ML BlueTrend FuturesAccess LLC - FORM 10-Q - May 15, 2017

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EX-32.02 - EX-32.02 - ML BlueTrend FuturesAccess LLCa17-8815_1ex32d02.htm
EX-32.01 - EX-32.01 - ML BlueTrend FuturesAccess LLCa17-8815_1ex32d01.htm
EX-31.02 - EX-31.02 - ML BlueTrend FuturesAccess LLCa17-8815_1ex31d02.htm
EX-31.01 - EX-31.01 - ML BlueTrend FuturesAccess LLCa17-8815_1ex31d01.htm

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended March 31, 2017

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission File Number 0-53794

 

ML BLUETREND FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

26-2581977

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

c/o Merrill Lynch Alternative Investments LLC

250 Vesey Street, 11th Floor

New York, New York 10281

(Address of principal executive offices)

(Zip Code)

 

609-274-5838

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

As of March 31, 2017, 17,990,780 units of limited liability company interest were outstanding.

 

 

 


 

ML BLUETREND FUTURESACCESS LLC

 

QUARTERLY REPORT FOR MARCH 31, 2017 ON FORM 10-Q

 

Table of Contents

 

 

 

 

 

PAGE

PART I—FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

1

 

 

 

 

 

Item 2.

 

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

 

15

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

22

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

27

 

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

27

 

 

 

 

 

Item 1A.

 

Risk Factors

 

27

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

28

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

28

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

28

 

 

 

 

 

Item 5.

 

Other Information

 

29

 

 

 

 

 

Item 6.

 

Exhibits

 

29

 


 

PART I - FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

ML BLUETREND FUTURESACCESS LLC
(A Delaware Limited Liability Company)

 

STATEMENTS OF FINANCIAL CONDITION
(unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2017

 

2016

 

ASSETS:

 

 

 

 

 

Equity in commodity trading accounts:

 

 

 

 

 

Cash (including restricted cash of $4,554,977 for 2017 and $4,832,601 for 2016)

 

$

16,894,721

 

$

19,116,422

 

Unrealized profit on open futures contracts

 

841,086

 

1,173,757

 

Unrealized profit on open forwards contracts

 

448,836

 

385,902

 

Cash and cash equivalents

 

397,878

 

576,602

 

Other assets

 

7,481

 

4,988

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

18,590,002

 

$

21,257,671

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ CAPITAL:

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Brokerage commissions payable

 

$

3,419

 

$

2,991

 

Sponsor and Advisory fees payable

 

46,640

 

55,014

 

Redemptions payable

 

1,485,738

 

999,745

 

Unrealized loss on open futures contracts

 

735,072

 

858,489

 

Unrealized loss on open forwards contracts

 

555,325

 

286,653

 

Other liabilities

 

277,937

 

261,019

 

 

 

 

 

 

 

Total liabilities

 

3,104,131

 

2,463,911

 

 

 

 

 

 

 

MEMBERS’ CAPITAL:

 

 

 

 

 

Members’ Capital (17,990,780 Units and 21,236,922 Units outstanding; unlimited Units authorized)

 

15,485,871

 

18,793,760

 

Total Members’ Capital

 

15,485,871

 

18,793,760

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBERS’ CAPITAL

 

$

18,590,002

 

$

21,257,671

 

 

 

 

 

 

 

NET ASSET VALUE PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

Class A

 

$

0.9041

 

$

0.9288

 

Class C

 

$

0.8387

 

$

0.8638

 

Class D

 

$

0.8132

 

$

0.8323

 

Class I

 

$

0.9363

 

$

0.9609

 

Class M

 

$

0.8810

 

$

0.9016

 

 

See notes to financial statements.

 

1


 

ML BLUETREND FUTURESACCESS LLC
(A Delaware Limited Liability Company)

 

STATEMENTS OF OPERATIONS
(unaudited)

 

 

 

For the three months
ended

 

For the three months
ended

 

 

 

March 31, 2017

 

March 31, 2016

 

TRADING PROFIT (LOSS):

 

 

 

 

 

 

 

 

 

 

 

Realized, net

 

$

180,075

 

$

2,865,896

 

Change in unrealized, net

 

(414,992

)

282,217

 

Brokerage commissions

 

(25,957

)

(33,823

)

 

 

 

 

 

 

Total trading profit (loss), net

 

(260,874

)

3,114,290

 

 

 

 

 

 

 

INVESTMENT INCOME (EXPENSE):

 

 

 

 

 

Interest, net

 

18,528

 

9,256

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Management fee

 

66,858

 

132,828

 

Sponsor fee

 

80,446

 

167,747

 

Performance fee

 

—

 

578,524

 

Other

 

110,013

 

114,012

 

Total expenses

 

257,317

 

993,111

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(238,789

)

(983,855

)

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(499,663

)

$

2,130,435

 

 

 

 

 

 

 

NET INCOME (LOSS) PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Units outstanding

 

 

 

 

 

Class A

 

1,954,637

 

3,242,639

 

Class C

 

13,074,000

 

22,026,550

 

Class D

 

100

 

100

 

Class I

 

1,842,131

 

2,060,470

 

Class M

 

3,683,124

 

4,689,757

 

 

 

 

 

 

 

Net income (loss) per weighted average Unit

 

 

 

 

 

Class A

 

$

(0.0243

)

$

0.0679

 

Class C

 

$

(0.0253

)

$

0.0644

 

Class D

 

$

(0.0190

)

$

0.0629

 

Class I

 

$

(0.0246

)

$

0.0702

 

Class M

 

$

(0.0206

)

$

0.0741

 

 

See notes to financial statements.

 

2


 

ML BLUETREND FUTURESACCESS LLC
(A Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016
(unaudited) (in Units)

 

 

 

Members’ Units
December 31, 2015

 

Subscriptions

 

Redemptions

 

Members’ Units March
31, 2016

 

 

Members’ Units
December 31, 2016

 

Subscriptions

 

Redemptions

 

Members’ Units
March 31, 2017

 

Class A

 

3,268,252

 

—

 

(93,841

)

3,174,411

 

 

1,990,714

 

—

 

(183,345

)

1,807,369

 

Class C

 

23,067,047

 

36,615

 

(3,704,395

)

19,399,267

 

 

13,665,089

 

—

 

(2,300,169

)

11,364,920

 

Class D

 

100

 

—

 

—

 

100

 

 

100

 

—

 

—

 

100

 

Class I

 

2,061,470

 

—

 

(3,000

)

2,058,470

 

 

1,842,131

 

—

 

(494,621

)

1,347,510

 

Class M

 

4,946,453

 

13,565

 

(703,533

)

4,256,485

 

 

3,738,888

 

—

 

(268,007

)

3,470,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Units

 

33,343,322

 

50,180

 

(4,504,769

)

28,888,733

 

 

21,236,922

 

—

 

(3,246,142

)

17,990,780

 

 

See notes to financial statements.

