Exhibit 13.01
ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
Financial Statements for the year ended
December 31, 2006 and for the period April 1, 2005
(Commencement of Operations) to December 31, 2005
and Report of Independent Registered Public Accounting Firm

ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
TABLE OF CONTENTS
| | Page |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 1 |
| | |
FINANCIAL STATEMENTS: | | |
| | |
Statements of Financial Condition as of December 31, 2006 and 2005 | | 2 |
| | |
Statements of Income for the year ended December 31, 2006 and for the period April 1, 2005 | | |
(commencement of operations) to December 31, 2005 | | 3 |
| | |
Statements of Changes in Members’ Capital for the year ended December 31, 2006 and for the | | |
period April 1, 2005 (commencement of operations) to December 31, 2005 | | 4-5 |
| | |
| | |
Financial Data Highlights for the year ended December 31, 2006 | | 6 |
| | |
Notes to Financial Statements | | 7-14 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members of
ML Aspect FuturesAccess LLC:
We have audited the accompanying statements of financial condition of ML Aspect FuturesAccess LLC (the “Fund”) as of December 31, 2006 and 2005, and the related statements of income and of changes in members’ capital for the year ended December 31, 2006 and for the period April 1, 2005 (commencement of operations) to December 31, 2005, and the financial data highlights for the year ended December 31, 2006. These financial statements and financial data highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial data highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial data highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial data highlights referred to above present fairly in all material respects, the financial position of ML Aspect FuturesAccess LLC as of December 31, 2006 and 2005, the results of its operations and the changes in its members’ capital for the year ended December 31, 2006, and for the period April 1, 2005 (commencement of operations) to December 31, 2005, and the financial data highlights for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP | |
| New York, New York |
| | |
March 27, 2007
ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2006 AND 2005
| | 2006 | | 2005 | |
| | | | | |
ASSETS: | | | | | |
Equity in commodity futures trading accounts: | | | | | |
Cash (including restricted cash of $34,158,049 for 2006 and $8,123,410 for 2005) | | $ | 116,217,072 | | $ | 30,348,029 | |
Net unrealized gains on open contracts | | 5,510,770 | | 638,884 | |
Cash | | 290,435 | | 18,796 | |
Accrued interest | | 474,361 | | 104,310 | |
| | | | | |
TOTAL ASSETS | | $ | 122,492,638 | | $ | 31,110,019 | |
| | | | | |
LIABILITIES AND MEMBERS’ CAPITAL | | | | | |
LIABILITIES: | | | | | |
Brokerage commissions payable | | $ | 44,275 | | $ | 15,491 | |
Management fee payable | | 203,118 | | 50,943 | |
Sponsor fee payable | | 186,736 | | 43,565 | |
Performance fee payable | | 1,416,045 | | 422,270 | |
Redemptions payable | | 808,617 | | 37,220 | |
Initial offering costs payable | | 31,196 | | 60,707 | |
Other | | 325,731 | | 75,170 | |
| | | | | |
Total liabilities | | 3,015,718 | | 705,366 | |
| | | | | |
MEMBERS’ CAPITAL: | | | | | |
Sponsor’s Interest (20,647 Units and 20,647 Units) | | 23,905 | | 21,954 | |
Members’ Interest (102,762,880 Units and 28,535,392 Units) | | 119,453,015 | | 30,382,699 | |
Total members’ capital | | 119,476,920 | | 30,404,653 | |
| | | | | |
TOTAL LIABILITIES AND MEMBERS’ CAPITAL | | $ | 122,492,638 | | $ | 31,110,019 | |
| | | | | |
NET ASSET VALUE PER UNIT (NOTE 5) | | | | | |
(Based on 102,783,527 and 28,556,039 Units outstanding, unlimited Units authorized) | | | | | |
See notes to financial statements.
