10-K 1 a08-9227_810k.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: 000-52384

 

ML APM GLOBAL

COMMODITY FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-5269618

(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, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  Check one:

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer x

 

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 January 31, 2008, units of limited liability company interest with a Net Asset Value of $77,734,662 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 APM GLOBAL COMMODITY

FUTURESACCESS LLC

 

ANNUAL REPORT FOR 2007 ON FORM 10-K

 

Table of Contents

 

 

PART I

PAGE

 

 

 

Item 1.

Business

1

 

 

 

Item 1A.

Risk Factors

6

 

 

 

Item 1B.

Unresolved Staff Comments

7

 

 

 

Item 2.

Properties

7

 

 

 

Item 3.

Legal Proceedings

7

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

7

 

 

 

 

PART II

 

 

 

 

Item 5.

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

8

 

 

 

Item 6.

Selected Financial Data

10

 

 

 

Item 7.

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

17

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risks

21

 

 

 

Item 8.

Financial Statements and Supplementary Data

25

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

26

 

 

 

Item 9A(T).

Controls and Procedures

26

 

 

 

Item 9B.

Other Information

27

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors and Executive Officers and Corporate Governance

28

 

 

 

Item 11.

Executive Compensation

30

 

 

 

Item 12.

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

30

 

 

 

Item 13.

Certain Relationships and Related Transactions

30

 

 

 

Item 14.

Principal Accountant Fees and Services

31

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

32

 



 

PART I

 

Item 1:   Business

 

(a)                                  General Development of Business:

 

ML APM Global Commodity FuturesAccess LLC (the “Fund”) was organized under the Delaware Limited Liability Company Act on May 17, 2004 and commenced trading activities on December 1, 2006. The Fund issues new units of limited liability company interest (“Units”) at Net Asset Value per Unit (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. Absolute Plus Management, LLC (“APM”) is the trading advisor of the Fund.

 

Merrill Lynch Alternative Investments LLC (“MLAI”) is the sponsor and 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 $63,599,050 and the Net Asset Value per Unit for all other purposes, was $1.1424 for Class A, $1.1280 for Class C, $1.1311 for Class D and $1.1414 for Class I. The Net Asset Value per Unit for financial reporting purposes in conformity with accounting principals generally accepted in the United States of America (“U.S. GAAP”) was $1.1416 for Class A, $1.1278 for Class C, $1.1302 for Class D and $1.1411 for Class I, and the Net Asset Value of the Fund was $63,569,046.

 

The highest month-end Net Asset Value per Unit for all other purposes for Class A as of December 31, 2007 was $1.1424 (December 31, 2007) and the lowest was $0.9827 (May 31, 2007).  The highest month-end Net Asset Value per Unit for all other purposes for Class C as of December 31, 2007 was $1.1280 (December 31, 2007) and the lowest was $0.9776 (May 31, 2007).  The highest month-end Net Asset Value per Unit for all other purposes for Class D as of December 31, 2007 was $1.1311 (December 31, 2007) and the lowest was $0.9695 (May 31, 2007).  The highest month-end Net Asset Value per Unit for all other purposes for Class I as of December 31, 2007 was $1.1414 (December 31, 2007) and the lowest was $0.9834 (May 31, 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:

 

General

 

The Fund trades in the international futures and forward markets with the objective of achieving substantial capital appreciation.

 

The Fund has entered into an advisory agreement with Absolute Plus Management, LLC (“APM”) whereby APM trades through a managed account the Fund’s assets using The APM Hedged Global Commodity Strategy. In The APM Hedged Global Commodity Strategy, APM applies its trend-following systems to a broadly-diversified portfolio of futures and forward markets, including, but not limited to, precious and industrial metals, grains, petroleum products, soft commodities, domestic and foreign interest rate futures, and currencies in their cross rates, and minor currency markets.

 

Employees

 

The Fund has no employees.

 

1



 

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 APM 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

 

APM applies its proprietary systems to a broadly-diversified portfolio of futures and forward markets pursuant to their International Value Program.  The International Value Program may trade in the following markets:  CBOT, CME, EUREX, IME, LME, LIFFE, MATIF, ME, MEFF, NYMEX, NZFOE, SFE, SIMEX, TIFFE, TSE and may expand to include trading in other markets.

 

The Fund’s commitments to different types of markets – U.S. and non-U.S., regulated and non-regulated – differ substantially from time to time, as well as over time.  The Fund has no policy restricting its relative commitment to any of these different types of markets.

 

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

 

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 balance 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.

 

2



 

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 use of the offset account arrangements for the Fund’s U.S. dollar Cash Assets may be discontinued by Merrill Lynch at any time.  If Merrill Lynch were to terminate the offset arrangements, it would attempt to invest all of the Fund’s U.S. dollar Cash Assets to the maximum practicable extent in short-term Treasury bills.  All interest earned on the U.S. dollar Available Assets so invested would be paid to the Fund but MLAI would expect the amount of such interest to be less than that available to the Fund under the offset account arrangements.  The remaining U.S. dollar Available Assets of the Fund would be kept in cash to meet variation margin payments and pay expenses, but would not earn interest for the Fund.

 

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 Available 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 Available Assets held in the offset accounts.  These 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 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 holds 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.  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.

