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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 2012
For the fiscal year ended: December 31, 2013
or
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-23240

BLACKROCK GLOBAL HORIZONS I L.P.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		13-3716393 (I.R.S. Employer Identification No.)

c/o BlackRock Investment Management LLC 55 East 52nd Street New York, New York ~~10022~~10055 (Address of principal executive offices)

Registrant's telephone number, including area code: (609) 282-6996

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 registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No ý

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 ý No o

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company ý

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

The limited partnership units of the registrant are not publicly traded. Accordingly, there is no aggregate market value for the registrant's outstanding equity that is readily determinable.

As of February 1, ~~2013~~2014, limited partnership units with an aggregate value of $~~252~~127,~~460~~614,~~039~~091 were outstanding.

Documents Incorporated by Reference

The registrant's ~~2012~~2013 Annual Report and Report of Independent Registered Public Accounting Firm, and the annual report to security holders for the fiscal year ended December 31, ~~2012~~2013 is incorporated by reference into Part II, Item 8 and Part IV hereof and filed as an Exhibit herewith. Copies of the annual report are available free of charge by contacting Michael Pungello at 609-282-6996.

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BLACKROCK GLOBAL HORIZONS I L.P.

ANNUAL REPORT FOR ~~2012~~2013 ON FORM 10-K

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PART I
Item 1.	Business	1
Item 1A.	Risk factors	11
Item 1B.	Unresolved Staff Comments	3335
Item 2.	Properties	3335
Item 3.	Legal Proceedings	3435
Item 4.	Reserved	3435
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3536
Item 6.	Selected Financial Data	3738
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4344
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 8.	Consolidated Financial Statements and Supplementary Data	62
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	63
Item 9A.	Controls and Procedures	63
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	65
Item 11.	Executive Compensation	66
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related ~~Stockholders~~Stockholder Matters	66
Item 13.	Certain Relationships and Related Transactions, and Director Independence	67
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	67
PART IV
Item 15.	Exhibits and Consolidated Financial Statement Schedules	69

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PART I

Item 1: Business

(a) General Development of Business:

BlackRock Global Horizons I L.P. (the "Partnership") was organized under the Delaware Revised Uniform Limited Partnership Act on May 11, 1993 and began trading operations on January 4, 1994. The Partnership trades in the international futures, options on futures and forward markets with the objective of achieving, through speculative trading, substantial capital appreciation over time. The Partnership's assets are allocated and reallocated by the General Partner (defined below) to accounts managed by independent professional advisors (each a "Trading Advisor") on behalf of the Partnership (or a subsidiary of the Partnership) or to one or more commodity pools (each a "Portfolio Fund") operated and managed by Trading Advisors that are registered as "commodity pool operators" under the Commodity Exchange Act (the "CEA").

BlackRock Investment Management, LLC (the "General Partner" or "BRIM"), a wholly owned subsidiary of BlackRock, Inc. ("BlackRock"), is the general partner of the Partnership. The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock.

When the Partnership is offering its units of limited partnership interest ("Units"), it receives and processes subscriptions on a continuous basis throughout each month. Investors whose subscriptions are accepted during a month are admitted to the Partnership as limited partners (each a "Limited Partner") as of the beginning of the immediately following month, acquiring Units at the net asset value ("Net Asset Value") per Unit as of the date of admission. Investors' customer securities accounts are generally debited in the amount of their subscriptions on a single monthly settlement date within approximately ten calendar days the issuance of the Units.

As of December 31, ~~2012~~2013, the capitalization of the Partnership was $~~261~~131,~~662~~681,~~968~~323 and the Net Asset Value per Series F (the initial Series of Units), originally $100 as of January 4, 1994, had risen to $~~230~~212.6756.

Through December 31, ~~2012~~2013, the highest month-end Net Asset Value of Series F Units was $284.04 (January 31, 2009) and the lowest was $97.36 (February 28, 1994).

The Partnership's Series A Units and Series I Units of limited partnership interest are generally available as of the beginning of each calendar month. Series F Units and Series G Units are no longer offered.

The General Partner has formed a number of subsidiaries in the form of limited liability companies ("LLCs") to hold Partnership assets allocated to each particular Trading Advisor. Each of these subsidiaries has, in turn, entered into an advisory agreement with each respective Trading Advisor. The primary purpose of these subsidiaries is to segregate the assets of the Partnership allocated to any one Trading Advisor from the other assets of the Partnership in order to seek to limit liability for trading losses by any one Trading Advisor to the assets allocated to such subsidiary. However within each subsidiary, there will be no segregation of liabilities of the Partnership and any other funds or accounts that may allocate assets to the same subsidiary of the Partnership.

All wholly owned subsidiaries of the Partnership have been consolidated. All transactions between consolidated subsidiaries have been eliminated in consolidation. From time to time, other funds and accounts managed by the General Partner or its affiliates may also invest in such subsidiaries in order to gain exposure to the relevant Trading Advisor. In such instances where the Partnership is not the sole investor in the subsidiary, the subsidiary will no longer be consolidated (the "Non-Consolidated LLCs"), and the Partnership's investment in the Non-Consolidated LLCs will be presented as Investments in Non-Consolidated LLCs on the Consolidated Statements of Financial

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Condition. Effective May 1, 2011 and subsequently on ~~October~~November 1, 2011 and ~~November~~May 17, ~~2011~~2013, other funds managed by the General Partner invested in several of the subsidiaries of ~~the~~ the Partnership.

(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. See Item 15—"Exhibits and Consolidated Financial Statement Schedules".

(c) Narrative Description of Business:

General

The Partnership trades in the international futures, options on futures and forward markets with the objective of achieving substantial capital appreciation over time. The Partnership's assets are allocated and reallocated by the General Partner to subsidiaries managed by the Trading Advisors on behalf of the Partnership, applying proprietary strategies in numerous markets. The General Partner, in its discretion, forms one or more subsidiaries (for example, as one or more limited liability companies) to hold Partnership assets allocated to a particular Trading Advisor. The purpose of these subsidiaries is to segregate the assets of the Partnership allocated to any one Trading Advisor from the other assets of the Partnership in order to seek to limit liability for trading losses by any one Trading Advisor to the assets allocated to such subsidiary. The Partnership may also continue to hold assets at the "parent company" level, which may not be identifiable to one or more subsidiaries.

The Partnership's assets are allocated and reallocated by the General Partner to subsidiaries managed by the Trading Advisors on behalf of the Partnership, applying proprietary strategies in numerous markets. The General Partner may, in its discretion, form one or more subsidiaries (for example, as one or more limited liability companies) to hold Partnership assets allocated to a particular Trading Advisor. The purpose of these subsidiaries is to segregate the assets of the Partnership allocated to any one Trading Advisor from the other assets of the Partnership in order to seek to limit liability for trading losses by any one Trading Advisor to the assets allocated to such subsidiary. The Partnership may also continue to hold assets at the "parent company" level, which may not be identifiable to one or more subsidiaries.

The General Partner monitors the performance of several hundred managed futures advisors. Both quantitative and qualitative criteria are factors in the General Partner's selection process, including the following: type of trading program; risk control; duration and speed of recovery from drawdowns; experience; organizational infrastructure; and low correlation in the past with traditional investments such as stocks and bonds. Trading Advisors' past records are evaluated comparatively with a view to combining Trading Advisors whose respective trading results have historically demonstrated not only a low degree of correlation with stocks and bonds but also with the other Trading Advisors selected. In addition to qualitative factors concerning the Trading Advisors, statistical analysis is used to develop Trading Advisor combinations which the General Partner identifies as having reward/risk profiles consistent with the General Partner's objectives. By identifying Trading Advisor combinations in this way, the General Partner hopes to maintain profit potential while also reducing the risk of major equity declines.

In selecting Trading Advisors for the Partnership, the General Partner emphasizes retaining multiple Trading Advisors, trading in multiple markets and implementing multiple strategies. The General Partner also evaluates the overall market diversification and emphasis that different possible Trading Advisor combinations would give the Partnership. Discretionary and systematic as well as fundamental and technical Trading Advisors may be retained from time to time. The General Partner may allocate Partnership assets to Trading Advisors specializing in particular market sectors and to Trading Advisors which trade broadly diversified portfolios. By diversifying strategies as well as markets, the General Partner can create Trading Advisor combinations for the Partnership that should have good profit potential across a wide range of different market cycles. Although the General Partner maintains diversification in the Partnership's portfolio, the General Partner emphasizes those strategies that the General Partner believes are more likely to be profitable than others based on the General Partner's evaluation of likely near-term market conditions. The General Partner is not bound by any strict diversification guidelines; certain of the Trading Advisors selected by the General Partner may be allocated substantially larger portions of the Partnership's assets than other Trading Advisors.

Set forth below is a chart which provides the Partnership's current Trading Advisors, the portion of the Partnership's assets that each controlled as of December 1, 2013, the general trading focus of each

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~~Set~~such ~~forth below is a chart which provides the Partnership's current~~ Trading ~~Advisors, the portion of the Partnership's assets that each controlled as of December 1, 2012, the general trading focus of each such Trading~~ Advisor, an indication as to whether each Trading Advisor's program is discretionary or systematic, as well as the commodity pool operator ("CPO") and investment adviser registration status of each Trading Advisor (with the Commodity Futures Trading Commission (the "CFTC") and Securities and Exchange Commission (the "SEC"), respectively).

Trading Advisors	Systematic / Discretionary	General Trading Focus			CPO Registration Status	Investment Adviser Registration Status
Abraham Trading—Diversified Program*	Systematic	Long-term trend-following	6.65	%	Registered	Not Registered
Abraham Trading LP—Diversified Program*	Systematic	Long-term trend-following	6.20	%	Registered	Not Registered
Blackwater Capital Management—Diversified Program*	Systematic	Medium-term trend-following	7.00	%	Registered	Not Registered
Blackwater Capital Management LLC—Diversified Program*	Systematic	Medium-term trend-following	6.90	%	Registered	Not Registered
Cantab Capital Partners—CCP Quantitative Fund Program*	Systematic	Medium-term trend-following and mean reversion	9.25	%	Registered	Not Registered
Cantab Capital Partners LLP—Core Macro Fund Program*	Systematic	Medium-term trend-following and mean reversion	6.40	%	Registered	Not Registered
Capital Fund Management S.A.	Systematic	Short-term trend following	87.7500	%	Registered	Registered
Crabel Capital Management—Two Plus Program	Systematic	Short-term trend-following	5.00	%	Registered	Not Registered
Crabel Capital Management LLC—Diversified Futures Program	Systematic	Short-term trend-following	7.50	%	Registered	Not Registered
G Capital Fund Management LLC—Liquid Global Macro Portfolio	Discretionary	Fundemental global macro	12.00	%	Registered	Registered
Higgs Capital Management, LLP	Discretionary	Discretionary macro	912.2550	%	Not Registered	Not Registered
NuWave Combined Futures Program*	Systematic	Medium-term pattern recognition	6.65	%	Registered	Registered
Ortus Capital Management Ltd—Currency Program	Systematic	Medium-term econometric	4.75	%	Registered	Registered
Ortus Capital Management Ltd—Currency Program	Systematic	Medium-term econometric	9.90	%	Registered	Not Registered
QMS Capital Management LP*	Systematic	Diversified financial focus	10.75	%	Registered	Not Registered
Quantitative Investment Management—Global Program*	Systematic	Short-term pattern recognition	7.9025	%	Registered	Registered
Solaise Capital Management, LLP—Systematic Program	Systematic	Medium-term trend-following	68.9525	%	Registered	~~Not~~ Registered
Winton Capital—Diversified Program	Systematic	Medium-term trend-following	10.70	%	Registered	Registered
Winton Capital Management Ltd.—Diversified Program	Systematic	Medium-term trend-following	10.50	%	Registered	Registered

*: Currently reflected on the Partnership's consolidated financial statements as Investments in Non-Consolidated LLCs.

BRIM may, from time to time, direct certain individual Trading Advisors to manage their respective Partnership accounts as if they were managing more equity than the actual capital allocated to them.

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BRIM may, from time to time, direct certain individual Trading Advisors to manage their respective Partnership accounts as if they were managing more equity than the actual capital allocated to them.

One of the objectives of the Partnership is to provide diversification for a limited portion of the risk segment of the Limited Partners' portfolios. Commodity pool performance has historically demonstrated a low degree of performance correlation with traditional stock and bond holdings. Past performance is not indicative of future results.

