-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OEGvpJR9t69J8emBAtMrTM/K98CDx7FWx1e75jz5g+sRLmv30XIDZidtzCCVmXw4 xB86T89pwVY8D+I0NmBvcQ== 0001104659-08-021248.txt : 20080331 0001104659-08-021248.hdr.sgml : 20080331 20080331163508 ACCESSION NUMBER: 0001104659-08-021248 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080331 DATE AS OF CHANGE: 20080331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ML Aspect FuturesAccess LLC CENTRAL INDEX KEY: 0001309132 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 201227650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51085 FILM NUMBER: 08725243 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD STREET 2: SECTION 2G CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 877-465-8435 MAIL ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD STREET 2: SECTION 2G CITY: PLAINSBORO STATE: NJ ZIP: 08536 10-K 1 a08-9227_610k.htm 10-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K

 

x Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the fiscal year ended: December 31, 2007

 

or

 

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

 

Commission file number: 0-51085

 

ML ASPECT FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-1227650

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

c/o Merrill Lynch Alternative Investments LLC

Hopewell Corporate Campus, Building No. 2

1200 Merrill Lynch Drive – First Floor

Pennington, New Jersey 08534

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:  (609) 274-5838

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Units of Limited Liability Company Interest

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes o   No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act

 

Yes o   No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x   No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “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

(Do not check if a smaller reporting company)

 

 

 

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

Yes o   No x

 

The Units of limited liability company interest of the registrant are not publicly traded.  Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.

 

As of January 31, 2008, units of limited liability company interest with an aggregate net asset value of $275,915,961 were outstanding and held by non-affiliates.

 

Documents Incorporated by Reference

 

The registrant’s 2007 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the year ended December 31, 2007, is incorporated by reference into Part II, Item 8, and Part IV hereof and filed as an Exhibit herewith. Copies of the annual report are available free of charge by contacting Alternative Investments Client Services at 1-866-MER-ALTS.

 

 



 

ML ASPECT FUTURESACCESS LLC

 

ANNUAL REPORT FOR 2007 ON FORM 10-K

 

Table of Contents

 

 

 

PAGE

 

PART I

 

 

 

 

Item 1.

Business

1

 

 

 

Item 1A.

Risk Factors

7

 

 

 

Item 1B.

Unresolved Staff Comments

8

 

 

 

Item 2.

Properties

9

 

 

 

Item 3.

Legal Proceedings

9

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

9

 

 

 

 

PART II

 

 

 

 

Item 5.

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

9

 

 

 

Item 6.

Selected Financial Data

11

 

 

 

Item 7.

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

20

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

26

 

 

 

Item 8.

Financial Statements and Supplementary Data

31

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

31

 

 

 

Item 9A(T).

Controls and Procedures

31

 

 

 

Item 9B.

Other Information

32

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

33

 

 

 

Item 11.

Executive Compensation

35

 

 

 

Item 12.

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

35

 

 

 

Item 13.

Certain Relationships and Related Transactions

35

 

 

 

Item 14.

Principal Accountant Fees and Services

36

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

38

 



 

PART I

 

Item 1:          Business

 

(a)                             General Development of Business:

 

ML Aspect FuturesAccess LLC (the “Fund”) was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on April 1, 2005. The Fund issues new units of limited liability company interest (“Units”) at Net Asset Value per Unit (see Item 6 for discussion of net asset value and net asset value per unit for subscriptions and redemptions purposes hereinafter referred to as Net Asset Value and Net Asset Value per Unit for all other purposes) 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. Aspect Capital Limited (“Aspect”) 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.

 

As of December 31, 2007, the Net Asset Value of the Fund for all other purposes was $266,034,174 and the Net Asset Value per Unit for all other purposes was $1.2539 for Class A, $1.2235 for Class C, $1.3244 for Class D,  $1.2656 for Class I, $1.3245 for class D-SM and $1.3283 for Class D-TF.  The Capitalization and Net Asset Value per Unit for financial reporting purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) was $266,014,974 and $1.2538 for Class A, $1.2234 for Class C, $1.3241 for Class D, $1.2649 for Class I, $1.3245 for Class D-SM and $1.3283 for Class D-TF.

 

The highest month-end Net Asset Value per Unit for all other purposes for Class A since Aspect began trading was $1.2622 (October 31st, 2007) and the lowest was $0.9690 (April 30, 2005).  The highest month-end Net Asset Value per Unit for all other purposes for Class C since Aspect began trading was $1.2361 (June 30, 2007) and the lowest was $0.9682 (April 30, 2005).  The highest month-end Net Asset Value per Unit for all other purposes for Class D since Aspect began trading was $1.3299 (October 31, 2007) and the lowest was $0.9702 (April 30, 2005).  The highest month-end Net Asset Value per Unit for all other purposes for Class I since Aspect began trading was $1.2732 (October 31, 2007) and the lowest was $0.9693 (April 30, 2005). The highest month-end Net Asset Value per Unit for all other purposes for Class D-SM since inception was $1.3300 (October 31, 2007) and the lowest was $1.1631 (March 30, 2007).  The highest month-end Net Asset Value per Unit for all other purposes for Class D-TF since inception was $1.3338 (October 31, 2007) and the lowest was $1.1828 (August 30, 2007).

 

(b)                                 Financial Information about Segments:

 

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

 

(c)                                  Narrative Description of Business:

 

Trading Advisor’s Trading Model

 

The Fund and MLAI have entered into an advisory agreement with Aspect whereby Aspect will trade in the international futures and forwards markets pursuant to the Aspect Diversified Program (the “Trading Model”).

 

The Trading Model, which Aspect has traded since December 1, 1998, is a broadly diversified global trading system that deploys multiple trading securities that seek to identify and exploit directional moves in market behavior of a broad range of global financial instruments including (but not limited to) bonds, currencies, interest rates, equities, equity indices, debt securities, selected physical commodities and derivatives. Its investment objective is the generation of significant medium-term capital growth independent of overall movements in

 

1



 

traditional stock and bond markets within a risk management framework. By maintaining comparatively small exposure to any individual market, the aim is to achieve real diversification. The Trading Model seeks to maintain positions in a variety of markets. Market concentration varies according to the strength of signals, volatility and liquidity, amongst other factors.

 

The core objectives of the Trading Model are to: (i) produce strong medium-term capital appreciation, that is appreciation over the course of approximately 3 to 5 years; (ii) seek and exploit profit opportunities in both rising and falling markets using a quantitative and systematic investment process; (iii) provide diversification away from overall movements in traditional investment portfolios; and (iv) minimize risk by operating in a diverse range of markets and sectors using an investment process involving pre-defined and monitored risk limits and determines market exposure in accordance with factors including (but not limited to) market correlation, volatility, liquidity and the cost of market access.

 

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

 

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

 

A fundamental principle of Aspect’s investment approach is the importance of a risk management framework. Aspect employs a value-at-risk methodology and other risk management procedures to monitor the risk of the Trading Model within pre-defined guidelines. Additionally, Aspect has developed mechanisms to provide that risk is controlled at both an individual market and portfolio level.

 

Aspect retains the right to develop and make changes to the Trading Model as its sole discretion, including (without limitation) the incorporation of new markets, instruments, strategies and assets classes into the Trading Model.

 

Employees

 

The Fund has no employees.

 

Use of Proceeds and Cash Management Income

 

Subscription Proceeds

 

The Fund’s cash is used as security for and to pay the Fund’s trading losses as well as its expenses and redemptions. The primary use of the proceeds of the sale of the Units is to permit Aspect to trade on a speculative basis in a wide range of different futures and forwards markets on behalf of the Fund.  While being used for this purpose, the Fund’s assets are also generally available for cash management, as more fully described below under “Cash Assets”.

 

Market Sectors

 

Aspect trading involves the speculative trading of over-the-counter forward contracts and exchange traded futures contracts, although the percentage of the Fund’s assets allocated to either class of contracts will vary from time to time.

 

2



 

Market Types

 

The Fund trades on a variety of United States and foreign futures exchanges.  Substantially all of the Fund’s off-exchange trading takes place in the highly liquid, institutionally based currency forward markets.

 

Many of the Fund’s currency trades are executed in the spot and forward foreign exchange markets (the “FX Markets”) where there are no direct execution costs.  Instead, the participants, banks and dealers in the FX markets take a “spread” between the prices at which they are prepared to buy and sell a particular currency and such spreads are built into the pricing of the spot or forward contracts with the Fund.

 

Custody of Assets

 

Substantially all of the Fund’s assets are currently held in Commodity Futures Trading Commission (“CFTC”) regulated customer accounts at MLPF&S.

 

Cash Assets

 

The Fund will generally earn interest, as described below, on its “Cash Assets”, which can be generally described as the cash actually held by the Fund plus its “open trade equity” (unrealized gain and loss marked to market daily on open positions).   Cash Assets are held primarily in U.S. dollars, and to a lesser extent in foreign currencies, and are comprised of the Fund’s cash balances held in the offset accounts (as described below) – which include “open trade equity” (unrealized gain and loss on open positions) on United States futures contracts, which is paid into or out of the Fund’s account on a daily basis; the Fund’s cash balances in foreign currencies derived from its trading in non-U.S. dollar denominated futures and options contracts, which includes open trade equity on those exchanges which settle gains and losses on open positions in such contracts prior to closing out such positions.  Cash Assets do not include and the Fund does not earn interest income on the Fund’s gains or losses on its open forward, commodity option and certain foreign futures positions since such gains and losses are not collected or paid until such positions are closed out.

 

The Fund’s Cash Assets may be greater than, less than or equal to the Fund’s Net Asset Value (on which the redemption value of the Units is based) primarily because Net Asset Value reflects all gains and losses on open positions as well as accrued but unpaid expenses.

 

Interest Earned on the Fund’s U.S. Dollar Cash Assets

 

                                                                                                The Fund’s U.S. dollar Cash Assets are held in cash at MLPF&S, which utilizes offset accounts.

 

                                                                                                Offset accounts are non-interest bearing demand deposit accounts maintained with banks unaffiliated with Merrill Lynch.  An integral feature of the offset arrangements is that the participating banks specifically acknowledge that the offset accounts are MLPF&S customer accounts, not subject to any Merrill Lynch liability.

 

                                                                                                MLPF&S 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.

 

                                                                                                The banks at which the offset accounts are maintained make available to Merrill Lynch interest-free overnight credits, loans or overdrafts in the amount of the Fund’s U.S. dollar Cash Assets held in the offset accounts, charging Merrill Lynch a small fee for this service.  The economic benefits derived by Merrill Lynch – net of the interest credits paid to the Fund and the fee paid to the offset banks – from the offset accounts have not exceeded 0.75% per annum of the Fund’s average daily U.S. dollar Cash Assets held in the offset accounts.  These

 

3



 

revenues to Merrill Lynch are in addition to the Brokerage Commissions and Sponsor fees paid by the Fund to MLPF&S and MLAI, respectively.

 

Interest Paid by Merrill Lynch on the Fund’s Non-U.S. Dollar Cash Assets

 

Under the single currency margining system implemented for the Fund, the Fund itself does not deposit foreign currencies to margin trading in non-U.S. dollar denominated futures contracts and options, if any.  MLPF&S provides the necessary margin, permitting the Fund to retain the monies which would otherwise be required for such margin as part of the Fund’s U.S. dollar Cash Assets.  The Fund does not earn interest on foreign margin deposits provided by MLPF&S. The Fund does, however, earn interest on its non-U.S. dollar Cash Assets.  Specifically, the Fund is credited by Merrill Lynch with interest at prevailing short-term local rates on assets and net gains on non-U.S. dollar denominated positions for such gains actually held in cash by the Fund.  Merrill Lynch charges the Fund Merrill Lynch’s cost of financing realized and unrealized losses on such positions.

 

The Fund may hold foreign currency gains and finances foreign currency losses on an interim basis until converted into U.S. dollars and either paid into or out of the Fund’s U.S. dollar Cash Assets which generally occurs weekly.  Foreign currency gains or losses on open positions are not converted into U.S. dollars until the positions are closed.  Assets of the Fund while held in foreign currencies are subject to exchange rate risk.

 

4



 

Charges

 

The following table summarizes the charges incurred by the Fund for the years ended December 31, 2007, December 31, 2006 and for the period April 1, 2005 (commencement of operations) to December 31, 2005.

 

 

 

2007

 

2006

 

2005

 

Charges

 

Dollar
Amount

 

% of Average
Month-End
Net Assets (non
GAAP)

 

Dollar
Amount

 

% of Average
Month-End
Net Assets (non
GAAP)

 

Dollar
Amount

 

% of Average
Month-End
Net Assets (non GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Expenses

 

$

677,494

 

0.32

%

$

663,356

 

0.95

%

$

93,442

 

0.47

%

Sponsor fees

 

2,781,129

 

1.33

%

1,358,328

 

1.95

%

230,699

 

1.16

%

Management fees

 

4,139,254

 

1.98

%

1,479,278

 

2.13

%

318,128

 

1.60

%

Performance fees

 

2,038,070

 

0.97

%

1,416,045

 

2.04

%

422,270

 

2.13

%

Total

 

$

9,635,947

 

4.60

%

$

4,917,007

 

7.07

%

$

1,064,539

 

5.36

%

 

The foregoing table does not reflect the bid-ask spreads paid by the Fund on its forward trading, or the benefits which may be derived by Merrill Lynch from the deposit of certain of the Fund’s U.S. dollar assets maintained at MLPF&S.