 

3


 

ML BLUETREND FUTURESACCESS LLC
(A Delaware Limited Liability Company)

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016
(unaudited)

 

 

 

Members’ Capital
December 31, 2015

 

Subscriptions

 

Redemptions

 

Net Income
(Loss)

 

Members’ Capital
March 31, 2016

 

 

Members’ Capital
December 31, 2016

 

Subscriptions

 

Redemptions

 

Net Income
(Loss)

 

Members’ Capital
March 31, 2017

 

Class A

 

$

3,482,898

 

$

—

 

$

(107,883

)

$

220,297

 

$

3,595,312

 

 

$

1,848,952

 

$

—

 

$

(167,407

)

$

(47,446

)

$

1,634,099

 

Class C

 

23,091,309

 

38,000

 

(3,959,947

)

1,418,056

 

20,587,418

 

 

11,803,478

 

—

 

(1,940,279

)

(331,080

)

9,532,119

 

Class D

 

94

 

—

 

—

 

6

 

100

 

 

83

 

—

 

—

 

(2

)

81

 

Class I

 

2,263,744

 

—

 

(3,568

)

144,618

 

2,404,794

 

 

1,770,104

 

—

 

(463,114

)

(45,274

)

1,261,716

 

Class M

 

5,041,040

 

15,000

 

(775,916

)

347,458

 

4,627,582

 

 

3,371,143

 

—

 

(237,426

)

(75,861

)

3,057,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Capital

 

$

33,879,085

 

$

53,000

 

$

(4,847,314

)

$

2,130,435

 

$

31,215,206

 

 

$

18,793,760

 

$

—

 

$

(2,808,226

)

$

(499,663

)

$

15,485,871

 

 

See notes to financial statements.

 

4


 

ML BLUETREND FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2017 (unaudited)

 

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

 

 

 

Class A

 

Class C

 

Class I

 

Class D

 

Class M

 

Per Unit Operating Performance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

0.9288

 

$

0.8638

 

$

0.9609

 

$

0.8323

 

$

0.9016

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and net change in unrealized trading profit (loss)

 

(0.0118

)

(0.0110

)

(0.0122

)

(0.0106

)

(0.0115

)

Brokerage commissions

 

(0.0013

)

(0.0012

)

(0.0014

)

(0.0012

)

(0.0013

)

Interest income, net

 

0.0009

 

0.0009

 

0.0010

 

0.0008

 

0.0009

 

Expenses

 

(0.0125

)

(0.0138

)

(0.0120

)

(0.0081

)

(0.0087

)

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

0.9041

 

$

0.8387

 

$

0.9363

 

$

0.8132

 

$

0.8810

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return: (a) (c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return before Performance fees

 

-2.66

%

-2.90

%

-2.56

%

-2.29

%

-2.29

%

Performance fees

 

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

Total return after Performance fees

 

-2.66

%

-2.90

%

-2.56

%

-2.29

%

-2.29

%

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Members’ Capital: (c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding Performance fees) (b)

 

1.36

%

1.61

%

1.26

%

0.98

%

0.99

%

Performance fees

 

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

Expenses (including Performance fees)

 

1.36

%

1.61

%

1.26

%

0.98

%

0.99

%

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss) (excluding Performance fees)

 

-1.26

%

-1.51

%

-1.16

%

-0.88

%

-0.89

%

Performance Fees

 

0.00

%

0.00

%

0.00

%

0.00

%

0.00

%

Net investment income (loss) (including Performance fees)

 

-1.26

%

-1.51

%

-1.16

%

-0.88

%

-0.89

%

 

(a) The total return is based on compounded monthly returns and is calculated for each class taken as a whole. An individual member’s return may vary from these returns based on timing of capital transactions.

(b) The expense ratios do not include brokerage commissions.

(c) The ratios and total return are not annualized.

 

See notes to financial statements.

 

5


 

ML BLUETREND FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 (unaudited)

 

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

 

 

 

Class A

 

Class C

 

Class I

 

Class D

 

Class M

 

Per Unit Operating Performance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of period

 

$

1.0657

 

$

1.0011

 

$

1.0981

 

$

0.9407

 

$

1.0191

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and net change in unrealized trading profit (loss)

 

0.0979

 

0.0920

 

0.1009

 

0.0863

 

0.0936

 

Brokerage commissions

 

(0.0011

)

(0.0010

)

(0.0011

)

(0.0009

)

(0.0011

)

Interest income, net

 

0.0003

 

0.0003

 

0.0003

 

0.0003

 

0.0003

 

Expenses

 

(0.0302

)

(0.0311

)

(0.0300

)

(0.0229

)

(0.0247

)

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

1.1326

 

$

1.0613

 

$

1.1682

 

$

1.0035

 

$

1.0872

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return: (a) (c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return before Performance fees

 

7.94

%

7.69

%

8.06

%

8.35

%

8.35

%

Performance fees

 

-1.67

%

-1.67

%

-1.67

%

-1.67

%

-1.67

%

Total return after Performance fees

 

6.27

%

6.02

%

6.39

%

6.68

%

6.68

%

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Members’ Capital: (c)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding Performance fees) (b)

 

1.10

%

1.35

%

1.00

%

0.72

%

0.72

%

Performance fees

 

1.62

%

1.62

%

1.62

%

1.60

%

1.62

%

Expenses (including Performance fees)

 

2.72

%

2.97

%

2.62

%

2.32

%

2.34

%

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss) (excluding Performance fees)

 

-1.07

%

-1.32

%

-0.97

%

-0.70

%

-0.69

%

Performance Fees

 

-1.62

%

-1.62

%

-1.62

%

-1.60

%

-1.62

%

Net investment income (loss) (including Performance fees)

 

-2.69

%

-2.94

%

-2.59

%

-2.30

%

-2.31

%

 

(a) The total return is based on compounded monthly returns and is calculated for each class taken as a whole. An individual member’s return may vary from these returns based on timing of capital transactions.

(b) The expense ratios do not include brokerage commissions.

(c) The ratios and total return are not annualized.

 

See notes to financial statements.

 

6


 

ML BLUETREND FUTURESACCESS LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS

(unaudited)

 

1.              ORGANIZATION

 

ML BlueTrend FuturesAccess LLC (the “Fund”), a FuturesAccessSM Program (“FuturesAccess”) fund, which is an investment company as defined by Accounting Standards Codification (“ASC”) guidance, was organized under the Delaware Limited Liability Company Act on April 30, 2008 and commenced trading activities on September 1, 2008. The Fund engages in the speculative trading of futures and forward contracts on a wide range of commodities. Systematica Investments Limited (acting as general partner of Systematica Investments LP) (“Trading Advisor”) is the trading advisor of the Fund. The Trading Advisor trades the BlueTrend Program (the “Trading Program”) for the Fund. The Trading Advisor has delegated the day-to-day operation of the Trading Program to affiliated sub-investment managers, Systematica Investments GP Limited and Systematica Investments Singapore Pte. Ltd. and may in the future delegate to other affiliated sub-investment managers.

