<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(x) Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 1998
or
( ) Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Commission file number: 0-21112
THE SECTOR STRATEGY FUND (SM) V L.P.
------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3674792
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
C/O MERRILL LYNCH INVESTMENT PARTNERS INC.
MERRILL LYNCH WORLD HEADQUARTERS
WORLD FINANCIAL CENTER
SOUTH TOWER, NEW YORK, NY 10080
--------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 236-5662
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
----
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Limited Partnership
-------------------
Units
- -----
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 ______
-----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value of the voting and non-voting common equity held by non-
affiliates of the registrant: the registrant is a limited partnership: as of
February 1, 1999, limited partnership units with an aggregate value of
$9,315,727 were outstanding and held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's "1998 Annual Report and Independent Auditors' Report," the
annual report to security holders for the fiscal year ended December 31, 1998,
is incorporated by reference into Part II, Item 8 and Part IV hereof and filed
as an Exhibit herewith.
<PAGE>
THE SECTOR STRATEGY FUND (SM) V L.P.
ANNUAL REPORT FOR 1998 ON FORM 10-K
Table of Contents
-----------------
<TABLE>
<CAPTION>
PART I PAGE
------ ----
<S> <C>
Item 1. Business............................................................................... 1
Item 2. Properties............................................................................. 6
Item 3. Legal Proceedings...................................................................... 6
Item 4. Submission of Matters to a Vote of Security Holders.................................... 7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................. 7
Item 6. Selected Financial Data................................................................ 8
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.. 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk............................. 17
Item 8: Financial Statements and Supplementary Data............................................ 17
Item 9: Changes in and Disagreements with Accountants on Accounting............................ 17
PART III
Item 10 Directors and Executive Officers of the Registrant..................................... 17
Item 11 Executive Compensation................................................................. 20
Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 20
Item 13. Certain Relationships and Related Transactions......................................... 20
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................ 22
</TABLE>
-i-
<PAGE>
PART I
ITEM 1: BUSINESS
--------
(a) General Development of Business:
-------------------------------
The SECTOR Strategy Fund (SM) V L.P. (the "Partnership") was
organized under the Delaware Revised Uniform Limited Partnership Act on July 16,
1992 and began trading operations on January 4, 1993. The Partnership made a
single offering of its units of limited partnership interest ("Units"); Units
may be redeemed as of the end of each calendar month. The Partnership engages
(currently, through an investment in a limited liability company (see below)) in
the speculative trading of a portfolio of futures, options on futures, forwards
and options on forward contracts and related options in the currencies, interest
rates, stock index, metals, agricultural and energy sectors of the world
commodity markets. The Partnership's objective is achieving, through speculative
trading, substantial capital appreciation over time, while also assuring
investors of at least a predetermined minimum Net Asset Value per Unit as of the
Principal Assurance Date.
Merrill Lynch Investment Partners Inc. (the "General Partner" or
"MLIP") is the general partner of the Partnership and selects and allocates the
Partnership's assets (through the Partnership's investment in ML Multi-Manager
Portfolio LLC ("MM LLC"), among professional advisors ("Trading
Advisors" or "Advisors"), each unaffiliated with MLIP and each of which trades
independently of the others. The Partnership and MM LLC are referred to
throughout this document, either individually and/or collectively, as the
"Fund". MLIP also determines what percentage of the Partnership's assets to
allocate to trading and what percentage to hold in reserve. Merrill Lynch
Futures Inc. (the "Commodity Broker" or "MLF") is the Partnership's commodity
broker. A portion of the Partnership's assets is held by a commodity broker,
other than MLF, to facilitate the trading of a certain independent advisor. The
General Partner is a wholly-owned subsidiary of Merrill Lynch Group, Inc.,
which, in turn, is a wholly-owned subsidiary of Merrill Lynch & Co., Inc.
("ML&Co."). The Commodity Broker is an indirect wholly-owned subsidiary of
ML&Co. (ML&Co. and its affiliates are herein sometimes referred to as "Merrill
Lynch.")
Prior to October 1, 1996, the Partnership placed assets with the
Trading Advisors by opening individual managed accounts with them. For the
period from October 1, 1996 to May 31, 1998, the Partnership placed assets with
certain of the Trading Advisors through investing in private funds ("Trading
LLCs") sponsored by MLIP, through which the trading accounts of different MLIP-
sponsored funds managed by the same Advisor pursuant to the same strategy were
consolidated. The only members of the Trading LLCs were commodity pools
sponsored by MLIP. Placing assets with an Advisor through investing in a Trading
LLC rather than a managed account had no economic effect on the Partnership,
except to the extent that the Partnership benefited from the Advisor not having
to allocate trades among a number of different accounts (rather than acquiring a
single position for the Trading LLC as a whole). As of June 1, 1998, MLIP
consolidated the trading accounts of nine of its multi-advisor funds (the
"Multi-Advisor Funds"), including the Partnership. The consolidation was
achieved by having these Multi-Advisor Funds invest in a single Delaware limited
liability company, MM LLC, which opened a single account with each Advisor
selected. MM LLC is managed by MLIP, has no investors other than the Multi-
Advisor Funds and serves solely as the vehicle through which the assets of such
Multi-Advisor Funds are combined in order to be managed through single rather
than multiple accounts. The placement of assets into MM LLC did not change the
operations or fee structure of the Partnership. The administrative authority
over the Partnership, as well as MM LLC, remains with MLIP. The following
disclosures relate to the operation of the Partnership through its investment in
MM LLC.
In addition to its investment in MM LLC, the Partnership
maintains a cash account. From time to time, the General Partner allocates and
reallocates Partnership assets among its investment in MM LLC and cash accounts
in an attempt to increase profit potential while limiting the downside risks
associated with futures and forward trading (in order to prevent ML&Co. from
incurring any obligations under its guarantee of a minimum Net Asset Value per
Unit, as described below). Initially, the General Partner allocated
approximately 30% of the Partnership's assets to cash and approximately 70% to
trading. As of December 31, 1998, 100% was invested in MM LLC.
-1-
<PAGE>
As of December 31, 1998, Units with an aggregate Net Asset Value
of $134,879,127 have been redeemed, the Partnership's capitalization is
$9,750,926, and the Net Asset Value of a Unit sold as of January 4, 1993 for
$100 was $134.13. As of December 31, 1998, the Fund had 666 Limited Partners.
ML&Co. guarantees that the Net Asset Value per Unit will equal at
least $105.77 as of December 31, 1999 (the "Principal Assurance Date").
The initial Principal Assurance Date was set at approximately five years after
trading commenced. Effective January 1, 1998 the Fund restarted its trading
program for a new Time Horizon of two years' duration. This guarantee does not
prevent substantial investor losses, but rather serves only as a form of "stop
loss," limiting the maximum loss which investors who retain their Units until
the Principal Assurance Date can incur. In order to protect ML&Co. from any
liability under its guarantee at such time, if any, as the Net Asset Value per
Unit were to decline to 110% or less of the present value of the guaranteed
minimum Net Asset Value discounted back from the Principal Assurance Date, MLIP
would terminate trading altogether in order to ensure that ML&Co. incurred no
financial obligation to the Fund under ML&Co.'s guarantee of the minimum Net
Asset Value per Unit.
Through December 31, 1998, the net gain in the Net Asset Value
per Unit was 34.13%. Through December 31, 1998, the highest month-end Net Asset
Value per Unit was $134.13 (December 31, 1998) and the lowest $98.60 (January
31, 1993).
(b) Financial Information about Segments:
The Partnership's business constitutes only one segment for
financial reporting purposes, i.e., a speculative "commodity pool." The
Partnership does not engage in sales of goods or services.
(c) Narrative Description of Business:
GENERAL
The Fund trades (currently, through its investment in MM LLC) in
futures, options on futures, forwards and options on forward contracts in major
sectors of the world economy, with the objective of achieving capital
appreciation over time, while assuring investors of at least a predetermined
minimum Net Asset Value per Unit as of the Principal Assurance Date.
The General Partner is the Partnership's trading manager, with
responsibility for selecting Advisors to manage MM LLC's assets, allocating and
reallocating MM LLC assets among different Advisors and determining the
percentage of the Partnership's assets to be invested in MM LLC from time to
time.
Although considered as a whole, the Partnership (currently,
through an investment in MM LLC) trades in a diversified range of international
markets. Certain of the Trading Advisors, considered individually, concentrate
primarily on trading in a limited portfolio of markets. The composition of the
"sectors" included in the Partnership's portfolio varies substantially over
time.
MLIP may, from time to time, direct certain individual Advisors
to manage their Fund accounts as if they were managing more equity than the
actual capital allocated to them.
One of the objectives of the Fund is to provide diversification
for a limited portion of the risk segment of the Limited Partners' portfolios.
Commodity pool performance has historically often demonstrated a low degree of
performance correlation with traditional stock and bond holdings. Since it began
trading, the Fund's returns have, in fact, frequently been significantly non-
correlated (not, however, negatively correlated) with the United States stock
and bond markets.
-2-
<PAGE>
ML&CO.'S "PRINCIPAL PROTECTION" UNDERTAKING TO THE FUND
ML&Co., the parent company of the Merrill Lynch organization, which
includes the General Partner and the Commodity Broker, has agreed to contribute
sufficient capital to the Partnership so that it will have adequate funds, after
adjustment for all liabilities to third parties, that the Net Asset Value per
Unit will be no less than $105.77 as of the Principal Assurance Date (December
31, 1999). This guarantee, which is effective only as of the Principal Assurance
Date, is a guarantee only of the minimum assured Net Asset Value (plus
distributions, if any), not against the loss of the time value of such
investment or a guarantee of profit. This guarantee is a general, unsecured
obligation of ML&Co.
OPERATION OF THE PARTNERSHIP AFTER THE SECOND PRINCIPAL ASSURANCE DATE
When the Fund reached its first Principal Assurance Date, MLIP
"restarted" the Fund's trading program and the ML&Co. guarantee for a two-year
period ending December 31, 1999. MLIP may determine to dissolve the Partnership
as of the Principal Assurance Date, to extend the ML&Co. guarantee for a certain
period of time (resetting the minimum Net Asset Value per Unit guaranteed by
ML&Co.) or to continue to operate the Fund without a "principal protection"
feature. All investors will be given notice by no later than November 15, 1999
as to what the operation of the Fund (if any) will be after the Principal
Assurance Date.
USE OF PROCEEDS AND INTEREST INCOME
Market Sectors. The Partnership (currently, through an investment
--------------
in MM LLC) trades in a diversified group of markets under the direction of
multiple independent Advisors. These Advisors can, and do, from time to time,
materially alter the allocation of their overall trading commitments among
different market sectors. Except in the case of certain trading programs which
are purposefully limited in the markets which they trade, there is essentially
no restriction on the commodity interests which may be traded by any Advisor or
the rapidity with which an Advisor may alter its market sector allocations.
The Fund's financial statements contain information relating to
the market sectors traded by the Fund. There can, however, be no assurance as to
which markets may be included in the Fund's portfolio or in which market sectors
the Fund's trading may be concentrated at any one time or over time.
Market Types. The Fund trades (currently through its investment
------------
in MM LLC) on a variety of United States and foreign futures exchanges.
Substantially all of the Fund's off-exchange trading takes place in the highly
liquid, institutionally-based currency forward markets.
Many of the Partnership's currency trades are executed in the
spot and forward foreign exchange markets (the "FX Markets") where there are no
direct execution costs. Instead, the participants, banks and dealers, including
Merrill Lynch International Bank ("MLIB"), in the FX Markets take a "spread"
between the prices at which they are prepared to buy and sell a particular
currency and such spreads are built into the pricing of the spot or forward
contracts with the Partnership. The General Partner anticipates that some of the
Partnership's foreign currency trades will be executed through MLIB, an
affiliate of the General Partner. MLIB has discontinued the operation of the
foreign exchange service desk, which included seeking multiple quotes from
counterparties unrelated to MLIB for a service fee and trade execution.
In its exchange of futures for physical ("EFP") trading, the
Partnership acquires cash currency positions through banks and dealers,
including Merrill Lynch. The Partnership pays a spread when it exchanges these
positions for futures. This spread reflects, in part, the different settlement
dates of the cash and the futures contracts, as well as prevailing interest
rates, but also includes a pricing spread in favor of the banks and dealers,
which may include a Merrill Lynch entity.
As in the case of its market sector allocations, the Fund's
commitments to different types of markets -- U.S. and non-U.S., regulated and
unregulated --differ substantially from time to time as well as over time.
-3-
<PAGE>
The Fund's financial statements contain information relating to
the types of markets traded by the Fund. There can, however, be no assurance as
to which markets the Fund may trade or as to how the Fund's trading may be
concentrated at any one time or over time.
Custody of Assets. The majority of the Fund's assets are
-----------------
currently held in customer accounts at Merrill Lynch.
