were no subsequent events that require adjustments to, or disclosure in, the financial statements.

 

15

 

 


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

MONTH-END NET ASSET VALUE PER UNIT

 

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and to    report performance to investors throughout the period is a useful performance measure for the investors of the Fund.   Therefore, the charts below referencing Net Asset Value and performance measurements are based on the Net Asset Value for financial reporting purposes.

 

The Fund calculates the Net Asset Value per Unit of each Class of Units as of as of  (i) the 15th calendar day of each month and/or (ii) the last calendar day of each month and as of any other dates MLAI may determine in its discretion (each, a “Calculation Date”). The Fund’s “Net Asset Value” as of any Calculation Date generally equals the value of the Fund’s account under the management of the Trading Advisor as of that date, plus any other assets held by the Fund, minus accrued Sponsor’s, management and performance fees, trading liabilities, including brokerage commissions, any offering or operating costs, amortized organizational and initial offering costs and all other liabilities of the Fund.  MLAI or its delegates are authorized to make all Net Asset Value determinations.

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS A

 

 

 

Jan. 15th

 

Jan.

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

2012

 

n/a

 

$

1.7560

 

n/a

 

$

1.7371

 

n/a

 

$

1.7217

 

2013

 

$

1.6695

 

$

1.6830

 

$

1.6825

 

$

1.6722

 

$

1.7156

 

$

1.7080

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS C

 

 

 

Jan. 15th

 

Jan.

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

2012

 

n/a

 

$

1.6390

 

n/a

 

$

1.6200

 

n/a

 

$

1.6043

 

2013

 

$

1.5434

 

$

1.5552

 

$

1.5542

 

$

1.5440

 

$

1.5834

 

$

1.5757

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS D

 

 

 

Jan. 15th

 

Jan.

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

2012

 

n/a

 

$

1.7969

 

n/a

 

$

1.7798

 

n/a

 

$

1.7662

 

2013

 

$

1.7331

 

$

1.7482

 

$

1.7488

 

$

1.7392

 

$

1.7854

 

$

1.7786

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS I

 

 

 

Jan. 15th

 

Jan.

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

2012

 

n/a

 

$

1.7916

 

n/a

 

$

1.7730

 

n/a

 

$

1.7578

 

2013

 

$

1.7100

 

$

1.7240

 

$

1.7239

 

$

1.7136

 

$

1.7583

 

$

1.7508

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DS

 

 

 

Jan. 15th

 

Jan.

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

2012

 

n/a

 

$

1.7947

 

n/a

 

$

1.7776

 

n/a

 

$

1.7640

 

2013

 

$

1.7310

 

$

1.7460

 

$

1.7467

 

$

1.7371

 

$

1.7832

 

$

1.7764

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS DT

 

 

 

Jan. 15th

 

Jan.

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

2012

 

n/a

 

$

1.8769

 

n/a

 

$

1.8594

 

n/a

 

$

1.8460

 

2013

 

$

1.8186

 

$

1.8348

 

$

1.8359

 

$

1.8262

 

$

1.8737

 

$

1.8680

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT CLASS M

 

 

 

Jan. 15th

 

Jan.

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

2012

 

n/a

 

n/a

 

n/a

 

n/a

 

0.9924

 

0.9924

 

2013

 

$

0.9738

 

$

0.9823

 

$

0.9827

 

$

0.9773

 

$

1.0032

 

$

0.9994

 

 

16


 

Liquidity and Capital Resources

 

The Fund borrows only to a limited extent and only on a strictly short-term basis in order to finance losses on non-U.S. dollar denominated trading positions pending the conversion of the Fund’s U.S. dollar deposits.  These borrowings are at a prevailing short-term rate in the relevant currency.

 

Substantially all of the Fund’s assets are held in cash.  The Net Asset Value of the Fund’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 Fund’s profit potential generally increases.  Inflation in commodity prices could also generate price movements, which the strategies might successfully follow.  The Fund should be able to close out its open trading positions and liquidate its holdings relatively quickly and at market prices, except in unusual circumstances.  This typically permits the Fund to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so.