 

The Fund’s average month-end Net Assets for all other purposes during 2007, 2006 and 2005 equaled $209,511,078, $69,564,476 and $19,845,219, respectively.

 

During 2007, the Fund earned $10,674,137, in interest income, or approximately 5.09% of the Fund’s average month-end Net Assets for other reporting purposes. During 2006, the Fund earned $3,456,878 in interest income, or approximately 4.97% of the Fund’s average month-end Net Assets for other reporting purposes.  During 2005, the Fund earned $523,605 in interest income, or approximately 2.638% of the Fund’s average net assets.

 

Description of Current Charges

 

Recipient

 

Nature of Payment

 

Amount of Payment

 

 

 

 

 

MLPF&S

 

Brokerage Commissions

 

During 2007, 2006 and 2005 the average round-turn (each purchase and sale or sale and purchase of a single futures contract) rate of the Fund’s Brokerage Commissions was approximately $9.92, $12.13 and $9.44 respectively.

 

 

 

 

 

MLPF&S

 

Use of assets

 

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

 

5



 

Merrill Lynch and MLPF&S

 

Sponsor Fees

 

A flat-rate monthly charge of 0.125 of 1% (1.50% annual rate) on Class A units, flat-rate monthly charge of 0.2083 of 1% (2.50% annual rate) on Class C units, a flat-rate monthly charge of 0.0917 of 1% (1.10% annual rate) on Class I units (including the monthly interest credit and before reduction for accrued month-end redemptions, distributions,  management fees or performance fees, in each case as of the end of the month of determination).  Class D, D-SM and D-TF do not pay Sponsor Fees.

 

 

 

 

 

MLPF&S

 

Sales Commissions

 

Class A Units are subject to a sales commission paid to Merrill Lynch ranging from 1.0% to 2.5%. Class D, D-SM, D-TF 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.

 

 

 

 

 

Merrill Lynch International Bank (“MLIB”) (or an affiliate); Other counterparties

 

Bid–ask spreads

 

Bid–ask spreads on forward and related trades.

 

 

 

 

 

MLIB (or an affiliate); Other counterparties

 

EFP differentials

 

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

 

 

 

 

 

Aspect

 

Annual performance fees

 

20% of any New Trading Profits, as defined, generated by the Fund and allocated for Classes A, C, I, D and D-SM and 15% of any New Trading Profits, as defined, generated by the Fund and allocated for Class D-TF as a whole as of the end of each calendar year. MLAI receives 25% of the performance fees.

 

 

 

 

 

Aspect

 

Management fees

 

A flat-rate monthly net charge of 0.1667 of 1% of the Fund’s month-end net assets (a 2% annual rate). MLAI receives 25% of the management fees.

 

 

 

 

 

Others

 

Operating expense of Fund including audit, legal and tax services

 

Actual payments to third parties.

 

 

 

 

 

MLAI

 

Ongoing Offering Costs Reimbursed

 

Actual costs incurred.

 

6



 

Regulation

 

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

 

(d)                                 Financial Information about Geographic Areas

 

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

 

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

 

Item 1A:  Risk Factors

 

Past Performance Not Necessarily Indicative of Future Results

 

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, not 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 the 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.

 

7



 

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 trading advisor misconduct.

 

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 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.

 

Item 1B: Unresolved Staff Comments

 

                                                                                                Not applicable.

 

8



 

Item 2:          Properties

 

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

 

The Fund’s administrative offices are the administrative offices of MLAI (Merrill Lynch Alternative Investments LLC, Hopewell Corporate Campus, 1200 Merrill Lynch Drive – First Floor, Pennington, New Jersey 08534).  MLAI performs administrative services for the Fund from MLAI’s offices.

 

Item 3:          Legal Proceedings

 

None.

 

Item 4:          Submission of Matters to a Vote of Security Holders

 

None.

 

PART II

 

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

 

                                                Item 5(a)

 

(a)                                  Market Information:

 

There is no established public trading market for the Units, and none is likely to develop.  Members may redeem Units on ten days written notice to MLAI as of the last day of each month at their Net Asset Value, subject to certain early redemption charges.

 

(b)                                 Holders:

 

As of December 31, 2007, there were 3, 204 holders of Units, including MLAI.

 

(c)                                  Dividends:

 

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

 

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

 

Not applicable.

 

9



 

(e)           Recent Sales of Unregistered Securities:

 

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-07

 

$

2,011,848

 

1,725,131

 

$

1.1662

 

Feb-07

 

773,165

 

646,892

 

1.1952

 

Mar-07

 

645,431

 

569,565

 

1.1332

 

Apr-07

 

866,760

 

778,480

 

1.1134

 

May-07

 

897,005

 

773,080

 

1.1603

 

Jun-07

 

391,946

 

320,820

 

1.2217

 

Jul-07

 

246,820

 

195,827

 

1.2604

 

Aug-07

 

38,998

 

32,447

 

1.2019

 

Sep-07

 

226,068

 

199,214

 

1.1348

 

Oct-07

 

42,899

 

35,917

 

1.1944

 

Nov-07

 

175,184

 

138,792

 

1.2622

 

Dec-07

 

114,073

 

93,098

 

1.2253

 

Jan-08

 

59,360

 

47,340

 

1.2539

 

Feb-08

 

204,746

 

155,807

 

1.3141

 

 

CLASS C

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV(1)

 

Jan-07

 

$

2,881,057

 

2,506,793

 

$

1.1493

 

Feb-07

 

2,109,219

 

1,792,182

 

1.1769

 

Mar-07

 

4,306,212

 

3,862,073

 

1.1150

 

Apr-07

 

5,570,698

 

5,089,254

 

1.0946

 

May-07

 

2,988,684

 

2,621,883

 

1.1399

 

Jun-07

 

4,434,350

 

3,698,065

 

1.1991

 

Jul-07

 

4,472,218

 

3,618,007

 

1.2361

 

Aug-07

 

2,366,134

 

2,009,114

 

1.1777

 

Sep-07

 

1,823,674

 

1,642,654

 

1.1102

 

Oct-07

 

1,487,436

 

1,273,054

 

1.1684

 

Nov-07

 

1,918,259

 

1,554,883

 

1.2337

 

Dec-07

 

1,092,837

 

913,285

 

1.1966

 

Jan-08

 

987,828

 

807,379

 

1.2235

 

Feb-08

 

1,071,005

 

835,939

 

1.2812

 

 

CLASS D

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV(1)

 

Jan-07

 

$

1,334,000

 

1,099,390

 

$

1.2134

 

Feb-07

 

 

 

1.2452

 

Mar-07

 

352,999

 

298,570

 

1.1823

 

Apr-07

 

 

 

1.1631

 

May-07

 

220,447

 

181,632

 

1.2137

 

Jun-07

 

5,768,449

 

4,508,362

 

1.2795

 

Jul-07

 

 

 

1.3217

 

Aug-07

 

 

 

1.2620

 

Sep-07

 

 

 

1.1901

 

Oct-07

 

 

 

1.2557

 

Nov-07

 

 

 

1.3299

 

Dec-07

 

 

 

1.2926

 

Jan-08

 

 

 

1.3244

 

Feb-08

 

 

 

1.3989

 

 

CLASS I

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV(1)

 

Jan-07

 

$

94,948

 

80,993

 

$

1.1723

 

Feb-07

 

35,999

 

29,952

 

1.2019

 

Mar-07

 

945,069

 

828,861

 

1.1402

 

Apr-07

 

568,449

 

507,272

 

1.1206

 

May-07

 

1,020,003

 

873,066

 

1.1683

 

Jun-07

 

147,168

 

119,610

 

1.2304

 

Jul-07

 

34,998

 

27,560

 

1.2699

 

Aug-07

 

256,895

 

212,082

 

1.2113

 

Sep-07

 

369,678

 

323,089

 

1.1442

 

Oct-07

 

 

 

1.2044

 

Nov-07

 

 

 

1.2732

 

Dec-07

 

418,648

 

338,630

 

1.2363

 

Jan-08

 

45,535

 

35,979

 

1.2656

 

Feb-08

 

492,498

 

371,192

 

1.3268

 

 

CLASS D-SM

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV(1)

 

Jan-07

 

$

 

 

$

N/A

 

Feb-07

 

 

 

N/A

 

Mar-07

 

 

 

N/A

 

Apr-07

 

11,999,999

 

10,317,255

 

1.1631

 

May-07

 

 

 

1.2137

 

Jun-07

 

 

 

1.2795

 

Jul-07

 

913,488

 

691,146

 

1.3217

 

Aug-07

 

75,775

 

60,072

 

1.2614

 

Sep-07

 

165,113

 

138,518

 

1.1920

 

Oct-07

 

260,326

 

207,101

 

1.2570

 

Nov-07

 

 

 

1.3300

 

Dec-07

 

3,327,883

 

2,574,366

 

1.2927

 

Jan-08

 

1,404,330

 

1,060,272

 

1.3245

 

Feb-08

 

1,137,736

 

818,574

 

1.3899

 

 

CLASS D-TF

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV(1)

 

Jan-07

 

$

 —

 

 

$

 N/A

 

Feb-07

 

 

 

N/A

 

Mar-07

 

 

 

N/A

 

Apr-07

 

 

 

N/A

 

May-07

 

 

 

N/A

 

Jun-07

 

116,922,599

 

91,381,476

 

1.2795

 

Jul-07

 

 

 

1.3245

 

Aug-07

 

 

 

1.2568

 

Sep-07

 

 

 

1.1828

 

Oct-07

 

 

 

1.2485

 

Nov-07

 

 

 

1.3338

 

Dec-07

 

 

 

1.2912

 

Jan-08

 

 

 

1.3283

 

Feb-08

 

 

 

1.3982

 

 


(1) Beginning of the month Net Asset Value for all other purposes

 

Class A Units are subject to a sales commission paid to Merrill Lynch ranging from 1.0% to 2.5%. Class D, Class D-SM, Class D-TF 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.

 

Item 5(b)

 

 

 

 

 

Not applicable.

 

 

 

Item 5(c)

 

 

 

 

 

Not applicable.

 

 

10



 

Item 6:   Selected Financial Data

 

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

 

Statement of Income

 

For the year ended
December 31, 2007

 

For the year ended
December 31, 2006

 

For the
Period April 1,
2005 (1)  to
December 31,
2005

 

 

 

 

 

 

 

 

 

Trading profit (loss)

 

 

 

 

 

 

 

Realized

 

$

12,040,023

 

$

3,685,911

 

$

1,461,386

 

Change in unrealized

 

3,857,805

 

4,871,886

 

638,884

 

Brokerage commissions

 

(1,052,707

)

(364,137

)

(87,681

)

Total trading profits

 

14,845,121

 

8,193,660

 

2,012,589

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

 

 

Interest

 

10,674,137

 

3,456,878

 

523,605

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

Management fee

 

4,139,254

 

1,479,278

 

318,128

 

Sponsor fee

 

2,781,129

 

1,358,328

 

230,699

 

Performance fee

 

2,038,070

 

1,416,045

 

422,270

 

Other

 

665,497

 

663,356

 

93,442

 

Total expenses

 

9,623,950

 

4,917,007

 

1,064,539

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

1,050,187

 

(1,460,129

)

(540,934

)

 

 

 

 

 

 

 

 

NET INCOME

 

$

15,895,308

 

$

6,733,531

 

$

1,471,655

 

 


(1) Commencement of Operations

 

Balance Sheet Data

 

December 31, 2007

 

December 31, 2006

 

December 31, 2005

 

 

 

 

 

 

 

 

 

Members’ Capital

 

$

266,014,974

 

$

119,476,920

 

$

30,404,653

 

Net Asset Value per Class A Unit

 

$

1.2538

 

$

1.1660

 

$

1.0638

 

Net Asset Value per Class C Unit

 

$

1.2234

 

$

1.1491

 

$

1.0584

 

Net Asset Value per Class D Unit

 

$

1.3241

 

$

1.2130

 

$

1.0935

 

Net Asset Value per Class I Unit

 

$

1.2649

 

$

1.1716

 

$

1.0590

 

Net Asset Value per Class D-SM Unit

 

$

1.3245

 

 

 

 

 

Net Asset Value per Class D-TF Unit

 

$

1.3283

 

 

 

 

 

 

11



 

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 payment is amortized over 60 months. Consequently, as of December 31, 2007 and 2006, 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, 2007

 

 

 

Net Asset Value

 

 

 

Net Asset Value per Unit

 

 

 

All Other
Purposes

 

Financial
Reporting

 

Number of
Units

 

All Other
Purposes

 

Financial
Reporting

 

Class A

 

$

22,441,846

 

$

22,441,404

 

17,898,315

 

$

1.2539

 

$

1.2538

 

Class C

 

96,877,717

 

96,871,359

 

79,180,594

 

1.2235

 

1.2234

 

Class D

 

21,588,645

 

21,583,979

 

16,300,492

 

1.3244

 

1.3241

 

Class I

 

14,381,886

 

14,374,152

 

11,363,798

 

1.2656

 

1.2649

 

Class D-SM

 

18,235,954

 

18,235,954

 

13,768,122

 

1.3245

 

1.3245

 

Class D-TF

 

92,508,126

 

92,508,126

 

69,643,298

 

1.3283

 

1.3283

 

 

 

$

266,034,174

 

$

266,014,974

 

208,154,619

 

 

 

 

 

 

December 31, 2006

 

 

 

Net Asset Value

 

 

 

Net Asset Value per Unit

 

 

 

All Other
Purposes

 

Financial
Reporting

 

Number of
Units

 

All Other
Purposes

 

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

 

 

 

 

 

 

12



 

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and report performance to investors throughout the year is the most valuable information 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.

