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EX-32.02 - EX-32.02 - Aspect FuturesAccess LLCa17-1094_1ex32d02.htm
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EX-31.02 - EX-31.02 - Aspect FuturesAccess LLCa17-1094_1ex31d02.htm
EX-31.01 - EX-31.01 - Aspect FuturesAccess LLCa17-1094_1ex31d01.htm
EX-13.01 - EX-13.01 - Aspect FuturesAccess LLCa17-1094_1ex13d01.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K

 

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended: December 31, 2016

 

or

 

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission file number: 0-51085

 

ASPECT FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-1227650

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

c/o Merrill Lynch Alternative Investments LLC

250 Vesey Street, 11th Floor

New York, New York 10281

(Address of principal executive offices)

(Zip Code)

 

609-274-5838

(Registrant’s 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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether 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 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 registrant’s outstanding equity that is readily determinable.

 

As of February 28, 2017 Units of limited liability company interest with an aggregate Net Asset Value of $102,138,888 were outstanding and held by non-affiliates.

 

Documents Incorporated by Reference

 

The registrant’s 2016 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the year ended December 31, 2016, 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 1-866-657-3784.

 

 

 



 

ASPECT FUTURESACCESS LLC

 

ANNUAL REPORT FOR 2016 ON FORM 10-K

 

Table of Contents

 

PART I

 

 

PAGE

 

 

 

Item 1:

Business

1

 

 

 

Item 1A:

Risk Factors

10

 

 

 

Item 1B:

Unresolved Staff Comments

22

 

 

 

Item 2:

Properties

22

 

 

 

Item 3:

Legal Proceedings

22

 

 

 

Item 4:

Mine Safety Disclosures

22

 

 

 

 

PART II

 

 

 

 

Item 5:

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

22

 

 

 

Item 6:

Selected Financial Data

26

 

 

 

Item 7:

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

28

 

 

 

Item 7A:

Quantitative and Qualitative Disclosures About Market Risk

38

 

 

 

Item 8:

Financial Statements and Supplementary Data

42

 

 

 

Item 9:

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

42

 

 

 

Item 9A:

Controls and Procedures

42

 

 

 

Item 9B:

Other Information

43

 

 

 

 

PART III

 

 

 

 

Item 10:

Directors, Executive Officers and Corporate Governance

43

 

 

 

Item 11:

Executive Compensation

46

 

 

 

Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

46

 

 

 

Item 13:

Certain Relationships and Related Transactions and Director Independence

46

 

 

 

Item 14:

Principal Accounting Fees and Services

47

 

 

 

 

PART IV

 

 

 

 

Item 15:

Exhibits, Financial Statement Schedules

47

 



 

PART I

 

Item 1:        Business

 

(a)                                 General Development of Business:

 

Aspect FuturesAccess LLC (the “Fund”), a FuturesAccessSM Program (“FuturesAccess”) fund, which is an investment company as defined by Accounting Standards Codification (“ASC”) guidance, was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on April 1, 2005.  The Fund engages in the speculative trading of futures and forward contracts on a wide range of commodities.  Aspect Capital Limited (“Aspect” or “Trading Advisor”) is the trading advisor of the Fund. The Trading Advisor trades the Aspect Diversified Program (the “Trading Program”) for the Fund.

 

Merrill Lynch Alternative Investments LLC (“MLAI”, the “Sponsor” or the “Managing Member”) 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 “BofA Corp.”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is currently the exclusive clearing broker for the Fund.  MLAI may select other parties as clearing broker(s). Merrill Lynch International (“MLI”) is the primary foreign exchange (“F/X”) forward prime broker for the Fund. MLAI may select other of its affiliates, or third parties, as F/X or other over-the-counter (“OTC”) prime brokers. MLPF&S and MLI are BofA Corp. 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 BofA Corp.  FuturesAccess Funds currently are composed of direct-trading funds advised by a single trading advisor. Although redemption terms vary among FuturesAccess Funds, FuturesAccess applies, with some exceptions, the same minimum investment amounts, fees and other operational criteria across all FuturesAccess Funds.  Each trading advisor participating in FuturesAccess employs different technical, fundamental, systematic and/or discretionary trading strategies.

 

The Trading Advisor is registered under the Investment Advisers Act of 1940. The Trading Program applies a systematic and diversified global investment process which deploys multiple investment strategies that, primarily through the use of derivative contracts, seek to identify and exploit directional moves in the market behavior of a broad range of financial instruments and other assets.  See “Trading Advisor’s Trading Program,” below.

 

The Fund issues units of limited liability company interest (“Units”) which are privately offered pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

 

The Fund calculates the Net Asset Value per Unit of each Class of Units as of the last calendar day of each month, the fifteenth 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, management and performance fees, trading liabilities, including brokerage commissions, any offering or operating costs, and all other liabilities of the Fund.  MLAI or its delegates are authorized to make all Net Asset Value determinations.

 

As of December 31, 2016 the Net Asset Value of the Fund was $106,406,553 and the Net Asset Value per Unit was $1.6560 for Class A, $1.4766 for Class C, $2.0080 for Class D, $1.7327 for Class I, and $1.0759 for Class M.  Effective as of April 30, 2015 all Class DS Units were redeemed. Effective as of December 31, 2015 all Class DT Units were redeemed.

 

The Net Asset Value of the Fund is generally calculated in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).  However, the Fund’s Limited Liability Company Operating Agreement allows MLAI to depart from U.S. GAAP in calculating the Fund’s Net Asset Value for all purposes other than for financial statement purposes, including for purposes of subscriptions and redemptions and fee calculations, if  MLAI determines in its good-faith discretion that this departure is advisable in order to better reflect the true value of any asset or amount of any liability, or to further the fair and equitable treatment of investors.  MLAI may depart from U.S. GAAP in calculating the Fund’s Net Asset Value for these purposes if, for example, it

 

1



 

determines that application of U.S. GAAP would cause an expense to be taken in a particular fiscal period — and therefore borne only by investors who hold Units during such period — but MLAI determines that it is more appropriate to spread such expense over additional fiscal periods.  In the event that MLAI departs from U.S. GAAP in calculating the Fund’s Net Asset Value for purposes of subscriptions and redemptions, calculation of fees and other non-financial statement purposes, the Fund’s audited financial statements will continue to be determined in accordance with U.S. GAAP.

 

(b)                                 Financial Information about Segments:

 

The Fund’s business constitutes only one segment for financial reporting purposes, i.e., a speculative “commodity pool”. The Fund does not engage in sales of goods or services.

 

(c)                                  Narrative Description of Business:

 

Advisory Agreement Term

 

The Fund and MLAI have entered into an Advisory Agreement with the Trading Advisor.  The Advisory Agreement will continue in effect until December 31, 2017.  Thereafter, the Advisory Agreement will be automatically renewed for successive three-year periods, on the same terms, unless terminated at any time by either the Trading Advisor or the Fund upon 90 days written notice to the other party.  The Advisory Agreement may, however, be terminated at any time by the Fund and/or MLAI, on the one hand, or the Trading Advisor, on the other, as a result of a material breach of the advisory agreement by the other party, after due notice and a reasonable opportunity to cure.  The Advisory Agreement will also terminate immediately if the Fund is terminated and dissolved as determined by MLAI.

 

Trading Advisor’s Trading Program

 

The Trading Program applies a systematic and broadly diversified global investment process which deploys multiple investment strategies that, primarily through the use of  U.S. exchange-traded futures and foreign-exchange traded and OTC derivative contracts, seek to identify and exploit directional moves in the market behavior of a broad range of financial instruments and other assets including, but not limited to, currencies; interest rates; equities; equity indices; debt securities, including bonds; credit; and commodities, including energy, metal and agricultural commodities.  The Trading Advisor does not engage in retail, off-exchange foreign currency investment pursuant to the Trading Program.  By maintaining comparatively small exposure to any individual market and maintaining positions in a variety of contracts, the aim is to achieve long-term diversification.

 

The Trading Program employs an automated system to collect, process and analyze market data (including current and historical price data) and identify and exploit directional moves in market behavior.  The Trading Program trades across a variety of frequencies to exploit trends over a range of timescales.  Positions are taken according to the aggregate signal and are adjusted to control risk.

 

The Trading Program is not applied by the Trading Advisor with any pre-determined preference for any market.  Rather, allocations to strategies and individual markets depend upon an analysis of a range of factors which may include liquidity, correlation and cost of execution.  Allocations are currently made on a long-term average risk basis which takes into account varying levels of market volatility and intra-market correlation.  These allocations are subject to regular review and may change from time to time at the Trading Advisor’s discretion.

 

Although the Trading Advisor’s Trading Program is continually evolving, there were no fundamental or material changes to the Trading Program during the 2016 fiscal year.

 

Forward Contracts and Counterparties

 

Currently, the only forward contracts entered into by the Fund are currency forwards.  MLI is the only counterparty to these forward contracts.  In the future the Fund may enter into other types of forwards and/or use other counterparties.  The standard terms of forward contracts entered into by the Fund are the term, the currency, the

 

2



 

exchange rate, the principal amount and, in some cases the definition of a “disruption event,” i.e., a contingency pricing and settlement mechanism if an event occurs that causes the unavailability of the relevant exchange rate.  Forwards are governed by International Swaps and Derivatives Association documentation, and, in some cases, also by EMTA, Inc. documentation.

 

Employees

 

The Fund has no employees.

 

Use of Proceeds and Cash Management Income

 

Subscription Proceeds

 

The Fund’s cash is used as security for and to pay the Fund’s trading losses, offset by trading gains, as well as its expenses and redemptions.  The primary use of the proceeds of the sale of the Units is to permit the Trading Advisor to trade on a speculative basis in a wide range of commodities on behalf of the Fund.  While being used for this purpose, the Fund’s assets are also generally available for cash management, as described below under “Cash Management and Interest”.

 

Markets

 

The Fund trades on a variety of United States and foreign futures exchanges as well as OTC.  The Fund’s commitments to different types of markets — U.S. and non-U.S., regulated and non-regulated — may differ from time to time, as well as over time.

 

3



 

CONDENSED SCHEDULES OF INVESTMENTS

 

The Fund’s investments, defined as unrealized profit (loss) on open contracts on the Statements of Financial Condition, as of December 31, 2016 and 2015, are as follows:

 

December 31, 2016

 

 

 

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

 

455

 

$

(151,581

)

-0.14

%

(710

)

$

394,646

 

0.37

%

$

243,065

 

0.23

%

February 2017 - April 2017

 

Currencies - Futures

 

3

 

(7,065

)

-0.01

%

(27

)

14,105

 

0.01

%

7,040

 

0.00

%

March 2017

 

Currencies - Forwards*

 

155,465,380

 

(771,410

)

-0.72

%

(199,845,797

)

1,150,492

 

1.08

%

379,082

 

0.36

%

March 2017

 

Energy

 

190

 

255,974

 

0.24

%

(40

)

(56,180

)

-0.05

%

199,794

 

0.19

%

January 2017 - March 2017

 

Interest rates

 

510

 

308,025

 

0.29

%

(3,415

)

173,276

 

0.16

%

481,301

 

0.45

%

March 2017 - June 2019

 

Metals

 

280

 

(1,436,353

)

-1.35

%

(195

)

501,993

 

0.47

%

(934,360

)

-0.88

%

February 2017 - April 2017

 

Stock indices

 

1,087

 

621,635

 

0.58

%

(429

)

8,642

 

0.01

%

630,277

 

0.59

%

January 2017 - March 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

(1,180,775

)

-1.11

%

 

 

$

2,186,974

 

2.05

%

$

1,006,199

 

0.94

%

 

 

 

December 31, 2015

 

 

 

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

 

403

 

$

(133,462

)

-0.11

%

(1,101

)

$

289,457

 

0.23

%

$

155,995

 

0.12

%

February 2016 - April 2016

 

Currencies - Futures

 

 

 

0.00

%

(40

)

23,762

 

0.02

%

23,762

 

0.02

%

March 2016

 

Currencies - Forwards*

 

138,229,375

 

(864,189

)

-0.69

%

(232,442,989

)

1,781,235

 

1.42

%

917,046

 

0.73

%

March 2016

 

Energy

 

1

 

244

 

0.00

%

(986

)

93,771

 

0.08

%

94,015

 

0.08

%

January 2016 - December 2016

 

Interest rates

 

2,191

 

(1,188,422

)

-0.95

%

(1,058

)

22,462

 

0.02

%

(1,165,960

)

-0.93

%

March 2016 - June 2018

 

Metals

 

225

 

235,336

 

0.19

%

(835

)

(1,075,743

)

-0.86

%

(840,407

)

-0.67

%

February 2016 - April 2016

 

Stock indices

 

383

 

(19,308

)

-0.02

%

(311

)

(79,316

)

-0.06

%

(98,624

)

-0.08

%

January 2016 - March 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

(1,969,801

)

-1.58

%

 

 

$

1,055,628

 

0.85

%

$

(914,173

)

-0.73

%

 

 

 


*Currencies — Forwards present notional amounts as converted to USD.

No individual contract’s unrealized profit or loss comprised greater than 5% of Members’ Capital as of December 31, 2016 and December 31, 2015. 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 (losses) 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.

 

4



 

Margin

 

When a futures or options on futures position is established, “initial margin” is calculated by the exchange on which the position is listed and deposited with a Futures Commission Merchant (“FCM”) that is a member of the clearinghouse through which transactions on the relevant exchange are cleared.  An FCM must, in turn, deposit initial margin with the clearinghouse to secure its obligations to the clearinghouse with respect to the positions of its customers.  The amount of both the trader’s initial margin payment to the FCM and the FCM’s initial margin payment to the clearinghouse are determined on the basis of risk, taking into account the price and volatility of the commodity underlying the position and, in certain cases, the offsetting risks that exist within a portfolio of positions.  On most exchanges, at the close of each trading day “variation margin,” representing the unrealized gain or loss on the open positions, is either credited to or debited from an account.  A trader must maintain a minimum margin level for each outstanding futures position known as “maintenance margin,” which is set by the relevant exchange and based on the risk of the futures position, often a set percentage of the “initial margin.”  If “variation margin” payments cause the “initial margin” to fall below “maintenance margin” levels, a “margin call” is made, requiring the trader to deposit additional margin or have its position closed out.  A clearinghouse may have “maintenance margin” requirements for member FCMs. An FCM may require a higher level of “initial margin” and “maintenance margin” from the trader than the clearinghouse requires from the FCM, but generally will not allow lower margin levels.  Margin is also required to be posted with counterparties when making investments through forwards, swaps or other OTC instruments.  The counterparties calculate margin based on the risk of the underlying commodity and will deposit margin with each other based on a previously agreed upon schedule.  In general, approximately 10% to 30% of the Fund’s assets are expected to be committed as margin for futures or options on futures positions at any one time, although these amounts could be substantially higher or lower.  The Fund’s exposure and liability are not limited to the amount placed on margin, but are based on the total value of the futures contracts being traded.  Fund assets not committed to margin will be held in cash or cash equivalents and will earn interest as described below.

 

As of December 31, 2016 the Fund employed $11,916,216 and $6,638,763 as initial margin to support futures and forward positions, respectively, representing approximately 10.40% and 5.79%, respectively, of the Fund’s total assets as of such date.

 

Custody of Assets

 

The Fund’s financial assets consist primarily of cash, futures and OTC FX forward and spot positions.  In addition, the Fund has authority to trade options on futures and forwards and certain other OTC derivatives including swaps, but these contracts typically represent a small percentage of the Fund’s financial assets, if any are traded at all.

 

Futures and OTC forwards and other instruments typically constitute a predominant amount of the Fund’s investment risk, but the notional value of these instruments is not included on the Fund’s balance sheet.

 

The vast majority of the net assets of the Fund is, and has historically been, held in the form of cash.  The Fund’s cash is used in various ways.  It can be:

 

·                        posted as margin with MLPF&S in segregated or secured accounts in connection with commodities trading on regulated exchanges;

·                        pledged as collateral to MLI for OTC forwards or options on forwards or to other OTC prime brokers for other OTC investments;

·                        deposited in savings or demand deposit accounts with the Fund’s custodian or other banking institutions, both in the United States and internationally; and held in segregated or secured accounts with MLPF&S, which generally invests the cash in short-term high quality securities or other instruments viewed as cash equivalents.

 

Typically the vast majority of the Fund’s assets are held in segregated or secured accounts with MLPF&S.  In general, approximately 10% to 30% of the Fund’s assets are expected to be required as margin or collateral at any one time.  Approximately 90% of the Fund’s assets are held in customer segregated accounts at MLPF&S pursuant to applicable Commodity Futures Trading Commission (“CFTC”) regulations to margin U.S. exchange-traded futures contracts and options thereon, or in customer secured accounts at MLPF&S and used to margin futures trading on non-U.S. exchanges pursuant to CFTC regulations.  The remaining approximately 10% is expected to be deposited with MLI, other OTC prime brokers, or one or more third-party collateral custodians as margin for OTC trades.  These amounts could be substantially higher or lower and there is no obligation to maintain margin or collateral within these or any other specific ranges.

 

5



 

Assets held in segregated or secured accounts at MLPF&S may be invested only in CFTC-permitted investments, which include U.S. government and government agency securities, commercial paper and corporate notes and bonds guaranteed by the U.S. government, and money market mutual funds.  Under the applicable regulations, such permitted investments are subject to instrument and issuer based concentration and time to maturity limits and must be managed with the objectives of preserving principal and maintaining liquidity.

 

Cash deposited in savings or demand deposit accounts with the Fund’s custodian or other banking institutions may be in excess of the limits on federal insurance for deposits, and thus not insured by the Federal Deposit Insurance Corporation (“FDIC”), and would be subject to the risk of bank failure.

 

MLAI, as sponsor of the Fund, has a general policy of maintaining clearing and prime brokerage arrangements with its BofA Corp. affiliates, such as MLPF&S and MLI, although MLAI may, nevertheless, engage unaffiliated service providers as clearing brokers or prime brokers for the Fund.  Other affiliates may from time to time be involved in the clearing, custody or investment of the Fund’s assets, including as prime brokers.  However, the vast majority of the Fund’s assets are held with, and therefore subject to the credit risk of, MLPF&S.  MLAI believes that its policy is in the best interest of investors due to the enhanced dependability and quality of service provided by MLPF&S and MLI to FuturesAccess as a result of MLAI’s relationship and shared corporate infrastructure with these affiliates.  In addition, MLAI believes that MLPF&S is well capitalized and that the Fund benefits from the transparency provided to MLAI, as an affiliate of MLPF&S, into the controls MLPF&S has implemented to comply with the various regulatory requirements designed to protect customer funds.  However, there nonetheless exists a substantial risk of loss with respect to each of the above custody arrangements in the event of the bankruptcy or insolvency of MLI or MLPF&S if it does not properly segregate customer funds.  See “Risk Factors — Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges” below for a more detailed discussion of these risks.

 

Subject to the interest income arrangements discussed below, each BofA Corp. entity holding Fund assets, including MLPF&S, retains the additional economic benefit derived from possession and investment of those assets for the entity’s own account.

 

Cash Management and Interest

 

MLAI is primarily responsible for the placement of the Fund’s “cash assets” with MLPF&S or other brokers.  In exercising this responsibility, MLAI’s primary considerations are safety of assets, seeking interest income, and the services provided by custodians.  A vast majority of the Fund’s cash has historically been held in futures brokerage accounts with affiliates.  To a smaller degree, the Fund’s cash assets may be held with the Fund’s bank custodian, which is at present the administrator.

 

MLAI retains the ability to change its cash management practices at any time, including by transferring a majority of the Fund’s cash assets to the Fund’s custodial bank accounts or other bank accounts.  Bank deposits may be in either savings accounts that pay interest, or demand deposit accounts, which may or may not pay interest and which may or may not be subject to FDIC insurance.  Any of these banks may be affiliated with MLAI if MLAI believes that to be in the best interests of the investors in the Fund.

 

MLPF&S and any other BofA Corp. affiliates that hold the Fund’s cash receive economic benefits, which may be substantial, from holding this cash, even in low interest rate environments in which the Fund receives little or no interest on these cash assets.

 

BofA Corp.’s “Interest Earning Program,” which offers interest on cash balances subject to a negotiated schedule, will generally apply to Fund cash assets during any time they are maintained by MLAI with its affiliates.  The present interest rate under the Interest Earning Program on U.S. dollar cash balances is the daily effective federal funds rate less 20 basis points, recalculated and accrued daily, and subject to a floor of 0%, except for currencies designated by MLPF&S as “negative interest rate currencies” (discussed below). The daily effective federal funds rate is a volume-weighted average of rates on trades arranged by major brokers and is calculated by the Federal Reserve Bank of New York using data provided by the brokers.  Interest is computed based upon the daily net equity balance of the Fund’s account and is posted to the Fund’s account on a monthly basis.

 

6



 

At present, due to the low interest rate environment that has prevailed in the U.S. since 2008, MLAI may seek to transfer cash from affiliates if it believes that any interest earned on this cash was consistent with its goal of safely maintaining these assets and otherwise would offset the advantages of maintaining cash with its affiliates.

 

MLPF&S deposits certain of the Fund’s assets as margin or collateral with clearinghouses and/or depositories.  As a result of the present low interest rate environment, these clearinghouses and depositories charge MLPF&S fees to account for the negative interest rates on cash balances for certain currencies, which may change from time to time at the discretion of MLPF&S and without prior notice to the Fund.  Accordingly, MLPF&S charges the Fund a “negative interest rate fee” for any currencies designated by MLPF&S as a “negative interest rate currency.”  The negative interest rate fee is based on the relevant currency’s benchmark index less a certain number of basis points, depending on the currency and based on the current market conditions, including but not limited to negative interest rates charged by clearinghouses and other depositories.   The negative interest rate fee constitutes compensation to MLPF&S, although in some cases the fee may be used to offset MLPF&S’ own costs incurred in connection with maintaining cash at clearinghouses or depositories.  The negative interest rate fee is subject to change from time to time at the discretion of MLPF&S and without prior notice to the Fund.   The negative interest rate fee is computed by MLPF&S on the daily net cash and open trade equity in the Fund’s account at MLPF&S and charged on a monthly basis.