 

Investors in the Fund generally may redeem any or all of their Unties at Net Asset Value, effective as of (i) the 15th calendar day of each month and/or (ii) the last calendar day of each month (each a “Redemption Date”), upon providing eight business days notice.  MLAI, at any time in its discretion, may discontinue allowing redemptions as of the 15th calendar day of each month on a going forward basis.  Investors will remain exposed to fluctuations in Net Asset Value during the period between submission of their redemption requests and the applicable Redemption Date.

 

As a commodity pool, the Fund maintains an extremely large percentage of its assets in cash, which it must have available to post initial and variation margin on futures contracts.  This cash is also used to fund redemptions.  While the Fund has the ability to fund redemption proceeds from liquidating positions, as a practical matter positions are not liquidated to fund redemptions.  In the event that positions were liquidated to fund redemptions, MLAI, as the Manager of the Fund, has the ability to override decisions of the Trading Advisor to fund redemptions if necessary, but in practice the Trading Advisor would determine in its discretion which investments should be liquidated.

 

For the three months ended March 31, 2013, Fund capital increased 1.40% from $1,092,387,177 to $1,107,635,155.  This increase was attributable to the net income from operations of $39,856,751 coupled with the redemption of 36,543,619 Redeemable Units resulting in an outflow of $59,680,532.  The cash outflow was offset with cash inflow of $35,071,759 due to subscriptions of 23,643,050 Units.  Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent months.

 

Critical Accounting Policies

 

Statement of Cash Flows

 

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

 

17


 

Investments

 

All investments (including derivatives) are held for trading purposes.  Investments are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date.  Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date.  Profits or losses are realized when contracts are liquidated.  Unrealized profits or losses on open contracts are included as a component of equity in commodity trading accounts on the Statements of Financial Condition.  Realized profits or losses and any change in net unrealized profits or losses from the preceding period are reported in the Statements of Operations.

 

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.  For more information on the Fund’s treatment of fair value, see Note 3, Fair Value of Investments.

 

Futures Contracts

 

The Fund trades exchange listed futures contracts.  A listed futures contract is a firm commitment to buy or sell a standardized quantity of an underlying asset over a specified duration.  The Fund buys and sells contracts based on indices of financial assets such as stocks, domestic and global stock indices, as well as contracts on various physical commodities. Prices paid or received on these contracts are determined by the ask or bid provided by the exchanges on which they are traded.   Contracts may be settled in physical form or cash settled depending upon the contract.  Upon the execution of a trade, margin requirements determine the amount of cash that must be on deposit to secure the transaction.  These amounts are considered restricted cash on the Fund’s Statements of Financial Condition.  Contracts are priced daily by the Fund and the profit or loss based on the daily mark to market are recorded as unrealized profits.  When the contract is closed, the Fund records a realized profit 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.  Because 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, credit exposure is limited.  Realized profits (losses), net and changes in unrealized profits (losses), net on futures contracts are included in the Statements of Operations.  The Fund also trades futures contracts on the London Metals Exchange (LME). The valuation pricing for LME contracts is based on action of a committee that incorporates prices from the most liquid trading sessions of the day and can also rely on other inputs such as supply and demand factors and bid and asks from open outcry sessions.

 

Forward Foreign Currency Contracts

 

Foreign currency contracts are those contracts where the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date.  Foreign currency contracts are valued daily, and the Fund’s net equity therein, representing unrealized profit or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition.  Realized profits (losses) and changes in unrealized profits (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively and are included in the Statements of Operations.

 

18


 

Interest Rates and Income

 

The Fund currently earns interest based on the prevailing Fed Funds rate plus a spread for short cash positions and minus a spread for long cash positions. The current short term interest rates have remained extremely low when compared with historical rates and thus has contributed negligible amounts to overall Fund performance.

 

Income Taxes

 

No provision for income taxes has been made in the accompanying financial statements as each Member is individually responsible for reporting income or loss based on such Member’s share of the Fund’s income and expenses as reported for income tax purposes.

 

The Fund follows the Accounting Standards Codification guidance on accounting for uncertainty in income taxes.  This guidance provides how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  This guidance also requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’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 Fund level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year.  MLAI has analyzed the Fund’s tax positions and has concluded that no provision for income tax is required in the Fund’s financial statements. The following is the major tax jurisdiction for the Fund and the earliest tax year subject to examination: United States — 2009.

