UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-52384
ML APM GLOBAL COMMODITY FUTURESACCESS LLC
(Exact Name of Registrant as
specified in its charter)
Delaware |
| 20-5269618 |
(State or other jurisdiction of |
| (IRS Employer Identification No.) |
incorporation or organization) |
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c/o Merrill Lynch Alternative Investments LLC
Two World Financial Center, 7th Floor
New York, New York 10281
(Address of principal executive offices)
(Zip Code)
212-236-2063
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See the definitions of “accelerated filer “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller Reporting Company o |
Indicate by check mark whether registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No o
The limited partnership units of the registrant are not publicly traded. Accordingly, there is no aggregate market value for registrant’s outstanding equity that is readily determinable.
ML APM GLOBAL COMMODITY FUTURESACCESS LLC
QUARTERLY REPORT FOR SEPTEMBER 30, 2008 ON FORM 10-Q
Table of Contents
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| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I - FINANCIAL INFORMATION
ML APM GLOBAL COMMODITY FUTURESACCESS LLC
(a Delaware Limited Liability Company)
STATEMENTS OF FINANCIAL CONDITION
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| September 30, |
| December 31, |
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| 2008 |
| 2007 |
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| (unaudited) |
| (unaudited) |
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ASSETS: |
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Equity in commodity futures trading accounts: |
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Cash (including restricted cash of $1,884,167 for 2008 and $6,068,085 for 2007) |
| $ | 103,613,190 |
| $ | 57,821,014 |
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Options at market (premium paid $4,367,164 for 2007) |
| — |
| 6,520,243 |
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Net unrealized profit (loss) on open contracts |
| (551,717 | ) | 589,384 |
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Cash |
| 138,039 |
| 13,740 |
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Accrued interest |
| 137,211 |
| 191,067 |
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TOTAL ASSETS |
| $ | 103,336,723 |
| $ | 65,135,448 |
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LIABILITIES AND MEMBERS’ CAPITAL |
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LIABILITIES: |
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Brokerage commissions payable |
| $ | 4,028 |
| $ | 16,935 |
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Management fee payable |
| 128,944 |
| 80,070 |
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Initial offering costs payable |
| 27,965 |
| 27,965 |
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Performance fee payable |
| 293,089 |
| 936,548 |
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Sponsor fee payable |
| 145,389 |
| 70,822 |
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Redemptions payable |
| 4,155,981 |
| 142,377 |
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Other |
| 177,643 |
| 291,685 |
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Total liabilities |
| 4,933,039 |
| 1,566,402 |
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MEMBERS’ CAPITAL: |
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Members’ Interest (83,264,173 and 56,168,576 Units outstanding, unlimited Units authorized) |
| 98,403,684 |
| 63,569,046 |
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Total members’ capital |
| 98,403,684 |
| 63,569,046 |
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TOTAL LIABILITIES AND MEMBERS’ CAPITAL |
| $ | 103,336,723 |
| $ | 65,135,448 |
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NET ASSET VALUE PER UNIT (NOTE 3) |
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See notes to financial statements.
1
ML APM GLOBAL COMMODITY FUTURESACCESS LLC
(a Delaware Limited Liability Company)
STATEMENTS OF OPERATIONS
(unaudited)
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| For the three |
| For the three |
| For the nine |
| For the nine |
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| months ended |
| months ended |
| months ended |
| months ended |
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| September 30, |
| September 30, |
| September 30, |
| September 30, |
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| 2008 |
| 2007 |
| 2008 |
| 2007 |
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TRADING PROFIT (LOSS): |
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Realized |
| $ | (6,872,398 | ) | $ | 1,273,691 |
| $ | 4,794,036 |
| $ | 1,510,687 |
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Change in unrealized |
| (3,505,786 | ) | 2,182,592 |
| (1,141,101 | ) | 2,311,568 |
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Brokerage commissions |
| (122,907 | ) | (17,021 | ) | (270,846 | ) | (35,381 | ) | ||||
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Total trading profit (loss) |
| (10,501,091 | ) | 3,439,262 |
| 3,382,089 |
| 3,786,874 |
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INVESTMENT INCOME: |
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Interest |
| 422,272 |
| 438,015 |
| 1,371,104 |
| 926,834 |
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EXPENSES: |
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Management fee |
| 386,879 |
| 155,554 |
| 1,094,341 |
| 327,045 |
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Sponsor fee |
| 437,946 |
| 152,644 |
| 1,163,267 |
| 268,140 |
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Performance Fee |
| (1,658,244 | ) | 433,015 |
| 299,526 |
| 433,015 |
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Other |
| 166,099 |
| 113,382 |
| 288,959 |
| 355,199 |
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Total expenses |
| (667,320 | ) | 854,595 |
| 2,846,093 |
| 1,383,399 |
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NET INVESTMENT INCOME (LOSS) |
| 1,089,592 |
| (416,580 | ) | (1,474,989 | ) | (456,565 | ) | ||||
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NET INCOME (LOSS) |
| $ | (9,411,499 | ) | $ | 3,022,682 |
| $ | 1,907,100 |
| $ | 3,330,309 |
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NET INCOME (LOSS) PER UNIT: |
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Weighted average number of Units outstanding |
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Class A* |
| 8,386,289 |
| 4,160,330 |
| 7,381,343 |
| 3,779,023 |
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Class C |
| 45,895,416 |
| 18,722,033 |
| 39,319,886 |
| 10,621,696 |
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Class D |
| 13,895,591 |
| 11,676,068 |
| 15,890,290 |
| 11,523,023 |
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Class I |
| 15,304,975 |
| 5,316,326 |
| 14,539,526 |
| 3,277,256 |
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Net income (loss) per weighted average Unit |
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Class A* |
| $ | (0.1101 | ) | $ | 0.0740 |
| $ | 0.0088 |
| $ | 0.0845 |
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Class C |
| $ | (0.1125 | ) | $ | 0.0739 |
| $ | (0.0096 | ) | $ | 0.1443 |
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Class D |
| $ | (0.1164 | ) | $ | 0.0773 |
| $ | 0.1125 |
| $ | 0.0872 |
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Class I |
| $ | (0.1115 | ) | $ | 0.0805 |
| $ | 0.0298 |
| $ | 0.1443 |
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* Class A commenced on February 1, 2007
See notes to financial statements.