Interest paid by Merrill Lynch on the Fund's U.S. Dollar and Non
----------------------------------------------------------------
U.S. Dollar Assets. A majority of the Fund's U.S. dollar assets are maintained
- ------------------
at MLF. On assets held in U.S. dollars, Merrill Lynch credits the Fund with
interest at the prevailing 91-day U.S. Treasury bill rate. The Fund is credited
with interest on any of its net gains actually held by Merrill Lynch in non-U.S.
dollar currencies at a prevailing local rate received by Merrill Lynch. Merrill
Lynch may derive certain economic benefit, in excess of the interest which
Merrill Lynch pays to the Fund, from possession of such assets.
Merrill Lynch charges the Fund Merrill Lynch's cost of financing
realized and unrealized losses on the Fund's non-U.S. dollar-denominated
positions.
____________________
CHARGES
The following table summarizes the charges incurred by the Fund during
1998, 1997, and 1996.
<TABLE>
<CAPTION>
1998 1997 1996
------------------------------------------------------------------------------------
% of Average % of Average % of Average
Dollar Month End Dollar Month End Dollar Month End
Cost Amount Net Assets Amount Net Assets Amount Net Assets
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brokerage $115,706 1.10% $348,042 2.69% $1,198,690 6.77%
Commissions
Administrative 3,306 0.03% 9,839 0.08% 30,735 0.17%
Fees
Profit Shares 74 0.00% 9,118 0.07% 50,339 0.28%
------------------------ ---------------------- -------------------------
Total $119,086 1.13% $366,999 2.84% $1,279,764 7.22%
======================== ====================== =========================
</TABLE>
____________________
Subsequent to October 1, 1996, Brokerage Commissions,
Administrative Fees and Profit Shares are not representative of the actual
amounts paid by the Fund, because the Fund paid the bulk of these fees as an
investor in the Trading LLCs or MM LLC. See "Description of Current Charges."
The foregoing table does not reflect the bid-ask spreads paid by
the Fund on its forward trading, or the benefits which may be derived by Merrill
Lynch from the deposit of certain of the Fund's U.S. dollar assets in offset
accounts.
-4-
<PAGE>
The Fund's average month-end Net Assets during 1998, 1997 and
1996 equaled $10,524,883, $12,922,688, and $17,712,482; respectively.
During 1998, 1997, and 1996, the Fund earned $69,400, $292,197;
$782,522; and in interest income, or approximately .66%, 2.26% and 4.42% of the
Fund's average month-end Net Assets.
Effective January 1, 1996, the 10% per annum Brokerage
Commissions paid by the Fund to MLF were recharacterized as 9.75% per annum
Brokerage Commissions and a 0.25% per annum Administrative Fee paid by the Fund
to MLIP. This recharacterization had no economic effect on the Fund.
As of February 1, 1997, the 9.75% per annum Brokerage Commissions
were reduced to 8.75% per annum (0.7291% of the Fund's month-end assets).
DESCRIPTION OF CURRENT CHARGES
RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
- --------- ----------------- -----------------
MLF Brokerage Commissions A flat-rate monthly commission of
0.7291 of 1% (an 8.75% annual
rate) of the Fund's month-end
assets committed to trading. As
of December 31, 1998
approximately 100% of the Fund's
assets were allocated to trading.
During 1998, 1997, and 1996, the
round-turn (each purchase and
sale or sale and purchase of a
single futures contract)
equivalent rate of the Fund's
flat-rate Brokerage Commissions
was approximately $126, $136, and
$55, respectively.
MLF Use of Fund assets Merrill Lynch may derive an
economic benefit from the deposit
of certain of the Fund's U.S.
dollar assets in offset accounts.
MLIP Administrative Fees The Fund pays MLIP a monthly
Administrative Fee equal to
0.02083 of 1% of the Fund's
month-end assets committed to
trading (0.25% annually). MLIP
pays all of the Fund's routine
administrative costs.
MLIB; Other Bid-ask spreads Bid-ask spreads on forward and
Counterparties related trades.
-5-
<PAGE>
Trading Advisors Profit Shares Prior to January 1, 1997, all
Advisors received quarterly
Profit Shares ranging from 15% to
25% (depending on the Trading
Advisor) of any New Trading
Profit achieved by their Fund
account. As of January 1, 1997, a
number of Advisors agreed to
receive only annual Profit
Shares. Profit Shares are also
paid upon redemption of Units and
upon the net reallocation of
assets away from an Advisor. New
Trading Profit is calculated
separately in respect of each
Advisor, irrespective of the
overall performance of the Fund.
The Fund may pay substantial
Profit Shares during periods when
it is incurring significant
overall losses.
Trading Advisors Consulting Fees MLF pays the Advisors annual
Consulting Fees ranging up to 2%
of the Partnership's average
month-end assets allocated to
them for management, after
reduction for a portion of the
brokerage commissions.
MLF; Extraordinary expenses Actual costs incurred; none paid
Others to date.
REGULATION
The General Partner, the Trading Advisors and the Commodity
Broker are each subject to regulation by the Commodity Futures Trading
Commission (the "CFTC") and the National Futures Association. Other than in
respect of its periodic reporting requirements under the Securities Exchange Act
of 1934, the Partnership itself is generally not subject to regulation by the
Securities and Exchange Commission. However, MLIP itself is registered as an
"investment adviser" under the Investment Advisers Act of 1940.
(i) through (xii) -- not applicable.
(xiii) The Partnership has no employees.
(d) Financial Information about Foreign and Domestic Operations and
---------------------------------------------------------------
Export Sales:
- ------------
The Partnership trades, (currently through its investment in MM
LLC), on a number of foreign commodity exchanges. The Partnership does not
engage in the sales of goods or services.
ITEM 2: PROPERTIES
----------
The Partnership does not use any physical properties in the
conduct of its business.
The Partnership's only place of business is the place of business
of the General Partner, Merrill Lynch World Headquarters, World Financial
Center, South Tower, New York, New York, 10080. The General Partner performs all
administrative services for the Partnership from the General Partner's offices.
ITEM 3: LEGAL PROCEEDINGS
-----------------
ML&Co. -- the sole stockholder of Merrill Lynch Group, Inc.
(which is the sole stockholder of MLIP) -- as well as certain of its
subsidiaries and affiliates have been named as defendants in civil actions,
arbitration proceedings and claims arising out of their respective business
activities. Although the ultimate outcome of these actions cannot be predicted
at this time and the results of legal proceedings cannot be predicted with
certainty, it is the opinion of management that the result of these matters will
not be materially adverse to the business operations of financial condition of
MLIP or the Fund.
-6-
<PAGE>
MLIP itself has never been the subject of any material
litigation.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
The Partnership has never submitted any matter to a vote of its
Limited Partners.
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
---------------------------------------------------------------------
Item 5(a):
(a) Market Information:
------------------
There is no public trading market for the Units, nor will one
develop. Rather, Limited Partners may redeem Units as of the end of each month
at Net Asset Value, subject to certain early redemption charges. Units redeemed
prior to the Principal Assurance Date are not entitled to any benefits of the
ML&Co. guarantee.
(b) Holders:
-------
As of December 31, 1998, there were 667 holders of Units,
including the General Partner.
(c) Dividends:
---------
The Partnership has made no distributions, nor does the General
Partner presently intend to make any distributions in the future.
Item 5(b)
Not applicable.
-7-
<PAGE>
ITEM 6: SELECTED FINANCIAL DATA
The following selected financial data has been derived from the audited
financial statements of the Partnership:
<TABLE>
<CAPTION>
For the Year For the Year For the Year For the Year For the Year
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
Statement of Operations Data 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Trading (Loss) Profit
Realized (Loss) Gain $ (70,297) $ 368,946 $ 1,264,013 $ 5,460,869 $ (1,405,309)
Change in Unrealized Loss (17,058) (39,093) (1,945,383) (152,635) (410,982)
------------------------------------------------------------------------------------------
Total Trading Results (87,355) 329,853 (681,370) 5,308,234 (1,816,291)
------------------------------------------------------------------------------------------
Interest Income 69,400 292,197 782,522 1,600,013 2,197,769
------------------------------------------------------------------------------------------
Total Revenues (17,955) 622,050 101,152 6,908,247 381,478
------------------------------------------------------------------------------------------
Expenses:
Brokerage Commissions 115,706 348,042 1,198,690 2,378,476 4,458,470
Administrative Fees 3,306 9,839 30,735 - -
Profit Shares 74 9,118 50,339 524,877 249,343
------------------------------------------------------------------------------------------
Total Expenses 119,086 366,999 1,279,764 2,903,353 4,707,813
------------------------------------------------------------------------------------------
Income from Investments 193,066 1,114,196 708,715 - -
------------------------------------------------------------------------------------------
Net Income (Loss) $ 56,025 $ 1,369,247 $ (469,897) $ 4,004,894 $ (4,326,335)
==========================================================================================
December 31, December 31, December 31, December 31, December 31,
Balance Sheet Data 1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fund Net Asset Value $ 9,750,926 $12,210,714 $14,034,296 $26,056,054 $38,533,142
Net Asset Value per Unit $ 134.13 $ 132.21 $ 119.09 $ 115.50 $ 101.12
---------------------------------------------------------------------------------------------
</TABLE>
The variations in income statement line items are primarily due to
investing in Trading LLCs and in MM LLC.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
MONTH-END NET ASSET VALUE PER UNIT
- -------------------------------------------------------------------------------------------------------------------
Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Dec.
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994 $101.89 $100.01 $101.05 $ 99.97 $102.92 $104.78 $104.26 $101.53 $101.84 $101.01 $102.90 $101.12
- -------------------------------------------------------------------------------------------------------------------
1995 $ 99.58 $103.91 $107.84 $109.57 $113.00 $110.57 $106.99 $105.71 $104.67 $104.05 $107.30 $115.50
- -------------------------------------------------------------------------------------------------------------------
1996 $115.53 $106.85 $105.04 $107.19 $104.38 $103.82 $104.12 $105.68 $109.65 $115.91 $122.45 $119.09
- -------------------------------------------------------------------------------------------------------------------
1997 $122.53 $124.41 $124.03 $120.91 $119.51 $120.99 $132.18 $126.72 $129.82 $128.17 $129.08 $132.21
- -------------------------------------------------------------------------------------------------------------------
1998 $130.73 $129.48 $128.35 $121.27 $124.04 $124.13 $124.30 $131.09 $133.89 $133.48 $133.60 $134.13
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
-8-
<PAGE>
THE SECTOR STRATEGY FUND (SM) V L.P.
December 31, 1998
Type of Pool: Selected-Advisor/Publicly-Offered/"Principal Protected"(1)
Inception of Trading: January 4, 1993
Aggregate Subscriptions: $137,500,000
Current Capitalization: $9,750,926
Worst Monthly Drawdown(2): (7.51)% (2/96)
Worst Peak-to-Valley Drawdown(3): (10.14)% (2/96-6/96)
_____________
Net Asset Value per Unit, December 31, 1998: $134.13
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
MONTHLY RATES OF RETURN/(4)/
---------------------------------------------------------------------------------------
MONTH 1998 1997 1996 1995 1994
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
January (1.12)% 2.89% 0.03% (1.52)% (2.95)%
---------------------------------------------------------------------------------------
February (0.96) 1.53 (7.51) 4.35 (1.84)
---------------------------------------------------------------------------------------
March (0.88) (0.31) (1.70) 3.79 1.04
---------------------------------------------------------------------------------------
April (5.52) (2.52) 2.05 1.61 (1.07)
---------------------------------------------------------------------------------------
May 2.28 (1.16) (2.62) 3.12 2.95
---------------------------------------------------------------------------------------
June 0.07 1.24 (0.54) (2.14) 1.80
---------------------------------------------------------------------------------------
July 0.14 9.25 0.28 (3.24) (0.49)
---------------------------------------------------------------------------------------
August 5.46 (4.13) 1.50 (1.20) (2.62)
---------------------------------------------------------------------------------------
September 2.14 2.45 3.76 (0.99) 0.31
---------------------------------------------------------------------------------------
October (0.31) (1.27) 5.71 (0.59) (0.82)
---------------------------------------------------------------------------------------
November 0.09 0.71 5.64 3.12 1.87
---------------------------------------------------------------------------------------
December 0.40 2.42 (2.74) 7.64 (1.73)
---------------------------------------------------------------------------------------
Compound Annual
Rate of Return 1.43% 11.00% 3.11% 14.22% (3.68)%
---------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to applicable CFTC regulations, a "Multi-Advisor"
fund is defined as one that allocates no more than 25% of its trading assets
(i.e., assets committed to trading) to any single manager. As the Fund may
allocate more than 25% of its trading assets to one or more Advisors, it is
referred to as a "Selected-Advisor" fund. Applicable CFTC regulations define a
"Principal Protected" fund as one which is designed to limit the loss of
participants' initial investment. MLIP's trading leverage policies and the
ML&Co. guarantee limit Limited Partners' losses on their Units to the time value
of their investments over the Time Horizon from the beginning of trading to the
Principal Assurance Date.
(2) Worst Monthly Drawdown represents the largest negative
Monthly Rate of Return experienced by the Fund; a drawdown is measured on the
basis of month-end Net Asset Value only, and does not reflect intra-month
figures.
