EX-13.02 3 a13-1482_1ex13d02.htm EX-13.02

Exhibit 13.02

 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the Liquidation Basis of Accounting)

 

Financial Statements as of December 31, 2012 and December 31, 2011 and for the year ended December 31, 2012 and for the period November 1, 2011 (commencement of operations) to December 31, 2011 and Report of Independent Auditors (Expressed in United States Dollars)

 



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the liquidation basis of accounting)

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT AUDITORS

1

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Financial Condition as of December 31, 2012 and 2011

2

 

 

Statements of Operations for the year ended December 31, 2012 and for the period November 1, 2011 (commencement of operations) to December 31, 2011

3

 

 

Statements of Changes in Shareholders’ Equity for the year ended December 31, 2012 and for the period November 1, 2011(commencement of operations) to December 31, 2011

4

 

 

Financial Data Highlights for the year ended December 31, 2012 and for the period November 1, 2011 (commencement of operations) to December 31, 2011

6

 

 

Notes to Financial Statements

8

 



 

 

Independent Auditor’s Report

 

To the Shareholders of Highbridge Commodities FuturesAccess Master Fund Ltd.

 

We have audited the accompanying financial statements of Highbridge Commodities FuturesAccess Master Fund Ltd. (the “Fund”), which comprise the statement of financial condition as of December 31, 2012 and 2011, and the related statements of operations and of changes in shareholders’ equity and the financial data highlights for the year ended December 31, 2012 and the period from November 1, 2011 (commencement of operations) through December 31, 2011. These financial statements and financial data highlights are hereafter collectively referred to as “financial statements”.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Fund’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Highbridge Commodities FuturesAccess Master Fund Ltd. at December 31, 2012 and 2011, and the results of its operations and changes in its shareholders’ equity, and the financial data highlights for the year ended December 31, 2012 and the period from November 1, 2011 (commencement of operations) through December 31, 2011, in accordance with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

As discussed in Note 1 of the financial statements, a restructuring agreement was entered into on December 18, 2012 to liquidate the Fund effective December 31, 2012. As a result, the Fund’s basis of accounting for the year is the liquidation basis of accounting. Our opinion is not modified with respect to this matter.

 

 

March 27, 2013

 

PricewaterhouseCoopers, PO Box 258, Strathvale House, Grand Cayman KY1-1104, Cayman Islands

T: +1 (345) 949 7000, F: +1 (345) 949 7352, www.pwc.com/ky

 



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the liquidation basis of accounting)

 

STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2012 AND 2011

(Expressed in United States Dollars)

 

 

 

2012

 

2011

 

ASSETS:

 

 

 

 

 

Equity in commodity trading accounts:

 

 

 

 

 

Cash (including restricted cash of $5,369,620 for 2012 and $3,818,791 for 2011)

 

$

7,372,774

 

$

27,850,419

 

Net unrealized profit on open futures contracts

 

420

 

11,817

 

Cash

 

59,612,452

 

453,090

 

Other assets

 

100,000

 

10,000

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

67,085,646

 

$

28,325,326

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY:

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Net unrealized loss on open futures contracts

 

$

1,284,913

 

$

539,172

 

Advisory fees payable

 

81,977

 

34,534

 

Redemptions payable

 

65,499,227

 

10,024,233

 

Other liabilities

 

219,529

 

159,140

 

 

 

 

 

 

 

Total liabilities

 

67,085,646

 

10,757,079

 

 

 

 

 

 

 

Shareholders Equity:

 

 

 

 

 

Shareholders’ Equity (0 Units and 18,554,920 Units outstanding, unlimited Units authorized)

 

 

17,568,247

 

Total shareholders’ equity

 

0

 

17,568,247

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

67,085,646

 

$

28,325,326

 

 

 

 

 

 

 

NET ASSET VALUE PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

Class DA

 

$

 

$

0.9468

 

Class DI

 

$

 

$

 

Class DU

 

$

 

$

 

 

See notes to financial statements.