 

Reform Act

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Reform Act”) was signed into law on July 21, 2010. The Reform Act enacts financial regulatory reform, and may alter the way in which the Fund conducts certain trading activities.   The Reform Act includes measures to broaden the scope of derivative instruments subject to regulation, including requiring clearing and exchange trading of certain derivatives, imposing new capital and margin reporting, registration and business conduct requirements for certain market participants and imposing position limits on certain over-the-counter derivatives. The Reform Act grants the U.S. Commodity Futures Trading Commission and the Securities and Exchange Commission substantial new authority and requires numerous rulemakings by these agencies. The ultimate impact of these derivatives regulations, and the time it will take to comply, remains uncertain. The final regulations may impose additional operational and compliance costs on the Fund.

 

Results of Operations

 

January 1, 2013 to March 31, 2013

 

January 1, 2013 to March 31, 2013

 

The Fund experienced a net trading profit of $50,605,698 before brokerage commissions and related fees in the first quarter of 2013. The Fund’s profits were primarily attributable to the stock indices, currency and the agriculture sectors posting profits. The energy, metals and interest rate sectors posted losses.

 

19


 

The stock indices posted profits to the Fund. Profits were posted to the Fund at the beginning of the quarter due to the markets in Europe and Japan rising along with the U.S. markets. Losses were posted to the Fund in the middle of the quarter. February was a turbulent month for asset prices with plenty of impacting events. These included a UK downgrade, the Bank of Japan searching for a new governor and the U.S.  Federal Open Market Committee (FOMC) discussing how they will unwind their quantitative easing. These events interrupted the January stock market rally which left the value of the Fund’s equity positions down in February. Profits were posed to the Fund at the end of the quarter. Despite the “sequestration” U.S. budget cuts coming into effect at the beginning of March, U.S. equity markets resumed their rally.  Promising employment data complemented the sanguine market mood, pushing the Dow Jones higher and producing strong returns for the Fund’s equity index.

 

The currency sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the quarter. In Asia, the new Japanese government initiating a yen stimulus package helped the Trading Program’s short position in the Japanese yen. Long euro positions produced profits for the Fund. Losses were posted to the Fund in the middle of the quarter. The strong upward moves in the U.S. dollar left the value of the Trading Program’s currency positions down in February. Profits were posted to the Fund at the end of the quarter. Governor Kuroda used his first press conference as leader of the Bank of Japan to reiterate his strong desire to end deflation and set a target of achieving 2% inflation within two years.  This contributed to the Trading Program’s profits in the Japanese yen.

 

The agriculture sector posted profits to the Fund. Losses were posted to the Fund at the beginning of the quarter which was reversed in the middle of the quarter. Profits were posted to the Fund in the middle of the quarter. More rain in the U.S., most notably over the plains, reduced concerns of drought conditions worsening. This weather contributed to crop prices falling, benefitting the Trading Program’s short wheat and corn positions. Profits were posted to the Fund at the end of the quarter.

 

The energy sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the quarter. Energy prices increased during January with a negative impact on the Trading Program’s short oil and natural gas positions. Losses were posted to the Fund in the middle of the quarter. Profits were posted to the Fund at the end of the quarter. Extended cold weather eroded natural gas storage levels, pushing prices significantly higher resulting in the energy sector posting profits.

 

The metals sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the quarter only to be reversed in the middle of the quarter. Position liquidation and interrupted demand contributed to market falls with the result that the Trading Program’s silver holding positions incurred losses. Profits were posted to the Fund at the end of the quarter.

 

The interest rate sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the quarter. There were indications of early repayments of European Central Bank loans. A consequence of positive sentiment was increased focus on if, and when, monetary policy will slow and liquidity removal will start. This attention pushed interest rates higher and reduced the value of Trading Program’s fixed income positions, particularly in Europe. Profits were posted to the Fund in the middle of the quarter with higher moves in bond and fixed income prices. Profits were posted to the Fund at the end of the quarter.

 

20


 

January 1, 2012 to March 31, 2012

 

January 1, 2012 to March 31, 2012

 

The Fund experienced a net trading loss of $7,688,081 before brokerage commissions and related fees in the first quarter of 2012. The Fund’s profits were primarily attributable to the stock indices and energy sectors posting profits. The agriculture, metals, interest rates and currency sectors posted losses.