2
ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2006 AND FOR THE PERIOD APRIL 1, 2005
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2005
| | 2006 | | 2005 | |
TRADING PROFIT (LOSS): | | | | | |
| | | | | |
Realized | | $ | 3,685,911 | | $ | 1,461,386 | |
Change in unrealized | | 4,871,886 | | 638,884 | |
Brokerage commissions | | (364,137 | ) | (87,681 | ) |
| | | | | |
Total trading profit | | 8,193,660 | | 2,012,589 | |
| | | | | |
INVESTMENT INCOME: | | | | | |
Interest | | 3,456,878 | | 523,605 | |
| | | | | |
EXPENSES: | | | | | |
Management fee | | 1,479,278 | | 318,128 | |
Sponsor fee | | 1,358,328 | | 230,699 | |
Performance fee | | 1,416,045 | | 422,270 | |
Other | | 663,356 | | 93,442 | |
| | | | | |
Total expenses | | 4,917,007 | | 1,064,539 | |
| | | | | |
NET INVESTMENT LOSS | | (1,460,129 | ) | (540,934 | ) |
| | | | | |
NET INCOME | | $ | 6,733,531 | | $ | 1,471,655 | |
| | | | | |
NET INCOME PER UNIT: | | | | | |
| | | | | |
Weighted average number of Units outstanding | | | | | |
Class A | | 6,463,612 | | 1,254,082 | |
Class C | | 41,576,411 | | 9,695,949 | |
Class D | | 9,623,303 | | 6,156,322 | |
Class I | | 8,746,222 | | 2,797,702 | |
| | | | | |
Net income per weighted average Unit | | | | | |
Class A | | $ | 0.1353 | | $ | 0.0640 | |
Class C | | $ | 0.0948 | | $ | 0.0650 | |
Class D | | $ | 0.0862 | | $ | 0.1022 | |
Class I | | $ | 0.1242 | | $ | 0.0470 | |
| | | | | |
See notes to financial statements.
3
ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2006 AND FOR THE PERIOD APRIL 1, 2005
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2005 (cont.)
| | | | | | | | Members’ Capital | | | | | | Members’ Capital | |
| | Initial Offering | | Subscriptions | | Redemptions | | December 31, 2005 | | Subscriptions | | Redemptions | | December 31, 2006 | |
| | | | | | | | | | | | | | | |
Class A | | 500,175 | | 1,672,083 | | (73,125 | ) | 2,099,133 | | 12,533,998 | | (834,543 | ) | 13,798,588 | |
Class C | | 4,195,000 | | 12,459,190 | | (909,169 | ) | 15,745,021 | | 50,660,812 | | (3,092,087 | ) | 63,313,746 | |
Class D | | 6,531,336 | | 40,407 | | (1,828,989 | ) | 4,742,754 | | 13,160,166 | | (4,371,011 | ) | 13,531,909 | |
Class I | | 337,750 | | 5,620,734 | | (10,000 | ) | 5,948,484 | | 6,289,323 | | (119,170 | ) | 12,118,637 | |
| | | | | | | | | | | | | | | |
Total Members’ Units | | 11,564,261 | | 19,792,414 | | (2,821,283 | ) | 28,535,392 | | 82,644,299 | | (8,416,811 | ) | 102,762,880 | |
| | | | | | | | | | | | | | | |
Class A | | — | | 10,319 | | — | | 10,319 | | — | | — | | 10,319 | |
Class C | | — | | 10,328 | | — | | 10,328 | | — | | — | | 10,328 | |
Class D | | — | | — | | — | | — | | — | | — | | — | |
Class I | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Sponsor’s Units | | — | | 20,647 | | — | | 20,647 | | — | | — | | 20,647 | |
See notes to financial statements.