(3) Worst Peak-to-Valley Drawdown represents the greatest
percentage decline from a month-end cumulative Monthly Rate of Return without
such cumulative Monthly Rate of Return being equaled or exceeded as of a
subsequent month-end. For example, if the Monthly Rate of Return was (1)% in
each of January and February, 1% in March and (2)% in April, the Peak-to-Valley
Drawdown would still be continuing at the end of April in the amount of
approximately (3)%, whereas if the Monthly Rate of Return had been approximately
3% in March, the Peak-to-Valley Drawdown would have ended as of the end of
February at approximately the (2)% level.
(4) Monthly Rate of Return is the net performance of the Fund
during the month of determination (including interest income and after all
expenses have been accrued or paid) divided by the total equity of the Fund as
of the beginning of such month.
-9-
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
RESULTS OF OPERATIONS
Advisor Selections
------------------
The Fund's results of operations depend on MLIP's ability to
select Advisors and the Advisors' ability to trade profitably. MLIP's selection
procedures and trading leveraging analysis, as well as the Advisors' trading
methods, are confidential, so that substantially the only available information
relevant to the Fund's results of operations is its actual performance record to
date. Because of the speculative nature of its trading, the Fund's past
performance is not necessarily indicative of its future results.
MLIP has made and expects to continue making frequent changes to
both trading asset allocations among Advisors and Advisor combinations as well
as from time to time adjusting the percentage of the Fund's assets committed to
trading.
MLIP's decision to terminate or reallocate assets among Advisors
is based on a combination of factors. Advisors are, in general, terminated
primarily for unsatisfactory performance, but other factors -- for example, a
change in MLIP's or an Advisor's market outlook, apparent deviation from
announced risk control policies, excessive turnover of positions, changes in
principals, commitment of resources to other business activities, etc. -- may
also have a role in the termination or reallocation decision. The market
judgment and experience of MLIP's principals is an important factor in its asset
allocation decisions.
MLIP has no timetable or schedule for making Advisor changes or
reallocations, and generally makes a medium- to long-term commitment to all
Advisors selected. There can be no assurance as to the frequency or number of
Advisor changes that may take place in the future, or as to how long any of the
current Advisors will continue to manage assets for the Fund.
General
-------
A number of the Advisors are trend-following traders, whose
programs do not attempt to predict price movements. No fundamental economic
supply or demand analyses are used by these Advisors, and no macroeconomic
assessments of the relative strengths of different national economies or
economic sectors. Instead, the programs apply proprietary computer models to
analyzing past market data, and from this data alone attempt to determine
whether market prices are trending. These technical traders base their
strategies on the theory that market prices reflect the collective judgment of
numerous different traders and are, accordingly, the best and most efficient
indication of market movements. However, there are frequent periods during which
fundamental factors external to the market dominate prices.
If a trend-following Advisor's models identify a trend, they
signal positions which follow it. When these models identify the trend as having
ended or reversed, these positions are either closed out or reversed. Due to
their trend-following character, these Advisors' programs do not predict either
the commencement or the end of a price movement. Rather, their objective is to
identify a trend early enough to profit from it and detect its end or reversal
in time to close out the Fund's positions while retaining most of the profits
made from following the trend.
In analyzing the performance of trend-following programs,
economic conditions, political events, weather factors, etc., are not directly
relevant because only market data has any input into trading results.
Furthermore, there is no direct connection between particular market conditions
and price trends. There are so many influences on the markets that the same
general type of economic event may lead to a price trend in some cases but not
in others. The analysis is further complicated by the fact that the programs are
designed to recognize only certain types of trends and to apply only certain
criteria of when a trend has begun. Consequently, even though significant price
trends may occur, if these trends are not comprised of the type of intra-period
price movements which the programs are designed to identify, a trend-following
Advisor may miss the trend altogether.
-10-
<PAGE>
In the case of the Advisors which implement strategies which rely
more on discretion and market judgment, it is not possible to predict, from
their performance during past market cycles, how they will respond to future
market events.
Performance Summary
-------------------
This performance summary is an outline description of how the
Fund performed in the past, not necessarily any indication of how it will
perform in the future. In addition, the general causes to which certain price
movements are attributed may or may not in fact have caused such movements, but
simply occurred at or about the same time.
The Advisors, as a group, are unlikely to be profitable in
markets in which such trends do not occur. Static or erratic prices are likely
to result in losses. Similarly, unexpected events (for example, a political
upheaval, natural disaster or governmental intervention) can lead to major
short-term losses as well as gains.
While there can be no assurance that any Advisor will be
profitable, under any given market condition, markets in which substantial and
sustained price movements occur typically offer the best profit potential for
the Fund.
The performance of the Fund is also materially affected by the
percentage of its assets allocated to trading. The greater the percentage of the
Fund's assets allocated to trading, the greater its profit potential, risk and
performance volatility
<TABLE>
<CAPTION>
1998
Total Trading
Results
<S> <C>
Interest Rates and Stock Indices $ 162,415
Commodities (73,623)
Currencies (75,241)
Energy (48,558)
Metals (52,348)
-----------
$ (87,355)
===========
</TABLE>
Global interest rate markets provided the Fund with its most
profitable positions for the first quarter, particularly in European bonds where
an extended bond market rally continued despite an environment of robust growth
in the United States, Canada and the United Kingdom, as well as a strong pick-up
in growth in continental Europe. In the second quarter, swings in the U.S.
dollar and developments in Japan affected bond markets, causing the Fund's
interest rate trading to result in losses. This was turned around in the third
quarter, as markets worldwide were turned upside down and the Fund's non-
correlation with general equity and debt markets was strongly exhibited, and
trading was particularly profitable in positions in Eurodollars, German and
Japanese bonds, and U.S. Treasury notes and bonds. Global investors staged a
major flight to quality, resulting in a significant widening of credit spreads
on a global basis. In October, investors pushed the yields on U.S. Treasury
bonds to a 31-year low. The long bond yield fell about 75 basis points in 1998
as the world economy slowed more than expected, inflation continued to fall, the
anticipated small U.S. budget deficit turned into substantial surplus, and the
Fed lowered interest rates.
In currency markets, results early in the year were mixed, but
unprofitable. During the second quarter, strong gains were realized in positions
in the Japanese yen, which weakened during June to an eight-year low versus the
U.S. dollar. Significant gains from Japanese yen trading continued into the
third quarter, and Japan's problems spread to other sectors of the global
economy, causing commodities prices to decline as demand from the Asian
economies weakened. Japan's deepening recession and credit crunch continued
through the fourth quarter, and the Fund achieved gains from long yen positions.
-11-
<PAGE>
Trading results in stock index markets were also mixed in early
1998, despite a strong first-quarter performance by the U.S. equity market as
several consecutive weekly gains were recorded with most market averages setting
new highs. Second quarter results were profitable as the Asia-Pacific region's
equity markets weakened across the board. In particular, Hong Kong's Hang Seng
index trended downward during most of the second quarter and traded at a three-
year low. As U.S. equity markets declined in July and August, the Fund profited
from short positions in the S&P 500, most notably during August, when the index
dropped 14.5%. Volatility in September made for a difficult trading environment
in the stock index sector, and the Fund incurred modest losses, although results
remained profitable for the quarter and the year overall in these markets.
Gold prices began the year drifting sideways, and continued to
weaken following news in the second quarter of a European Central Bank consensus
that ten to fifteen percent of reserves should be made up of gold bullion, which
was at the low end of expectations. Gold was unable to extend third quarter
rallies or to build any significant upside momentum, resulting in a trendless
environment. This was also the case in the fourth quarter, as gold's cost of
production declined. Also, silver markets remained range-bound, while also
experiencing a significant selloff in November, and aluminum traded at its
lowest levels since 1994, with many aluminum smelters operating at a loss.
In agricultural commodity markets, 1998 began with strong gains
as live cattle and hog prices trended downward throughout the first quarter. In
the second quarter, although the U.S. soybean crop got off to a good start which
contributed to higher yield expectations and a more burdensome supply outlook,
soybean prices traded in a volatile pattern. Sugar futures maintained mostly a
downtrend, as no major buyers emerged to support the market. Similarly, coffee
prices trended downward, as good weather conditions in Central America and
Mexico increased the prospects of more output from these countries. The third
quarter resulted in losses as the U.S. soybean crop increased relative to the
USDA's production estimate as a result of timely rains, which contributed to
lower prices. These losses continued into the fourth quarter as the Fund was
caught on the short side of the soybean complex, as the soybean supply surplus
became more manageable following the November 10th USDA reports, causing prices
to gain upward momentum.
In energy markets, demand for crude oil in the Middle East was
affected by low oil prices early in the year, and trading resulted in losses.
Initially buoyed on concerns about a U.S.-led military strike against Iraq,
crude oil fell to a nine-year low, as the globally warm winter, the return of
Iraq as a producer and the Asian economic crisis added to OPEC's supply glut
problems. Despite production cuts initiated by OPEC at the end of March, world
oil supplies remained excessive and oil prices stood at relatively low levels
throughout the first half of 1998. Short heating oil positions in the third
quarter proved profitable for the Fund as the market for heating oil prices
dropped to its lowest level in more than a decade. In early December, oil and
natural gas prices dropped sharply, causing continued problems for many emerging
market countries that depend on commodity exports for economic growth and
government financing. These price pressures were mainly due to excessive supply
availability and near-term weather indications that inventories would remain at
more than adequate levels even in the event of a cold Northern Hemisphere
winter. Also, the December U.S. air attack on Iraq failed to cause any damage
to oil pumping and shipping operations, and oil prices fell over 10%.
-12-
<PAGE>
<TABLE>
<CAPTION>
1997
Total Trading
Results
<S> <C>
Interest Rates and Stock Indices $ (92,197)
Commodities 164,054
Currencies 342,016
Energy (64,047)
Metals (19,973)
----------
$ 329,853
==========
</TABLE>
Trend reversals and extreme market volatility, affected by such
factors as the Asian flu and El Nino, were characteristic of most of 1997.
However, the year proved to be a profitable one overall for the Fund as trends
in several key markets enabled the Trading Advisors to profit despite the
significant obstacles. Although trading results in several sectors may have been
lackluster, the global currency and bond markets offered noteworthy trading
opportunities, which resulted in significant profits in these markets during the
year. Additionally, the currency and interest rate sectors of the Fund's
portfolio represented its largest percentage of market commitments.
In currency markets, the U.S. dollar rallied and started 1997 on
a strong note, rising to a four-year high versus the Japanese yen and two-and-a-
half year highs versus the Deutsche mark and the Swiss franc. However, the
dollar underwent two significant corrections during the year. The first
correction occurred in the Spring against the Japanese yen, due to the G7
finance ministers' determination that a further dollar advance would be counter-
productive to their current goals. From August through mid-November, the dollar
corrected against the Eurocurrencies in advance of a well-advertised tightening
by the Bundesbank. By mid-December the dollar had bounced back to new highs
against the yen and was rallying against the mark.
Global interest rate markets began the year on a volatile note,
as investors evaluated economic data for signs of inflation. By the middle of
the year, economic data in key countries was positive indicating lower inflation
and igniting a worldwide rally in the bond markets. Specifically, investor
sentiment was particularly strong in the U.S., where prices on the 30-year
Treasury bond and 10-year Treasury note rose to their highest levels in over two
years. This followed a largely positive economic report delivered by Federal
Reserve Chairman Greenspan in testimony before Congress. Effects of the plunge
in the Hong Kong stock market in late October spread rapidly throughout the
world's financial markets, including global bond markets. After continued
volatility in subsequent months made trading difficult, 1997 interest rate
trading ended on a positive note when U.S. and Japanese bond markets rallied as
a flight to safety from plunging stock markets around the world occurred in
December.
In energy markets, a slump in crude oil prices was characteristic
of its lackluster performance from the beginning of the year. Early in 1997,
volatility returned in the energy markets, reflecting the impact of a winter
significantly warmer than normal. By mid-year, the decline in prices reversed
sharply as Saudi Arabia and Iran, together representing about 45% of OPEC's oil
production, joined forces to pressure oil-producing nations to stay within OPEC
production quotas. In December, financial and economic problems in Asia reduced
demand for oil, and, in combination with ample supplies, resulted in crude oil
prices declining once again.
-13-
<PAGE>
<TABLE>
<CAPTION>
1996
Total Trading
Results
<S> <C>
Interest Rates and Stock Indices $ (11,377)
Commodities (174,780)
Currencies 269,134
Energy (603,378)
Metals (160,969)
----------
$ (681,370)
==========
</TABLE>
1996 began with the East Coast blizzard, continuing difficulties
in federal budget talks and an economic slowdown having a negative impact on
many markets. The Fund was profitable in January due to strong profits in
currency trading as the U.S. dollar reached a 23-month high against the Japanese
yen. In February, however, the Fund incurred its worst monthly loss due to the
sudden reversals in several strong price trends and considerable volatility in
the currency and financial markets. During March, large profits were taken in
the crude oil and gasoline markets as strong demand continued and talks between
the United Nations and Iraq were suspended. This trend continued into the second
quarter, during which strong gains were also recognized in the agricultural
markets as a combination of drought and excessive rain drove wheat and grain
prices to historic highs. In the late summer and early fall months, the Fund
continued to trade profitably as trending prices in a number of key markets
favorably impacted the Fund's performance. In September heating oil hit a five-
year high on soaring prices in Europe, and the Fund was also able to capitalize
on downward trends in the metals markets. Strong trends in the currency and
global bond markets produced significant gains in October and November, but the
year ended with declining performance as December witnessed the reversal of
several strong upward trends and increased volatility in key markets.