 

2



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the liquidation basis of accounting)

 

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012 AND

FOR THE PERIOD NOVEMBER 1, 2011 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2011

(Expressed in United States Dollars)

 

 

 

2012

 

2011

 

TRADING PROFIT (LOSS):

 

 

 

 

 

 

 

 

 

 

 

Realized, net

 

$

(13,138,768

)

$

(633,036

)

Change in unrealized, net

 

(757,138

)

(527,355

)

Brokerage commissions

 

(185,858

)

(16,544

)

 

 

 

 

 

 

Total trading profit (loss), net

 

(14,081,764

)

(1,176,935

)

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Management fee

 

906,749

 

65,076

 

Performance fee

 

26,577

 

 

Other

 

345,651

 

195,641

 

Total expenses

 

1,278,977

 

260,717

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(1,278,977

)

(260,717

)

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(15,360,741

)

$

(1,437,652

)

 

 

 

 

 

 

NET INCOME (LOSS) PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of Units outstanding

 

 

 

 

 

Class DA*

 

35,345,663

 

27,125,851

 

Class DI**

 

10,556,473

 

 

Class DU***

 

23,044,837

 

 

 

 

 

 

 

 

Net income (loss) per weighted average Unit

 

 

 

 

 

Class DA*

 

$

(0.2442

)

$

(.0530

)

Class DI**

 

$

(0.1072

)

$

 

Class DU***

 

$

(0.2430

)

$

 

 


*Units issued on November 1, 2011 and collapsed December 31, 2012. (Presentation of weighted average units outstanding and net income (loss) per weighted average units for this share class is for the period January 1, 2012 to December 31, 2012 and for the period November 1, 2011 to December 31, 2011.)

**Units issued on February 1, 2012 and fully liquidated September 30, 2012. (Presentation of weighted average units outstanding and net income (loss) per weighted average units for this share class is for the period February 1, 2012 to September 30, 2012.)

***Units issued on January 1, 2012 and collapsed December 31, 2012. (Presentation of weighted average units outstanding and net income (loss) per weighted average units for this share class is for the year 2012.)

 

See notes to financial statements.

 

3



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the liquidation basis of accounting)

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012 AND

FOR THE PERIOD NOVEMBER 1, 2011 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2011

(Expressed in Shares)

 

 

 

Initial Offering

 

Subscriptions

 

Redemptions

 

Shareholders’ Equity
December 31, 2011

 

Subscriptions

 

Redemptions

 

Shareholders’ Equity
December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class DA*

 

25,108,176

 

4,035,349

 

(10,588,605

)

18,554,920

 

47,141,133

 

(65,696,053

)

 

Class DI**

 

 

 

 

 

10,956,745

 

(10,956,745

)

 

Class DU***

 

 

 

 

 

43,160,050

 

(43,160,050

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shareholders’ Units

 

25,108,176

 

4,035,349

 

(10,588,605

)

18,554,920

 

101,257,928

 

(119,812,848

)

 

 


*Units issued on November 1, 2011 and collapsed December 31, 2012.

**Units issued on February 1, 2012 and fully liquidated September 30, 2012.

***Units issued on January 1, 2012 and collapsed December 31, 2012.

 

See notes to financial statements.

 

4



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the liquidation basis of accounting)

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2012 AND

FOR THE PERIOD NOVEMBER 1, 2011 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2011

(Expressed in United States Dollars)

 

 

 

Initial Offering

 

Subscriptions

 

Redemptions

 

Net
Income(loss)

 

Shareholders’ Equity
December 31, 2011

 

Subscriptions

 

Redemptions

 

Net
Income(loss)

 

Shareholders’ Equity
December 31, 2012

 

Class DA*

 

$

25,108,176

 

$

3,921,956

 

$

(10,024,233

)

$

(1,437,652

)

$

17,568,247

 

$

45,082,968

 

$

(54,021,031

)

$

(8,630,184

)

$

 

Class DI**

 

 

 

 

 

 

10,909,000

 

(9,777,638

)

(1,131,362

)

 

Class DU***

 

 

 

 

 

 

43,425,984

 

(37,826,789

)

(5,599,195

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Sharholders’ Equity

 

$

25,108,176

 

$

3,921,956

 

$

(10,024,233

)

$

(1,437,652

)

$

17,568,247

 

$

99,417,952

 

$

(101,625,458

)

$

(15,360,741

)

$

 

 


*Units issued on November 1, 2011 and collapsed December 31, 2012.

**Units issued on February 1, 2012 and fully liquidated September 30, 2012.

***Units issued on January 1, 2012 and collapsed December 31, 2012.

 

See notes to financial statements.