4
ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2006 AND FOR THE PERIOD APRIL 1, 2005
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2005
| | | | Initial | | | | | | | | Members’ Capital | | | | | | | | Members’ Capital | |
| | Initial Offering | | Offering Costs | | Subscriptions | | Redemptions | | Net Income | | December 31, 2005 | | Subscriptions | | Redemptions | | Net Income | | December 31, 2006 | |
| | | | | | | | | | | | | | | | | | | | | |
Class A | | $ | 500,175 | | $ | (5,246 | ) | $ | 1,734,824 | | $ | (75,925 | ) | $ | 79,274 | | $ | 2,233,102 | | $ | 13,919,256 | | $ | (935,963 | ) | $ | 873,239 | | $ | 16,089,634 | |
Class C | | 4,195,000 | | (39,432 | ) | 12,810,428 | | (931,290 | ) | 629,694 | | 16,664,400 | | 55,538,003 | | (3,393,896 | ) | 3,942,484 | | 72,750,991 | |
Class D | | 6,531,336 | | (15,300 | ) | 40,795 | | (1,999,999 | ) | 629,215 | | 5,186,047 | | 15,378,348 | | (4,979,747 | ) | 829,458 | | 16,414,106 | |
Class I | | 337,750 | | (14,003 | ) | 5,854,302 | | (10,417 | ) | 131,518 | | 6,299,150 | | 6,943,693 | | (130,958 | ) | 1,086,399 | | 14,198,284 | |
| | | | | | | | | | | | | | | | | | | | | |
Total Members’ Interest | | $ | 11,564,261 | | $ | (73,981 | ) | $ | 20,440,349 | | $ | (3,017,631 | ) | $ | 1,469,701 | | $ | 30,382,699 | | $ | 91,779,300 | | $ | (9,440,564 | ) | $ | 6,731,580 | | $ | 119,453,015 | |
| | | | | | | | | | | | | | | | | | | | | |
Class A | | $ | — | | $ | — | | $ | 10,000 | | $ | — | | $ | 1,001 | | $ | 11,001 | | $ | — | | $ | — | | $ | 1,034 | | $ | 12,035 | |
Class C | | — | | — | | 10,000 | | — | | 953 | | 10,953 | | — | | — | | 917 | | 11,870 | |
Class D | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Class I | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | |
Total Sponsor’s Interest | | $ | — | | $ | — | | $ | 20,000 | | $ | — | | $ | 1,954 | | $ | 21,954 | | $ | — | | $ | — | | $ | 1,951 | | $ | 23,905 | |
| | | | | | | | | | | | | | | | | | | | | |
Total Members’ Capital | | $ | 11,564,261 | | $ | (73,981 | ) | $ | 20,460,349 | | $ | (3,017,631 | ) | $ | 1,471,655 | | $ | 30,404,653 | | $ | 91,779,300 | | $ | (9,440,564 | ) | $ | 6,733,531 | | $ | 119,476,920 | |
See notes to financial statements.
5
ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
FINANCIAL DATA HIGHLIGHTS
FOR THE YEAR ENDED DECEMBER 31, 2006
The following per unit data and ratios have been derived from information provided in the financial statements.
| | Class A | | Class C | | Class D | | Class I | |
Per Unit Operating Performance: | | | | | | | | | |
| | | | | | | | | |
Net asset value, beginning of period | | $ | 1.0638 | | $ | 1.0584 | | $ | 1.0935 | | $ | 1.0590 | |
| | | | | | | | | |
Realized trading profit | | 0.0429 | | 0.0422 | | 0.0444 | | 0.0422 | |
Change in unrealized trading profit | | 0.0872 | | 0.0866 | | 0.0904 | | 0.0873 | |
Brokerage commissions | | (0.0057 | ) | (0.0057 | ) | (0.0059 | ) | (0.0057 | ) |
Interest income | | 0.0505 | | 0.0500 | | 0.0522 | | 0.0505 | |
Expenses | | (0.0727 | ) | (0.0824 | ) | (0.0616 | ) | (0.0617 | ) |
| | | | | | | | | |
Net asset value, end of period | | $ | 1.1660 | | $ | 1.1491 | | $ | 1.2130 | | $ | 1.1716 | |
| | | | | | | | | |
Total Return: | | | | | | | | | |
| | | | | | | | | |
Total return before Performance fees | | 11.70 | % | 10.59 | % | 13.38 | % | 12.14 | % |
Performance fees | | -2.29 | % | -2.23 | % | -2.56 | % | -1.72 | % |
Total return after Performance fees | | 9.45 | % | 8.42 | % | 10.79 | % | 10.53 | % |
| | | | | | | | | |
Ratios to Average Members’ Capital: | | | | | | | | | |
| | | | | | | | | |
Expenses (excluding Performance fees) | | 4.69 | % | 5.73 | % | 3.17 | % | 4.10 | % |
Performance fees | | 2.82 | % | 2.01 | % | 1.89 | % | 1.77 | % |
Expenses (including Performance fees) | | 7.51 | % | 7.74 | % | 5.07 | % | 5.87 | % |
| | | | | | | | | |
Net investment income (loss) | | -2.47 | % | -2.76 | % | 0.01 | % | -1.12 | % |
See notes to financial statements.