 

Merrill Lynch Alternative Investments LLC (“MLAI”, the “Sponsor” or the “Managing Member”) is the sponsor and manager of the Fund. MLAI is an indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America Corporation and its affiliates are referred to herein as “BofA Corp.”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is currently the exclusive clearing broker for the Fund. MLAI may select other parties as clearing broker(s). Merrill Lynch International (“MLI”) is the primary foreign exchange (“F/X”) forward prime broker for the Fund. MLAI may select other of its affiliates, or third parties, as F/X or other over-the-counter (“OTC”) prime brokers. MLPF&S and MLI are BofA Corp. affiliates.

 

FuturesAccess is a group of managed futures funds sponsored by MLAI (“FuturesAccess Funds”).  FuturesAccess is exclusively available to investors that have investment accounts with Merrill Lynch Wealth Management, U.S. Trust and other divisions or affiliates of BofA Corp.  FuturesAccess Funds currently are composed of direct-trading funds advised by a single trading advisor. Although redemption terms vary among FuturesAccess Funds, FuturesAccess applies, with some exceptions, the same minimum investment amounts, fees and other operational criteria across all FuturesAccess Funds.  Each trading advisor participating in FuturesAccess employs different technical, fundamental, systematic and/or discretionary trading strategies.

 

Interests in the Fund are not insured or otherwise protected by the Federal Deposit Insurance Corporation or any other government authority. Interests are not deposits or other obligations of, and are not guaranteed by, BofA Corp. or by any bank.  Interests are subject to investment risks, including the possible loss of the full amount invested.

 

The Fund considers all highly liquid investments, with a maturity of three months or less when acquired, to be cash equivalents classified as Level II within the fair value hierarchy discussed in Note 3. As of March 31, 2017, the Fund held no cash equivalents.  Cash was held at a nationally recognized financial institution.

 

7


 

In the opinion of management, these interim financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of the Fund as of March 31, 2017 and December 31, 2016 and the results of its operations for the three month periods ended March 31, 2017 and 2016.  However, the operating results for the interim periods may not be indicative of the results for the full year.

 

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the Fund’s report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2016.

 

Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and such differences could be material.

 

8


 

2.              CONDENSED SCHEDULES OF INVESTMENTS

 

The Fund’s investments, defined as unrealized profit (loss) on open contracts on the Statements of Financial Condition, as of March 31, 2017 and December 31, 2016, are as follows:

 

March 31, 2017

 

 

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

Sector

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

on Open Positions

 

Members’ Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

20

 

$

1,105

 

0.01

%

(215

)

$

150,121

 

0.97

%

$

151,226

 

0.98

%

May 2017

Currencies-Forwards*

 

41,172,395

 

166,387

 

1.07

%

(41,382,555

)

(272,876

)

-1.76

%

(106,489

)

-0.69

%

June 2017

Energy

 

9

 

4,379

 

0.03

%

(82

)

(109,853

)

-0.71

%

(105,474

)

-0.68

%

April 2017 - July 2017

Interest rates

 

411

 

135,876

 

0.88

%

(430

)

(222,921

)

-1.44

%

(87,045

)

-0.56

%

June 2017 - March 2021

Metals

 

125

 

(21,102

)

-0.14

%

(92

)

(27,730

)

-0.18

%

(48,832

)

-0.32

%

April 2017 - July 2017

Stock indices

 

301

 

166,861

 

1.08

%

(84

)

29,278

 

0.19

%

196,139

 

1.27

%

April 2017 - June 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

453,506

 

2.93

%

 

 

$

(453,981

)

-2.93

%

$

(475

)

0.00

%

 

 

December 31, 2016

 

 

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

Sector

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

Contracts/Notional*

 

Profit (Loss)

 

Members’ Capital

 

on Open Positions

 

Members’ Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

116

 

$

(73,917

)

-0.39

%

(146

)

$

46,560

 

0.25

%

$

(27,357

)

-0.14

%

March 2017

Currencies-Forwards*

 

21,829,231

 

(35,467

)

-0.19

%

(36,605,247

)

134,716

 

0.72

%

99,249

 

0.53

%

March 2017

Energy

 

61

 

106,625

 

0.57

%

(12

)

(2,950

)

-0.02

%

103,675

 

0.55

%

January 2017 - April 2017

Interest rates

 

313

 

22,027

 

0.12

%

(515

)

41,780

 

0.22

%

63,807

 

0.34

%

March 2017 - December 2020

Metals

 

110

 

(6,210

)

-0.03

%

(118

)

(38,729

)

-0.21

%

(44,939

)

-0.24

%

January 2017 - April 2017

Stock indices

 

258

 

155,178

 

0.83

%

(242

)

64,904

 

0.35

%

220,082

 

1.18

%

January 2017 - March 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

168,236

 

0.91

%

 

 

$

246,281

 

1.31

%

$

414,517

 

2.22

%

 

 

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

 

No individual contract’s unrealized profit or loss comprised greater than 5% of Members’ Capital as of March 31, 2017 and December 31, 2016. With respect to each commodity industry sector listed in the above chart, the net unrealized profit (loss) on open positions is the sum of the unrealized profits (losses) of long positions and short positions, netting unrealized losses against unrealized profits as applicable.  Net unrealized profit and loss provides a rough measure of the exposure of the Fund to the various sectors as of the date listed, although such exposure can change at any time.

 

9


 

3.              FAIR VALUE OF INVESTMENTS

 

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price). All investments (including derivative financial instruments and derivative commodity instruments) are held for trading purposes.  The investments are recorded on trade date and open contracts are recorded at fair value (described below) at the measurement date. Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date.  Profits or losses are realized when contracts are liquidated.  Unrealized profits or losses on open contracts are included in Equity in commodity trading accounts on the Statements of Financial Condition.  Any change in net unrealized profit or loss from the preceding period/year is reported in the respective Statements of Operations.

 

The fair value measurement guidance established by U.S. GAAP is a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 

Level I — Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by the fair market value measurement guidance in U.S. GAAP, the Fund does not adjust the quoted price for these investments even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

 

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of generally accepted and understood models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.

 

Level III — Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. MLAI’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

 

10


 

The following is a description of the valuation methodologies used for investments, as well as the general classification of such investments pursuant to the valuation hierarchy.

 

Exchange traded investments are fair valued by the Fund by using the reported closing price on the primary exchange where such investments are traded.  These closing prices are observed through the clearing broker and third party pricing services. For non-exchange traded investments, quoted values and other data provided by nationally recognized independent pricing sources are used as inputs into the process for determining fair values.

 

The Fund has determined that Level I investments would include its futures and options contracts where quoted prices are available in an active market.

 

Where the Fund believes that quoted market prices are not available or that the market is not active, fair values are estimated by using observable prices of investments with similar characteristics and these are generally classified as Level II investments. The Fund determined that Level II investments would include its forwards and certain futures contracts.

 

Transfers of investments between different levels of the fair value hierarchy, if any, are recorded as of the beginning of the reporting period. There were no transfers to or from any level during the three month period ended March 31, 2017 or the year ended December 31, 2016.