 

5



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the liquidation basis of accounting)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE YEAR ENDED DECEMBER 31, 2012

(Expressed in United States Dollars)

 

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

 

Per Unit Operating Performance:

 

Class DA*

 

Class DI**

 

Class DU***

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year or at time of offer

 

$

0.9468

 

$

1.0000

 

$

1.0000

 

 

 

 

 

 

 

 

 

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

 

(0.1491

)

(0.0935

)

(0.1565

)

Brokerage commissions

 

(0.0030

)

(0.0022

)

(0.0031

)

Expenses

 

(0.0227

)

(0.0137

)

(0.0264

)

Net asset value, before liquidation

 

0.7720

 

0.8906

 

0.8140

 

Less liquidating distribution

 

0.7720

 

0.8906

 

0.8140

 

Net asset value, end of year

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Total Return: (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return before Performance fees

 

-18.27

%

-10.98

%

-18.27

%

Performance fees

 

-0.29

%

-0.01

%

-0.58

%

Total return after Performance fees

 

-18.56

%

-10.99

%

-18.85

%

 

 

 

 

 

 

 

 

Ratios to Average Shareholder’s Equity: (a) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (excluding Performance fees)

 

2.12

%

2.13

%

2.12

%

Performance fees

 

0.26

%

0.00

%

0.49

%

Expenses (including Performance fees)

 

2.38

%

2.13

%

2.61

%

 

 

 

 

 

 

 

 

Net investment income (loss)

 

-2.38

%

-2.13

%

-2.61

%

 


(a) The ratios to average shareholders’ equity have been annualized. The total return ratios are not annualized.

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

 

*Units collapsed December 31, 2012.

**Units issued on February 1, 2012 and fully liquidated September 30, 2012.

***Units issued on January 1, 2012 and collapsed December 31, 2012.

 

See notes to financial statements.

 

6



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

(Under the liquidation basis of accounting)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE PERIOD NOVEMBER 1, 2011

(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 2011

(Expressed in United States Dollars)

 

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

 

Per Unit Operating Performance:

 

Class DA*

 

 

 

 

 

Net asset value at time of offer

 

$

1.0000

 

 

 

 

 

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

 

(0.0429

)

Brokerage commissions

 

(0.0006

)

Expenses

 

(0.0097

)

 

 

 

 

Net asset value, end of year

 

$

0.9468

 

 

 

 

 

Total Return: (b)

 

 

 

 

 

 

 

Total return before Performance fees

 

-5.32

%

Performance fees

 

0.00

%

Total return after Performance fees

 

-5.32

%

 

 

 

 

Ratios to Average Shareholder’s Equity: (a) 

 

 

 

 

 

 

 

Expenses (excluding Performance fees)

 

0.99

%

Performance fees

 

0.00

%

Expenses (including Performance fees)

 

0.99

%

 

 

 

 

Net investment income (loss)

 

-0.99

%

 


(a) The ratios to average shareholders’ equity have been annualized. The total return ratios are not annualized.

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

 

*Units issued on November 1, 2011.

 

See notes to financial statements.

 

7



 

HIGHBRIDGE COMMODITIES FUTURESACCESS MASTER FUND LTD.

(A Cayman Islands Company)

 

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars)

 

1.                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

Highbridge Commodities FuturesAccess Master Fund LTD. (the “Fund”), a Merrill Lynch FuturesAccessSM  Program (the “FuturesAccess”) fund, was organized under the laws of the Cayman Islands on June 28, 2011 and commenced trading activities on November 1, 2011. The Fund was registered under the Mutual Funds Law of the Cayman Islands on June 28, 2011. The Fund, which is the master part of a master-feeder structure invested substantially all of the feeder Fund’s assets which has the same investment objective as the feeder Funds. The Fund engaged in the speculative trading of futures on a wide range of commodities.

 

Merrill Lynch Alternative Investments LLC (“MLAI” or the “Sponsor”) is the sponsor and manager of the Fund. MLAI has delegated commodities trading authority for the Fund to Highbridge Capital Management, LLC (“HCM” or “Trading Advisor”). MLAI is an indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America Corporation and its affiliates are referred to herein as “BAC”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) was the exclusive clearing broker for the Fund. The Sponsor may have selected other parties as clearing broker(s). Currently, the Fund did trade currency spot and forward contracts. In the event the Fund could have traded such contracts, Merrill Lynch International Bank, Ltd. (“MLIB”) could have been the primary foreign exchange (“F/X”) forward prime broker for the Fund. The Sponsor may have selected other parties as F/X or other over-the-counter (“OTC”) prime brokers, including Bank of America N.A. (“BANA”).  MLPF&S, MLIB and BANA are BAC affiliates.