Variables Affecting Performance
- -------------------------------
The principal variables which determine the net performance of
the Fund are gross profitability and interest income. Gross profitability is, in
turn, affected by the percentage of the Fund's assets allocated to trading.
During all periods set forth under "Selected Financial Data," the
interest rates in many countries were at unusually low levels. The low interest
rates in the United States (although higher than in many other countries)
negatively impacted revenues because interest income is typically a major
component of the Fund's profitability. In addition, low interest rates are
frequently associated with reduced fixed income market volatility, and in static
markets the Fund's profit potential generally tends to be diminished. On the
other hand, during periods of higher interest rates, the relative attractiveness
of a high risk investment such as the Fund may be reduced as compared to high
yielding and much lower risk fixed-income investments.
The Fund's Brokerage Commissions and Administrative Fees are a
constant percentage of the Fund's assets allocated to trading. The only Fund
costs (other than the insignificant currency trading costs) which are not based
on a percentage of the Fund's assets (allocated to trading or total) are the
Profit Shares payable to the Advisors on an Advisor-by-Advisor basis. Gross
profitability is in turn, affected by the percentage of the Fund's assets
allocated to trading. During periods when Profit Shares are a high percentage
of net trading gains, it is likely that there has been substantial performance
non-correlation among the Advisors (so that the total Profit Shares paid to
those Advisors which have traded profitably are a high percentage, or perhaps
even in excess, of the total profits recognized, as other Advisors have incurred
offsetting losses, reducing overall trading gains but not the Profit Shares paid
to the successful Advisors) -- suggesting the likelihood of generally trendless,
non-consensus markets.
-14-
<PAGE>
Unlike many investment fields, there is no meaningful distinction
in the operation of the Fund between realized and unrealized profits. Most of
the contracts traded by the Fund are highly liquid and can be closed out at any
time.
Except in unusual circumstances, factors -- regulatory approvals,
cost of goods sold, employee relations and the like -- which often materially
affect an operating business have virtually no impact on the Fund.
LIQUIDITY; CAPITAL RESOURCES
The Fund borrows only to a limited extent and only on a strictly
short-term basis in order to finance losses on non-U.S. dollar denominated
trading positions pending the conversion of the Fund's dollar deposits. These
borrowings are at a prevailing short-term rate in the relevant currency. They
have been immaterial to the Fund's operation to date and are expected to
continue to be so.
Substantially all of the Fund's assets are held in cash. The Net
Asset Value of the Fund's cash is not affected by inflation. However, changes in
interest rates could cause periods of strong up or down price trends, during
which the Fund's profit potential generally increases. Inflation in commodity
prices could also generate price movements which the strategies might
successfully follow.
Substantially all of the Fund's assets are held in cash.
Accordingly, except in very unusual circumstances, the Fund should be able to
close out any or all of its open trading positions and liquidate any or all of
its securities holdings quickly and at market prices. This permits an Advisor to
limit losses as well as reduce market exposure on short notice should its
strategies indicate doing so. In addition, because there is a readily available
market value for the Fund's positions and assets, the Fund's monthly Net Asset
Value calculations are precise, and investors need only wait ten business days
to receive the full redemption proceeds of their Units.
YEAR 2000 COMPLIANCE INITIATIVE
As the millennium approaches, Merrill Lynch has undertaken
initiatives to address the Year 2000 problem (the "Y2K problem"). The Y2K
problem is the result of a widespread programming technique that causes computer
systems to identify a date based on the last two numbers of a year, with the
assumption that the first two numbers of the year are "19". As a result, the
year 2000 would be stored as "00," causing computers to incorrectly interpret
the year as 1900. Left uncorrected, the Y2K problem may cause information
technology systems (e.g., computer databases) and non-information technology
systems (e.g., elevators) to produce incorrect data or cease operating
completely.
Merrill Lynch believes that it has identified and evaluated its
internal Y2K problem and that it is devoting sufficient resources to renovating
technology systems that are not already Year 2000 compliant. The resource-
intensive renovation phase (as further discussed) of Merrill Lynch's Year 2000
efforts was approximately 95% completed as of January 31, 1999. Merrill Lynch
will focus primarily on completing its renovation and testing and on integration
of the Year 2000 programs of recent acquisitions during the remainder of 1999.
In order to focus attention on the Y2K problem, management has deferred certain
other technology projects: however, this deferral is not expected to have a
material adverse effect on the company's business, results of operations, or
financial condition.
The failure of Merrill Lynch's technology systems relating to a
Y2K problem would likely have a material adverse effect on the company's
business, results of operations, and financial condition. This effect could
include disruption of normal business transactions, such as the settlement,
execution, processing, and recording of trades in securities, commodities,
currencies, and other assets. The Y2K problem could also increase Merrill
Lynch's exposure to risk and its need for liquidity.
In 1995, Merrill Lynch established the Year 2000 Compliance
Initiative, which is an enterprisewide
-15-
<PAGE>
effort to address the risks associated with the Y2K problem, both internal and
external. The Year 2000 Compliance Initiative's efforts to address the risks
associated with the Y2K problem have been organized into six phases: planning,
pre-renovation, renovation, production testing, certification, and integration
testing.
The planning phase involved defining the scope of the Year 2000
Compliance Initiative, including its annual budget and strategy, and determining
the level of expert knowledge available within Merrill Lynch regarding
particular systems or applications. The pre-renovation phase involved developing
a detailed enterprisewide inventory of applications and systems, identifying the
scope of necessary renovations to each application system, and establishing a
conversion schedule. During the renovation phase, source code is actually
converted, date fields are expanded or windowed (windowing is used on an
exception basis only), test data is prepared, and each system or application is
tested using a variety of Year 2000 scenarios. The production testing phase
validates that a renovated system is functionally the same as the existing
production version, that renovation has not introduced defects, and that
expanded or windowed date fields continue to handle current dates properly. The
certification phase validates that a system can run successfully in a Year 2000
environment. The integration testing phase, which will occur throughout 1999,
validates that a system can successfully interface with both internal and
external systems. Finally, as Merrill Lynch continues to implement new systems,
they are also being tested for Year 2000 readiness.
In 1996 and 1997, as part of the planning and pre-renovation
phases, both plans and funding of plans for inventory, preparation, renovation,
and testing of computer systems for the Y2K problem were approved. All plans for
both mission-critical and non-mission-critical systems are tracked and
monitored. The work associated with the Year 2000 Compliance Initiative has been
accomplished by Merrill Lynch employees, with the assistance of consultants
where necessary.
As part of the production testing and certification phases,
Merrill Lynch has performed, and will continue to perform, both internal and
external Year 2000 testing intended to address the risks from the Y2K problem.
As of January 31, 1999, production testing was approximately 93% completed. In
July 1998, Merrill Lynch participated in an industrywide Year 2000 systems test
sponsored by the Securities Industry Association ("SIA"), in which selected
firms tested their computer systems in mock stock trades that simulated dates in
December 1999 and January 2000. Merrill Lynch will participate in further
industrywide testing sponsored by the SIA, currently scheduled for March and
April 1999, which will involve an expanded number of firms, transactions, and
conditions. Merrill Lynch also participated in various other domestic and
international industry tests during 1998.
Merrill Lynch continues to survey and communicate with third
parties whose Year 2000 readiness is important to the company. Information
technology and non-information technology vendors and service providers are
contacted in order to obtain their Year 2000 compliance plans. Based on the
nature of the response and the importance of the product or service involved,
Merrill Lynch determines if additional testing is needed. The results of these
efforts are maintained in a database that is accessible throughout the firm.
Third parties that have been contacted include transactional counterparties,
exchanges, and clearinghouses; a process to access and rate their responses has
been developed. This information as well as other Year 2000 readiness
information on particular countries and their political subdivisions will be
used by Merrill Lynch to manage risk resulting from the Y2K problem. Management
is unable at this point to ascertain whether all significant third parties will
successfully address the Y2K problem. Merrill Lynch will continue to monitor
third parties' Year 2000 readiness to determine if additional or alternative
measures are necessary. In connection with information technology and non-
information technology products and services, contingency plans, which are
developed at the business unit level, may include selection of alternative
vendors or service providers and changing business practices so that a
particular system is not needed. In the case of securities exchanges and
clearinghouses, risk mitigation could include the re-routing of business. In
light of the interdependency of the parties in or serving the financial markets,
however, there can be no assurance that all Y2K problems will be identified and
remediated on a timely basis or that all remediation will be successful. The
failure of exchanges, clearing organizations, vendors, service providers,
counterparties, regulators, or others to resolve their own processing issues in
a timely manner could have a material adverse effect on Merrill Lynch's
business, results of operations, and financial condition.
At year-end 1998, the total estimated expenditures for the entire
Year 2000 Compliance Initiative were approximately $425 million, of which
approximately $125 million was remaining. The majority of these remaining
expenditures are expected to cover testing, risk management, and contingency
planning. There can be no assurance that the costs associated with such
remediation efforts will not exceed those currently anticipated by Merrill
Lynch, or that the costs associated with the remediation efforts or the possible
failure of such remediation efforts would not have a
-16-
<PAGE>
material adverse effect on Merrill Lynch's business, results of operations, or
financial condition.
EUROPEAN ECONOMIC AND MONETARY UNION ("EMU") INITIATIVE
As of January 1, 1999, the "euro" was adopted as the common legal
currency of participating member states of the EMU. As a consequence of the
introduction of and conversion to the euro, Merrill Lynch was required to make
significant changes to nearly 200 global business systems in order to reflect
the substitution of the euro for the 11 member national currencies and the
European currency unit. The introduction of the euro brings about fundamental
changes in the structure and nature of European financial markets, including the
creation of a unified, more liquid capital market in Europe. As financial
markets in EMU member states converge and local barriers are removed,
competition is expected to increase.
The introduction of the euro affects all Merrill Lynch facilities
that transact, distribute, or provide custody or recordkeeping for securities or
cash denominated in the currency of a participating member state. Merrill
Lynch's systems or procedures that handle such securities or cash were modified
in order to implement the conversion to the euro. The implementation phase is
continuing into the first quarter of 1999 to resolve any post-conversion issues.
The success of Merrill Lynch's euro conversion efforts was dependent on the
euro-compliance of third parties, such as trading counterparties, financial
intermediaries (e.g., securities and commodities exchanges, depositories,
clearing organizations, and commercial banks), and vendors.
As of the end of the 1998 fiscal year, the total estimated
expenditures associated with the introduction of and conversion to the euro were
approximately $79 million, of which $1 million is remaining to be spent during
the first quarter of 1999 on compliance efforts and project administration.
Management believes that it has identified and evaluated all of the systems and
operational modifications necessary for the conversion to the euro. On January
4, 1999 and since then, Merrill Lynch has conducted normal business operations,
having successfully completed its conversion program. Management does not
expect the introduction of the euro to have a negative effect on its future
business, currency risk, or competitive positioning in the European markets.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Not Applicable.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The financial statements required by this Item are included in
Exhibit 13.01.
The supplementary financial information ("selected quarterly
financial data" and "information about oil and gas producing activities")
specified by Item 302 of Regulation S-K is not applicable. The General Partner
promoted the Fund and is its controlling person.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no changes in or disagreements with independent
auditors on accounting or financial disclosure.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
(10a and 10b) Identification of Directors and Executive Officers:
--------------------------------------------------
As a limited partnership, the Partnership itself has no officers
or directors and is managed by the General Partner. Trading decisions are made
by the Trading Advisors on behalf of the Partnership.
-17-
<PAGE>
The directors and executive officers of MLIP and their respective
business backgrounds are as follows.
JOHN R. FRAWLEY, JR. Chairman, Chief Executive Officer,
President and Director
JEFFREY F. CHANDOR Senior Vice President, Director of
Sales, Marketing and Research and Director
JO ANN DI DARIO Vice President, Chief Financial Officer and Treasurer,
through April 30, 1999
MICHAEL L. PUNGELLO Vice President, Chief Financial Officer and Treasurer,
effective May 1, 1999
JOSEPH H. MOGLIA Director
ALLEN N. JONES Director
STEPHEN G. BODURTHA Director
STEVEN B. OLGIN Vice President, Secretary and
Director of Administration
John R. Frawley, Jr. was born in 1943. Mr. Frawley is Chairman,
Chief Executive Officer, President and a Director of MLIP and Co-Chairman of
MLF. He joined Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") in
1966 and has served in various positions, including Retail and Institutional
Sales, Manager of New York Institutional Sales, Director of Institutional
Marketing, Senior Vice President of Merrill Lynch Capital Markets and Director
of International Institutional Sales. Mr. Frawley holds a Bachelor of Science
degree from Canisius College. Mr. Frawley served on the CFTC's Regulatory
Coordination Advisory Committee from its formation in 1990 through its
dissolution in 1994. Mr. Frawley has served four consecutive one-year terms as
Chairman of the Managed Funds Association (formerly, the Managed Futures
Association), a national trade association that represents the managed futures,
hedge funds and fund of funds industry. Mr. Frawley currently serves as a member
of the CFTC's Global Markets Advisory Committee.