2
ML APM GLOBAL COMMODITY FUTURESACCESS LLC
(a Delaware Limited Liability Company)
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
For the nine months ended September 30, 2008 and 2007
(unaudited)
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| Members’ Capital |
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| Members’ Capital |
| Members’ Capital |
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| Members’ Capital |
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| December 31, 2006 |
| Subscriptions |
| Redemptions |
| September 30, 2007 |
| December 31, 2007 |
| Subscriptions |
| Redemptions |
| September 30, 2008 |
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Class A* |
| — |
| 4,259,433 |
| (222,719 | ) | 4,036,714 |
| 4,247,792 |
| 5,857,038 |
| (1,146,767 | ) | 8,958,063 |
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Class C |
| — |
| 21,324,642 |
| (1,517,133 | ) | 19,807,509 |
| 23,461,920 |
| 27,084,982 |
| (4,362,040 | ) | 46,184,862 |
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Class D |
| 6,615,200 |
| 14,961,801 |
| (11,598,523 | ) | 9,978,478 |
| 19,675,186 |
| 5,379,657 |
| (12,472,090 | ) | 12,582,753 |
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Class I |
| — |
| 6,142,475 |
| (66,446 | ) | 6,076,029 |
| 8,783,678 |
| 8,859,264 |
| (2,104,447 | ) | 15,538,495 |
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Total Members’ Units |
| 6,615,200 |
| 46,688,351 |
| (13,404,821 | ) | 39,898,730 |
| 56,168,576 |
| 47,180,941 |
| (20,085,344 | ) | 83,264,173 |
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*Class A commenced on February 1, 2007
See notes to financial statements.
3
ML APM GLOBAL COMMODITY FUTURESACCESS LLC
(a Delaware Limited Liability Company)
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
For the nine months ended September 30, 2008 and 2007
(unaudited)
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| Members’ Capital |
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| Net Income |
| Members’ Capital |
| Members’ Capital |
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| Net Income |
| Members’ Capital |
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|
| December 31, 2006 |
| Subscriptions |
| Redemptions |
| (Loss) |
| September 30, 2007 |
| December 31, 2007 |
| Subscriptions |
| Redemptions |
| (Loss) |
| September 30, 2008 |
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Class A* |
| $ | — |
| $ | 4,255,472 |
| $ | (233,025 | ) | $ | 319,456 |
| $ | 4,341,903 |
| $ | 4,849,384 |
| $ | 7,211,408 |
| $ | (1,439,250 | ) | $ | 64,777 |
| $ | 10,686,319 |
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Class C |
| — |
| 21,150,256 |
| (1,553,655 | ) | 1,533,113 |
| 21,129,714 |
| 26,459,564 |
| 33,178,067 |
| (5,334,904 | ) | (378,166 | ) | 53,924,561 |
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Class D |
| 6,487,434 |
| 14,615,995 |
| (11,476,308 | ) | 1,004,970 |
| 10,632,091 |
| 22,237,106 |
| 6,808,055 |
| (15,653,075 | ) | 1,787,508 |
| 15,179,594 |
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Class I |
| — |
| 6,144,935 |
| (68,586 | ) | 472,770 |
| 6,549,119 |
| 10,022,992 |
| 10,856,774 |
| (2,699,537 | ) | 432,981 |
| 18,613,210 |
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Total Members’ Interest |
| $ | 6,487,434 |
| $ | 46,166,658 |
| $ | (13,331,574 | ) | $ | 3,330,309 |
| $ | 42,652,827 |
| $ | 63,569,046 |
| $ | 58,054,304 |
| $ | (25,126,766 | ) | $ | 1,907,100 |
| $ | 98,403,684 |
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*Class A commenced on February 1, 2007
See notes to financial statements.
4
ML APM GLOBAL COMMODITY FUTURESACCESS LLC
(a Delaware Limited Liability Company)
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ML APM Global Commodity FuturesAccess LLC (the “Fund”) was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on December 1, 2006. The Fund issues new units of limited liability company interest (“Units”) at Net Asset Value per Unit as of the beginning of each calendar month. The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Absolute Plus Management, LLC (“APM”) is the trading advisor of the Fund.
Merrill Lynch Alternative Investments LLC (“MLAI”) is the Sponsor (“Sponsor”) and Manager (“Manager”) 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.
In the opinion of management, the financial statements contain all adjustments necessary to present fairly the financial position of the Fund as of September 30, 2008 and the results of its operations for the three and nine months ended September 30, 2008 and 2007. However, the operating results for the interim period may not be indicative of the results for the full year.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2007.
The preparation of financial statements in conformity with 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.
2. FAIR VALUE OF INVESTMENTS
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Fund adopted FAS 157 as of January 1, 2008. The adoption of FAS 157 did not have a material impact on the Fund’s financial statements.
Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).
5
FAS 157 established a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by FAS 157, the Fund does not adjust the quoted price for these investments even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.
Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of generally accepted and understood models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.
Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Sponsor’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
The following table summarizes the valuation of the Fund’s investment by the above FAS 157 fair value hierarchy levels as of September 30, 2008.