 

FuturesAccess is a group of commodity pools sponsored by MLAI (each pool is a “FuturesAccess Fund” or collectively, “FuturesAccess Funds”) each of which places substantially all of its assets in a managed futures or forward trading account managed by a single or multiple commodity trading advisors. Each FuturesAccess Fund is generally similar in terms of fees, although redemption terms vary among FuturesAccess Funds.  Each of the FuturesAccess Funds implements a different trading strategy.

 

The Fund offered, prior to the adopting of its plans to liquidating, three separate classes of shares which had identical terms. They were open to investment by the Highbridge Commodities FuturesAccess LLC (the “Onshore Fund”), Highbridge Commodities FuturesAccess Ltd. (the “Offshore Fund”) and BA Highbridge Commodities FuturesAccess LLC (the “BA Feeder”), respectively. Class DA is open exclusively to the Onshore Fund. Class DI is open exclusively to the Offshore Fund. Class DU is open exclusively to the BA Feeder.  The Offshore Fund liquidated as of September 30, 2012. The BA Feeder collapsed into the Onshore Fund as of December 31, 2012.

 

FuturesAccess is exclusively available to investors that have investment accounts with Merrill Lynch Wealth Management, U.S. Trust and other divisions or affiliates of BAC. Investors in FuturesAccess can select, allocate and reallocate capital among different FuturesAccess Funds, each

 

8



 

advised by either a single trading advisor or by the Sponsor which then allocates capital among multiple commodity trading advisors. Each trading advisor participating in FuturesAccess employs different technical, fundamental, systematic and/or discretionary trading strategies.

 

Interests in the Fund were 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, BAC or by any bank.  Interests are subject to investment risks, including the possible loss of the full amount invested.

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a liquidation basis. Liquidation basis financial statements required 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. All estimated expenses have been accrued for as of December 31, 2012 in accordance with U.S. GAAP on a liquidation basis.  Actual results could have differed from those estimates and such differences could have been material.

 

Initial Offering and Organizational Costs

 

Organization and Offering costs were amortized against the net asset value over 60 months, beginning with the first month-end after the initial issuance of Units for operational and investor trading purposes. However, for financial reporting purposes, organizational costs, to the extent material, will be shown as deducted from net asset value as of the date of such initial issuance. Initial offering costs, to the extent material, will be amortized over a 12-month period after the initial issuance of Units.

 

Statement of Cash Flows

 

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

 

Revenue Recognition

 

Commodity futures, options on futures and forward contract transactions are recorded on trade date. Open contracts are reflected in Net unrealized profit (loss) on open contracts in the Statement of Financial Condition as the difference between the original contract value and the market value (for those commodity interests for which market quotations are readily available) or at fair value. The change in unrealized profit (loss) on open contracts from one period to the next is reflected in Change in unrealized under Trading profit (loss), net in the Statement of Operations.

 

Trading profit (loss) includes brokerage commission costs on commodity contracts.

 

Foreign Currency Transactions

 

The Fund’s functional currency is the U.S. dollar; however, it may transact business in U.S. dollars and in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect as of the date of the

 

9



 

Statement of Financial Condition.  Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the year. Profits and losses resulting from the translation to U.S. dollars are included in Trading profit (loss) in the Statement of Operations.

 

Equity in Commodity Trading Accounts

 

A portion of the assets maintained at MLPF&S is restricted cash required to meet maintenance margin requirements.

 

Operating Expenses and Selling Commissions

 

The Fund paid for all routine operating costs (including ongoing offering costs, administration, custody, transfer, exchange and redemption processing, legal, regulatory filing, tax, audit, escrow, accounting and printing fees and other expenses) incurred by the Fund.

 

Income Taxes

 

The Fund should not be subject to U.S. Federal income taxes on income or gains from its trading (except in respect of any U.S. source dividends received in the course of such trading), provided that they did not engage in a trade or business within the United States to which such income or gains were effectively connected. Pursuant to a safe harbor rule under the U.S. tax code, a foreign corporation which traded securities or commodities for its own account should not be treated as engaged in a trade or business within the United States, provided that the foreign corporation was not a dealer in securities or commodities. The Fund and HCM conduct business in a manner so as to have met the requirements of the safe harbor rule.