 

3



 

Charges

 

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

 

 

 

 

 

2007

 

 

 

2006

 

Charges

 

Dollar
Amount

 

% of Average
Month-End Net Assets
(all other purposes)

 

Dollar
Amount

 

% of Average
Month-End Net Assets
(all other purposes) (1)

 

 

 

 

 

 

 

 

 

 

 

Performance fee

 

$

936,548

 

2.87

%

$

 

0.00

%

Sponsor fee

 

465,974

 

1.43

%

 

0.00

%

Other Expenses

 

426,215

 

1.30

%

23,284

 

0.26

%

Management fee

 

543,610

 

1.66

%

13,694

 

0.16

%

Total

 

$

2,372,347

 

7.26

%

$

36,978

 

0.42

%

 


(1) Not annualized

 

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 Asset Value for all other purposes during 2007 and 2006 equaled $32,675,322 and $8,820,717, respectively.

 

During 2007, the Fund earned $1,459,136 in interest income, or approximately 4.47% of the Fund’s average month-end Net Assets for all other purposes. During 2006, the Fund earned $45,356 in interest income, or approximately 0.5142% of the Fund’s average month-end Net Assets for all other purposes.

 

 

Description of Current Charges

 

Recipient

 

Nature of Payment

 

Amount of Payment

MLPF&S

 

Brokerage Commissions

 

During 2007 and 2006, the round-turn (each purchase and sale or sale and purchase of a single futures contract) rate of the Fund’s Brokerage Commissions was approximately $7.63 and $10.47, 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.

 

 

 

 

 

MLAI

 

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, brokerage commissions, sponsor fees, management fees or performance fees, in each case as of the end of the month of determination). Class D does not pay a Sponsor fee.

 

4



 

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 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 forwards 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.

 

 

 

 

 

APM and MLAI

 

Annual performance fees

 

15% of any New Trading Profits, as defined, generated by the Fund as a whole, as of the end of each calendar year. MLAI receives 25% of the 15% Annual Performance Fees.

 

 

 

 

 

APM and MLAI

 

Management fees

 

A flat-rate monthly charge of 0.125 of 1% of the Fund’s month-end assets (a 1.5% annual rate). MLAI receives 25% of the 1.5% annual rate.

 

 

 

 

 

Others

 

Operating expense of Fund including audit, legal and tax services

 

Actual payments to third parties.

 

 

 

 

 

MLAI; Others

 

Initial Offering Costs reimbursed

 

Actual costs incurred.

 

5



 

Regulation

 

MLAI, APM and MLPF&S are each subject to regulation by the CFTC and the 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 adviser” under the Investment Advisers 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, non-exchange markets, and in trading in these markets, the Fund will be dependent on the credit standing of the counterparties with which they trade, without the financial support of any clearinghouse system.  In addition, the prices offered for the same forward contract may vary significantly among different forward market participants.  Forward market counterparties are under no obligation to enter into forward transactions with a Fund, including transactions through which the Fund is attempting to liquidate open positions.

 

Increased Assets Under Management

 

There appears to be a tendency for the rates of return achieved by managed futures advisors to decline as assets under management increase.  The trading advisor has not agreed to limit the amount of additional equity which it may manage.

 

Trading Advisor Risk

 

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

 

6



 

Changes in Trading Strategy

 

The trading advisor may make material changes in its trading strategies without the knowledge of MLAI.

 

Illiquid Markets

 

Certain positions held by the Fund may become illiquid, preventing the Fund’s trading advisor from acquiring positions otherwise indicated by its strategy or making it impossible for the trading advisor to close out positions against which the market is moving.

 

Certain futures markets are subject to “daily price limits,” restricting the maximum amount by which the price of a particular contract can change during any given trading day.  Once a contract’s price has moved “the limit,” it may be impossible or economically non-viable to execute trades in such contract.  From time to time, prices have moved “the limit” for a number of consecutive days, making it impossible for traders against whose positions the market was moving to prevent large losses.

 

Trading on Non-U.S. Exchanges

 

The trading advisor may trade extensively on non-U.S. exchanges.  These exchanges are not regulated by any United States governmental agency.  The Fund could incur substantial losses trading on foreign exchanges to which it would not have been subject had its trading advisor limited its trading to U.S. markets.

 

The profits and losses derived from trading foreign futures and options will generally be denominated in foreign currencies; consequently, the Fund will be subject to a certain degree of exchange-rate risk in trading such contracts.

 

The Fund Could Lose Assets and Have Its Trading Disrupted Due to the Bankruptcy of One of the Parties

 

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

 

Item 1B:  Unresolved Staff Comments

 

Not applicable.

 

Item 2:          Properties

 

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

 

The Fund’s administrative offices are the administrative offices of MLAI (Merrill Lynch Alternative Investments LLC, Hopewell Corporate Campus, Building No. 2, 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.

 

7



 

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 for all other purposes, subject to certain early redemption charges.

 

(b)                                 Holders:

 

As of December 31, 2007, there were 530 holders of Units.

 

(c)                                  Dividends:

 

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

 

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

 

Not applicable.

 

(e)                                  Recent Sales of Unregistered Securities

 

8



 

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.

 

During 2007, the Fund issued Units as set forth in the following chart.