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT - CLASS A

 

 

 

Jan.

 

Feb.

 

Mar.

 

Apr.

 

May

 

June

 

July

 

Aug.

 

Sept.

 

Oct.

 

Nov.

 

Dec.

 

2005

 

n/a

 

n/a

 

n/a

 

$

0.9690

 

$

1.0071

 

$

1.0401

 

$

1.0206

 

$

1.0532

 

$

1.0499

 

$

1.0320

 

$

1.0727

 

$

1.0660

 

2006

 

$

1.0832

 

$

1.0733

 

$

1.1176

 

$

1.1701

 

$

1.1235

 

$

1.1246

 

$

1.0782

 

$

1.0669

 

$

1.0714

 

$

1.1159

 

$

1.1183

 

$

1.1662

 

2007

 

$

1.1952

 

$

1.1332

 

$

1.1134

 

$

1.1604

 

$

1.2217

 

$

1.2604

 

$

1.2019

 

$

1.1348

 

$

1.1944

 

$

1.2622

 

$

1.2253

 

$

1.2539

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT - CLASS C

 

 

 

Jan.

 

Feb.

 

Mar.

 

Apr.

 

May

 

June

 

July

 

Aug.

 

Sept.

 

Oct.

 

Nov.

 

Dec.

 

2005

 

n/a

 

n/a

 

n/a

 

$

0.9682

 

$

1.0054

 

$

1.0376

 

$

1.0206

 

$

1.0521

 

$

1.0485

 

$

1.0284

 

$

1.0685

 

$

1.0605

 

2006

 

$

1.0768

 

$

1.0662

 

$

1.1093

 

$

1.1595

 

$

1.1115

 

$

1.1131

 

$

1.0663

 

$

1.0543

 

$

1.0579

 

$

1.1008

 

$

1.1025

 

$

1.1493

 

2007

 

$

1.1769

 

$

1.1150

 

$

1.0946

 

$

1.1399

 

$

1.1991

 

$

1.2361

 

$

1.1777

 

$

1.1102

 

$

1.1684

 

$

1.2337

 

$

1.1966

 

$

1.2235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT - CLASS D

 

 

 

Jan.

 

Feb.

 

Mar.

 

Apr.

 

May

 

June

 

July

 

Aug.

 

Sept.

 

Oct.

 

Nov.

 

Dec.

 

2005

 

n/a

 

n/a

 

n/a

 

$

0.9702

 

$

1.0096

 

$

1.0447

 

$

1.0308

 

$

1.0655

 

$

1.0663

 

$

1.0496

 

$

1.0935

 

$

1.0957

 

2006

 

$

1.1148

 

$

1.1086

 

$

1.1563

 

$

1.2076

 

$

1.1546

 

$

1.1599

 

$

1.1142

 

$

1.1039

 

$

1.1100

 

$

1.1575

 

$

1.1618

 

$

1.2134

 

2007

 

$

1.2452

 

$

1.1823

 

$

1.1631

 

$

1.2137

 

$

1.2795

 

$

1.3217

 

$

1.2620

 

$

1.1901

 

$

1.2557

 

$

1.3299

 

$

1.2926

 

$

1.3244

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT - CLASS I

 

 

 

Jan.

 

Feb.

 

Mar.

 

Apr.

 

May

 

June

 

July

 

Aug.

 

Sept.

 

Oct.

 

Nov.

 

Dec.

 

2005

 

n/a

 

n/a

 

n/a

 

$

0.9693

 

$

1.0078

 

$

1.0417

 

$

1.0188

 

$

1.0520

 

$

1.0442

 

$

1.0268

 

$

1.0674

 

$

1.0611

 

2006

 

$

1.0786

 

$

1.0690

 

$

1.1139

 

$

1.1664

 

$

1.1231

 

$

1.1270

 

$

1.0815

 

$

1.0705

 

$

1.0754

 

$

1.1204

 

$

1.1235

 

$

1.1723

 

2007

 

$

1.2019

 

$

1.1402

 

$

1.1206

 

$

1.1683

 

$

1.2304

 

$

1.2699

 

$

1.2113

 

$

1.1442

 

$

1.2044

 

$

1.2732

 

$

1.2363

 

$

1.2656

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT - CLASS D-SM

 

 

 

Jan.

 

Feb.

 

Mar.

 

Apr.

 

May

 

June

 

July

 

Aug.

 

Sept.

 

Oct.

 

Nov.

 

Dec.

 

2006

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

2007

 

n/a

 

n/a

 

$

1.1631

 

$

1.2137

 

$

1.2795

 

$

1.3217

 

$

1.2614

 

$

1.1920

 

$

1.2570

 

$

1.3300

 

$

1.2927

 

$

1.3245

 

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT - CLASS D-TF

 

 

 

Jan.

 

Feb.

 

Mar.

 

Apr.

 

May

 

June

 

July

 

Aug.

 

Sept.

 

Oct.

 

Nov.

 

Dec.

 

2006

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

2007

 

n/a

 

n/a

 

n/a

 

n/a

 

$

1.2795

 

$

1.3245

 

$

1.2568

 

$

1.1828

 

$

1.2485

 

$

1.3338

 

$

1.2912

 

$

1.3283

 

 

Pursuant to CFTC policy, monthly performance is presented from April 1, 2005 (commencement of operations).

 

13



 

ML ASPECT FUTURESACCESS LLC

(CLASS A UNITS) (5)

December 31, 2007

 

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions:    $22,594,451

Current Capitalization:   $22,441,846

Worst Monthly Drawdown(2):  (5.59)% (August 2007)

Worst Peak-to-Valley Drawdown(3):  (10.49)%  (July – August 2007)

 

Net Asset Value per Unit for Class A, December 31, 2007:   $1.2539

 

Monthly Rates of Return-Class A (4)

 

 

 

Month

 

2007

 

2006

 

2005

 

January

 

2.49

%

1.62

%

 

February

 

(5.19

)

(0.91

)

 

March

 

(1.75

)

4.12

 

 

April

 

4.22

 

4.70

 

(3.10

)%

May

 

5.29

 

(3.98

)

3.93

 

June

 

3.17

 

0.10

 

3.28

 

July

 

(4.64

)

(4.13

)

(1.88

)

August

 

(5.59

)

(1.05

)

3.19

 

September

 

5.26

 

0.43

 

(0.31

)

October

 

5.67

 

4.15

 

(1.70

)

November

 

(2.93

)

0.22

 

3.94

 

December

 

2.33

 

4.28

 

(0.63

)

Compound Annual Rate of Return

 

7.52

%

9.40

%

6.59

%

 


(1) Certain Funds, including Funds sponsored by MLAI, are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such Funds as “principal protected”.  The Fund has no such feature.

 

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since April 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

 

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

 

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes.  The inception to date total return based on U.S. GAAP is 25.38%.

 

14



 

ML ASPECT FUTURESACCESS LLC

(CLASS C UNITS) (5)

December 31, 2007

 

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions:    $108,004,209

Current Capitalization:   $96,877,717

Worst Monthly Drawdown(2):  (5.73)% (August 2007)

Worst Peak-to-Valley Drawdown(3):  (10.18)%  (July – August 2007)

 

Net Asset Value per Unit for Class C, December 31, 2007:   $1.2235

 

Monthly Rates of Return-Class C (4)

 

 

 

Month

 

2007

 

2006

 

2005

 

January

 

2.40

%

1.53

%

 

February

 

(5.26

)

(0.98

)

 

March

 

(1.83

)

4.04

 

 

April

 

4.13

 

4.52

 

-3.18

%

May

 

5.20

 

(4.14

)

3.85

 

June

 

3.08

 

0.15

 

3.20

 

July

 

(4.72

)

(4.20

)

(1.63

)

August

 

(5.73

)

(1.13

)

3.09

 

September

 

5.24

 

0.34

 

(0.35

)

October

 

5.59

 

4.06

 

(1.91

)

November

 

(3.01

)

0.15

 

3.90

 

December

 

2.25

 

4.24

 

(0.75

)

Compound Annual Rate of Return

 

6.46

%

8.37

%

6.05

%

 


(1) Certain Funds, including Funds sponsored by MLAI, are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such Funds as “principal protected”.  The Fund has no such feature.

 

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since April 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

 

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

 

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes.  The inception to date total return based on U.S. GAAP is 22.34%.

 

15



 

ML ASPECT FUTURESACCESS LLC

(CLASS D UNITS) (5)

December 31, 2007

 

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions:    $29,626,374

Current Capitalization:   $21,588,645

Worst Monthly Drawdown(2):  (5.69)% (August 2007)

Worst Peak-to-Valley Drawdown(3):  (10.14)%  (July – August 2007)

 

Net Asset Value per Unit for Class D, December 31, 2007:   $1.3244

 

Monthly Rates of Return-Class D (4)

 

 

 

Month

 

2007

 

2006

 

2005

 

January

 

2.61

%

1.75

%

 

February

 

(5.05

)

(0.55

)

 

March

 

(1.63

)

4.30

 

 

April

 

4.35

 

4.44

 

-2.98

%

May

 

5.42

 

(4.39

)

4.06

 

June

 

3.30

 

0.46

 

3.48

 

July

 

(4.52

)

(3.93

)

(1.33

)

August

 

(5.69

)

(0.92

)

3.36

 

September

 

5.51

 

0.55

 

0.08

 

October

 

5.91

 

4.28

 

(1.57

)

November

 

(2.80

)

0.37

 

4.18

 

December

 

2.46

 

4.45

 

0.20

 

Compound Annual Rate of Return

 

9.15

%

10.74

%

9.58

%

 


(1) Certain Funds, including Funds sponsored by MLAI, are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such Funds as “principal protected”.  The Fund has no such feature.

 

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since April 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

 

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

 

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes.  The inception to date total return based on U.S. GAAP is 32.41%.

 

16



 

ML ASPECT FUTURESACCESS LLC

(CLASS I UNITS) (5)

December 31, 2007

 

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2005

Aggregate Subscriptions:    $17,027,600

Current Capitalization:   $14,381,886

Worst Monthly Drawdown(2):  (5.54)%  (August 2007)

Worst Peak-to-Valley Drawdown(3):  (9.89)%  (July – August 2007)

 

Net Asset Value per Unit for Class I, December 31, 2007:   $1.2656

 

Monthly Rates of Return-Class I (4)

 

 

 

Month

 

2007

 

2006

 

2005

 

January

 

2.52

%

1.65

%

 

February

 

(5.14

)

(0.89

)

 

March

 

(1.72

)

4.20

 

 

April

 

4.25

 

4.71

 

-3.07

%

May

 

5.32

 

(3.71

)

3.97

 

June

 

3.20

 

0.35

 

3.36

 

July

 

(4.61

)

(4.04

)

(2.20

)

August

 

(5.54

)

(1.02

)

3.25

 

September

 

5.26

 

0.46

 

(0.74

)

October

 

5.71

 

4.18

 

(1.66

)

November

 

(2.89

)

0.28

 

3.95

 

December

 

2.37

 

4.35

 

(0.59

)

Compound Annual Rate of Return

 

7.95

%

10.48

%

6.10

%

 


(1) Certain Funds, including Funds sponsored by MLAI, are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such Funds as “principal protected”.  The Fund has no such feature.

 

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since April 1, 2005 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2005 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

 

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

 

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes.  The inception to date total return based on U.S. GAAP is 26.49%.

 

17



 

ML ASPECT FUTURESACCESS LLC

(CLASS D-SM UNITS) (5)

December 31, 2007

 

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: April 2007

Aggregate Subscriptions:    $16,742,584

Current Capitalization:   $18,235,954

Worst Monthly Drawdown(2):  (5.50)%  (August 2007)

Worst Peak-to-Valley Drawdown(3):  (10.31)%  (July – August 2007)

 

Net Asset Value per Unit for Class D-SM, December 31, 2007:   $1.3245

 

Monthly Rates of Return-Class D-SM (4)

 

 

 

Month

 

2007

 

January

 

 

 

February

 

 

 

March

 

 

 

April

 

4.35

%

May

 

5.42

 

June

 

3.30

 

July

 

(4.56

)

August

 

(5.50

)

September

 

5.45

 

October

 

5.81

 

November

 

(2.80

)

December

 

2.46

 

Compound Annual Rate of Return

 

13.88

%

 


(1) Certain Funds, including Funds sponsored by MLAI, are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such Funds as “principal protected”.  The Fund has no such feature.

 

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since April 1, 2007 by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since April 1, 2007 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately -3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

 

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

 

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes.  The inception to date total return based on U.S. GAAP is 13.88%.