Jeffrey F. Chandor was born in 1942. Mr. Chandor is Senior Vice
President, Director of Sales, Marketing and Research and a Director of MLIP. He
joined MLPF&S in 1971 and has served as the Product Manager of International
Institutional Equities, Equity Derivatives and Mortgage-Backed Securities as
well as Managing Director of International Sales in the United States, and
Managing Director of Sales in Europe. Mr. Chandor holds a Bachelor of Arts
degree from Trinity College, Hartford, Connecticut. Mr. Chandor is serving a
two-year term as a director of the Managed Funds Association.
Jo Ann Di Dario was born in 1946. Ms. Di Dario is, through April
30, 1999, Vice President, Chief Financial Officer and Treasurer of MLIP. Before
joining MLIP in May 1998, she was self-employed for one year. From February 1996
to May 1997, she worked as a consultant for Global Asset Management, an
international mutual fund organizer and operator headquartered in London, where
she offered advice on restructuring their back-office operations. From May 1992
to January 1996, she served as a Vice President of Meridian Bank Corporation, a
regional bank holding company. She was responsible for managing the treasury
operations of Meridian Bank Corporation including its wholly-owned subsidiary,
Meridian Investment Company Inc. From September 1991 to May 1992, Ms. Di Dario
managed the Domestic Treasury Operations of First Fidelity Bank, a regional
bank. From January 1991 to September 1991, Ms. Di Dario was self-employed. For
the previous five years, Ms. Di Dario was Vice President, Secretary and
Controller of Caxton Corporation, a Commodity Pool Operator and Commodity
Trading Advisor. Her background includes seven years of public accounting
experience, and she graduated with high honors from Stockton State College with
a Bachelor of Science degree in Accounting.
Michael L. Pungello was born in 1957. Effective May 1, 1999, Mr.
Pungello will become Vice President, Chief Financial Officer and Treasurer of
MLIP. He was First Vice President and Senior Director of Finance for Merrill
Lynch's Operations, Services and Technology Group from January 1998 to March
1999. Prior to that, Mr. Pungello spent over 18 years with Deloitte & Touche
LLP, and was a partner in their Financial Services practice from June 1990 to
December 1997. He graduated from Fordham University in 1979 with a Bachelor of
Science degree in accounting and received his Master of Business Administration
degree in Finance from New York University in 1987.
Joseph H. Moglia was born in 1949. Mr. Moglia is a Director of
MLIP. In 1971, he graduated from Fordham University with a Bachelor of Arts
degree in Economics. He later received his Master of Science degree from the
University of Delaware. He taught at the high school and college level for
sixteen years. Mr. Moglia joined MLPF&S in 1984, and has served in a number of
senior roles, including Director of New York Fixed Income
-18-
<PAGE>
Institutional Sales, Director of Global Fixed Income Institutional Sales, and
Director of the Municipal Division. He is currently Senior Vice President and
Director of the Investment Strategy and Product Group in Merrill Lynch Private
Client, and Director of Middle Markets.
Allen N. Jones was born in 1942. Mr. Jones is a Director of MLIP
and, from July 1995 until January 1998, Mr. Jones was also Chairman of the Board
of Directors of MLIP. Mr. Jones graduated from the University of Arkansas with a
Bachelor of Science, Business Administration degree in 1964. Since June 1992,
Mr. Jones has held the position of Senior Vice President of MLPF&S. From June
1992 through February 1994, Mr. Jones was the President and Chief Executive
Officer of Merrill Lynch Insurance Group, Inc. ("MLIG") and remains on the Board
of Directors of MLIG and its subsidiary companies. From February 1994 to April
1997, Mr. Jones was the Director of Individual Financial Services of the Merrill
Lynch Private Client Group. In April 1997, Mr. Jones became the Director of
Private Client marketing.
Stephen G. Bodurtha was born in 1958. Mr. Bodurtha is a Director
of MLIP. In 1980, Mr. Bodurtha graduated magna cum laude from Wesleyan
University, Middletown, Connecticut with a Bachelor of Arts degree in
Government. From 1980 to 1983, Mr. Bodurtha worked in the Investment Banking
Division of Merrill Lynch. In 1985, he was awarded his Master of Business
Administration degree from Harvard University, where he also served as
Associates Fellow (1985 to 1986). From 1986 to 1989, Mr. Bodurtha held the
positions of Associate and Vice President with Kidder, Peabody & Co.,
Incorporated where he worked in their Financial Futures & Options Group. Mr.
Bodurtha joined MLPF&S in 1989 and has held the position of First Vice President
since 1995. He has been the Director in charge of the Structured Investments
Group of MLPF&S since 1995.
Steven B. Olgin was born in 1960. Mr. Olgin is Vice President,
Secretary and the Director of Administration of MLIP. He joined MLIP in July
1994 and became a Vice President in July 1995. From 1986 until July 1994, Mr.
Olgin was an associate of the law firm of Sidley & Austin. In 1982, Mr. Olgin
graduated from The American University with a Bachelor of Science degree in
Business Administration and a Bachelor of Arts degree in Economics. In 1986, he
received his Juris Doctor degree from The John Marshall Law School. Mr. Olgin is
a member of the Managed Funds Association's Government Relations Committee and
has served as an arbitrator for the NFA. Mr. Olgin is also a member of the
Committee on Futures Regulation of the Association of the Bar of the City of New
York.
As of December 31, 1998, the principals of MLIP had no investment
in the Fund, and MLIP's general partner interest in the Fund was valued at
$117,488.
MLIP acts as general partner to twelve public futures funds whose
units of limited partnership interest are registered under the Securities
Exchange Act of 1934: The Futures Expansion Fund Limited Partnership, The Growth
and Guarantee Fund L.P., ML Futures Investments II L.P., ML Futures Investments
L.P., John W. Henry & Co./Millburn L.P., The S.E.C.T.O.R. Strategy Fund (SM)
L.P., The SECTOR Strategy Fund (SM) II L.P., The SECTOR Strategy Fund (SM) VI
L.P., ML Global Horizons L.P., ML Principal Protection L.P, ML JWH Strategic
Allocation Fund L.P. and the Fund. Because MLIP serves as the sole general
partner of each of these funds, the officers and directors of MLIP effectively
manage them as officers and directors of such funds.
(c) Identification of Certain Significant Employees:
-----------------------------------------------
None.
(d) Family Relationships:
--------------------
None.
(e) Business Experience:
-------------------
See Item 10(a)(b) above.
(f) Involvement in Certain Legal Proceedings:
----------------------------------------
None.
-19-
<PAGE>
(g) Promoters and Control Persons:
-----------------------------
Not applicable.
ITEM 11: EXECUTIVE COMPENSATION
----------------------
The directors and officers of the General Partner are remunerated
by the General Partner. The Partnership does not itself have any officers,
directors or employees. The Partnership pays Brokerage Commissions to an
affiliate of the General Partner and Administrative Fees to the General Partner.
The General Partner or its affiliates may also receive certain economic benefits
from holding the Fund's dollar assets. The directors and officers receive no
"other compensation" from the Partnership, and the directors receive no
compensation for serving as directors of the General Partner. There are no
compensation plans or arrangements relating to a change in control of either the
Partnership or the General Partner.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners:
-----------------------------------------------
Amount of
Title Name of nature of
of beneficial beneficial Percent
class owner ownership of class
- --------- --------------- ------------ -----------
Limited City of Milford 10,000 13.76%
Partnership Municipal Employee Pension Fund
Units 70 West River Road
Milford, CT 06460
(b) Security Ownership of Management:
--------------------------------
As of December 31, 1998, the General Partner owned 876 Units
(unit-equivalent general partnership interests), which was less than 1.3% of the
total Units outstanding.
(c) Changes in Control:
------------------
None.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
(a) Transactions Between Merrill Lynch and the Fund
-----------------------------------------------
All of the service providers to the Fund, other than the
Advisors, are affiliates of Merrill Lynch. Merrill Lynch negotiated with the
Advisors over the level of its advisory fees and Profit Share. However, none of
the fees paid by the Fund to any Merrill Lynch party were negotiated, and they
are higher than would have been obtained in arm's-length bargaining.
The Fund pays Merrill Lynch substantial Brokerage Commissions and
Administrative Fees as well as bid-ask spreads on forward currency trades. The
Fund also pays MLF interest on short-term loans extended by MLF to cover losses
on foreign currency positions.
Within the Merrill Lynch organization, MLIP is the direct
beneficiary of the revenues received by different Merrill Lynch entities from
the Fund. MLIP controls the management of the Fund and serves as its promoter.
Although MLIP has not sold any assets, directly or indirectly, to the Fund, MLIP
makes substantial profits from the Fund due to the foregoing revenues.
No loans have been, are or will be outstanding between MLIP or
any of its principals and the Fund.
MLIP pays substantial selling commissions and trailing
commissions to MLPF&S for distributing the Units. MLIP is ultimately paid back
for these expenditures from the revenues it receives from the Fund.
(b) Certain Business Relationships:
------------------------------
-20-
<PAGE>
MLF, an affiliate of the General Partner, acts as the principal
commodity broker for the Partnership.
In 1998 the Partnership expensed: (i) Brokerage Commissions of
$115,706 to the Commodity Broker, which included $19,710 in consulting fees
earned by the Trading Advisors; and (ii) Administrative Fees of $3,306 to MLIP.
Through its investments in Trading LLCs and MM LLC, the following fees were
expensed: (i) Brokerage Commissions of $826,820 to the Commodity Broker, which
included $171,503 in consulting fees earned by the Trading Advisors; and (ii)
Administrative Fees of $23,623 to MLIP. In addition, MLIP and its affiliates may
have derived certain economic benefits from possession of the Fund's assets, as
well as from foreign exchange and EFP trading.
See Item 1(c), "Narrative Description of Business -- Charges" and
"-- Description of Current Charges" for a discussion of other business dealings
between MLIP affiliates and the Partnership.
(c) Indebtedness of Management:
--------------------------
The Partnership is prohibited from making any loans, to
management or otherwise.
(d) Transactions with Promoters:
---------------------------
Not applicable.
-21-
<PAGE>
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------------------------------
<TABLE>
<CAPTION>
(a)1. Financial Statements (found in Exhibit 13.01): Page
-------------------------------------------- ----
<S> <C>
Independent Auditors' Report 1
Statements of Financial Condition as of December 31, 1998 and 1997 2
For the years ended December 31, 1998, 1997 and 1996:
Statements of Operations 3
Statements of Changes in Partners' Capital 4
Notes to Financial Statements 5-15
</TABLE>
(a)2. Financial Statement Schedules:
-----------------------------
Financial statement schedules not included in this Form 10-K
have been omitted for the reason that they are not required or are not
applicable or that equivalent information has been included in the financial
statements or notes thereto.
(a)3. Exhibits:
--------
The following exhibits are incorporated by reference or are
filed herewith to this Annual Report on Form 10-K:
Designation Description
- ----------- -----------
3.01(i) Amended and Restated Certificate of Limited Partnership of
the Registrant, dated July 27, 1995.
Exhibit 3.01(i): Is incorporated herein by reference from Exhibit 3.02(a)
- --------------- contained in the Registrant's report on Form 10-Q for the
Quarter ended June 30, 1995.
3.01(ii) Amended and Restated Limited Partnership Agreement of the
Partnership dated October 19, 1992.
Exhibit 3.01(ii): Is incorporated herein by reference from Exhibit 3.01
- ---------------- contained in Amendment No. 1 to the Registration Statement
(File No. 33-49852) filed on October 16, 1992, on Form S-1
under the Securities Act of 1933 (the "Registrant's
Registration Statement").
10.01 Form of Advisory Agreement between the Partnership, Merrill
Lynch Investment Partners Inc., Merrill Lynch Futures Inc.
and each Trading Advisor.
Exhibit 10.01: Is incorporated by reference from Exhibit 10.01(o) contained
- ------------- in the Registrant's report on Form 10-Q for the Quarter
Ended June 30, 1995.
10.02 Form of Consulting Agreement between each Trading Advisor of
the Partnership and Merrill Lynch Futures Inc.
Exhibit 10.02: Is incorporated herein by reference from Exhibit 10.02(a)
- ------------- contained in the Registrant's Registration Statement.
10.03 Form of Customer Agreement between the Partnership and
Merrill Lynch Futures Inc.
-22-
<PAGE>
Exhibit 10.03: Is incorporated herein by reference from Exhibit 10.03
- ------------- contained in the Registrant's Registration Statement.
10.05 ML&Co., Inc. Guarantee.
Exhibit 10.05: Is incorporated herein by reference from Exhibit 10.05
- ------------- contained in the Registrant's Registration Statement.
10.07(i) Foreign Exchange Desk Service Agreement among Merrill Lynch
Investment Bank, Merrill Lynch Investment Partners Inc.,
Merrill Lynch Futures Inc. and the Fund.