 

The Fund’s unrealized profit (loss) on open forwards and futures contracts, by the above fair value hierarchy levels, as of March 31, 2017 and December 31, 2016, are as follows:

 

Net unrealized profit (loss)

 

 

 

 

 

 

 

 

 

on open contracts

 

Total

 

Level I

 

Level II

 

Level III

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Futures

 

$

841,086

 

$

672,970

 

$

168,116

 

$

—

 

Forwards

 

448,836

 

—

 

448,836

 

—

 

 

 

$

1,289,922

 

$

672,970

 

$

616,952

 

$

—

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Futures

 

$

735,072

 

$

502,342

 

$

232,730

 

$

—

 

Forwards

 

555,325

 

—

 

555,325

 

—

 

 

 

$

1,290,397

 

$

502,342

 

$

788,055

 

$

—

 

 

 

 

 

 

 

 

 

 

 

March 31, 2017

 

$

(475

)

$

170,628

 

$

(171,103

)

$

—

 

 

11


 

Net unrealized profit (loss)

 

 

 

 

 

 

 

 

 

on open contracts

 

Total

 

Level I

 

Level II

 

Level III

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Futures

 

$

1,173,757

 

$

699,495

 

$

474,262

 

$

—

 

Forwards

 

385,902

 

—

 

385,902

 

—

 

 

 

$

1,559,659

 

$

699,495

 

$

860,164

 

$

—

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Futures

 

$

858,489

 

$

366,235

 

$

492,254

 

$

—

 

Forwards

 

286,653

 

—

 

286,653

 

—

 

 

 

$

1,145,142

 

$

366,235

 

$

778,907

 

$

—

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

$

414,517

 

$

333,260

 

$

81,257

 

$

—

 

 

The Fund’s volume of trading forwards and futures as of the three month period ended March 31, 2017 and year ended December 31, 2016 are representative of the activity throughout these periods.

 

The Fund engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Such contracts meet the definition of a derivative as noted in the ASC guidance for accounting for derivative and hedging activities. The fair value amounts of, and the net profits and losses on, derivative instruments are disclosed in the Statements of Financial Condition and Statements of Operations, respectively. There are no credit related contingent features embedded in these derivative contracts. The total notional, number of contracts and fair values of derivative instruments by contract type/commodity sector are disclosed in Note 2.

 

The Fund maintains margin deposits and cash collateral with its futures and forwards brokers, respectively, based on the greater of exchange margin or amounts determined by the respective broker. At March 31, 2017 and December 31, 2016, the initial margin deposits (cash) are used to satisfy the margin requirements to establish the futures or forward contracts and are presented on the Statements of Financial Condition in Cash in the Equity in commodity trading accounts. The variation margin on open contracts is presented gross on the Statements of Financial Condition in Unrealized profit or loss on futures or forwards contracts, respectively. The Fund is subject to agreements which support the ability to settle net with its counterparties; however, the Fund has elected to present the related balances on the Statements of Financial Condition on a gross basis. The net of these amounts plus the restricted cash presented within the Cash in the Equity in commodity trading accounts on the Statements of Financial Condition represents the Fund’s net exposure.

 

The following table indicates the trading profits and losses before brokerage commissions, by commodity industry sector for each of the three month periods ended March 31, 2017 and 2016:

 

12


 

 

 

For the three months ended

 

For the three months ended

 

 

 

March 31, 2017

 

March 31, 2016

 

Commodity Industry Sector

 

profit (loss) from trading, net

 

profit (loss) from trading, net

 

 

 

 

 

 

 

Agriculture

 

$

(153,713

)

$

(59,348

)

Currencies

 

(217,414

)

382,829

 

Energy

 

(339,542

)

702,344

 

Interest rates

 

(451,568

)

1,997,590

 

Metals

 

(143,759

)

(165,649

)

Stock indices

 

1,071,079

 

290,347

 

 

 

 

 

 

 

Total, net

 

$

(234,917

)

$

3,148,113

 

 

The Fund is subject to the risk of insolvency of a counterparty, an exchange, a clearinghouse, MLPF&S or other BofA Corp. entities.  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 or other similar types of proceedings, 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.

 

4.              MARKET AND CREDIT RISKS

 

The nature of this Fund has certain risks, which cannot all be presented in the financial statements.  The following summarizes some of those risks.

 

Market Risk

 

Derivative instruments involve varying degrees of market risk.  Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Fund’s unrealized profit (loss) on open contracts on such derivative instruments as reflected in the Statements of Financial Condition.  The Fund’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Fund as well as the volatility and liquidity of the markets in which the derivative instruments are traded.  Investments in foreign markets may also entail legal and political risks.

 

MLAI has procedures in place intended to control market risk exposure, although there can be no assurance that it will, in fact, succeed in doing so.  These procedures focus primarily on monitoring the trading of the Trading Advisor, calculating the Net Asset Value of the Fund as of the close of business on each day and reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the markets to hedge or diversify the Fund’s market exposure, MLAI may urge the Trading Advisor to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk control procedures will consist of the process of Trading Advisor monitoring, with the market risk controls being applied by the Trading Advisor.

 

13


 

Credit Risk

 

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange/clearinghouse is pledged to support the financial integrity of the exchange/clearinghouse.  In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties.  Margins, which may be subject to loss in the event of a default, are generally required in exchange traded contracts, and in the over-the-counter markets counterparties may also require margin. The credit risk associated with these instruments from counterparty nonperformance is the unrealized profit (loss) on open contracts, if any, included in the Statements of Financial Condition.

 

MLAI, as sponsor of the Fund, has a general policy of maintaining clearing and prime brokerage arrangements with BofA Corp. affiliates, such as MLPF&S and MLI, although MLAI may engage non-BofA Corp. affiliated service providers as clearing brokers or prime brokers for the Fund. This policy may increase risk to the Fund by preventing the diversification of brokers used by the Fund.

 

The Fund, in its normal course of business, enters into various contracts, with MLPF&S acting as its futures clearing broker and MLI as its forwards prime broker.  In the event of default, all futures balances are eligible for offset with a net settlement due to MLPF&S. In the event of default, all forwards balances are eligible for offset with a net settlement due to MLI.

 

Indemnifications

 

In the normal course of business, the Fund has entered, or may in the future, enter into agreements that obligate the Fund to indemnify certain parties, including BofA Corp. affiliates. No claims have actually been made with respect to such indemnities and any quantification would involve hypothetical claims that have not been made. Based on the Fund’s experience, MLAI expects the risk of loss to be remote and, therefore, no provision has been recorded.

 

5.              RELATED PARTY TRANSACTIONS

 

MLAI owns 100 Class D Units which represent less than 1% of the Fund’s Net Asset Value as of March 31, 2017 and December 31, 2016.

 

MLAI, the Fund and certain other FuturesAccess Funds, MLAI’s HedgeAccess® Program of hedge funds and other BofA Corp. funds (each a “Serviced Fund” and collectively, the “Serviced Funds”) have entered into a transfer agency and investor services agreement with Financial Data Services, Inc. (the “Transfer Agent”), a wholly owned subsidiary of BofA Corp. and affiliate of MLAI.  The Transfer Agent provides registrar, distribution disbursing agent, transfer agent and certain other services related to the issuance, redemption, exchange and transfer of Units.  The fees charged by the Transfer Agent for its services were 0.02% per year of the aggregate net assets of the Serviced Funds. The fee is paid monthly in arrears.  The Transfer Agent also receives reimbursement for its out-of-pocket expenses and certain extraordinary expenses.  MLAI allocates the Transfer Agent fees to each of the Serviced Funds, including the Fund, on a monthly basis based on each Serviced Fund’s net assets. The Transfer Agent fee allocated to the Fund for the three month periods ended March 31, 2017, and 2016 amounted to $897 and $1,701, respectively, of which $941 and $1,055 was payable to the Transfer Agent as of March 31, 2017 and December 31, 2016, respectively.