The General Partner has formed, in its discretion, one or more subsidiaries to hold Partnership assets allocated to a particular Trading Advisor. The purpose of these subsidiaries is to segregate the assets of the Partnership allocated to any one Trading Advisor from the other assets of the Partnership in order to seek to limit liability for trading losses by any one Trading Advisor to the assets allocated to such subsidiary. Other funds or accounts managed by BRIM or its affiliates may also allocate capital to these subsidiaries, pari passu with the Partnership, in order to consolidate investments with a Trading Advisor into a single entity. Potential benefits of aggregating investments in subsidiaries include preservation of high water marks, greater liquidity with respect to the account of the subsidiary (e.g., with respect to lock-ups), reduced fees (e.g., redemption fees) and efficiency associated with subscriptions and redemptions. The collective nature of these subsidiaries also has potential costs, risks and conflicts, particularly at times when the Partnership, other funds or accounts managed by BRIM and/or the applicable Trading Advisor(s) are experiencing sustained or high levels of redemption pressure or markets are illiquid. There is no limitation on the amount or number of such funds or accounts or the amount of their respective allocation to any such subsidiary and such allocations may be significant. There will be no segregation of liabilities between the Partnership and any other such funds or accounts that allocate assets to the same subsidiary as the Partnership. When investing in a subsidiary, no management fees or performance-based compensation will be charged to the Partnership by any subsidiary; however, such subsidiary will be charged management fees and performance-based compensation by the Trading Advisors. However, the value of the Partnership's investments in any subsidiary will be included in the calculation and assessment of the Partnership's Sponsor's Fee and the Partnership will pay its pro rata portion of such subsidiary's expenses, including fees and expenses of the applicable Trading Advisor. As a result, the Partnership may be subject to higher operating expenses than if the Partnership allocated capital to Trading Advisors directly.

The advisory agreements between the Partnership (or a subsidiary of the Partnership), the General Partner and each Trading Advisor govern the relationships with the Trading Advisors, each of which have been attached as exhibits to certain ~~Company~~Partnership's prior filings. The principal terms of this form of advisory agreement include the management fees (the "Management Fees"), performance-based allocations (the "Profit Shares"), indemnification provisions and the term of the advisory agreement. Set forth below are general summary descriptions of these terms as well as the minimum account maintenance level of each Trading Advisor. As each advisory agreement is specifically negotiated with each Trading Advisor, there are certain variations within the terms of each of the advisory agreements. As noted above, each of these advisory agreements have been attached as exhibits to certain of the Partnership's prior filings.

Management Fees. Generally, Management Fees approximate between 0% and 2% (annualized) of the Net Asset Value of the Partnership's account managed by a Trading Advisor.

Profit Shares. Profit Shares generally are between 1510% and 30% of the net capital appreciation in the Partnership's account managed by a Trading Advisor for the applicable period, generally quarterly or annually, and are calculated on a cumulative high water mark basis, including realized and unrealized gains and losses from futures trading. Each Trading Advisor must earn back any losses previously experienced by the Trading Advisor prior to any new Profit Shares being paid. However, Profit Shares once paid to a Trading Advisor are not subject to being repaid to the Partnership from the Trading Advisor as a result of subsequent realized or unrealized losses.

Indemnification. The advisory agreements generally provide that the Partnership (or a subsidiary of the Partnership) will indemnify the relevant Trading Advisor, its affiliates and their

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~~being~~respective ~~paid.~~directors, ~~However~~officers, ~~Profit~~shareholders, ~~Shares~~employees ~~once~~and ~~paid~~controlling topersons for conduct undertaken as a ~~Trading~~trading ~~Advisor~~advisor ~~are~~or otherwise relating to any action or omission of such persons (or alleged action or omission) in connection with the advisory agreements; provided that such action or omission (or alleged action or omission) does not ~~subject~~constitute negligence (or gross negligence in some cases), misconduct or breach of the advisory agreements and was done in good faith and in a manner reasonably believed to ~~being~~be ~~repaid~~in, or not opposed to, the best interests of the Partnership. ~~from~~The advisory agreements generally provide that the ~~Trading~~foregoing ~~Advisor~~indemnified asparties ashall ~~result~~not ofbe ~~subsequent~~liable ~~realized~~to the Partnership for actions or ~~unrealized~~omissions ~~losses~~within the scope of the standards set forth in the foregoing indemnities.

Indemnification. The advisory agreements generally provide that the Partnership (or a subsidiary of the Partnership) will indemnify the relevant Trading Advisor, its affiliates and their respective directors, officers, shareholders, employees and controlling persons for conduct undertaken as a trading advisor or otherwise relating to any action or omission of such persons (or alleged action or omission) in connection with the advisory agreements; provided that such action or omission (or alleged action or omission) does not constitute negligence (or gross negligence in some cases), misconduct or breach of the advisory agreements and was done in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Partnership. The advisory agreements generally provide that the foregoing indemnified parties shall not be liable to the Partnership for actions or omissions within the scope of the standards set forth in the foregoing indemnities.

Term. The advisory agreements will be automatically renewed for successive year periods, on the same terms, unless terminated by either the relevant Trading Advisor or the Partnership (or a subsidiary of the Partnership). In most instances, a Trading Advisor may terminate its advisory agreement if the equity in the Partnership's account drops below a specified minimum amount as of the close of business on any day, among other reasons. The General Partner may terminate the advisory agreements as of any month-end.

Minimum Investment Maintenance Levels. The minimum investment maintenance levels with each Trading Advisor are as follows: Abraham Trading LP: $1,000,000; Blackwater Capital Management LLC: $1,000,000; Cantab Capital Partners LLP: $1525,000,000; Capital Fund Management S.A.: $50,000,000; ~~Crabel~~ Crabel Capital Management LLC: $1,000,000; G Capital Fund Management LLC: $25,000,000; ~~Higgs~~QMS Capital Management, ~~LLP~~LP: $~~10,000,000; NuWave Investment Management LLC: $5,000,000; Ortus Capital Management Ltd.: $~~20,000,000; Quantitative Investment Management: none; Solaise Capital Management, LLP: $10,000,000; and Winton Capital Management Limited: $1,000,000. A failure to maintain the minimum investment maintenance level does not result in an automatic termination of the agreement with the Trading Advisor, rather it permits the Trading Advisor to terminate the advisory agreement. The relationship with ~~Mapleridge~~Higgs Capital ~~Corporation~~Management, LLP was terminated on ~~February~~December 2919, ~~2012~~2013 and the relationship with ~~Boronia~~Ortus Capital ~~Pty~~Management Ltd. was terminated on ~~November~~ December 230, ~~2012~~2013.

Use of Proceeds and Interest

Subscription Proceeds.

BRIM pays from its own funds the selling commissions relating to the sale of the Units, except that investors in Series I Units may be subject to an upfront selling commission of up to 1% of their subscription but are not subject to Redemption Charges, ("Redemption Charges"). Accordingly, 100% of the proceeds of Unit sales are received in cash by the Partnership and available for use in its speculative trading either directly through accounts managed by Trading Advisors on behalf of the Partnership (or a subsidiary of the Partnership) or to one or more commodity pools (each a "Portfolio Fund") operated and traded by such Trading Advisors. In such trading, assets are used as security for and to pay for trading losses, as well as any expenses and redemptions. The primary use of the proceeds of the sale of the Units is to permit the Trading Advisors to trade on a speculative basis in a wide range of different futures, forwards and options on futures markets. While being used for this purpose, the Partnership's assets are also generally available to earn interest, as more fully described below. The most recent continuous offering of Units began effective February 1, 2004.

Market Sectors.

The Partnership and Portfolio Funds which may be allocated Partnership assets trade in a diversified group of markets under the direction of multiple independent Trading Advisors. These Trading Advisors can, and do, from time to time, materially alter the allocation of their overall trading commitments among different market sectors. There is no restriction on the commodity interests, that

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may be ~~Market~~traded ~~Sectors~~by any Trading Advisor or the frequency with which a Trading Advisor may alter its market sector allocations.

Market Types.

The Partnership and Portfolio Funds which may be allocated Partnership assets trade on a variety of United States and foreign futures exchanges. Substantially all of the Partnership's off-exchange trading takes place in the highly liquid, institutional spot and forward foreign exchange markets (the "FX Markets") where there are no direct execution costs. Instead, the participant banks and dealers in the FX Markets take a "spread" between the prices at which they are prepared to buy and sell a particular currency, and such spreads are built into the pricing of the spot or forward contracts traded with the Partnership. In its exchange of futures for physical ("EFP") trading, the Partnership acquires cash currency positions through banks and dealers. 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.

Portfolio Fund currency trades and EFP trading are subject to similar considerations.

As in the case of its market sector allocations, the Partnership's commitments to different types of markets—U.S. and non-U.S., regulated and nonregulated—differ substantially from time to time, as well as over time.

Custody of Assets.

The Bank of New York Mellon provides custody services for the Partnership. The Partnership's and subsidiaries' assets are held in cash and customer segregated managed accounts at Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Newedge USA, LLC ("Newedge USA"), J.P. Morgan Securities LLC ("JPMS"), Morgan Stanley & Co. LLC ("MS&Co."), UBS Securities LLC ("UBS Securities"), Barclays Bank PLC ("Barclays"), HSBC Bank plc ("HSBC") and any other clearing brokers that may be utilized by the Partnership in the future (the "Clearing Brokers") or allocated to one or more Portfolio Funds for which custodians and clearing brokers are selected by the independent professional advisors of such Portfolio Funds or managed accounts (the "Trading Advisors") and at a custody account at State Street Bank and Trust Company ("State Street"). As of December 31, ~~2012~~2013, there were no assets held in any Portfolio Funds. In the event that the Partnership invests in a Portfolio Fund, the Trading Advisor of such Portfolio Fund will select the Portfolio Fund's custodians and clearing brokers. Partnership assets not deployed in in support of futures or over-the-counter ("OTC") positions are on deposit with The Bank of New York Mellon.

Interest Paid on the Partnership's U.S. Dollar and Non-U.S. Dollar Assets.

On assets held in U.S. dollars, MLPF&S credits the Partnership with interest at the prevailing 91-day U.S. Treasury bill rate. On assets held in U.S. dollars, Newedge USA credits the Partnership with interest at 98% of the prevailing 91-day U.S. Treasury bill rate. On assets held in U.S. dollars, JPMS credits the Partnership with interest at the prevailing Federal Funds rate minus 12 basis points, when applicable. On assets held in U.S. dollars, MS&Co. credits the Partnership with interest at the prevailing Federal Funds rate. On assets held in U.S. dollars, UBS Securities credits the Partnership with interest at the prevailing Federal Funds rate. On assets held in U.S. dollars, Barclays credits the Partnership with interest at the prevailing Federal Funds rate. On assets held in U.S. dollars, HSBC credits the Partnership with interest at the prevailing Federal Funds rate. The Partnership is credited with interest on any of its assets and net gains actually held by MLPF&S or Newedge USA in non-U.S. dollar currencies at a prevailing local rate received by MLPF&S or Newedge USA. MLPF&S or

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~~prevailing local rate received by MLPF&S or~~ Newedge USA. ~~MLPF&S or Newedge USA~~ may derive certain economic benefit, in excess of the interest which MLPF&S or Newedge USA pays to the Partnership, from possession of such assets.

MLPF&S charges the Partnership MLPF&S's cost of financing realized and unrealized losses on the Partnership's non-U.S. dollar denominated positions. Such amounts generally are netted against interest income due to the immateriality of such amounts.

Assets held at The Bank of New York Mellon earn interest at money market interest rates. Due to the current interest rate environment, the Partnership's cash investments, which ~~could~~ include a significant investment in a BlackRock-affiliated money market fund as of December 31, 2013, are earning a lower rate of return in recent periods than the return that they had been earning in past periods. Income from these cash investments is also lower than in the previous periods due to lower cash balances.