 

MLPF&S, in the course of acting as commodity broker for the Fund, will have use of Fund cash and earn interest and receive other economic benefits as a result.  The interest income arrangements with regard to cash held with MLPF&S will be equivalent with those under the Interest Earning Program as discussed above.

 

Charges

 

The following table summarizes the charges incurred by the Fund for the years ended December 31, 2016, 2015 and 2014.

 

 

 

2016

 

2015

 

2014

 

Charges

 

Dollar
Amount

 

% of Average
Period-End
Net Assets

 

Dollar
Amount

 

% of Average
Period-End
Net Assets

 

Dollar
Amount

 

% of Average
Period-End
Net Assets

 

Other expenses

 

$

661,855

 

0.55

%

$

680,050

 

0.50

%

$

569,336

 

0.41

%

Sponsor fee

 

2,396,438

 

1.99

%

2,405,145

 

1.75

%

2,114,944

 

1.52

%

Management fee

 

2,446,584

 

2.03

%

2,752,521

 

2.01

%

2,778,896

 

2.00

%

Performance fee

 

330,158

 

0.27

%

2,973,476

 

2.17

%

3,723,195

 

2.68

%

Total

 

$

5,835,035

 

4.84

%

$

8,811,192

 

6.43

%

$

9,186,371

 

6.61

%

 

The foregoing table does not reflect:  (i) the bid-ask spreads paid by the Fund on forward trading, (ii) brokerage commissions, (iii) the benefits which may be derived by BofA Corp. from the deposit of certain of the Fund’s U.S. dollar assets maintained at MLPF&S, or (iv) sales commissions payable in connection with the sales of Class A, Class D and Class I Units of the Fund.  Bid-ask spreads and brokerage commissions are components of the trading profit or loss of the Fund which are netted against realized and unrealized trading gains or losses in determining trading profit or loss.  Benefits derived by BofA Corp. from the deposit of the Fund’s assets at MLPF&S are neither a direct expense of the Fund nor readily quantifiable.  Aggregate sales commissions are not included in the table of charges because they are not an expense of the Fund, but rather are paid to MLPF&S out of an investor’s subscription proceeds and therefore reduce the amount invested in the Fund by the investor.

 

The Fund’s average period-end Net Asset Values during 2016, 2015 and 2014 equaled $120,513,968, $137,063,328 and $138,955,668, respectively.

 

During 2016, the Fund earned $228,808 in interest income, or approximately 0.19% of the Fund’s average period-end Net Asset Values. During 2015, the Fund earned $6,174 in interest income, or approximately 0.00% of the Fund’s average period-end Net Asset Values. During 2014, the interest income for the Fund was $3,957, or approximately 0.00% of the Fund’s average period-end Net Asset Values.

 

7



 

Description of Current Charges

 

Recipient

 

Nature of Payment

 

Amount of Payment

 

 

 

 

 

MLPF&S

 

Brokerage commissions

 

During 2016, 2015 and 2014, the average round-turn (each purchase and sale or sale and purchase of a single futures contract) rate of the Fund’s brokerage commissions was approximately $6.25, $6.49 and $5.94, respectively.

 

 

 

 

 

MLPF&S

 

Use of assets

 

BofA Corp. may derive an economic benefit from the deposit of certain of the Fund’s U.S. dollar assets in accounts maintained at MLPF&S.

 

 

 

 

 

MLAI

 

Sponsor fees

 

The Fund charges Sponsor fees on the period-end Net Asset Value at annual rates equal to 1.5% for Class A Units, 2.5% for Class C Units, and 1.1% for Class I Units. Class D Units and Class M Units are not charged Sponsor fees. No Sponsor fees are charged to Class M Units because investors purchasing Class M Units are subject to asset-based fees on BofA Corp. managed accounts in which the Class M Units are held.

 

 

 

 

 

MLPF&S

 

Sales commissions

 

Class A Units were subject to upfront sales commissions paid to MLPF&S ranging from 1.0% to 2.5% of an investor’s gross subscription amount. Effective as of February 1, 2017, the upfront sales commission range applicable to Class A Units changed to between 0% and 2.5%. Class D Units and Class I Units are subject to upfront sales commissions paid to MLPF&S up to 2.5% of an investor’s gross subscription amount. Sales commissions are directly deducted from subscription amounts. Class C Units and Class M Units are not subject to upfront sales commissions. No upfront sales commission is charged to Class M Units because investors purchasing Class M Units are subject to asset-based fees on BofA Corp. managed accounts in which the Class M Units are held.

 

 

 

 

 

MLI (or an affiliate); Other counterparties

 

Bid—ask spreads

 

Bid—ask spreads are not accounted for separately as an accounting item because bid-ask spreads are an integral part of the price paid or received on all contracts for the purposes of generally accepted accounting principles.

 

 

 

 

 

MLI (or an affiliate); Other counterparties

 

EFP differentials

 

Certain of the Fund’s currency trades may be executed in the form of “exchange of futures for physical” transactions, in which a counterparty (which may be MLI or an affiliate) receives an additional “differential” spread for exchanging the Fund’s cash currency positions for equivalent futures positions.

 

 

 

 

 

Trading Advisor

 

Performance fees

 

The Fund pays a 20% quarterly performance fee to the Trading Advisor with respect to Class A, Class C, Class I, Class D and Class M Units. The Performance Fee is calculated and paid to the Trading Advisor as of the end of each calendar quarter. The performance fee is calculated based on any increase in the aggregate Net

 

8



 

 

 

 

 

Asset Value of the Classes of Units subject to the same rate of performance fees (“Class Group”), taken together, in excess of the Class Group’s highest Net Asset Value as of any previous calendar quarter end after adjustment for subscriptions and the performance fee then paid (“High Water Mark”). The increase in Net Asset Value on which Performance fees are calculated is prior to reduction for Sponsor fees. The performance fee is also paid on net redemptions, and the High Water Mark is proportionately reduced. Net Asset Value for purposes of calculating the performance fee does not include any interest income earned by the Fund.

 

 

 

 

 

Trading Advisor and MLAI

 

Management fees

 

The Fund pays monthly management fees to the Trading Advisor based on the period-end Net Asset Value of the Fund (prior to reduction for the management fees being calculated and any accrued performance fees or Sponsor fees). The management fee rate is 2.0% per year for all Classes of Units. The Trading Advisor has agreed to share with MLAI 50% of the management fees with MLAI in order to defray costs in connection with and in consideration of BofA Corp. providing certain operational support for the Fund.

 

 

 

 

 

Others

 

Operating expenses of the Fund including audit, legal and tax services

 

Actual payments to third parties.

 

 

 

 

 

MLAI

 

Ongoing offering costs
reimbursed

 

Actual costs incurred.

 

Regulation

 

The CFTC has delegated to the National Futures Association (“NFA”) responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers” and their respective associated persons, and “floor brokers” and “floor traders.”  The Commodity Exchange Act (“CEA”) requires commodity pool operators such as MLAI, commodity trading advisors such as the Trading Advisor and commodity brokers or FCMs such as MLPF&S to be registered and to comply with various reporting and record keeping requirements.  CFTC regulations also require FCMs to maintain a minimum level of net capital.  In addition, the CFTC and certain commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges.  All accounts owned or managed by the Trading Advisor will be combined for position limit purposes.  The Trading Advisor could be required to liquidate positions in order to comply with such limits.  Any such liquidation could result in substantial costs to the Fund.  In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to reach its daily price limit for several days in a row, making it impossible for the Trading Advisor to liquidate a position and thereby experiencing dramatic losses.  Currency forward contracts are not regulated as “swaps” under the CEA, but are subject to governmental regulation such as mandatory reporting and business conduct standards for swap dealers and major swap participants to the extent otherwise applicable to swaps under the CEA and applicable rules of the CFTC, see Item 1A “Risk Factors—F/X Forward Trading” and “—Regulatory Changes Could Restrict the Fund’s Operations.”

 

Other than in respect of the registration requirements pertaining to the Fund’s securities under Section 12(g) of the Securities Exchange Act of 1934 (the “Securities Exchange Act”) the Fund is generally not subject to regulation by the Securities and Exchange Commission (the “SEC”).  However, MLAI is registered as an “investment adviser” under the Investment Advisers Act of 1940.  MLPF&S is also regulated by the SEC and the Financial Industry Regulatory Authority (“FINRA”).

 

9



 

(d)                                 Financial Information about Geographic Areas

 

The Fund does not engage in material operations in foreign countries, nor is a material portion of the Fund’s revenue derived from customers in foreign countries.

 

The Fund trades on a number of foreign commodity exchanges.  The Fund does not engage in the sales of goods or services.

 

Item 1A:  Risk Factors

 

Past Performance Not Necessarily Indicative of Future Results

 

There can be no assurance that the Trading Program will produce profitable results.  The past performance of the Fund or the Trading Advisor is not necessarily indicative of how the Fund or the Trading Advisor may perform in the future.  There can be no assurance that the Fund will achieve its investment objectives or avoid substantial or total loss.  The Fund may sustain losses under future market conditions that are similar to conditions in which it may have achieved gains in the past.

 

Volatile Markets; Highly Leveraged Trading

 

Trading in the futures and OTC markets typically results in volatile performance.  Market price levels fluctuate dramatically and may be materially affected by unpredictable factors such as weather and governmental intervention.  The low margin requirements normally required in futures and OTC trading permit an extremely high degree of economic leverage.  This combination of leverage and volatility creates a high degree of risk.  Additionally, although the Trading Advisor may initiate stop-loss orders on certain positions to limit this risk, there can be no assurance that any stop-loss order will be executed or, even if executed, that it will be executed at the desired price or time.

 

Importance of General Market Conditions

 

Neither MLAI nor the Trading Advisor can predict or control overall market or economic conditions.  These conditions, however, can be expected to have a material effect on the performance of the Trading Program.

 

The Fund may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted.  The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving.  The financing available to the Fund from its banks, dealers and other counterparties is typically reduced in disrupted markets, which may result in substantial losses to the Fund.  Market disruptions may from time to time cause dramatic losses for the Fund and can result in the Trading Advisor’s strategy performing with unprecedented volatility and risk.

 

Managed Futures Trading Strategies and Trading Systems

 

Trend-Following Systems. Many managed futures trading systems are trend-following. Trend-following systems generally anticipate that a majority of their trades will be unprofitable and seek to achieve overall profitability by substantial gains made on a limited number of positions.  These strategies are generally only successful in markets in which strong price trends occur.  In stagnant markets in which these trends do not occur, or in “whipsaw markets” in which apparent trends develop but then quickly reverse, trend-following trading systems are likely to incur substantial losses.  Furthermore, the profit potential of trend-following systems may be diminished by the changing character of the markets, which may make historical price data, on which technical trading systems are based, only marginally relevant to future market patterns.

 

Discretionary Strategies. The Trading Advisor may utilize a discretionary, rather than systematic, trading strategy.  Discretionary trading advisors may allow emotion to affect trading decisions and may exhibit a lack of discipline in their trading that systematic strategies are designed to avoid.  Relying on subjective trading judgment may produce less consistent results than those obtained by more systematic approaches.

 

Technical Analysis and Trading Systems. The Trading Advisor may employ technical analysis and/or technical trading systems.  Technical strategies rely on information intrinsic to the market itself to determine trades, such as prices, price patterns, volume and volatility.  These strategies can incur major losses when factors exogenous to the markets themselves, including political events, natural catastrophes, acts of war or terrorism, dominate the markets.  The widespread

 

10



 

use of technical trading systems frequently results in numerous managers’ attempting to execute similar trades at or about the same time, altering trading patterns and affecting market liquidity.

 

Fundamental Analysis. The Trading Advisor’s strategy may rely on fundamental analysis.  Fundamental analysis is premised on the assumption that markets are not perfectly efficient, that informational advantages and mispricings do occur and that econometric analysis can identify trading opportunities.  Fundamental analysis may result in substantial losses if these economic factors are not correctly analyzed, not all relevant factors are identified and/or market forces cause mispricings to continue despite the traders having correctly identified mispricings.  Fundamental analysis may also be more subject to human error and emotional factors than technical analysis.

 

Quantitative Trading. The Trading Advisor may engage in quantitative trading.  Quantitative trading strategies are highly complex, and, for their successful application, require relatively sophisticated mathematical calculations and relatively complex computer programs.  These programs anticipate that many of their trades may be unprofitable, seeking to achieve overall profitability through recognizing major profits on a limited number of positions while cutting losing positions quickly.  These trading strategies are dependent upon various computer and telecommunications technologies and upon adequate liquidity in the markets traded.  The successful execution of these strategies could be severely compromised by, among other things, a diminution in the liquidity of the markets traded, telecommunications failures, power loss and software-related “system crashes.”  There are also periods when even an otherwise highly successful system incurs major losses due to external factors dominating the market, such as natural catastrophes and political interventions.  Due to the high trading volume of quantitative trading strategies, the resulting transaction costs may be significant.  In addition, the difference between the expected price of a trade and the price a trade is executed at, or “slippage,” may be significant and may result in losses.

 

Importance of Market Judgment

 

Although the Trading Advisor may use systematic or quantitative valuation models in evaluating the economic components of many prospective trades, the market judgment and discretion of the Trading Advisor’s personnel are often fundamental to the implementation of the Trading Program.  The greater the importance of subjective factors, the more unpredictable a trading strategy becomes.  The Trading Advisor may not have the same access to market information as do certain of its competitors, and the market decisions made by the Trading Advisor will, accordingly, often be based on less information and analysis than those available to competing investors.

 

F/X Forward Trading

 

The Fund may trade currencies in the F/X Markets, in addition to its trading in the futures markets, including by trading in deliverable and non-deliverable F/X forward contracts.  Prospective investors must recognize that deliverable F/X forward trading generally does not take place on futures exchanges or swap execution facilities, and is not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis (including many deliverable forwards where the parties do not take delivery).  As a result of The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the CFTC now regulates non-deliverable forwards as swaps, including deliverable forwards where the parties do not take delivery.  Although non-deliverable forwards are not currently required to be executed in regulated markets, such as futures exchanges or swap execution facilities, certain non-deliverable F/X forwards are voluntarily traded on swap execution facilities and cleared through regulated clearing houses.  See “Regulatory Changes Could Restrict the Fund’s Operations” in this section below.  The responsibility for performing under a non-cleared particular forward transaction currently rests solely with the counterparties to that transaction, not with any exchange or clearinghouse.  As a result, the Fund is exposed to the credit risk of the OTC counterparties with which it trades deliverable F/X forwards and deposits collateral, including that of MLI.  See “Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges” in this section below.

 

The Fund is also subject to the risk that a forward counterparty may not settle a transaction in accordance with its terms, because the counterparty is unwilling or unable to do so, potentially resulting in significant losses. A counterparty’s failure to perform could occur in respect of an offsetting forward contract on which the Fund remains obligated to perform.  The Fund will not, however, be excused from performance under any forward contracts into which it has entered due to defaults under other forward contracts.  In addition, counterparties to forwards generally have the right to terminate trades under a number of circumstances including, for example, declines in the Fund’s net assets and certain “key person” events.  Any premature termination of the Fund’s currency forward trades could result in significant losses for the Fund, because the Fund may be unable to quickly re-establish those trades and may only be able to do so at disadvantageous prices.  Forward market counterparties are under no obligation to enter into forward transactions with the Fund, including transactions

 

11



 

through which the Fund is attempting to liquidate open positions.  In addition, the prices offered for the same forward contract may vary significantly among different forward market participants.

 

Dodd-Frank amended the definition of “eligible contract participant,” and the Fund expects to meet the amended definition so long as its total assets exceed $10 million.  If the Fund does not meet the definition of “eligible contract participant,” it could lead to the Fund’s bearing higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees.  “Retail forex” markets could also be significantly less liquid than the interbank market.  Moreover, the creditworthiness of the counterparties with whom the Fund may be required to trade could be significantly weaker than the creditworthiness of MLI and the currency forward counterparties with which the Fund would otherwise engage for its currency forward transactions.

 

The imposition of credit controls by governmental authorities or the implementation of regulations pursuant to Dodd-Frank might limit forward trading to less than that which MLAI would otherwise recommend, to the possible detriment of the Fund.

 

Derivatives Risks

 

The Trading Advisor uses derivative instruments, primarily futures and OTC F/X forwards, in implementing the Trading Program.  The market for many types of these derivative instruments is comparatively illiquid and inefficient, creating the potential for substantial mispricings, as well as sustained deviations between theoretical and market value.  In addition, the derivatives market is, in comparison to other markets, a relatively new market, and the events of 2008 and 2009, including the bailout of American International Group, Inc., demonstrated that even the most sophisticated market participants may misunderstand how the market in derivatives will perform during periods of unusual price volatility or instability, market illiquidity, or credit distress.  The primary risks associated with the use of derivatives are model risk, market risk and counterparty risk.

 

The Fund’s investments in uncleared OTC derivatives are subject to greater risk of counterparty default and less liquidity than exchange-traded derivatives, although derivatives traded on regulated exchanges or execution facilities are subject to risk of failure of the exchange or facility on which they are traded and the clearinghouse through which they are guaranteed.  Counterparty risk includes not only the risk of default and failure to pay mark-to-market amounts and return risk premium, if any, but also the risk that the market value of OTC derivatives will fall if the creditworthiness of the counterparties to those derivatives weakens.

 

In addition, there are increased risks associated with offshore OTC trading, including the risk that assets held by offshore brokers and unregulated trading counterparties may not benefit from the protection afforded to customer funds deposited with regulated FCMs or broker-dealers.

 

The prices of derivative instruments can be highly volatile.  Price movements of derivative instruments are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.  In addition, governments from time to time intervene, directly and by regulation, in certain markets.  This intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations.

 

There was substantial disruption in the derivatives markets related to the bankruptcies of Lehman Brothers Holdings, Inc. and MF Global Inc. and uncertainty relating to the government bailout of American International Group, Inc. This type of disruption and uncertainty can cause substantial losses if transactions are prematurely terminated, especially due to default when payment may be delayed or completely lost.  Uncertainties in the derivatives markets continue due to proposed regulatory initiatives, new regulations requiring OTC derivatives clearing, and allegations of inappropriate behavior by market participants to cause or avoid payments under credit default swaps.  See “Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges” in this section below.

 

Trading in Options

 

The Trading Advisor may trade options on futures contracts or options on F/X forward contracts.  Although successful options trading requires many of the same skills as successful futures and forward trading, the risks involved are different.  For example, the assessment of near-term market volatility, which is directly reflected in the price of outstanding options, can be of much greater significance in trading options than it is in many long-term futures strategies.  The use of

 

12



 

options can be extremely expensive if market volatility is incorrectly predicted.  A purchaser of options is exposed to the risk of loss of the entire premium paid; a seller, or writer, of call options is exposed to the risk of theoretically unlimited loss, and the seller of put options is exposed to the risk of substantial loss far in excess of the premium received.

 

Exchange of Futures for Physicals

 

The Trading Advisor may engage in exchange of futures for physical (“EFP”) transactions on behalf of the Fund.  As is the case with executing a transaction purely on an exchange or purely in the OTC market, EFP transactions, which are done partially on a futures exchange and partially in the OTC market, involve higher transaction costs.

 

Physical Commodities Trading

 

The Trading Advisor may engage in transactions that involve taking delivery of physical commodity assets such as agricultural commodities, freight, coal, oil, gas and electric power.  These investments are subject to risks that are not typically directly applicable to other financial instruments, such as:  destruction; loss; industry-specific regulation, such as pollution control regulation; operating failures; and work stoppages.

 

Physical commodities trading, as opposed to commodity futures trading, is substantially unregulated, and if the Fund engages in this type of trading, it will not be assured the same access to these markets as it might have in a regulated context.

 

Exchange Rate Risks; Currency Hedging

 

The Fund may invest and trade in currencies for speculative and/or hedging purposes.  In addition, the Units are denominated, and the Fund values its assets in U.S. dollars and the Fund may trade and invest in assets denominated in non-U.S. currencies.

 

Currency-related investments are subject to the risk that the value of a particular currency will change in relation to the U.S. dollar, and the exchange rates of currencies may be highly volatile.  Among the factors that may affect currency values are direct government intervention, which is often intended specifically to change currency values, trade balances, the level of short-term interest rates, differences in the relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments.

 

While the Trading Advisor may from time to time hedge a certain amount of risks associated with currency trading, it is under no obligation to do so.  Even if it chooses to do so, it is not economically feasible and often simply not possible to fully or effectively hedge exchange-rate risks.  In a number of cases, otherwise highly successful investment funds have incurred significant, and in certain instances total, losses due to the decline in the value of the currencies in which their investments were denominated or in which they were invested for speculative purposes.

 

Off-Balance Sheet Risk

 

The Fund may invest in financial instruments with off-balance sheet risk.  These instruments include futures and forward contracts, swaps and options contracts sold short.  In entering into these contracts, there exists a market risk that the contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in the contracts becoming less valuable.  An off-balance sheet risk is associated with a financial instrument if it exposes the investor to a loss in excess of the investor’s recognized asset carrying value in the financial instrument, if any, or if the ultimate liability associated with the financial instrument has the potential to exceed the amount that the investor recognizes as a liability in the investor’s statement of assets and liabilities.

 

In the past few years regulators have alleged that certain interest rate benchmarks that underlie various swap agreements had been manipulated for several years and multiple banks involved in setting such benchmarks are currently under investigation for this manipulation.  Certain of these banks have been fined by, or entered into civil and criminal settlements with, various international regulators, including the U.S. Department of Justice, CFTC, and U.K. Financial Conduct Authority.  In entering into swap agreements, the Fund relies on the integrity of interest rates and other benchmarks.  If the level of these benchmarks is artificially influenced by market participants, the Fund could suffer losses.