6
ML ASPECT FUTURESACCESS LLC
(A Delaware Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
ML Aspect FuturesAccess LLC (the “Fund”), a Merrill Lynch FuturesAccess Program (the “Program”) fund, 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, options on futures and forward contracts on a wide range of commodities. Aspect Capital Management (“Aspect”) is the trading advisor of the Fund. Merrill Lynch Alternative Investments LLC (“MLAI”) is the Sponsor of the Fund. MLAI is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly-owned subsidiary of Merrill Lynch, is the Fund’s commodity broker.
The Program is a group of commodity pools sponsored by MLAI (each pool is a “Program Fund” or collectively, “Program Funds”) each of which places substantially all of it assets in a managed futures or forward trading account managed by a single commodity trading advisor. Each Program Fund is generally similar in terms of fees, Classes of Units and redemption rights. Each of the Program Funds implements a different trading strategy.
The Fund offers four Classes of Units: Class A, Class C, Class D, and Class I. Each Class of Units was offered at $1.00 per Unit during the initial offering period and subsequently is offered at Net Asset Value per Unit for all other purposes (see Note 5). The four Classes of Units are subject to different sponsor fees.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Commodity futures, options on futures and forward contract transactions are recorded on the trade date and open contracts are reflected in Net unrealized gains on open contracts in the Statements of Financial Condition as the difference between the original contract value and the market value (for those commodity interests for which market quotations are readily available) or at fair value. The change in unrealized profit (loss) on open contracts from one period to the next is reflected in Change in unrealized under Trading profit (loss) in the Statements of Income.
Foreign Currency Transactions
The Fund’s functional currency is the U.S. dollar; however, it transacts business in U.S. dollars and in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the Statements of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect
7
during the period. Gains and losses resulting from the translation to U.S. dollars are reported in Realized in the Statements of Income.
Cash at Broker
A portion of the assets maintained at MLPF&S is restricted cash required to meet maintenance margin requirements. Included in cash deposits with the broker at December 31, 2006 and 2005 were restricted cash for margin requirements of $34,158,049 and $8,123,410, respectively.
Operating Expenses, Offering Costs and Selling Commissions
The Fund pays for all routine operating costs (including ongoing offering costs, administration, custody, transfer, exchange and redemption processing, legal, regulatory filing, tax, audit, escrow, accounting and printing fees and expenses) incurred by the Fund. The Fund also pays any extraordinary expenses.
MLAI paid all the expenses incurred in connection with the initial offering of the Units. The costs consist of offering costs at the Program level. The Fund is reimbursing MLAI for these costs in 60 monthly installments. For financial reporting purposes in conformity with U.S. GAAP, the Fund deducted the total initial offering costs of $73,981 from Members’ Capital at inception. For all other purposes, including determining the Net Asset Value per Unit for subscription and redemption purposes, the Fund amortizes offering costs over a 60 month period (see Note 5).
Class A Units are subject to a sales commission paid to Merrill Lynch ranging from 1.0% to 2.5%. Class D and Class I Units are subject to sales commissions up to 0.5%. The rate assessed to a given subscription is based upon the subscription amount. Sales commissions are directly deducted from subscription amounts. Class C Units are not subject to any sales commissions.
Income Taxes
No provision for income taxes has been made in the accompanying financial statements as each Member is individually responsible for reporting income or loss based on such Member’s share of the Fund’s income and expenses as reported for income tax purposes.
Distributions
The Members are entitled to receive, equally per Unit, any distributions which may be made by the Fund. No such distributions have been declared for the year ended December 31, 2006 and the period ended December 31, 2005.
Subscriptions
Units are offered as of the close of business at the end of each month. Shares are purchased as of the first business day of any month at Net Asset Value for all other purposes (see Note 5), but the subscription request must be submitted at least three calendar days before the end of the preceding month. Subscriptions submitted less than three days before the end of a month will be applied to Units subscriptions as of the beginning of the second month after receipt, unless revoked by MLAI.
Redemptions and Exchanges
A Member may redeem or exchange some or all of such Member’s Units at Net Asset Value for all other purposes (see Note 5) as of the close of business, on the last business day of any month, upon ten calendar days’ notice.