 

14


 

Brokerage commissions, interest, net and Sponsor fees, as presented on the Statements of Operations, are all received from or paid to related parties. Equity in commodity trading accounts, including cash and Unrealized profit (loss), as presented on the Statements of Financial Condition are held with a related party.

 

6.              SUBSEQUENT EVENTS

 

As of May 15, 2017, the Sponsor has commenced a plan for liquidation as of June 30, 2017.

 

Management has evaluated the impact of subsequent events on the Fund through the date the financial statements were issued and has determined that there were no other subsequent events that require adjustments to, or disclosure in, the financial statements.

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

MONTH-END NET ASSET VALUE PER UNIT

 

The Fund calculates the Net Asset Value per Unit of each Class of Units as of the last calendar day of each month and as of any other dates MLAI may determine in its discretion (each, a “Calculation Date”). The Fund’s Net Asset Value as of any Calculation Date generally equals the value of the Fund’s account under the management of the Trading Advisor as of that date, plus any other assets held by the Fund, minus accrued Sponsor, management and performance fees, trading liabilities, including brokerage commissions, any offering or operating costs, and all other liabilities of the Fund. MLAI or its delegates are authorized to make all Net Asset Value determinations.

 

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

 

15


 

PERIOD-END NET ASSET VALUE PER INITIAL UNIT CLASS A

 

 

 

Jan. 

 

Feb.

 

Mar.

 

2016

 

$

1.1282

 

$

1.1534

 

$

1.1326

 

2017

 

$

0.9000

 

$

0.9193

 

$

0.9041

 

 

PERIOD-END NET ASSET VALUE PER INITIAL UNIT CLASS C

 

 

 

Jan. 

 

Feb.

 

Mar.

 

2016

 

$

1.0589

 

$

1.0816

 

$

1.0613

 

2017

 

$

0.8363

 

$

0.8536

 

$

0.8387

 

 

PERIOD-END NET ASSET VALUE PER INITIAL UNIT CLASS D

 

 

 

Jan. 

 

Feb.

 

Mar.

 

2016

 

$

0.9971

 

$

1.0207

 

$

1.0035

 

2017

 

$

0.8075

 

$

0.8259

 

$

0.8132

 

 

PERIOD-END NET ASSET VALUE PER INITIAL UNIT CLASS I

 

 

 

Jan. 

 

Feb.

 

Mar.

 

2016

 

$

1.1629

 

$

1.1893

 

$

1.1682

 

2017

 

$

0.9314

 

$

0.9518

 

$

0.9363

 

 

PERIOD-END NET ASSET VALUE PER INITIAL UNIT CLASS M

 

 

 

Jan. 

 

Feb.

 

Mar.

 

2016

 

$

1.0802

 

$

1.1058

 

$

1.0872

 

2017

 

$

0.8748

 

$

0.8947

 

$

0.8810

 

 

Liquidity and Capital Resources

 

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

 

Substantially all of the Fund’s assets are held in cash with the brokers. Changes in interest rates could cause periods of strong up or down price trends, during which the Fund’s profit or loss potential might increase. Inflation in commodity prices could also generate price movements, which the strategies might successfully follow. The Fund should be able to close out its open trading positions and liquidate its holdings relatively quickly and at market prices, except in unusual circumstances.  This typically permits the Fund to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so.

 

As a commodity pool, the Fund maintains an extremely large percentage of its assets in cash, which it must have available to post initial and variation margin on futures contracts.  This cash is also used to fund redemptions.  While the Fund has the ability to fund redemption proceeds from liquidating positions, as a practical matter positions are not liquidated to fund redemptions.  In the event that positions were liquidated to fund redemptions, MLAI, as the manager of the Fund, has the ability to override decisions of the Trading Advisor to fund redemptions if necessary, but in practice the Trading Advisor would determine in its discretion which investments should be liquidated.

 

16


 

For the three month period ended March 31, 2017, Fund capital decreased 17.60% from $18,793,760 to $15,485,871.  This decrease was attributable to the net loss from operations of $499,663, coupled with the redemption of 3,246,142 redeemable Units resulting in an outflow of $2,808,226. Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent months.

 

Critical Accounting Policies

 

Statement of Cash Flows

 

The Fund is not required to provide a Statement of Cash Flows.

 

Investments

 

All investments (including derivatives) are held for trading purposes.  Investments are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date.  Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date.  Profits or losses are realized when contracts are liquidated.  Unrealized profits or losses on open contracts are included as a component of equity in commodity trading accounts on the Statements of Financial Condition.  Realized profits or losses and any change in net unrealized profits or losses from the preceding period are reported in the Statements of Operations.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  For more information on the Fund’s treatment of fair value, see Financial Statements Note 3, Fair Value of Investments.

 

Futures Contracts

 

The Fund trades exchange listed futures contracts.  A listed futures contract is a firm commitment to buy or sell a standardized quantity of an underlying asset over a specified duration.  The Fund buys and sells contracts based on indices of financial assets such as stocks, domestic and global stock indices, as well as contracts on various physical commodities. Prices paid or received on these contracts are determined by the ask or bid provided by the exchanges on which they are traded.   Contracts may be settled in physical form or cash settled depending upon the contract.  Upon the execution of a trade, margin requirements determine the amount of cash that must be on deposit to secure the transaction.  These amounts are considered restricted cash on the Fund’s Statements of Financial Condition.  Contracts are priced daily by the Fund and the profit or loss is based on the daily mark to market and is recorded as unrealized profit (loss).  When the contract is closed, the Fund records a realized profit or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.  Because transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker or directly with the exchange on which the contracts are traded, credit exposure is limited.  Realized profit (loss), net and change in unrealized profit (loss), net on futures contracts are recognized in the period in which the contract is closed or the changes occur, respectively and are included in the Statements of Operations.  The Fund also trades futures contracts on the London Metals Exchange (LME). The valuation pricing for LME contracts is based on action of a committee that incorporates prices from the most liquid trading

 

17


 

sessions of the day and can also rely on other inputs such as supply and demand factors and bids and asks from open outcry sessions.

 

Forward Foreign Currency Contracts

 

Foreign currency contracts are those contracts where the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date.  Foreign currency contracts are valued daily, and the Fund’s net equity therein, representing unrealized profit or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition.  Realized profit (loss), net and change in unrealized profit (loss), net on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively and are included in the Statements of Operations.