 

13



 

Increased Assets Under Management

 

There appears to be a tendency for the rates of return achieved by managed futures advisors to decline as assets under management increase.  The Trading Advisor has not agreed to limit the amount of additional equity which it may manage and may be at or near its all-time high in assets under management.

 

The aggregate capital committed to the managed futures sector in general is also near its all-time high.  The more capital that is traded in these markets, or that is committed to any one particular strategy, the greater the competition for a finite number of positions and the less the profit potential for all strategies or for any particular strategy.

 

Dependence on Key Individuals

 

The success of the Fund is significantly dependent upon the expertise of one or more of the Trading Advisor’s principals.  The loss of any one of these principal’s services may have a substantial impact on the performance of the Fund and may result in liquidation of the Fund which, if made at an inopportune time, may result in losses for the Fund.

 

Trading Advisor Risk

 

The Fund is subject to the risk of the bad judgment, negligence or misconduct of the Trading Advisor.  There have been a number of instances in recent years in which private investment funds have incurred substantial losses due to manager misconduct.

 

Redemptions by Other Trading Advisor Fund Investors

 

Investors in other funds or accounts implementing the Trading Program or similar strategies may be able to redeem their investments more frequently or on less prior notice than Investors in the Fund.  Redemptions by investors in these funds or withdrawals from accounts that have less restrictive redemption terms could have a material adverse impact on the Fund’s portfolio and could disadvantage investors in certain circumstances.

 

Trade Execution Risk

 

The Trading Advisor may use executing brokers unaffiliated with BofA Corp.  In the event of a trading error, the Fund may have no effective remedy against these executing brokers.

 

Changes in Trading Program

 

The Trading Advisor may make material changes to the Trading Program without the knowledge of MLAI.  It is virtually impossible for MLAI to detect these changes, particularly given the confidential, proprietary, “systematic” and/or quantitative nature of the Trading Program strategies, customarily referred to as “black box strategies.”

 

Illiquid Markets

 

Certain positions held by the Fund may become illiquid, preventing the Trading Advisor from acquiring positions otherwise indicated by the Trading Program or making it impossible for the Trading Advisor to close out positions against which the market is moving.

 

Most U.S. futures exchanges limit fluctuations in some futures contract prices during a single day by regulations referred to as “daily price limits.”  During a single trading day no trades may be executed in these contracts at prices beyond the daily price limit.  Once the price of a futures contract has increased or decreased to the limit point, positions can be neither taken nor liquidated.  Futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading.  Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses.  Also, the CFTC or exchanges may suspend or limit trading.  Trading on non-U.S. exchanges may also be subject to price fluctuation limits and subject to periods of significant illiquidity.  Trading in the F/X Markets and other OTC markets is not subject to daily limits, although OTC trading is also subject to periods of significant illiquidity.

 

14



 

Possible Effects of Speculative Position Limits

 

The CFTC and U.S. commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options on futures contracts traded on U.S. commodities exchanges.  All proprietary or client accounts owned or managed by the Trading Advisor are combined for purposes of calculating position limits.  The Trading Advisor could be required to liquidate positions held for the Fund, or may not be able to fully implement the Trading Program, in order to comply with such limits, even though the positions attributable to the Fund do not themselves trigger the position limits or are a small portion of the aggregate positions directed by the Trading Advisor.  Position limits could force the Fund to liquidate profitable positions, result in a tracking error between the Fund’s portfolio and the Trading Advisor’s standard trading program and cause the Fund to incur substantial transaction costs.

 

In October 2011, the CFTC adopted rules that, among other things, established a separate position limits regime for 28 so-called “exempt,” i.e., metals and energy, and agricultural futures and options contracts and their economically equivalent swap contracts.  Position limits in spot months were generally set at 25% of the official estimated deliverable supply of the underlying commodity while position limits related to non-spot months were generally set at 10% of open interest in the first 25,000 contracts and 2.5% of the open interest thereafter.  Those proposed speculative position limits were vacated by a United States District Court, but the CFTC has proposed a new set of speculative position limits which are not yet finalized.  If the current proposal is approved, the size or duration of positions available to the Fund may be further limited.

 

In addition, Dodd-Frank significantly expands the CFTC’s authority to impose position limits with respect to futures contracts, options on futures contracts, swaps that are economically equivalent to futures or options on futures, swaps that are traded on a regulated exchange and certain swaps that perform a significant price discovery function.

 

MLAI is subject to CFTC-imposed position limits through its control of the Fund, and will have to aggregate positions of certain FuturesAccess Funds in determining whether the position limits are reached.  The CFTC’s current position limit proposal would, if implemented in substance, in addition to expanding the contracts subject to CFTC-imposed position limits, narrow certain exemptions from the aggregation requirements, making it more likely that a party such as MLAI hiring multiple trading advisors may be required to aggregate the positions controlled by the various trading advisors.  Although MLAI may claim an exemption from the aggregation requirements for the majority of FuturesAccess Funds, the aggregation of positions of certain FuturesAccess Funds may be required.  If aggregation is required in the Fund’s case, the Trading Advisor may not be able to implement the Trading Program for the Fund in the same manner as for its other clients, causing the Fund to underperform other accounts utilizing the Trading Program, or the Fund may have to liquidate trading positions when the Trading Advisor would otherwise not advise doing so, resulting in losses to the Fund.

 

Any of the regulations discussed above could adversely affect the Fund in certain circumstances.

 

Trading on Non-U.S. Exchanges

 

The Trading Advisor may trade on futures exchanges outside the United States on behalf of the Fund.  Trading on non-U.S. exchanges is not regulated by any U.S. government agency and may involve certain risks not applicable to trading on U.S. exchanges.

 

For example, some non-U.S. exchanges, in contrast to U.S. exchanges, are “principals’ markets” similar to the forward markets in which performance is the responsibility only of the individual member with whom the Fund has entered into a futures contract and not of any exchange or clearinghouse.  In these cases, the Fund will be subject to the risk of the inability or refusal to perform with respect to the individual member with whom the Fund has entered into a futures contract.

 

Trading on non-U.S. exchanges may involve the additional risks of expropriation, burdensome or confiscatory taxation (including taxes on specific trading activities), moratoriums, exchange or investment controls and political or diplomatic disruptions, each of which might materially adversely affect the Fund’s trading activities.  The Fund could incur substantial losses trading on non-U.S. exchanges to which it would not have been subject had the Trading Advisor limited its trading to U.S. markets.

 

The U.S. tax treatment of non-U.S. futures trading may be adverse compared to the tax treatment of U.S. futures trading.  The profits and losses derived from trading non-U.S. futures and options will generally be denominated in non-U.S. currencies.  Consequently, the Fund will be subject to exchange-rate risk in trading those contracts.

 

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Foreign Exchange Controls

 

Governments in non-U.S. markets may impose F/X controls at will, making it impossible to convert local currency into other currencies.  Should the Fund trade on futures exchanges outside the United States or otherwise invest in non-U.S. markets, these controls may effectively prevent Fund capital from being removed from a country where its futures contracts and other investments are traded.  In addition, certain countries do not have fully convertible currencies as a matter of policy, adding cost or delay to the trading of currency investments by the Fund.  The imposition of currency controls by a non-U.S. government may negatively affect performance and liquidity in the Fund as capital becomes trapped in that country.

 

Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges

 

The Fund is exposed to the risk that the bankruptcy or insolvency of its trading counterparties and other entities holding Fund assets — such as broker-dealers, FCMs, futures exchanges, clearinghouses, banks or other financial institutions, particularly MLPF&S, MLI and their affiliates — could result in all or a substantial portion of the Fund’s assets being lost permanently or impounded for a matter of years pending the final disposition of legal proceedings.  A bankruptcy or insolvency of this kind, or the threat of one, may cause MLAI to decide to liquidate the Fund or suspend, limit or otherwise alter trading, perhaps causing the Fund to miss significant profit opportunities.

 

MLAI has historically preferred BofA Corp. affiliates in clearing and prime brokerage relationships, and as a result has maintained the vast majority of its cash in futures brokerage accounts with its affiliates.  This policy exposes the Fund to the specific credit risk of these BofA Corp. affiliates because balances in these accounts are not subject to FDIC or other form of deposit insurance against loss from failure of the BofA Corp. affiliate.  Balances maintained with clearing brokers are, however, subject to the protections for customer segregated, cleared swaps customer accounts and secured accounts discussed below.

 

MLAI’s policy that the Trading Advisor use MLPF&S and MLI may increase the risks of insolvency described above by preventing the diversification of brokers and counterparties used by the Fund.

 

MLAI may have limited control over the selection of counterparties by the Fund.  The Fund also may not be restricted from dealing with any particular counterparty, regulated or unregulated, or from concentrating any or all of its transactions with a single counterparty or limited number of counterparties or from initially transacting, clearing or brokering with a non- BofA Corp. broker and from “giving up” those trades to MLPF&S or MLI.  In addition, to the extent assets are held at entities other than MLPF&S and MLI, the Sponsor may have limited ability to assess the extent to which the Trading Advisor maintains the Fund’s assets in unregulated accounts subject to the bankruptcy of the counterparties holding such assets.

 

The following paragraphs discuss the various uses of the Fund’s assets and the risks of loss — in addition to losses from trading — associated with each use.

 

Margin for Commodities Trading.  Although MLAI believes that MLPF&S is appropriately capitalized to function as the Fund’s FCM, cash posted as margin for commodities trading with MLPF&S is nevertheless subject to the risk of insolvency of MLPF&S.  The Fund maintains cash deposits with MLPF&S in segregated accounts, which are required by CFTC regulations to be separate from its proprietary assets for futures and options trading on U.S. exchanges.  Funds held in segregated accounts are intended to be readily identifiable as customer funds in the event of MLPF&S’s bankruptcy and are expected to be reserved for distribution to customers of MLPF&S.  If MLPF&S did not comply with the segregation requirement, however, the assets of the Fund might not be fully protected.  Even given proper segregation, the Fund may be subject to a risk of loss of its funds because, although CFTC regulations require that FCMs invest customer funds only in certain types of interest bearing financial instruments, these instruments are still subject to credit and market risk.  As a result, if the instruments in which customer segregated funds are invested lose value, there would be a shortfall in customer segregated funds held by MLPF&S in the event of MLPF&S’s insolvency.

 

In addition, there may be a shortfall in customer segregated funds held by MLPF&S in the event of a substantial default by one or more of MLPF&S’s other customers.  If MLPF&S becomes insolvent, only a pro rata share of all property available for distribution to all of MLPF&S’s customers would be recovered, whether or not another customer also defaults and even if this property is held in segregated accounts.

 

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In addition, if BofA Corp. directly or indirectly owns 10% or more of the Fund, which would typically result from BofA Corp. providing seed capital to the Fund to help ensure that the Fund has enough capital to commence trading activities, the Fund’s account at MLPF&S would be considered a “proprietary account” under CFTC regulations and the Fund’s assets, including assets used to margin U.S. exchange-traded futures and options, would not be protected as “customer funds.”  If MLPF&S became insolvent at a time when the Fund’s assets on deposit with MLPF&S were not considered customer funds, the Fund would likely lose significantly more as a result of the bankruptcy than would otherwise be the case.  Where BofA Corp. provides seed capital it also establishes a regular redemption schedule providing for withdrawal of the capital when the Fund capitalization reaches a certain level.  Once BofA Corp.’s ownership of a FuturesAccess Fund falls below 10%, the account of the FuturesAccess Fund will be considered a customer account rather than a proprietary account.

 

MLPF&S is required by CFTC regulations to maintain in a secured account the amount required to margin futures and options positions established on non-U.S. futures exchanges in order to protect customer funds in the event of MLPF&S’s bankruptcy.  While the secured account requirement relating to trading non-U.S. futures exchanges is similar in some respects to the segregation requirement relating to trading on U.S. futures exchanges, they are not identical and there are special risks associated with funds maintained in a secured account.  Funds held in a secured account may be commingled with funds of non-U.S. persons and, because they are by necessity held in a non-U.S. jurisdiction, are subject to different insolvency laws and customer protection regulations, which may be less favorable than U.S. laws and regulations.  Moreover, funds transferred from a secured account to a non-U.S. FCM, exchange or clearing agency to margin trading on non-U.S. futures exchanges are not subject to the same limitations on permissible investments as funds held by U.S. FCMs.  In addition to these special risks, funds held in a secured account are subject to risks comparable to those applicable to funds in a segregated account, namely that MLPF&S will not comply with the relevant regulations, that investments in the account will decline in value, of a shortfall in the event of the default by another customer, and that, if, BofA Corp. owns 10% or more of the Fund, the Fund’s assets will not be protected as “customer funds.”

 

If the Fund deposits assets with a particular entity and those assets are not held in segregation or in a secured account as “customer funds” for any of the reasons discussed above, in the event of the entity’s insolvency the Fund could be a general creditor of the entity even with regard to property specifically traceable to the Fund’s account.  As a result, the Fund’s claim would be paid along with the claims of other general creditors and the Fund would be subject to the loss of its entire deposit with the party.

 

To the extent the Fund enters into cleared swap transactions, the Fund will deposit collateral with MLPF&S in cleared swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps transactions.  Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds but provide certain additional protections to cleared swaps collateral in the event of an FCM or FCM customer default.  For example, in the event of a default of both the FCM and a customer of the FCM, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally commingled) account of the defaulting cleared swap customer of the FCM, as opposed to the treatment of customer segregated funds, under which the clearing house may access all of the commingled customer segregated funds of a defaulting FCM.

 

Collateral for OTC Transactions.  Cash pledged as collateral with MLI or any other OTC prime broker for uncleared OTC trades is subject to the risk of the insolvency of the prime broker.  Unlike cash posted as margin for commodities trading on regulated exchanges, cash margin for OTC trades is not required to be segregated or held in a secured account.  With respect to cleared OTC trades, the Fund will not face a clearinghouse directly, but rather will do so through MLI or any other OTC prime broker that is registered with the CFTC and that acts as a clearing member.  The Fund may face the indirect risk of the failure of another clearing member customer to meet its obligations to its clearing member.  Such scenario could arise due to a default by the clearing member on its obligations to the clearinghouse triggered by a customer’s failure to meet its obligations to the clearing member.

 

Bank Deposits.  The vast majority of the cash deposited with banks would be in excess of the limits on federal insurance for deposits, and thus not insured by the FDIC, and would be subject to the risk of bank failure.  Only up to $250,000 held in the interest bearing demand deposit accounts is insured under the FDIC’s general deposit insurance rules.

 

Cash in Securities Brokerage Accounts.  Cash in securities brokerage accounts with MLPF&S is subject to the risk of insolvency of MLPF&S.  While brokers are required to keep customer cash in a special reserve account for the benefit of customers, it is possible that a shortfall could exist in this account, in which case the Fund, along with other customers, would suffer losses.  The Securities Investor Protection Corporation provides protection against these losses, up to

 

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a limit, but the cash deposited by the Fund in a securities brokerage account would far exceed the limit.

 

Direct Investments.  Fund investments in U.S. government securities are backed by the full faith and credit of the U.S. government.  To the extent the Fund makes investments in non-government securities it would be subject to a risk of loss that depended on the type of security.

 

Historical events underscore the risks described above.  Significant losses incurred by many investment funds in relation to the bankruptcy and/or administration of Lehman Brothers Holdings Inc. and its affiliates illustrate the risks incurred in both derivatives trading and custody/brokerage arrangements.  The bankruptcy liquidation of MF Global Inc. also demonstrates that even customer funds subject to segregation requirements may be difficult for an FCM to locate, and customer funds held by an FCM in bankruptcy may not be distributed promptly and may be subject to a lengthy claims process.

 

Insolvency of Dual-Registered Entities

 

MLPF&S is registered as both an FCM with the CFTC and as a broker-dealer with the SEC.  Other counterparties and entities holding Fund assets may also be entities registered with both the CFTC and the SEC.  In the event of an insolvency of a dual-registered entity, the distribution of CFTC regulated customer funds would be governed by the CFTC’s bankruptcy rules and Chapter 7 of the U.S. Bankruptcy Code, while the distribution of SEC regulated customer funds would be governed by the Securities Investor Protection Act of 1970 and applicable provisions of the U.S. Bankruptcy Code.  Uncertainty exists regarding the application of the two separate insolvency regimes to the insolvency of a single entity.

 

Risk of Loss Due to Trading Errors and the Failure of Trading Systems

 

The Fund is subject to the risk of failures or inaccuracies in the trading systems of the Trading Advisor. Trades for the Fund may be placed or executed in error due to technical errors such as coding or programming errors in software, hardware problems and inaccurate pricing information provided by third parties or execution errors such as keystroke, typographic or inadvertent drafting errors.  Many exchanges have adopted “obvious error” rules that prevent the entry and execution of trades more than a specified amount away from the current best price on the exchange.  However, these rules may not be in place on the exchanges on which the Trading Advisor trades on behalf of the Fund and may not be enforced even if in effect.  These rules likely would not prevent the entry and execution of a trade entered close to the market price but at the wrong size.

 

The Fund is subject to the risk of the unavailability or failure of the computer systems of the exchanges on which the Trading Advisor trades.  Any such errors or failures could subject the Fund to substantial losses.

 

Government Intervention; Market Disruptions

 

The global financial markets have in the past several years experienced pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention.  Government intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability, at least on a temporary basis, to continue to implement certain strategies or manage the risk of their outstanding positions.  In addition, as one would expect given the complexities of the financial markets and the limited time frame within which governments have taken action, these interventions typically have been difficult to interpret and unclear in scope and application, resulting in confusion and uncertainty.  This confusion and uncertainty in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies.

 

The Fund may incur substantial losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted, the availability of credit is restricted or the ability to trade or invest capital, including exiting existing positions, is otherwise impaired.  The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving.  The financing available to private investment funds, such as the Fund, from banks, dealers and other counterparties is typically reduced in disrupted markets.  Any reduction may result in substantial losses to the Fund.  Market disruptions may from time to time cause dramatic losses for the Fund and these events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

 

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Regulatory Changes Could Restrict the Fund’s Operations

 

The Fund implements speculative, highly leveraged strategies.  From time to time there is governmental scrutiny of these types of strategies and political pressure to regulate their activities.  The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading.  The regulation of futures, swaps, forward and options transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action.  In addition, as described in further detail above under “Possible Effects of Speculative Position Limits,” the U.S. Congress and the CFTC have expressed the concern that speculative traders, and commodity funds in particular, may be responsible for unwarranted and dramatic swings in the prices of commodities and the CFTC enacted position limits designed to address such speculative trading.  Non-U.S. governments have from time to time blamed the declines of their currencies on speculative currency trading and imposed restrictions on speculative trading in certain markets.

 

Regulatory changes could adversely affect the Fund by restricting the markets in which it trades, otherwise limiting its trading and/or increasing the taxes to which investors are subject.  Adverse regulatory initiatives could develop suddenly and without notice.

 

Dodd-Frank includes provisions that substantially increase the regulation of the OTC derivatives markets.  Regulations implementing Dodd-Frank will ultimately require that a substantial portion of derivatives currently traded over the counter be executed in regulated markets and/or be submitted for clearing to regulated clearinghouses.  Those OTC derivatives may include OTC F/X forwards and swaps which may be traded by the Fund.

 

Although the U.S. Treasury has the discretion to exclude deliverable F/X forwards and swaps from certain of the new regulatory requirements, it has done so to date only in limited circumstances.  Forwards and swaps that are not so excluded may be required by Dodd-Frank to be centrally cleared or traded on a regulated market.  Dodd-Frank may also require other OTC derivatives traded by the Fund, if any, to be centrally cleared or traded on a regulated market.  This may subject the Fund, the Trading Advisor, MLAI and/or the Fund’s counterparties to additional regulatory requirements.  Certain of these regulatory requirements could affect the Fund, the Trading Advisor or MLAI directly, while others could impact the Fund, the Trading Advisor or MLAI indirectly due to the impact of the requirements on the Fund’s counterparties.  For example, OTC derivative dealers are now required to be registered with the CFTC (and ultimately will be required to register with the SEC) and are subject to new minimum capital and margin requirements, business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest and other regulatory burdens.  These new regulatory burdens have and will continue to increase the counterparties’ costs, which are generally passed through to other market participants such as the Fund in the form of higher fees, including clearing account maintenance fees, and less favorable dealer marks.  They may also render certain strategies in which the Trading Advisor might otherwise engage impossible, or so costly that they will no longer be economical, to implement.

 

The CFTC also now requires certain derivative transactions that were previously executed on a bi-lateral basis in the OTC markets to be executed through a regulated futures exchange or swap exchange facility. These requirements may make it more difficult and costly for investment funds, including the Fund, to enter into highly tailored or customized transactions.  They may also render certain strategies in which the Fund might otherwise engage impossible or so costly that they will no longer be economical to implement. If the Fund decides to execute derivatives transactions through these exchanges or execution facilities—and especially if it decides to become a direct member of one or more of these exchanges or execution facilities—the Fund would be subject to the rules of the exchange or execution facility, which would bring additional risks and liabilities, and potential requirements under applicable regulations and under rules of the relevant exchange or execution facility.  Even if the Fund indirectly participates in an exchange or execution facility, the Fund and/or the Trading Advisor may be required to consent to the exchange’s or execution facility’s jurisdiction and to the relevant rulebook, which could subject it to a wide range of regulations and other obligations, together with associated costs.  Like any other self-regulatory organization, exchanges and execution facilities regularly revise and interpret their rules, and such revisions and interpretations could adversely affect the Fund.

 

Although Dodd-Frank requires certain OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, some of the derivatives that may be traded by the Fund may not be centrally cleared.  The risk of counterparty non-performance can be significant in the case of these OTC instruments, and bid-ask spreads may be unusually wide in these heretofore substantially unregulated markets.  While Dodd-Frank is intended in part to reduce these risks, its success in this respect may not be evident for some time after Dodd-Frank is fully implemented, a process that may take several years.  In addition, while Dodd-Frank’s requirement that certain swaps be

 

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traded on a regulated market is intended to improve transparency in the market for these swaps, and may for more liquid swaps decrease trading costs, it may actually increase trading costs for less liquid swaps.