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| Total |
| Level I |
| Level II |
| Level III |
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Net unrealized Profit (loss) on open contracts |
| $ | (551,717 | ) | $ | (551,717 | ) | N/A |
| N/A |
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6
3. NET ASSET VALUE PER UNIT
For financial reporting purposes, in conformity with U.S. GAAP, the Fund amortizes over a twelve-month period the total initial offering costs payable to MLAI 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, the Net Asset Value and Net Asset Value per Unit of the different Classes for financial reporting purposes and for all other purposes at September 30, 2008 and December 31, 2007 are as follows:
September 30, 2008
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| Net Asset Value |
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| Net Asset Value per Unit |
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| All Other |
| Financial |
| Number of |
| All Other |
| Financial |
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Class A |
| $ | 10,689,442 |
| $ | 10,686,319 |
| 8,958,063 |
| $ | 1.1933 |
| $ | 1.1929 |
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Class C |
| 53,930,228 |
| 53,924,561 |
| 46,184,862 |
| 1.1677 |
| 1.1676 |
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Class D |
| 15,196,741 |
| 15,179,594 |
| 12,582,753 |
| 1.2077 |
| 1.2064 |
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Class I |
| 18,615,326 |
| 18,613,210 |
| 15,538,495 |
| 1.1980 |
| 1.1979 |
| ||||
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| $ | 98,431,737 |
| $ | 98,403,684 |
| 83,264,173 |
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December 31, 2007
|
| Net Asset Value |
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| Net Asset Value per Unit |
| ||||||||
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| All Other |
| Financial |
| Number of |
| All Other |
| Financial |
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| Purposes |
| Reporting |
| Units |
| Purposes |
| Reporting |
| ||||
Class A |
| $ | 4,852,693 |
| $ | 4,849,384 |
| 4,247,792 |
| $ | 1.1424 |
| $ | 1.1416 |
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Class C |
| 26,466,199 |
| 26,459,564 |
| 23,461,920 |
| 1.1280 |
| 1.1278 |
| ||||
Class D |
| 22,254,692 |
| 22,237,106 |
| 19,675,186 |
| 1.1311 |
| 1.1302 |
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Class I |
| 10,025,466 |
| 10,022,992 |
| 8,783,678 |
| 1.1414 |
| 1.1411 |
| ||||
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| $ | 63,599,050 |
| $ | 63,569,046 |
| 56,168,576 |
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7
4. MARKET AND CREDIT RISKS
The nature of this Fund has certain risks, which cannot 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 unrealized profit (loss) or market value 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 APM, 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 APM 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 APM.
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.
The credit risk associated with these instruments from counterparty nonperformance is the unrealized profit or market value of options, 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.
8
5. RECENT ACCOUNTING PRONOUNCEMENTS
In March 2008, the FASB released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133 (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. Currently, the Fund is evaluating the implications of FAS 161 on its financial statements.
In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting the accounting principles used in preparing financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP. Currently, U.S. GAAP hierarchy is provided in the American Institute of Certified Public Accountants U.S. Auditing Standards (“AU”) Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles” (“AU Section 411”). FAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to AU Section 411. The Fund does not expect the adoption of FAS 162 to have an impact on its financial statements.
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MONTH-END NET ASSET VALUE PER UNIT
(NON U.S. GAAP)
MLAI believes that the Net Asset Value used to calculate subscription and redemption value and to report performance to investors throughout the year is the most valuable to the Members of the Fund. Therefore, the charts below referencing Net Asset Value and performance measurements are based on the Net Asset Value for all other purposes, as discussed in Note 3 to the financial statements.
Class A
|
| Jan. |
| Feb. |
| Mar. |
| Apr. |
| May |
| June |
| July |
| Aug. |
| Sept. |
| |||||||||
2007 |
| N/A |
| $ | 0.9932 |
| $ | 0.9869 |
| $ | 0.9853 |
| 0.9827 |
| $ | 1.0022 |
| $ | 1.0161 |
| $ | 1.0259 |
| $ | 1.0764 |
| ||
2008 |
| $ | 1.2225 |
| $ | 1.2945 |
| $ | 1.2606 |
| $ | 1.2385 |
| $ | 1.2576 |
| $ | 1.3075 |
| $ | 1.2417 |
| $ | 1.2658 |
| $ | 1.1933 |
|
Class C
|
| Jan. |
| Feb. |
| Mar. |
| Apr. |
| May |
| June |
| July |
| Aug. |
| Sept. |
| |||||||||
2007 |
| $ | 0.9982 |
| $ | 0.9906 |
| $ | 0.9835 |
| $ | 0.9810 |
| $ | 0.9776 |
| $ | 0.9962 |
| $ | 1.0092 |
| $ | 1.0181 |
| $ | 1.0671 |
|
2008 |
| $ | 1.2061 |
| $ | 1.2750 |
| $ | 1.2414 |
| $ | 1.2175 |
| $ | 1.2348 |
| $ | 1.2808 |
| $ | 1.2155 |
| $ | 1.2396 |
| $ | 1.1677 |
|
Class D
|
| Jan. |
| Feb. |
| Mar. |
| Apr. |
| May |
| June |
| July |
| Aug. |
| Sept. |
| |||||||||
2007 |
| $ | 0.9816 |
| $ | 0.9762 |
| $ | 0.9712 |
| $ | 0.9708 |
| $ | 0.9695 |
| $ | 0.9899 |
| $ | 1.0049 |
| $ | 1.0160 |
| $ | 1.0672 |
|
2008 |
| $ | 1.2119 |
| $ | 1.2852 |
| $ | 1.2590 |
| $ | 1.2445 |
| $ | 1.2656 |
| $ | 1.3185 |
| $ | 1.2529 |
| $ | 1.2814 |
| $ | 1.2077 |
|
Class I
|
| Jan. |
| Feb. |
| Mar. |
| Apr. |
| May |
| June |
| July |
| Aug. |
| Sept. |
| |||||||||
2007 |
| $ | 0.9994 |
| $ | 0.9930 |
| $ | 0.9870 |
| $ | 0.9857 |
| $ | 0.9834 |
| $ | 1.0032 |
| $ | 1.0175 |
| $ | 1.0277 |
| $ | 1.0783 |
|
2008 |
| $ | 1.2218 |
| $ | 1.2921 |
| $ | 1.2614 |
| $ | 1.2395 |
| $ | 1.2586 |
| $ | 1.3073 |
| $ | 1.2435 |
| $ | 1.2707 |
| $ | 1.1980 |
|
10
Performance Summary
January 1, 2008 to September 30, 2008
January 1, 2008 to March 31, 2008
The Fund posted profits in all sectors for the first quarter.