 

CLASS A

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-07

 

$—

 

 

$n/a

 

Feb-07

 

3,235,749

 

3,235,749

 

1.0000

 

Mar-07

 

243,961

 

245,631

 

0.9932

 

Apr-07

 

22,424

 

22,722

 

0.9869

 

May-07

 

215,499

 

218,714

 

0.9853

 

Jun-07

 

82,873

 

84,332

 

0.9827

 

Jul-07

 

352,944

 

352,169

 

1.0022

 

Aug-07

 

71,174

 

70,046

 

1.0161

 

Sep-07

 

30,848

 

30,070

 

1.0259

 

Oct-07

 

186,639

 

173,392

 

1.0764

 

Nov-07

 

 

 

1.1056

 

Dec-07

 

42,299

 

37,686

 

1.1224

 

Jan-08

 

1,786,860

 

1,564,128

 

1.1424

 

Feb-08

 

149,954

 

122,662

 

1.2225

 

 

CLASS C

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-07

 

$439,000

 

439,000

 

$1.0000

 

Feb-07

 

680,997

 

682,225

 

0.9982

 

Mar-07

 

3,861,433

 

3,898,075

 

0.9906

 

Apr-07

 

3,852,933

 

3,917,573

 

0.9835

 

May-07

 

1,670,563

 

1,702,918

 

0.9810

 

Jun-07

 

3,457,174

 

3,536,389

 

0.9776

 

Jul-07

 

3,592,585

 

3,606,289

 

0.9962

 

Aug-07

 

1,214,985

 

1,203,909

 

1.0092

 

Sep-07

 

2,380,586

 

2,338,264

 

1.0181

 

Oct-07

 

1,338,306

 

1,254,152

 

1.0671

 

Nov-07

 

2,108,301

 

1,925,565

 

1.0949

 

Dec-07

 

1,827,545

 

1,646,734

 

1.1098

 

Jan-08

 

4,037,339

 

3,579,201

 

1.1280

 

Feb-08

 

3,584,330

 

2,971,835

 

1.2061

 

 

CLASS D

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-07

 

$4,095,999

 

4,174,054

 

$0.9813

 

Feb-07

 

1,699,999

 

1,731,865

 

0.9816

 

Mar-07

 

2,099,999

 

2,151,198

 

0.9762

 

Apr-07

 

5,969,998

 

6,147,032

 

0.9712

 

May-07

 

 

 

0.9708

 

Jun-07

 

 

 

0.9695

 

Jul-07

 

750,000

 

757,652

 

0.9899

 

Aug-07

 

 

 

1.0049

 

Sep-07

 

 

 

1.0160

 

Oct-07

 

5,177,434

 

9,851,419

 

1.0672

 

Nov-07

 

1,899,999

 

1,734,367

 

1.0955

 

Dec-07

 

3,459,656

 

3,110,922

 

1.1121

 

Jan-08

 

748,059

 

661,355

 

1.1311

 

Feb-08

 

 

 

1.2119

 

 

CLASS I

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-07

 

$20,000

 

20,000

 

$1.0000

 

Feb-07

 

1,040,000

 

1,040,624

 

0.9994

 

Mar-07

 

1,263,495

 

1,272,402

 

0.9930

 

Apr-07

 

223,565

 

226,510

 

0.9870

 

May-07

 

1,028,998

 

1,043,926

 

0.9857

 

Jun-07

 

399,499

 

406,243

 

0.9834

 

Jul-07

 

767,379

 

764,932

 

1.0032

 

Aug-07

 

371,999

 

365,601

 

1.0175

 

Sep-07

 

1,030,000

 

1,002,237

 

1.0277

 

Oct-07

 

1,082,198

 

1,003,615

 

1.0783

 

Nov-07

 

849,999

 

768,118

 

1.1066

 

Dec-07

 

1,078,998

 

961,245

 

1.1225

 

Jan-08

 

2,535,059

 

2,221,008

 

1.1414

 

Feb-08

 

2,721,249

 

2,227,246

 

1.2218

 

 


(1) Net Asset Value for all other purposes

 

Item 5(b)

 

Not applicable.

 

Item 5(c)

 

Not applicable.

 

9



 

Item 6:          Selected Financial Data

 

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

 

Statement of Operations

 

For the Year Ended
December 31, 2007

 

For the Period December
1, 2006,
(commencement of
operations) to
December 31, 2006

 

 

 

 

 

 

 

Trading profit (loss)

 

 

 

 

 

Realized

 

$

4,791,852

 

$

(238,314

)

Change in Unrealized

 

2,721,629

 

20,834

 

Brokerage Commissions

 

(82,693

)

(3,465

)

Total trading profit (loss)

 

7,430,788

 

(220,945

)

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

Interest

 

1,459,136

 

45,356

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Management fee

 

543,610

 

13,694

 

Sponsor fee

 

465,974

 

 

Performance fee

 

936,548

 

 

Other

 

426,215

 

23,284

 

Total Expenses

 

2,372,347

 

36,978

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(913,211

)

8,378

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

6,517,577

 

$

(212,567

)

 

 

Balance Sheet Data

 

December 31, 2007

 

December 31, 2006

 

 

 

 

 

 

 

Members’ Capital

 

$

63,569,046

 

$

6,487,434

 

 

 

 

 

 

 

Net Asset Value per Class A Unit

 

$

1.1416

 

N/A

 

Net Asset Value per Class C Unit

 

$

1.1278

 

N/A

 

Net Asset Value per Class D Unit

 

$

1.1302

 

$

0.9807

 

Net Asset Value per Class I Unit

 

$

1.1411

 

N/A

 

 

10



 

For financial reporting purposes, in conformity with GAAP, the Fund amortizes initial offering costs payable to MLAI over twelve months 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

 

$

4,852,693

 

$

4,849,384

 

4,247,792

 

$

1.1424

 

$

1.1416

 

Class C

 

26,466,199

 

26,459,564

 

23,461,920

 

1.1280

 

1.1278

 

Class D

 

22,254,692

 

22,237,106

 

19,675,186

 

1.1311

 

1.1302

 

Class I

 

10,025,466

 

10,022,992

 

8,783,678

 

1.1414

 

1.1411

 

 

 

$

63,599,050

 

$

63,569,046

 

56,168,576

 

 

 

 

 

 

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 D

 

$

6,491,434

 

$

6,487,434

 

6,615,200

 

$

0.9813

 

$

0.9807

 

 

11



 

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 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.