8
An investor in the Fund can exchange these Units for Units of the same Class in other Program Funds as of the beginning of each calendar month upon at least ten days prior notice. The minimum exchange amount is $10,000.
Dissolution of the Fund
The Fund may terminate if certain circumstances occur as set forth in the offering memorandum.
Indemnifications
In the normal course of business, the Fund enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The Fund expects the risk of any future obligation under these indemnifications to be remote.
9
2. CONDENSED SCHEDULE OF INVESTMENTS
The Fund’s investments, defined as Net unrealized gains on open contracts in the Statements of Financial Condition as of December 31, 2006 and 2005 are as follows:
2006
| | Long Positions | | Short Positions | | Net Unrealized | | | | | |
Commodity Industry | | Number of | | Unrealized | | Percent of | | Number of | | Unrealized | | Percent of | | Profit (Loss) | | Percent of | | | |
Sector | | Contracts | | Profit (Loss) | | Members’ Capital | | Contracts | | Profit (Loss) | | Members’ Capital | | on Open Positions | | Members’ Capital | | Maturity Dates | |
| | | | | | | | | | | | | | | | | | | |
Agriculture | | 1,160 | | $ | 405,834 | | 0.34 | % | (199 | ) | $ | (53,635 | ) | -0.04 | % | $ | 352,199 | | 0.30 | % | February 2007 - March 2007 | |
Currencies | | 1,553,774 | | 843,623 | | 0.71 | % | (11,077,251 | ) | 914,720 | | 0.77 | % | 1,758,343 | | 1.48 | % | January 2007 | |
Energy | | — | | — | | 0.00 | % | (584 | ) | 1,936,506 | | 1.61 | % | 1,936,506 | | 1.61 | % | February 2007 - March 2007 | |
Interest Rates | | 550 | | (142,862 | ) | -0.12 | % | (4,180 | ) | 863,306 | | 0.72 | % | 720,444 | | 0.60 | % | March 2007 - March 2008 | |
Metals | | 368 | | 325,656 | | 0.27 | % | (106 | ) | (253,125 | ) | -0.21 | % | 72,531 | | 0.06 | % | January 2007 - April 2007 | |
Stock indices | | 1,477 | | 670,747 | | 0.56 | % | — | | — | | 0.00 | % | 670,747 | | 0.56 | % | January 2007 - March 2007 | |
| | | | | | | | | | | | | | | | | | | |
Total | | | | $ | 2,102,998 | | 1.76 | % | | | $ | 3,407,772 | | 2.85 | % | $ | 5,510,770 | | 4.61 | % | | |
2005
| | Long Positions | | Short Positions | | Net Unrealized | | | | | |
Commodity Industry | | Number of | | Unrealized | | Percent of | | Number of | | Unrealized | | Percent of | | Profit (Loss) | | Percent of | | | |
Sector | | Contracts | | Profit (Loss) | | Members’ Capital | | Contracts | | Profit (Loss) | | Members’ Capital | | on Open Positions | | Members’ Capital | | Maturity Dates | |
| | | | | | | | | | | | | | | | | | | |
Agriculture | | 214 | | $ | 211,629 | | 0.70 | % | (336 | ) | $ | (202,164 | ) | -0.66 | % | $ | 9,465 | | 0.04 | % | January 2006 - March 2006 | |
Currencies | | 573,685 | | (618,353 | ) | -2.03 | % | (1,398,039 | ) | 286,076 | | 0.94 | % | (332,277 | ) | -1.09 | % | January 2006 | |
Interest rates | | 502 | | 78,942 | | 0.26 | % | (1,391 | ) | 303,307 | | 1.00 | % | 382,249 | | 1.26 | % | March 2006 - December 2007 | |
Energy | | 5 | | (52,700 | ) | -0.17 | % | (45 | ) | (89,219 | ) | -0.29 | % | (141,919 | ) | -0.46 | % | January 2006 - March 2006 | |
Metals | | 175 | | 790,131 | | 2.60 | % | (47 | ) | (212,457 | ) | -0.70 | % | 577,674 | | 1.90 | % | January 2006 - April 2006 | |
Stock indices | | 346 | | 143,692 | | 0.47 | % | — | | — | | 0.00 | % | 143,692 | | 0.47 | % | January 2006 - March 2006 | |
| | | | | | | | | | | | | | | | | | | |
Total | | | | $ | 553,341 | | 1.83 | % | | | $ | 85,543 | | 0.29 | % | $ | 638,884 | | 2.12 | % | | |
No individual contract’s unrealized gain or loss comprised greater than 5% of the Members’ Capital as of December 31, 2006 or 2005.