The agriculture sector posted profits for the Fund. Corn and soybeans had a strong January as South Korea, who is the 4th largest importer of U.S. corn, was reportedly looking to buy more corn off of the U.S. dollar’s weakness posting profits for the Fund. Soybeans surged on concerns that Chinese demand will reduce U.S. inventories mid-quarter. Wheat rose on reports that production will not keep pace with output and reports from the U.S. Department of Agriculture that show inventory at a 60 year low. Later in the month, wheat corrected as crops in the Northern Hemisphere appear in better condition than initially reported. Also wheat crops in the Ukraine and Russia look better than previously forecasted. The quarter ended with losses being posted to the Fund due to the following factors. Grains closed lower at –0.30% as both wheat and soybeans faced corrections while corn ended about flat. Softs also took away about –1.00% from returns as coffee and sugar both corrected for a total of –0.85%. Commodities sell off ended on March 20th with the biggest weekly decline in 50 years as expectations of slower economic growth impacted prices. China announced subsidies to farmers in an attempt to curb inflation at an 11-year high.
The metals sector posted profits for the Fund. The largest returns came from precious metals which were up by about 2% (gold +1.5% and silver +0.5%) at the beginning of the year posting profits to the Fund. Gold moved to a record level of over $942 on the back of the U.S. Federal Reserve’s aggressive move and the U.S. dollar’s weakness and copper rose on reports the supply is the lowest in seven months. The quarter ended with losses being posted to the Fund due to precious metals which fell -1.00% in March with gold mostly responsible, finishing down -0.70%.
The interest rate sector posted profits for the Fund. The U.S. Federal Reserve made a historical move of reducing rates at the beginning of the year by 125 basis points in nine days citing both growth and credit concerns and that credit has still tightened for households and businesses. Losses were posted to the Fund mid-quarter due to the volatility in the market as the fixed income ended slightly negative by roughly -0.80%. The quarter ended with profits being posted to the Fund as the U.S. Federal Reserve lowered overnight rates by 75 basis points to 2.25% which was the 6th reduction since September 2007.
The energy sector posted profits for the Fund. Losses were posted to the Fund at the beginning of the year as crude oil has corrected due to several factors such as fears of the U.S. hitting a recession, the OPEC Minister saying they are ready to increase production and an inventory surge for the week ending January 11, 2008, which all caused concern that current market levels cannot be maintained. Oil rose above $100 a barrel mid-quarter on supply concerns from loss of Nigerian output, pumping disruptions in Iraq and fire at a United Kingdom gas plant. Crude oil corrected as U.S. inventories rose for the 11 weeks out of the last 12 by 2.25 million barrels helped by an earlier than expected opening of Iraq export terminal.
11
April 1, 2008 to June 30, 2008
The Fund posted gains for the second quarter with the energy and agriculture sectors posting gains while metals and interest rate sectors posted losses.
The energy sector posted profits for the Fund. The continued concerns surrounding the supply of oil kept the energy sector strong at the beginning of the quarter. The recent move in the energy sector has brought the option deltas back to higher levels. The higher deltas mean that the price of the options will closely resemble the return of the underlying commodities in an up market. Profits continued to be posted to the Fund mid-quarter as oil hit $135 a barrel as OPEC ministers said they could do nothing to prevent high prices. Nigeria, Africa’s largest exporter of oil, experienced attacks on pumping stations. Oil corrected from highs as the Commodity Futures Trading Commission (“CFTC”) announced greater communication with other exchanges to share information on position limits of investors. Profits continued to be posted to the Fund at the end of the quarter. Oil hits record high of $143.67 a barrel as Israel talked about attacking Iran, Nigerian strikes in their oil fields and renewed dollar weakness. These bullish factors offset the bearish announcements of the Chinese suddenly raising the price of domestic gas and diesel by 17% and the United States government, with help from the exchanges, seeking measure to stem speculative activity in oil.
The agriculture sector posted profits for the Fund. Profits were posted to the Fund at the beginning of the quarter in spite of wheat tumbling due to a United States government report stating a larger amount of wheat crops being graded as good. Wheat has fallen about 38% from the highs made back in February of this year. Corn rose as wet weather in the United States would possibly delay the harvesting season. Losses were posted to the Fund mid-quarter as coffee fell when Brazil, the world’s largest exporter, produced more than originally planned. Hogs traded at a 14 month high on views that slaughterhouses have to increase purchases after Memorial Day weekend. A strong return was experienced as coffee and sugar provided most of the profits being posted to the Fund while cotton and cocoa fell slightly. Corn futures climbed on the news of continued severe rains in the Midwest which is expected to disrupt supplies and should further tighten supply and demand with reserves at 24 year lows as the quarter ended.
The metals sector posted losses for the Fund. Losses were posted at the beginning of the quarter due to the first monthly advance by the United States dollar against the Euro this year causing a sell off in gold. Losses continued to be posted to the Fund mid-quarter as gold futures continued to drop since mid April as the United States dollar stabilized. The quarter ended with profits posted to the Fund even through a volatile market.
The interest rate sector posted losses for the Fund. Losses were posted at the beginning of the quarter due to the fixed income closing down due to the performance of the United States Treasury market rates finishing April at a loss of -2.70% while Euro and Pacific Rim interest rates each took away about -0.50% from returns. Losses continued to be posted through mid-quarter as the United States interest rates rose. Higher oil prices and signs of economic strength sifted expectations towards a rate hike. The quarter ended with profits posted to the Fund as the European rates closed up +1.10, Japan and Australia finished at +0.10%, however, the United States interest rates subtracted from performance by finishing down -1.10%.