 

While Dodd-Frank is intended to bring more stability and lower counterparty risk to derivatives markets by requiring central clearing of certain standardized derivatives trades, not all of the Fund’s trades will be subject to a clearing requirement because the trades are grandfathered or because they are bespoke, or because they are within a class that is not currently subject to mandatory clearing.  Furthermore, it is yet to be seen whether Dodd-Frank will be effective in reducing counterparty risk or if such risk may actually increase as a result of market uncertainty, mutuality of loss to clearinghouse members, or other reasons.

 

The overall impact of Dodd-Frank on the Fund remains highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime, along with additional, sometimes overlapping, regulatory requirements imposed by non-U.S. regulators.

 

The “Volcker Rule” component of the Dodd-Frank materially restricts proprietary speculative trading by banks, “bank holding companies” and other regulated entities.  As a result, there has been a significant influx of new portfolio managers into private investment funds who had previously traded institutional proprietary accounts.  Such influx can only increase the competition for the Fund from other talented portfolio managers trading in the Fund’s investment sector.

 

On August 16, 2012, the European Market Infrastructure Regulation (“EMIR”) entered into force.  EMIR introduces certain requirements in respect of derivative contracts, which applies primarily to “financial counterparties” (“FCs”) such as European Union (“E.U.”) authorized investment firms, credit institutions, insurance companies, funds regulated under the E.U. Undertakings for Collective Investment in Transferable Securities Directives, referred to as “UCITS,” and alternative investment funds managed by alternative investment fund managers authorized under the Alternative Fund Managers Directive, and “non-financial counterparties” (“NFCs”), which are entities established in the E.U. that are not financial counterparties.  NFCs whose transactions in OTC derivative contracts exceed EMIR’s prescribed clearing threshold (“NFC+s”) are generally subject to more stringent requirements under EMIR than NFCs whose transactions in OTC derivative contracts do not exceed such clearing threshold (“NFC-s”).

 

Broadly, EMIR’s requirements in respect of derivative contracts are (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts; and (iii) reporting and record-keeping requirements in respect of all derivative contracts.

 

As FCs and NFCs are required to comply with EMIR’s risk mitigation obligations regardless of the identity of their counterparties, non-E.U. counterparties such as the Fund are likely to become indirectly subject to such requirements when they transact with E.U. counterparties, which will require compliance by their non-E.U. counterparties in order to satisfy their own obligations under EMIR.  E.U. FCs or NFC+s which transact with a non-E.U. counterparty that would be classed as an FC or an NFC+ if it had been established in the E.U. will also be required to ensure that certain specified OTC derivative contracts are cleared through a duly authorized central counterparty.  Secondary legislation has been published subjecting certain index credit default swaps, along with certain interest rate derivative contracts denominated in EUR, GBP, JPY, USD, NOK, PLN and SEK, to the clearing obligation.  Mandatory clearing for these classes of derivatives is now in the process of being phased in by class of counterparty.

 

The majority of risk mitigation obligations under EMIR (such as the obligation to reconcile portfolios and confirm transactions in a timely fashion) are already in force, while the requirement to exchange collateral will apply from March 1, 2017 for the majority of counterparties (when the obligation to exchange variation margin commences).  Exchange of initial margin is subject to a longer phase-in timeline.

 

The E.U. regulatory framework and legal regime relating to derivatives is set not only by EMIR but also by a new Directive and Regulation containing a package of reforms to the existing Markets in Financial Instruments Directive (Directive 2004/39/EC), collectively referred to as “MiFID II”.  MiFID II was published on June 12, 2014 in the Official Journal of the European Union but the majority of MiFID II’s provisions will only become effective on January 3, 2018.  In particular, MiFID II is expected to require transactions between FCs and NFC+s in sufficiently liquid OTC derivatives to be executed on a trading venue which meets the requirements of the MiFID II regime.  This trading obligation will also extend to FCs and NFC+s which trade with third country counterparties that would be classed as FCs or NFC+s if they were established in the E.U.

 

It is difficult to predict the full impact of these regulatory developments on the Fund. Prospective investors should be aware that the regulatory changes arising from EMIR and MiFID II may in due course significantly raise the costs of entering into derivative contracts and may adversely affect the Fund’s ability to engage in transactions in derivatives.

 

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Banking Regulation

 

BofA Corp. is subject to certain U.S. banking laws, including the Bank Holding Company Act of 1956 (the “BHCA”), and to regulation by the Board of Governors of the Federal Reserve System.  If BofA Corp. directly, or indirectly through its subsidiaries, makes capital contributions to the Fund in an aggregate amount such that BofA Corp. may be deemed to control the Fund for purposes of the BHCA, or if BofA Corp. is otherwise deemed to control the Fund for purposes of the BHCA, the Fund may be subject to certain investment and other limitations.

 

In addition to the changes in the regulation of U.S. markets described above, it is impossible to predict what additional interim or permanent governmental regulations, restrictions or limitations may be imposed, whether in the U.S. or non-U.S. markets, on, for example:  (x) the markets in which the Fund invests and the strategies of the Fund; and (y) BofA Corp. Such measures could have a material and adverse effect on the Fund, including expenses that result from increased compliance requirements.

 

Concerns Regarding the Downgrade of the U.S. Credit Rating, the Sovereign Debt Crisis in Europe and Brexit

 

On August 5, 2011, Standard & Poor’s lowered its long term sovereign credit rating on the United States of America from AAA to AA+.  This downgrade or future downgrades by Standard & Poor’s or other credit rating agencies could have material adverse effects on financial markets and economic conditions in the United States and throughout the world and, in turn, the market’s anticipation of these impacts could have a material adverse effect on the investments made by the Fund and thereby the Fund’s financial condition and liquidity.  The ultimate impact on global markets and the Fund’s business is unpredictable.

 

Global markets and economic conditions have been negatively affected by the ability of E.U. member states to service their sovereign debt obligations.  The continued uncertainty over the outcome of the E.U.’s financial support programs and financial troubles could have an adverse effect on the Fund.

 

On June 23, 2016, the U.K. held an “in-or-out referendum” on the U.K.’s membership of the E.U., the result of which favored the exit of the U.K. from the E.U. (“Brexit”).  The U.K. has the largest financial services sector in the E.U. A process of negotiation will determine the future terms of the U.K.’s relationship with the E.U. which could take many forms.  In the meantime, the U.K. remains a member of the E.U.  The potential impact of Brexit on the Fund is currently unclear.  Depending on the terms of Brexit, economic conditions in the U.K., the rest of the E.U. and global markets may be adversely affected by reduced economic growth and volatility.  The uncertainty before, during and after the period of negotiation could also have a negative economic impact and increase volatility in the financial markets, particularly (but not exclusively) in the E.U.  Such volatility and negative economic impact could, in turn, adversely affect the net asset value, and trading of the Fund.  Further items that may be affected by Brexit may include the regulatory environment in which the Trading Advisor or the Fund operates/trades in.  It is possible that Brexit will stimulate further calls for referenda and political instability among member states of the E.U. and in the U.K. itself with attendant risks.

 

Cybersecurity Risk

 

With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security and related risks.  In general, cyber incidents can result from deliberate attacks or unintentional events.  Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems, for example, through “hacking” or malicious software coding, for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.  Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites, i.e., efforts to make network services unavailable to intended users.  Cyber incidents affecting  MLAI, the administrator and other service providers (including, but not limited to, the Fund’s accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and affect business operations, potentially resulting in financial losses, interference with the Fund’s ability to value securities or other investments, impediments to trading, the inability of investors to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs.  Similar adverse consequences could result from cyber incidents affecting the Trading Program, counterparties with which the Trading Advisor engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for investors) and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.  While MLAI and the Fund’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents,

 

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there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified.  Furthermore, neither MLAI nor the Fund can control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund or its investors.  The Fund and investors could be harmed as a result.

 

Item 1B: Unresolved Staff Comments

 

Not applicable.

 

Item 2:        Properties

 

The Fund does not use any physical properties in the conduct of its business.

 

The Fund’s offices are the administrative offices of MLAI (Merrill Lynch Alternative Investments LLC, 250 Vesey Street, 11th Floor, New York, New York, 10281).  MLAI performs administrative services for the Fund from MLAI’s offices.

 

Item 3:        Legal Proceedings

 

None.

 

Item 4:        Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5:        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a)                                 Market Information:

 

There is no established public trading market for the Units. Investors in the Fund generally may redeem any or all of their Units at Net Asset Value, in whole or fractional Units, 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 submitting a redemption request by the “Subscription/Redemption Notice Date,” which is eight business days prior to the 1st and 16th of every month.  MLAI may eliminate investors’ mid-month redemption right at any time.  The Net Asset Value of redeemed Units is determined as of the Redemption Date.  Investors will remain exposed to fluctuations in Net Asset Value during the period between submission of their redemption request and the applicable Redemption Date.

 

(b)                              Holders:

 

As of December 31, 2016, there 2,035 holders of Units.

 

(c)                                  Dividends:

 

MLAI has not made and does not contemplate making any distributions on the Units.

 

(d)                                 Securities Authorized for Issuance Under Equity Compensation Plans:

 

Not applicable.

 

(e)                                  Performance Graph:

 

Not applicable.

 

(f)                                   Recent Sales of Unregistered Securities:

 

Not applicable.

 

22



 

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(a)(2) of the Securities Act and Rule 506 thereunder.  The selling agent of the Units is MLPF&S.

 

The Fund’s sales of unregistered securities are as follows for each Class of Units:

 

CLASS A

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

1/01/2016

 

$

103,125

 

55,740

 

$

1.8330

 

1/16/2016

 

117,800

 

60,435

 

1.9322

 

2/01/2016

 

103,950

 

54,722

 

1.8827

 

2/16/2016

 

705,775

 

364,968

 

1.9169

 

3/01/2016

 

98,050

 

50,510

 

1.9244

 

3/16/2016

 

 

 

1.8487

 

4/01/2016

 

783,000

 

420,222

 

1.8465

 

4/16/2016

 

 

 

1.8329

 

5/01/2016

 

90,280

 

50,980

 

1.7545

 

5/16/2016

 

113,725

 

64,518

 

1.7463

 

6/01/2016

 

9,850

 

5,675

 

1.7194

 

6/16/2016

 

 

 

1.7459

 

7/01/2016

 

29,625

 

16,368

 

1.8024

 

7/16/2016

 

24,750

 

13,755

 

1.7918

 

8/01/2016

 

 

 

1.8132

 

8/16/2016

 

44,300

 

24,355

 

1.8113

 

9/01/2016

 

 

 

1.7594

 

9/16/2016

 

 

 

1.7061

 

10/01/2016

 

9,875

 

5,575

 

1.7636

 

10/16/2016

 

53,999

 

31,535

 

1.7046

 

11/01/2016

 

641,250

 

378,252

 

1.6875

 

11/16/2016

 

821,375

 

494,745

 

1.6525

 

12/01/2016

 

69,300

 

41,420

 

1.6657

 

12/16/2016

 

44,351

 

25,824

 

1.7099

 

01/01/2017

 

24,375

 

14,653

 

1.6560

 

01/16/2017

 

 

 

1.6689

 

02/01/2017

 

 

 

1.6461

 

 

CLASS C

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

1/01/2016

 

$

460,000

 

275,928

 

$

1.6517

 

1/16/2016

 

172,000

 

97,972

 

1.7403

 

2/01/2016

 

229,000

 

133,895

 

1.6947

 

2/16/2016

 

483,000

 

277,538

 

1.7248

 

3/01/2016

 

493,000

 

282,311

 

1.7308

 

3/16/2016

 

302,000

 

180,030

 

1.6620

 

4/01/2016

 

195,000

 

116,432

 

1.6594

 

4/16/2016

 

263,000

 

158,291

 

1.6460

 

5/01/2016

 

88,000

 

55,332

 

1.5750

 

5/16/2016

 

65,000

 

41,077

 

1.5670

 

6/01/2016

 

430,000

 

276,083

 

1.5420

 

6/16/2016

 

160,000

 

101,221

 

1.5652

 

7/01/2016

 

138,000

 

85,038

 

1.6160

 

7/16/2016

 

 

 

1.6057

 

8/01/2016

 

150,000

 

91,962

 

1.6242

 

8/16/2016

 

60,000

 

36,837

 

1.6219

 

9/01/2016

 

35,000

 

22,129

 

1.5748

 

9/16/2016

 

 

 

1.5264

 

10/01/2016

 

110,000

 

69,436

 

1.5772

 

10/16/2016

 

 

 

1.5239

 

11/01/2016

 

45,000

 

29,703

 

1.5079

 

11/16/2016

 

60,000

 

40,459

 

1.4759

 

12/01/2016

 

15,000

 

10,041

 

1.4866

 

12/16/2016

 

192,000

 

125,268

 

1.5254

 

01/01/2017

 

50,000

 

33,693

 

1.4766

 

01/16/2017

 

 

 

1.4874

 

02/01/2017

 

146,000

 

99,043

 

1.4664

 

 

23



 

CLASS D

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

1/01/2016

 

$

 

 

$

2.1909

 

1/16/2016

 

 

 

2.3107

 

2/01/2016

 

 

 

2.2529

 

2/16/2016

 

 

 

2.2952

 

3/01/2016

 

 

 

2.3056

 

3/16/2016

 

 

 

2.2163

 

4/01/2016

 

 

 

2.2150

 

4/16/2016

 

 

 

2.1995

 

5/01/2016

 

 

 

2.1069

 

5/16/2016

 

 

 

2.0983

 

6/01/2016

 

 

 

2.0672

 

6/16/2016

 

 

 

2.1005

 

7/01/2016

 

 

 

2.1704

 

7/16/2016

 

 

 

2.1590

 

8/01/2016

 

 

 

2.1862

 

8/16/2016

 

 

 

2.1854

 

9/01/2016

 

 

 

2.1242

 

9/16/2016

 

 

 

2.0611

 

10/01/2016

 

 

 

2.1320

 

10/16/2016

 

 

 

2.0620

 

11/01/2016

 

 

 

2.0427

 

11/16/2016

 

 

 

2.0014

 

12/01/2016

 

 

 

2.0183

 

12/16/2016

 

 

 

2.0732

 

01/01/2017

 

 

 

2.0080

 

01/16/2017

 

 

 

2.0249

 

02/01/2017

 

 

 

 

 

1.9986

 

 

CLASS I

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

1/01/2016

 

$

50,000

 

25,912

 

$

1.9115

 

1/16/2016

 

 

 

2.0155

 

2/01/2016

 

10,000

 

5,045

 

1.9641

 

2/16/2016

 

25,000

 

12,390

 

2.0002

 

3/01/2016

 

 

 

2.0084

 

3/16/2016

 

 

 

1.9297

 

4/01/2016

 

40,000

 

20,562

 

1.9278

 

4/16/2016

 

20,000

 

10,358

 

1.9137

 

5/01/2016

 

 

 

1.8324

 

5/16/2016

 

 

 

1.8241

 

6/01/2016

 

 

 

1.7962

 

6/16/2016

 

25,000

 

13,577

 

1.8243

 

7/01/2016

 

11,766

 

6,221

 

1.8836

 

7/16/2016

 

 

 

1.8728

 

8/01/2016

 

 

 

1.8955

 

8/16/2016

 

 

 

1.8940

 

9/01/2016

 

 

 

1.8401

 

9/16/2016

 

 

 

1.7846

 

10/01/2016

 

 

 

1.8451

 

10/16/2016

 

 

 

1.7830

 

11/01/2016

 

 

 

1.7654

 

11/16/2016

 

 

 

1.7287

 

12/01/2016

 

 

 

1.7422

 

12/16/2016

 

 

 

1.7888

 

01/01/2017

 

 

 

1.7327

 

01/16/2017

 

 

 

1.7464

 

02/01/2017

 

31,000

 

17,896

 

1.7229

 

 

CLASS M

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

1/01/2016

 

$

215,206

 

181,793

 

$

1.1726

 

1/16/2016

 

78,726

 

63,087

 

1.2366

 

2/01/2016

 

110,000

 

90,394

 

1.2056

 

2/16/2016

 

119,000

 

95,999

 

1.2283

 

3/01/2016

 

785,000

 

630,421

 

1.2340

 

3/16/2016

 

368,177

 

307,481

 

1.1870

 

4/01/2016

 

76,000

 

63,508

 

1.1868

 

4/16/2016

 

30,000

 

25,244

 

1.1785

 

5/01/2016

 

 

 

1.1289

 

5/16/2016

 

25,000

 

22,042

 

1.1243

 

6/01/2016

 

130,001

 

116,319

 

1.1077

 

6/16/2016

 

25,000

 

22,019

 

1.1255

 

7/01/2016

 

411,958

 

353,066

 

1.1619

 

7/16/2016

 

 

 

1.1559

 

8/01/2016

 

189,537

 

161,281

 

1.1704

 

8/16/2016

 

242,961

 

206,810

 

1.1701

 

9/01/2016

 

143,606

 

125,750

 

1.1375

 

9/16/2016

 

 

 

1.1037

 

10/01/2016

 

88,000

 

76,775

 

1.1416

 

10/16/2016

 

93,000

 

83,874

 

1.1042

 

11/01/2016

 

 

 

1.0939

 

11/16/2016

 

 

 

1.0718

 

12/01/2016

 

 

 

1.0808

 

12/16/2016

 

15,000

 

13,457

 

1.1102

 

01/01/2017

 

308,088

 

285,135

 

1.0759

 

01/16/2017

 

 

 

1.0851

 

02/01/2017

 

15,000

 

13,948

 

1.0709

 

 


(1) Beginning of the period Net Asset Value

 

24



 

Class A Units are subject to upfront sales commissions paid to MLPF&S ranging from 1.0% to 2.5% of an investor’s gross subscription amount. Class D Units and Class I Units are subject to upfront sales commissions paid to MLPF&S up to 2.5% of an investor’s gross subscription amount. Sales commissions are directly deducted from subscription amounts. Class C Units and Class M Units are not subject to upfront sales commissions.  Class DT Units and Class DS Units were not subject to upfront sales commissions.

 

Item 5(b)

 

Not applicable.

 

Item 5(c)

 

Not applicable.

 

25



 

Item 6:        Selected Financial Data

 

The following selected financial data has been derived from the financial statements of the Fund.

 

Statements of Operations

 

For the year 
ended 
December 31, 
2016

 

For the year 
ended 
December 31, 
2015

 

For the year 
ended 

December 31, 
2014

 

For the year 
ended 
December 31, 
2013

 

For the year 
ended 
December 31, 
2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Trading profit (loss), net:

 

 

 

 

 

 

 

 

 

 

 

Realized, net

 

$

(9,140,334

)

$

28,415,973

 

$

39,183,017

 

$

(8,226,582

)

$

(21,798,094

)

Change in unrealized, net

 

1,920,372

 

(11,847,606

)

3,729,830

 

3,403,467

 

(3,325,837

)

Brokerage commissions

 

(427,452

)

(463,158

)

(562,521

)

(837,585

)

(853,631

)

Total trading profit (loss), net

 

(7,647,414

)

16,105,209

 

42,350,326

 

(5,660,700

)

(25,977,562

)

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

Interest, net

 

228,808

 

6,174

 

3,957

 

(8,964

)

(9

)

Other income

 

647,420

 

 

 

 

 

Total investment income (expense)

 

876,228

 

6,174

 

3,957

 

(8,964

)

(9

)

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Management fee

 

2,446t,584

 

2,752,521

 

2,778,896

 

4,599,613

 

6,063,474

 

Performance fee

 

330,158

 

2,973,476

 

3,723,195

 

 

19,461

 

Sponsor fee

 

2,396,438

 

2,405,145

 

2,114,944

 

3,496,422

 

4,335,920

 

Other

 

661,855

 

680,050

 

569,336

 

1,958,518

 

962,052

 

Total Expenses

 

5,835,035

 

8,811,192

 

9,186,371

 

10,054,553

 

11,380,907

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(4,958,807

)

(8,805,018

)

(9,182,414

)

(10,063,517

)

(11,380,916

)

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(12,606,221

)

$

7,300,191

 

$

33,167,912

 

$

(15,724,217

)

$

(37,358,478

)

 

Balance Sheet Data

 

December 31, 
2016

 

December 31, 
2015

 

December 31, 
2014

 

December 31, 
2013

 

December 31, 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ Capital

 

$

106,406,553

 

$

124,871,836

 

$

147,800,719

 

$

167,217,495

 

$

272,240,993

 

Net Asset Value per Class A Unit

 

1.6560

 

1.8330

 

1.7318

 

1.3517

 

1.4498

 

Net Asset Value per Class C Unit

 

1.4766

 

1.6517

 

1.5768

 

1.2426

 

1.3462

 

Net Asset Value per Class D Unit

 

2.0080

 

2.1909

 

2.0448

 

1.5681

 

1.6565

 

Net Asset Value per Class I Unit

 

1.7327

 

1.9115

 

1.7810

 

1.3987

 

1.4940

 

Net Asset Value per Class DS Unit**

 

 

 

2.0290

 

1.5609

 

1.6494

 

Net Asset Value per Class DT Unit***

 

 

 

2.1534

 

1.6420

 

1.7271

 

Net Asset Value per Class M Unit*

 

1.0759

 

1.1726

 

1.0933

 

0.8365

 

0.8868

 

 


* Units issued on April 1, 2012.

**Units fully redeemed as of April 30, 2015.

***Units fully redeemed as of December 31, 2015.

 

26



 

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and to report performance to investors is a useful performance measure for the investors of the Fund.  Therefore, the charts below are referencing Net Asset Value at each Calculation Date.

 

NET ASSET VALUE PER UNIT CLASS A

 

 

 

Jan. 15th

 

Jan. 

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

Apr. 15th

 

Apr.

 

May 15th

 

May

 

Jun. 15th

 

Jun.