Charges

The following tables summarize the charges incurred by the Partnership during ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011:

	2012(1)					2011(1)					2010
	2013(1)					2012(1)					2011(1)
Charges	Dollar Amount		% of Average Month-End Net Assets			Dollar Amount		% of Average Month-End Net Assets			Dollar Amount		% of Average Month-End Net Assets
Profit Shares	$	~~355~~164,~~170~~855		0.1008	%	$	1355,~~490,923~~170		0.3810	%	$	41,~~126~~490,~~005~~923		10.2438	%
Distribution fees		63,~~142~~775,~~552~~874		1.8089	%		106,~~193~~142,~~861~~552		21.6180	%		910,~~553~~193,~~526~~861		2.8661	%
Trading Advisors' management fees		21,~~943~~904,~~719~~398		0.8695	%		52,~~073~~943,~~428~~719		10.3086	%		45,~~558~~073,~~253~~428		1.3730	%
Sponsor fees		21,~~580~~589,~~154~~593		0.7680	%		42,~~286~~580,~~905~~154		10.0976	%		4,~~014~~286,~~803~~905		1.2109	%
Administrator fees		~~756~~451,~~231~~129		0.2223	%		1756,~~028,273~~231		0.2622	%		1,~~009~~028,~~000~~273		0.3026	%
Professional fees		~~976~~400,~~629~~846		0.2920	%		~~549~~976,~~755~~629		0.1429	%		~~705~~549,~~034~~755		0.2114	%
Other		~~214~~265,~~315~~135		0.0613	%		~~429~~214,~~317~~315		0.1106	%		~~392~~429,~~000~~317		0.1211	%
Total	$	13,968,770		4.09	%	$	23,052,462		5.89	%	$	24,358,621		7.31	%

Total	$	8,551,830		4.28	%	$	13,968,770		4.09	%	$	23,052,462		5.89	%

(1)Excludes the Partnership's proportionate share of expenses from its ~~investments~~Investments in Non-Consolidated LLCs.

	2012(2)					2011(2)					2010
	2013(2)					2012(2)					2011(2)
Charges	Dollar Amount		% of Average Month-End Net Assets			Dollar Amount		% of Average Month-End Net Assets			Dollar Amount		% of Average Month-End Net Assets
Profit Shares	$	2463,~~558,658~~895		0.7523	%	$	12,~~525~~558,~~920~~658		0.3975	%	$	41,~~126~~525,~~005~~920		10.2439	%
Distribution fees		105,~~096~~849,~~585~~462		2.9593	%		1110,~~475~~096,~~834~~585		2.9395	%		911,~~553~~475,~~526~~834		2.8693	%
Trading Advisors' management fees		42,~~832~~708,~~034~~870		1.4136	%		54,~~509~~832,~~056~~034		1.41	%		45,~~558~~509,~~253~~056		1.3741	%
Sponsor fees		42,~~241~~462,~~010~~311		1.2423	%		4,~~825~~241,~~781~~010		1.2324	%		4,~~014~~825,~~803~~781		1.2123	%
Administrator fees		1667,~~172,551~~356		0.3433	%		1,~~147~~172,~~654~~551		0.2934	%		1,~~009~~147,~~000~~654		0.3029	%
Professional fees		1618,~~595,810~~085		0.4731	%		~~616~~1,~~456~~595,810		0.1647	%		~~705~~616,~~034~~456		0.2116	%
Other		~~369~~429,~~176~~471		0.1122	%		~~487~~369,~~660~~176		0.1311	%		~~392~~487,~~000~~660		0.1213	%
Total	$	24,865,824		7.27	%	$	25,588,361		6.54	%	$	24,358,621		7.31	%

Total	$	13,199,450		6.61	%	$	24,865,824		7.27	%	$	25,588,361		6.54	%

(2)Includes the Partnership's proportionate share of expenses from its ~~investments~~Investments in Non-Consolidated LLCs.

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The foregoing table does not reflect the bid-ask spreads paid by the Partnership on its forward trading, or the benefits which may be derived from the deposit of certain of the Partnership's U.S. dollar available assets maintained at MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC and ~~SSBT~~State Street.

The Partnership's average month-end Net Assets during ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011 equaled $~~341~~199,~~936~~816,~~687~~587, $~~391~~341,~~184~~936,~~526~~687 and $~~333~~391,~~087~~184,~~003~~526, respectively.

During ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011, the Partnership earned $~~219~~67,~~591~~172, $~~269~~219,~~659~~591 and $~~492~~269,~~166~~659, respectively, in interest income, or approximately 0.0603%, 0.0706% and 0.1507%, respectively, of the Partnership's average month-end Net Assets.

Description of Current Charges

Recipient	Nature of Payment	Amount of Payment
MLPF&S	Clearing costs / Brokerage commissions	MLPF&S is paid actual commodity clearing fees at market rates.
Newedge USA	Clearing costs / Brokerage commissions	Newedge USA is paid actual commodity clearing fees at market rates.
JPMS	Clearing costs / Brokerage commissions	JPMS is paid actual commodity clearing fees at market rates.
MS&Co.	Clearing costs / Brokerage commissions	MS&Co. is paid actual commodity clearing fees at market rates.
Barclays	Clearing costs/ Brokerage commissions	Barclays is paid actual clearing fees at market rates.
HSBC	Clearing costs/ Brokerage commissions	HSBC is paid actual clearing fees at market rates.
UBS Securities	Clearing costs/ Brokerage commissions	UBS Securities was paid actual clearing fees at market rates.

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Recipient	Nature of Payment	Amount of Payment
MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities and State Street	Use of Partnership assets	MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, and State Street may derive certain economic benefit from the deposit of certain of the Partnership's U.S. dollar assets in accounts maintained at MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities and State Street.
MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC and State Street	Use of Partnership assets	MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC and State Street may derive certain economic benefit from the deposit of certain of the Partnership's U.S. dollar assets in accounts maintained at MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC and State Street.
BRIM	Sponsor fees	Series A, F and G pay Sponsor fees at an annual rate of 1.25% and Series I pays Sponsor fees at an annual rate of 1.00% to the General Partner.
Other Counterparties	Bid-ask spreads	Bid-ask spreads on forward and related trades.
BRIM	Distribution fees	Series A, F and G pay distribution fees of 3% of the Partnership's month-end traded assets allocated to that Series, after reduction for the fees accrued with respect to such assets. Series I does not pay distribution fees. The distribution fee is paid to the General Partner, who will then pay the distribution fee to third-party selling agents, if any. Such selling agents in turn may use such funds to compensate financial advisors and/or to cover the costs of supporting client accounts within the third party organization. If there are no payments to third-party selling agents with respect to a particular investor, the distribution fee will be retained by the General Partner or paid to an affiliate.
Trading Advisors	Profit Shares	All Trading Advisors can receive quarterly or annual Profit Shares from the Partnership or a Portfolio Fund ranging from 1510% to 30% (depending on the Trading Advisor) of any New Trading Profit achieved by their Partnership account. Profit Shares are also paid upon redemption of Units and upon the net reallocation of assets away from a Trading Advisor. New Trading Profit is calculated separately in respect of each Trading Advisor, irrespective of the overall performance of the Partnership. As a result, the Partnership may pay substantial Profit Shares during periods when it is incurring significant overall losses.
Trading Advisors	Management Fees	Each Series pays Management Fees, which are based on a percentage-of-assets, to the Trading Advisors range from 0% to 2% (annualized) of that Series net assets allocated to each individual Trading Advisor.

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Recipient	Nature of Payment	Amount of Payment
Transfer Agent	Administrator fees	Actual costs incurred are paid by the Partnership. BNY Mellon Investment Servicing (U.S.) Inc. ("BNY Mellon") serves as the Partnership's transfer agent.
Administrator	Administrator fees	Actual costs incurred are paid by the Partnership. SS&C Technologies New Jersey, Inc. serves as the administrator of the Partnership ("SS&C" or the "Administrator").
Custodian	Custody fees	The Bank of New York Mellon ("The Bank of New York Mellon") serves as the Partnership's custodian. As of December 31, ~~2012~~2013, $~~117~~62,~~403~~321,~~824~~409 was held in custody at The Bank of New York Mellon.
BRIM	Sponsor Fee reimbursement	BRIM will reimburse the Partnership for fees and expenses paid by the Partnership, not including the Trading Advisor's Profit Shares (such fees and expenses, exclusive of the Trading Advisor's Profit Shares, collectively referred to herein as "Capped Expenses") that would be in excess of 1/12 of 7.25% of the Partnership's Net Asset Value (the "Expense Cap") on the last business day of each month (each a "Regularly Scheduled Calculation Date"). Because Series I Units (the "Institutional Series" which are offered to a limited number of institutional investors) are not subject to the 3% distribution fee, the Expense Cap for Series I Units is 4.25% annually, rather than the 7.25% annual Expense Cap for all other Units. The Expense Cap does not take into account expenses incurred by the Partnership as an investor in a Portfolio Fund, other than in respect of the Management Fee paid by the Portfolio Funds to the Trading Advisors.
Others	Professional and Other fees	Actual costs incurred are paid by the Partnership.
BRIM;
Others	Extraordinary expenses	Actual costs incurred; none paid to date.

Regulation

The Partnership, BRIM, MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC and State Street are each subject to regulation by, and registered with, the CFTC and each is a member of the National Futures Association ("NFA") or otherwise eligible for exemption from registration with the CFTC and membership of the NFA. Certain of the Trading Advisors also are subject to registration by, and are registered with, the CFTC and are members of the NFA. Other than in respect of its periodic reporting requirements under the Securities Exchange Act of 1934, as ~~amended (the "Exchange Act")~~

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~~the~~amended (the "Exchange Act") the Partnership itself is generally not subject to regulation by the SEC. However, BRIM itself is registered as an "investment adviser" under the Investment Advisers Act of 1940, as amended. In the event BRIM's registration with the CFTC or membership in the NFA were terminated, or suspended, BRIM would be unable to continue to manage the business of the Partnership, and termination of the Partnership could result. The CFTC and certain commodity exchanges have established limits on the maximum net long or net short position which any person may hold or control in particular commodities. Most exchanges also limit the changes in futures contract prices that may occur during a single trading day. These limits may restrict the ability of the Trading Advisors to establish or liquidate positions on behalf of the Partnership (or a subsidiary of the Partnership). Currently currency forward contracts are not subject to regulation by any United States Government Agency, but under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Reform Act"), certain currency forward contracts may be subject to regulation in the future.

(i): through (xii)—not applicable.
(xiii): The Partnership has no employees.

(d) Financial Information about Geographic Areas

The Partnership does not engage in material operations in foreign countries, nor is a material portion of the Partnership's revenue derived from customers in foreign countries. However, the Partnership does allocate capital to Trading Advisors outside the United States and also trades, from the United States, on a number of foreign commodity exchanges. The Partnership does not engage in the sales of goods or services.

Item 1A: Risk Factors

Investors May Lose All or Substantially All of Their Investment

Investors must be prepared to lose all or substantially all of their investment. The Partnership has no "principal protection" feature assuring the return of subscribers' initial investment as of a specified future date. To the extent that the Partnership allocates assets to Portfolio Funds (rather than an account of the Partnership or a subsidiary of the Partnership), the risks described below will apply equally to any such Portfolio Fund, unless otherwise provided below.

No guarantee or representation is made that the Partnership, any of the investment strategies utilized by the Trading Advisors or the Portfolio Funds (if any) will achieve their respective investment objectives. The Partnership's capital will be allocated primarily to Trading Advisors and, in general, neither the Partnership nor the General Partner will direct or influence the management of the Partnership's capital by these Trading Advisors. The Trading Advisors' investments may include instruments which may unexpectedly become illiquid, and may also utilize highly speculative investment techniques including investing in domestic and international futures and forward markets, high leverage, swaps and principal ("notional") contracts, currency forward trading, options on currency futures or on forward contracts. Accordingly, an investment in the Partnership is speculative and involves considerations and risk factors which prospective investors should consider before subscribing. The following is not intended to be a complete description or an exhaustive list of portfolio investments or risks. An investment in the Partnership should form only a part of a complete investment program, and an investor must be able to bear the loss of its entire investment. In addition, prospective investors should consult their own tax advisors regarding the potential tax consequences of the Partnership's activities and investments.

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Past Performance Not Necessarily Indicative of Future Results

Past performance is not necessarily indicative of future results. Neither the Trading Advisors' nor the Partnership's past performance may be representative of how they or it, respectively, may trade in the future. Prior to 2004, the Partnership generally retained 3-5 Trading Advisors, whereas currently the Partnership generally intends to retain 7-15 Trading Advisors and may retain more in the future. Consequently, even if past performance were indicative of future results, the performance of the Partnership prior to 2004 is not necessarily representative of the more broadly diversified strategy that the Partnership currently employs. Additionally, the General Partner has undertaken steps to change the expense structure of the Partnership, effective September 2007, and the General Partner believes that the revised expense structure should generally result in a lower cost of investment.

The General Partner has gradually expanded the Partnership's Trading Advisor portfolio over recent years. The effects of this increased diversification has yet to be determined.