 

Interest Rates and Income

 

BofA Corp.’s “Interest Earning Program”, which offers interest on cash balances subject to a negotiated schedule, will generally apply to Fund cash assets during any time they are maintained by MLAI with its affiliates.   The present interest rate under the Interest Earning Program on U.S. dollar cash balances is the daily effective federal funds rate less 20 basis points, recalculated and accrued daily, and subject to a floor of 0%, except for currencies designated by MLPF&S as “negative interest rate currencies”.  MLPF&S deposits certain of the Fund’s assets as margin or collateral with clearinghouses and/or depositories. As a result of the present low interest rate environment, these clearinghouses and depositories charge MLPF&S fees to account for the negative interest rates on cash balances for certain currencies, which may change from time to time. Accordingly, MLPF&S charges the Fund a “negative interest rate fee” for any currencies designated by MLPF&S as a “negative interest rate currency”.

 

Income Taxes

 

No provision for income taxes has been made in the accompanying financial statements as each investor is individually responsible for reporting income or loss based on such investor’s share of the Fund’s income and expenses as reported for income tax purposes.

 

The Fund follows the ASC guidance on accounting for uncertain tax positions. This guidance provides how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  This guidance also requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.  Tax positions with respect to tax at the Fund level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year.  A prospective investor should be aware that, among other things, income taxes could have a material adverse effect on the periodic calculations of the Net Asset Value of the Fund, including reducing the Net Asset Value of the Fund to reflect reserves for income taxes, such as foreign withholding taxes, that may be payable by the Fund. This could cause benefits or detriments to certain investors, depending upon the timing of their entry and exit from the Fund. MLAI has analyzed the Fund’s tax positions and has concluded that no provision for income tax is required in the Fund’s financial statements. The following is the major tax jurisdiction for the Fund and the earliest tax year subject to examination: United States — 2013.

 

18


 

Reform Act

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act amended the definition of “eligible contract participant” and the Fund expects to meet the amended definition as it applies to trading in “retail forex” transactions so long as its total assets exceed $10 million.  If the Fund does not meet the definition of “eligible contract participant” for purposes of trading in “retail forex” transactions, it could lead to the Fund being unable to trade such transactions in the interbank market and bearing higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees.  “Retail forex” markets available to parties that do not meet the definition of “eligible contract participant” could also be significantly less liquid than the interbank market.  Moreover, the creditworthiness of the counterparties with whom the Fund may be required to trade in such circumstances could be significantly weaker than the creditworthiness of MLI and the currency forward counterparties with which the Fund would otherwise engage for its currency forward transactions.

 

Results of Operations

 

January 1, 2017 to March 31, 2017

 

January 1, 2017 to March 31, 2017

 

The Fund experienced a net trading loss of $234,917 before brokerage commissions and related fees in the first quarter of 2017. The Fund’s profits were primarily attributable to the stock indices sector. The metals, agriculture, currencies, energy and interest rate sectors posted losses.

 

The stock indices sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter due to the Trading Program’s profits in NASDAQ and DAX. Profits were posted to the Fund in the middle of the quarter. The positive market sentiment managed to “drag up” other equity indices in Europe and Asia. The bond proxy type stocks were popular globally with utilities leading the way. The Trading Program posted profits in the S&P and NASDAQ. Profits were posted to the Fund at the end of the quarter. The Trading Program maintained a constant net long delta throughout March. Outperformance in Europe along with positive performance from both Asia and the U.S. led to profits in the equity space. Gains in the CAC 40 and EURO STOXX lead the way along with gains in volatility futures also providing performance.

 

The interest rate sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. The Trading Program continued with its short bonds (long yields) positioning throughout January. Some divergence appeared throughout the globe in momentum of yields. Japanese Government bonds spent its second consecutive month with positive, albeit small, yields. In Europe, yields continued to rise across the board, however yields in the U.S. could not eclipse the highs seen in December as a slightly more cautious approach appeared. A slight increase in delta occurred throughout January as the Trading Program’s positioning in European bonds transitioned from long to short. The Trading Program posted losses in U.K. gilts and German bobls which were their worst detractors. The risk in the G10 short rates was relatively quiet with only the European short end opening and then closing a short yield position. Losses were posted to the Fund in the middle of the quarter. The Trading Program continued with its short bonds (long yields) positioning throughout February. German two year yields trading negatively affected bonds across Europe, where yields fell throughout February. In the U.S., yields continued to trade sideways. The Trading Program posted losses in the sector with gains in the short German schatz and UK gilts being outpaced by the Canadian 10 year and a series of small losses elsewhere. Losses were posted to the Fund at the end of the quarter. March was volatile for bonds as the

 

19


 

Trading Program reversed positioning from short bonds (long yields) to long bonds (short yields). After a sharp initial selloff, yields across the globe went bid mid-way through the month despite a rate rise in the U.S. As monetary policies diverge between U.S. and Europe so do volatility of yields. The Trading Program reduced and flipped net delta from short to long yields throughout March.

 

The metals sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter. Base metals regained their favor with market participants and saw gains with lead, copper and aluminum leading the way. Precious metals had a constructive month as the U.S. dollar rally stalled and gains were witnessed in gold and silver. Net long delta increased as precious and base metals rallied throughout January. Losses were posted to the Fund in the middle of the quarter. A lack of major advancements in the U.S dollar led to a small squeeze in gold and silver. The Trading Program continued to be positioned net long in precious and base metals, however choppy sideways trading in base metals led to slight negative performance in February.  Losses were posted to the Fund at the end of the quarter. A turbulent month for precious metals saw the Fund lose and reclaim almost equal performance from start to finish in March. Base metals were mixed as the Trading Program continued to be positioned net long in precious and base metals, with a higher amount of delta associated with base metals. Choppy trading with no overall direction led to a negative performance.

 

The agriculture sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. The Trading Program saw sideways trading during January with products like wheat and corn continuing the consolidation trading ranges from previous months. Losses were posted to the Fund in the middle of the quarter. Despite a strong start at the beginning of February, the Trading Program saw weakness into month end. Some risk reduction was witnessed during February despite maintaining a net long position in the agriculture sector. The Trading Program’s gains in cocoa were outpaced by losses in wheat. The Trading Program’s minimal long positioning in the meats saw flat performance where a rally in live cattle was mirrored by a sell-off in lean hogs throughout the month. Profits were posted to the Fund at the end of the quarter. Wheat, corn and soybean lost ground after recent attempts at a rally. The Trading Program’s long positioning transitioned to net short delta throughout March.

 

The currency sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter.  A consistent occurrence in January was the U.S. dollar weakness generally across the board. The Mexican Peso lost a small amount versus the U.S. dollar throughout January. The Trading Program saw a consistent reduction of long U.S. dollar risk removed from both G10 and EM crosses for the majority of the month. The trend reversal of the U.S. dollar led to losses in January. Profits were posted to the Fund in the middle of the quarter. The U.S. dollar experienced mixed performance in G10 crosses where it gained versus nearly all except for Australian dollar, Japanese yen and Swedish krona. The trend was slightly different in EM crosses where emerging market currencies were mostly bid against the U.S. dollar. Having mixed exposure to the U.S. dollar with a preference for long emerging market currencies, while being short G10 crosses versus the U.S. dollar contributed to performance in the sector. The Trading Program posted profits in the FX space during February with gains in U.S. dollar -South African rand, U.S. dollar —Swedish krona and a series of small gains elsewhere. Losses were posted to the Fund at the end of the quarter. The British pound lost ground to most major currencies. The Trading Program was positioned long U.S. dollar versus EM currency pairs and vice versa against EM FX pairs. Despite some very small gains seen in EM FX these were overshadowed by losses after the sharp move lower in U.S. dollar.