 

2012

 

n/a

 

$

1.6554

 

n/a

 

$

1.6864

 

n/a

 

$

1.6534

 

n/a

 

$

1.6608

 

n/a

 

$

1.6683

 

n/a

 

$

1.5887

 

2013

 

1.4555

 

$

1.4991

 

1.5191

 

$

1.4457

 

1.4752

 

$

1.4696

 

1.5077

 

$

1.5189

 

1.4797

 

$

1.4193

 

1.3646

 

$

1.4237

 

2014

 

$

1.3211

 

$

1.2721

 

$

1.2714

 

$

1.2908

 

$

1.2608

 

$

1.2686

 

$

1.2736

 

$

1.2883

 

$

1.2917

 

$

1.3128

 

$

1.3193

 

$

1.3311

 

2015

 

$

1.7560

 

$

1.8109

 

$

1.7658

 

$

1.8049

 

$

1.8747

 

$

1.8615

 

$

1.8530

 

$

1.6778

 

$

1.6154

 

$

1.6743

 

$

1.6110

 

$

1.5966

 

2016

 

$

1.9322

 

$

1.8827

 

$

1.9169

 

$

1.9244

 

$

1.8487

 

$

1.8465

 

$

1.8329

 

$

1.7545

 

$

1.7463

 

$

1.7194

 

$

1.7459

 

$

1.8024

 

 

 

 

Jul. 15th

 

Jul.

 

Aug. 15th

 

Aug.

 

Sep. 15th

 

Sep.

 

Oct. 15th

 

Oct.

 

Nov. 15th

 

Nov.

 

Dec. 15th

 

Dec.

 

2012

 

n/a

 

$

1.6362

 

n/a

 

$

1.5873

 

n/a

 

$

1.5299

 

1.5016

 

$

1.4607

 

1.4408

 

$

1.4389

 

1.4463

 

$

1.4498

 

2013

 

1.4088

 

$

1.3965

 

1.3775

 

$

1.3552

 

1.3775

 

$

1.3085

 

$

1.3263

 

$

1.3289

 

$

1.3385

 

$

1.3527

 

$

1.3020

 

$

1.3517

 

2014

 

$

1.3378

 

$

1.3252

 

$

1.3665

 

$

1.3934

 

$

1.3470

 

$

1.4078

 

$

1.4882

 

$

1.4612

 

$

1.5124

 

$

1.6232

 

$

1.6557

 

$

1.7318

 

2015

 

$

1.6636

 

$

1.7499

 

$

1.7655

 

$

1.7439

 

$

1.7580

 

$

1.8005

 

$

1.7303

 

$

1.7612

 

$

1.7965

 

$

1.8656

 

$

1.8576

 

$

1.8330

 

2016

 

$

1.7918

 

$

1.8132

 

$

1.8113

 

$

1.7594

 

$

1.7061

 

$

1.7636

 

$

1.7046

 

$

1.6875

 

$

1.6525

 

$

1.6657

 

$

1.7099

 

$

1.6560

 

 

 NET ASSET VALUE PER UNIT CLASS C

 

 

 

Jan. 15th

 

Jan. 

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

Apr. 15th

 

Apr.

 

May 15th

 

May

 

Jun. 15th

 

Jun.

 

2012

 

n/a

 

$

1.5513

 

n/a

 

$

1.5790

 

n/a

 

$

1.5468

 

n/a

 

$

1.5525

 

n/a

 

$

1.5582

 

n/a

 

$

1.4826

 

2013

 

1.351

 

$

1.3908

 

1.4088

 

$

1.3402

 

1.3669

 

$

1.3612

 

1.3959

 

$

1.4057

 

1.3688

 

$

1.3124

 

1.2613

 

$

1.3154

 

2014

 

$

1.2140

 

$

1.1684

 

$

1.1673

 

$

1.1849

 

$

1.1568

 

$

1.1633

 

$

1.1673

 

$

1.1804

 

$

1.1827

 

$

1.2015

 

$

1.2071

 

$

1.2175

 

2015

 

$

1.5981

 

$

1.6474

 

$

1.6057

 

$

1.6406

 

$

1.7032

 

$

1.6904

 

$

1.6821

 

$

1.5225

 

$

1.4647

 

$

1.5174

 

$

1.4596

 

$

1.4459

 

2016

 

$

1.7403

 

$

1.6947

 

$

1.7248

 

$

1.7308

 

$

1.6620

 

$

1.6594

 

$

1.6460

 

$

1.5750

 

$

1.5670

 

$

1.5420

 

$

1.5652

 

$

1.6160

 

 

 

 

Jul. 15th

 

Jul.

 

Aug. 15th

 

Aug.

 

Sep. 15th

 

Sep.

 

Oct. 15th

 

Oct.

 

Nov. 15th

 

Nov.

 

Dec. 15th

 

Dec.

 

2012

 

n/a

 

$

1.5257

 

n/a

 

$

1.4788

 

n/a

 

$

1.4241

 

1.3973

 

$

1.3586

 

1.3395

 

$

1.3372

 

1.3435

 

$

1.3462

 

2013

 

1.3011

 

$

1.2892

 

1.2711

 

$

1.2500

 

1.27

 

$

1.2059

 

$

1.2218

 

$

1.2238

 

$

1.2320

 

$

1.2445

 

$

1.1972

 

$

1.2426

 

2014

 

$

1.2232

 

$

1.2113

 

$

1.2486

 

$

1.2725

 

$

1.2296

 

$

1.2845

 

$

1.3574

 

$

1.3323

 

$

1.3786

 

$

1.4790

 

$

1.5079

 

$

1.5768

 

2015

 

$

1.5060

 

$

1.5829

 

$

1.5963

 

$

1.5760

 

$

1.5880

 

$

1.6258

 

$

1.5617

 

$

1.5888

 

$

1.6199

 

$

1.6815

 

$

1.6735

 

$

1.6517

 

2016

 

$

1.6057

 

$

1.6242

 

$

1.6219

 

$

1.5748

 

$

1.5264

 

$

1.5772

 

$

1.5239

 

$

1.5079

 

$

1.4759

 

$

1.4866

 

$

1.5254

 

$

1.4766

 

 

 NET ASSET VALUE PER UNIT CLASS D

 

 

 

Jan. 15th

 

Jan. 

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

Apr. 15th

 

Apr.

 

May 15th

 

May

 

Jun. 15th

 

Jun.

 

2012

 

n/a

 

$

1.8656

 

n/a

 

$

1.9028

 

n/a

 

$

1.8679

 

n/a

 

$

1.8787

 

n/a

 

$

1.8895

 

n/a

 

$

1.8016

 

2013

 

1.6641

 

$

1.7149

 

1.7389

 

$

1.6560

 

1.6908

 

$

1.6855

 

1.7302

 

$

1.7442

 

1.7002

 

$

1.6318

 

1.5699

 

$

1.6389

 

2014

 

$

1.5338

 

$

1.4779

 

$

1.4783

 

$

1.5027

 

$

1.4689

 

$

1.4773

 

$

1.4842

 

$

1.5025

 

$

1.5075

 

$

1.5335

 

$

1.5426

 

$

1.5556

 

2015

 

$

2.0746

 

$

2.1406

 

$

2.0888

 

$

2.1363

 

$

2.2199

 

$

2.2056

 

$

2.1968

 

$

1.9909

 

$

1.9127

 

$

1.9836

 

$

1.9100

 

$

1.8940

 

2016

 

$

2.3107

 

$

2.2529

 

$

2.2952

 

$

2.3056

 

$

2.2163

 

$

2.2150

 

$

2.1995

 

$

2.1069

 

$

2.0983

 

$

2.0672

 

$

2.1005

 

$

2.1704

 

 

 

 

Jul. 15th

 

Jul.

 

Aug. 15th

 

Aug.

 

Sep. 15th

 

Sep.

 

Oct. 15th

 

Oct.

 

Nov. 15th

 

Nov.

 

Dec. 15th

 

Dec.

 

2012

 

n/a

 

$

1.8578

 

n/a

 

$

1.8045

 

n/a

 

$

1.7414

 

1.7103

 

$

1.6647

 

1.6431

 

$

1.6419

 

1.6515

 

$

1.6565

 

2013

 

1.6228

 

$

1.6097

 

1.5888

 

$

1.5640

 

1.5907

 

$

1.5120

 

$

1.5337

 

$

1.5344

 

$

1.5437

 

$

1.5616

 

$

1.5040

 

$

1.5681

 

2014

 

$

1.5646

 

$

1.5511

 

$

1.6005

 

$

1.6331

 

$

1.5798

 

$

1.6514

 

$

1.7514

 

$

1.7211

 

$

1.7826

 

$

1.9142

 

$

1.9536

 

$

2.0448

 

2015

 

$

1.9779

 

$

2.0809

 

$

2.1006

 

$

2.0761

 

$

2.0942

 

$

2.1462

 

$

2.0638

 

$

2.1019

 

$

2.1453

 

$

2.2231

 

$

2.2148

 

$

2.1909

 

2016

 

$

2.1590

 

$

2.1862

 

$

2.1854

 

$

2.1242

 

$

2.0611

 

$

2.1320

 

$

2.0620

 

$

2.0427

 

$

2.0014

 

$

2.0183

 

$

2.0732

 

$

2.0080

 

 

 NET ASSET VALUE PER UNIT CLASS I

 

 

 

Jan. 15th

 

Jan. 

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

Apr. 15th

 

Apr.

 

May 15th

 

May

 

Jun. 15th

 

Jun.

 

2012

 

n/a

 

$

1.6997

 

n/a

 

$

1.7320

 

n/a

 

$

1.6987

 

n/a

 

$

1.7069

 

n/a

 

$

1.7152

 

n/a

 

$

1.6338

 

2013

 

1.5002

 

$

1.5453

 

1.5662

 

$

1.4908

 

1.5214

 

$

1.5160

 

1.5555

 

$

1.5673

 

1.5271

 

$

1.4650

 

1.4088

 

$

1.4700

 

2014

 

$

1.3672

 

$

1.3167

 

$

1.3163

 

$

1.3360

 

$

1.3053

 

$

1.3134

 

$

1.3189

 

$

1.3346

 

$

1.3377

 

$

1.3591

 

$

1.3508

 

$

1.3800

 

2015

 

$

1.8064

 

$

1.8638

 

$

1.8173

 

$

1.8583

 

$

1.9310

 

$

1.9175

 

$

1.9102

 

$

1.7278

 

$

1.6806

 

$

1.7421

 

$

1.6767

 

$

1.6619

 

2016

 

$

2.0155

 

$

1.9641

 

$

2.0002

 

$

2.0084

 

$

1.9297

 

$

1.9278

 

$

1.9137

 

$

1.8324

 

$

1.8241

 

$

1.7962

 

$

1.8243

 

$

1.8836

 

 

 

 

Jul. 15th

 

Jul.

 

Aug. 15th

 

Aug.

 

Sep. 15th

 

Sep.

 

Oct. 15th

 

Oct.

 

Nov. 15th

 

Nov.

 

Dec. 15th

 

Dec.

 

2012

 

n/a

 

$

1.6833

 

n/a

 

$

1.6335

 

n/a

 

$

1.5750

 

1.5461

 

$

1.5043

 

1.484

 

$

1.4823

 

1.4902

 

$

1.4940

 

2013

 

1.4549

 

$

1.4425

 

1.4231

 

$

1.4003

 

1.4235

 

$

1.3525

 

$

1.3713

 

$

1.3731

 

$

1.3831

 

$

1.3979

 

$

1.3457

 

$

1.3987

 

2014

 

$

1.3873

 

$

1.3745

 

$

1.4176

 

$

1.4458

 

$

1.3980

 

$

1.4611

 

$

1.5265

 

$

1.4986

 

$

1.5522

 

$

1.6678

 

$

1.7018

 

$

1.7810

 

2015

 

$

1.7318

 

$

1.8213

 

$

1.8373

 

$

1.8150

 

$

1.8299

 

$

1.8746

 

$

1.8017

 

$

1.8341

 

$

1.8709

 

$

1.9433

 

$

1.9350

 

$

1.9115

 

2016

 

$

1.8728

 

$

1.8955

 

$

1.8940

 

$

1.8401

 

$

1.7846

 

$

1.8451

 

$

1.7830

 

$

1.7654

 

$

1.7287

 

$

1.7422

 

$

1.7888

 

$

1.7327

 

 

 NET ASSET VALUE PER UNIT CLASS DS

 

 

 

Jan. 15th

 

Jan. 

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

Apr. 15th

 

Apr.

 

May 15th

 

May

 

Jun. 15th

 

Jun.

 

2012

 

n/a

 

$

1.8577

 

n/a

 

$

1.8947

 

n/a

 

$

1.8600

 

n/a

 

$

1.8707

 

n/a

 

$

1.8815

 

n/a

 

$

1.7939

 

2013

 

1.657

 

$

1.7076

 

1.7315

 

$

1.6489

 

1.6836

 

$

1.6783

 

1.7229

 

$

1.7367

 

1.6929

 

$

1.6249

 

1.5632

 

$

1.6319

 

2014

 

$

1.5266

 

$

1.4709

 

$

1.4710

 

$

1.4952

 

$

1.4613

 

$

1.4710

 

$

1.4777

 

$

1.4957

 

$

1.4998

 

$

1.5258

 

$

1.5345

 

$

1.5486

 

2015

 

$

2.0586

 

$

2.1243

 

$

2.0726

 

$

2.1197

 

$

2.2023

 

$

2.1880

 

$

2.1793

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

 

Jul. 15th

 

Jul.

 

Aug. 15th

 

Aug.

 

Sep. 15th

 

Sep.

 

Oct. 15th

 

Oct.

 

Nov. 15th

 

Nov.

 

Dec. 15th

 

Dec.

 

2012

 

n/a

 

$

1.8499

 

n/a

 

$

1.7968

 

n/a

 

$

1.7340

 

1.703

 

$

1.6577

 

1.6361

 

$

1.6350

 

1.6444

 

$

1.6494

 

2013

 

1.6159

 

$

1.6028

 

1.582

 

$

1.5573

 

1.5839

 

$

1.5055

 

$

1.5268

 

$

1.5312

 

$

1.5429

 

$

1.5605

 

$

1.5026

 

$

1.5609

 

2014

 

$

1.5573

 

$

1.5435

 

$

1.5924

 

$

1.6248

 

$

1.5718

 

$

1.6439

 

$

1.7389

 

$

1.7086

 

$

1.7698

 

$

1.9003

 

$

1.9388

 

$

2.0290

 

2015

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 NET ASSET VALUE PER UNIT CLASS DT

 

 

 

Jan. 15th

 

Jan. 

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

Apr. 15th

 

Apr.

 

May 15th

 

May

 

Jun. 15th

 

Jun.

 

2012

 

n/a

 

$

1.9372

 

n/a

 

$

1.9790

 

n/a

 

$

1.9412

 

n/a

 

$

1.9537

 

n/a

 

$

1.9664

 

n/a

 

$

1.8737

 

2013

 

1.7354

 

$

1.7888

 

1.8142

 

$

1.7281

 

1.7647

 

$

1.7596

 

1.8067

 

$

1.8216

 

1.776

 

$

1.7050

 

1.6406

 

$

1.7131

 

2014

 

$

1.6064

 

$

1.5481

 

$

1.5488

 

$

1.5744

 

$

1.5393

 

$

1.5495

 

$

1.5570

 

$

1.5762

 

$

1.5817

 

$

1.6091

 

$

1.6189

 

$

1.6335

 

2015

 

$

2.1872

 

$

2.2617

 

$

2.2036

 

$

2.2572

 

$

2.3518

 

$

2.3356

 

$

2.3268

 

$

2.1083

 

$

2.0345

 

$

2.1097

 

$

2.0318

 

$

2.0146

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

 

Jul. 15th

 

Jul.

 

Aug. 15th

 

Aug.

 

Sep. 15th

 

Sep.

 

Oct. 15th

 

Oct.

 

Nov. 15th

 

Nov.

 

Dec. 15th

 

Dec.

 

2012

 

n/a

 

$

1.9331

 

n/a

 

$

1.8783

 

n/a

 

$

1.8134

 

1.7814

 

$

1.7343

 

1.7121

 

$

1.7113

 

1.7215

 

$

1.7271

 

2013

 

1.6966

 

$

1.6832

 

1.6617

 

$

1.6361

 

1.6644

 

$

1.5824

 

$

1.6054

 

$

1.6100

 

$

1.6232

 

$

1.6417

 

$

1.5817

 

$

1.6420

 

2014

 

$

1.6433

 

$

1.6287

 

$

1.6810

 

$

1.7152

 

$

1.6596

 

$

1.7366

 

$

1.8377

 

$

1.8054

 

$

1.8704

 

$

2.0078

 

$

2.0522

 

$

2.1534

 

2015

 

$

2.1008

 

$

2.2099

 

$

2.2314

 

$

2.2058

 

$

2.2289

 

$

2.2836

 

$

2.1962

 

$

2.2362

 

$

2.2829

 

$

2.3705

 

$

2.3616

 

n/a

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 NET ASSET VALUE PER UNIT CLASS M

 

 

 

Jan. 15th

 

Jan. 

 

Feb. 15th

 

Feb.

 

Mar. 15th

 

Mar.

 

Apr. 15th

 

Apr.

 

May 15th

 

May

 

Jun. 15th

 

Jun.

 

2012

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

$

1.0058

 

n/a

 

$

1.0116

 

n/a

 

$

0.9645

 

2013

 

$

0.8909

 

$

0.9181

 

$

0.9309

 

$

0.8865

 

$

0.9051

 

$

0.9023

 

$

0.9263

 

$

0.9337

 

$

0.9102

 

$

0.8736

 

$

0.8405

 

$

0.8774

 

2014

 

$

0.8180

 

$

0.7870

 

$

0.7871

 

$

0.7998

 

$

0.7867

 

$

0.7906

 

$

0.7943

 

$

0.8040

 

$

0.8066

 

$

0.8204

 

$

0.8252

 

$

0.8327

 

2015

 

$

1.1092

 

$

1.1446

 

$

1.1169

 

$

1.1424

 

$

1.1875

 

$

1.1798

 

$

1.1754

 

$

1.0652

 

$

1.0240

 

$

1.0620

 

$

1.0237

 

$

1.0152

 

2016

 

$

1.2366

 

$

1.2056

 

$

1.2283

 

$

1.2340

 

$

1.1870

 

$

1.1868

 

$

1.1785

 

$

1.1289

 

$

1.1243

 

$

1.1077

 

$

1.1255

 

$

1.1619

 

 

 

 

Jul. 15th

 

Jul.

 

Aug. 15th

 

Aug.

 

Sep. 15th

 

Sep.

 

Oct. 15th

 

Oct.

 

Nov. 15th

 

Nov.

 

Dec. 15th

 

Dec.

 

2012

 

n/a

 

$

0.9946

 

n/a

 

$

0.9661

 

n/a

 

$

0.9323

 

$

0.9156

 

$

0.8912

 

$

0.8796

 

$

0.8790

 

$

0.8841

 

$

0.8868

 

2013

 

$

0.8688

 

$

0.8617

 

$

0.8505

 

$

0.8373

 

$

0.8516

 

$

0.8094

 

$

0.8206

 

$

0.8230

 

$

0.8295

 

$

0.8390

 

$

0.8080

 

$

0.8365

 

2014

 

$

0.8375

 

$

0.8302

 

$

0.8565

 

$

0.8737

 

$

0.8452

 

$

0.8841

 

$

0.9370

 

$

0.9207

 

$

0.9536

 

$

1.0235

 

$

1.0445

 

$

1.0933

 

2015

 

$

1.0585

 

$

1.1136

 

$

1.1246

 

$

1.1115

 

$

1.1212

 

$

1.1491

 

$

1.1052

 

$

1.1256

 

$

1.1487

 

$

1.1936

 

$

1.1890

 

$

1.1726

 

2016

 

$

1.1559

 

$

1.1704

 

$

1.1701

 

$

1.1375

 

$

1.1037

 

$

1.1416

 

$

1.1042

 

$

1.0939

 

$

1.0718

 

$

1.0808

 

$

1.1102

 

$

1.0759

 

 

27



 

Item 7:                                     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Critical Accounting Policies

 

The Fund’s critical accounting policies are as follows:

 

·                  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. Actual results could differ from those estimates and such differences could be material.

·                  The fair value of a financial instrument 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.

·                  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.

·                  Realized profits (losses) and changes in unrealized profits (losses) on open positions are recognized in the period in which the contract is closed or the changes occur, respectively and are included in the Statements of Operations.

 

Results of Operations

 

General

 

The Trading Program applies a systematic and broadly diversified global investment system, which deploys multiple investment strategies that, primarily through the use of listed futures and F/X OTC contracts, seek to identify and exploit directional moves in the market behavior of a broad range of financial instruments and other assets including, but not limited to, currencies; interest rates; equities; equity indices; debt securities, including bonds; and commodities, including energy, metal and agricultural commodities.

 

Performance Summary

 

This performance summary is an outline description of how the Fund performed in the past, not necessarily any indication of how it will perform in the future.  In addition, the general causes to which certain price movements are attributed may or may not have caused such movements, but simply occurred at or about the same time.

 

 

 

Total Trading

 

Year ended December 31, 2016

 

Profit (Loss)

 

 

 

 

 

Interest Rates

 

$

3,289,912

 

Agricultural

 

(1,718,410

)

Currencies

 

(3,070,410

)

Energy

 

(2,525,031

)

Metals

 

(3,171,775

)

Stock Indices

 

(24,248

)

Subtotal

 

(7,219,962

)

Brokerage Commissions

 

(427,452

)

Total

 

$

(7,647,414

)

 

28



 

The Fund experienced a net trading loss of $7,219,962 before brokerage commissions and related fees for the year ended December 31, 2016. The Fund’s profits were primarily attributable to the interest rates sector. The stock indices, agriculture, energy, currency and metal sectors posted losses.