 

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

 

$

0.9932

 

$

0.9869

 

$

0.9853

 

$

0.9827

 

$

1.0022

 

$

1.0161

 

$

1.0259

 

$

1.0764

 

$

1.1056

 

$

1.1224

 

$

1.1424

 

 

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

 

 

 

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

 

$

0.9982

 

$

0.9906

 

$

0.9835

 

$

0.9810

 

$

0.9776

 

$

0.9962

 

$

1.0092

 

$

1.0181

 

$

1.0671

 

$

1.0949

 

$

1.1098

 

$

1.1280

 

 

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

 

 

 

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

 

$

0.9813

 

2007

 

$

0.9816

 

$

0.9762

 

$

0.9712

 

$

0.9708

 

$

0.9695

 

$

0.9899

 

$

1.0049

 

$

1.0160

 

$

1.0672

 

$

1.0955

 

$

1.1121

 

$

1.1311

 

 

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

 

 

 

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

 

$

0.9994

 

$

0.9930

 

$

0.9870

 

$

0.9857

 

$

0.9834

 

$

1.0032

 

$

1.0175

 

$

1.0277

 

$

1.0783

 

$

1.1066

 

$

1.1225

 

$

1.1414

 

 

Pursuant to CFTC policy, monthly performance is presented from December 1, 2006 (commencement of operations).

 

12



 

ML APM GLOBAL COMMODITY FUTURESACCESS LLC

(CLASS A UNITS) (5)

December 31, 2007

 

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

Inception of Trading: February 1, 2007

Aggregate Subscriptions:    $4,484,410

Current Capitalization:   $4,852,693

Worst Monthly Drawdown(2):  (0.68)% (February 2007)

Worst Peak-to-Valley Drawdown(3):  (1.73)%  (February - May 2007)

 

Net Asset Value per Unit for Class A, December 31, 2007:   $1.1424

 

Monthly Rates of Return-Class A (4)

 

Month

 

2007

 

January

 

0.00

%

February

 

(0.68

)

March

 

(0.64

)

April

 

(0.16

)

May

 

(0.26

)

June

 

1.98

 

July

 

1.39

 

August

 

0.97

 

September

 

4.92

 

October

 

2.71

 

November

 

1.52

 

December

 

1.78

 

Compound Annual Rate of Return

 

14.24

%

 


(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 February 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 February 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 14.13%.

 

13



 

ML APM GLOBAL COMMODITY FUTURESACCESS LLC

(CLASS C UNITS) (5)

December 31, 2007

 

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

Inception of Trading: January 1, 2007

Aggregate Subscriptions:    $26,424,408

Current Capitalization:   $26,466,199

Worst Monthly Drawdown(2):  (0.76)% (February 2007)

Worst Peak-to-Valley Drawdown(3):  (2.23)%  (January – May 2007)

 

Net Asset Value per Unit for Class C, December 31, 2007:   $1.1280

 

Monthly Rates of Return-Class C (4)

 

Month

 

2007

 

January

 

-0.18

%

February

 

(0.76

)

March

 

(0.72

)

April

 

(0.25

)

May

 

(0.35

)

June

 

1.90

 

July

 

1.30

 

August

 

0.88

 

September

 

4.81

 

October

 

2.61

 

November

 

1.36

 

December

 

1.64

 

Compound Annual Rate of Return

 

12.81

%

 


(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 January 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 January 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 12.78%.

 

14



 

ML APM GLOBAL COMMODITY FUTURESACCESS LLC

(CLASS I UNITS) (5)

December 31, 2007

 

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

Inception of Trading: January 1, 2007

Aggregate Subscriptions:    $9,156,130

Current Capitalization:   $10,025,466

Worst Monthly Drawdown(2):  (0.64)% (February 2007)

Worst Peak-to-Valley Drawdown(3):  (1.60)%  (January – May 2007)

 

Net Asset Value per Unit for Class I, December 31, 2007:   $1.1414

 

Monthly Rates of Return-Class I (4)

 

Month

 

2007

 

January

 

-0.06

%

February

 

(0.64

)

March

 

(0.60

)

April

 

(0.13

)

May

 

(0.23

)

June

 

2.02

 

July

 

1.42

 

August

 

1.00

 

September

 

4.92

 

October

 

2.63

 

November

 

1.43

 

December

 

1.68

 

Compound Annual Rate of Return

 

14.13

%

 


(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 January 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 January 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 14.11%.