 

18



 

ML ASPECT FUTURESACCESS LLC

(CLASS D-TF UNITS) (5)

December 31, 2007

 

Type of Pool:  Single Advisor Non-“Principal Protected”(1)

Inception of Trading: June 2007

Aggregate Subscriptions:    $116,922,598

Current Capitalization:   $92,508,126

Worst Monthly Drawdown(2):  (5.88)%  (August 2007)

Worst Peak-to-Valley Drawdown(3):  (11.29)%  (July – August 2007)

 

Net Asset Value per Unit for Class D-TF, December 31, 2007:   $1.3283

 

Monthly Rates of Return-Class D-TF (4)

 

 

 

Month

 

2007

 

January

 

 

February

 

 

March

 

 

April

 

 

May

 

 

June

 

3.25

%

July

 

(5.11

)

August

 

(5.88

)

September

 

5.55

 

October

 

6.83

 

November

 

(3.20

)

December

 

2.88

 

Compound Annual Rate of Return

 

3.81

%

 


(1) Certain Funds, including Funds sponsored by MLAI, are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, the initial purchase price) as of a date certain after the date of investment.  The CFTC refers to such Funds as “principal protected”.  The Fund has no such feature.

 

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since June 1, 2007  by the Fund; a drawdown is measured on the basis of month-end Net Asset Value only, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdown represents the greatest percentage decline since June 1, 2007 from a month-end cumulative Monthly Rate of Return without such cumulative Monthly Rate of Return being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Return was -1% in each of January and February, 1% in March and - -2% in April, the Peak-to-Valley Drawdown would still be continuing at the end of April in the amount of approximately –3%, whereas if the Monthly Rate of Return had been approximately 3% in March, the Peak-to-Valley Drawdown would have ended as of the end of February at approximately the -2% level.

 

(4) Monthly Rate of Return is the net performance of the Fund during the month of determination (including interest income and after all expenses have been accrued or paid) divided by the total capital of the Fund as of the beginning of such month.

 

(5) The information presented is based on Net Asset Value and Net Asset Value per Unit for all other purposes.  The inception to date total return based on U.S. GAAP is 3.81%.

 

19



 

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

 

Operational Overview

 

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

 

The Fund is unlikely to be profitable in markets in which such trends do not occur. Static or erratic prices are likely to result in losses. Similarly, unexpected events (for example, a political upheaval, natural disaster or governmental intervention) can lead to major short-term losses, as well as gains.

 

While there can be no assurance that the Fund will be profitable under any given market condition, markets in which substantial and sustained price movements occur typically offer the best profit potential for the Fund.

 

Results of Operations/Performance Summary

 

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

 

December 31, 2007

 

 

 

Total Trading

 

 

 

Profit (Loss)

 

 

 

 

 

 Energy

 

$

15,812,906

 

 Agricultural Commodities

 

5,434,835

 

 Currencies

 

2,485,689

 

 Interest Rates

 

1,940,141

 

 Stock Indices

 

(7,348,499

)

 Metals

 

(3,397,968

)

 

 

14,927,104

 

 Change in Brokerage Commissions Payable

 

(81,983

)

 

 

$

14,845,121

 

 

The Fund posted profits for the year with energy, agriculture, currency and interest rate sectors posting gains, while stock indices and the metals sectors posted losses.

 

The energy sector posted profits for the Fund. Short positions in oil posted gains for the Fund at the beginning of the year as oil prices continued to fall. Gains were offset by losses posted for the Fund through the end of first quarter as oil prices rallied against the Fund’s short positions driven by mounting geopolitical pressures. However, profits were posted at the beginning and at the end of the second quarter even through a difficult trading environment and weather conditions. Profits were posted to the Fund in the third quarter due to the Fund’s long positions in crude oil as prices in the commodity struck all time highs. The Fund’s long positions in oil continued to be profitable as the year ended due to a successful complex rally on the back of large draws on the U.S. inventories and geopolitical tensions.

 

The agricultural sector posted profits for the Fund. The agricultural market was soft at the beginning of the year which attributed to the difficult trading environment resulting in gains in the middle of the first quarter only. Losses were posted at the beginning and at the end of the first quarter as the price reversal in corn was a key element of the losses in the sector. Losses continued to be posted to the Fund at the beginning of the second quarter as cocoa prices reversed sharply against the Fund’s long positions along with corn and soybean as prices continued to slide on the

 

20



 

release of the United States Department of Agriculture crop estimates for the 2007 planting season. Profits offset losses for the Fund mid to the end of the second quarter due to Fund’s long positions in soybeans after prices rocketed in the wake of a U.S. Department of Agriculture report that showed planted soybean acreage had fallen below earlier forecasts. Losses were posted to the Fund at the beginning of the third quarter due to losses in cocoa contracts which continued into the middle of the third quarter. The third quarter ended with profits posted to the Fund due to the long positions in soybeans and wheat producing the biggest gains for the Fund. Profits continued to be posted to the Fund as the year ended due to the Fund’s long positions in soybeans which was the strongest performer in the sector after prices hit a 34 year high on reports of low stockpiles.

 

The currency sector posted profits for the Fund. The year began with gains posted to the Fund due to the short positions of the sell off in the U.K. gilts and the British pound following the Bank of England’s surprise decision to raise core interest rates. The U.S. dollar/Japanese yen cross-rate drove returns as the long positions in the U.S. dollar strengthened following the U.S. economic data releases and the lack of rate hikes by the Bank of Japan. In the wake of increased market volatility mid-quarter, the Japanese yen strengthened against the major currencies as investors liquidated their Japanese yen carry trade positions. This caused losses due to the short positions in the Japanese yen. However, the first quarter ended with currencies posting gains as the short positions in Euribor and the British pound were profitable as prices fell, helped by stronger than expected economic data releases in the United Kingdom and Euro zone. The sector’s key holdings benefited from the weakening of both the Japanese yen and the U.S. dollar at the beginning of the second quarter. In Japan, the lack of a core rate hike by the Bank of Japan and reports of a negative Consumer Price Index (CPI) figure for the year to March contributed to sending the Japanese yen lower against the U.S. dollar and euro. Elsewhere, the U.S. dollar depreciated on weak data releases including a below forecast Gross Domestic Product (GDP) figure that hinted at slowing growth in the U.S. The second quarter ended with profits being posted to the Fund as gains in the New Zealand dollar, Japanese yen and Australian dollar cross-rates against the U.S. dollar offset losses in the U.S. dollar/Confoederatio Helvetica franc (CHF) positions. At the beginning of the third quarter losses were posted to the Fund due to the long positions in the U.S. dollar versus the Japanese yen. The reduction in risk appetite was particularly visible in some currency markets mid-quarter as long-held carry trade positions reversed resulting in losses for the fund due to the New Zealand dollar versus the U.S. dollar and the U.S. dollar versus the Japanese yen positions. Profits were posted to the Fund at the end of the third quarter due to the depreciation of the U.S. currency amid a stream of weak economic data releases from the U.S. The Euro versus the U.S. dollar long positions and the short positions in the U.S. dollar versus the Canadian dollar trades also contributed to the Fund’s profits. Losses were posted for the Fund at the end of the year due to losses in the long position with the U.S. dollar versus the Japanese yen and the U.S. dollar versus the CHF contracts in spite of gains made in the short positions between the Euro versus the NOK positions as high energy prices supported the Norwegian currency.

 

The interest rate sector posted gains for the Fund. The year began with gains being posted to the Fund at the beginning and the end of the first quarter due to the volatile market environment. At the beginning of the second quarter through the mid quarter gains were posted to the Fund. In the United Kingdom, the Bank of England signaled its intention to combat the current elevated levels of inflation after raising core interest rates by 25 basis points and stating in the subsequent Monetary Policy Committee (MPC) minutes that a larger hike had also been considered. European debt prices also finished down following the release of above expectations regional Gross Domestic Product (GDP) data and strong indications from the European Central Bank (ECB) that rates would rise again in June. The short positions in bonds and interest rates were the most profitable positions at the quarters end. Bond prices fell following strong U.S. retail sales figures and above expectation Producer Price Index data (PPI). A big move in the sector involved United Kingdom contracts after a surprisingly hawkish set of Monetary Policy Committee minutes helped to suppress prices. Losses were posted to the Fund throughout the third quarter due to bonds being the worst performing sector for the Fund after prices rallied on rising concerns over the quality of the credit markets. The downgrading of substantial quantities of mortgage-backed securities, the collapse of two Bear Stearns funds and further concerns of significant sub-prime related losses fuelled a flight to quality. A long position in the interest rate model was not enough to offset losses incurred third mid-quarter. Short position in the British sterling was the major drag on performance as prices rallied against the Fund’s short position. Profits were posted for the Fund at the beginning of the fourth quarter only to be offset as the year ended as bonds were sold off against the Fund’s long positions due to strong U.S. data and a less aggressive Federal Open Market Committee rate cut than some investors had expected.

 

21



 

The metals sector posted losses for the Fund. The beginning of the year began with losses being posted to the Fund which carried through middle part of the first quarter due to a sell off of the long positions in copper and zinc however, the quarter ended with gains being posted to the Fund. Profits were posted at the beginning of the second quarter as metals benefited from the re-emergence of stable trends as prices driven by tightening fundamentals and demand growth rallied. Metals finished on a loss mid quarter as prices were driven down on profit-taking and concerns over the strength of future Chinese demand. The quarter ended with losses being posted to the Fund due to supply tightness and bouts of increased risk aversion. Long positions in metals finished profitably at the beginning of the quarter as prices generally rose across the sector. However, suppressed by inventory increases and concerns over U.S. demand, prices were pushed down posting losses to the Fund mid-quarter through the end of the third quarter. The long positions in gold and the short positions in aluminum drove returns resulting in profits posted to the Fund as the year ended.

 

The stock indices sector posted losses for the Fund. Long Japanese positions posted the best gains at the beginning of the year as markets rallied on the exporter friendly depreciation of the Japanese yen and a revival in oil prices. Losses posted mid-quarter were due to the reduced long positions in stock indices hurt by the continued fallout from the equity market sell-off at the end of February which continued through to the end of the first quarter. Long positions held across the sector were profitable for the Fund at the beginning through the middle of the second quarter as global equity markets continued to recover from their lows in March. The second quarter ended in negative territory, as conditions remained volatile and largely trend-less amid investor concerns over inflation and high yields. Concerns of significant sub-prime related losses at the beginning of the third quarter caused equities to be sold off sharply, hurting the Fund’s long exposure to the stock indices sector. Conditions were also volatile in the global equity markets mid-quarter as some stock indices had fallen to their lowest levels of the year. Hong Kong’s Hang Seng stock exchange long positions aided the stock indices sector as equities generally rallied at the end of the third quarter posting profits for the fund. The year ended with losses being posted for the Fund. Bonds were sold off against the Fund’s long positions due to the strong U.S. data and a less aggressive Federal Open Market Committee rate cut than some investors had expected.

 

December 31, 2006

 

 

 

Total Trading

 

 

 

Profit (Loss)

 

 

 

 

 

Stock Indices

 

$

6,324,752

 

Metals

 

3,291,872

 

Currencies

 

2,691,406

 

Energy

 

9,406

 

Interest Rates

 

(1,524,442

)

Agricultural Commodities

 

(2,570,550

)

 

 

8,222,444

 

Change in Brokerage Commissions Payable

 

(28,784

)

 

 

$

8,193,660

 

 

The Fund posted an overall gain for the year with stock indices, metals, currency and energy sectors posted gains while agricultural and interest rate sectors posted losses.

 

The stock indices sector was the most profitable for the Fund. Stock indices continued their recent rally to the benefit of the Fund, despite a sharp correction the beginning of the year following the Japanese Livedoor scandal. U.S. and global indices reacted to strong mid-and small-cap U.S. corporate results, and sentiment regarding the rate cycle, while Europe was lifted by large cap Mergers and Acquisitions activity and high commodity prices. Long positions in stocks returned strong performances mid-year as stocks rallied on the back of falling energy prices and conservative interest rate expectations. The year ended with long positions posting gains after global equity markets rallied on weak Consumer Price Index data, falling oil prices and reignited talk of a U.S. Federal Reserve rate cut early in 2007.

 

22



 

The metals sector was also profitable for the Fund. Strong profits came from the sector at the beginning of the year as prices were driven higher by global industrial growth set against producers’ capacity problems. Aluminum had large gains as smelter closed in China and Switzerland, while zinc was helped by decreasing inventories. Several metals posted record highs the beginning of April as robust Chinese economic growth further increased global demand. Profits continued to be posted in the metals sector however, mid-year gold and silver long positions were hit as prices were dragged down by a stronger U.S. dollar, weaker oil prices and fears that global economic slowdown would hamper the commodities rally. Metals rallied towards the end of the year driven by high demand and tight supply, with long positions in zinc and aluminum posting good returns.