12
July 30, 2008 to September 30, 2008
The Fund posted overall losses for the third quarter due to volatility in Global Markets.
The interest rate sector posted losses for the Fund. Losses were posted to the Fund at the beginning of the quarter due to falling interest rates in Europe, the Pacific Rim which includes Japan and Australia and the United States. The Fund’s long positions in interest rates produced profits in the middle of the quarter. The Fund continued to have long positions in fixed income markets when the bailout package was announced and was forced to sell those positions and ended up posting losses to the Fund at the end of the quarter.
The metals sector posted losses for the Fund. Losses were posted to the Fund at the beginning of the quarter through the middle of the quarter due to the negative performance in precious metals and base metals. However, profits were posted to the Fund by the end of the quarter in lieu of a volatile global markets.
The agriculture sector posted losses for the Fund. Losses were posted to the Fund at the beginning of the quarter. Corn had the largest price drop since 1986 as warmer weather aided crop growth and offset earlier flood damage. Argentina revoked the export tax on grain exports bringing an end to the dispute that drove farmers to disrupt shipments. Losses continued to be posted to the Fund from the middle of the quarter through the end as the markets continued to spiral down.
The energy sector posted losses for the Fund. Losses were posted to the Fund at the beginning of the quarter. Oil had the biggest decline from the highs of over $147 per barrel since December 2004 as weakness in underlying economy dampened demand for energy. Losses were posted to the Fund from the middle of the quarter to the end due to continuing decline in oil prices.
January 1, 2007 to September 30, 2007
January 1, 2007 to March 31, 2007
The Fund posted an overall loss for the quarter. The energy and interest rate sectors posted gains while the currency, metals and agriculture sectors posted losses.
The energy sector was the most profitable for the Fund. Energy prices dropped sharply at the beginning of the quarter only to recover mid-quarter through the end of the quarter due to a combination of weather, sanguine geo-political concerns and near term inventory patterns worldwide.
The interest rate sector was flat for the quarter. Profits were posted at the beginning of the quarter due to the U.S. Federal Reserve, now data driven, refraining from another interest rate increase, but remained tilted to higher inflationary outcomes. Concurrently, the European Central Bank and the Bank of England continued aggressive focus on reigning in inflationary expectations through higher market interest rates. Across the Group of Four (G-4), the intent still remains biased towards reducing excess market liquidity and containing inflationary pressures stemming from, historically low risk premiums, higher confidence and higher economic activity. Long term bond prices retreated and the ten year sector European bonds finished down approximately 0.9% while U.S. bond prices fell 1.0% in value. Japanese prices countered the trend increasing 0.3% with revised uncertainty of near term monetary policy changes. Short term yields continued to move up outside the U.S. as global fixed income trading had a positive impact on performance. Losses were posted mid-quarter however, due to the revisions of market sentiment based on seeming evidence of some slowing in U.S. real growth coupled with a continuation of rising growth prospects particularly in Europe and Asia. The quarter ended with profits posted to the Fund as short
13
term yields continued to move up, outside the U.S. coupled with the fixed income trading causing a positive impact on performance.
The currency sector was not profitable for the Fund. The quarter began with gains posted for the Fund as the U.S. dollar reversed losses to move slightly higher by 1.2% due to the new evidence of sustained U.S. growth. However, losses posted mid-quarter through the end of the quarter as the U.S. dollar resumed to move slightly lower again subject to the new evidence of moderating U.S. growth and inflation.
The metals sector also incurred losses for the Fund. Due to volatility in the market, profits were posted mid-quarter only with losses posted to the Fund at the beginning of the quarter and the end of the quarter due to the response in the market specific demand data which caused copper to move lower and broader commodities to fluctuate.
The agricultural sector was the least profitable for the Fund. The agricultural market was soft which attributed to the difficult trading environment resulting in the Fund posting losses for the sector.
April 1, 2007 to June 30, 2007
The Fund posted profits for the quarter with interest rates, agriculture and currency sectors posting gains while the energy and metal sectors posted losses.
The interest rate sector was the most profitable for the Fund. The fixed income market started the month with a strong U.S. non-farm payroll number that suggested a resumption of an upward growth path, but later in the beginning of the quarter the GDP came out at only +1.3%, the lowest seen in 4 years, which suggested a possible continuation of slowing. In Europe, the macroeconomic numbers still suggest that the ECB and the BOE must continue aggressive focus on reigning in inflationary expectations through higher interest rates. The intent across the Group of Four (G-4) still remains a bias towards raising rates and containing inflationary pressures. Net for the period, long-term bond prices moved sideways at best while short term yields continued to move up, outside the U.S. In the 10-year sector, European bonds finished down approximately 0.7%, while U.S. bond prices rose 0.1% in value. Japanese fixed income prices finished up 0.3% with revised uncertainty of near term monetary policy changes. The fixed income portfolio provided a positive impact with a short position in rates across markets brought the overall strategy close to flat mid quarter. The fixed income sector benefited at the quarter’s end from liquidations in global bond markets as consensus shifted from an ease to a tightening.
The agriculture sector was profitable for the Fund. Profits were posted throughout the quarter. The quarter ended as wheat was the best performer in grains as dry conditions throughout the world has estimates of wheat stocks at a 30-year low. The ending stocks to use ratio is expected to be 20% for 2007-2008 (the lowest in 11 years). Soybeans had a strong month as forecasts on planting acreage is the lowest in 12 years as more focus shifts to corn for ethanol production. Dry weather in China contributed to a squeeze in supply as they are the world’s largest buyer of oilseed.
The currency sector was also profitable for the Fund. The quarter began with a small loss being posted to the Fund due to market volatility and a minimal gain mid-quarter. The U.S. dollar long and the Gilt markets provided most of the gains. The Japanese and Australian markets were also a small positive to performance while the Euro zone ended roughly unchanged.