Volatile Markets; Highly Leveraged Trading

Futures and forwards are inherently leveraged instruments. A futures or forward position may be opened by an initial deposit of only a fraction of the notional value of the position with a clearing broker (in the case of a futures contract) or a dealer (in the case of a forward). When only a small fraction of the value of the position is deposited to open the position, a similarly small change in the market value of the position can diminish or completely offset that deposit, requiring the deposit of additional capital with the clearing broker or dealer, and causing losses that are a multiple of the change in the market value of the position. For instance, if a futures position requiring the purchase and sale of $100,000 worth of a commodity has a 10% initial "risk margin" deposit requirement, a futures position is opened by depositing the minimum required $10,000 initial margin deposit, and the value of the position declines 10% (or $10,000), the clearing broker carrying the position will pay the $10,000 deposited to the clearinghouse as a mark-to-market payment, and the account will be required to close the position or deposit an additional $9,000 to bring the initial margin deposit back to 10% of the value of the now $90,000 position. In that scenario, the 10% market move caused losses of 100% of the $10,000 deposited to open the position. The risks of leveraged trading may be exacerbated due to the nature of the instruments underlying futures and forwards. The values of such instruments tend to be volatile and materially affected by unpredictable factors such as weather and governmental intervention. The combination of volatility in the value of the underlying commodities and the leverage inherent in futures and forwards creates a high degree of risk.

Substantial Charges

The Partnership is subject to substantial charges, including a distribution fee of 3% and a sponsor's fee of 1.25% charged to Series A, F and G. Series I does not pay a distribution fee, but does pay a sponsor's fee of 1.00%. The Partnership also pays Management Fees (on the order of 0%-2.0%) to the ~~Trading~~ Trading Advisors, and brokerage commissions. The Partnership's performance must be in excess of such charges for the Partnership not to experience losses.

The incentive compensation paid to the Trading Advisors is based on the individual performance of each Trading Advisor, not the overall performance of the Partnership. Historically, the Partnership has paid incentive compensation to certain Trading Advisors during periods when the performance of the Partnership as a whole was breakeven or unprofitable.

Importance of General Market Conditions

Overall market or economic conditions—which neither the General Partner nor any Trading Advisor can predict or control—have a material effect on performance. Furthermore, such overall conditions can adversely affect the performance of numerous Trading Advisors at or about the same ~~time, despite their implementing different and independent strategies. During periods of market stress, when the potential diversification benefits of an investment in the Partnership may be the most~~

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~~important~~time, despite their implementing different and independent strategies. During periods of market stress, when the potential diversification benefits of an investment in the Partnership may be the most important in terms of protecting an overall portfolio against major losses, a number of Trading Advisors may incur losses at or about the same time. Consequently, the multi-Trading Advisor structure of the Partnership does not assure that its performance will not be adversely affected by current and future market or economic conditions.

Market Disruptions; Governmental Intervention; the Dodd Frank Wall Street Reform and Consumer Protection Act (the "Reform Act")

The global financial markets have in the past few years gone through pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an "emergency" basis, suddenly and substantially eliminating market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition—as one would expect given the complexities of the financial markets and the limited time frame within which governments have felt compelled to take action—these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies.

The Partnership may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the Partnership from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to the Partnership. Market disruptions may from time to time cause dramatic losses for the Partnership, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

In response to the ~~recent~~2008 financial crises, the Obama Administration and the U.S. Congress proposed sweeping reform of the U.S. financial regulatory system. ~~After~~The ~~over a year of debate, the~~ Reform Act became law in July 2010. The Reform Act seeks to regulate markets, market participants and financial instruments that previously have been unregulated and substantially alters the regulation of many other markets, market participants and financial instruments. ~~Because~~While many ~~provisions~~rules, ofreports and studies required by the Reform Act ~~require~~have been proposed or finalized, the Reform Act requires additional rulemaking by the applicable regulators before becoming fully effective and the Reform Act mandates additional multiple agency reports and studies (which could result in additional legislative or regulatory action). Given the fluid nature of these various rules, reports and studies, it is difficult to predict the impact of the Reform Act on the Partnership, the Trading Advisors, and the markets in which they trade and invest. The Reform Act could result in certain investment strategies in which the Partnership engages or may have otherwise engaged becoming non-viable or non-economic to implement. The Reform Act and regulations adopted pursuant to the Reform Act could have a material adverse impact on the profit potential of the Partnership.

Speculative Position Limits

The CFTC and certain exchanges have established speculative position limits on the maximum net long or short futures and options positions which any person or group of persons acting in concert may hold or control in particular futures contracts. The CFTC has adopted a rule generally requiring each domestic U.S. exchange to set speculative position limits, subject to CFTC approval, for all futures contracts and options on futures contracts traded on such exchanges which are not already subject to speculative position limits established by the CFTC or such exchange. The CFTC has jurisdiction to establish speculative position limits with respect to all futures contracts and options on futures contracts traded on exchanges located in the United States, and any such exchange may impose additional limits on positions on that exchange. Generally, no speculative position limits are in effect with respect to the trading of forward contracts or trading on non-U.S. exchanges.

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The Reform Act significantly expands the CFTC's authority to impose position limits with respect to futures contracts, options on futures contracts, swaps that are economically equivalent to futures or options on futures, swaps that are traded on a regulated exchange and certain swaps that perform a significant price discovery function.

In October 2011, the CFTC adopted final regulations on position limits (the "Position Limits Rule"). On September 28, 2012 the Position Limits Rule was vacated by the United States District Court for the District of Columbia and remanded to the CFTC for further consideration. It is nevertheless possible that the Position Limits Rule may take effect in some form via a re-promulgation or a successful appeal by the CFTC of the District Court's ruling. The vacated Position Limits Rule established a position limits regime for 28 futures contracts on certain "exempt" (e.g. metal and energy contracts) and agricultural commodities and any economically equivalent futures, options and swaps. The Position Limits Rule also narrowed the definition of a bona fide hedging transaction for the purpose of obtaining an exemption from position limits, sets forth more stringent account aggregation standards and established visibility reporting requirements for certain exempt commodities (i.e., commodities that are neither excluded commodities nor agricultural commodities).

Because futures position limits allow a commodity trading advisor and its principals to control only a limited number of contracts in any one commodity, the Trading Advisors and their principals are potentially subject to a conflict among the interests of all accounts the Partnership and its principals control which are competing for shares of that limited number of contracts. Although the relevant Trading Advisor may be able to achieve the same performance results with OTC substitutes for futures contracts, the OTC market may be subject to differing prices, lesser liquidity and greater counterparty credit risks than the regulated USU.S. commodities exchanges. The relevant Trading Advisor may in the future reduce the size of the positions which would otherwise be taken or not trade in certain markets on behalf of the Partnership (or a subsidiary of the Partnership) in order to avoid exceeding such limits. Modification of such trades that would otherwise be made by the relevant Trading Advisor, if required, could adversely affect the Partnership's operations and profitability. Such modification, if required, could require the Partnership to liquidate certain positions more rapidly than might otherwise be desirable, and could adversely affect the performance of the Partnership. A violation of speculative position limits by the Partnership could lead to regulatory action materially adverse to the Partnership's prospects for profitability. Additionally, the CFTC could lower any applicable position limits, apply such limits to additional futures or commodity index contracts or restrict potentially relevant position limits exemptions.

On June 17, 2011, the CFTC published a proposed order that would provide persons and entities with temporary exemptive relief from certain of the provisions of the CEA, as added or amended by the Reform Act, while certain rulemaking proceedings necessary to implement the Reform Act are ongoing. The proposed order was adopted substantially as proposed on July 14, 2011. The CFTC has twice amended and extended the expiration dates of that final order, and many aspects of that final order expired on October 12, 2012. However, in connection with the revision of the definition of "security" to encompass security-based swaps and the exemptions for security based swaps, the compliance date for the final rules further defining the term "security-based swap" was February 11, 2013. The impact of the Reform Act on the Partnership cannot be known until these rulemaking procedures have been completed.

It is possible that in the future the rules concerning speculative position limits may be amended and/or supplemented in a manner that may be detrimental to the Partnership. Any such a change may alter to a material extent the nature of an investment in the Partnership or the ability of the Partnership and the Trading Advisors to continue to implement its investment approach.

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No Diversification Benefits if the Partnership is Not Profitable

If the Partnership does not trade successfully—after deduction of all fees and charges—it cannot serve as an effective diversification for a traditional portfolio.

No Assurance of Non-Correlation; Limited Value of Non-Correlation Even if Achieved

Not only is the past performance of the Partnership not necessarily indicative of its future results (due to the speculative character of managed futures), but also there can be no assurance, however the Partnership may perform, that the Partnership's results will be non-correlated with (i.e., unrelated to) the general stock and bond markets. If the Partnership's performance is not non-correlated to these markets, the Partnership cannot help diversify an overall portfolio.

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Even if the Partnership's performance is generally both profitable and non-correlated to the general stock and bond markets, it is highly likely that there will be significant periods during which the Partnership's results are similar to those of an investor's stock and bond holdings, thereby reducing or eliminating the Partnership's diversification benefits. During unfavorable economic cycles, an investment in the Partnership may increase rather than mitigate a portfolio's aggregate losses.

Combining Independent Trading Strategies

Combining independent trading strategies could involve substantial opportunity costs, as one Trading Advisor's profits are frequently offset by another Trading Advisor's losses. Different Trading Advisors often take opposite positions for the Partnership, eliminating the profit potential of the combined positions, while at the same time incurring transaction costs and paying advisory fees.

Market, Strategy and Management Risk

Market, strategy and management risk are the three broad categories of risk to which the Partnership will be subject. There are certain general market conditions in which any given investment strategy is unlikely to be profitable. Neither the Trading Advisors nor the General Partner has any ability to control or predict such market conditions. From time to time, the economic viability of an entire strategy may deteriorate, due to an excessive concentration of managers in the same investment approach or general economic events that disrupt the source of profits which the strategy seeks to exploit (for example, by disrupting historical pricing relationships). Short of such unusual problems as fraud or self-dealing by Trading Advisors, there are the more common problems of bad judgment or strategies changing over time.

Systematic Strategies

The Partnership's assets are allocated to Trading Advisors that rely on technical, systematic trading strategies. The widespread use of technical trading systems frequently results in numerous managers attempting to execute similar trades at or about the same time, altering trading patterns and affecting market liquidity. Furthermore, the profit potential of trend-following systems may be diminished by the changing character of the markets, which may make historical price data (on which technical programs are based) only marginally relevant to future market patterns.

Discretionary Strategies

Certain of the Partnership's Trading Advisors are discretionary rather than systematic traders. Discretionary ~~trading~~Trading ~~managers~~Advisors may be prone to emotionalism and a lack of discipline in their trading. Relying on subjective trading judgment may produce less consistent results than those obtained by more systematic approaches.

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Dependence on Trends

The best trading method or strategy, whether based on technical and/or fundamental analysis, will not be profitable if there are no price moves or trends of the kind that the strategy seeks to identify and follow. In the past, there have been periods without discernible trends and, presumably, such periods will continue to occur in the future. Any factor which would lessen the prospect of major trends occurring in the future may reduce the prospect that a Trading Advisor, whether employing a technical and/or fundamental trading strategy, will be profitable in the future. Any factor which would make it more difficult to execute trades at desired prices in accordance with the Trading Advisor's trading strategy (such as a significant lessening of liquidity in a particular market) would also be detrimental to profitability.

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Increased Assets Under Management

The General Partner has observed a tendency for the rates of return achieved by managed futures advisors to decline as assets under management increase. Many of the Trading Advisors are at or near their all-time high in assets under management, and do not typically impose a hard limit on assets under management. However, certain Trading ~~managers~~Advisors may place soft capacity limits on the amount of assets in certain of their trading programs, and others may determine not to accept investments from new investors.

Reliance on the General Partner and Trading Advisors

The success of the Partnership is dependent on the expertise of the General Partner. The General Partner is not required to devote its full time to the business of the Partnership, and there is no guarantee that any investment professional or other employee of the General Partner will allocate a substantial portion of his or her time to the Partnership. The loss of one or more individuals involved with the General Partner could have a material adverse effect on the performance or the continued operation of the Partnership. The same considerations apply to the Trading Advisors and their professionals or other employees. In addition, if the General Partner is removed, resigns or otherwise no longer serves as the General Partner of the Partnership, a large number of Trading Advisors may become unavailable to the Partnership, which may have an adverse impact on the Partnership's investment performance.

~~Portfolio~~Trading ~~managers~~Advisors are assigned to the Partnership and other clients of the General Partner ("Other Clients") by the BlackRock Alternative Advisors ("BAA") Investment Committee (the "Investment Committee") from among BAA investment professionals. Allocations among the Trading Advisors decisions are the responsibility of the assigned ~~portfolio~~Trading ~~manager~~Advisor, subject to the overall oversight of the Investment Committee. As such, even when the Partnership and Other Clients share the same or similar investment objectives, their individual portfolios may differ, in part based on the judgments of different portfolio managers, and for other reasons.