 

The currency sector posted gains for the Fund. The year began with bonds posting a loss for the Fund, with their meager rally extinguished by a sharp correction by a strong German IFO Index survey, a closing of European/U.S. interest rate differentials and Japanese price increases. However, the Fund did profit from the weakening Swedish krona after bearish Swedish inflation figures, and from the strengthening U.S. dollar. The Japanese yen presented problems, however, as it strengthened amid speculation that Japanese rates might be raised sooner than expected. The Bank of Japan’s decision on March 9, 2006 to drop its policy of “quantitative easing” caused yields to rise sharply. A fall in the price of the Euribor was triggered by various data releases fuelling expectations of further rate hikes from the European Central Bank. Falling energy prices and conservative rate expectations mid-year aided the currency sector returns. The Bank of England and the European Central Bank rate hikes strengthened the British pound and Euro long positions, while Japanese yen short positions realized gains as the currency depreciated. Profit and loss were predominantly driven by the strengthening of the U.S. dollar. The year ended as the Japanese yen devalued against the U.S. dollar and the Euro after downward revisions were made to the Japanese third quarter gross domestic product figures.

 

The energy sector results were nearly flat for the year. Beginning of the year crude oil suffered heavily when the price dropped by nearly U.S. $10/bbl amid bountiful inventory figures, before recovering somewhat following violence in Nigeria and an attempted refinery bombing in Saudi Arabia. Crude oil prices rose only to have a sharp reversal in oil price movements, combined with a rapid rise in natural gas prices posted losses. Long positions suffered losses as fears surrounding the U.S. hurricane season, the closure of Prudhoe Bay and the Israeli-Lebanese conflict begin to fade. Gains were posted as the U.S. dollar strengthened, oil prices weakened and fears that a global economic slowdown would hamper the commodities rally. However, the gains were not enough to offset the losses. The year ended with a sharp sell-off in natural gas following announcements from the National Weather Service that the current mild weather across the U.S. will last into January 2007.

 

The interest rate sector posted losses for the Fund. The beginning of the year interest rates posted gains due to short positions in the Eurodollar which profited from market expectations of further U.S. rate hikes. Profits continued to be posted mid-year as short positions in the Eurodollar profited from market participants’ focusing their attention on the central banks announcements and commentaries on inflation. Late in the year, conservative interest rate expectations and market volatility caused the sector to post losses.

 

The agricultural sector posted losses for the Fund. In the beginning of the year, the agricultural market was soft which attributed to the difficult trading environment resulting in the sector posting losses. Losses continued through mid-year as cocoa prices continued the bullish trend from June but long positions were then hit by a large drop. Soybean short positions and Robusta coffee long positions posted gains. The year ended with corn long positions posting gains amid heavy speculative buying and increased demand from ethanol producers.

 

23



 

December 31, 2005

 

 

 

Total Trading

 

 

 

Profit (Loss)

 

 

 

 

 

Stock Indices

 

$

1,243,192

 

Metals

 

1,186,408

 

Currencies

 

426,628

 

Agricultural Commodities

 

(49,365

)

Energy

 

(203,553

)

Interest Rates

 

(575,230

)

 

 

2,028,080

 

Brokerage Commissions Payable

 

(15,491

)

 

 

$

2,012,589

 

 

The Fund posted an overall gain for the period with stock indices, metals and currency sectors posting gains while agricultural commodities, energy and interest rate sectors posted losses. The Fund started trading at the beginning of the second quarter.

 

Stock indices were the most profitable for the Fund. Even though trading was turbulent in the second quarter due primarily to the Asian indices, the quarter ended with gains in the Asian and European markets. With the S&P 500 reaching four year highs, the Fund had posted strong returns from Asian indices and the DAX index during the third quarter. The third quarter ended with an upward trend in global equity markets, with the exception of a flat U.S. market which contributed to stock index positions performing strongly. Japanese stocks enjoyed particularly strong growth after Prime Minister Koizumi’s election victory and positive economic reports. The beginning of the fourth quarter had losses in the global stock indices as U.S. domestic stocks and foreign exporters were dragged down on inflation concerns only to rebound in the middle of the fourth quarter due to the optimistic economic outlook in the U.S., Japan and Euro zone markets. The year ended with good profits from the stock indices where positive sentiment spurred on further gains, with the notable exception of the U.S. markets. The Nikkei continued its strong run, drawing foreign investment and pulling other Asian indices with it.

 

The metals sector was also profitable for this Fund. Losses were incurred at the beginning of the second quarter due to a sharp drop in metals markets after copper reached new highs, hurting the long positions held in the Fund. Small losses continued through the beginning of the third quarter. However, the gold market was the strong performer at the end of the third quarter. Inflation became a bigger concern than slowing growth, which stimulated the gold market. The fourth quarter also showed profits for the metals sector due to the recent trend of speculative buying and strong Chinese growth. Profits continued through the end of the year benefiting from a bullish market environment due to supply concerns. Rumors of a massive copper short position also moved prices higher. The year ended with the bullish speculative environment fueling long term trends.

 

The currency sector posted gains for this Fund. The currency markets were dominated by the strengthening U.S. dollar and the Euro falling to a seven month low after the French rejected the European constitution. Currency markets were very volatile in reaction to China ending its policy of pegging its currency at 8.3 Chinese yuan to the U.S. dollar. During the third quarter, the U.S. dollar declined against most major currencies due to the expected slowdown in growth because of higher energy prices in the U.S. The Japanese yen, which has been weakening against the U.S. dollar for much of 2005, suddenly rallied as December’s U.S. Federal Reserve comments led to suggestions of an end to interest rate hikes in the very near future. Elsewhere, high yielding currencies suffered reversals as the sustainability of their corresponding interest rate cycles appeared to be coming to an end.

 

24



 

The agricultural commodities sector posted losses for the Fund. The third quarter was the only profitable quarter due to trading short in grains and cocoa. The agricultural market was soft which attributed to the difficult trading environment resulting in the Fund posting losses for this sector.

 

The energy sector posted losses for the Fund. Trading in energies was difficult in the second quarter as crude fell back from its highs, and remained volatile amid speculation about refinery capacity issues. The beginning of the third quarter had volatile reversals in price as bad weather threatened to disrupt supplies with profits in the middle of the quarter due to the Fund’s long positions reaping the benefits of the record high oil prices and reversing at the end of the quarter after Hurricane Rita’s impact was less than what was originally feared. Profits in natural gas reached an all-time high as refinery concerns continued only to decline at the end of the fourth quarter with natural gas being very volatile as an increase by 30% causing the Fund to increase its long position, before falling back 35% causing the Fund to lose profits.

 

The interest rate sector was the least profitable for the Fund. The second quarter was the only profitable quarter due to short term interest rates speculating on the next downward move in U.K. interest rates. The rest of the year became a very difficult environment due to the fact that the U.S. Federal Reserve continued to raise short-term rates only to start discussion of slowing the rates down.

 

Variables Affecting Performance

 

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

 

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

 

The Fund’s Management Fees and Sponsor Fees are a constant percentage of the Fund costs. Brokerage Commissions which are not based on a percentage of the Fund’s assets are based on actual round turns. The Performance Fees payable to Aspect are based on the new Trading Profits generated by the Fund excluding interest and after reduction of the Brokerage Commissions.

 

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

 

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

 

Liquidity; Capital Resources

 

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

 

Substantially all of the Fund’s assets are held in cash. The Net Asset Value of the Fund’s cash is not affected by inflation. However, changes in interest rates could cause periods of strong up or down price trends, during which the Fund’s profit potential generally increases. Inflation in commodity prices could also generate price movements, which the strategies might successfully follow.

 

25



 

Because substantially all of the Fund’s assets are held in cash, the Fund should be able to close out any or all of its open trading positions and liquidate any or all of its securities holdings quickly and at market prices, except in very unusual circumstances. This permits Aspect to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so. In addition, because there is a readily available market value for the Fund’s positions and assets, the Fund’s monthly Net Asset Value calculations are precise, and investors need to provide ten business days notice to receive the full redemption proceeds of their Units on the last business day of any month.

 

(The Fund has no applicable off-balance sheet arrangements and tabular disclosure or contractual obligations of the type described in Items 3.03(a)(4) and 3.03(a)(5) of Regulation S-K.)

 

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

 

Introduction

 

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

 

Market movements result in frequent changes in the fair market value of the Fund’s open positions and, consequently, in its earnings and cash flow. The Fund’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Fund’s open positions and the liquidity of the markets in which it trades.

 

The Fund, under the direction of Aspect, rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund’s past performance is not necessarily indicative of its future results.

 

Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund’s speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the quantifications included in this section should not be considered to constitute any assurance or representation that the Fund’s losses in any market sector will be limited to Value at Risk or by the Fund’s attempts to manage its market risk.

 

Quantifying The Fund’s Trading Value At Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding the Fund’s market risk exposures contain “forward-looking statement” within the meaning of the safe harbor form civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27Aof 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 Aspect 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).

 

26



 

Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95%-99% of the one-day time periods included in the historical sample (generally approximately one year) researched for purposes of establishing margin levels. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

 

In the case of market sensitive instruments which are not exchange-traded (almost exclusively currencies in the case of the Fund), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

 

100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have been aggregated to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Fund’s positions are rarely, if ever, 100% positively correlated have not been reflected.

 

The Fund’s Trading Value at Risk in Different Market Sectors

 

The following table indicates the average, highest and lowest trading Value at Risk associated with the Fund’s open positions by market category for the fiscal period. During the years ended December 31, 2007, December 31, 2006 and for the period from April 1, 2005 (commencement of operations) to December 31, 2005, the Fund’s average Month-end Net Asset Value for all other purposes was approximately $209,511,078, $69,564,476 and $19,845,219, respectively.

 

 

 

December 31, 2007

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector

 

Value at Risk

 

Capitalization

 

At Risk

 

At Risk

 

 

 

 

 

 

 

 

 

 

 

Agricultural Commodities

 

$

656,022

 

0.31

%

$

2,710,205

 

$

43,237

 

Currencies

 

1,899,222

 

0.91

%

7,067,915

 

69,315

 

Energy

 

1,206,448

 

0.58

%

5,659,303

 

13,104

 

Interest Rates

 

18,543,276

 

8.85

%

34,849,043

 

11,027,335

 

Metals

 

538,566

 

0.26

%

2,665,713

 

19,236

 

Stock Indices

 

1,007,991

 

0.48

%

1,964,200

 

94,753

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

23,851,525

 

11.39

%

$

54,916,379

 

$

11,266,980

 

 

27



 

 

 

December 31, 2006

 

 

 

Average

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector

 

Value at Risk

 

Capitalization

 

At Risk

 

At Risk

 

 

 

 

 

 

 

 

 

 

 

Agricultural Commodities

 

$

66,294

 

0.10

%

$

170,741

 

$

16,812

 

Currencies

 

160,325

 

0.23

%

466,925

 

36,275

 

Energy

 

169,420

 

0.24

%

537,195

 

45,445

 

Interest Rates

 

8,327,372

 

11.97

%

14,494,466

 

8,138,584

 

Metals

 

122,763

 

0.18

%

371,588

 

25,273

 

Stock Indices

 

442,259

 

0.64

%

1,468,314

 

30,090

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

9,288,433

 

13.36

%

$

17,509,229

 

$

8,292,479

 

 

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 Aspect 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.

 

28



 

The following were the primary trading risk exposures of the Fund as of December 31, 2007, by market sector.

 

Interest Rates.

 

Interest rate risk is the principal market exposure of the Fund. Interest rate movements directly affect the price of derivative sovereign bond positions held by the Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Fund’s profitability. The Fund’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries. However, the Fund also takes positions in the government debt of smaller nations e.g., Australia. MLAI anticipates that G-7 interest rates will remain the primary market exposure of the Fund for the foreseeable future.

 

Currencies.

 

The Fund trades in a number of currencies. However, the Fund’s major exposures have typically been in the U.S. dollar/Japanese yen, U.S. dollar/Euro and U.S. dollar/Swiss franc positions. The Fund does not anticipate that the risk profile of the Fund’s currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk of maintaining Value at Risk in a functional currency other than U.S. dollars.

 

Stock Indices.

 

The Fund’s primary equity exposure is to S&P 500, Nikkei and German DAX equity index price movements. The Fund is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Asian indices.

 

Metals.

 

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

 

Agricultural Commodities.

 

The Fund’s primary agricultural commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Grains, cocoa and livestock accounted for the substantial bulk of the Fund’s agricultural commodities exposure as of December 31, 2007.

 

Energy.

 

The Fund’s primary energy market exposure is to natural gas and crude oil price movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

 

Qualitative Disclosures Regarding Non-Trading Risk Exposure

 

The following were the only non-trading risk exposures of the Fund as of December 31, 2007.

 

Foreign Currency Balances.

 

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

 

U.S. Dollar Cash Balance.

 

The Fund holds U.S. dollars only in cash at MLPF&S. The Fund has immaterial cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline.

 

29



 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

Trading Risk

 

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

 

Risk Management

 

Aspect attempts to control risk in all aspects of the investment process — from confirmation of a trend to determining the optimal exposure in a given market, and to money management issues such as the startup or upgrade of investor accounts. Aspect double checks the accuracy of market data, and will not trade a market without multiple price sources for analytical input. In constructing a portfolio, Aspect seeks to control overall risk as well as the risk of any one position, and Aspect trades only markets that have been identified as having positive performance characteristics. Trading discipline requires plans for the exit of a market as well as for entry. Aspect factors the point of exit into the decision to enter (stop loss). The size of Aspect’s positions in a particular market is not a matter of how large a return can be generated but of how much risk it is willing to take relative to that expected return.