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3. RELATED PARTY TRANSACTIONS
The Fund’s U.S. dollar assets are maintained at MLPF&S. On assets held in U.S. dollars, Merrill Lynch credits the Fund with interest at the most favorable rate payable by MLPF&S to accounts of Merrill Lynch affiliates but not less than 75% of such prevailing rate. The Fund is credited with interest on any of its assets and net gains actually held by MLPF&S non-U.S. dollar currencies at a prevailing local rate received by Merrill Lynch. Merrill Lynch may derive certain economic benefit, in excess of the interest which Merrill Lynch pays to the Fund, from possession of such assets.
Merrill Lynch charges the Fund at prevailing local interest rates for financing realized and unrealized losses on the Fund’s non-U.S. dollar-denominated positions. Such amounts are netted against interest income due to the insignificance of such amounts.
The Fund’s Class A Units pay Sponsor fees to MLAI at a flat monthly rate equal to .125% (a 1.50% annual rate) of the Class’ month-end net assets, Class C Units pay Sponsor fees to MLAI at a flat monthly rate equal to .2083% (a 2.50% annual rate) of the Class’ month-end net assets, Class I Units pay Sponsor fees to MLAI at a flat monthly rate equal to .0917% (a 1.10% annual rate) of the Class’ month-end net assets. Class D Units do not pay Sponsor fees.
The Fund pays brokerage commissions on actual cost per round turn. The average round-turn commission rate charged to the Fund for the year ended December 31, 2006 was approximately $12.13 (not including, in calculating round-turn, forward contracts on a futures-equivalent basis). The average round-turn commission rate charged to the Fund for the period ended December 31, 2005 was approximately $9.44 (not including, in calculating round-turn, forward contracts on a futures-equivalent basis).
The Fund pays Aspect annual management fees of 2.00% of the Fund’s average month-end net assets allocated to them after reduction for the brokerage commissions accrued with respect to such assets.
4. ADVISORY AGREEMENT
The Fund and Aspect have entered into an Advisory Agreement. This agreement shall continue in effect until December 31, 2011. Thereafter, this agreement shall be automatically renewed for successive three-year periods, on the same terms, unless terminated at any time by either Aspect or the Fund upon 90 days’ written notice to the other party. Aspect determines the commodity futures, options on futures and forward contract trades to be made on behalf of their respective Fund accounts, subject to certain trading policies and to certain rights reserved by MLAI.
Performance fees paid by the Fund are calculated as 20% of any New Trading Profit, as defined, and are recognized by Aspect as of either the end of each calendar year or upon the net reallocation of assets away from Aspect. Performance fees are also paid out in respect of Units redeemed as of the end of interim months, to the extent of the applicable percentage of any New Trading Profit attributable to such Units.