Exhibit 10.07(i): Is incorporated herein by reference from Exhibit 10.07(i)
- ---------------- contained in the Registrant's report on Form 10-K for the
year ended December 31, 1996.
10.07(ii) Form of Advisory and Consulting Agreement Amendment among
Merrill Lynch Investment Partners Inc., each Advisor, the
Fund and Merrill Lynch Futures Inc.
Exhibit 10.07(ii): Is incorporated herein by reference from Exhibit 10.07(ii)
- ----------------- contained in the Registrant's report on Form 10-K for the
year ended December 31, 1996.
10.07(iii) Form of Amendment to the Customer Agreement among the
Partnership and MLF.
Exhibit 10.07(iii): Is incorporated herein by reference from Exhibit 10.07(iii)
- ------------------ contained in the Registrant's report on Form 10-K for the
year ended December 31, 1996.
13.01 1998 Annual Report and Independent Auditors' Report.
Exhibit 13.01: Is filed herewith.
- -------------
13.01(a) 1998 Annual Reports and Independent Auditors' Reports for
the following Trading Limited Liability Companies sponsored
by Merrill Lynch Investment Partners Inc.:
ML Sjo Prospect L.L.C.
ML JWH Financial and Metals Portfolio L.L.C.
ML Multi-Manager Portfolio LLC
Exhibit 13.01(a): Is incorporated herein by reference from Form 10-K (fiscal
- ---------------- year ended December 31, 1998) Commission File number 0-18702
for The S.E.C.T.O.R. Fund (SM) L.P. (Registration Statement
File No. 33-34432 filed on May 25, 1990 under the Securities
Act of 1933).
28.01 Prospectus of the Partnership dated October 19, 1992.
Exhibit 28.01: Is incorporated by reference as filed with the Securities
- ------------- and Exchange Commission pursuant to Rule 424 under the
Securities Act of 1933 on October 19, 1992.
(b) Report on Form 8-K:
------------------
No reports on Form 8-K were filed during the fourth quarter of
1998.
-23-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE SECTOR STRATEGY FUND(SM) V L.P.
By: MERRILL LYNCH INVESTMENT PARTNERS
INC.
General Partner
By: /s/ John R. Frawley, Jr.
------------------------
John R. Frawley, Jr.
Chairman, Chief Executive Officer,
President and Director
(Principal Executive Officer)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed on March 25, 1999 by the
following persons on behalf of the Registrant and in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John R. Frawley, Jr. Chairman, Chief Executive Officer, President and Director March 25, 1999
- -------------------------- (Principal Executive Officer)
John R. Frawley, Jr.
/s/ Jo Ann Di Dario Vice President, Chief Financial Officer and Treasurer March 25, 1999
- -------------------------- (Principal Financial and Accounting Officer)
Jo Ann Di Dario
/s/ Jeffrey F. Chandor Senior Vice President, Director of Sales, March 25, 1999
- -------------------------- Marketing and Research and Director
Jeffrey F. Chandor
/s/ Allen N. Jones Director March 25, 1999
- --------------------------
Allen N. Jones
</TABLE>
(Being the principal executive officer, the principal financial and accounting
officer and a majority of the directors of Merrill Lynch Investment Partners
Inc.)
MERRILL LYNCH INVESTMENT General Partner of Registrant March 25, 1999
PARTNERS INC.
By: /s/ John R. Frawley, Jr.
-------------------------
John R. Frawley, Jr.
-24-
<PAGE>
THE SECTOR STRATEGY FUND(SM) V L.P.
1998 FORM 10-K
INDEX TO EXHIBITS
-----------------
Exhibit
-------
Exhibit 13.01 1998 Annual Report and Independent Auditors' Report
-25-
<PAGE>
The SECTOR STRATEGY FUND(SM) V L.P.
(A Delaware Limited Partnership)
Financial Statements for the years ended December 31, 1998, 1997 and
1996 and Independent Auditors' Report
[LOGO] MERRILL LYNCH
<PAGE>
To: The Limited Partners of The SECTOR Strategy Fund(SM) V L.P.
The SECTOR Strategy Fund(SM) V L.P. (the "Fund" or the "Partnership") ended its
sixth fiscal year of trading on December 31, 1998 with a Net Asset Value ("NAV")
per Unit of $134.13, representing an increase of 1.45% from the December 31,
1997 NAV per Unit of $132.21. During 1998, trading profits were generated in the
interest rate, currency and stock index markets while losses were incurred in
metals, agriculture and energy trading.
Global interest rate markets provided the Fund with its most profitable
positions for the first quarter, particularly in European bonds where an
extended bond market rally continued despite an environment of robust growth in
the United States, Canada and the United Kingdom, as well as a strong pick-up in
growth in continental Europe. In the second quarter, swings in the U.S. dollar
and developments in Japan affected bond markets, causing the Fund's interest
rate trading to result in losses. This was turned around in the third quarter,
as markets worldwide were turned upside down and the Fund's non-correlation with
general equity and debt markets was strongly exhibited, and trading was
particularly profitable in positions in Eurodollars, German and Japanese bonds,
and U.S. Treasury notes and bonds. Global investors staged a major flight to
quality, resulting in a significant widening of credit spreads on a global
basis. In October, investors pushed the yields on U.S. Treasury bonds to a
31-year low. The long bond yield fell about 75 basis points in 1998 as the world
economy slowed more than expected, inflation continued to fall, the anticipated
small U.S. budget deficit turned into substantial surplus, and the Federal
Reserve lowered interest rates.
In currency markets, results early in the year were mixed, but unprofitable.
During the second quarter, strong gains were realized in positions in the
Japanese yen, which weakened during June to an eight-year low versus the U.S.
dollar. Significant gains from Japanese yen trading continued into the third
quarter, and Japan's problems spread to other sectors of the global economy,
causing commodities prices to decline as demand from the Asian economies
weakened. Japan's deepening recession and credit crunch continued through the
fourth quarter, and the Fund achieved gains from long yen positions.
Trading results in stock index markets were also mixed in early 1998, despite a
strong first-quarter performance by the U.S. equity market as several
consecutive weekly gains were recorded with most market averages setting new
highs. Second quarter results were profitable as the Asia-Pacific region's
equity markets weakened across the board. In particular, Hong Kong's Hang Seng
index trended downward during most of the second quarter and traded at a
three-year low. As U.S. equity markets declined in July and August, the Fund
profited from short positions in the S&P 500, most notably during August, when
the index dropped 14.5%. Volatility in September made for a difficult trading
environment in the stock index sector, and the Fund incurred modest losses,
although results remained profitable for the quarter and the year overall in
these markets.
Gold prices began the year drifting sideways, and continued to weaken following
news in the second quarter of a European Central Bank consensus that ten to
fifteen percent of reserves should be made up of gold bullion, which was at the
low end of expectations. Gold was unable to extend third quarter rallies or to
build any significant upside momentum, resulting in a trendless environment.
This was also the case in the fourth quarter, as gold's cost of production
declined. Also, silver
<PAGE>
markets remained range-bound, while also experiencing a significant selloff in
November, and aluminum traded at its lowest levels since 1994, with many
aluminum smelters operating at a loss.
In agricultural commodity markets, 1998 began with strong gains as live cattle
and hog prices trended downward throughout the first quarter. In the second
quarter, although the U.S. soybean crop got off to a good start which
contributed to higher yield expectations and a more burdensome supply outlook,
soybean prices traded in a volatile pattern. Sugar futures maintained mostly a
downtrend, as no major buyers emerged to support the market. Similarly, coffee
prices trended downward, as good weather conditions in Central America and
Mexico increased the prospects of more output from these countries. The third
quarter resulted in losses as the U.S. soybean crop increased relative to the
USDA's production estimate as a result of timely rains, which contributed to
lower prices. These losses continued into the fourth quarter as the Fund was
caught on the short side of the soybean complex, as the soybean supply surplus
became more manageable following the November 10th USDA reports, causing
prices to gain upward momentum.
In energy markets, demand for crude oil in the Middle East was affected by low
oil prices early in the year, and trading resulted in losses. Initially buoyed
on concerns about a U.S.-led military strike against Iraq, crude oil fell to a
nine-year low, as the globally warm winter, the return of Iraq as a producer and
the Asian economic crisis added to OPEC's supply glut problems. Despite
production cuts initiated by OPEC at the end of March, world oil supplies
remained excessive and oil prices stood at relatively low levels throughout the
first half of 1998. Short heating oil positions in the third quarter proved
profitable for the Fund as the market for heating oil prices dropped to its
lowest level in more than a decade. In early December, oil and natural gas
prices dropped sharply, causing continued problems for many emerging market
countries that depend on commodity exports for economic growth and government
financing. These price pressures were mainly due to excessive supply
availability and near-term weather indications that inventories would remain at
more than adequate levels even in the event of a cold Northern Hemisphere
winter. Also, the December U.S. air attack on Iraq failed to cause any damage to
oil pumping and shipping operations, and oil prices fell over 10%.
Despite a year of unprecedented volatility in key global markets, we were
pleased with the Fund's ability to generate a profit by trading both the long
and short side of a variety of markets, demonstrating its value as an element of
diversification in an investor's portfolio. We look forward to 1999 and the
opportunities it may present.
Sincerely,
John R. Frawley, Jr.
President
MERRILL LYNCH INVESTMENT PARTNERS INC.
(General Partner)
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
<PAGE>
THE SECTOR STRATEGY FUND(SM) V L.P.
(A Delaware Limited Partnership)
------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
----
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1998, 1997 AND 1996:
Statements of Financial Condition 2
Statements of Operations 3
Statements of Changes in Partners' Capital 4
Notes to Financial Statements 5-15
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners of
The SECTOR Strategy Fund(SM) V L.P.:
We have audited the accompanying statements of financial condition of The SECTOR
Strategy Fund(SM) V L.P. (the "Partnership") as of December 31, 1998 and 1997
and the related statements of operations and of changes in partners' capital for
each of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of The SECTOR Strategy Fund(SM) V L.P. as of
December 31, 1998 and 1997 and the results of its operations for each of the
three years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
February 4, 1999
<PAGE>
THE SECTOR STRATEGY FUND(SM) V L.P.
(A Delaware Limited Partnership)
------------------------------
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1998 1997
----------- ------------
<S> <C> <C>
Equity in commodity futures trading accounts:
Cash and option premiums (Note 1) $ - $ 3,396,218
Net unrealized profit on open contracts (Note 1) - 17,058
Accrued interest (Note 2) - 15,390
Investments (Note 6) 9,750,926 8,871,133
Receivable from investments (Note 6) 135,471 155,372
----------- ------------
TOTAL $ 9,886,397 $ 12,455,171
=========== ============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Brokerage commissions payable (Note 2) $ - $ 24,892
Profit Shares payable (Note 3) - 3,352
Administrative fees payable (Note 2) - 711
Redemptions payable 135,471 215,502
----------- ------------
Total liabilities 135,471 244,457
----------- ------------
PARTNERS' CAPITAL:
General Partner (876 Units and 2,990 Units) 117,488 395,313
Limited Partners (71,822 Units and 89,367 Units) 9,633,438 11,815,401
----------- ------------
Total partners' capital 9,750,926 12,210,714
----------- ------------
TOTAL $ 9,886,397 $ 12,455,171
=========== ============
NET ASSET VALUE PER UNIT
(Based on 72,698 and 92,357 Units outstanding) $ 134.13 $ 132.21
=========== ============
</TABLE>
See notes to financial statements.
- 2 -
<PAGE>
THE SECTOR STRATEGY FUND(SM) V L.P.
(A Delaware Limited Partnership)
------------------------------
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------- --------------
<S> <C> <C> <C>
REVENUES:
Trading profit(loss):
Realized (Note 1) $ (70,297) $ 368,946 $ 1,264,013
Change in unrealized (Note 1) (17,058) (39,093) (1,945,383)
------------ ------------- --------------
Total trading results (87,355) 329,853 (681,370)
Interest income (Note 2) 69,400 292,197 782,522
------------ ------------- --------------
Total revenues (17,955) 622,050 101,152
------------ ------------- --------------
EXPENSES:
Brokerage commissions (Note 2) 115,706 348,042 1,198,690
Profit Shares (Note 3) 74 9,118 50,339
Administrative fees (Note 2) 3,306 9,839 30,735
------------ ------------- --------------
Total expenses 119,086 366,999 1,279,764
------------ ------------- --------------
INCOME FROM INVESTMENTS (Note 6) 193,066 1,114,196 708,715
------------ ------------- --------------
NET INCOME (LOSS) $ 56,025 $ 1,369,247 $ (469,897)
============ ============= ==============
NET INCOME (LOSS) PER UNIT:
Weighted average number of General Partner
and Limited Partner Units outstanding (Note 4) 82,499 104,332 166,173
============ ============= ==============
Net income (loss) per weighted average
General Partner and Limited Partner Unit $ 0.68 $ 13.12 $ (2.83)
============ ============= ==============
</TABLE>
See notes to financial statements.
- 3 -
<PAGE>
THE SECTOR STRATEGY FUND(SM) V L.P.