 

To attempt to reduce the risk of volatility while maintaining the potential for excellent performance, proprietary research is conducted on an ongoing basis to refine the Aspect investment strategies. Research may suggest substitution of alternative investment methodologies with respect to particular contracts; this may occur, for example, when the testing of a new methodology has indicated that its use might have resulted in different historical performance. In addition, risk management research and analysis may suggest modifications regarding the relative weighting among various contracts, the addition or deletion of particular contracts for a program, or a change in position size in relation to account equity. The weighting of capital committed to various markets in the investment programs is dynamic, and Aspect may vary the weighting at its discretion as market conditions, liquidity, position limit considerations and other factors warrant.

 

Aspect may determine that risks arise when markets are illiquid or erratic, which may occur cyclically during holiday seasons, or on the basis of irregularly occurring market events. In such cases, Aspect at its sole discretion may override computer-generated signals and may at times use discretion in the application of its quantitative models, which may affect performance positively or negatively.

 

Adjustments in position size in relation to account equity have been and continue to be an integral part of Aspect’s investment strategy. At its discretion, Aspect may adjust the size of a position in relation to equity in certain markets or entire programs. Such adjustments may be made at certain times for some programs but not for others. Factors which may affect the decision to adjust the size of a position in relation to account equity include ongoing research, program volatility, assessments of current market volatility and risk exposure, subjective judgment, and evaluation of these and other general market conditions.

 

Non-Trading Risk

 

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

 

The Fund has cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline. However, a certain amount of cash or cash

 

30



 

equivalents must be held by the Fund in order to facilitate margin payments and pay expenses and redemptions. MLAI does not take any steps to limit the cash flow risk on its cash held on deposit at MLPF&S

 

Item 8: Financial Statements and Supplementary Data

 

Net Income by Quarter

Eight Quarters through December 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fourth

 

Third

 

Second

 

First

 

Fourth

 

Third

 

Second

 

First

 

 

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

Quarter

 

 

 

2007

 

2007

 

2007

 

2007

 

2006

 

2006

 

2006

 

2006

 

Total Income (Loss)

 

$

18,947,088

 

$

(17,806,083

)

$

29,072,814

 

$

(4,694,561

)

$

11,827,068

 

$

(3,552,208

)

$

601,730

 

$

2,773,948

 

Total Expenses

 

4,173,579

 

(1,212,187

)

5,298,281

 

1,364,277

 

2,686,933

 

526,137

 

803,130

 

900,807

 

Net Income (Loss)

 

$

14,773,509

 

$

(19,018,270

)

$

23,774,533

 

$

(6,058,838

)

$

9,140,135

 

$

(4,078,345

)

$

(201,400

)

$

1,873,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) per Weighted Average Unit (a)

 

$

0.0673

 

$

(0.0822

)

$

0.1438

 

$

(0.0544

)

$

0.0954

 

$

(0.0505

)

$

(0.0037

)

$

0.0552

 

 


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

 

(1)          Commencement of Operations

 

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

 

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

 

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

 

There were no changes in or disagreements with the Fund’s independent registered public accounting firm on accounting and financial disclosure.

 

Item 9A(T): Controls and Procedures

 

MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Fund, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of and for the year which ended December 31, 2007, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Fund’s internal controls over financial reporting which materially affect such internal control.

 

Changes in Internal Control over Financial Reporting

 

No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act ) occurred during the year ended December 31, 2007 that has materially affected, or is reasonable likely to materially affect, the Fund’s internal control, over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting:

 

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

 

31



 

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

 

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

 

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

 

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

 

The Fund’s management assessed the effectiveness of the Funds’ internal control over financial reporting as December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework”.

 

Based on its assessment the Fund’s management concluded that at December 31, 2007, the Fund’s internal control over financial report was effective.

 

Item 9B:  Other Information

 

Not Applicable.

 

32



 

PART III

 

Item 10: Directors, Executive Officers and Corporate Governance

 

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

 

As a limited liability company, the Fund itself has no officers or directors and is managed by MLAI. Trading decisions are made by Aspect on behalf of the Fund.

 

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

 

Paul Morton

 

Chief Executive Officer, President and Manager

 

 

 

Barbra E. Kocsis

 

Chief Financial Officer

 

 

 

Steven B. Olgin

 

Vice President and Manager

 

 

 

Thomas W. Lee

 

Vice President and Manager

 

 

 

Shawn T. Wells

 

Vice President

 

Paul Morton is the Chief Executive Officer, President and Manager of MLAI, and also serves as the COO for the Global Investment and Insurance Solutions (GIIS) group for Merrill Lynch.  As COO of GIIS, Mr. Morton leads the market investments business within the group, which includes secondary equity, debt, listed options, futures and FX for Merrill Lynch’s Global Wealth Management division.  Prior to serving as COO of GIIS, Mr. Morton worked in the equity and debt trading management of Merrill Lynch. Prior to joining Merrill Lynch in 1996, Mr. Morton worked in the equity derivatives at Paine Webber.  From 1988-1993, Mr. Morton served as an officer in the US Army for five years.  Mr. Morton holds a BS (Aerospace Engineering) from the United States Military Academy at West Point (1988) and a MBA (Finance) from the Wharton School at the University of Pennsylvania (1995).

 

Barbra E. Kocsis is the Chief Financial Officer for MLAI. She is also a Director within the Merrill Lynch Global Private Client Global Infrastructure Solutions group. Prior to that, she was the Fund Controller of MLAI. Before coming to MLAI, Ms Kocsis held various accounting and tax positions at Derivatives Portfolio Management LLC from May 1992 until May 1999, at which time she held the position of accounting director. Prior to that, she was an associate at Coopers & Lybrand in both the audit and tax practices. She graduated cum laude from Monmouth College in 1988 with a Bachelor of Science in Business Administration – Accounting and is a Certified Public Accountant.

 

Steven B. Olgin is a Vice President and a Manager of the Manager, is registered with NFA as a principal of the Manager and is a Managing Director of Merrill Lynch Global Private Client (“GPC”).  Before joining the Manager in 1994, Mr. Olgin was an associate of the law firm of Sidley & Austin, from 1986 until 1994.  Mr. Olgin graduated from The American University with a Bachelor of Science in Business Administration and a Bachelor of Arts in Economics, and received his Juris Doctor from The John Marshall Law School.  Mr. Olgin was a member of the Managed Funds Association’s Government Relations Committee and has served as an arbitrator for NFA.

 

Thomas W. Lee is a Managing Director in Merrill Lynch’s Market Investments and Origination Group, responsible for Global Private Client’s equity and debt new issue businesses, and is a Vice President and Manager of the Manager, and his registration as a principal of the Manager is pending with NFA.  Prior to joining Merrill Lynch in 1998, Mr. Lee was a corporate securities attorney at the law firm of Brown & Wood.  Mr. Lee received his J.D. from Emory University School of Law and a B.S. from Cornell University.

 

33



 

Shawn Wells is a Vice President of the Manager and the General Counsel, a position he has held since October 2005.  Prior to that time, Mr. Wells served as Senior Associate General Counsel at Franklin Templeton Investments, serving as Chief Counsel of the firm’s International and Alternative Strategies divisions from October 1996 to December 1997 and again from September 1998 to October 2005.  Mr. Wells is a Certified Public Accountant, and received a BBA in Finance and Accounting from the University of Texas at Austin, and his JD from Southern Methodist University, where he was an editor of the SMU Law Review.

 

As of December 31, 2007, the principals of MLAI had no investment in the Fund, and MLAI’s sponsor interest in the Fund was valued at $25,576.

 

MLAI acts as the sponsor, general partner or manager to ten public futures funds whose units of limited partner or member interests are registered under the Securities Exchange Act of 1934: ML Trend-Following Futures Fund L.P, ML Select Futures I L.P., ML APM Global FuturesAccess LLC, ML Appleton FuturesAccess LLC, ML Winton FuturesAccess LLC, ML Cornerstone FuturesAccess LLC, ML Chesapeake FuturesAccess LLC, ML Systematic Momentum FuturesAccess LLC, ML Transtrend DTP Enhanced FuturesAccess LLC and the Fund. Because MLAI serves as the sole sponsor, general partner or manager of each of these Funds, the officers and managers of MLAI effectively manage them as officers and directors of such funds.

 

(c)

 

Identification of Certain Significant Employees:

 

 

 

 

 

None.

 

 

 

(d)

 

Family Relationships:

 

 

 

 

 

None.

 

 

 

(e)

 

Business Experience:

 

 

 

 

 

See Item 10(a) and (b) above.

 

 

 

(f)

 

Involvement in Certain Legal Proceedings:

 

 

 

 

 

None.

 

 

 

(g)

 

Promoters and Control Persons:

 

 

 

 

 

Not applicable.

 

 

 

 

 

Section 16(a) Beneficial Ownership Reporting Compliance:

 

 

 

 

 

Not applicable.

 

 

 

 

 

Code of Ethics:

 

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

 

34



 

                                                Nominating Committee:

 

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

 

                                                Audit Committee: Audit Committee Financial Expert:

 

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

 

Item 11: Executive Compensation

 

The managers and officers of MLAI are remunerated by Merrill Lynch in their respective positions. The Fund does not have any officers, managers or employees.  The Fund pays Brokerage Commissions to an affiliate of MLAI and Management fees to MLAI.  MLAI or its affiliates may also receive certain economic benefits from possession of the Fund’s U.S. dollar assets.  The managers and officers receive no “other compensation” from the Fund, and the managers receive no compensation for serving as managers of MLAI.  There are no compensation plans or arrangements relating to a change in control of either the Fund or MLAI.

 

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

 

(a)                                  Security Ownership of Certain Beneficial Owners:

 

Title of class

 

 

 

 

 

Percent of class

 

Name of beneficial owner

 

Amount and nature of beneficial ownership

 

Units of Limited Liability Company Interest

 

ML Trend-Following Fund LP

 

72,974,471

Class D-TF Units

 

 

 

 

 

 

 

 

35.31%

 

 

 

 

 

 

 

 

 

 

 

 

 

Units of Limited Liability Company Interest

 

ML Systematic Momentum FuturesAccess LLC

 

13,768,122

Class D-SM Units

 

 

 

 

 

 

 

6.64%

 

 

 

 

 

 

(b)                                 Security Ownership of Management:

 

                                                                                                As of December 31, 2007, MLAI owned 20,647 Unit-equivalent member interests, which constituted 0.0099% of the total Units outstanding, the principals of MLAI did not own any Units.

 

(c)                                  Changes in Control:

 

None.

 

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

 

Not applicable.

 

Item 13: Certain Relationships and Related Transactions

 

(a)                                  Transactions between Merrill Lynch and the Fund

 

All of the service providers to the Fund, other than Aspect, are affiliates of Merrill Lynch or have been approved by Merrill Lynch.  Merrill Lynch negotiated with Aspect over the level of its consulting fees and performance fees.  However, none of the fees paid by the Fund to any Merrill Lynch party were negotiated, and they are higher than would have been obtained in arms-length bargaining.

 

35



 

                                                The Fund pays MLAI & MLPF&S Brokerage Commissions, Sponsor Fees and Management Fees as well as bid-ask spreads on forward currency trades.  The Fund also pays MLPF&S interest on short-term loans extended by MLPF&S to cover losses on foreign currency positions.

 

                                                Within the Merrill Lynch organization, MLAI is the beneficiary of the revenues received by different Merrill Lynch entities from the Fund.  MLAI controls the management of the Fund and serves as its promoter.  Although MLAI has not sold any assets, directly or indirectly, to the Fund, MLAI makes substantial profits from the Fund due to the foregoing revenues.

 

No loans have been, are or will be outstanding between MLAI or any of its principals and the Fund.

 

                                                MLAI pays substantial selling commissions and trailing commissions to MLPF&S for distributing the Units.  MLAI is ultimately paid back for these expenditures from the revenues it receives from the Fund.

 

(b)                                 Certain Business Relationships:

 

MLPF&S, an affiliate of MLAI, acts as the principal commodity broker for the Fund.

 

In 2007, the Fund expensed:  (i) Brokerage Commissions of $1,052,707 to MLPF&S, $4,139,254 in Management Fees earned by Aspect; and (ii) Sponsor Fees of $2,781,129 to MLAI.  In addition, MLAI and its affiliates may have derived certain economic benefits from possession of a portion of the Fund’s assets, as well as from foreign exchange and EFP trading.

 

See Item 1(c), “Narrative Description of Business — Charges” and “— Description of Current Charges” for a discussion of other business dealings between MLAI affiliates and the Fund.

 

(c)                                  Indebtedness of Management:

 

None.

 

(d)                                 Transactions with Promoters:

 

Not applicable.

 

Item 14: Principal Accountant Fees and Services

 

(a)                                  Audit Fees

 

Aggregate fees billed for professional services rendered by Deloitte & Touche LLP in connection with the audit of the Fund’s financial statements as of and for the years ended December 31, 2007 and 2006 were $55,000 and $48,799.

 

(b)                                 Audit-Related Fees

 

There were no other audit-related fees billed for the years ended December 31, 2007 and 2006 related to the Fund.

 

(c)                                  Tax Fees

 

Aggregate fees billed for professional services rendered by Deloitte Tax LLP in connection with the tax compliance, advice and preparation of the Fund’s tax returns for the years ended December 31, 2007 and 2006 were $72,000 and $55,000.