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5. NET ASSET VALUE PER UNIT
For financial reporting purposes, in conformity with U.S. GAAP, the Fund deducted the total initial offering costs payable to MLAI at inception from Members’ Capital for purposes of determining Net Asset Value. For all other purposes, including computing Net Asset Value for purposes of member subscription and redemption activity, such costs are amortized over 60 months. Consequently, as of December 31, 2006 and 2005, the Net Asset Value and Net Asset Value per Unit of the different Classes for financial reporting purposes and for all other purposes are as follows:
December 31, 2006
| | Net Asset Value | | | | Net Asset Value per Unit | |
| | | | | | | | | | | |
| | All Other Purposes (unaudited) | | Financial Reporting | | Number of Units | | All Other Purposes (unaudited) | | Financial Reporting | |
Class A | | $ | 16,103,372 | | $ | 16,101,669 | | 13,808,907 | | $ | 1.1662 | | $ | 1.1660 | |
Class C | | 72,777,781 | | 72,762,861 | | 63,324,074 | | $ | 1.1493 | | $ | 1.1491 | |
Class D | | 16,419,981 | | 16,414,107 | | 13,531,909 | | $ | 1.2134 | | $ | 1.2130 | |
Class I | | 14,206,983 | | 14,198,283 | | 12,118,637 | | $ | 1.1723 | | $ | 1.1716 | |
| | $ | 119,508,117 | | $ | 119,476,920 | | 102,783,527 | | | | | |
December 31, 2005
| | Net Asset Value | | | | Net Asset Value per Unit | |
| | | | | | | | | | | |
| | All Other Purposes (unaudited) | | Financial Reporting | | Number of Units | | All Other Purposes (unaudited) | | Financial Reporting | |
Class A | | $ | 2,248,584 | | $ | 2,244,103 | | 2,109,452 | | $ | 1.0660 | | $ | 1.0638 | |
Class C | | 16,708,648 | | 16,675,353 | | 15,755,349 | | $ | 1.0605 | | $ | 1.0584 | |
Class D | | 5,196,400 | | 5,186,047 | | 4,742,754 | | $ | 1.0957 | | $ | 1.0935 | |
Class I | | 6,311,728 | | 6,299,150 | | 5,948,484 | | $ | 1.0611 | | $ | 1.0590 | |
| | $ | 30,465,360 | | $ | 30,404,653 | | 28,556,039 | | | | | |
6. WEIGHTED AVERAGE UNITS
The weighted average number of Units outstanding for each class is computed for purposes of calculating net income per weighted average Unit. The weighted average number of Units outstanding for each class for the period ended December 31, 2006 and the period ended December 31, 2005 equals the Units outstanding as of such date, adjusted proportionately for Units sold or redeemed based on the respective length of time each was outstanding during the period.
7. RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial
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statements. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. The impact on the Fund financial statements, if any, is currently being assessed.
In September 2006, the Securities Exchange Commission (“SEC”) staff also issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). While not an official rule or interpretation of the SEC, SAB 108 was issued to address the diversity in practice in quantifying misstatements from prior years and assessing their effect on current year financial statements. SAB 108 is effective for the first annual period ending after November 15, 2006, with early application encouraged. The Fund has assessed the impact of SAB 108 on its financial statements and does not expect the impact of adoption to be material to its financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes a common definition for fair value under accounting principles generally accepted in the United States of America, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. The Fund is currently evaluating the impact of adopting FAS 157 on its financial statements.
8. MARKET AND CREDIT RISK
The nature of this Fund has certain risks, which cannot all be presented on the financial statements. The following summarizes some of those risks.
Market Risk
Derivative instruments involve varying degrees of market risk. Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Fund’s net unrealized gains on open contracts on such derivative instruments as reflected in the Statements of Financial Condition. The Fund’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Fund as well as the volatility and liquidity of the markets in which the derivative instruments are traded. Investments in foreign markets may also entail legal and political risks.
MLAI has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of Aspect, calculating the Net Asset Value of the Fund as of the close of business on each day and reviewing outstanding positions for over-concentrations. While MLAI does not intervene in the markets to hedge or diversify the Fund’s market exposure, MLAI may urge Aspect to reallocate positions in an attempt to avoid over-concentrations. However, such interventions are expected to be unusual. It is expected that MLAI’s basic risk control procedures will consist of the ongoing process of advisor monitoring, with the market risk controls being applied by Aspect.
Credit Risk
The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets.
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The credit risk associated with these instruments from counterparty nonperformance is the Net unrealized gains on open contracts, if any, included in the Statements of Financial Condition. The Fund attempts to mitigate this risk by dealing exclusively with Merrill Lynch entities as clearing brokers.
The Fund, in its normal course of business, enters into various contracts, with MLPF&S acting as its commodity broker. Pursuant to the brokerage arrangement with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in Equity in commodity futures trading accounts in the Statements of Financial Condition.
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* * * * * * * * * * *
To the best of the knowledge and belief of the
undersigned, the information contained in this
report is accurate and complete.
Barbra E. Kocsis
Chief Financial Officer
Merrill Lynch Alternative Investments LLC
Sponsor of
ML Aspect FuturesAccess LLC
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