(A Delaware Limited Partnership)
------------------------------
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Units of
Partnership Limited General
Interest Partners Partner Total
----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
PARTNERS' CAPITAL 225,594 $ 25,710,675 $ 345,379 $ 26,056,054
December 31, 1995
Redemptions (107,748) (11,551,861) - (11,551,861)
Net (loss) income - (480,597) 10,700 (469,897)
----------- -------------- ----------- -------------
PARTNERS' CAPITAL 117,846 13,678,217 356,079 14,034,296
December 31, 1996
Redemptions (25,489) (3,192,829) - (3,192,829)
Net income - 1,330,013 39,234 1,369,247
----------- -------------- ----------- -------------
PARTNERS' CAPITAL 92,357 11,815,401 395,313 12,210,714
December 31, 1997
Redemptions (19,659) (2,253,846) (261,967) (2,515,813)
Net income (loss) - 71,883 (15,858) 56,025
----------- -------------- ----------- -------------
PARTNERS' CAPITAL
DECEMBER 31, 1998 72,698 $ 9,633,438 $ 117,488 $ 9,750,926
=========== ============== =========== =============
</TABLE>
See notes to financial statements.
- 4 -
<PAGE>
THE SECTOR STRATEGY FUND(SM) V L.P.
(A Delaware Limited Partnership)
------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
The SECTOR Strategy Fund(SM) V L.P. (the "Partnership") was organized under
the Delaware Revised Uniform Limited Partnership Act on July 16, 1992 and
commenced trading activities on January 4, 1993. The Partnership engages
(currently, through an investment in a limited liability company (see below))
in the speculative trading of futures, options on futures, forwards and
options on forward contracts on a wide range of commodities. The initial
capitalization of the Partnership included an investment from The SECTOR
Strategy Fund(SM) International V Ltd. (the "Company"). On April 1, 1994, the
Company redeemed its investments in the Partnership to become a stand-alone
trading company. Merrill Lynch Investment Partners Inc. ("MLIP" or the
"General Partner"), a wholly-owned subsidiary of Merrill Lynch Group, Inc.,
which, in turn, is a wholly-owned subsidiary of Merrill Lynch & Co., Inc.
("Merrill Lynch"), is the general partner of the Partnership. Merrill Lynch
Futures Inc. ("MLF"), a Merrill Lynch affiliate, is the Partnership's
commodity broker. A portion of the Partnership's assets is held by a
commodity broker, other than MLF, to facilitate the trading of a certain
independent advisor, subject to an arrangement recognized by the General
Partner. The General Partner has agreed to maintain a general partner's
interest of at least 1% of the total capital of the Partnership. The General
Partner and each Limited Partner share in the profits and losses of the
Partnership in proportion to their respective interests in it.
Many of the multi-advisor funds (the "Multi-Advisor Funds") sponsored by MLIP
allocate their assets to a number of the same independent advisors (the
"Advisors" or the "Trading Advisors"). However, because different
Multi-Advisor Funds had historically allocated assets to slightly different
Advisor groups, the Multi-Advisor Funds often were required to open and
maintain individual trading accounts with each Advisor. MLIP consolidated the
trading accounts of nine of its Multi-Advisor Funds (including the
Partnership) as of June 1, 1998. The consolidation was achieved by having
these Multi- Advisor Funds close their existing trading accounts and invest
in a limited liability company, ML Multi- Manager Portfolio L.L.C. ("MM
LLC"), a Delaware limited liability company, which opened a single account
with each Advisor selected. MM LLC is managed by MLIP, has no investors other
than the Multi-Advisor Funds and serves solely as the vehicle through which
the assets of the Multi-Advisor Funds are combined in order to be managed
through single rather than multiple accounts. The placement of assets into MM
LLC did not change the operations or fee structure of the Partnership;
therefore, the following notes relate to the operation of the Partnership
through its investment in MM LLC. The administrative authority over the
Partnership remains with MLIP. MLIP, on an ongoing basis, may change the
number of Multi-Advisor Funds investing in MM LLC.
MLIP selects the Advisors to manage MM LLC's assets, and allocates and
reallocates such trading assets among existing, replacement and additional
Advisors.
MLIP determines what percentage of the Partnership's total capital to invest
in MM LLC from time to time, attempting to balance the desirability of
reducing the opportunity costs of the Partnership's "principal protection"
structure by investing 100% of the Partnership's assets in MM LLC against the
necessity of preventing Merrill Lynch from ever being required to make any
payments to the Partnership under the Merrill Lynch guarantee (See Note 5).
- 5 -
<PAGE>
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
- -------------------
Commodity futures, options on futures, forwards and options on forward contracts
are recorded on the trade date and open contracts are reflected in net
unrealized profit on open contracts in the Statements of Financial Condition at
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 (loss) profit on open contracts from one
period to the next is reflected in change in unrealized in the Statements of
Operations. (As a result of the investment in MM LLC, there were no open
contracts as of December 31, 1998.)
Foreign Currency Transactions
- -----------------------------
The Partnership's functional currency is the U.S. dollar; however, it transacts
business in currencies other than the U.S. dollar. Assets and liabilities
denominated in currencies other than the U.S. dollar are translated into U.S.
dollars at the rates in effect at the dates of the Statements of Financial
Condition. Income and expense items denominated in currencies other than the
U.S. dollar are translated into U.S. dollars at the rates in effect during the
period. Gains and losses resulting from the translation to U.S. dollars are
reported in total trading results currently.
Operating Expenses
- ------------------
The General Partner pays for all routine operating costs (including all legal,
accounting, printing, postage and similar administrative expenses) of the
Partnership. The General Partner receives an administrative fee as well as a
portion of the brokerage commissions paid to MLF by the Partnership.
Income Taxes
- ------------
No provision for income taxes has been made in the accompanying financial
statements as each Partner is individually responsible for reporting income or
loss based on such Partner's respective share of the Partnership's income and
expenses as reported for income tax purposes.
Distributions
- -------------
The Unitholders are entitled to receive, equally per Unit, any distribution
which may be made by the Partnership. No such distributions had been made as of
December 31, 1998.
- 6 -
<PAGE>
Redemptions
-----------
A Limited Partner may require the Partnership to redeem some or all of
such Partner's Units at Net Asset Value as of the close of business on
the last business day of any month upon ten calendar days' notice.
Dissolution of the Partnership
------------------------------
The Partnership will terminate on December 31, 2022 or at an earlier
date if certain conditions occur, as well as under certain other
circumstances as set forth in the Limited Partnership Agreement.
Recently Issued Accounting Pronouncements
-----------------------------------------
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting standard No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (the "Statement").
Such Statement is effective for fiscal years commencing after June 15,
1999. The General Partner does not believe that the Statement will
have a significant effect on the financial statements of the
Partnership.
2. RELATED PARTY TRANSACTIONS
The majority of the Partnership's U.S. dollar assets are maintained at
MLF. On assets held in U.S. dollars, Merrill Lynch credits the
Partnership with interest at the prevailing 91-day U.S. Treasury bill
rate. The Partnership is credited with interest on any of its net
gains actually held by Merrill Lynch in non-U.S. dollar currencies at
a prevailing local rate received by Merrill Lynch. Merrill Lynch may
derive certain economic benefit, in excess of the interest which
Merrill Lynch pays to the Partnership, from possession of such assets.
Merrill Lynch charges the Partnership Merrill Lynch's cost of
financing realized and unrealized losses on the Partnership's non-U.S.
dollar-denominated positions.
The General Partner determined that there may have been a
miscalculation in the interest credited to the Partnership for a
period prior to November 1996 (such period may extend prior to that
covered by these financial statements). Accordingly, the General
Partner credited current and former investors who maintained a Merrill
Lynch customer account in December 1997 with interest which was
compounded. Former investors who do not maintain a Merrill Lynch
customer account have been credited as their response forms are
processed. The total amount of the adjustment was approximately
$1,464,000. Since this amount was paid directly to investors by the
General Partner, it is not reflected in these financial statements.
The General Partner determined that interest was calculated
appropriately since November 1996.
Prior to January 1, 1996, the Partnership paid brokerage commissions
to MLF at a flat monthly rate of .833 of 1% (a 10% annual rate) of the
Partnership's month-end net assets allocated to the trading. Effective
January 1, 1996, the percentage was reduced to .813 of 1% (a 9.75%
annual rate) of the Partnership's month-end assets allocated to
trading and the Partnership began to pay MLIP a monthly administrative
fee of .021 of 1% (a .25% annual rate) of the Partnership's month-end
assets allocated to trading (this recharacterization had no economic
effect on the Partnership). Effective February 1, 1997, the
Partnership's brokerage commission rate was reduced to .729 of 1% (an
8.75% annual rate). Assets allocated to trading are not reduced, for
purposes of calculating brokerage commissions and administrative fees,
by any accrued brokerage commissions, administrative fees, Profit
Shares or other fees or charges.
- 7 -
<PAGE>
The General Partner estimates that the round-turn equivalent commission
rate charged to the Partnership during the years ended December 31,
1998, 1997 and 1996 was approximately $126, $136 and $55, respectively
(not including, in calculating round-turn equivalents, forward
contracts on a futures- equivalent basis).
MLF pays the Advisors annual Consulting Fees ranging up to 4% of the
Partnership's average month-end assets allocated to them for
management, after reduction for a portion of the brokerage commissions.
Many of the Partnership's currency trades are executed in the spot and
forward foreign exchange markets (the "FX Markets") where there are no
direct execution costs. Instead, the participants, banks and dealers,
including Merrill Lynch International Bank ("MLIB"), in the FX Markets
take a "spread" between the prices at which they are prepared to buy
and sell a particular currency and such spreads are built into the
pricing of the spot or forward contracts with the Partnership. The
General Partner anticipates that some of the Partnership's foreign
currency trades will be executed through MLIB, an affiliate of the
General Partner. MLIB has discontinued the operation of the foreign
exchange service desk, which included seeking multiple quotes from
counterparties unrelated to MLIB for a service fee and trade execution.
In its exchange of futures for physical ("EFP") trading, the
Partnership acquires cash currency positions through banks and dealers,
including Merrill Lynch. The Partnership pays a spread when it
exchanges these positions for futures. This spread reflects, in part,
the different settlement dates of the cash and the futures contracts,
as well as prevailing interest rates, but also includes a pricing
spread in favor of the banks and dealers, which may include a Merrill
Lynch entity.
3. AGREEMENTS
Pursuant to the Advisory Agreements among the Advisors, the Partnership
and MLIP, the Advisors determined the commodity futures, options on
futures, forwards and options on forward contracts traded on behalf of
the Partnership, subject to certain rights reserved by the General
Partner. The Advisory Agreements generally terminate one year after
they are entered into, subject to certain renewal rights exercisable by
the Partnership.
In the case of the Trading LLCs, as defined in Note 6, the Trading LLCs
entered into the Advisory Agreements with the Advisors.
In the case of MM LLC, as defined in Note 1, MM LLC has entered into
the current Advisory Agreements with the Advisors.
Profit Shares, generally ranging from 15% to 25% of any New Trading
Profit, as defined, recognized by each Advisor considered individually
irrespective of the overall performance of the Partnership, either as
of the end of each calendar quarter or year and upon the net
reallocation of assets away from an Advisor, were paid by the
Partnership or Trading LLC, as defined in Note 6, and are currently
paid by MM LLC to each Advisor. Profit Shares are also paid out in
respect of Units redeemed as of the end of interim months, to the
extent of the applicable percentage of any New Trading Profit
attributable to such Units.
4. WEIGHTED AVERAGE UNITS
The weighted average number of Units outstanding was computed for
purposes of disclosing net income (loss) per weighted average Unit. The
weighted average number of Units outstanding at December 31, 1998, 1997
and 1996 equals the Units outstanding as of such date, adjusted
proportionately for Units redeemed based on the respective length of
time each was outstanding during the year.
- 8 -
<PAGE>
5. MERRILL LYNCH & CO., INC. GUARANTEE
Merrill Lynch has guaranteed to the Partnership that it will have sufficient
Net Assets as of the Principal Assurance Date that the Net Asset Value per
Unit as of such Principal Assurance Date will equal, after adjustment for all
liabilities to third parties, not less than the minimum assured Net Asset
Value per Unit. Effective January 1, 1998, the Partnership restarted its
trading program for an additional Time Horizon of two years' duration and a
new Principal Assurance Date of December 31, 1999, with a minimum assured Net
Asset Value per Unit of $105.77.
6. INVESTMENTS
Prior to investing in MM LLC, the Partnership placed assets under the
management of certain of the Advisors by investing in private limited
liability companies ("Trading LLCs") formed by the General Partner. The only
members of the Trading LLCs were commodity pools sponsored by the General
Partner. Each Trading LLC traded under the management of a single Advisor
pursuant to a single strategy and at a uniform degree of leverage. Placing
assets with an Advisor through a Trading LLC rather than a managed account
had no economic effect on the Partnership, except to the extent that the
Partnership benefited from the Advisor not having to allocate trades among a
number of different accounts (rather than acquiring a single position for the
Trading LLC as a whole).