The energy sector posted losses for the Fund. Losses were posted to the Fund the beginning of the quarter through mid-quarter in lieu of energy prices recovering from a combination of weather, keenly heightened geopolitical concerns and continued draw in near term inventory patterns worldwide. Profits were posted at the end of the quarter due to lower than expected inventories of gasoline and forecasts of exceptionally high demand during upcoming summer driving season.
14
The metals sector was the least profitable for the Fund. At the beginning of the quarter profits were posted to the Fund due to the Asian demand for copper and zinc. Zinc is used as a coating for preventing rust in steel when making buildings, cars and appliances. A shortage of zinc was caused by Chinese demand which is likely to continue as exploration is a long process and no new mines are expected until early 2008.
July 1, 2007 to September 30, 2007
The Fund posted profits for the third quarter with gains being posted in all the sectors.
The agriculture sector posted the highest gains for the Fund. The rally in commodities has made the deltas in certain options such as cotton, sugar, hogs and cattle move up to 80% at the beginning of the quarter. Profits continued to be posted to the Fund mid-quarter as wheat had a strong month off of a continued drought in Australia, Canada, and other parts of Europe. U.S. supplies and inventories were at their lowest in 26 years. Wheat continued to trade strong at the end of the quarter due to the on-going drought conditions and estimates from United States Department of Agriculture (“USDA”) that projected inventories for 2007/2008 will be the lowest since 1973/1974. U.S. wheat exports are already up 66% from last year and the USDA is predicting a further 18% rise for 2007/2008.
The metals sector posted profits for the Fund. At the beginning of the quarter profits were posted to the Fund as copper remained strong due to the labor unrest in Central and South America. However, losses were posted to the Fund mid-quarter as industrial metals weakened from expected slowing demand. The quarter ended with profits posted to the Fund as gold prices firmed on the continued weakness of the dollar and overall credit concerns.
The energy sector posted profits for the Fund. Crude oil traded over $78.00 a barrel on continued high demand beginning of the quarter plus the International Energy Agency forecasted that global demand will rise by 1.8% next year without any output increase from OPEC. The biggest news was the Contango that existed from the first quarter of 2005 for oil corrected and moved to backwardation. Losses were posted to the Fund mid-quarter as crude oil traded down to $70.00 a barrel on reported liquidation from hedge funds raising cash for redemptions. Hurricane Dean did not impact U.S. oil production, but it later traded back up with inventory levels falling and a record demand for gasoline. The quarter ended with profits posted to the Fund as crude oil had strong recovery as the Department of Energy’s Short-Term Energy Outlook saw a continued low surplus production and weak inventories. According to Cambridge Energy Research Associates, 100 new rigs could be built in the next four years, but new supply won’t hit until mid to late 2009.
The interest rate sector posted profits for the Fund. The beginning of the quarter was challenging due to the subprime mortgage problems impacting global markets and U.S. interest rates started to reverse their trends of factoring a tightening of rates causing the losses to be posted to the Fund. The U.S. Federal Funds futures have factored in an ease of 25 basis points by December 2007. The shorter end of international curves showed less of a reaction due to a view that the problem will be contained in the U.S. Also, continued strength in underlying economic fundamentals brought another rate hike by the Bank of England. Profits were posted to the Fund mid-quarter as the U.S. Federal Reserve lowered the discount rate to 5.75% from 6.25% in an attempt to boost credit markets. Continued money market concerns caused short term U.S. treasury bills to have wild swings up to 100 basis points in one day. European Central Bank changed tone away from inflation by saying that the Central Bank is not committed to raising rates. The United Kingdom is showing first signs that past interest rate hikes are having an impact on its economy. Even though the U.S. Federal Reserve further cut rates by 50 basis points bringing the U.S. Federal Funds rate down to 4.75% and adding stability into financial markets at the end of the quarter, but it was not enough to offset the losses posted to the Fund.
15
The currency sector was also profitable for the Fund. The quarter began with profits being posted to the Fund as the fixed income portions were set up well to take in a period of global equity volatility. Profits continued to be posted through mid-quarter as the fixed income book continued to benefit from a period of global equity volatility. The quarter ended with a small loss being posted to the Fund as the fixed income portion went long in Euro dollars and shorted the short duration instruments in the Euro zone.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Introduction
The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes and all or substantially all of the Fund’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund’s main line of business.
Market movements result in frequent changes in the fair market value of the Fund’s open positions and, consequently, in its earnings and cash flow. The Fund’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Fund’s open positions and the liquidity of the markets in which it trades.
The Fund, under the direction of APM, rapidly acquires and liquidates both long and short positions in currency markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund’s past performance is not necessarily indicative of its future results.
Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund’s speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantifications included in this section should not be considered to constitute any assurance or representation that the Fund’s losses in any market sector will be limited to Value at Risk or by the Fund’s attempts to manage its market risk.
Quantifying The Fund’s Trading Value At Risk
Quantitative Forward-Looking Statements
The following quantitative disclosures regarding the Fund’s market risk exposures contain “forward-looking statement” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). 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 APM is quantified below in terms of Value at Risk. Due to the Fund’s mark-to-market accounting, any loss in the fair value of the Fund’s open positions is directly reflected in the Fund’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).
Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95%-99% of the one-day time periods included in the historical sample (generally approximately one year) researched for purposes of establishing margin
16
levels. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation
In the case of market sensitive instruments which are not exchange-traded (almost exclusively currencies in the case of the Fund), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.
100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Fund’s positions are rarely, if ever, 100% positively correlated have not been reflected.
The Fund’s Trading Value at Risk in Different Market Sectors
The following table indicates the average, highest and lowest trading Value at Risk associated with the Fund’s open positions by market category for the fiscal period. For the nine months ended September 30, 2008 and 2007, the Fund’s average Month-end Net Asset Value for all other purposes was approximately $90,077,180 and $25,376,727, respectively.