 

The interest rate sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter. Poor economic data from the U.S. and China raised concerns about the global economy and caused bond markets to rally on safe haven appeal. This led to profits from the Trading Program’s long bond positions. Later in January, speculation that the European Central Bank would introduce additional stimulus measures and the Bank of Japan’s decision to reduce interest rates drove further profits. Profits were posted to the Fund in the middle of the quarter. Against a background of heightened volatility in equity markets, safe haven assets were favored by investors. This, combined with the threat of deflation in Europe and Japan, saw investors favoring longer maturity fixed income markets which resulted in profits posted to the Fund from the Trading Program’s long fixed income positions. Losses were posted to the Fund at the end of the quarter as the Trading Program’s long fixed income exposures were affected as a resurgence of global risk appetite led to bonds generally trading lower. Losses were posted to the Fund at the beginning of the second quarter. A global government bond sell-off led to losses from the Trading Program’s long positions. In Europe, yields spiked after the European Central Bank left rates unchanged. Profits were posted to the Fund in the middle of the second quarter. Longer-maturity European fixed income yields continued to drift lower and thus rewarded the Trading Program’s long exposures. Profits were posted to the Fund at the end of the second quarter. The yield on the 10-year German bund fell into negative territory, while yields on U.K. and Japanese bonds also lowered which resulted in the Trading Program’s long bond positions among the best performers in June. Profits were posted to the Fund at the beginning of the third quarter. Fixed income performance was variable which reflected the price oscillations in bond markets throughout July. Gains from U.K. gilts and longer maturity U.S. bonds offset the Trading Program’s losses at the shorter end of the U.S. yield curve. Losses were posted to the Fund in the middle of the third quarter. With the exception of U.K. gilts, longer term yields in developed economies generally rose leading to losses from the Trading Program’s long exposures. Losses were posted to the Fund at the end of the third quarter as bond price movements fell in early September before recovering but not enough to offset losses. Losses were posted to the Fund at the beginning of the fourth quarter. The Trading Program’s reducing long exposures to longer maturity fixed income instruments were the main contributors to losses during October. Generally bond investors were grappling with the prospect of the U.S. Federal Reserve hiking interest rates by year-end and the uncertainty over divisions at the European Central Bank over the future of its quantitative easing program. Losses were posted to the Fund in the middle of the fourth quarter. The immediate aftermath of Donald Trump’s unexpected election victory saw a flight to safety in markets. Risk appetite returned soon afterwards, however, amid expectations that proposed tax cuts, a lighter regulatory touch and investment in infrastructure could stimulate growth. Profits were posted to the Fund at the end of the fourth quarter due to the Trading Program’s small net short fixed income exposures leading to modest gains.

 

The stock indices sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. The large sell-offs in stock markets led to losses from the stock indices sector at the beginning of January. However, the Trading Program responded and switched its small net long positions to net short positions. During January, most stock indices recorded losses, but there were profits from short positions in emerging market stock indices. Profits were posted to the Fund in the middle of the quarter. Against a background of heightened volatility in equity markets, safe haven assets were favored by investors in February. The Trading Program’s small short exposures to emerging markets, such as the Indian Nifty and the Chinese H-Shares indices also posted profits to the Fund. Losses were posted to the Fund at the end of the quarter. Mixed directional positioning among stock indices led to small gains overall in March. In particular, gains were made from the long position in Korea but remaining shorts positions in China and other emerging markets detracted from gains. Losses were posted to the Fund at the beginning through the middle of the second quarter. The Trading Program struggled to capture stock market trends, as markets were impacted by uncertainty surrounding global growth and U.S. monetary policy. Losses were posted to the Fund at the end of the second quarter. Stock markets were unsettled in June by the uncertainty surrounding the Brexit debate. While the Trading Program incurred losses from its small net long exposure to stock indices, some short stock index positions were profitable. Losses also came from the Trading Program’s short position in the VIX index, which surged following the Brexit result. Profits were posted to the Fund at the beginning of the third quarter due to the Trading Program’s long positions in Asian emerging markets and in the U.S. The Trading Program’s long positions in emerging market stock indices resulted in profits posted to the Fund in the middle of the quarter. Losses were posted to the Fund at the end of the third quarter. Global stocks declined after the European Central Bank’s decision to keep monetary policy unchanged. Losses were posted to the Fund at the beginning of the fourth quarter. Profits were posted to the Fund in the middle of the fourth quarter. Several U.S. stock indices rose leading to gains from the Trading Program’s long positions, while losses from emerging market stock indices reduced gains from the stock indices sector.

 

29



 

The agriculture sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter, however this reversed in the middle of the quarter as the Trading Program profited from continuing bearish trends in wheat contracts as an inventory glut pushed prices lower. Losses were posted to the Fund at the end of the quarter due to the Trading Program’s short positions in grains.  Losses were posted to the Fund at the beginning of the second quarter as soy markets experienced a strong rally driven by poor weather in South America, making the Trading Program’s short position in soybean meal the worst overall performer. Profits were posted to the Fund in the middle of the second quarter. Some of the Trading Program’s most profitable positions were those capturing the continued rally in the price of soy related markets. Sugar and soy prices rallied in June resulting in profits posted to the Fund at the end of the second quarter. Losses were posted to the Fund at the beginning of the third quarter as the fall in price of many agricultural markets as crop forecasts improved represented a reversal of the recent trend. Agriculturals was the worst performing sector in July as long positions in sugar and soy markets struggled. Profits were posted to the Fund in the middle of the quarter. A global supply in wheat and corn resulted in bearish trends resulting in profits posted to the Fund due to the Trading Program’s short grains positions. A continued rally in sugar, largely driven by a stronger Brazilian real, also resulted in gains. Profits were posted to the Fund at the end of the third quarter due to the Trading Program’s long positions in sugar and coffee as prices rose on Brazilian supply concerns and short positions in meats as prices fell on news of strong U.S. production. Losses were posted to the Fund at the beginning of the fourth quarter. Coffee rallied as Brazil’s largest producer cut its export estimate for 2016 amid rising domestic consumption and the effects of drought. The Trading Program made gains from longs in coffee but losses from its short positions in livestock. Losses were posted to the Fund in the middle of the fourth quarter as short wheat positions continued to make gains, while long positions in sugar and coffee suffered from price falls. Losses were posted to the Fund at the end of the fourth quarter. Gains from bearish trends in cocoa were not enough to make up for losses coming from reversals in coffee, sugar, wheat and soybeans.

 

The energy sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter. The Trading Program’s short positions in oils made gains as prices fell below $30 per barrel, driven by a rise in U.S. inventory levels and the expectation of additional production from Iran. Profits were posted to the Fund in the middle of the quarter as the Trading Program profited from continuing bearish trends in natural gas as an inventory glut pushed prices lower. Losses were posted to the Fund at the end of the quarter due to the Trading Program’s short positions in energies as natural gas rallied during March. Losses were posted to the Fund at the beginning of the second quarter. Oil markets rebounded, with Brent crude experiencing gains boosted by a weak U.S. dollar and a decline in U.S. production. While the Trading Program responded by switching to a long position in Brent, losses came from short positions in other oil markets. Losses were posted to the Fund in the middle of the second quarter. Canadian wildfires and supply disruptions in Nigeria contributed to oil gains. The Trading Program’s net positions in the oils complex turned long towards the end of May, but still ended the month with small losses. Losses were posted to the Fund at the end of the second quarter. Natural gas rallied strongly on supply concerns in June, while the Trading Program’s positions in oils also incurred losses as prices oscillated. The energy sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the third quarter. The decline in oil prices as inventories continued to build was profitable for the Trading Program’s short positions. Losses were posted to the Fund in the middle of the third quarter. Crude oil entered a bull market in August. Prices rebounded partly on speculation that OPEC might try to stabilize the market. This price reversal proved challenging to the Trading Program’s medium-term trend following systems, where reducing short positions incurred losses. Losses were posted to the Fund at the end of the quarter due to the Trading Program’s short position in oil resulting from a tentative agreement by OPEC members to cut oil production towards the end of September. Losses were posted to the Fund at the beginning of the fourth quarter due to higher energy prices globally ahead of the northern hemisphere winter. Losses were posted to the Fund in the middle of the fourth quarter as natural gas prices rose on forecasts of cooler weather, and oil markets also rose ahead of the OPEC output cut deal that was finalized at the end of November leading to losses. Losses were posted to the Fund at the end of the fourth quarter.

 

The currency sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter as the Canadian dollar weakened, driven by the declining oil price, while British sterling also fell amid concerns about the health of the United Kingdom’s economy. Losses were posted to the Fund in the middle of the quarter. Currencies proved to be challenging for the Trading Program’s medium-term trend following systems as several established trends retraced. The U.S. dollar weakened against its major counterparts, in particular against the Canadian dollar, amid concern over the vulnerability of the American economy. The Swiss franc and the Japanese yen, sought after as safe haven currencies, both rallied despite their respective central banks actively pursuing negative interest rate policies. Losses were posted to the Fund at the end of the quarter due to the U.S. dollar weakening and the Japanese yen strengthening which were reversals of longer-term established trends. Losses were posted to the Fund at the beginning of the second quarter. The Japanese yen rose sharply after the Bank of Japan left monetary policy unchanged, to the benefit of the Trading Program. The net short exposure to the British sterling suffered from sentiment swings regarding Brexit. Losses also came from the Trading Program’s net long exposure to the Australian dollar, as speculation of a rate cut increased. Losses were posted to the Fund in the middle of the quarter. The U.S. dollar appreciated against most of its major peers during May despite having weakened for most of the year.

 

30



 

However, idiosyncratic events dominated the Trading Program’s losses in currencies where in Australia, rates were cut (also impacting short fixed income positions) and in both Turkey and Brazil, political events led to rapid depreciations of the local currencies. Profits were posted to the Fund at the end of the second quarter. Gains from the currencies sector came from the Trading Program’s net long exposure to the Japanese yen, which rallied on safe-haven appeal. A weak U.S. jobs report at the start of June caused the U.S. dollar to fall, leading to losses from some long positions in the U.S. dollar positions such as the long USD/CHF position. The Trading Program responded to this weakness by switching its net exposure to the U.S. dollar from long to short during the month.  Losses were posted to the Fund at the beginning through the middle of the third quarter. The Trading Program’s net short U.S. dollar position resulted in losses in August as the U.S. dollar rallied after U.S. Federal Reserve Chair, Janet Yellen’s upbeat assessment of the U.S. economy. A rapid deterioration of South Africa’s fiscal credibility led to a sharp selloff in the South African rand, reversing its longer term strength. Profits were posted to the Fund at the end of the quarter. The news of a tentative agreement by OPEC members to cut oil production towards the end of the September drove the Norwegian krone higher against the Euro, benefiting the Trading Program. Other gains from the currencies sector were driven by U.S. dollar weakness in the wake of the Federal Reserve’s decision not to raise interest rates, particularly the Trading Program’s long positions in emerging market currencies against the U.S. dollar.  Profits were posted to the Fund at the beginning of the fourth quarter as continuing weakness in the Swedish krone and British pound as well as U.S. dollar strength, in particular against the Euro and the Swiss franc, persisted. Losses were posted to the Fund in the middle of the fourth quarter with losses coming from some short positions in the U.S. dollar and British sterling positions. Profits were posted to the Fund at the end of the fourth quarter. The Trading Program made gains from its short Japanese yen and Euro positions versus the U.S. dollar as the effect of divergent interest rate policies in those economies resulted in persistent trends. The Trading Program’s long Brazilian real position was rewarded as lawmakers approved an austerity bill aimed at freezing spending in Brazil for up to 20 years.

 

The metals sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter, however this reversed in the middle of the quarter. A tighter global supply of zinc as a result of production cuts led to a price rally which negatively affected the Trading Program’s short positions. Gold and silver appreciated during February as investors sought refuge from the equity sell-off. The Trading Program’s positions switched to long positions but were unable to turn a profit in February. Losses were posted to the Fund at the end of the quarter due to the Trading Program’s short positions in metal which rallied during March. Losses were posted to the Fund at the beginning of the second quarter due to the Trading Program’s short positions in industrial metals. Losses were posted to the Fund in the middle of the second quarter. The Trading Program incurred losses from long positions in silver and platinum. Losses were posted to the Fund at the end of the second quarter.  Profits were posted to the Fund at the beginning of the third quarter. Metals prices rallied in July following strong Chinese GDP data to the benefit of the Trading Program’s long positions. Losses were posted to the Fund in the middle of the quarter as expectations of a U.S. Federal Reserve interest rate hike in the near term led to a selloff in precious metals, particularly silver, resulting in losses from the Trading Program’s reducing long exposure. Losses were posted to the Fund at the end of the quarter. The flat contribution in September from the metals sector reflects gains from long positions in palladium, zinc and nickel being offset by losses from short positions in aluminum, copper and gold. Losses were posted to the Fund at the beginning of the fourth quarter. Having rallied for most of the year, palladium retraced, against the Trading Program’s long exposure, amid signs of weakening investment and physical demand for the metal used for catalytic converters. Profits were posted to the Fund in the middle of the fourth quarter. Expectations of a rise in U.S. manufacturing and infrastructure spending led to rallies in industrial metals, making the metals sector the Trading Program’s best performer in November. Losses were posted to the Fund at the end of the fourth quarter. In China, industrial metals fell in December and adversely affected the Trading Program’s positioning.

 

31



 

 

 

Total Trading

 

Year ended December 31, 2015

 

Profit (Loss)

 

 

 

 

 

Interest Rates

 

$

(766,755

)

Agricultural

 

(289,165

)

Currencies

 

(1,828,505

)

Energy

 

14,394,708

 

Metals

 

5,920,577

 

Stock Indices

 

(862,493

)

Subtotal

 

16,568,367

 

Brokerage Commissions

 

(463,158

)

Total

 

$

16,105,209

 

 

The Fund experienced a net trading profit of $16,568,367 before brokerage commissions and related fees for the year ended December 31, 2015. The Fund’s profits were primarily attributable to energy and metals sectors. The agriculture, interest rates, stock indices and currency sectors posted losses.

 

The energy sector posted profits to the Fund. The energy sector posted profits to the Fund at the beginning of the first quarter. The Fund generated gains from its short positions in oils in the first half of January as prices declined following news of increasing oil output which pushed prices lower. Losses were posted to the Fund in the middle of the first quarter due to the Fund’s short exposures in the energy markets as oil posted a monthly price gain. A decline in U.S. oil rig count at the same time as extremely cold temperatures in North America put upward pressure on energy prices. Profits were posted to the Fund at the end of the first quarter as oil prices continued to fall following news that a global supply glut remains. This made the short positions in oil markets profitable for the Trading Program. Losses were posted to the Fund at the beginning of the second quarter. In April, short positions created losses as oils and natural gas prices rallied, driven by the weaker U.S. dollar, unrest in the Middle East and signs that U.S. production may be faltering. Profits were posted to the Fund in the middle of the second quarter. Profits in energies were driven by the Fund’s short exposure to natural gas, whose price declined after data pointing to ample supplies. Losses were posted to the Fund at the end of the second quarter. Profits were posted to the Fund at the beginning of the third quarter. In July, short positions created a profit as persistent global oversupply of crude oil resulted in deep declines in the price of both oils and their products. Profits were posted to the Fund in the middle of the third quarter as oil markets fell during August leading to gains. Profits were posted to the Fund at the end of the third quarter. Profits were posted to the Fund at the beginning of the fourth quarter as the Trading Program’s short natural gas exposure was the best performing market for October. Profits were posted to the Fund in the middle of the fourth quarter as natural gas prices declined after inventories in the U.S. reached higher levels. The Trading Program also benefited from its short positions in oil markets as prices declined due to increasing stockpiles in the U.S. Profits were posted to the Fund at the end of the fourth quarter as OPEC agreed to keep oil output at the current level, causing oils to trade lower to the Trading Program’s benefit. The downward trends in energy markets continued through December, with the International Energy Agency announcing that it expects oil inventories to continue to swell next year as supply outstrips demand. Meanwhile natural gas prices initially fell as unseasonably warm weather in the U.S. limited demand expectations, before partially recovering towards the end of December.

 

The metals sector posted profits to the Fund. The metals sector posted losses to the Fund at the beginning of the first quarter as the Fund incurred losses from its short positions in precious metals. Profits were posted to the Fund in the middle of the quarter. Concerns over a deepening economic slowdown in China saw base metals such as lead and aluminum decline to the benefit of the Trading Program’s short positioning. Profits were posted to the Fund at the end of the first quarter as nickel prices fell after signs of weak demand from China. This made the short positions in nickel profitable for the Trading Program. Losses were posted to the Fund at the beginning of the second quarter. The weakening U.S. dollar, together with signs of Chinese efforts to boost their economy, boosted industrial metal prices leading to losses from the Fund’s short positions. Profits were posted to the Fund in the middle of the quarter as short positions in aluminum and nickel performed strongly as prices declined following increases in supplies. Profits were posted to the Fund at the end of the second quarter. The Fund was able to capture the strong bearish trends in metals. Nickel, aluminum, palladium and platinum all continued to trend lower, reflecting the softer global growth outlook. Profits were posted to the Fund at the beginning of the third quarter. In keeping with the overall bearish commodity environment, the Fund made strong gains from shorts in both industrial and precious metals. Profits were posted to the Fund in the middle of the quarter. Short positions in some industrial metal markets were among the best overall performers. Profits were posted to the Fund at the end of the third quarter.  As a result of the recent Volkswagen scandal involving their diesel vehicles, platinum continued to fall but palladium reversed its trend and

 

32



 

rallied in September because catalytic converters in diesel vehicles use platinum whereas those in petrol cars use palladium. Losses were posted to the Fund at the beginning of the fourth quarter resulting from a rally in commodity prices as industrial metals suffered as prices rallied. Profits were posted to the Fund in the middle of the fourth quarter. Positive performance was largely driven by the commodities sectors as metal prices continued their downward trends, largely driven by faltering demand from China. The price of gold also declined as investors reduced their long positions in anticipation of a rate hike by the Federal Reserve.

 

The agriculture sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter as the Fund profited from short positions in grains markets with the improving weather. Profits were posted to the Fund in the middle of the first quarter. In agricultural markets, short positions proved profitable in sugar and coffee.  Profits were posted to the Fund at the end of the first quarter as short positions in commodity markets were profitable for the Trading Program. Sugar futures continued to decline, aided by political tension and economic concerns in Brazil. Losses were posted to the Fund at the beginning of the second quarter Profits were posted to the Fund in the middle of the second quarter. In agricultural, short positions in sugar and coffee benefited from improving crop outlooks. Losses were posted to the Fund at the end of the second quarter due to excessive rains across the U.S. Midwest that damaged corn and soybeans and delayed the wheat harvest. The Fund’s short positions on grains incurred losses as prices rallied. Profits were posted to the Fund at the beginning of the third quarter as the Fund continued to extract profits from short exposures in soft commodities. Profits were posted to the Fund in the middle of the third quarter due to the Fund’s short positions coinciding with significant price falls. Losses were posted to the Fund at the end of the third quarter. In agricultural markets, heavy rains in Brazil impacted sugar production, which hurt the Fund’s established short sugar position. Losses were posted to the Fund at the beginning of the fourth quarter. The Trading Program’s short positions in some agricultural markets suffered as commodity prices rallied. Profits were posted to the Fund in the middle of the fourth quarter due to short positions in wheat and meat markets contributing positively. Losses were posted to the Fund at the end of the fourth quarter.

 

The interest rate sector posted losses to the Fund. The interest rate sector posted profits to the Fund at the beginning of the first quarter. The Bank of Canada cut interest rates to counteract deflationary pressures. The Fund’s long position in Canadian Government bonds and its short exposure to the Canadian dollar benefited from the resultant moves. Signs of slowing inflation in the USA and weaker data out of the UK also caused market participants to speculate that central banks may delay raising interest rates, pushing bond yields downwards. Losses were posted to the Fund in the middle of the quarter as fixed income markets declined in price, in particular in the UK and the U.S., with the prospect of higher interest rates. Profits were posted to the Fund at the end of the first quarter as long exposures in fixed income markets, in particular European bonds, were profitable. Losses were posted to the Fund at the beginning of the second quarter due to long European bond positions. Losses were posted to the Fund in the middle of the quarter. Losses in bonds came mostly from long positions in European bonds and occurred towards the beginning of May as the sell-off which began in late April continued. Losses were posted to the Fund at the end of the second quarter. Fixed income markets struggled to balance the prospects of rising rates in the longer term with the near term risk aversion created by events in Greece and China. As a result the Fund’s losses in fixed income came from long exposures to predominantly longer dated bonds. Profits were posted to the Fund at the beginning of the third quarter. Long positions in fixed income markets made gains. An interest rate cut in Canada as well as declining risk aversion in Europe saw yields drift lower resulting in profits. Losses were posted to the Fund in the middle of the quarter, which were concentrated in the longer maturity European bonds. Profits were posted to the Fund at the end of the third quarter. The Fund’s long positions in both shorter and longer-term fixed income instruments contributed positively to performance. Losses were posted to the Fund at the beginning of the fourth quarter. There were contrasting market themes at different times during October, which caused some volatile intra-month swings in the Trading Program’s performance. Early in the month, risk appetite appeared to return after poor U.S. labor market data reduced expectations of an interest rate increase. As a result fixed income markets generally sold off, hurting the Trading Program’s positioning. Losses were posted to the Fund in the middle of the quarter. Price action in financial markets was affected by divergent central bank rhetoric. In the U.S. the Federal Reserve minutes pointed to an increased likelihood of a rate hike in December, while in the Eurozone consensus pointed to additional stimulus. These moves resulted in losses from the Trading Program’s long positions in U.S. fixed income but gains from European fixed income, with the exception of German30Y Buxl. Losses were posted to the Fund at the end of the fourth quarter.  Early in December the European Central Bank surprised markets by delivering an underwhelming set of policy easing measures. As a result the European bond yields jumped which resulted in losses.