 

The energy sector posted losses to the Fund. Losses were posted to the Fund at the beginning of the first quarter. January saw mainly sideways trading from the energy space. Choppy trading and a lack of direction led to a reduction in net long delta in the energies space throughout January. Profits were

 

20


 

posted to the Fund in the middle of the quarter. February saw a relatively flat month in the energy space with oil trading in a range with a slight bias to the upside. Choppy trading and a lack of direction led to a reduction in net long delta in the energies space throughout February. Losses were posted to the Fund at the end of the quarter. March was a volatile month in the energy space with oil reversing sentiment and selling off under the weight of some large builds in inventory. By month end, a rally was underway to squeeze oil back higher again. The Trading Program increased its net short delta in the energy space throughout the month.

 

January 1, 2016 to March 31, 2016

 

January 1, 2016 to March 31, 2016

 

The Fund experienced a net trading profit of $3,148,113 before brokerage commissions and related fees in the first quarter of 2016. The Fund’s profits were primarily attributable to the interest rates, energy, currency and stock indices sectors. The metals and agriculture sectors posted losses.

 

The interest rate sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter as the Trading Program continued its long positions in bonds (short yields) delta throughout January. Profits were posted to the Fund in the middle of the first quarter. The Trading Program continued with its long bonds (short yields) delta throughout February.  Long positions in the Japanese 10-year and gilt positions led the way in positive performance for bond contracts. Losses were posted to the Fund at the end of the quarter. The Trading Program entered March with long bonds (short yields), however, the whipsaw action in prices saw some reduction of this exposure at the start of the month, muting the benefits from the rise in bond prices seen towards the end of the month. Long positioning in Italian and U.S. government bonds benefited the Fund, but this positive performance was partially offset by negative performance from the Trading Program’s long positioning in the Australian 10-year and 3-year bonds.

 

The energy sector posted profits to the Fund. Profits were posted to the Fund at the beginning through the middle of the quarter. The Trading Program’s short positioning in natural gas and West Texas Intermediate were the top contributors in February. Losses were posted to the Fund at the end of the quarter. The Trading Program’s short positions in energies resulted in negative performance for the Fund, with natural gas and West Texas Intermediate finishing the month as the top detractors.

 

The currency sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter.  The U.S. dollar gained ground versus emerging market currencies in particular, as well as their G-10 counterparts. Three-month ATM-FX generally rose throughout January, with an unwinding of “carry pairs” mainly in AUD-JPY. The U.S. dollar index (DXY), regained lost ground. The Euro continued to trade sideways while still seeing plenty of intra-day volatility. The devaluation of the Japanese yen affected the Asia-Pacific region, with many pairs losing versus the dollar. In the FX space, top contributors to the Fund performance included the Canadian dollar and Mexican peso, while the New Zealand dollar and Polish zloty were the main detractors. Overall, within FX, the Fund increased its risk. Losses were posted to the Fund in the middle of the quarter due to sharp moves and trend reversals. Specifically, the U.S. dollar initially sold off as the Japanese yen showed some strength. This resulted in negative performance from the Trading Program’s short positions in the Japanese yen versus the U.S. dollar. Profits were posted to the Fund at the end of the quarter. The Trading Program had short positions in the U.S. dollar versus other currencies, which allowed the model to capitalize on the U.S. dollar weakness throughout March. The U.S. dollar lost ground after the G20 Summit in Shanghai, where various comments were made surrounding a lack of “currency wars”, coupled with a more dovish tone to

 

21


 

the most recent U.S. Federal Reserve language. While most of the G10 currency pairs gained versus the dollar, it was emerging market currencies that saw more pronounced gains. The Trading Program’s long positioning in the Polish zloty and Turkish lira (versus the U.S. dollar) were the top positions in the sector for March.

 

The stock indices sector posted profits to the Fund. Profits were posted to the Fund at the beginning of the first quarter. Top contributors to performance within equities included the Bovespa (Brazil) and Russell 2000 Index. Profits were posted to the Fund in the middle of the quarter. The Trading Program entered February with an aggregate net short exposure and maintained bearish positioning throughout the month to varying degrees. The top contributions came from long VIX and short NSE Nifty positions. Losses were posted to the Fund at the end of the quarter. The Trading Program entered March with a moderate net short position exposure, but as volatility came in and the month progressed, the aggregate exposure transitioned to a moderate net long delta. A large move lower in volatility indices resulted in the VIX Index trading back to lows not seen since last year.

 

The metals sector posted losses to the Fund. Profits were posted to the Fund at the beginning of the first quarter which reversed in the middle of the quarter. Metal prices squeezed higher off lows which hurt the Trading Program’s performance due to aggregate short positioning in metals contracts. Despite flipping from short to long positioning over February, silver and platinum were the top detractors in the metals sector. Losses were posted to the Fund at the end of the quarter. Metals were subject to profit taking and some locking-in of low prices at the beginning of March, followed by a drift back to flat performance towards the end of the month. Short palladium was the top detractor in the metals space.

 

The agriculture sector posted losses to the Fund.  Losses were posted to the Fund at the beginning of the first quarter due to a large squeeze in corn and wheat owing to a bullish crop report showing higher levels of exports. Profits were posted to the Fund in the middle of the quarter. The Trading Program short positions benefited the strategy and positive returns were generated from a sell-off in corn and wheat due to a strong supply environment. Losses were posted to the Fund at the end of the quarter. The Trading Program began with net short positions exposure that was considerably reduced by the end of March. Large trend reversals were seen as traders looked to position ahead of quarterly reports. The Trading Program’s short positioning in wheat and soybean contracts posted the largest losses in agricultures for the month.

 

The Fund has no applicable off-balance sheet arrangements or tabular disclosure of contractual obligations of the type described in Items 303(a)(4) and 303(a)(5) of Regulation S-K.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Introduction

 

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

 

Market movements result in frequent changes in the fair market value of the Fund’s open positions and, consequently, in its earnings and cash flow. The Fund’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market

 

22


 

value of financial instruments and contracts, the diversification effects among the Fund’s open positions and the liquidity of the markets in which it trades.

 

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

 

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

 

Quantifying The Fund’s Trading Value At Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding the Fund’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (“Securities Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

 

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

 

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

 

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

 

23


 

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

 

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

 

The following table indicates the average, highest and lowest trading Value at Risk associated with the Fund’s open positions by market category for the fiscal period. For the three month periods ended March 31, 2017 and 2016, the Fund’s average capitalization was $17,331,248 and $33,308,631, respectively.