 

15



 

ML APM GLOBAL COMMODITY FUTURESACCESS LLC

(CLASS D UNITS) (5)

December 31, 2007

 

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

Inception of Trading: December 1, 2006

Aggregate Subscriptions:    $36,303,086

Current Capitalization:   $22,254,692

Worst Monthly Drawdown(2):  (1.87)% (December 2006)

Worst Peak-to-Valley Drawdown(3):  (3.05)%  (December 2006 – May 2007)

 

Net Asset Value per Unit for Class D, December 31, 2007:   $1.1311

 

Monthly Rates of Return-Class D (4)

 

Month

 

2007

 

2006

 

January

 

0.03

%

 

 

February

 

(0.55

)

 

 

March

 

(0.51

)

 

 

April

 

(0.04

)

 

 

May

 

(0.14

)

 

 

June

 

2.11

 

 

 

July

 

1.51

 

 

 

August

 

1.10

 

 

 

September

 

5.05

 

 

 

October

 

2.65

 

 

 

November

 

1.52

 

 

 

December

 

1.71

 

-1.87

%

Compound Annual Rate of Return

 

15.26

-1.87

%

 


(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 December 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 December 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 15.24%.

 

16



 

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.

 

APM is unlikely to be profitable in markets in which trends do not occur. 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 APM 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

 

General

 

APM’s objective in providing trading management services is to effect appreciation of the assets of its clients through the speculative trading of financial instruments of any kind, which includes without limitation: (i) futures contracts that are now traded, or may be traded in the future, on exchanges located in the United States and abroad and options on such futures contracts and (ii) foreign currencies, foreign currency futures contracts, foreign currency forward contracts, foreign currency forward contracts and options relating thereto.

 

The APM Hedged Global Commodity Strategy (“APM HGC”) is a program that seeks to achieve consistent long-term capital appreciation while adhering to volatility control and disciplined risk management principles. APM HGC intends to exploit the coincident relationship between economic expansion and commodity demand, and the options basket traded by APM HGC is designed to produce a stable negative correlation versus the global fixed income markets. When commodity demand increases, APM HGC may benefit throughincrease in the portfolio exposure to commodities. When economies contract, APM HGC may benefit through varying exposure to G-10 interest rate markets. The commodity options program trades on the major non-financial futures markets and seeks to utilize primarily two components of commodity price behavior to its advantage: 1) The fat tail nature of commodity returns (caused by supply demand shocks/imbalances) and 2) the reverting nature of commodity price paths. Long option trading positions in the APM HGC portfolio benefit from rallying commodities, while de-leveraging commodities that are falling in price. APM HGC seeks to rebalance the options basket in an effort to maximize the benefit of potential price retracement and reversion probability by constraining the dollar allocation to the basket. The optimization exercise results in a lower exposure to commodities that have recently rallied and more exposure to commodities that have recently sold off. APM does not sell commodity options as part of APM HGC, and the Fund understands that APM does not plan to sell commodity options as part of APM HGC.

 

17



 

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.

 

2007

 

Total Trading
Profit (Loss)

 

 

 

 

 

 

Energy

 

2,643,036

 

Interest Rates

 

2,109,597

 

Agricultural Commodities

 

1,726,763

 

Metals

 

955,905

 

Currencies/FX

 

10,640

 

Subtotal

 

7,445,941

 

Change in Brokerage Commissions Payable

 

(15,153

)

Total

 

$

7,430,788

 

 

The Fund posted profits for the year with gains being posted in all the sectors.

 

The energy sector was the most profitable for the Fund. Energy prices dropped sharply at the beginning of the year but recovered mid-quarter through the end of the first quarter due to a combination of weather, geo-political concerns and near term inventory patterns worldwide. Profits continued to be posted at the end of the second quarter due to lower than expected summer driving season. Crude oil traded over $78.00 a barrel on continued high demand during the third quarter along with the International Energy Agency forecast that global demand will rise by 1.8% in 2008 without any output increase from OPEC. Losses were posted to the Fund mid-quarter as crude oil traded down to $70.00 a barrel. Hurricane Dean did not significantly impact U.S. oil production, but it later traded back up with inventory levels falling and a record demand for gasoline. The third quarter ended with profits posted to the Fund as crude oil had strong recovery as the Department of Energy’s Short-Term Energy Outlook reported a continued low surplus production and weak inventories. The year ended with profits being posted to the Fund as crude oil traded higher as inventory figures announced by the Energy Department prompted a drop of 3.3 million barrels to the lowest figure since January of 2005. The assassination of Bhutto in Pakistan heightened geopolitical uncertainty in the region which generally contributes to keeping oil firm.

 

The interest rate sector posted profits for the Fund. Profits were posted at the beginning of the year in connection with the U.S. Federal Reserve refrained from another interest rate increase, amid inflationary concerns. Concurrently, the European Central Bank and the Bank of England continue aggressive focus on reigning in inflationary expectations through higher market interest rates. Across the Group of Four (G-4) a focus remains towards reducing excess market liquidity and containing inflationary pressures stemming from, relatively low risk premiums, generally higher confidence and stronger economic activity. Long term bond prices retreated and European bonds finished down approximately 0.9% while U.S. bond prices fell 1.0% in value. Japanese prices countered the trend increasing 0.3% with revised uncertainty of near term monetary policy changes. However, losses were posted in the middle part of the first quarter partly due to the revisions of market sentiment based on seeming evidence of some slowing in U.S. real growth coupled with a continuation of rising growth prospects particularly in Europe and Asia. The first quarter ended with profits posted to the Fund as short term yields continued to move up outside the U.S. coupled with the fixed income trading. Profits were posted to the Fund as the fixed income market started the second quarter with a strong U.S. non-farm payroll number that suggested a resumption of an upward growth path, however, the GDP came out at only +1.3%, the lowest seen in 4 years, which suggested a possible continuation of slowing.   Net for the period, long-term bond prices moved sideways while short term yields continued to move up outside the U.S. In the 10-year sector, European bonds finished down approximately 0.7%, while U.S. bond prices rose 0.1% in value. Japanese fixed income prices finished up 0.3% with revised uncertainty of near term monetary policy changes. The fixed income portfolio provided a positive impact with a short position in rates across markets brought the overall strategy close to flat mid quarter. The fixed income sector benefited at the quarters end from liquidations in global bond markets as consensus shifted from an ease to a tightening. The beginning of the third quarter was