 

The Fund has obtained an undertaking from the Cayman Islands’ authorities that, for a period of 20 years starting from July 26, 2011, no law which is enacted in the Cayman Islands imposing any tax or duty to be levied on income, profits, gains, or appreciation shall apply to the Fund or its operations, and no such tax or any tax in the nature of estate duty or inheritance tax shall be payable on or in respect of the Shares, debentures or other obligations of the Fund or by way of withholding in whole or in part of any payment of dividends or other distributions of income or of capital by the Fund to its Shareholders or any payment of principal or interest or other sums due under a debenture or other obligation of the Fund.

 

Distributions

 

Each Shareholder was entitled to receive, equally per Share, any distributions which would have been made by the Fund.  No such distributions have been declared for the year and period ended December 31, 2012 and 2011, respectively.

 

Subscriptions

 

Shares were offered as of the close of business at the end of each month. Shares were purchased as of the first business day of any month at Net Asset Value, but the subscription request were submitted at least three calendar days before the end of the preceding month. Subscriptions submitted less than three calendar days before the end of a month would have been applied to Shares subscriptions as of the beginning of the second month after receipt, unless revoked by MLAI.

 

10



 

Subscriptions were suspended on December 18, 2012 when the Fund adopted the liquidation basis of accounting.

 

Redemptions and Exchanges

 

A Shareholder may have redeemed or exchanged any or all of such Shareholder’s Shares at Net Asset Value as of the close of business, on the last business day of any month upon thirty eight calendar days’ notice (“notice period”).

 

A Shareholder in the Fund could have exchanged their Shares for Shares of the same Class in other Program Funds as of the beginning of each calendar month, upon thirty eight calendar days’ notice.  The minimum exchange amount was $10,000.

 

Redemption requests were accepted within the notice period.  The Fund did not accept any redemption requests after the notice period.  All redemption requests received after the notice period would have been processed for the following month.

 

Dissolution of the Fund and Basis of Presentation

 

On December 18, 2012, a Restructuring Agreement was among and executed by MLAI, the BA Feeder Fund, the Onshore Fund and the Fund. The Restructuring Agreement is to restructure the Funds such that the BA Feeder Fund will be liquidated and then the existing shareholders shall subscribe to the Onshore Fund as of January 1, 2013 (the “Effective Date”). The Fund on the effective date will contribute substantially all of its assets, including unamortized organizational and initial offering costs, cash (excluding only such cash as the BA Feeder Fund deems necessary to pay liquidation expenses) and its shares in the Fund to the Onshore Fund.  The Fund will liquidate and immediately following the BA Feeder Fund distribution, the Fund shall mandatorily redeem the shares of the Fund held by the Onshore Fund and pay the redemption proceeds in kind through the transfer of:

 

·                  cash from its account at MLPF&S or other custodian (except such cash as is necessary to pay liquidation expenses) to the account of the Onshore Fund or other custodian: and

 

·                  the open commodity positions in its account at MLPF&S to the account of the Onshore Fund.

 

Liquidation Basis of Accounting

 

As a result of the decision to place the fund into liquidation, the Fund changed its basis of accounting to be presented under the liquidation basis of accounting, which is another comprehensive basis of accounting under accounting principles generally accepted in the United States of America. Accordingly, the net assets of the Fund at December 31, 2012 are stated at liquidation value, i.e., the assets have been valued at their estimated fair values, and the liabilities include estimated amounts to be incurred through the date of liquidation of the Fund, which is in conformity with accounting principles generally accepted in the United States.

 

11



 

2.              CONDENSED SCHEDULE OF INVESTMENTS

 

The Fund’s investments, defined as net unrealized profit (loss) on open contracts on the Statement of Financial Condition, as of December 31, 2012 and 2011 are as follows:

 

December 31, 2012

 

 

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

 

Sector

 

Contracts

 

Profit (Loss)

 

Shareholders’ Equity

 

Contracts

 

Profit (Loss)

 

Shareholders’ Equity

 

on Open Positions

 

Shareholders’ Equity

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

707

 

$

(820,670

)

0.00

%

(239

)

$

45,945

 

0.00

%

$

(774,725

)

0.00

%

February 2013 - March 2013

 

Currencies

 

377

 

(284,530

)

0.00

%

 

 

0.00

%

(284,530

)

0.00

%

March 2013

 

Energy

 

288

 

599,893

 

0.00

%

(44

)

(116,420

)

0.00

%

483,473

 