 

36



 

(d)                                 All Other Fees

 

No fees were paid to Deloitte & Touche LLP, Deloitte Tax LLP, or any member firms of Deloitte Touche Tohmatsu and their respective affiliates during the years ended December 31, 2007 and 2006 for any other professional services in relation to the Fund.

 

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

 

37



 

PART IV

 

Item 15: Exhibits and Financial Statement Schedules

 

 

 

 

Page:

1.

 

Financial Statements (found in Exhibit 13.01):

 

 

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

 

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

 

 

Statements of Financial Condition as of December 31, 2007 and 2006

2

 

 

 

 

 

 

Statements of Income for the years ended December 31, 2007 and 2006 and for the

 

 

 

period April 1, 2005 (commencement of operations) to December 31, 2005

3

 

 

 

 

 

 

Statements of Changes in Members’ Capital for the years ended December 31, 2007

 

 

 

and 2006 and for the period April 1, 2005 (commencement of operations) to December 31, 2005

4-5

 

 

 

 

 

 

Financial Data Highlights for the years ended December 31, 2007 and 2006 and for

 

 

 

the period April 1, 2005 (commencement of operation) to December 31, 2005

6-8

 

 

 

 

 

 

Notes to Financial Statements

9-16

 

 

 

 

2.

 

Financial Statement Schedules:

 

 

 

 

 

 

 

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

 

 

 

 

 

3.

 

Exhibits:

 

 

 

 

 

 

 

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

 

 

Designation

 

Description

 

 

 

3.01

 

Certificate of Formation of ML Aspect FuturesAccess LLC.

 

 

 

Exhibit 3.01:

 

Is incorporated by reference from Exhibit 3.01 contained in the Registration Statement on Form 10 (File No. 000-51085) under the Securities Exchange Act of 1934, filed on December 20, 2004 (the “Registrant’s Initial Registration Statement”).

 

 

 

3.02

 

Limited Liability Company Operating Agreement of ML Aspect FuturesAccess LLC.

 

 

 

Exhibit 3.02

 

Is incorporated by reference from Exhibit 3.02 contained in the Registrant’s Registration Statement

 

 

 

10.01

 

Futures Customer Agreements among ML Aspect FuturesAccess LLC, ML Cornerstone FuturesAccess LLC, ML Appleton FuturesAccess LLC, Winton FuturesAccess LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

 

 

Exhibit 10.01:

 

Is incorporated by reference from Exhibit 10.01 contained in Amendment No. 1 to the Registrant’s Registration Statement on Form 10 (File No. 000-51084) under the Securities Exchange Act, filed on February 2, 2008.

 

38



 

10.02

 

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

 

 

 

Exhibit 10.02:

 

Is incorporated hereby by reference from Exhibit 10.02 contained in the Registrant’s Initial Registration Statement.

 

 

 

13.01

 

2007 Annual Report and Report of Independent Registered Public Accounting Firm.

 

 

 

Exhibit 13.01:

 

Is filed herewith.

 

 

 

31.01 and 31.02

 

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

 

 

 

Exhibit 31.01

 

 

and 31.02:

 

Are filed herewith.

 

 

 

32.01 and 32.02

 

Section 1350 Certifications

 

 

 

Exhibit 32.01

 

 

and 32.02:

 

Are filed herewith.

 

39



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

ML ASPECT FUTURESACCESS LLC

 

 

 

By: MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC

 

Manager

 

By:

 /s/ Paul Morton

 

Paul Morton

 

Chief Executive Officer, President and Manager

 

(Principal Executive Officer)

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed on March 31, 2008 by the following persons on behalf of the Registrant and in the capacities indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Paul Morton

 

Chief Executive Officer, President and Manger

 

March 31, 2008

Paul Morton

 

 

 

 

 

 

 

 

 

/s/ Barbra E. Kocsis

 

Chief Financial Officer

 

March 31, 2008

Barbra E. Kocsis

 

 

 

 

 

 

 

 

 

/s/ Steven B. Olgin

 

Vice President and Manager

 

March 31, 2008

Steven B. Olgin

 

 

 

 

 

 

 

 

 

/s/ Thomas W. Lee

 

Vice President and Manager

 

March 31, 2008

Thomas W. Lee

 

 

 

 

 

 

 

 

 

/s/ Shawn T. Wells

 

Vice President

 

March 31, 2008

Shawn T. Wells

 

 

 

 

 

(Being the principal executive officer, the principal financial and accounting officer and a majority of the managers of Merrill Lynch Alternative Investments LLC)

 



 

ML ASPECT FUTURESACCESS LLC

 

2007 FORM 10-K

 

INDEX TO EXHIBITS

 

 

 

Exhibit

 

 

 

Exhibit 13.01

 

2007 Annual Report and Report of Independent Registered Public Accounting Firm

 

 

 

Exhibit 31.01

 

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

 

 

 

Exhibit 31.02

 

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

 

 

 

Exhibit 32.01

 

Section 1350 Certifications

 

 

 

Exhibit 32.02

 

Section 1350 Certifications

 


EX-13.01 2 a08-9227_6ex13d01.htm EX-13.01

Exhibit 13.01

 

ML ASPECT FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

 

Financial Statements for the years ended

December 31, 2007 and 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, 2007 and 2006

2

 

 

Statements of Income for the years ended December 31, 2007 and 2006 and for the period April 1, 2005 (commencement of operations) to December 31, 2005

3

 

 

Statements of Changes in Members’ Capital for the years ended December 31, 2007 and 2006 and for the period April 1, 2005 (commencement of operations) to
December 31, 2005

4-5

 

 

Financial Data Highlights for the years ended December 31, 2007 and 2006 and for the period April 1, 2005 (commencement of operations) to December 31, 2005

6-8

 

 

 Notes to Financial Statements

9-16

 



 

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, 2007 and 2006, and the related statements of income and changes in members’ capital and the financial data highlights for the years ended December 31, 2007 and 2006 and for the period April 1, 2005 (commencement of operations) to December 31, 2005.  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, 2007 and 2006, the results of its operations, the changes in its members’ capital, and the financial data highlights for the years ended December 31, 2007 and 2006 and for the period April 1, 2005 (commencement of operations) to December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Deloitte & Touche LLP

 

Princeton, New Jersey

March 31, 2008

 



 

ML ASPECT FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2007 AND 2006

 

 

 

2007

 

2006

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

Equity in commodity futures trading accounts:

 

 

 

 

 

Cash (including restricted cash of $40,922,943 for 2007 and $34,158,049 for 2006)

 

$

267,131,712

 

$

116,217,072

 

Net unrealized profit on open contracts

 

9,368,575

 

5,510,770

 

Cash

 

40,779

 

290,435

 

Accrued interest

 

966,433

 

474,361

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

277,507,499

 

$

122,492,638

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ CAPITAL

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Brokerage commissions payable

 

$

126,258

 

$

44,275

 

Management fee payable

 

419,877

 

203,118

 

Sponsor fee payable

 

247,535

 

186,736

 

Performance fee payable

 

1,956,978

 

1,416,045

 

Redemptions payable

 

8,473,549

 

808,617

 

Initial offering costs payable

 

19,200

 

31,196

 

Other

 

249,128

 

325,731

 

 

 

 

 

 

 

Total liabilities

 

11,492,525

 

3,015,718

 

 

 

 

 

 

 

MEMBERS’ CAPITAL:

 

 

 

 

 

Sponsor’s Interest (20,647 Units and 20,647 Units)

 

25,576

 

23,905

 

Members’ Interest (208,133,972 Units and 102,762,880 Units)

 

265,989,398

 

119,453,015

 

Total members’ capital

 

266,014,974

 

119,476,920

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ CAPITAL

 

$

277,507,499

 

$

122,492,638

 

 

NET ASSET VALUE PER UNIT (NOTE 5)

 

 

 

 

 

(Based on 208,154,619 and 102,783,527 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 YEARS ENDED DECEMBER 31, 2007 AND 2006 AND FOR THE PERIOD APRIL 1,
2005(COMMENCEMENT OF OPERATIONS) TO  DECEMBER 31, 2005

 

 

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

TRADING PROFIT (LOSS):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized

 

$

12,040,023

 

$

3,685,911

 

$

1,461,386

 

Change in unrealized

 

3,857,805

 

4,871,886

 

638,884

 

Brokerage commissions

 

(1,052,707

)

(364,137

)

(87,681

)

 

 

 

 

 

 

 

 

Total trading profit

 

14,845,121

 

8,193,660

 

2,012,589

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

 

 

Interest

 

10,674,137

 

3,456,878

 

523,605

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

Management fee

 

4,139,254

 

1,479,278

 

318,128

 

Sponsor fee

 

2,781,129

 

1,358,328

 

230,699

 

Performance fee

 

2,038,070

 

1,416,045

 

422,270

 

Other

 

665,497

 

663,356

 

93,442

 

 

 

 

 

 

 

 

 

Total expenses

 

9,623,950

 

4,917,007

 

1,064,539

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

1,050,187

 

(1,460,129

)

(540,934

)

 

 

 

 

 

 

 

 

NET INCOME

 

$

15,895,308

 

$

6,733,531

 

$

1,471,655

 

 

 

 

 

 

 

 

 

NET INCOME PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Units outstanding

 

 

 

 

 

 

 

Class A

 

17,685,024

 

6,463,612

 

1,254,082

 

Class C

 

77,729,481

 

41,576,411

 

9,695,949

 

Class D

 

16,490,950

 

9,623,303

 

6,156,322

 

Class I

 

13,298,470

 

8,746,222

 

2,797,702

 

Class D-SM

 

11,050,699

 

 

 

 

 

Class D-TF

 

82,941,449

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per weighted average Unit

 

 

 

 

 

 

 

Class A

 

$

0.0917

 

$

0.1353

 

$

0.0640

 

Class C

 

$

0.0782

 

$

0.0948

 

$

0.0650

 

Class D

 

$

0.0994

 

$

0.0862

 

$

0.1022

 

Class I

 

$

0.0942

 

$

0.1242

 

$

0.0470

 

Class D-SM

 

$

0.1602

 

 

 

 

 

Class D-TF

 

$

0.0426

 

 

 

 

 

 

See notes to financial statements.

 

3



 

ML ASPECT FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

STATEMENT OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 AND FOR THE PERIOD APRIL 1, 2005

(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2005

 

 

 

 

 

 

 

 

 

Members’ Capital

 

 

 

 

 

Members’ Capital

 

 

 

 

 

Members’ Capital

 

 

 

Initial Offering

 

Subscriptions

 

Redemptions

 

December 31, 2005

 

Subscriptions

 

Redemptions

 

December 31, 2006

 

Subscriptions

 

Redemptions

 

December 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

500,175

 

1,672,083

 

(73,125

)

2,099,133

 

12,533,998

 

(834,543

)

13,798,588

 

5,509,263

 

(1,419,855

)

17,887,996

 

Class C

 

4,195,000

 

12,459,190

 

(909,169

)

15,745,021

 

50,660,812

 

(3,092,087

)

63,313,746

 

30,581,247

 

(14,724,727

)

79,170,266

 

Class D

 

6,531,336

 

40,407

 

(1,828,989

)

4,742,754

 

13,160,166

 

(4,371,011

)

13,531,909

 

6,087,954

 

(3,319,371

)

16,300,492

 

Class I

 

337,750

 

5,620,734

 

(10,000

)

5,948,484

 

6,289,323

 

(119,170

)

12,118,637

 

3,341,115

 

(4,095,954

)

11,363,798

 

Class D-SM(1)

 

 

 

 

 

 

 

 

13,988,458

 

(220,336

)

13,768,122

 

Class D-TF(2)

 

 

 

 

 

 

 

 

91,381,476

 

(21,738,178

)

69,643,298

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Units

 

11,564,261

 

19,792,414

 

(2,821,283

)

28,535,392

 

82,644,299

 

(8,416,811

)

102,762,880

 

150,889,513

 

(45,518,421

)

208,133,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

10,319

 

 

10,319

 

 

 

10,319

 

 

 

10,319

 

Class C

 

 

10,328

 

 

10,328

 

 

 

10,328

 

 

 

10,328

 

Class D

 

 

 

 

 

 

 

 

 

 

 

Class I

 

 

 

 

 

 

 

 

 

 

 

Class D-SM(1)

 

 

 

 

 

 

 

 

 

 

 

Class D-TF(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Sponsor’s Units

 

11,564,261

 

20,647

 

 

20,647

 

 

 

20,647

 

 

 

20,647

 

 


(1) Units issued on April 2, 2007

 

(2) Units issued on June 1, 2007

 

See notes to financial statements.