 

18



 

challenging due to the subprime mortgage problems impacting global markets and U.S. interest rates starting to reverse their trends of factoring a tightening of rates causing the losses to be posted to the Fund. The Federal Funds futures had factored in an ease of 25 basis points by December 2007. The shorter end of international curves showed less of a reaction due to a view that the problem will be contained in the U.S.  Also, continued strength in underlying economic fundamentals brought another rate hike by the Bank of England. Profits were posted to the Fund mid quarter as the Federal Reserve lowered the discount rate to 5.75% from 6.25% in an attempt to boost credit markets. Continued money market concerns caused short term U.S. treasury bills to have volatile swings up to 100 basis points in one day.  The United Kingdom is showing first signs that past interest rate hikes are having an impact on its economy. The Federal Reserve cutting rates by 50 basis points bringing the Federal Funds rate down to 4.75% and adding stability into financial markets at the end of the third quarter, it was not enough to offset the losses posted to the Fund. In the fourth quarter, the Federal Reserve lowered rates by 50 basis points on Federal Funds and Discount Rate. The Federal Reserve and other Central Banks executed an additional ease by providing funds through an auction process over the year end. The S&P downgraded its outlook of two major bond insurers, MBIA and Ambac which increased concerns for credit concerns in financial markets. The year ended with profits being posted to the Fund.

 

The agriculture sector posted profits for the Fund. The agricultural market was soft which attributed to the difficult trading environment resulting in the Fund posting losses at the beginning of the year. The losses posted to the Fund at the beginning of the year were offset through profits being posted to the Fund throughout the second quarter as wheat was the best performer in grains as dry conditions throughout the world had estimates of wheat stocks around a 30-year low, the ending stocks to use ratio is expected to be 20% for 2007-2008 (the lowest in 11 years). Soybeans also had a strong second quarter as forecasts on planting acreage was among the lowest in 12 years as more focus shifts to corn for ethanol production. Dry weather in China contributed to a squeeze in supply as China is the world’s largest buyer of oilseed.  The rally in commodities such as cotton, sugar, hogs and cattle moved up to 80% at the beginning of the third quarter. Profits continued to be posted to the Fund mid-quarter as wheat had a strong month in connection with a continued drought in Australia, Canada, and other parts of Europe. U.S. supplies and inventories were among their lowest in 26 years. Wheat continued to trade strong at the end of the third quarter due to the on-going drought conditions. The softs reduced performance by approximately 1.40% with coffee and wheat the primary contributors to the loss at the beginning of the fourth quarter. Wheat graded strong as a weak dollar increased speculation that demand will grow outside the United States. Also, inventories will probably be lowered by continued drought conditions in the U.S. plain region.   Soybean futures rose to among their highest level in 34 years as drought conditions hit Argentina.  Sugar rose to its highest level in 10 months as shipment delays from India were expected due to bottlenecks at ports as the year ended.

 

The metals sector posted profits for the Fund. Due to volatility in the market the only profits posted to the Fund at the beginning of the year was during the middle part of the first quarter partly due to the response in the market specific demand data which caused copper to move lower and broader commodities to fluctuate. At the beginning of the second quarter profits were posted to the Fund due to the Asian demand for copper and zinc. Profits were posted to the Fund at the beginning of the third quarter as copper remained strong partly due to the labor unrest in Central and South America. Losses were posted to the Fund mid-quarter as industrial metals weakened from expected slowing demand, however offset at the end of the third quarter with profits posted for the Fund as gold prices firmed on the continued weakness of the dollar and overall credit concerns. The year ended with profits posted to the Fund as gold continued to climb on the weakness of the U.S. dollar finishing the year with its best yearly gain since 1979.

 

The currency sector was also profitable for the Fund. At the beginning of the first quarter profits were posted to the Fund due to the U.S. dollar reversed losses to move slightly higher by 1.2%, subject to the new evidence of sustained U.S. growth. However, losses were posted to the Fund mid-quarter through the end of the first quarter as the U.S. dollar resumed moving slightly lower again subject to the new evidence of moderating U.S. growth and inflation. The second quarter began with a small loss being posted to the Fund due to market volatility and a minimal gain mid quarter. The U.S. dollar long positions and the Gilt markets provided most of the gains at the end of the second quarter. The third quarter began with profits being posted to the Fund as the fixed income portions were set up well to take in a period of global equity volatility. Profits continued to be posted through mid-quarter as the fixed income book continued to benefit from a period of global equity volatility. However, the quarter ended with a small loss due to the fixed income portion of the sector which was basically long Euro dollars and short the very short duration instruments in the Euro zone.  The year ended with profits posted to the Fund in spite of the continued turmoil in the financial markets.