The investments in Trading LLCs and MM LLC are reflected in the financial
statements at fair value based upon the Partnership's interest in each
Trading LLC and MM LLC. Fair value is equal to the market value of the net
assets of the Trading LLCs and of MM LLC allocable to the Partnership as an
investor. The resulting difference between cost and fair value is reflected
on the Statements of Operations as income from investments.
As of December 31, 1998, the Partnership had an investment in MM LLC and as
of December 31, 1997, the Partnership had investments in the ML JWH Financial
and Metals Portfolio L.L.C. ("JWH LLC") and ML Sjo Prospect L.L.C. ("SJO
LLC") as follows:
1998 1997
------------- -------------
JWH LLC $ - $ 5,408,273
SJO LLC - 3,462,860
MM LLC 9,750,926 -
------------- -------------
Total $ 9,750,926 $ 8,871,133
============= =============
During the second quarter of 1998, the Partnership withdrew its investments
in JWH LLC and SJO LLC.
- 9 -
<PAGE>
Total revenues and fees with respect to such investments were as follows:
<TABLE>
<CAPTION>
(Loss) income
For the year ended Total Brokerage Administrative Profit from
December 31, 1998 Revenues Commissions Fees Shares Investments
- -------------------- ------------- ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
JWH LLC $ (545,697) $ 173,032 $ 4,944 $ - $ (723,673)
SJO LLC 264,161 126,221 3,606 14,901 119,433
MM LLC 1,581,241 527,567 15,073 241,295 797,306
------------- ------------- -------------- ----------- -------------
Total $ 1,299,705 $ 826,820 $ 23,623 $ 256,196 $ 193,066
============= ============= ============== =========== =============
<CAPTION>
For the year ended Total Brokerage Administrative Profit Income from
December 31, 1997 Revenues Commissions Fees Shares Investments
- -------------------- ------------- ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
JWH LLC $ 1,359,201 $ 383,830 $ 10,887 $ 112,723 $ 851,761
SJO LLC 591,634 289,219 8,192 31,788 262,435
------------- ------------- -------------- ----------- -------------
Total $ 1,950,835 $ 673,049 $ 19,079 $ 144,511 $ 1,114,196
============= ============= ============== =========== =============
<CAPTION>
For the year ended Total Brokerage Administrative Profit Income from
December 31, 1996 Revenues Commissions Fees Shares Investments
- -------------------- ------------- ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
JWH LLC $ 920,605 $ 92,634 $ 2,377 $ 116,879 $ 708,715
============= ============= ============== =========== =============
</TABLE>
- 10 -
<PAGE>
Condensed statements of financial condition and statements of income for MM
LLC, JWH LLC and SJO LLC are set forth as follows:
<TABLE>
<CAPTION>
MM LLC JWH LLC SJO LLC JWH LLC
December 31, 1998 December 31, 1997 December 31, 1997
------------------ ------------------ -------------------
<S> <C> <C> <C>
Assets $ 125,332,558 $ 65,048,564 $ 21,240,207
================== ================== ===================
Liabilities 4,949,082 3,689,658 2,058,617
Members' Capital 120,383,476 61,358,906 19,181,590
------------------ ------------------ -------------------
Total $ 125,332,558 $ 65,048,564 $ 21,240,207
================== ================== ===================
<CAPTION>
For the period from For the period from For the period from
June 1, 1998 to For the year ended January 2, 1997 to October 1, 1996 to
December 31, 1998 December 31, 1997 December 31, 1997 December 31, 1996
------------------- ---------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Revenues $ 19,255,343 $ 15,279,401 $ 3,903,268 $ 19,365,949
Expenses 9,491,842 6,714,041 2,144,078 4,426,261
------------------- ---------------- ------------------- -------------------
Net Income $ 9,763,501 $ 8,565,360 $ 1,759,190 $ 14,939,688
=================== ================ =================-- ===================
</TABLE>
7. FAIR VALUE AND OFF-BALANCE SHEET RISK
As of June 1, 1998, the Partnership invested all of its assets in MM
LLC. Accordingly, the Partnership is invested indirectly in derivative
instruments, but does not itself hold any derivative instrument
positions. Consequently, no such positions subsequent to May 31, 1998
are reflected in these financial statements or in this Note 7.
The Partnership traded futures, options on futures, forwards and
options on forward contracts in interest rates, stock indices,
commodities, currencies, energy and metals. The Partnership's total
trading results by reporting category for the period from January 1,
1998 to May 31, 1998 and for the years ended December 31, 1997 and 1996
(during 1998, 1997 and 1996, a portion of the Partnership's trading was
done through Trading LLCs and is not, accordingly, reflected below)
were as follows:
Total Trading Results
-------------------------------------------
1998 1997 1996
----------- ----------- -------------
Interest Rates and
Stock Indices $ 162,415 $ (92,197) $ (11,377)
Commodities (73,623) 164,054 (174,780)
Currencies (75,241) 342,016 269,134
Energy (48,558) (64,047) (603,378)
Metals (52,348) (19,973) (160,969)
----------- ----------- -------------
$ (87,355) $ 329,853 $ (681,370)
=========== =========== =============
- 11 -
<PAGE>
Market Risk
- -----------
Derivative instruments involve varying degrees of off-balance sheet market risk,
and changes in the level or volatility of interest rates, foreign currency
exchange rates or market values of the financial instruments or commodities
underlying such derivative instruments frequently resulted in changes in the
Partnership's net unrealized profit on such derivative instruments as reflected
in the Statements of Financial Condition or, with respect to Partnership assets
invested in Trading LLCs and in MM LLC, the net unrealized profit as reflected
in the respective Statements of Financial Condition of the Trading LLCs and MM
LLC. The Partnership's exposure to market risk is influenced by a number of
factors, including the relationships among the derivative instruments held by
the Partnership, the Trading LLCs and currently MM LLC, as well as the
volatility and liquidity of the markets in which such derivative instruments are
traded.
The General Partner 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 the
Advisors selected from time to time for the Partnership or MM LLC, adjusting the
percentage of the Partnership's, the Trading LLC's or MM LLC's total assets
allocated to trading, calculating the Net Asset Value of the Advisors'
respective Partnership accounts and Trading LLC accounts or currently MM LLC
accounts as of the close of business on each day and reviewing positions for
over-concentrations both on an Advisor-by-Advisor and on an overall Partnership
basis. While the General Partner does not itself intervene in the markets to
hedge or diversify the Partnership's market exposure (although the General
Partner does adjust the percentage of the Partnership's total assets allocated
to trading), the General Partner may urge Advisors to reallocate positions, or
itself reallocate Partnership assets among Advisors (although typically only as
of the end of a month) in an attempt to avoid over-concentration. However, such
interventions are unusual. Except in cases in which it appears that an Advisor
has begun to deviate from past practice and trading policies or to be trading
erratically, the General Partner's basic risk control procedures consist simply
of the ongoing process of Advisor monitoring and selection, with the market risk
controls being applied by the Advisors themselves.
One important aspect of the General Partner's risk controls is its adjustments
to the leverage at which the Partnership trades. By controlling the percentage
of the Partnership's assets allocated to trading, the General Partner can
directly affect the market exposure of the Partnership. Leverage control is the
principal means by which the General Partner hopes to be able to ensure that
Merrill Lynch is never required to make any payments under its guarantee that
the Net Asset Value per Unit will equal no less than a specified minimum as of
the Principal Assurance Date.
- 12 -
<PAGE>
Fair Value
- ----------
The derivative instruments traded by the Partnership were marked to market daily
with the resulting net unrealized profit recorded in the Statements of Financial
Condition and the related (loss) profit reflected in trading results in the
Statements of Operations.
The contract/notional values of open contracts as of December 31, 1997 were as
follows (there were no open contracts as of December 31, 1998):
1997
------------------- -------------------
Commitment to Commitment to
Purchase (Futures, Sell (Futures,
Options & Forwards) Options & Forwards)
------------------- -------------------
Interest Rates and
Stock Indices $ 5,191,446 $ 3,605,481
Commodities - 577,742
Currencies 2,688,064 3,771,760
Energy - 70,560
Metals 366,525 628,125
------------------- -------------------
$ 8,246,035 $ 8,653,668
=================== ===================
All of the Partnership's derivative instruments outstanding as of December 31,
1997 expired within one year.
The contract/notional values of the exchange-traded and non-exchange-traded open
derivative instrument positions as of December 31, 1997 were as follows (there
were no open derivative instrument positions as of December 31, 1998):
1997
------------------- -------------------
Commitment to Commitment to
Purchase (Futures, Sell (Futures,
Options & Forwards) Options & Forwards)
------------------- -------------------
Exchange-Traded $ 5,191,446 $ 4,253,783
Non-Exchange-
Traded 3,054,589 4,399,885
------------------- -------------------
$ 8,246,035 $ 8,653,668
=================== ===================
- 13 -
<PAGE>
The average fair values, based on contract/notional values, of the Partnership's
derivative instrument positions which were open as of the end of each calendar
month during the period from January 1, 1998 to May 31, 1998 and the year ended
December 31, 1997 (during 1998 and 1997, a portion of the Partnership's trading
was done through Trading LLCs and is not, accordingly, reflected below) were as
follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------------------- ------------------------------------------
Commitment to Commitment to Commitment to Commitment to
Purchase (Futures, Sell (Futures, Purchase (Futures, Sell (Futures,
Options & Forwards) Options & Forwards) Options & Forwards) Options & Forwards)
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Interest Rates and
Stock Indices $ 13,655,028 $ 4,139,875 $ 10,943,098 $ 10,638,175
Commodities 142,263 536,611 646,831 267,468
Currencies 7,321,597 7,347,760 3,882,292 5,239,264
Energy 100,880 109,519 105,153 247,775
Metals 675,050 689,310 1,058,720 1,014,697
------------------- ------------------- ------------------- -------------------
$ 21,894,818 $ 12,823,075 $ 16,636,094 $ 17,407,379
=================== =================== =================== ===================
</TABLE>
A portion of the amounts indicated as off-balance sheet risk reflects offsetting
commitments to purchase and sell the same derivative instrument on the same date
in the future. These commitments are economically offsetting but are not, as a
technical matter, offset in the forward markets until the settlement date.
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 fair value amounts in the above tables represent the extent of the
Partnership's market exposure in the particular class of derivative instrument
listed, but not the credit risk associated with counterparty nonperformance. The
credit risk associated with these instruments from counterparty nonperformance
is the net unrealized profit included on the Statements of Financial Condition.
- 14 -
<PAGE>
The gross unrealized profit and net unrealized profit (loss) on the
Partnership's open derivative instrument positions as of December 31, 1997 (as
of December 31, 1997 a portion of the Partnership trading was done through
Trading LLCs and is not, accordingly, reflected below) were as follows (there
were no open derivative instrument positions as of December 31, 1998):
1997
-----------------------------------------------
Gross Unrealized Net Unrealized
Profit Profit (Loss)
------------------ ----------------------
Exchange-Traded $ 34,125 $ 30,870
Non-Exchange-Traded 48,885 (13,812)
------------------ ----------------------
$ 83,010 $ 17,058
================== ======================
The Partnership has credit risk in respect of its counterparties and brokers,
but attempts to control this risk by dealing almost exclusively with Merrill
Lynch entities as counterparties and brokers.
The Partnership, in its normal course of business, enters into various
contracts, with MLF acting as its commodity broker. Pursuant to the brokerage
arrangement with MLF (which includes a netting arrangement), to the extent that
such trading results in receivables from and payables to MLF, these receivables
and payables were offset and reported as a net receivable or payable.
* * * * * * * * * *
To the best of the knowledge and belief of the
undersigned, the information contained in this
report is accurate and complete.
/s/ Di Dario
Jo Ann Di Dario
Chief Financial Officer
Merrill Lynch Investment Partners Inc.
General Partner of
The SECTOR Strategy Fund(SM) V L.P.
- 15 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 0 0
<RECEIVABLES> 135,471 3,584,038
<SECURITIES-RESALE> 0 0
<SECURITIES-BORROWED> 0 0
<INSTRUMENTS-OWNED> 9,750,926 8,871,133
<PP&E> 0 0
<TOTAL-ASSETS> 9,886,397 12,455,171
<SHORT-TERM> 0 0
<PAYABLES> 135,471 244,457
<REPOS-SOLD> 0 0
<SECURITIES-LOANED> 0 0
<INSTRUMENTS-SOLD> 0 0
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 9,750,926 12,210,714
<TOTAL-LIABILITY-AND-EQUITY> 9,886,397 12,455,171
<TRADING-REVENUE> (87,355) 329,853
<INTEREST-DIVIDENDS> 69,400 292,197
<COMMISSIONS> 115,706 348,042
<INVESTMENT-BANKING-REVENUES> 0 0
<FEE-REVENUE> 0 0
<INTEREST-EXPENSE> 0 0
<COMPENSATION> 0 0
<INCOME-PRETAX> 56,025 1,369,247
<INCOME-PRE-EXTRAORDINARY> 56,025 1,369,247
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 56,025 1,369,247
<EPS-PRIMARY> 0.68 13.12
<EPS-DILUTED> 0.68 13.12
</TABLE>