September 30, 2008
|
| Average |
| % of Average |
| Highest Value |
| Lowest Value |
| |||
Market Sector |
| Value at Risk |
| Capitalization |
| At Risk |
| At Risk |
| |||
|
|
|
|
|
|
|
|
|
| |||
Agricultural Commodities |
| $ | 300,868 |
| 0.33 | % | $ | 2,216,535 |
| $ | — |
|
Energy |
| 194,612 |
| 0.22 | % | 1,262,802 |
| $ | — |
| ||
Interest Rates |
| 4,301,545 |
| 4.78 | % | 7,469,952 |
| $ | 938,876 |
| ||
Metals |
| 282,396 |
| 0.31 | % | 2,022,495 |
| $ | — |
| ||
Currencies |
| 33,922 |
| 0.04 | % | 122,788 |
| $ | 58 |
| ||
|
|
|
|
|
|
|
|
|
| |||
TOTAL |
| $ | 5,113,343 |
| 5.68 | % | $ | 13,094,572 |
| $ | 938,934 |
|
September 30, 2007
|
| Average |
| % of Average |
| Highest Value |
| Lowest Value |
| |||
Market Sector |
| Value at Risk |
| Capitalization |
| At Risk |
| At Risk |
| |||
|
|
|
|
|
|
|
|
|
| |||
Agricultural Commodities |
| $ | 82,422 |
| 0.32 | % | $ | 629,565 |
| $ | 2,587 |
|
Energy |
| 50,612 |
| 0.20 | % | 355,242 |
| 1,215 |
| |||
Interest Rates |
| 1,222,733 |
| 4.82 | % | 2,092,721 |
| 390,839 |
| |||
Metals |
| 30,948 |
| 0.12 | % | 166,653 |
| 2,545 |
| |||
F/X |
| 10,252 |
| 0.04 | % | 84,535 |
| 9 |
| |||
|
|
|
|
|
|
|
|
|
| |||
TOTAL |
| $ | 1,396,967 |
| 5.50 | % | $ | 3,328,716 |
| $ | 397,195 |
|
17
Material Limitations on Value at Risk as an Assessment of Market Risk
The face value of the market sector instruments held by the Fund is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund. The magnitude of the Fund’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Fund to incur severe losses over a short period of time. The foregoing Value at Risk table — as well as the past performance of the Fund — gives no indication of this “risk of ruin.”
Non-Trading Risk
Foreign Currency Balances; Cash on Deposit with MLPF&S
The Fund has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial.
The Fund also has non-trading market risk on the approximately 90%-95% 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. This cash flow risk is immaterial.
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 APM 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.
Item 4. Controls and Procedures
MLAI, the Sponsor of ML APM Global Commodity FuturesAccess LLC, with the participation of the Sponsor’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of the end of the period of this quarterly report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Fund’s internal controls or in other factors that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
18
None.
Past Performance Not Necessarily Indicative of Future Results
Past performance is not necessarily indicative of future results. The trading advisor’s past performance may not be representative of how it may trade in the future for the Fund.
Volatile Markets; Highly Leveraged Trading
Futures and forward trading is highly leveraged, and market price levels are volatile and materially affected by unpredictable factors such as weather and governmental intervention. The combination of leverage and volatility creates a high degree of risk.
Importance of General Market Conditions
Overall market or economic conditions — which neither MLAI nor the trading advisor can predict or control — have a material effect on the performance of any managed futures strategy.
Forward Trading
The Fund will trade currencies in the forward markets in addition to in the futures markets. The forward markets are over-the-counter, non-exchange markets, and in trading in these markets, the Fund will be dependent on the credit standing of the counterparties with which they trade, without the financial support of any clearinghouse system. In addition, the prices offered for the same forward contract may vary significantly among different forward market participants. Forward market counterparties are under no obligation to enter into forward transactions with a Fund, including transactions through which the Fund is attempting to liquidate open positions.
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.
Trading Advisor Risk
The Fund is subject to the risk of the bad judgment, negligence or misconduct of its 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.
19
Changes in Trading Strategy
The trading advisor may make material changes in its trading strategies without the knowledge of MLAI.
Illiquid Markets
Certain positions held by the Fund may become illiquid, preventing the Fund’s trading advisor from acquiring positions otherwise indicated by its strategy or making it impossible for the trading advisor to close out positions against which the market is moving.
Certain futures markets are subject to “daily price limits,” restricting the maximum amount by which the price of a particular contract can change during any given trading day. Once a contract’s price has moved “the limit,” it may be impossible or economically non-viable to execute trades in such contract. From time to time, prices have moved “the limit” for a number of consecutive days, making it impossible for traders against whose positions the market was moving to prevent large losses.
Trading on Non-U.S. Exchanges
The trading advisor may trade extensively on non-U.S. exchanges. These exchanges are not regulated by any United States governmental agency. The Fund could incur substantial losses trading on foreign exchanges to which it would not have been subject had its trading advisor limited its trading to U.S. markets.
The profits and losses derived from trading foreign futures and options will generally be denominated in foreign currencies; consequently, the Fund will be subject to a certain degree of exchange-rate risk in trading such contracts.
The Fund Could Lose Assets and Have Its Trading Disrupted Due to the Bankruptcy of One of the Parties
The Fund is subject to the risk of insolvency of a counterparty, an exchange, a clearinghouse or MLPF&S. Fund assets could be lost or impounded during lengthy bankruptcy proceedings. Were a substantial portion of the Fund’s capital tied up in a bankruptcy, MLAI might suspend or limit trading, perhaps causing the Fund to miss significant profit opportunities. There are increased risks in dealing with unregulated trading counterparties including the risk that assets may not benefit from the protection afforded to “customer funds” deposited with regulated dealers and brokers.
20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Issuance to accredited investors pursuant to Regulation D and Section 4(6) under the Securities Act. The selling agent of the following Class of Units was MLPF&S.