0.00

%

January 2013 - February 2013

 

Metals

 

307

 

(408,218

)

0.00

%

(226

)

(300,493

)

0.00

%

(708,711

)

0.00

%

January 2013 - April 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

(913,525

)

0.00

%

 

 

$

(370,968

)

0.00

%

$

(1,284,493

)

0.00

%

 

 

 

December 31, 2011

 

 

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

 

Sector

 

Contracts

 

Profit (Loss)

 

Shareholders’ Equity

 

Contracts

 

Profit (Loss)

 

Shareholders’ Equity

 

on Open Positions

 

Shareholders’ Equity

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

480

 

$

23,249

 

0.13

%

(487

)

$

(2,379

)

-0.01

%

$

20,870

 

0.12

%

February 2012 - July 2012

 

Currencies

 

112

 

52,150

 

0.30

%

 

 

0.00

%

52,150

 

0.30

%

March 2012

 

Energy

 

165

 

(194,315

)

-1.11

%

(162

)

338,464

 

1.93

%

144,149

 

0.82

%

January 2012 - April 2012

 

Metals

 

366

 

(1,368,821

)

-7.79

%

(357

)

624,297

 

3.55

%

(744,524

)

-4.24

%

January 2012 - April 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

(1,487,737

)

-8.47

%

 

 

$

960,382

 

5.47

%

$

(527,355

)

-3.00

%

 

 

 

No individual contract’s unrealized profit or loss comprised greater than 5% of the Fund’s Shareholders’ Equity as of December 31, 2012.

 

12



 

3.                    FAIR VALUE OF INVESTMENTS

 

The Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (“ASC”) which provides authoritative guidance on fair value measurement. This guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

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 account on the Statement of Financial Condition.  Any change in net unrealized profit or loss from the preceding period is reported in the respective Statement of Operations.

 

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

 

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

 

Level I — Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by the fair market value measurement guidance, 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

 

13



 

existed. Investments that are included in this category generally are privately held debt and equity securities.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. 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.

 

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 its process for determining fair values.

 

The independent pricing sources obtain market quotations and actual transaction prices for securities that have quoted prices in active markets. Each source has its own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of “matrix pricing” in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair market value.

 

The Fund has determined that Level I securities would include all of its futures and options contracts where it believes that 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 quoted prices of securities with similar characteristics, pricing models or matrix pricing and these are generally classified as Level II securities. The Fund determined that Level II securities would include its forward and certain futures contracts.

 

14



 

The Fund’s net unrealized profit (loss) on open forward and futures contracts by the above fair value hierarchy levels as of December 31, 2012 and 2011 is as follows:

 

2012

 

Net unrealized profit (loss) 

 

 

 

 

 

 

 

 

 

on open contracts

 

Total

 

Level I

 

Level II

 

Level III

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

Long

 

$

(913,525

)

$

(1,117,092

)

$

203,567

 

$

 

Short

 

(370,968

)

(103,812

)

(267,156

)

 

 

 

$

(1,284,493

)

$

(1,220,904

)

$

(63,589

)

$

 

 

 

 

 

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

Long

 

$

 

$

 

$

 

$

 

Short

 

 

 

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

$

(1,284,493

)

$

(1,220,904

)

$

(63,589

)

$

 

 

2011

 

Net unrealized profit (loss) 

 

 

 

 

 

 

 

 

 

on open contracts

 

Total

 

Level I

 

Level II

 

Level III

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

Long

 

$

(1,487,737

)

$

(884,372

)

$

(603,365

)

$

 

Short

 

960,382

 

345,200

 

615,182

 

 

 

 

$

(527,355

)

$

(539,172

)

$

11,817

 

$

 

 

 

 

 

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

Long

 

$

 

$

 

$

 

$

 

Short

 

 

 

 

 

 

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

$

(527,355

)

$

(539,172

)

$

11,817

 

$

 

 

The Fund’s volume of trading forward and futures contracts at December 31, 2012 and 2011, respectively, are representative of the activity throughout the year. There were no transfers to or from Level I or Level II during 2012 and 2011.

 

The Fund engaged 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 derivatives and hedging activities. The fair value amounts of, and the

 

15



 

net profits and losses on, derivative instruments is disclosed in the Statement of Financial Condition and Statement of Operations, respectively. There are no credit related contingent features embedded in these derivative contracts. The total notional, contract amount or number of contracts and fair values of derivative instruments by contract type/commodity sector are disclosed in Note 2, above.