No Assurance of Trading Advisors' Continued Services; Competition for Trading Advisors

There is no assurance that any Trading Advisor will be willing or able to continue to provide advisory services to the Partnership. There is severe competition for the services of qualified Trading Advisors, and the Partnership may not be able to retain satisfactory replacement or additional Trading Advisors on acceptable terms. Trading Advisors generally have limited capacity and therefore, the General Partner attempts to equitably allocate such capacity among the different products advised by the General Partner. In certain circumstances, however, the Partnership may be unable to employ a specific Trading Advisor, even if such Trading Advisor may be beneficial to the Partnership, due to such capacity constraints. The identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available and adversely affecting the Partnership's ability to make certain investments or the terms upon which investments can be made. In addition, it is possible that the Partnership may have exposure to the same investment through more than one Trading Advisors. Furthermore, the applicable Trading Advisors could take opposing positions with respect to such investments and thus the Partnership's exposure to such underlying investment could move against each other.

Use of Multiple Trading Advisors

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~~increase, thus reducing the number of opportunities available and adversely affecting the Partnership's ability to make certain investments~~ or ~~the terms upon which investments can be made. In~~ ~~addition,~~more itTrading isAdvisors ~~possible that the Partnership~~ may ~~have~~be ~~exposure~~neutralized toby ~~the~~negative ~~same~~performance ~~investment~~experienced ~~through~~by ~~more~~other ~~than one~~ Trading Advisors. Furthermore, the applicable Trading Advisors could take opposing positions with respect to such investments and thus the Partnership's exposure to such underlying investment could move against each other.

Use of Multiple Trading Advisors

No assurance can be given that the collective performance of the Trading Advisors will result in profitable returns or avoid losses for the Partnership as a whole. Positive performance achieved by one or more Trading Advisors may be neutralized by negative performance experienced by other Trading Advisors.

Emerging Trading Advisors

The Partnership may allocate capital to Trading Advisors or invest in Portfolio Funds that are managed by Trading Advisors that have managed accounts or portfolio funds for a relatively short period of time ("Emerging Trading Advisors"). The previous experience of Emerging Trading Advisors is typically in trading proprietary accounts of financial institutions or managing unhedged accounts of institutional money managers or other investment firms. Because Emerging Trading Advisors may not have direct experience managing portfolio funds, including experience with financial, legal or regulatory considerations unique to portfolio fund management, and there is generally less information available on which to base an opinion of such Emerging Trading Advisors' investment and management expertise, investments with Emerging Trading Advisors may be subject to greater risk and uncertainty than investments with more experienced Trading Advisors.

Recession

Certain strategies implemented by the Trading Advisors may be materially less likely to achieve their objectives during periods of economic recession and a general slow down in the overall economy. It is impossible to predict whether the prevailing economic conditions will worsen, how long such conditions may persist and/or whether there may not be certain structural economic changes in the near-to mid-term future. Continued recession and/or any such changes as may result could be materially adverse for the prospects of the Partnership.

Reliance on Key Individuals

The success of a particular Trading Advisor is dependent on the expertise of the relevant Trading Advisor personnel. Certain Trading Advisors may have only one or a limited number of key individuals. The loss of one or more individuals from a Trading Advisor could have a material adverse effect on the performance of such Portfolio Fund which, in turn, could adversely affect the performance of the Partnership.

Trading Advisor Misconduct or Bad Judgment

The General Partner may have no, or only limited, access to information regarding the activities of the Trading Advisors. Furthermore, the General Partner cannot guarantee the accuracy or completeness of such information. As a consequence, although the General Partner will monitor the activities of the Trading Advisors, it may be difficult, if not impossible, for the General Partner to protect the Partnership from the risk of Trading Advisor fraud, misrepresentation or material strategy alteration. Limited Partners themselves will have no direct dealings or contractual relationships with the Trading Advisors and therefore will not be able to monitor the activities of the Trading Advisors.

Misconduct of Employees and of Third Party Service Providers

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information, which ~~Misconduct~~could result in litigation or serious financial harm, including limiting the Partnership's business prospects or future marketing activities. Despite the due diligence efforts of the General ~~Employees~~Partner, misconduct and ofintentional ~~Third~~misrepresentations ~~Party~~may ~~Service~~be ~~Providers~~ undetected or not fully comprehended, thereby potentially undermining the General Partner's due diligence efforts. As a result, no assurances can be given that the due diligence performed by the General Partner will identify or prevent any such misconduct.

Misconduct or misrepresentations by employees of the General Partner, Trading Advisors or third party service providers could cause significant losses to the Partnership. Employee misconduct may include binding a Trading Advisor or Portfolio Fund to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities, concealing unsuccessful trading activities (which, in any case, may result in unknown and unmanaged risks or losses) or making misrepresentations regarding any of the foregoing. Losses could also result from actions by third party service providers, including, without limitation, failing to recognize trades and misappropriating assets. In addition, employees and third party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the Partnership's business prospects or future marketing activities. Despite the due diligence efforts of the General Partner, misconduct and intentional misrepresentations may be undetected or not fully comprehended, thereby potentially undermining the General Partner's due diligence efforts. As a result, no assurances can be given that the due diligence performed by the General Partner will identify or prevent any such misconduct.

Reliance on Valuation Information from Trading Advisors and Third Parties

In order to value the assets and liabilities of the Partnership, the Partnership and/or the General Partner will rely on information provided by Trading Advisors of Portfolio Funds, their agents and/or outside parties. Such persons may provide inaccurate, incomplete, out-of-date or otherwise unreliable information.

Furthermore, the Trading Advisors of Portfolio Funds will generally face a conflict of interest in providing valuations to the Partnership since such valuations will affect the compensation of such Trading Advisors.

Risks Associated with Allocation to Portfolio Funds

The General Partner may allocate the Partnership's assets either to accounts managed by Trading Advisors on behalf of the Partnership (or a subsidiary of the Partnership) or to one or more Portfolio Funds operated and traded by Trading Advisors that are registered as CPOs under the CEA. With respect to assets allocated to a Portfolio Fund, the General Partner will lose some element of control over such assets in that such Portfolio Fund's Trading Advisor (rather than the General Partner) will determine where their money is custodied, who acts as futures broker and the like. Certain Portfolio Funds may maintain their assets in unregulated accounts fully subject to the risk and the credit rating of the broker. In some cases, the General Partner will not have access to trade information and will not be able to confirm whether agreed upon trading restrictions are being followed.

Most Portfolio Funds permit redemptions only periodically, for example as of the month-end or quarter-end, whereas in a managed account the General Partner can typically close the account on a more expedited basis. The Partnership will only be able to reduce its allocation to such Portfolio Funds periodically. Further, some Portfolio Funds may have the ability to delay or suspend redemptions in certain circumstances. Thus, the General Partner's ability to exit from a Trading Advisor and redeploy assets may be limited.

It is possible that the annual Schedule K-1 that investors receive for tax reporting purposes will arrive later if one or more of the Portfolio Funds runs late in delivering its own K -1s to investors.

Risks Associated with Redemptions by the Partnership from Portfolio Funds

The Partnership may redeem investments in Portfolio Funds either to reallocate Partnership assets or to raise redemption proceeds for redeeming Limited Partners. Redemptions for either purpose may impact both redeeming Limited Partners and remaining Limited Partners, although the consequences to each may be different.

Liquidity Mismatch. The Partnership's redemption policies may allow shorter redemption notices and more frequent redemption of Units than certain Portfolio Funds.

Other Limitations on Withdrawals from Portfolio Funds. If the Partnership allocates assets to one or more Portfolio Funds, the terms and conditions applicable to Portfolio Funds may permit the Portfolio Funds to (i) distribute assets in kind rather than pay redemptions in cash, (ii) suspend redemptions; thereby precluding the Partnership from liquidating its interest in such Portfolio Fund, (iii) impose other limitations upon redemptions or redemption payments. Accordingly, a Limited

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~~impact~~Partner ~~both~~seeking ~~redeeming~~to ~~Limited~~redeem ~~Partners~~Units ~~and~~may ~~remaining~~be ~~Limited~~subject ~~Partners,~~to ~~although~~the risks of a Portfolio Fund until such time that the ~~consequences~~Partnership has actually received its redemption proceeds from the Portfolio Fund. Moreover, in the event a Portfolio Fund suspends redemptions or fails to ~~each~~pay redemption proceeds, it may not be ~~different~~possible for the Partnership to pay redeeming Limited Partners their entire redemption amount.

Liquidity Mismatch. The Partnership's redemption policies may allow shorter redemption notices and more frequent redemption of Units than certain Portfolio Funds.

Other Limitations on Withdrawals from Portfolio Funds. If the Partnership allocates assets to one or more Portfolio Funds, the terms and conditions applicable to Portfolio Funds may permit the Portfolio Funds to (i) distribute assets in kind rather than pay redemptions in cash, (ii) suspend redemptions; thereby precluding the Partnership from liquidating its interest in such Portfolio Fund, (iii) impose other limitations upon redemptions or redemption payments. Accordingly, a Limited Partner seeking to redeem Units may be subject to the risks of a Portfolio Fund until such time that the Partnership has actually received its redemption proceeds from the Portfolio Fund. Moreover, in the event a Portfolio Fund suspends redemptions or fails to pay redemption proceeds, it may not be possible for the Partnership to pay redeeming Limited Partners their entire redemption amount.

Many Portfolio Funds retain the authority to suspend withdrawals, to establish substantial reserves (which may reduce amounts otherwise distributable to an investor such as the Partnership) and to withhold some or all of the withdrawal proceeds from a withdrawing investor so as to avoid having to liquidate investments prematurely in order to pay the withdrawing investor in full, or in circumstances in which it is not feasible to determine the exact value of the withdrawing investor's investment as of the date of withdrawal. During the recent financial market crisis, an unprecedented number of portfolio funds suspended withdrawals due to what the Trading Advisors believed to be an inability to execute portfolio transactions at reasonable price levels.

Secondary Market. The Partnership may sell Portfolio Funds on the secondary market. This may include, at the discretion of the General Partner, selling such Portfolio Funds at a discount, thereby triggering a similar economic effect as a redemption penalty.

The Partnership has not made any investments in Portfolio Funds to date so it has not had to raise funds from Portfolio Funds. Instead, the Partnership pays its redemptions with the cash held in its various operating accounts. Due to the nature of its futures trading, the Partnership generally has sufficient amounts of cash available to it. When it needs to fund redemptions, the General Partner will adjust the net assets allocated to the Partnership's various Trading Advisors as appropriate based upon its asset allocation process. The individual Trading Advisors decide which trading positions to liquidate in the accounts they manage, when necessary. To date, the Partnership has been able to satisfy all of its redemption requests in a timely manner, although no assurances can be given that it will be able to do so in the future.

Leveraging by Trading Advisors

Trading Advisors may engage in various forms of leverage, and the Partnership does not necessarily limit the use of leverage by individual Trading Advisors. Leverage may include both leveraged trading in futures and forwards (as described above under "Risk Factors—Volatile Markets; Highly Leveraged Trading") and other derivatives. To the extent that a Trading Advisor uses leverage, the value of the Partnership's net assets (or the relevant Portfolio Fund) will tend to increase or decrease at a greater rate than if no leverage were employed. Accordingly, any event which adversely affects the value of an investment by a Trading Advisor would be magnified to the extent that such investment is leveraged. Leverage has a similar effect on investments themselves, to the extent the issuer is leveraged, and can also affect the issuer's cash flow and operating results.

The cumulative effect of the use of leverage by Trading Advisors in a market that moves adversely to such Trading Advisors could result in a substantial loss to the Partnership which would be greater than if the Trading Advisors were not leveraged. As a result, if the Partnership's losses with respect to any Trading Advisor were to exceed the amount of capital allocated to that Trading Advisor, the Partnership could lose its entire investment. In addition, the Partnership itself may enter into leverage transactions. Leverage transactions by the Partnership would be in addition to any leverage transactions of Trading Advisors and is not limited by the amount, if any, by which Trading Advisors are leveraged.