 

March 31, 2017

 

 

 

Average Value

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector

 

at Risk

 

Capitalization

 

at Risk

 

at Risk

 

 

 

 

 

 

 

 

 

 

 

Agricultural Commodities

 

$

481,554

 

2.78

%

$

521,205

 

$

458,024

 

Currencies

 

339,096

 

1.96

%

367,017

 

322,527

 

Energy

 

335,864

 

1.94

%

363,519

 

319,453

 

Interest Rates

 

277,182

 

1.60

%

300,006

 

263,639

 

Metals

 

155,497

 

0.90

%

168,301

 

147,899

 

Stock Indices

 

624,575

 

3.60

%

676,002

 

594,056

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,213,768

 

12.78

%

$

2,396,050

 

$

2,105,598

 

 

March 31, 2016

 

 

 

Average Value

 

% of Average

 

Highest Value

 

Lowest Value

 

Market Sector

 

at Risk

 

Capitalization

 

at Risk

 

at Risk

 

 

 

 

 

 

 

 

 

 

 

Agricultural Commodities

 

$

250,739

 

0.75

%

$

270,483

 

$

237,064

 

Currencies

 

1,442,934

 

4.33

%

1,556,554

 

1,364,238

 

Energy

 

29,254

 

0.09

%

31,558

 

27,659

 

Interest Rates

 

749,162

 

2.25

%

808,153

 

708,304

 

Metals

 

164,830

 

0.49

%

177,809

 

155,840

 

Stock Indices

 

68,277

 

0.20

%

73,653

 

64,553

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,705,196

 

8.11

%

$

2,918,210

 

$

2,557,658

 

 

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.”

 

24


 

Non-Trading Risk

 

Foreign Currency Balances; Cash on Deposit with MLPF&S and MLI

 

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

 

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

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

The following qualitative disclosures regarding the Fund’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Fund’s primary market risk exposures as well as the strategies used and to be used by MLAI and the Trading Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Fund. There can be no assurance that the Fund’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of the time value of their investment in the Fund.

 

The following were the primary trading risk exposures of the Fund as of December 31, 2016, by market sector. There have been no material changes at March 31, 2017.

 

Interest Rates

 

Interest rate movements directly affect the price of derivative sovereign bond positions held by the Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may 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 may also take positions in the government debt of smaller nations. 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.

 

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Stock Indices

 

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

 

Metals

 

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

 

Agricultural Commodities

 

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

 

Energy

 

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

 

Qualitative Disclosures Regarding Non-Trading Risk Exposure

 

The following were the primary non-trading risk exposures of the Fund as of December 31, 2016. There have been no material changes at March 31, 2017.

 

Foreign Currency Balances

 

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

 

U.S. Dollar Cash Balance

 

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

 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

Trading Risk

 

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

 

26


 

Risk Management

 

The management of risk is an integral part of the Trading Program.  The Trading Advisor’s focus within risk management is on targeting, measuring and managing risk.  Owing to the leverage inherent in futures trading, position sizes are set according to the Trading Advisor’s expectation of the risk that the positions will provide, rather than the amount of capital required to fund the positions.

 

Non-Trading Risk

 

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

 

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

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

MLAI’s Chief Executive Officer and Chief Financial Officer, on behalf of the Fund, have evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act) with respect to the Fund as of the end of the quarter which ended March 31, 2017, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective.

 

Changes in Internal Control over Financial Reporting

 

No change in internal control over financial reporting (in connection with Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act) occurred during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.                                 Legal Proceedings

 

None.

 

Item 1A.  Risk Factors

 

There are no material changes from risk factors as previously disclosed in the Fund’s report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 17, 2017.

 

27


 

Item 2.                                 Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)  Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 thereunder.  The selling agent of the Units is MLPF&S.

 

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

 

CLASS A

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-17

 

$

—

 

—

 

$

0.9288

 

Feb-17

 

—

 

—

 

0.9000

 

Mar-17

 

—

 

—

 

0.9193

 

Apr-17

 

—

 

—

 

0.9041

 

 

CLASS C*

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-17

 

$

—

 

—

 

$

0.8638

 

Feb-17

 

—

 

—

 

0.8363

 

Mar-17

 

—

 

—

 

0.8536

 

Apr-17

 

—

 

—

 

0.8387

 

 

CLASS I

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-17

 

$

—

 

—

 

$

0.9609

 

Feb-17

 

—

 

—

 

0.9314

 

Mar-17

 

—

 

—

 

0.9518

 

Apr-17

 

—

 

—

 

0.9363

 

 

CLASS M

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-17

 

$

—

 

—

 

$

0.9016

 

Feb-17

 

—

 

—

 

0.8748

 

Mar-17

 

—

 

—

 

0.8947

 

Apr-17

 

—

 

—

 

0.8810

 

 

CLASS D

 

 

 

Subscription

 

 

 

 

 

Amount

 

Units

 

NAV (1)

 

Jan-17

 

$

—

 

—

 

$

0.8323

 

Feb-17

 

—

 

—

 

0.8075

 

Mar-17

 

—

 

—

 

0.8259

 

Apr-17

 

—

 

—

 

0.8132

 

 

(1) Beginning of the month Net Asset Value

 

(* For Class C — Effective after February 1, 2017, the Fund will no longer offer Class C Units to new or existing investors.)

 

Class A Units are subject to upfront sales commissions paid to MLPF&S ranging from 1.0% to 2.5% of  an investor’s gross subscription amount. Effective after February 1, 2017 the range of upfront sales commissions applicable to the Class A Units was updated to be up to 2.5%. Class D Units and Class I Units are subject to upfront sales commissions paid to MLPF&S up to 2.5% of an investor’s gross subscription amount. Sales commissions are directly deducted from subscription amounts.

 

(b)         Not applicable.

 

(c)          Not applicable.

 

Item 3.                                 Defaults Upon Senior Securities

 

None.

 

Item 4.                                 Mine Safety Disclosures

 

Not applicable.

 

28


 

Item 5.                                 Other Information

 

None.

 

Item 6.                                 Exhibits

 

The following exhibits are filed herewith to this Quarterly Report on Form 10-Q:

 

31.01 and

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

 

Exhibit 31.01

and 31.02  Are filed herewith.

 

32.01 and

32.02                   Section 1350 Certifications

 

Exhibit 32.01

and 32.02   Are filed herewith.

 

Exhibit 101   Are filed herewith.

 

The following materials from the Fund’s quarterly Report on Form 10-Q for the three month period ended March 31, 2017 formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Financial Condition (ii) Statements of Operations (iii) Statements of Changes in Members’ Capital (iv) Financial Data Highlights and (v) Notes to Financial Statements, tagged as blocks of text.

 

29


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

ML BLUETREND FUTURESACCESS LLC.

 

 

 

 

 

 

 

 

 

By:

MERRILL LYNCH ALTERNATIVE

 

 

 

INVESTMENTS LLC

 

 

 

(Manager)

 

 

 

 

 

 

 

 

Date: May 15, 2017

 

By:

/s/ NANCY FAHMY

 

 

 

Nancy Fahmy

 

 

 

Chief Executive Officer and President

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

Date: May 15, 2017

 

By:

/s/ BARBRA E. KOCSIS

 

 

 

Barbra E. Kocsis

 

 

 

Chief Financial Officer

 

 

 

(Principal Financial Officer)

 

30

ML BlueTrend FuturesAccess LLC Reports