 

The stock indices sector posted losses to the Fund. The stock indices sector posted losses to the Fund at the beginning of the first quarter. The Fund made losses from its long position in the Swiss Market Index and also incurred small losses from its long positions in U.S. and Asian indices. Profits were posted to the Fund in the middle of the quarter.  An agreement between Greece and the European Institutions to extend Greek bailout conditions enabled investors to begin to price in the effects of the European Central Bank’s quantitative easing program. European equity indices thus rallied and the Trading Program was well positioned to capture these opportunities. Losses were posted to the Fund at the end of the quarter.

 

33



 

Losses from some long U.S. and emerging market indices made stock indices the only negative sector at the end of the first quarter. Profits were posted to the Fund at the beginning of the second quarter due to long positions in Chinese stocks. Profits were posted to the Fund in the middle of the quarter. The stock indices sector finished May profitably: stock markets generally rallied in the middle of May, especially in Europe after the European Central Bank announced that it would bring forward asset purchases. Gains were made from long positions in Japanese, European and U.S. indices. Losses were posted to the Fund at the end of the second quarter due to the European stock indices selling off late in June as prospects for a credible solution to the Greek crisis seemed to diminish. Losses were posted to the Fund at the beginning of the third quarter due to momentum in stock indices largely dissipating. Losses were posted to the Fund in the middle of the quarter. The Fund responded to the downward trend in global stock markets by switching from net long to net short during August. However, gains from short positions in some Asia ex-Japan and emerging market indices were not enough to offset losses from long positions in other indices including the U.S. and Japan. Profits were posted to the Fund at the end of the third quarter. Losses were posted to the Fund at the beginning of the fourth quarter. There were contrasting market themes at different times during October, which caused some volatile intra-month swings as risk appetite appeared to return after poor U.S. labor market data reduced expectations of an interest rate increase. As a result, stock indices rallied hurting the Trading Program’s positioning. Profits were posted to the Fund in the middle of the quarter.  The Trading Program’s small contribution from stock indices reflected small exposures within the sector. The divergent macroeconomic themes resulted in gains from long positions in U.S. and European indices being partly offset by losses from long positions in Asian indices (excluding Japan). Losses were posted to the Fund at the end of the fourth quarter as long positions in stock indices suffered from fresh signs of weakness in China’s economy.

 

The currency sector posted losses to the Fund. The currency sector posted losses to the Fund at the beginning of the first quarter. The Fund suffered from the decision by the Swiss National Bank to abandon its cap on the Swiss franc’s strength against the Euro. As a result, the Swiss franc rallied sharply, reversing its recent trend against the U.S. dollar and leading to losses from the Fund’s short position in this currency pair. Profits were posted to the Fund in the middle of the first quarter. Data confirmed that the UK economy grew for an eighth consecutive quarter, strengthening the British pound as a result. This created gains for the Trading Program’s long position against an ever-weakening Euro. Profits were posted to the Fund at the end of the quarter. The Trading Program’s short EUR/USD position was the top performer of the currency sector. Losses were posted to the Fund at the beginning of the second quarter due to the short exposure to the Euro. Profits were posted to the Fund in the middle of the second quarter.  The Fund’s net long exposure to the U.S. dollar benefited from positive economic data from the U.S. resulting in losses posted to the Fund at the end of the second quarter. In currencies, gains made from the Fund’s short exposure to the New Zealand dollar were outweighed by losses from the Fund’s net short Japanese yen exposure. Profits were posted to the Fund at the beginning of the third quarter as currency markets provided most of the profitable opportunities for the Fund. Losses were posted to the Fund in the middle of the third quarter, which came from some long U.S. dollar positions such as those against the Japanese yen and Euro. Profits were posted to the Fund at the end of the third quarter. Short exposures to the Canadian dollar and emerging market currencies such as the Brazilian real contributed to gains. Losses were posted to the fund at the beginning of the fourth quarter. Towards the end of October, the Trading Program recovered some earlier losses in currencies in connection with the Federal Open Market Committee announcement that an interest rate increase could occur in December. Losses were posted to the Fund in the middle of the fourth quarter, although the Trading Program’s net long U.S. dollar and net short Euro exposures benefited from anticipation of U.S. interest rate hike and Eurozone additional stimulus. Losses were posted to the Fund at the end of the fourth quarter. While the currencies sector performed negatively overall, the Trading Program made gains on its short position in the Canadian dollar.

 

 

 

Total Trading

 

Year ended December 31, 2014

 

Profit (Loss)

 

 

 

 

 

Interest Rates

 

$

19,440,705

 

Agricultural

 

2,857,640

 

Currencies

 

4,719,494

 

Energy

 

22,489,731

 

Metals

 

(3,803,255

)

Stock Indices

 

(2,791,468

)

Subtotal

 

42,912,847

 

Brokerage Commissions

 

(562,521

)

Total

 

$

42,350,326

 

 

34



 

The Fund experienced a net trading profit before brokerage commissions and related fees for the year ended December 31, 2014 of $42,912,847. The Fund’s profits were primarily attributable to energy, interest rate, currency and agriculture sectors posting profits. The metals and stock indices sectors posted losses.

 

The energy sector posted profits to the Fund.  Losses were posted to the Fund at the beginning of the first quarter. Oil prices fell early in January on speculation that supplies from Libya would recover, but the Trading Program’s long natural gas exposure profited from cold weather and the resulting draws on stockpiles. Profits were posted to the Fund in the middle of the first quarter due to the Fund’s long exposures to energies. Losses were posted to the Fund at the end of the first quarter as long positions in oil markets suffered as prices fell on expectations that supply from Iraq will more than offset any potential disruptions from Libya and Ukraine. Natural gas prices also declined following milder weather forecasts in the U.S. Profits were posted to the Fund at the beginning of the second quarter. In April, bullish U.S. natural gas inventory data rewarded the long positioning. Losses were posted to the Fund in the middle of the second quarter. In May, natural gas was the source of losses in energies as stock levels in North America and the weather outlook started to improve. Profits were posted to the Fund at the end of the second quarter in connection with the escalating violence in Iraq which boosted the price of crude oil. Losses were posted to the Fund at the beginning of the third quarter. The energy sector proved difficult to trade in July. Both crude oil and distillates turned bearish against the Trading Program’s reducing longs as the world’s biggest consumer of oil, the United States, reported both rising inventories and signs of weaker fuel demand. Losses were posted to the Fund in the middle of the third quarter due to the short exposure in natural gas. Natural gas futures advanced as a burst of late-summer heat slowed stockpiling of the power-plant fuel. Profits were posted to the Fund at the end of the third quarter due to the Trading Program’s short position in the energy market, which provided the bulk of the profits due to the downward trend of the energy market. Profits were posted to the Fund at the beginning of the fourth quarter. The energies sector was the top performing sector in October; oil prices declined on expectations that slowing growth will reduce demand for the increased global production levels. Profits were posted to the Fund in the middle of the fourth quarter. Performance was dominated by the energies sector, where short positions in oil markets produced the best profits. Profits were posted to the Fund at the end of the fourth quarter. The energies sector again dominated performance as oil prices continued their decline. Forecasts of future oil demand were reduced even as OPEC members reiterated that production would not be cut, and the Trading Program’s short positions profited as prices dropped. The natural gas short position also performed well as mild weather combined with high stock level data to push prices down.

 

The interest rate sector posted profits to the Fund. Losses were posted to the Fund at the beginning of the first quarter. Performance in fixed income markets was a function of the Fund’s mixed positioning.  Generally falling yields meant profits from long positions in Japanese and Euro zone bonds, but losses from the predominantly short positions elsewhere, most notably in UK Gilts following low inflation figures and in Canada following dovish comments from the Bank of Canada. Profits were posted to the Fund in the middle of the first quarter. The Fund also made gains in fixed income as investors generally sought the safety of bonds towards the end of February. Slowing inflation numbers in the Euro zone further provided support to bond prices, particularly in Italy. Profits were posted to the Fund at the end of the first quarter as the Ukrainian uncertainty drove increased demand for European bonds, benefiting the Fund’s long positions. Profits were posted to the Fund at the beginning of the second quarter due to long exposures in European, North American and Japanese bonds, which dominated the gains. Profits were posted to the Fund in the middle of the second quarter due to long positions in European bonds and other regions. Profits were posted to the Fund at the end of the second quarter in connection with the European Central Bank’s decision to set deposit rates to negative, in an effort to boost lending in the region. This allowed the European bonds and global equities to rally. Profits were posted to the Fund at the beginning of the third quarter due to long exposures to fixed income markets. Profits were posted to the Fund in the middle of the third quarter. Long fixed income exposures were strong performers in August. Early in August, an escalation of geopolitical tensions saw equity markets turn fragile and nervous investors sought the safety of fixed income markets. Losses were posted to the Fund at the end of the third quarter due to the fall in bond prices reducing the Trading Program’s positive performance. Profits were posted to the Fund at the beginning of the fourth quarter. Long positions in UK fixed income performed strongly following the release of low UK inflation figures. Profits were posted to the Fund in the middle of the fourth quarter. In Europe, the threat of negative inflation and the potential for full quantitative easing drove government bond yields lower. Other government bonds were also profitable as low inflation again delayed expectations of initial rate hikes in the UK and U.S. Profits were posted to the Fund at the end of the fourth quarter. The long positions in government bonds continued to profit from the general risk aversion and deteriorating outlook in Europe. The best profits came from German bonds and also UK Gilts after lower inflation and industrial production figures suggested that the UK economic recovery was starting to falter.

 

The currency sector posted profits to the Fund. Losses were posted to the Fund at the beginning of the first quarter. Emerging market currencies experienced sharp moves, and the Fund profited from some of its short positions.  However, the currencies sector was dragged into negative territory as the Japanese yen reversed its trend, buoyed by safe-haven buying. Profits were posted to the Fund in the middle of the first quarter. The U.S. dollar weakened and this led to

 

35



 

gains from the Fund’s net short dollar exposures particularly against the New Zealand dollar, British pound and Swiss franc. Profits were posted to the Fund at the end of the first quarter as the interest rate hike by the Reserve Bank of New Zealand and a large increase in the country’s trade surplus boosted the New Zealand dollar. Profits were posted to the Fund at the beginning of the second quarter due to the long British sterling position. Despite the Fund also making gains from capturing strengthening emerging market currencies such as the Korean won and Brazilian real, reversals in the Japanese yen, Canadian dollar and New Zealand dollar reduced the sector’s profits. Losses were posted to the Fund in the middle of the second quarter. In May, currencies delivered mixed results: rallies in British sterling and the New Zealand dollar lost momentum, but there were profits from longs in the Norwegian krone and also in the Indian rupee following the election of a new government. Profits were posted to the Fund at the end of the second quarter as the New Zealand dollar resumed its rally following a hawkish Reserve Bank of New Zealand statement. Losses were posted to the Fund at the beginning of the third quarter. The Trading Program’s net short U.S. dollar exposure dominated the losses, in particular against the New Zealand dollar where the Reserve Bank of New Zealand used rhetoric to talk down the strength of the local currency. Profits were posted to the Fund in the middle of the third quarter. The weaker Euro was a profitable theme for the Fund. The two best performing currency pairs in August were the Trading Program’s short Euro exposures against the Norwegian krone and the U.S. dollar.  Profits were posted to the Fund at the end of the third quarter due to the Trading Program’s long U.S. dollar and short Euro positions. Profits were posted to the Fund at the beginning of the fourth quarter. Performance from the currencies sector was close to flat, with gains from the Trading Program’s mostly long U.S dollar positions being offset by losses from the long exposure to the Norwegian krone, which fell against the Euro as oil prices declined.  Profits were posted to the Fund in the middle of the fourth quarter. The U.S. dollar resumed its rally, most significantly against the Japanese yen following the poor economic data there and the government’s further commitment to reflationary economic policies. Profits were posted to the Fund at the end of the fourth quarter as the currencies sector finished strongly, as the U.S. dollar continued its rally. As well as further gains from short positions in the Euro, Swiss franc and Japanese yen, the Trading Program also profited from sharp declines in the Russian ruble and Norwegian krone as the low oil price started to impact these currencies.

 

The agriculture sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter as agricultural markets performed well as bearish trends continued in wheat and sugar. Losses were posted to the Fund in the middle of the first quarter. Coffee, sugar and the soy complex rallied as drought affected Brazil, the world’s biggest exporter of these crops. The Fund made gains from long exposures to the soy contracts but incurred losses from short exposures to wheat.  Losses were posted to the Fund at the end of the first quarter. In agricultural markets, the best performers were lean hogs, where a virus outbreak drove prices higher, and soy markets which also rose on concerns about tighter supplies in the U.S. However, losses came from short positions in wheat amid concerns that the Ukrainian situation will threaten supplies. Profits were posted to the Fund at the beginning of the second quarter. In April, the soy complex continued to make gains as the effects of poor North American and South American harvests drove prices higher. Profits were posted to the Fund in the middle of the second quarter. In May, performance in agricultural markets was mixed as shorts in wheat and soybean oil profited, but cotton and lean hog prices saw pullbacks. Profits were posted to the Fund at the end of the second quarter due to gains from the Fund’s shorts in wheat amid easing concerns over global supplies. The Fund’s long exposure to live cattle also made gains as tight supplies in that market drove prices higher. Profits were posted to the Fund at the beginning of the third quarter. Agricultural markets proved profitable in July as bearish price action in grains, sugar and cotton rewarded the Trading Program’s short positions. Profits were posted to the Fund in the middle of the third quarter. Profits were posted to the Fund at the end of the third quarter because of the Trading Program’s short positions in wheat and sugar. Wheat prices declined over September, driven by signs of increasing supply in particular from the Black Sea region as tensions eased between Ukraine and Russia. Sugar prices also continued their bearish trend to the benefit of the Trading Program. Losses were posted to the Fund at the beginning of the fourth quarter. The Trading Program’s short wheat position was undermined as concerns about the effects of adverse weather drove prices back upwards. Losses were posted to the Fund in the middle of the fourth quarter due to the cold weather’s effect on wheat planting, driving prices higher and causing losses for the Trading Program’s short positions. Losses were posted to the Fund at the end of the fourth quarter

 

The metals sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. The emerging markets concerns weighed on industrial metals prices, hurting the Fund’s long positions in all markets except aluminum. Losses were posted to the Fund in the middle of the first quarter due to the Trading Program’s short exposures to precious metals. Losses were posted to the Fund at the end of the first quarter as the Fund’s long zinc positions struggled amid concerns about industrial activity in China. Profits were posted to the Fund at the beginning of the second quarter as long exposures to nickel made gains as the combination of an Indonesian ore export ban and sanctions on large Russian ore producers drove the price higher. Losses were posted to the Fund in the middle of the second quarter due to the Fund’s short copper positions as Chinese economic reforms improved demand forecasts. Losses were posted to the Fund at the end of the second quarter due to the Fund’s short positions in gold and silver resulting in metals being the worst performing sector in June. Profits were posted to the Fund at the beginning of the third quarter. In metals, dwindling warehouse supplies of zinc saw the Trading Program make gains from an established long exposure. Profits were posted to

 

36



 

the Fund in the middle of the third quarter and losses were posted to the Fund at the end of the third quarter. Profits were posted to the Fund at the beginning of the fourth quarter. Losses were posted to the Fund in the middle and end of the fourth quarter.

 

The stock indices sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. The Fund’s losses were from predominantly long equities exposure which overwhelmed the small profits from the sector’s few short positions.  In January, poor payrolls data in the United States exacerbated concerns about the economic recovery. Also, weak Chinese PMI data and Argentina’s rapid Peso devaluation triggered an emerging markets sell-off which became a global equity market retracement. Profits were posted to the Fund in the middle of the first quarter due to the Fund’s net long exposure to stock indices. Losses were posted to the Fund at the end of the first quarter. The tension in Ukraine also drove risk aversion in financial markets, and this combined with weak economic data from China to depress stock markets. However, as concerns about Ukraine later eased and rumors emerged of a Chinese stimulus package, stock markets partially recovered and the sector finished March close to flat. Profits were posted to the Fund at the beginning of the second quarter. Profits were posted to the Fund in the middle of the second quarter. Towards the end of May, stock indices rallied as positive economic data in the United States helped improve investor sentiment and market uncertainty declined, helping the Fund’s predominantly long positions. Profits were posted to the Fund at the end of the second quarter due to the Fund’s exposure in equity markets which were further boosted by favorable U.S. labor, housing and inflation data. Losses were posted to the Fund at the beginning of the third quarter due to reversal in equity markets. Despite a background of escalating geopolitical tensions, global equity markets traded higher for most of July. However, during the last few days of July, robust economic data from the United States was interpreted as an indication that the Fed may have to raise interest rates sooner than otherwise expected. As a result, equity markets sold off.  European and U.S. stock indices made the majority of the losses.  Profits were posted to the Fund in the middle of the third quarter. The top performing markets were the long exposures to U.S. indices. Some of the core European and Asian indices were small detractors, but did not prevent the sector registering a profit. Losses were posted to the Fund at the end of the third quarter due to weak European economic data and Chinese slowdown concerns which negatively affected the stock index prices. Losses were posted to the Fund at the beginning of the fourth quarter. Stock markets fell as a range of factors combined to derail investor confidence: weak data was released in the USA and the Euro zone, heightening Euro zone deflation concerns, and the International Monetary Fund cut its global growth forecasts. Profits were posted to the Fund in the middle of the fourth quarter due to long positions in stock indices performing strongly. Lower oil prices helped improve the global economic outlook, and equity markets were also buoyed by an interest rate cut in China and renewed commitment to economic stimulus measures in the euro zone and in Japan, which fell back into recession. Losses were posted to the Fund at the end of the fourth quarter. In financial markets, risk aversion returned as the deteriorating political situation in Greece sent European stock markets tumbling. This caused losses for all the Trading Program’s long positions in stock indices except for those in Chinese indices, which finished the year strongly in connection with new banking legislation.

 

Variables Affecting Performance

 

The principal variables that determine the net performance of the Fund are gross profitability from the Fund’s trading activities and interest income.

 

The Fund generally earns interest based on BofA Corp.’s “Interest Earning Program.” The present interest rate under the Interest Earning Program on U.S. dollar cash balances is the daily effective federal funds rate less 20 basis points, recalculated and accrued daily, and subject to a floor of 0%, except for the currencies designated by MLPF&S as “negative interest rate currencies,” see Item 1(c) “Narrative Description of Business—Cash Management and Interest.”   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.

 

During all periods set forth above in “Selected Financial Data”, the interest rates in many countries were at unusually low levels. In addition, low interest rates are frequently associated with reduced fixed income market volatility, and in static markets the Fund’s profit potential generally tends to be diminished.  On the other hand, during periods of higher interest rates, the relative attractiveness of a high risk investment such as the Fund may be reduced as compared to high yielding and much lower risk fixed-income investments.

 

The Fund’s management fees and Sponsor fees are a constant percentage of Fund’s assets.  Brokerage commissions, which are not based on a percentage of the Fund’s assets, are based on actual round turns.  The performance fees payable to the Trading Advisor are based on increase in the aggregate Net Asset Value of Classes of Units subject to the same rate of performance fees in excess of the High Water Mark, excluding interest and prior to reduction for Sponsor fees.

 

37



 

Unlike many investment fields, there is no meaningful distinction in the operation of the Fund between realized and unrealized profits.  Most of the contracts traded by the Fund are highly liquid and can be closed out at any time.

 

Except in unusual circumstances, factors—regulatory approvals, cost of goods sold, employee relations and the like—which often materially affect an operating business, have no material impact on the Fund.

 

Liquidity; 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 with the brokers. Changes in interest rates could cause periods of strong up or down price trends, during which the Fund’s profit or loss potential might increase. 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.

 

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.

 

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.

 

Recent Accounting Developments

 

Recent accounting developments, if any, are discussed in the notes to the financial statements, which are included in Exhibit 13.01.

 

Item 7A: 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 the Trading Advisor, 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.

 

38



 

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 statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (“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 the Trading Advisor 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 (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 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 periods. During the years ended December 31, 2016 and December 31, 2015, the Fund’s average period-end Net Asset Value was approximately $120,513,968 and $137,063,328, respectively.

 

December 31, 2016

 

 

 

Average Value

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector

 

at Risk

 

Capitalization

 

at Risk

 

at Risk

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

$

1,308,866

 

1.09

%

$

2,613,907

 

$

786,143

 

Currencies

 

2,898,518

 

2.41

%

5,335,631

 

1,148,493

 

Energy

 

611,839

 

0.51

%

1,441,531

 

106,389

 

Interest Rates

 

2,808,637

 

2.33

%

6,747,550

 

585,432

 

Metals

 

1,419,598

 

1.18

%

2,842,084

 

404,584

 

Stock Indices

 

946,321

 

0.79

%

2,047,641

 

16,723

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

9,993,779

 

8.31

%

$

21,028,344

 

$

3,047,764

 

 

39



 

December 31, 2015

 

 

 

Average Value

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector

 

at Risk

 

Capitalization

 

at Risk

 

at Risk

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

$

2,640,099

 

1.93

%

$

5,649,057

 

$

402,728

 

Currencies

 

1,568,771

 

1.14

%

2,614,176

 

238,774

 

Energy

 

1,329,995

 

0.97

%

1,866,903

 

867,890

 

Interest Rates

 

5,196,679

 

3.79

%

7,632,354

 

2,840,612

 

Metals

 

1,640,750

 

1.20

%

3,078,869

 

613,196

 

Stock Indices

 

1,121,608

 

0.82

%

2,109,403

 

657,329

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

13,497,902

 

9.85

%

$

22,950,762

 

$

5,620,529

 

 

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 and MLI.

 

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 the Trading Advisor 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 time value of their investment in the Fund.

 

The following were the primary trading risk exposures of the Fund as of December 31, 2016, by market sector.

 

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

 

40



 

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. However, the Fund’s major exposures have typically been in the U.S. dollar/Japanese yen, U.S. dollar/Euro and U.S. dollar/Swiss franc positions. 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 to S&P 500, Nikkei and German DAX 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 both 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, cocoa and livestock accounted for the substantial bulk of the Fund’s agricultural commodities exposure as of December 31, 2016.