Hedging Transactions

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~~any~~in ~~Trading~~interest ~~Advisor~~rates; ~~were~~(ii) enhance toor ~~exceed~~preserve ~~the~~returns, ~~amount~~spreads ofor ~~capital~~gains ~~allocated~~(including tounrealized ~~that~~gains) ~~Trading~~on ~~Advisor,~~any ~~the~~investment ~~Partnership~~in ~~could lose~~ its ~~entire~~portfolio; ~~investment.~~or In(iii) hedge ~~addition,~~ the ~~Partnership~~interest ~~itself~~rate ~~may~~or ~~enter into~~currency ~~leverage~~exchange ~~transactions.~~rate ~~Leverage~~on ~~transactions by the Partnership would be in addition to~~ any ~~leverage transactions~~ of ~~Trading~~its ~~Advisors~~liabilities ~~and~~or ~~is not limited by the amount, if any, by which Trading Advisors are leveraged~~assets.

Hedging Transactions

A Trading Advisor may utilize a variety of financial instruments, such as derivatives, options, interest rate swaps, caps and floors, forward contracts, both for investment purposes and for risk management purposes, for various reasons, including to: (i) protect against possible changes in the market value of its investment portfolio resulting from fluctuations in the financial markets and changes in interest rates; (ii) enhance or preserve returns, spreads or gains (including unrealized gains) on any investment in its portfolio; or (iii) hedge the interest rate or currency exchange rate on any of its liabilities or assets.

A Trading Advisor may not anticipate a particular risk so as to hedge against it. In addition, hedging transactions may result in a poorer overall performance for the Trading Advisor than if it had not engaged in any such hedging transaction. The success of the hedging strategy is subject to the Trading Advisor's ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolios being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Trading Advisor's hedging strategy is also subject to the Trading Advisor's ability to continually recalculate, readjust and execute hedges in an efficient and timely manner.

Changes in Trading Strategy

A Trading Advisor may make certain changes in its trading strategies without the knowledge of the General Partner. There can be no assurance that the trading strategies employed by a Trading Advisor will be successful. For example, the proprietary models used by a Trading Advisor may not function as anticipated during unusual market conditions. Furthermore, while each Trading Advisor may have a performance record reflecting its prior experience, this performance cannot be used to predict future profitability.

Independent Strategies

The Trading Advisors trade independently of one another and may at times hold economically offsetting positions.

Information Regarding Trading Advisors

The General Partner has no means of independently verifying much of the information supplied to it by Trading Advisors.

Risks Associated With Investing Through Subsidiaries

The Partnership will bear its pro rata share of expenses of any subsidiary that holds Partnership assets, including any extraordinary expenses incurred, in addition to the fees and expenses charged at the Partnership level. Therefore, the Partnership generally will be subject to an additional level of expenses or liabilities as a result of its investments in these structures rather than investing directly with a Trading Advisor.

Because investments in a subsidiary are ultimately commingled with the investments from other funds or accounts managed by BRIM or its affiliates, these investment structures share risks commonly associated with a direct investment with a Trading Advisor. In addition, an investment through a subsidiary may result in different investment outcomes (including with respect to performance and liquidity) than if the Partnership invested with the Trading Advisor directly. The specific terms and rights associated with the Partnership's investment with a Trading Advisor generally will be aggregated with Other Clients invested in the same subsidiary, rather than being tracked individually for the Partnership and each participating Other Client. This means that the Partnership generally will share in any open positions, including any side pockets or other illiquid investments, held by the subsidiary. There will be no segregation of liabilities between the Partnership and any other funds or accounts that allocate assets to the same subsidiary as the Partnership, and the Partnership's assets allocated to a subsidiary may become exposed to liabilities related to such subsidiary's investment on behalf of any such other funds or accounts.

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subsidiary may result in different investment outcomes (including with respect to performance and liquidity) than if the Partnership invested with the Trading Advisor directly. The specific terms and rights associated with the Partnership's investment with a Trading Advisor generally will be aggregated with Other Clients invested in the same subsidiary, rather than being tracked individually for the Partnership and each participating Other Client. This means that the Partnership generally will share in any open positions, including any side pockets or other illiquid investments, held by the subsidiary. There will be no segregation of liabilities between the Partnership and any other funds or accounts that allocate assets to the same subsidiary as the Partnership, and the Partnership's assets allocated to a subsidiary may become exposed to liabilities related to such subsidiary's investment on behalf of any such other funds or accounts.

Conflicts of Interest

The Partnership is subject to a number of material actual and potential conflicts of interest, raising the possibility that investors will be disadvantaged to the benefit of the General Partner, the Trading Advisors or their respective principals and affiliates. No formal policies or procedures have been adopted to resolve these conflicts.

Potential Conflicts of Interest Involving Trading Advisors

Certain of the Trading Advisors may engage in other forms of related and unrelated activities in addition to managing the Partnership's assets or the Portfolio Funds in which the Partnership invests. They may also make investments in futures and securities for their own account. Activities such as these could detract from the time a Trading Advisor devotes to the affairs of the Portfolio Funds in which the Partnership invests. In addition, certain of the Trading Advisors may engage affiliated entities to furnish brokerage services to Portfolio Funds and may themselves provide market making services, including acting as counterparty in OTC transactions. As a result, in such instances the choice of broker, market maker or counterparty and the level of commissions or other fees paid for such services (including the size of any mark-up imposed by a counterparty) may not have been made at arm's length. The Trading Advisors' receipt of incentive compensation may give the Trading Advisors an incentive to manage the Partnership's account in a more risky or speculative fashion than the Trading Advisors otherwise would, particularly in the event the Partnership suffers losses that must be recouped before the Trading Advisors will be entitled to earn additional performance-based compensation.

Capacity Limitations of Trading Advisors

Trading Advisors may place limitations on the amount of, or number of persons whose, money they will manage. In addition, new rules and regulations may result in additional limitations or restrictions being placed by Trading Advisors on the types of investors or assets that a Trading Advisor may accept. Moreover, as a result of the convergence of the hedge fund and private equity markets and recent regulatory developments, many Trading Advisors have lengthened liquidity terms for the Portfolio Funds they manage, which may be more or less compatible with the liquidity requirements of the Partnership or of Other Clients of the General Partner and therefore result in differences in portfolio composition. Any such restrictions or limitations could prevent the General Partner from allocating Partnership assets to certain Trading Advisors with which the General Partner would otherwise like to invest. In addition, when capacity is constrained, allocation decisions may be made on a non-pro rata basis among funds, for example, so as to avoid small allocations or to increase existing below-target allocations before building new positions. Also, if the Partnership or Other Clients invest in Portfolio Funds that generally are not accepting new investments, the General Partner may reallocate those investments (in whole or in part) from or to the Partnership or Other Clients as it deems in the best interest of the transferor and the transferee and permitted by applicable law.

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If the General Partner's ability to make allocations to Trading Advisors is limited or restricted, the Partnership's investment objective and, thus its returns, could be negatively impacted. Furthermore, because of these capacity limitations, it is likely that the Partnership's portfolio and those of Other Clients will have differences in the specific investments held in their portfolios even when their investment objectives are the same or similar. These distinctions will result in differences in portfolio performance.

Illiquid Markets

Certain positions held by the Partnership may become illiquid, preventing a Trading Advisor from acquiring positions otherwise indicated by its strategy or making it impossible for a Trading Advisor to close out positions against which the market is moving. In particular, the CFTC and futures exchanges have established limits referred to as "speculative position limits" on the maximum net long or net short position which any person may hold or control in particular commodity or financial futures contracts. All of the positions held by all accounts owned or controlled by a Trading Advisor will be aggregated for the purposes of determining compliance with position limits. It is possible that positions held by a Trading Advisor may have to be liquidated in order to avoid exceeding such limits. Such modification or liquidation, if required, could adversely affect the operations and profitability of the Trading Advisor. In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to hit its daily price limit for several days in a row, making it impossible for a Trading Advisor to liquidate a position and thereby experiencing dramatic losses.

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have established limits referred to as "speculative position limits" on the maximum net long or net short position which any person may hold or control in particular commodity or financial futures contracts. All of the positions held by all accounts owned or controlled by a Trading Advisor will be aggregated for the purposes of determining compliance with position limits. It is possible that positions held by a Trading Advisor may have to be liquidated in order to avoid exceeding such limits. Such modification or liquidation, if required, could adversely affect the operations and profitability of the Trading Advisor. In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to hit its daily price limit for several days in a row, making it impossible for a Trading Advisor to liquidate a position and thereby experiencing dramatic losses.

Redemptions Restricted

The Units generally may only be redeemed as of a calendar month-end, upon at least fifteen (15) calendar days' prior notice. Investors' limited ability to redeem Units could result in there being a substantial difference between a Unit's redemption value and its Net Asset Value as of the date by which irrevocable redemption requests must be received. Redemption Charges apply through the end of the twelfth month after a Unit (other than for Series I Units) is issued.

Trading on Non-U.S. Exchanges

Trading Advisors may trade extensively in non-U.S. commodity futures contracts and in options thereon. Non-U.S. futures transactions involve executing and clearing trades on a non-U.S. exchange. This is the case even if the non-U.S. exchange is formally "linked" to a United States exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No United States organization regulates the activities of a non-U.S. exchange, including the execution, delivery and clearing of transactions on such an exchange, and no United States regulator has the power to compel enforcement of the rules of the non-U.S. exchange or the laws of non-U.S. jurisdictions. Moreover, such laws or regulations will vary depending on the jurisdiction in which the transaction occurs. For these reasons, Trading Advisors which trade on non-U.S. exchanges may not be afforded certain of the protections which apply to United States commodity futures transactions, including the right to use United States alternative dispute resolution procedures. In addition, funds used to margin non-U.S. futures transactions may not be provided the same protections as funds received to margin futures transactions on United States exchanges.

In a number of foreign markets, a substantial volume of trades, which in the United States could only be executed on a regulated exchange, are executed wholly off exchanges in privately negotiated and substantially unregulated transactions. In some cases, the intermediaries through which a Trading Advisor may deal on foreign markets may in effect take the opposite side of trades made for a Trading Advisor, although acting as such Trading Advisor's agent—a practice which would be prohibited in the United States. A Trading Advisor may not have the same access to certain trades as do various other participants in foreign markets.

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United States. A Trading Advisor may not have the same access to certain trades as do various other participants in foreign markets.

Non-U.S. Exchange Risk Exposure

Certain Trading Advisors may trade in instruments denominated, and may receive a portion of their income and gains, in currencies other than the U.S. dollar. A reduction in the value of such other currencies relative to the U.S. dollar prior to conversion into U.S. dollars, as applicable, would adversely affect the Net Asset Value of the Partnership. The Partnership may, but is not required to, hedge the exchange exposure related to any such Trading Advisors.

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Non-U.S. Exchange Speculation

Certain of the Trading Advisors may engage in non-U.S. currency exchange rate speculation. Non-U.S. exchange rates have been highly volatile in the past. The combination of volatility and leverage gives rise to the possibility of large profit and large loss. In addition, there is counterparty risk since currency trading is done on a principal-to-principal basis.

Bankruptcy or Default

The Partnership is subject to the risk of the insolvency of the clearing brokers, exchanges or clearinghouses. Partnership assets could be lost or impounded during lengthy bankruptcy proceedings. The Partnership is also subject to the risk of the insolvency of any OTC trade counterparty. Were a substantial portion of the Partnership's capital to become subject to a bankruptcy proceeding, the General Partner might suspend or limit trading, perhaps causing the Partnership to miss significant profit opportunities. Under CFTC Regulation 1.20, a Clearing Broker is required to separately account for and segregate in a customer segregated funds account the Partnership's commodity futures positions, the assets deposited as margin in respect of such positions, and any proceeds from such positions. A clearing broker may not obligate funds in the customer segregated funds account except to purchase, margin, guarantee, secure, transfer, adjust, or settle trades, contracts, or commodity option transactions of commodity or option customers, and a clearing broker may not hold, dispose of, or use any customer funds as belonging to any person other than its commodity or option customers. Even so, if positions in the customer segregated funds account suffer losses in excess of the cash deposited to margin those positions, and the customer for whose account those positions are carried does not meet a clearing broker's calls for additional margin, a clearing broker could be forced into bankruptcy if it cannot satisfy those losses out of its own assets. If that were to happen, because the Partnership's positions and assets are commingled with other customer positions in the customer segregated funds account at such clearing broker, the Partnership's assets deposited with such clearing broker would be used pro rata with the assets of other customers to satisfy any remaining losses from those positions in the account, and Partnership investors could incur substantial losses, despite the Partnership having been otherwise highly profitable.