 

The following table indicates the trading profits and losses before brokerage commissions, by type/commodity industry sector, on derivative instruments for the year ended December 31, 2012 and the period ended December 31, 2011:

 

 

 

December 31, 2012

 

December 31, 2011

 

Commodity Industry Sector

 

profit (loss) from trading, net

 

profit (loss) from trading, net

 

 

 

 

 

 

 

Agriculture

 

$

(9,509,275

)

$

(167,845

)

Currencies

 

1,141,450

 

(714,656

)

Energy

 

(2,097,309

)

589,939

 

Metals

 

(3,430,772

)

(867,829

)

 

 

 

 

 

 

Total

 

$

(13,895,906

)

$

(1,160,391

)

 

The Fund is subject to the risk of insolvency of a counterparty, an exchange, a clearinghouse, MLPF&S or other BAC entities.  Fund assets could be lost or impounded during lengthy bankruptcy proceedings.  Where a substantial portion of the Fund’s capital was 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.                   RELATED PARTY TRANSACTIONS

 

The Fund has a transfer agency and investor services agreement with Financial Data Services, Inc. (the “Registrar and Transfer Agent”), a wholly-owned subsidiary of BAC and affiliate of MLAI. The Registrar and Transfer Agent perform the transfer agent and investor services functions for the Fund.  The agreement with the Registrar and Transfer Agent calls for a fee to be paid based on the collective net asset of funds managed or sponsored by MLAI. The fee rate ranges from 0.016% to 0.02% based on aggregate net assets.  MLAI allocates the Registrar and Transfer Agent fees to each of the managed/sponsored funds on a monthly basis based on the Fund’s net assets and the fee is payable monthly in arrears. The Registrar and Transfer Agent fee, which ranged between 0.018% and 0.02% of aggregate asset level, allocated to the Fund for the period ended December 31, 2012 and 2011 amounted to $6,443 and $891, respectively, of which $2,310 and $0  was payable to the Transfer Agent as of December 31, 2012 and 2011, respectively.

 

The Fund’s U.S. dollar assets are maintained at MLPF&S. On assets held in U.S. dollars, MLPF&S credits the Fund with interest at the most favorable rate payable by MLPF&S to accounts of BAC but not less than 75% of such prevailing rate. The Fund is credited with interest on any of its assets and net profits actually held by MLPF&S in non-U.S. dollar currencies at a prevailing local rate received by MLPF&S.  MLPF&S may derive certain economic benefit, in excess of the interest which MLPF&S pays to the Fund, from possession of such assets.

 

16



 

MLPF&S charges the Fund at prevailing local interest rates for financing realized and unrealized losses on the Fund’s non-U.S. dollar-denominated positions. Such amounts are netted against interest income due to the insignificance of such amounts.

 

The Fund does not charge Sponsor fees. The Sponsor fees are charged at the feeder fund level. The principal operating costs of the Fund are the per-trade brokerage commissions paid to MLPF&S (a portion of which is paid to the Fund’s executing brokers, which may or may not include MLPF&S, as commissions for their execution services).

 

The Fund pays brokerage commissions on actual cost per round-turn. The average round-turn commission rate charged to the Fund for the year and period ended December 31, 2012 and 2011, respectively, was approximately $5.85 and $8.54, respectively (not including, in calculating round-turn, forward contracts on a futures-equivalent basis).

 

Brokerage Commissions, Interest and Sponsor fees as presented on the Statement of Operations are all received from or paid to related parties. Equity in commodity trading accounts, including cash and net unrealized profit/loss, as seen on the Statement of Financial Condition are held with a related party.

 

5.                    ADVISORY AGREEMENT

 

The Fund and HCM have entered into an advisory agreement. This agreement shall continue in effect until October 1, 2013.  Thereafter, this agreement shall be automatically renewed for three successive one-year periods, on the same terms, unless terminated at any time by either HCM or the Fund upon 90 days written notice to the other party before the expiration of the then-current term. HCM determines the commodity futures, options on futures and forward contract trades to be made on behalf of their respective Fund accounts, subject to certain trading policies and to certain rights reserved by MLAI. This agreement terminated when the Fund adopted its plan of liquidation.

 

As of the last business day of each calendar month, the Fund shall pay the Trading Advisor a management fee equal to 1/12 of 1.50% (a 1.50% annual rate) of the month-end net asset value of the Fund, prior to reduction for any accrued Incentive Fees or for the management fee being calculated.