 

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 primary non-trading risk exposures of the Fund as of December 31, 2016.

 

Foreign Currency Balances

 

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

 

U.S. Dollar Cash Balance

 

The Fund holds the vast majority of its U.S. dollars in cash at MLPF&S and MLI. 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.

 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

Trading Risk

 

MLAI has procedures in place intended to control market risk, although there can be no assurance that they will, in fact, succeed in doing so.  While MLAI does not itself intervene in the markets to hedge or diversify the Fund’s market exposure, MLAI may urge the Trading Advisor to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual, except in cases in which it appears that the Trading Advisor has begun to deviate from past practice and trading policies or to be trading erratically. MLAI’s basic control procedures consist of the process of monitoring the Trading Advisor with the market risk controls being applied by the Trading Advisor itself.

 

41



 

Risk Management

 

With respect to market and liquidity risk, the Trading Advisor employs a value-at-risk methodology and other risk management procedures to monitor the exposure of the Trading Program to this risk within pre-defined guidelines.  If risk exceeds the maximum prescribed level, risk reducing investments will be entered into.  Additionally, the Trading Advisor has developed mechanisms designed to control risk effectively at both an individual market and portfolio level.  In seeking to control the risks of the Trading Program, the Trading Advisor may intervene in the risk management framework in extreme market situations where the Trading Advisor believes that an intervention is in the best interests of its clients.  The Trading Advisor has an Operational Risk Committee, which is responsible for managing all operational risk affecting the Trading Advisor.  Operational risk is defined as the risk of loss resulting from inadequate or failed processes, people and systems or external events.  It includes the risk of failure of a broker or other service provider, the risk of the loss of investment or operational capability at the Trading Advisor, the risk of breaches of intellectual property security and the risk of breaches of law or regulation.

 

Non-Trading Risk

 

The Fund controls the non-trading exchange rate risk by regularly converting foreign currency balances back into U.S. dollars at least once per week, and more frequently if a particular foreign currency balance becomes unusually high.

 

The Fund has cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline. However, a certain amount of cash or cash equivalents must be held by the Fund in order to facilitate margin payments and pay expenses and redemptions. MLAI does not take any steps to limit the cash flow risk on its cash held on deposit at MLPF&S.

 

Item 8: Financial Statements and Supplementary Data

 

The following quarterly information is unaudited.

 

 

 

Fourth

 

Third

 

Second

 

First

 

Fourth

 

Third

 

Second

 

First

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

 

 

2016

 

2016

 

2016

 

2016

 

2015

 

2015

 

2015

 

2015

 

Total Income (Loss)

 

$

(6,013,206

)

$

(1,403,289

)

$

(1,849,501

)

$

2,494,810

 

$

4,124,533

 

$

16,726,458

 

$

(20,287,434

)

$

15,547,826

 

Total Expenses

 

1,325,825

 

1,368,885

 

1,365,929

 

1,774,396

 

1,569,920

 

1,439,507

 

1,395,067

 

4,406,698

 

Net Income (Loss)

 

$

(7,339,031

)

$

(2,772,174

)

$

(3,215,430

)

$

720,414

 

$

2,554,613

 

$

15,286,951

 

$

(21,682,501

)

$

11,141,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) per weighted average Units (a)

 

$

(0.0986

)

$

(0.0365

)

$

(0.0418

)

$

0.0095

 

$

0.0313

 

$

0.1873

 

$

(0.2631

)

$

0.1264

 

 


(a) The Net Income (Loss) per weighted average Unit is based on the weighted average of the total Units for each quarter.

 

The financial statements required by this Item are included in Exhibit 13.01.

 

The supplementary financial information (“information about oil and gas producing activities”) specified by Item 302(b) of Regulation S-K is not applicable.

 

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A: Controls and Procedures

 

Disclosure Controls and Procedures

 

MLAI’s Chief Executive Officer and Chief Financial Officer, on behalf of the Fund, have 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) with respect to the Fund as of and for the year which ended December 31, 2016, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective.

 

42



 

Management’s Annual Report on Internal Control over Financial Reporting:

 

The Fund’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Fund’s internal control over financial reporting is a process designed under the supervision of MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund and is effected by management, other personnel and service providers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and included those policy and procedures that:

 

·                  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Fund.

 

·                  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that  receipts and expenditures of the Fund are being made only in accordance with authorizations of management and directors of the Fund; and

 

·                  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Fund’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Fund’s management assessed the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2016.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its report entitled Internal Control — Integrated Framework (2013).

 

Based on its assessment the Fund’s management concluded that at December 31, 2016, the Fund’s internal control over financial reporting was effective.

 

Changes in Internal Control over Financial Reporting

 

No change in internal control over financial reporting (in connection with Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act) occurred during the quarter ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

Item 9B:  Other Information

 

Not applicable.

 

PART III

 

Item 10: Directors, Executive Officers and Corporate Governance

 

10(a) and 10(b)           Identification of Directors and Executive Officers:

 

The Fund has no officers or directors and is managed by MLAI. Trading decisions are made by the Trading Advisor on behalf of the Fund.

 

The managers and executive officers of MLAI and their respective business backgrounds are as follows:

 

Nancy Fahmy

 

Chief Executive Officer, President and Manager

 

 

 

Barbra E. Kocsis

 

Chief Financial Officer and Vice President

 

 

 

Dominick A. Carlino

 

Vice President and Manager

 

43



 

Ninon Marapachi

 

Vice President and Manager

 

 

 

Jeff McGoey

 

Vice President and Manager

 

 

 

Greg Parets

 

Vice President and Manager

 

 

 

John V. Leale

 

Vice President and Manager

 

Nancy Fahmy, age 42, has been the Chief Executive Officer and President of MLAI since October 2015 and is also head of Alternative Investments for the Global Wealth and Retirement Solutions group (“GWRS”), which is a business unit within the BofA Corp. Global Wealth & Investment Management group (“GWIM”), a division within BofA Corp.   The Alternative Investments group is responsible for providing advisors and clients with access to a range of platforms and investments solutions including hedge funds, private equity, managed futures and precious metals.  Since January 2014, she has been a member of MLAI’s Board of Managers.  Prior to her appointment as the head of the Alternative Investment group in July 2015, Ms. Fahmy was a Managing Director within GWIM, and responsible for private equity and real assets origination and distribution within MLAI since December 2012.  She joined MLAI as a Director in April 2006 and was head of private equity and real assets origination and distribution from that date to December 2012.  In these capacities, Ms. Fahmy was responsible for a team of private equity and real assets specialists that worked with financial advisors, portfolio managers and clients to educate and raise capital.  Ms. Fahmy holds a B.S. degree in Business Administration and Finance with a minor in Economics from the University of Delaware.

 

Ms. Fahmy has been registered with the CFTC as an associated person of MLAI since October 22, 2015, and she has been listed as a principal of MLAI since January 9, 2014.  Ms. Fahmy has been a NFA associate member and registered as an associated person of MLPF&S since October 2015.

 

Barbra E. Kocsis, age 50, is the Chief Financial Officer for MLAI and is a Director within BofA Corp.’s Global Technology and Operations group, positions she has held since October 2006. Ms. Kocsis’ responsibilities include providing a full range of specialized financial and tax accounting services for the Alternative Investment products offered through the Selling Agent.  She graduated cum laude from Monmouth College with a Bachelor of Science in Business Administration — Accounting.

 

Ms. Kocsis has been listed with the CFTC as a principal of MLAI since May 21, 2007.

 

Dominick A. Carlino, age 44, has been a Managing Director of MLAI since April 2016, and the head of heading Relationship Management and Business Development Distribution for MLAI, since May 2013.  In his role, he is responsible for enhancing and driving relationships between MLAI and key asset management partners. Mr. Carlino was on a garden leave from July 2012 through May 2013.  Prior to joining Merrill Lynch, Mr. Carlino was Senior Managing Director and Head of Business Development at AlphaOne Capital Partners LLC, an equity-focused alternative asset management firm, from March 2011 through July 2012.  From April 2005 through March 2011, he served as an Executive Director within Morgan Stanley Alternative Investment Partners LP, a registered commodity pool operator, focused on business development and distribution.  Mr. Carlino holds an M.B.A. and a B.S. degree in Finance from Villanova University.

 

Mr. Carlino has been listed as a principal of MLAI since January 2, 2014.

 

Ninon Marapachi, age 39, has been the head of the Hedge Fund Origination and Product Management team within the BofA Corp. Alternative Investments Group, a division within BofA Corp. that provides investment professionals and their clients with access to investment products and other services, since September 2008.  Her team is responsible for sourcing, structuring, negotiating and managing hedge funds and managed futures products on GWRS’ hedge fund platform. Ms. Marapachi graduated magna cum laude with a B.A. degree in Economics from Mount Holyoke College.

 

Ms. Marapachi has been listed as a principal of MLAI since January 3, 2014. She has been an NFA associate member since February 2011 and registered as an associated person of MLPF&S since March 2011.

 

Jeff McGoey, age 40, has been a Director within GWRS responsible for Alternative Investment Platform Oversight for BofA Corp. since December 2010.  Mr. McGoey had portfolio oversight of ten derivative based closed end

 

44



 

funds from March 2009 through December 2010.  Within GWRS Alternative Investments, from May 2008 through December 2010, Mr. McGoey was a Vice President holding various roles including hedge fund and private equity origination, exchange fund and customized fund oversight, and managing various strategic initiatives across the organization.  Mr. McGoey is a CFA Charter holder, maintains the CAIA designation and holds a B.A. degree in Economics from Rutgers College in New Jersey.

 

Mr. McGoey has been listed as a principal of MLAI since January 13, 2014.

 

Greg Parets, age 40, has been Head of Cross Platform Initiatives for the Alternative Investments Group of GWIM since June 2013.  Mr. Parets joined BofA Corp. in September 2010 as Head of Strategic Initiatives in the Alternative Investments Group’s Origination & Product Management team and remained in this role until June 2013.  In this role, he led creation and implementation of an industry-leading platform to offer hedge funds, managed futures, and select private equity funds to advisory accounts. Mr. Parets graduated summa cum laude from The George Washington University with a B.B.A. degree in International Business and cum laude from Harvard Law School with a J.D.

 

Mr. Parets has been listed as a principal of MLAI since January 2, 2014.

 

John V. Leale, age 55, is a Director and serves as the Head of the Private Equity and Real Assets Product Origination within BofA Corp. Mr. Leale joined the Alternative Investments group within GWIM in May 2014 and along with his team is responsible for identifying and developing illiquid fund offerings which include private equity, real assets, credit and special situations. Prior to joining Merrill Lynch, Mr. Leale was the head of Private Equity Product Development for Morgan Stanley Wealth Management since 2009.   Mr. Leale is a graduate of St. Peter’s University.

 

Mr. Leale has been listed as a principal of MLAI since March 1, 2017.

 

MLAI acts as the sponsor and manager to three public futures funds whose units of limited liability company interests are registered under the Securities Exchange Act: Aspect FuturesAccess LLC, ML BlueTrend FuturesAccess LLC, and ML Winton FuturesAccess LLC. Because MLAI serves as the sole sponsor and manager of each of these funds, the officers and managers of MLAI effectively manage them as officers and directors of such funds.

 

(c)                                  Identification of Certain Significant Employees:

 

None.

 

(d)                                 Family Relationships:

 

None.

 

(e)                                  Business Experience:

 

See Items 10(a) and (b) above.

 

(f)                                   Involvement in Certain Legal Proceedings:

 

None.

 

(g)                                  Promoters and Control Persons:

 

Not applicable.

 

(h)                                 Section 16(a) Beneficial Ownership Reporting Compliance:

 

To the Fund’s knowledge, all required Section 16(a) filings during the fiscal year ended December 31, 2016 were timely and correctly made.

 

45



 

Code of Ethics:

 

MLAI and BofA Corp. have adopted a code of ethics which applies to the Fund’s (MLAI’s) principal executive officer and principal financial officer or persons performing similar functions on behalf of the Fund.  A copy of the code of ethics is available to any person, without charge, upon request by calling 1-866-MER-ALTS.

 

Nominating Committee:

 

Not applicable. (Neither the Fund nor MLAI has a nominating committee.)

 

Audit Committee; Audit Committee Financial Expert:

 

Not applicable. (Neither the Fund nor MLAI has an audit committee. There are no listed shares of the Fund or MLAI.)

 

Item 11: Executive Compensation

 

The Fund does not have any officers or employees. The managers and officers of MLAI are remunerated by BofA Corp. in their respective positions.  The managers and officers do not receive compensation from the Fund. The Fund pays Sponsor fees to MLAI and brokerage commissions to MLPF&S, which is a BofA Corp. affiliate. MLAI also receives a portion of the management fees.  MLAI or BofA Corp. affiliates may also receive certain economic benefits from possession of the Fund’s U.S. dollar assets.  See Item 1(c) “Narrative Description of Business—Description of Current Charges.”

 

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

(a)                                 Security Ownership of Certain Beneficial Owners:

 

Not applicable. (The Units represent limited liability company interests. The Fund is managed by its Manager, MLAI.)

 

(b)                                 Security Ownership of Management:

 

MLAI owns 50 Class D Units which represent less than 1% of the Fund’s Net Asset Value.  The managers and executive officers of MLAI do not own any Units.

 

(c)                                  Changes in Control:

 

None.

 

(d)                                 Securities Authorized for Issuance Under Equity Compensation Plans:

 

Not applicable.

 

Item 13: Certain Relationships and Related Transactions and Director Independence

 

See Item 1(c) “Narrative Description of Business—Description of Current Charges” regarding certain fee arrangements with respect to the Fund and MLAI or other BofA Corp. affiliates.

 

Director Independence:

 

No person who served as a manager of MLAI during 2016 could be considered independent (based on the definition of an independent director under the NASDAQ rules).

 

46



 

Item 14: Principal Accounting Fees and Services

 

(a)         Audit Fees

 

Aggregate fees billed directly to the Fund for professional services rendered by the principal accountant, PricewaterhouseCoopers LLP, for the audit of the Fund’s annual financial statements and review of financial statements included in the Fund’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the years ended December 31, 2016 and 2015 were $182,400 and $182,400, respectively.

 

(b)         Audit-Related Fees

 

There were no other audit-related fees billed for the years ended December 31, 2016 and 2015 related to the Fund.

 

(c)          Tax Fees

 

No fees were billed by PricewaterhouseCoopers LLP or any member firms of PricewaterhouseCoopers and their respective affiliates for the years ended December 31, 2016 and 2015 for professional services rendered to the Fund in connection with tax compliance, tax advice and tax planning.

 

(d)         All Other Fees

 

No other fees were billed by PricewaterhouseCoopers LLP or any member firms of PricewaterhouseCoopers and their respective affiliates for the years ended December 31, 2016 and 2015 for professional services rendered to the Fund, other than as set forth in the preceding paragraph (a).

 

(e)                                                          Neither the Fund nor MLAI has an audit committee to pre-approve principal accountant fees and services.  In lieu of an audit committee, the managers and the principal financial officer pre-approve all services prior to the commencement of services.

 

PART IV

 

Item 15:                         Exhibits, Financial Statement Schedules

 

1.                                      Financial Statements (found in Exhibit 13.01):

 

 

 

 

 

Page:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

1

 

 

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

 

 

Statements of Financial Condition as of December 31, 2016 and 2015

 

2

 

 

 

 

 

Statements of Operations for the years ended December 31, 2016, 2015 and 2014

 

3

 

 

 

 

 

Statements of Changes in Members’ Capital for the years ended December 31, 2016, 2015 and 2014

 

4

 

 

 

 

 

Financial Data Highlights for the years ended December 31, 2016, 2015 and 2014

 

6

 

 

 

 

 

Notes to Financial Statements

 

9

 

2.                                      Financial Statement Schedules:

 

Financial statement schedules not included in this Form 10-K have been omitted for the reason that they are not required or are not applicable or that equivalent information has been included in the financial statements or notes thereto.

 

47



 

3.                                      Exhibits:

 

The following exhibits are incorporated by reference or are filed herewith to this Annual Report on Form 10-K:

 

Designation

 

Description

 

 

 

3.01

 

Amended and Restated Certificate of Formation of ML Aspect FuturesAccess LLC.

 

 

 

Exhibit 3.01:

 

Is incorporated by reference from Exhibit 3.01 contained in the registrant’s Report on Form 8-K filed on February 14, 2012.

 

 

 

3.02

 

Fifth Amended and Restated Limited Liability Company Operating Agreement of Aspect FuturesAccess LLC.

 

 

 

Exhibit 3.02

 

Is incorporated by reference from Exhibit 3.02 contained in the registrant’s Report on Form 8-K filed on December 6, 2012.

 

 

 

3.03

 

Amendment to the Fifth Amended and Restated Limited Liability Company Operating Agreement of Aspect FuturesAccess LLC

 

 

 

Exhibit 3.03

 

Is incorporated by reference from Exhibit 3.02(i) contained in the registrant’s Report on Form 8-K filed on October 18, 2013.

 

 

 

3.04

 

Amendment to the Fifth Amended and Restated Limited Liability Company Operating Agreement of Aspect FuturesAccess LLC.

 

 

 

Exhibit 3.04

 

Is incorporated by reference from Exhibit 3.02(i) contained in the registrant’s Report on Form 8-K filed on April 9, 2015.

 

 

 

10.01

 

Customer Agreements between ML Aspect FuturesAccess LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

 

 

Exhibit 10.01:

 

Is incorporated by reference from Exhibit 10.01 contained in Amendment No. 1 to the registrant’s Registration Statement on Form 10 filed on February 12, 2008.

 

 

 

10.02

 

Advisory Agreement among ML Aspect FuturesAccess LLC, ML Aspect FuturesAccess Ltd., Aspect Capital Limited and Merrill Lynch Alternative Investments LLC.

 

 

 

Exhibit 10.02:

 

Is incorporated by reference from Exhibit 10.02 contained in the registrant’s Registration Statement on Form 10 filed on December 20, 2004.

 

 

 

10.03

 

Amendment to Advisory Agreement among Aspect FuturesAccess LLC, Aspect Capital Limited and Merrill Lynch Alternative Investments LLC.

 

 

 

Exhibit 10.03:

 

Is incorporated by reference from Exhibit 10.01 contained in the registrant’s Report on Form 8-K filed on December 10, 2014.

 

 

 

10.04

 

Amendment to Advisory Agreement among Aspect FuturesAccess LLC, Aspect Capital Limited and Merrill Lynch Alternative Investments LLC.

 

 

 

Exhibit 10.04

 

Is incorporated by reference from Exhibit 10.01 contained in the registrant’s Report on Form 8-K filed on May 29, 2015.

 

 

 

13.01

 

2016 Annual Report and Report of Independent Registered Public Accounting Firm.

 

48



 

Exhibit 13.01:

 

Is filed herewith.

 

 

 

31.01 and 31.02

 

Rule 13a-14(a)/15d-14(a) Certifications.

 

 

 

Exhibit 31.01

 

 

and 31.02:

 

Are filed herewith.

 

 

 

32.01 and 32.02

 

Section 1350 Certifications.

 

 

 

Exhibit 32.01

 

 

and 32.02:

 

Are filed herewith.

 

 

 

99.1

 

Amended and Restated Selling Agreement effective as of July 8, 2011 between Merrill Lynch Alternative Investments LLC (for itself, and as sponsor on behalf of the investment funds listed therein) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as selling agent).

 

 

 

Exhibit 99.1:

 

Is incorporated by reference from Exhibit 99.1 contained in the registrant’s Report on Form 8-K filed on July 11, 2011.

 

 

 

Exhibit 101

 

The following materials from the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 formatted in XBRL (Extensible Business Reporting Language): ( i )Statements of Financial Condition (ii) Statements of Operations (iii) Statements of Changes in Members’ Capital (iv) Financial Data Highlights and (v) Notes to Financial Statements, tagged as blocks of text.

 

 

 

Exhibit 101

 

Is filed herewith.

 

49



 

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 on March 17, 2017.

 

ASPECT FUTURESACCESS LLC

 

By:  MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC, MANAGER

 

By:

/s/Nancy Fahmy

 

Nancy Fahmy

 

Chief Executive Officer and President

 

(Principal Executive Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/Nancy Fahmy

 

Chief Executive Officer, President and Manager

 

March 17, 2017

Nancy Fahmy

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Barbra E. Kocsis

 

Chief Financial Officer and Vice President

 

March 17, 2017

Barbra E. Kocsis

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/Dominick A. Carlino

 

Vice President and Manager

 

March 17, 2017

Dominick A. Carlino

 

 

 

 

 

 

 

 

 

/s/Ninon Marapachi

 

Vice President and Manager

 

March 17, 2017

Ninon Marapachi

 

 

 

 

 

 

 

 

 

/s/Jeff McGoey

 

Vice President and Manager

 

March 17, 2017

Jeff McGoey

 

 

 

 

 

 

 

 

 

/s/ Greg Parets

 

Vice President and Manager

 

March 17, 2017

Greg Parets

 

 

 

 

 

 

 

 

 

s/ John V. Leale

 

Vice President and Manager

 

March 17, 2017

John V. Leale

 

 

 

 

 

50



 

ASPECT FUTURESACCESS LLC

 

2016 FORM 10-K

 

INDEX TO EXHIBITS

 

 

 

Exhibit

 

 

 

Exhibit 13.01

 

2016 Annual Report and Report of Independent Registered Public Accounting Firm

 

 

 

Exhibit 31.01 and 31.02

 

Rule 13a - 14(a) / 15d - 14(a) Certifications

 

 

 

Exhibit 32.01 and 32.02

 

Sections 1350 Certifications

 

 

 

Exhibit 101

 

The following materials from the Fund’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Financial Condition (ii) Statements of Operations (iii) Statements of Changes in Members’ Capital (iv) Financial Data Highlights and (v) Notes to Financial Statements, tagged as blocks of text.