Limited Regulatory Oversight

The Partnership does not come within the statutory definition of an "investment company" and is not registered as an investment company, under the Investment Company Act of 1940, as amended (the "1940 Act"), or any comparable regulatory requirements, and does not intend to do so. Accordingly, the provisions of such regulations, which among other things generally require investment companies to have a majority of disinterested directors, require securities held in custody at all times to be maintained in segregated accounts, impose certain operational trading limitations and regulate the relationship between the investment company and its asset manager, are not applicable to an investment in the Partnership. The General Partner is registered as an investment adviser under the "Advisers Act" and is consequently subject to the record-keeping, disclosure and other fiduciary obligations specified in the Advisers Act. Upon request from a prospective investor, the Partnership will provide a copy of Part 2 of the General Partner's Form ADV or brochure in lieu thereof.

Absence of Regulation Concerning Trading Advisors and Portfolio Funds

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~~obligations~~oversight, ~~specified~~and the protections available to the Partnership will correspondingly vary. Similarly, certain investments in funds and accounts formed and operated outside the ~~Advisers~~United ~~Act~~States may not be subject to comprehensive government regulation. ~~Upon~~The ~~request~~Trading ~~from~~Advisors amay ~~prospective~~not ~~investor~~be covered by insurance or by fidelity bonding. Moreover, the Partnership generally will ~~provide~~have ano ~~copy~~control over the selection of ~~Part 2~~the custodians of the ~~General~~assets ~~Partner's~~of ~~Form~~any ~~ADV~~Portfolio Funds in which the Partnership invests, which also may be subject to a lesser degree of government supervision or ~~brochure~~regulation inthan ~~lieu~~commercial ~~thereof~~banks, trust companies or securities dealers conducting business within the United States.

Absence of Regulation Concerning Trading Advisors and Portfolio Funds

Portfolio Funds will not be registered as investment companies under the 1940 Act. In addition, certain Trading Advisors will not be required to register as CPOs or commodity trading advisors under the CEA or as investment advisers under the Advisers Act. Also, Trading Advisors that operate outside of the United States may be registered under the Advisers Act, but not subject to as comprehensive a regulatory scheme as Trading Advisors that are registered under the Advisers Act and operating within the United States. As a result, Trading Advisors may be subject to a wide range of laws and regulatory oversight, and the protections available to the Partnership will correspondingly vary. Similarly, certain investments in funds and accounts formed and operated outside the United States may not be subject to comprehensive government regulation. The Trading Advisors may not be covered by insurance or by fidelity bonding. Moreover, the Partnership generally will have no control over the selection of the custodians of the assets of any Portfolio Funds in which the Partnership invests, which also may be subject to a lesser degree of government supervision or regulation than commercial banks, trust companies or securities dealers conducting business within the United States.

Currency Forward Trading

The Trading Advisors may trade forward contracts on currencies on behalf of the Partnership (or a subsidiary of the Partnership). Forward contracts are not traded on exchanges; rather, banks and dealers act as principals in these markets. Consequently, in respect to its forward trading, the Partnership is subject to the risk of the inability or refusal to perform with respect to such contracts on the part of the principals or agents with or through which the Trading Advisors trade. Any failure or refusal to discharge their contractual obligations by the counterparties with which the Trading Advisors deal on the forward markets, whether due to insolvency, bankruptcy or other causes, could subject the Partnership to substantial losses. No Trading Advisor will be excused from performance under any forward contracts into which it has entered due to defaults under other forward contracts which in the Trading Advisor's strategy were to have substantially "covered" the non-defaulted contracts. There is also the risk that a counterparty that loses money on a contract with a Trading Advisor may seek to avoid its obligations on legal grounds.

Option Transactions

The Trading Advisors may engage in option transactions. The purchase or sale of an option involves the payment or receipt of a premium payment by the investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument does not change price in the manner expected, so that the option expires worthless and the investor loses its premium. Selling options, on the other hand, involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security in excess of the premium payment received. OTC options also involve counterparty solvency risk.

Currency Options Trading

The Trading Advisors may trade options on currencies or on currency futures or forward contracts. Although successful options trading requires many of the same skills as successful futures trading, the risks involved are somewhat different. For example, the assessment of near-term market volatility—which is directly reflected in the price of outstanding options—can be of much greater significance in trading options than it is in many long-term futures strategies. Trading in options may result in substantial losses if market volatility is incorrectly predicted.

Swaps and Other Derivatives

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refusal to ~~Swaps~~perform ~~and~~with ~~Other~~respect ~~Derivatives~~ to such contracts on the part of the counterparties with which the Trading Advisors trade. See "Risk Factor—Counterparty Risk" below. The swap market is generally not regulated by any United States or foreign governmental authority. Speculative position limits are not applicable to swap transactions, although the counterparties with which the Trading Advisors deal may limit the size or duration of positions available to the Trading Advisors as a consequence of credit considerations. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade.

The Trading Advisors may enter into swap and similar derivative transactions which seek to modify or replace the investment performance of particular interest rates, currencies, securities, investment fund interests, indices, prices or markets on a leveraged or an unleveraged basis. A swap transaction is an individually negotiated, non-standardized agreement between two parties to exchange cash flows (and sometimes principal amounts) measured by different interest rates, exchange rates, indices or prices, with payments generally calculated by reference to a notional amount or quantity. Swap contracts and similar derivative contracts are not traded on exchanges; rather, banks and dealers act as principals in these markets. As a result, the Trading Advisors are subject to the risk of the inability or refusal to perform with respect to such contracts on the part of the counterparties with which the Trading Advisors trade. See "Risk Factor—Counterparty Risk" below. The swap market is generally not regulated by any United States or foreign governmental authority. Speculative position limits are not applicable to swap transactions, although the counterparties with which the Trading Advisors deal may limit the size or duration of positions available to the Trading Advisors as a consequence of credit considerations. Participants in the swap markets are not required to make continuous markets in the swap contracts they trade.

Over-the-Counter Derivatives Markets

The Reform Act includes provisions that comprehensively regulate the OTC derivatives markets for the first time.

The Reform Act ~~will~~requires ~~mandate~~ that a substantial portion of OTC derivatives must be executed inon regulated markets and submitted for clearing to regulated ~~clearinghouses~~clearing houses. OTC trades ~~submitted~~ submitted for clearing ~~will~~are be subject to minimum initial and variation margin requirements set by the relevant ~~clearinghouse~~clearing house, as well as ~~possible~~ SEC- or CFTC-mandated margin requirements. The regulators also ~~have broad~~ retain discretion to impose margin requirements on non-cleared OTC derivatives ~~and new requirements will apply to the holding of customer collateral by OTC derivatives dealers~~. These requirements may increase the amount of collateral the Partnership is required to provide and the costs associated with providing it. Although the Reform Act includes limited exemptions from the clearing and margin requirements for so-called "end-users," the Partnership does not expect to be able to rely on such exemptions. In addition, the OTC derivative dealers ~~with~~are which the Partnership executes the majority of its OTC derivatives will not be able to rely on the end-user exemptions under the Reform Act and therefore such dealers will be subject to clearing and margin requirements irrespective of whether the Partnership is subject to such requirements. OTC derivative dealers also ~~will be~~ required to post margin to the ~~clearinghouses~~ clearing houses through which they clear their customers' trades instead of using such margin in their operations, as isthey ~~currently~~have ~~permitted~~historically been allowed to do. This ~~will~~requirement ~~increase~~further increases the ~~OTC~~costs ~~derivative~~of ~~dealers'~~swap ~~costs~~dealers, ~~and these~~which ~~increased~~ costs are ~~expected~~likely to be passed through to other swap market participants in the form of higher ~~upfront~~fees and ~~mark-to-market margin,~~ less favorable ~~trade~~dealer ~~pricing, and the possible imposition of new or increased fees~~marks.

The SEC and the CFTC ~~may~~recently ~~also~~required ~~require~~ a substantial portion of derivative transactions that ~~are~~were ~~currently~~previously executed on a ~~bi-lateral~~bilateral basis in the OTC markets to be executed through a a regulated securities, futures, or swap exchange or execution facility. Such requirements may make it more difficult and costly for investment funds, including the Partnership, to enter into highly tailored or customized transactions. They may also render certain strategies in which the Partnership might otherwise engage impossible or so costly that they will no longer be economical to implement.

OTC derivative dealers and major OTC derivatives market participants ~~will~~are benow required to register with the SEC and/or the CFTC. ~~The~~Dealers ~~Partnership~~and ormajor ~~the~~participants ~~Trading~~are ~~Advisors~~subject ~~may~~to beminimum capital ~~required~~and ~~to register~~margin asrequirements. ~~major~~These ~~participants~~requirements inapply irrespective of whether the OTC derivatives ~~markets.~~in ~~Dealers~~question ~~and~~are ~~major~~exchange-traded ~~participants~~or ~~will~~cleared. beOTC derivatives dealers are also subject to ~~minimum~~new business ~~capital~~conduct standards, disclosure requirements, reporting and ~~margin~~recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These new requirements may ~~apply~~increase ~~irrespective~~the overall costs for OTC derivatives dealers, which are likely to be passed along, at least partially, to market participants in the form of higher fees ~~whether~~or less advantageous dealer marks. It is unclear how the OTC derivatives markets will adapt to this new regulatory regime.

Under the Reform Act, a substantial portion of OTC derivatives will be required to be cleared through central clearing counterparties providing central clearing of OTC derivatives, as contemplated in the Reform Act (each, a "CCP"). The use of CCPs may reduce certain risks in the OTC derivatives markets but does not eliminate all risks of loss. The Reform Act has created a fragmented CCP clearing mechanism. In connection with future regulations, CCPs may be permitted to clear more risky and less-liquid OTC derivatives. Notwithstanding the financial safeguard systems that CCPs are required to implement, in the event of a market crisis, if a CCP's financial resources and safeguards are inadequate to resolve one or more clearing member defaults or insolvencies, it is possible that a CCP may itself become insolvent, thus posing a systemic risk to the financial system and a risk of loss to the Partnership on its OTC derivatives that are cleared through such CCP.

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OTC derivatives in question are exchange-traded or cleared. OTC derivatives dealers will also be subject to new business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These requirements may further increase the overall costs for OTC derivative dealers, which costs are also likely to be passed along to market participants. The overall impact of the Reform Act on the Partnership is highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime.

Currency Markets May Be Illiquid or Disrupted

Although generally highly liquid, the markets in which the Trading Advisors trade can experience periods of illiquidity, sometimes of significant duration. For example, none of the participants in the forward markets are required to maintain a market in any particular currency or to maintain a reasonable spread between the "bid" and "asked" prices that they quote. Disruptions can occur in any market traded by the Trading Advisors due to unusually high trading volume, political intervention or other factors. Market illiquidity or disruption could result in major losses to the Partnership.

Portfolio Turnover

The Trading Advisors may invest and trade their portfolio investments on the basis of certain short-term market considerations. The turnover rate within these Trading Advisors is expected to be significant, potentially involving substantial brokerage commissions and fees. The General Partner will have no control over this turnover.

Legal Risk

Trading Advisors may trade in futures, currencies and options thereon in various markets throughout the world, including emerging or developing markets, some of which are highly controlled by governmental authorities. Particularly in developing markets, laws governing transactions in commodities, derivatives securities and securities indices and other contractual relationships are new and largely untested. As a result, these investments may entail unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs and lack of enforcement of legal regulations. It may be difficult to obtain or enforce judgments in these countries.

Credit Risk Associated with Exchange-Traded Futures Contracts and Options on Futures Contracts

In entering into futures contracts and options on futures contracts, there is a risk that a counterparty will not be able to meet its obligations to the Partnership or a Portfolio Fund. The counterparty for futures contracts and options on futures contracts traded in the U.S. and on most foreign futures exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse that are required to share any financial burden resulting from the non-performance by one of its members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. There can be no assurance that any counterparty, clearing member or clearinghouse will be able to meet its obligations to the Partnership or a Portfolio Fund.