 

Performance fees are charged by the Fund on any New Trading Profit, as defined in the advisory agreement, and are payable to HCM as of either the end of each calendar year or upon any interim period for which there are net redemption of Units, to the extent of the applicable percentage of any New Trading Profit attributable to such Units. The HCFA Master Fund pays a 15% performance fee to HCM.

 

In order to help defray the costs of MLAI’s sponsoring and providing ongoing administration and operational support to the Fund, HCM will pay, or direct the Fund to pay, MLAI an amount equal to 40% of the Management Fee.

 

17



 

6.                    WEIGHTED AVERAGE UNITS

 

The weighted average number of Units outstanding for each class is computed for purposes of calculating net income (loss) per weighted average Unit.  The weighted average number of Units outstanding, for each class, for the year ended December 31, 2012 and for the period November 1, 2011 to December 31, 2011 equals the Units outstanding as of such date, adjusted proportionately for Units sold or redeemed based on the respective length of time each was outstanding during the year. There are no units outstanding as of December 31, 2012.

 

7.                    RECENT ACCOUNTING PRONOUNCEMENTS

 

In December 2011, the FASB issued an update to Disclosures about Offsetting Assets and Liabilities. This update enhances disclosures and provides for disclosures about financial instruments and derivative instruments that are either offset on the statement of financial condition or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial condition.  Entities are required to provide both net and gross information for these assets and liabilities.  An entity is required to apply the required disclosures for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  An entity should provide the disclosures required by this update retrospectively for all comparative periods presented. This update has no impact on the financial statements.

 

8.                    MARKET AND CREDIT RISKS

 

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

 

Market Risk

 

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

 

MLAI has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily on monitoring the trading of HCM, 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 HCM 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

 

18



 

will consist of the ongoing process of advisor monitoring, with the market risk controls being applied by HCM.

 

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 is pledged to support the financial integrity of the exchange.  In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties.  Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets.

 

The credit risk associated with these instruments from counterparty nonperformance is the Net unrealized profit (loss) on open contracts, if any, included in the Statement of Financial Condition. The Fund attempts to mitigate this risk by dealing exclusively with Merrill Lynch entities as clearing brokers.

 

The Fund, in its normal course of business, enters into various contracts with MLPF&S acting as its commodity broker.  Pursuant to the brokerage arrangement with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in Equity in commodity trading accounts on the Statement of Financial Condition.

 

Commitments and Contingencies

 

In the normal course of business the Fund has entered, or may in the future enter, into agreements that obligate` the Fund to indemnify third parties, including affiliates of the Fund, for breach of certain representations and warranties made by the Fund. 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 expected the risk of loss to be remote and, therefore, no provision has been recorded.

 

The Fund complied with the authoritative guidance on Accounting for Income Taxes which prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. MLAI analyzed the Fund’s tax positions taken on income tax returns in all jurisdictions for all open tax years (since inception date) and concluded that no provision for income tax is required in the Fund’s financial statements. MLAI is not aware of any tax events that are likely to occur in the next twelve months that would result in the amount of any unrecognized tax benefits or liabilities significantly increasing or decreasing for the Fund.

 

The Fund was considered a partnership for tax purposes and as such the income or loss is passed through to the Shareholders of the Fund. To the extent that the Fund may have taken an uncertain tax position in an associated tax exposure, any impact of this resulting exposure would be passed on to the Shareholders of the Fund.

 

19



 

9.                    SUBSEQUENT EVENTS

 

As discussed in Note 1 the transfer of the Fund’s net assets to the onshore fund officially took place on January 1, 2013.

 

Management has evaluated the impact of subsequent events on the Fund through March 27, 2013, the date the financial statements were available to be issued, and has determined that there were no other subsequent events that require adjustments to, or disclosure in, the financial statements.

 

20



 

          *     *     *     *     *     *     *     *     *     *      *

 

 

To the best of the knowledge and belief of the

 

 

undersigned, the information contained in this

 

 

report is accurate and complete.

 

 

 

 

 

/s/ Barbra E. Kocsis

 

 

Barbra E. Kocsis

 

 

Chief Financial Officer

 

 

Merrill Lynch Alternative Investments LLC

 

 

Sponsor of

 

Highbridge Commodities FuturesAccess Master Fund Ltd.

 

21