 

The stock indices sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the quarter as global stock markets began the year with a rally, suggesting a general sense of optimism over the concerns in Europe. Profits were posted to the Fund in the middle of the quarter due to the Trading program’s long positions in the stock indices. The rally in equity markets that started in the middle of December continued in February, with the S&P 500 Index climbing back to the highs that it made last year. Profits were posted to the Fund at the end of the quarter wherein the S&P 500 continued its ascent.

 

The energy sector posted profits to the Fund. Profits were posted to the Fund at the beginning through the middle of the quarter. The price of crude oil increased in February which was likely related to speculation over the impact of the EU extending its embargo on Iranian Oil imports, to ban ship insurance on certain Middle Eastern routes. The Fund’s profits were the result of the Trading program having long positions in energies. Profits were posted to the Fund at the end of the quarter. The price of Brent Crude oil did not increase substantially in March, but as a result of gains earlier in the year, it is at levels not seen since 2008.

 

The agriculture sector posted losses to the Fund. Losses were posted to the Fund at the beginning through the middle of the quarter due to global volatility in the markets which were offset by profits posted to the Fund at the end of the quarter.

 

The metals sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the quarter due to losses in base metals which continued throughout the quarter.

 

The interest rate sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the quarter. Government bonds rallied in the second half of January, with U.S. 5 year yields reaching record lows in response to the U.S. Federal Reserve indicating that interest rates would remain low. Losses were posted to the Fund in the middle through the end of the quarter. March saw some significant falls in Government Bonds, with U.S. 10 year notes reaching levels not seen since October last year.

 

The currency sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the quarter. Losses were posted to the Fund in the middle of the quarter due to the Trading program’s short positions in the Euro and long positions in the Japanese yen. Losses were posted to the Fund at the end of the quarter.

 

The Fund has no applicable off-balance sheet arrangements or tabular disclosure of contractual obligations of the type described in Items 303(a)(4) and 303(a)(5) of Regulation S-K.

 

21


 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

Introduction

 

The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes and all or substantially all of the Fund’s assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund’s main line of business.

 

Market movements result in frequent changes in the fair market value of the Fund’s open positions and, consequently, in its earnings and cash flow. The Fund’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 Fund’s open positions and the liquidity of the markets in which it trades.

 

The Fund, under the direction of Winton, 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 particular future market scenario will affect performance, and the Fund’s past performance is not necessarily indicative of its future results.

 

Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund’s speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund’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 quantifications included in this section should not be considered to constitute any assurance or representation that the Fund’s losses in any market sector will be limited to Value at Risk or by the Fund’s attempts to manage its market risk.

 

Quantifying The Fund’s Trading Value At Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding the Fund’s market risk exposures contain “forward-looking statement” 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 and Section 21E of the Securities Exchange Act).  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 Fund’s risk exposure in the various market sectors traded by Winton is quantified below in terms of Value at Risk.  Due to the Fund’s fair value accounting, any loss in the fair value of the Fund’s open positions is directly reflected in the Fund’s earnings (realized or unrealized) and cash flow (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 Fund 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

 

22


 

historical sample (generally approximately one year) researched for purposes of establishing margin levels.  The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) 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 Fund), 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.

 

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 Fund’s positions are rarely, if ever, 100% positively correlated have not been reflected.

 

The Fund’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 Fund’s open positions by market category for the fiscal period. For the three months ended March 31, 2013 and 2012, the Fund’s average Month-end Net Asset Value was approximately $1,103,123,864 and $1,130,877,248, respectively.