 

4



 

ML ASPECT FUTUREACCESS LLC

(A Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 AND FOR THE PERIOD APRIL 1, 2005

(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2005

 

 

 

 

 

Initial

 

 

 

 

 

 

 

Members’ Capital

 

 

 

 

 

 

 

Members’ Capital

 

 

 

 

 

 

 

Members’ Capital

 

 

 

Initial Offering

 

Offering Costs

 

Subscriptions

 

Redemptions

 

Net Income

 

December 31, 2005

 

Subscriptions

 

Redemptions

 

Net Income

 

December 31, 2006

 

Subscriptions

 

Redemptions

 

Net Income

 

December 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

6,430,196

 

$

(1,712,053

)

$

1,620,687

 

$

22,428,464

 

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

 

35,450,778

 

(17,423,204

)

6,080,158

 

96,858,723

 

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

 

7,675,895

 

(4,145,982

)

1,639,960

 

21,583,979

 

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

 

3,891,855

 

(4,968,583

)

1,252,596

 

14,374,152

 

Class D-SM(1)

 

 

 

 

 

 

 

 

 

 

 

16,742,584

 

(276,777

)

1,770,147

 

18,235,954

 

Class D-TF(2)

 

 

 

 

 

 

 

 

 

 

 

116,922,597

 

(27,944,560

)

3,530,089

 

92,508,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

187,113,905

 

$

(56,471,159

)

$

15,893,637

 

$

265,989,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

$

 

$

 

$

10,000

 

$

 

$

1,001

 

$

11,001

 

$

 

$

 

$

1,034

 

$

12,035

 

$

 

$

 

$

905

 

$

12,940

 

Class C

 

 

 

10,000

 

 

953

 

10,953

 

 

 

917

 

11,870

 

 

 

766

 

12,636

 

Class D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class D-SM(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class D-TF(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Sponsor’s Interest

 

$

 

$

 

$

20,000

 

$

 

$

1,954

 

$

21,954

 

$

 

$

 

$

1,951

 

$

23,905

 

$

 

$

 

$

1,671

 

$

25,576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

187,113,905

 

$

(56,471,159

)

$

15,895,308

 

$

266,014,974

 

 


(1) Units issued on April 2, 2007

 

(2) Units issued on June 1, 2007

 

See notes to financial statements.

 

5



 

ML ASPECT FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE YEAR ENDED DECEMBER 31, 2007

 

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

 

 

 

Class A

 

Class C

 

Class D

 

Class I

 

Class D-SM(a)

 

Class D-TF(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Unit Operating Performance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

1.1660

 

$

1.1491

 

$

1.2130

 

$

1.1716

 

$

1.1631

 

$

1.2795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized trading profit

 

0.0733

 

0.0718

 

0.0766

 

0.0737

 

0.1013

 

0.0343

 

Change in unrealized trading profit

 

0.0226

 

0.0220

 

0.0240

 

0.0229

 

0.0563

 

(0.0026

)

Brokerage commissions

 

(0.0057

)

(0.0056

)

(0.0059

)

(0.0057

)

(0.0046

)

(0.0035

)

Interest income

 

0.0580

 

0.0569

 

0.0607

 

0.0584

 

0.0456

 

0.0354

 

Expenses

 

(0.0604

)

(0.0708

)

(0.0443

)

(0.0560

)

(0.0372

)

(0.0148

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

1.2538

 

$

1.2234

 

$

1.3241

 

$

1.2649

 

$

1.3245

 

$

1.3283

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return before Performance fees

 

8.61

%

7.54

%

10.26

%

9.05

%

15.06

%

3.89

%

Performance fees

 

-1.38

%

-1.36

%

-1.35

%

-1.38

%

-1.35

%

-0.17

%

Total return after Performance fees

 

7.53

%

6.47

%

9.15

%

7.96

%

13.88

%

3.81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Members’ Capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding Performance fees)

 

3.92

%

4.98

%

2.39

%

3.54

%

1.75

%

1.05

%

Performance fees

 

1.24

%

1.20

%

1.06

%

1.14

%

1.25

%

0.15

%

Expenses (including Performance fees)

 

5.16

%

6.18

%

3.45

%

4.68

%

3.00

%

1.20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

 

-0.20

%

-1.19

%

1.53

%

0.34

%

0.62

%

1.63

%

 


(a) Class D-SM commenced on April 2, 2007 and Class D-TF commenced on June 1, 2007. The ratios to average members capital for these two classes have been annualized. The total returns are not annualized.

 

See notes to financial statements.

 

6



 

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.

 

7



 

ML ASPECT FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE PERIOD APRIL 1, 2005 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2005

 

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

 

$

1.0000

 

$

1.0000

 

$

1.0000

 

$

1.0000

 

 

 

 

 

 

 

 

 

 

 

Realized trading profit

 

0.0526

 

0.0523

 

0.0533

 

0.0526

 

Change in unrealized trading profit

 

0.0522

 

0.0524

 

0.0525

 

0.0522

 

Brokerage commissions

 

(0.0046

)

(0.0046

)

(0.0046

)

(0.0046

)

Interest income

 

0.0244

 

0.0244

 

0.0247

 

0.0244

 

Initial offering costs

 

(0.0029

)

(0.0029

)

(0.0029

)

(0.0029

)

Expenses (b)

 

(0.0579

)

(0.0632

)

(0.0295

)

(0.0627

)

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

1.0638

 

$

1.0584

 

$

1.0935

 

$

1.0590

 

 

 

 

 

 

 

 

 

 

 

Total Return: (c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return before Performance fees

 

9.30

%

8.49

%

10.54

%

9.63

%

Performance fees

 

-2.55

%

-2.32

%

-0.96

%

-3.28

%

Total return after Performance fees

 

6.67

%

6.13

%

9.65

%

6.18

%

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding Performance fees) (a)

 

4.38

%

5.47

%

2.73

%

4.00

%

Performance fees (c)

 

2.53

%

2.44

%

1.11

%

3.27

%

Expenses (including Performance fees)

 

6.91

%

7.91

%

3.84

%

7.27

%

 

 

 

 

 

 

 

 

 

 

Net investment loss

 

-4.09

%

-5.08

%

-1.08

%

-4.43

%

 


(a) Annualized.

 

(b) Sponsor fee reimbursement is included in expenses; however, reimbursement has less than $0.0001 impact.

 

(c) Not annualized.

 

See notes to financial statements.

 

8



 

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 six Classes of Units:  Class A, Class C, Class D, D-TF, D-SM, and Class I.  Each Class of Units except for D-TF and D-SM 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).  Class D-SM commenced on April 2, 2007 and Class D-TF commenced on June 1, 2007.  The six 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 profit 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.

 

9



 

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 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, 2007 and 2006 were restricted cash for margin requirements of $40,922,943 and $34,158,049 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 MLPF&S ranging from 1.0% to 2.5%.  Class D, D-SM, D-TF 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 years ended December 31, 2007 and 2006 and the period ended December 31, 2005.

 

10



 

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 (“notice period”).

 

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.

 

Redemption requests are accepted within the notice period.  The Fund does not accept any redemption requests after the notice period.  All redemption requests received after the notice period will be processed for the following month.

 

Dissolution of the Fund

 

The Fund may terminate if certain circumstances occur as set forth in the offering memorandum, which include but are not limited to the following:

 

(a)      Bankruptcy, dissolution, withdrawal or other termination of the trading advisor of this Fund.

(b)      Any event which would make unlawful the continued existence of this Fund

(c)      Determination by MLAI to liquidate or withdraw from the Fund.

 

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.

 

11



 

2.               CONDENSED SCHEDULES OF INVESTMENTS

 

The Fund’s investments, defined as Net unrealized profit on open contracts in the Statements of Financial Condition as of December 31, 2007 and 2006 are as follows:

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

2,772

 

$

2,761,795

 

1.04

%

(401

)

$

222,953

 

0.08

%

$

2,984,748

 

1.12

%

February 2008 - March 2008

 

Currencies

 

4,354,115

 

(1,168,777

)

-0.44

%

(3,514,474

)

(320,354

)

-0.12

%

(1,489,131

)

-0.56

%

January 2008

 

Energy

 

993

 

2,556,173

 

0.96

%

(237

)

(414,080

)

-0.16

%

2,142,093

 

0.80

%

January 2008 - February 2008

 

Interest Rates

 

10,247

 

3,073,089

 

1.16

%

(6,459

)

1,016,950

 

0.38

%

4,090,039

 

1.54

%

March 2008 - December 2008

 

Metals

 

468

 

259,457

 

0.10

%

(540

)

1,225,157

 

0.46

%

1,484,614

 

0.56

%

February 2008 - April 2008

 

Stock indices

 

201

 

163,245

 

0.06

%

(734

)

(7,033

)

0.00

%

156,212

 

0.06

%

January 2008 - March 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

7,644,982

 

2.88

%

 

 

$

1,723,593

 

0.64

%

$

9,368,575

 

3.53

%

 

 

 

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

%

 

 

 

No individual contract’s unrealized gain or loss comprised greater than 5% of the Members’ Capital as of December 31, 2007 or 2006.

 

12



 

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 0.125% (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 0.2083% (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 0.0917% (a 1.10% annual rate) of the Class’ month-end net assets.  Class D, D-SM and D-TF 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, 2007 was approximately $9.92 (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, 2006 was approximately $12.13 (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, except for Class D-TF, the Fund pays Aspect Management fees of 1.5% after reduction for the brokerage commissions accrued with respect to such assets. MLAI receives 25% of the 2.00% management fee for sponsoring and providing ongoing administration and operational support to the fund.

 

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, except for Class D-TF, 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. However, for Class D-TF Aspect receives a performance fee of 15%. MLAI receives 25% of the Performance fees.

 

13



 

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, 2007 and 2006, 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, 2007

 

 

 

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

 

$

22,441,846

 

$

22,441,404

 

17,898,315

 

$

1.2539

 

$

1.2538

 

Class C

 

96,877,717

 

96,871,359

 

79,180,594

 

1.2235

 

1.2234

 

Class D

 

21,588,645

 

21,583,979

 

16,300,492

 

1.3244

 

1.3241

 

Class I

 

14,381,886

 

14,374,152

 

11,363,798

 

1.2656

 

1.2649

 

Class D-SM

 

18,235,954

 

18,235,954

 

13,768,122

 

1.3245

 

1.3245

 

Class D-TF

 

92,508,126

 

92,508,126

 

69,643,298

 

1.3283

 

1.3283

 

 

 

$

266,034,174

 

$

266,014,974

 

208,154,619

 

 

 

 

 

 

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

 

 

 

 

 

 

14



 

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 years ended December 31, 2007 and 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 September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”).  FAS 157 establishes a common definition for fair value under U.S. GAAP, 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.

 

The Fund adopted the provisions of FASB 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 statements. The Fund evaluated its tax positions and the implementation of this pronouncement had no impact on the 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 profit 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

 

15



 

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 Net unrealized profit 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.

 

16



 

*     *     *     *     *     *     *     *     *     *      *

 

To the best of the knowledge and belief of the

undersigned, the information contained in this

report is accurate and complete.

 

 

/s/ Barbra E. Kocsis

 

Barbra E. Kocsis

Chief Financial Officer

Merrill Lynch Alternative Investments LLC

Sponsor of

ML Aspect FuturesAccess LLC

 

17


EX-31.01 3 a08-9227_6ex31d01.htm EX-31.01

EXHIBIT 31.01

 

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

 

I, Paul Morton, Chief Executive Officer, President and Manger of Merrill Lynch Alternative Investments LLC, the manager of ML Aspect FuturesAccess LLC, certify that:

 

1.         I have reviewed this report on Form 10-K of ML Aspect FuturesAccess LLC;

 

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.         Based on my knowledge, the financial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.         The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.         The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 31, 2008

 

 

 

By

 /s/ Paul Morton

 

Paul Morton

 

Chief Executive Officer, President and Manager

 

(Principal Executive Officer)

 

 


EX-31.02 4 a08-9227_6ex31d02.htm EX-31.02

EXHIBIT 31.02

 

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

 

I, Barbra E. Kocsis, Chief Financial Officer of Merrill Lynch Alternative Investments LLC, the manager of ML Aspect FuturesAccess LLC, certify that:

 

1.         I have reviewed this report on Form 10-K of ML Aspect FuturesAccess LLC;

 

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.         Based on my knowledge, the financial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.         The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.         The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 31, 2008

 

 

 

By

/s/ BARBRA E. KOCSIS

 

Barbra E. Kocsis

 

 

Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

 


EX-32.01 5 a08-9227_6ex32d01.htm EX-32.01

EXHIBIT 32.01

 

Section 1350 Certification

 

In connection with this annual report of ML Aspect FuturesAccess LLC (the “Company”) on Form 10-K for the year ended December 31, 2007 as filed with the Securities Exchange Commission on the date hereof (this “Report”), I, Paul Morton, Chief Executive Officer, President and Manager of Merrill Lynch Alternative Investments LLC, the manager of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

 

1. This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: March 31, 2008

 

 

By

/s/ Paul Morton

 

Paul Morton

Chief Executive Officer, President and Manager

(Principal Executive Officer)

 


EX-32.02 6 a08-9227_6ex32d02.htm EX-32.02

EXHIBIT 32.02

 

Section 1350 Certification

 

In connection with this annual report of ML Aspect FuturesAccess LLC (the “Company”) on Form 10-K for the year ended December 31, 2007 as filed with the Securities Exchange Commission on the date hereof (this “Report”), I, Barbra E. Kocsis, Chief Financial Officer of Merrill Lynch Alternative Investments LLC, the manager of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

 

1. This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: March 31, 2008

 

 

By

/s/ BARBRA E. KOCSIS

 

Barbra E. Kocsis

Chief Financial Officer

(Principal Financial and Accounting Officer)

 


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