 

19



 

2006

 

Total Trading
Profit (Loss)

 

 

 

 

 

Metals

 

$

(95,103

)

Agricultural Commodities

 

(10,685

)

Currencies

 

81

 

Energy

 

(81,657

)

Interest Rates

 

(31,799

)

Subtotal

 

(219,163

)

Change in Brokerage Commissions Payable

 

(1,782

)

Total

 

$

(220,945

)

 

The Fund posted an overall loss for the period with currency sector posting gains and agriculture, interest rates, energy and the metal sectors posting losses as the Fund started trading December 1, 2006.

 

The currency sector was the most profitable for the Fund.  The U.S. dollar furthered recent losses to move slightly lower by 0.3%, subject to the then expected U.S. Federal Reserve policy modifications.

 

The agricultural sector posted losses for the Fund. The agricultural market was soft which attributed to the difficult trading environment resulting in the Fund posting losses for this sector.

 

The interest rate sector posted losses for the Fund. The year end revisions of sentiment were based on potentially stronger U.S. real growth and improving assessments for growth prospects particularly in Europe and the Pacific Rim. The U.S. Federal Reserve, now data-driven, once again validated its stance by refraining from another interest rate increase. Concurrently, the European Central Bank and Bank of England continue to focus on reigning in renewed inflationary expectations through higher market interest rates.

 

The energy sector posted losses for the Fund. Energy prices dropped sharply from a combination of weather, sanguine geo-political concerns and near-term inventory patterns worldwide.

 

The metals sector was the least profitable for the Fund. The metals collectively managed to lose value in response to market specific demand data, moving copper lower by 9.5% and gold decreased roughly 1.7%.

 

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 the period set forth above in “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’s assets.  Brokerage Commissions, which are not based on a percentage of the Fund’s assets, are based on actual round turns.  The Performance Fees payable to APM are based on the new Trading Profits generated by the Fund excluding interest and after reduction of the Brokerage Commissions.

 

20



 

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.

 

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 APM 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 only wait ten business days to receive the full redemption proceeds of their Units.

 

(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 Risks

 

Introduction

 

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

 

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

 

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

 

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

 

21



 

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 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

 

The Fund’s risk exposure in the various market sectors traded by APM is quantified below in terms of Value at Risk.  Due to the Fund’s mark-to-market accounting, any loss in the fair value of the Fund’s open positions is directly reflected in the Fund’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

 

Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95%-99% of the one-day time periods included in the historical sample (generally approximately one year) researched for purposes of establishing margin 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 year ended December 31, 2007 and for the period December 1, 2006 (commencement of operations) to December 31, 2006, the Fund’s average month-end Net Asset Value for all other purposes was approximately $32,675,322 and $8,820,717, respectively.

 

 

 

December 31, 2007

 

Market Sector

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
At Risk

 

Lowest Value
At Risk

 

 

 

 

 

 

 

 

 

 

 

Agricultural Commodities

 

$

19,276

 

0.06

%

$

58,422

 

$

2,586

 

Energy

 

19,519

 

0.06

%

51,490

 

1,215

 

Interest Rates

 

1,924,370

 

5.89

%

4,994,439

 

390,839

 

Metals

 

18,570

 

0.05

%

71,341

 

2,545

 

Currencies

 

1,986

 

0.01

%

11,880

 

9

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

1,983,721

 

6.07

%

5,187,572

 

$

397,194

 

 

22



 

 

 

December 31, 2006

 

Market Sector

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
At Risk

 

Lowest Value
At Risk

 

 

 

 

 

 

 

 

 

 

 

Agricultural Commodities

 

$

3,624

 

0.04

%

$

3,624

 

$

3,624

 

Interest Rates

 

584,122

 

6.62

%

584,122

 

584,122

 

Metals

 

2,777

 

0.03

%

2,777

 

2,777

 

Currencies

 

169

 

0.00

%

169

 

169

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

590,692

 

6.69

%

$

590,692

 

$

590,692

 

 

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

 

The face value of the market sector instruments held by the Fund is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund.  The magnitude of the Fund’s open positions creates a “risk of ruin” not typically found in most other investment vehicles.  Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Fund to incur severe losses over a short period of time.   The foregoing Value at Risk table — as well as the past performance of the Fund — gives no indication of this “risk of ruin.”

 

Non-Trading Risk

 

Foreign Currency Balances; Cash on Deposit with MLPF&S

 

The Fund has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial.

 

The Fund also has non-trading market risk on the approximately 90%-95% of its assets which are held in cash at MLPF&S. The value of this cash is not interest rate sensitive, but there is cash flow risk in that if interest rates decline so will the cash flow generated on these monies. This cash flow risk is immaterial.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

The following qualitative disclosures regarding the Fund’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Fund’s primary market risk exposures as well as the strategies used and to be used by MLAI and APM for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, and 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.

 

23



 

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.

 

Metals.

 

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

 

Agricultural Commodities

 

The Fund’s primary agricultural commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Grains, sugar, 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 British pounds 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.

 

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 APM to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual, except in cases in which it appears that APM 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 APM with the market risk controls being applied by APM itself.

 

Risk Management

 

APM 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.  APM double checks the accuracy of market data, and will not trade a market without

 

24



 

multiple price sources for analytical input.  In constructing a portfolio, APM seeks to control overall risk as well as the risk of any one position, and APM 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.  APM factors the point of exit into the decision to enter (stop loss).  The size of APM’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 APM 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 APM may vary the weighting at its discretion as market conditions, liquidity, position limit considerations and other factors warrant.