 

March 31, 2013

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector 

 

Value at Risk

 

Capitalization

 

At Risk

 

At Risk

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

$

14,129,313

 

1.28

%

$

15,231,197

 

$

13,123,828

 

Currencies

 

21,386,137

 

1.94

%

23,053,950

 

19,864,235

 

Energy

 

5,896,513

 

0.53

%

6,356,357

 

5,476,900

 

Interest Rates

 

25,563,343

 

2.32

%

27,556,919

 

23,744,179

 

Metals

 

730,362

 

0.07

%

787,320

 

678,387

 

Stock Indices

 

5,010,236

 

0.45

%

5,400,963

 

4,653,692

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

72,715,904

 

6.59

%

$

78,386,706

 

$

67,541,221

 

 

March 31, 2012

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector 

 

Value at Risk

 

Capitalization

 

At Risk

 

At Risk

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

$

9,463,987

 

0.84

%

$

10,131,151

 

$

8,981,742

 

Currencies

 

20,271,130

 

1.79

%

21,700,144

 

19,238,197

 

Energy

 

9,659,304

 

0.85

%

10,340,237

 

9,167,106

 

Interest Rates

 

3,555,430

 

0.31

%

3,806,070

 

3,374,260

 

Metals

 

11,734,527

 

1.04

%

12,561,752

 

11,136,584

 

Stock Indices

 

20,292,861

 

1.79

%

21,723,407

 

19,258,821

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

74,977,239

 

6.62

%

$

80,262,761

 

$

71,156,710

 

 

23


 

Material Limitations on Value at Risk as an Assessment of Market Risk

 

The face value of the market sector instruments held by the Fund 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 Fund.  The magnitude of the Fund’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 Fund to incur severe losses over a short period of time.   The foregoing Value at Risk table — as well as the past performance of the Fund — gives no indication of this “risk of ruin.”

 

Non-Trading Risk

 

Foreign Currency Balances; Cash on Deposit with MLPF&S

 

The Fund 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 immaterial.

 

The Fund also has non-trading market risk on the approximately 90% 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.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

The following qualitative disclosures regarding the Fund’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Fund’s primary market risk exposures as well as the strategies used and to be used by MLAI and Winton for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund’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 Fund. There can be no assurance that the Fund’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 the value of their investment in the Fund.

 

The following were the primary trading risk exposures of the Fund as of March 31, 2013, by market sector.

 

24


 

Interest Rates

 

Interest rate movements directly affect the price of derivative sovereign bond positions held by the Fund 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 Fund’s profitability. The Fund’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries.  However, the Fund also takes positions in the government debt of smaller nations (e.g., Australia). MLAI anticipates that G-7 interest rates will remain the primary market exposure of the Fund for the foreseeable future.

 

Currencies

 

The Fund trades in a number of currencies. The Fund does not anticipate that the risk profile of the Fund’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.

 

Stock Indices

 

The Fund’s primary equity exposure is due to various equity index price movements. The Fund is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Asian indices.

 

Metals

 

The Fund’s metals market exposure is to fluctuations in the price of precious and non-precious metals.

 

Agricultural Commodities

 

The Fund’s primary agricultural commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Soybeans, grains, livestock, cocoa and corn accounted for the substantial bulk of the Fund’s agricultural commodities exposure as of March 31, 2013.

 

Energy

 

The Fund’s primary energy market exposure is to natural gas and crude 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 only non-trading risk exposures of the Fund as of March 31, 2013.

 

Foreign Currency Balances

 

The Fund’s primary foreign currency balances are in Japanese yen, British pounds and Euros.

 

25


 

U.S. Dollar Cash Balance

 

The Fund holds U.S. dollars only in cash at MLPF&S. The Fund has immaterial 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.

 

Item 4. Controls and Procedures

 

MLAI, the Sponsor of ML Winton FuturesAccess LLC, with the participation of the Sponsor’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934) with respect to the Fund as of the end of the period covered by this quarterly report.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.  No change in internal control over financial reporting (in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934) occurred during the quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.          Legal Proceedings

 

None.

 

Item 1A.  Risk Factors

 

There are no material changes from risk factors as previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 27, 2013.

 

26


 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 thereunder. The selling agent of the Units was MLPF&S.

 

CLASS A

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

1/01/2013

 

$

322,987

 

196,011

 

$

1.6478

 

1/16/2013

 

479,700

 

287,332

 

1.6695

 

2/01/2013

 

687,764

 

408,654

 

1.6830

 

2/16/2013

 

202,215

 

120,187

 

1.6825

 

3/01/2013

 

665,222

 

397,812

 

1.6722

 

3/16/2013

 

953,101

 

555,550

 

1.7156

 

4/01/2013

 

609,655

 

356,941

 

1.7080