CLASS A
|
| Subscription |
|
|
| ||||
|
| Amount |
| Units |
| NAV (1) |
| ||
Jan-08 |
| $ | 1,786,860 |
| 1,564,128 |
| $ | 1.1424 |
|
Feb-08 |
| 149,954 |
| 122,662 |
| 1.2225 |
| ||
Mar-08 |
| 1,559,677 |
| 1,204,849 |
| 1.2945 |
| ||
Apr-08 |
| 490,469 |
| 389,076 |
| 1.2606 |
| ||
May-08 |
| 285,618 |
| 230,616 |
| 1.2385 |
| ||
Jun-08 |
| 308,301 |
| 245,150 |
| 1.2576 |
| ||
Jul-08 |
| 282,746 |
| 216,249 |
| 1.3075 |
| ||
Aug-08 |
| 1,925,616 |
| 1,550,790 |
| 1.2417 |
| ||
Sep-08 |
| 422,167 |
| 333,518 |
| 1.2658 |
| ||
Oct-08 |
| 1,903,995 |
| 1,595,571 |
| 1.1933 |
| ||
CLASS C
|
| Subscription |
|
|
| ||||
|
| Amount |
| Units |
| NAV (1) |
| ||
Jan-08 |
| $ | 4,037,339 |
| 3,579,201 |
| $ | 1.1280 |
|
Feb-08 |
| 3,584,330 |
| 2,971,835 |
| 1.2061 |
| ||
Mar-08 |
| 6,156,484 |
| 4,828,615 |
| 1.2750 |
| ||
Apr-08 |
| 6,772,110 |
| 5,455,220 |
| 1.2414 |
| ||
May-08 |
| 3,517,037 |
| 2,888,737 |
| 1.2175 |
| ||
Jun-08 |
| 3,255,778 |
| 2,636,684 |
| 1.2348 |
| ||
Jul-08 |
| 1,526,391 |
| 1,191,748 |
| 1.2808 |
| ||
Aug-08 |
| 2,563,987 |
| 2,109,409 |
| 1.2155 |
| ||
Sep-08 |
| 1,764,611 |
| 1,423,533 |
| 1.2396 |
| ||
Oct-08 |
| 908,990 |
| 778,445 |
| 1.1677 |
| ||
CLASS D
|
| Subscription |
|
|
| ||||
|
| Amount |
| Units |
| NAV (1) |
| ||
Jan-08 |
| $ | 748,059 |
| 661,355 |
| $ | 1.1311 |
|
Feb-08 |
| — |
| — |
| 1.2119 |
| ||
Mar-08 |
| 1,099,998 |
| 855,897 |
| 1.2852 |
| ||
Apr-08 |
| 975,000 |
| 774,485 |
| 1.2590 |
| ||
May-08 |
| — |
| — |
| 1.2445 |
| ||
Jun-08 |
| — |
| — |
| 1.2656 |
| ||
Jul-08 |
| 999,999 |
| 758,437 |
| 1.3185 |
| ||
Aug-08 |
| — |
| — |
| 1.2529 |
| ||
Sep-08 |
| 2,984,999 |
| 2,329,483 |
| 1.2814 |
| ||
Oct-08 |
| 550,000 |
| 455,411 |
| 1.2077 |
| ||
CLASS I
|
| Subscription |
|
|
| ||||
|
| Amount |
| Units |
| NAV (1) |
| ||
Jan-08 |
| $ | 2,535,059 |
| 2,221,008 |
| $ | 1.1414 |
|
Feb-08 |
| 2,721,249 |
| 2,227,246 |
| 1.2218 |
| ||
Mar-08 |
| 1,014,023 |
| 784,787 |
| 1.2921 |
| ||
Apr-08 |
| 1,595,580 |
| 1,264,928 |
| 1.2614 |
| ||
May-08 |
| 963,281 |
| 777,153 |
| 1.2395 |
| ||
Jun-08 |
| 410,514 |
| 326,167 |
| 1.2586 |
| ||
Jul-08 |
| 752,447 |
| 575,573 |
| 1.3073 |
| ||
Aug-08 |
| 114,625 |
| 92,179 |
| 1.2435 |
| ||
Sep-08 |
| 749,996 |
| 590,223 |
| 1.2707 |
| ||
Oct-08 |
| 869,998 |
| 726,209 |
| 1.1980 |
| ||
(1) Net Asset Value for all other purposes
(b) None.
(c) None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
21
On September 15, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch”) and Bank of America Corporation (“Bank of America”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, on the terms and conditions set forth therein, a wholly owned subsidiary of Bank of America will merge into Merrill Lynch and Merrill Lynch will continue as the surviving corporation as a wholly owned subsidiary of Bank of America (the “Merger). The Merger has been approved by the board of directors of each of Merrill Lynch and Bank of America and is scheduled to close in the first quarter of 2009 or earlier, subject to shareholder approval at both companies, customary closing conditions and standard regulatory approvals.
The following exhibits are incorporated by reference or are filed herewith to this Quarterly Report on Form 10-Q:
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.
22
SIGNATURES
Pursuant to the requirements 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.
| ML APM GLOBAL COMMODITY FUTURESACCESS LLC | ||
|
| ||
|
| ||
| By: MERRILL LYNCH ALTERNATIVE | ||
| INVESTMENTS LLC | ||
| (Manager) | ||
|
| ||
|
| ||
Date: November 14, 2008 | By | /s/ PAUL MORTON | |
|
| Paul Morton | |
|
| Chief Executive Officer, President and Manager | |
|
| (Principal Executive Officer) | |
|
| ||
|
| ||
Date: November 14, 2008 |
| ||
| By | /s/ BARBRA E. KOCSIS | |
|
| Barbra E. Kocsis | |
|
| Chief Financial Officer | |
|
| (Principal Financial and Accounting Officer) | |
23