 

APM 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, APM 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 APM’s investment strategy.  At its discretion, APM 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 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 Profit (Loss) by Quarter

Five Quarters through December 2007

 

 

 

Fourth
Quarter
2007

 

Third
Quarter
2007

 

Second
Quarter
2007

 

First
Quarter
2007

 

Fourth
Quarter
2006

 

Total Income (Loos)

 

$

4,176,216

 

$

3,877,277

 

$

841,606

 

$

(5,175

)

$

(175,589

)

Total Expenses

 

988,948

 

854,595

 

330,753

 

198,051

 

36,978

 

Net Income (Loss)

 

$

3,187,268

 

$

3,022,682

 

$

510,853

 

$

(203,226

)

$

(212,567

)

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

0.0619

 

$

0.0758

 

$

0.0160

 

$

(0.0139

)

$

(0.0191

)

 


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

 

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

 

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

 

25



 

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:

 

·                                          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.

 

MLAI LLC, the Manager of ML APM Global Commodity FuturesAccess LLC, with the participation of the Manager’s Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of the end of the period covered by this annual report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective.  Additionally, there were no significant changes in the Fund’s internal controls or in other

 

26



 

factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Item 9B:  Other Information

 

Not Applicable.

 

27



 

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 has no officers or directors and is managed by MLAI. Trading decisions are made by APM 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.

 

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

 

28



 

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 had no sponsor interest in the Fund.

 

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 Appleton FuturesAccess LLC, ML Aspect 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 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.

 

Nominating Committee:

 

Not applicable. (Neither the Fund nor MLAI has 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.)

 

29



 

Item 11: Executive Compensation

 

The managers and officers of MLAI are remunerated by Merrill Lynch in their respective positions. The Fund does not itself have any officers, managers or employees.  The Fund pays Brokerage Commissions to an affiliate of MLAI and Sponsor 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:

 

None.

 

(b)                                 Security Ownership of Management:

 

As of December 31, 2007, MLAI owned no Unit-equivalent member interests, the principals of MLAI did not own any Units, and APM did not own any Units.

 

(c)                                  Changes in Control:

 

None.

 

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 APM, are affiliates of Merrill Lynch or have been approved by Merrill Lynch.  Merrill Lynch negotiated with APM over the level of its management fees and performance fees. However, none of the fees paid by the Fund to any Merrill Lynch party were negotiated, and they could be higher than would have been obtained in arms-length bargaining.

 

The Fund pays Merrill Lynch substantial Brokerage Commissions and Sponsor 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.

 

30



 

In 2007, the Fund expensed:  (i) Brokerage Commissions of $82,693 to MLPF&S (ii) management fees of $407,708 earned by APM and $135,902 earned by MLAI and (iii) sponsor fees of $465,974 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 year ended December 31, 2007 were $69,000. Aggregate fees billed for these services for the period ended December 31, 2006 were $18, 000.

 

(b)                                 Audit-Related Fees

 

There were no other audit-related fees billed for the period ended December 31, 2007, 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 year ended December 31, 2007 were $64,000. Aggregate fees billed for these services for the period ended December 31, 2006 were $27,500.

 

(d)                                 All Other Fees

 

No fees were billed by Deloitte & Touche LLP, Deloitte Tax LLP, or any member firms of Deloitte Touche Tohmatsu and their respective affiliates during the year ended December 31, 2007 and for the period ended December 31, 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.

 

31



 

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 Operations for the year ended December 31, 2007 and for the period December 1, 2006 (commencement of operations) to December 31, 2006

3

 

 

 

 

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

4

 

 

 

 

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

5-6

 

 

 

 

Notes to Financial Statements

7-13

 

 

 

 

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 APM Global Commodity FuturesAccess LLC.

 

 

 

 

 

Exhibit 3.01:

 

Is incorporated herein by reference from Exhibit 3.01 contained in the Registration Statement (File No. 000-52384) filed on December 20, 2004, on Form 10 under the Securities Exchange Act of 1934 (the “Registrant’s Registration Statement”).

 

 

 

 

 

3.02

3.02

 

Limited Liability Company Operating Agreement of ML APM Global Commodity FuturesAccess LLC.

 

 

 

 

 

Exhibit 3.02

 

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

 

 

 

 

 

3.03

10.01

 

Customer Agreement between ML APM Global Commodity FuturesAccess LLC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

 

 

 

 

Exhibit 10.01:

 

Is incorporated by reference from Exhibit 10.01 contained in the Registrant’s Registration Statement.

 

 

 

 

 

3.04

10.02

 

Advisory Agreement by and among ML Absolute Plus Management LLC and Merrill Lynch Alternative Investments LLC.

 

 

32



 

Exhibit 10.02:

 

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

 

 

33



 

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 APM GLOBAL COMMODITY FUTURESACCESS LLC

 

 

 

 

 

By: Merrill Lynch Alternative Investments LLC

 

 Its: 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 Manager

 

March 31, 2008

Paul F. 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 APM GLOBAL COMMODITY FUTURESACCESS LLC

 

2007 FORM 10-K

 

INDEX TO EXHIBITS

 

 

 

Exhibit

 

 

 

Exhibit 13.01

 

2007 Annual Report and Report of Independent Registered Public Accounting Firm

 

 

 

31.01 and 31.02

 

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

 

 

 

32.01 and 32.02

 

Section 1350 Certifications