Counterparty and Futures Commission Merchant Risk

In selecting counterparties to transactions in which the Partnership (or a subsidiary of the Partnership) will engage, including but not limited to, borrowings under lines of credit it may have in place, the General Partner has the authority to and will consider a variety of factors in addition to the price associated with such transactions. Considerations may include, but are not limited to: (a) the ability of the counterparty to (i) provide other products and services, (ii) accept certain types of collateral and provide multiple products or services linked to such collateral or (iii) execute transactions efficiently, or (b) the counterparty's facilities, reliability and financial responsibility. Such products and services generally may benefit both the Partnership and Other Clients, although not necessarily in relation to their relative participation in a particular transaction. If the General Partner determines that the counterparty's transaction costs are reasonable overall, the Partnership may incur higher transaction

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place, the General Partner has the authority to and will consider a variety of factors in addition to the price associated with such transactions. Considerations may include, but are not limited to: (a) the ability of the counterparty to (i) provide other products and services, (ii) accept certain types of collateral and provide multiple products or services linked to such collateral or (iii) execute transactions efficiently, or (b) the counterparty's facilities, reliability and financial responsibility. Such products and services generally may benefit both the Partnership and Other Clients, although not necessarily in relation to their relative participation in a particular transaction. If the General Partner determines that the counterparty's transaction costs ~~are reasonable overall, the Partnership may incur higher transaction costs~~ than it would have paid had another counterparty been used. The General Partner will periodically reevaluate its assessment of the selected counterparty. Subject to the Advisers Act, other applicable regulatory frameworks and the terms of the Partnership's governing documents, counterparties to such transactions may be affiliates of, or service providers to, the Partnership or the General Partner, and thus such transactions may be subject to a number of potential conflicts of interest.

Certain of the markets in which Trading Advisors invest and trade are OTC or "interdealer" markets. The participants in these markets typically are not subject to the type of strict credit evaluation and regulatory oversight applicable to members of "exchange-based" markets, and transactions in these markets typically are not settled through exchanges or clearinghouses that guarantee the trades of their participants. Rather, the responsibility for performing under a particular transaction rests solely with the counterparties to such transaction. This results in the risk that a counterparty may not settle a transaction with a Trading Advisor in accordance with its terms, because the counterparty is either unwilling or unable to do so (for example, because of a credit or liquidity problem affecting the counterparty), potentially resulting in significant loss. In some jurisdictions, the Partnership may only be an unsecured creditor of its counterparty in the event of bankruptcy or administration of such counterparty. In an attempt to mitigate the risk of counterparty default, many counterparties now require the posting of collateral. However, this collateral may be difficult to liquidate in a market crisis. In addition, a Trading Advisor could lose a significant portion of the Partnership's capital while the Trading Advisor attempts to execute a substitute transaction to replace a transaction under which a counterparty has defaulted. In the event of a counterparty failure, the Partnership could lose all of its assets.

Documentation, clearance and settlement practices in the market generally have been the subject of regulatory and industry concerns. Furthermore, derivative instruments typically contain provisions giving the counterparty the right to terminate the contract upon the occurrence of certain events. The payment obligations with respect to derivative instruments are often based on a notional principal amount, which may result in a leveraged investment.

The bankruptcy of Refco LLC and MF Global and the related customer losses have indicated that even funds which investors may have believed were subject to regulatory protection may be subject to the insolvency of the dealers or counterparties with which such funds are maintained. Furthermore, recent apparently significant losses incurred by many hedge funds in relation to the bankruptcy and/or administration of Lehman Brothers Holdings and its affiliates illustrate the risks incurred in both derivatives trading and custody/brokerage arrangements.

"Counterparty risk" is accentuated in the case of contracts having longer maturities as well as in the case of a Trading Advisor that concentrates its transactions with a single counterparty or a limited number of counterparties.

The General Partner has no control over the counterparties with which the Trading Advisors enter into transactions. In addition, Trading Advisors generally are not restricted from dealing with any particular counterparties or from concentrating any or all of their transactions for the Partnership with a single counterparty or limited number of counterparties.

Many risks exist when capital is maintained at unregulated entities (including the risk that such unregulated entities could become insolvent). In addition, most dealing agreements permit counterparties to transfer customer funds from regulated to unregulated accounts in the counterparties' discretion. The General Partner has no ability to assess the extent to which the Trading Advisors maintain their assets in unregulated accounts that do not enjoy any protection in the event of the bankruptcy of the counterparties holding such assets.

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CFTC-regulated futures commission merchants ("CFTC FCMs") are required to segregate assets pursuant to CFTC regulations. If the assets of the Partnership were not so segregated by any of its CFTC FCMs, the Partnership would be subject to the risk of the failure of such CFTC FCM. Even given proper segregation, in the event of the insolvency of a CFTC FCM, the Partnership may be subject to a risk of loss of its funds and would be able to recover only a pro rata share (together with all other commodity customers of such CFTC FCM) of assets, such as U.S. Treasury bills, specifically traceable to the account of the Partnership. In certain past commodity broker insolvencies, customers have, in fact, been unable to recover from the broker's estate the full amount of their "customer funds". In addition, under certain circumstances, such as the inability of another client of a CFTC FCM or the CFTC FCM itself to satisfy substantial deficiencies in such other client's account, the Partnership may be subject to a risk of loss of the assets on deposit with the CFTC FCM, even if such assets are properly segregated. In the case of any such bankruptcy or client loss, the Partnership might recover, even in respect of property specifically traceable to the Partnership, only a pro rata share of all property available for distribution to all of the CFTC FCM's clients.

The bankruptcy of Refco, Inc. had very little systemic effect, but demonstrated that a significant portion of customer funds on deposit with CFTC FCMs are, as a matter of practice, maintained in "unregulated" rather than "regulated" accounts at the CFTC FCM. The CFTC FCMs do not have to maintain "net capital" with respect to amounts on deposit in unregulated accounts. However, amounts in unregulated accounts are not subject to "customer protection" in the event of the CFTC FCM's bankruptcy, in which case such amounts become simply unsecured debts of the (bankrupt) CFTC FCM, whereas the amounts held in regulated accounts (see reference to "Segregated Funds" below) have the benefit of such "customer protection."

The MF Global bankruptcy ~~is ongoing as of the date of this Form 10-K, but it appears that it~~ may represent the first time in the history of the CEA that there has been a significant shortfall in the amount of "customer segregated funds" ("Segregated Funds") held by a bankrupt CFTC FCM. The preservation of Segregated Funds is a basic tenet of CFTC FCM regulations and if, in fact, the MF Global proceedings demonstrate that this tenet is flawed, the ramifications could be extensive (and could materially increase the costs of transacting through CFTC FCMs). While the Refco Inc. bankruptcy demonstrates that funds on deposit with a CFTC FCM which clients believed to be held as Segregated Funds might, in fact, not be held in such capacity, the MF Global bankruptcy ~~demonstrates~~may demonstrate that even amounts held as Segregated Funds are subject to previously unanticipated risk.

Regulatory Changes Could Restrict the Partnership's Operations

Legal, tax, and regulatory changes, as well as judicial decisions, could adversely affect the Partnership. In particular, the regulatory environment relevant to the Partnership, the General Partner and Trading Advisor activities is evolving and may entail increased regulatory involvement in their businesses or result in ambiguity or conflict among legal or regulatory schemes applicable to their businesses, all of which could adversely affect the investment or trading strategies pursued by the Partnership or Trading Advisors or the value of investments held by the Partnership or a Trading Advisor.

In addition, Trading Advisors may pursue certain strategies or investment types that may be subject to additional legal or regulatory risks, including changing applicable laws and regulations, developing or differing interpretations of such laws and regulations, and increased scrutiny by regulators and law enforcement authorities. These risks and their potential consequences are often difficult or impossible to predict, avoid or mitigate in advance. The effect on the Partnership and the Trading Advisors of any such legal or regulatory risk could be substantial and adverse.

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~~differing~~example, ~~interpretations~~foreign ofgovernments ~~such~~have ~~laws~~from ~~and~~time ~~regulations,~~to ~~and~~time ~~increased~~blamed ~~scrutiny~~the bydeclines ~~regulators~~of ~~and~~their ~~law~~currencies ~~enforcement~~on ~~authorities.~~speculative ~~These~~funds ~~risks~~ and ~~their~~imposed ~~potential~~restrictions ~~consequences~~on ~~are~~speculative ~~often~~trading ~~difficult~~in ~~or impossible~~certain ~~to predict~~markets, ~~avoid~~and orthe ~~mitigate~~collapse of major hedge funds in ~~advance.~~1998 ~~The~~and ~~effect~~recent onyears ~~the~~among ~~Partnership~~certain corporate and ~~the~~market ~~Trading~~events ~~Advisors~~has ofled ~~any~~to ~~such~~significantly ~~legal~~increased or regulatory ~~risk~~monitoring ~~could~~of bethe ~~substantial~~activities of these funds and, ~~adverse~~to an extent, commodity pools such as the Partnership.

The Partnership implements a speculative, highly leveraged strategy. From time to time there is governmental scrutiny of these types of strategies and political pressure to regulate their activities. For example, foreign governments have from time to time blamed the declines of their currencies on speculative funds and imposed restrictions on speculative trading in certain markets, and the collapse of major hedge funds in 1998 and recent years among certain corporate and market events has led to significantly increased regulatory monitoring of the activities of these funds and, to an extent, commodity pools such as the Partnership.

Regulatory changes could adversely affect the Partnership by restricting its markets, limiting its trading and/or increasing the taxes to which Limited Partners are subject. As a result, adverse regulatory initiatives could develop suddenly and without notice.

As a consequence of the current U.S. and international regulatory focus on hedge funds, the regulatory environment is uncertain. In addition, alternative U.S. or non-U.S. rules or legislation regulating Trading Advisors may be adopted, and the possible scope of any rules or legislation is unknown. It is also unclear what steps Trading Advisors may take with respect to their registration or policies they may have adopted in response to the rules. There can be no assurances that the Partnership (or a subsidiary of the Partnership), the General Partner, or any Trading Advisor or Portfolio Fund will not in the future be subject to regulatory review or discipline.

In addition, the Partnership or a Portfolio Fund invests in derivative transactions. The regulation of derivatives is an evolving area of law and is subject to modification by government and judicial action.

Broad Indemnification

The various agreements and other documents referenced herein contain various provisions limiting the liability of the General Partner and its affiliates and provide broad indemnification. The U.S. federal and state securities laws impose liabilities under certain circumstances on persons that cannot be waived by contract or other agreements or documents. Therefore, nothing in those agreements should be deemed, or be construed in a manner that purports, to waive or limit any right to the extent such waiver or limitation is prohibited by applicable law.

The following are not risks but rather important tax features of investing in the Partnership that all prospective investors should carefully consider before deciding whether to purchase Units.

Investors Are Taxed Every Year on Their Share of the Partnership's Profits—Not Only When They Redeem as Would Be the Case if They Held Stocks or Bonds

Investors are taxed each year on their share of the Partnership's income and gains, irrespective of whether they redeem any Units.

All performance information included in this Form 10-K is presented on a pre-tax basis; the investors who experienced such performance were required to pay the related taxes with money from other sources.

Over time, the compounding effects of the annual taxation of the Partnership's income are material to the economic consequences of investing in the Partnership. For example, a 10% compound annual rate of return over five years would result in an initial $10,000 investment compounding to $16,105. However, if one factors in a 30% tax rate each year (the blended tax rate on many of the futures contracts traded by the Partnership is currently 23%), the result would be $14,025.

A Portion of the Partnership's Trading Gains Are Taxed at Higher Capital Gains Rate

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the tax Arate ~~Portion~~on of the Partnership's ~~Trading~~trading ~~Gains~~gains ~~Are~~may ~~Taxed~~be athigher ~~Higher~~than ~~Capital~~those ~~Gains~~applicable ~~Rate~~ to other investments held by an investor for a comparable period.

Investors are taxed on their share of any trading profits of the Partnership at both short- and long-term capital gain rates depending on the mix of U.S. exchange-traded contracts and non-U.S. contracts traded. These tax rates are not impacted by how long an investor holds Units. Consequently, the tax rate on the Partnership's trading gains may be higher than those applicable to other investments held by an investor for a comparable period.

Tax Could Be Due From Investors on Their Share of the Partnership's Interest Income Despite Overall Losses

Investors may be required to pay tax on their allocable share of the Partnership's interest income, even if the Partnership incurs overall losses. Trading losses can only be used to offset trading gains and $3,000 of ordinary income (including interest income) each year. Consequently, if an investor were allocated $5,000 of interest income and $10,000 of net trading losses, the investor would owe tax on $2,000 of interest income even though the investor would have a $5,000 loss for the year. The $7,000 capital loss would carry forward, but subject to the same limitation on its deductibility against interest income.

Accounting for Uncertainty in Income Taxes

Accounting Standards Codification ("ASC") 740, Income Taxes, provides guidance on the recognition of uncertain tax positions. ASC 740 prescribes the minimum recognition threshold that a tax position is required to meet before being recognized in an entity's financial statements. It also provides guidance on recognition, measurement, classification and interest and penalties with respect to tax positions. A prospective investor should be aware that, among other things, ASC 740 could have a material adverse effect on the periodic calculations of the Net Asset Value of the Partnership, including reducing the Net Asset Value of the Partnership to reflect reserves for income taxes that may be payable by the Partnership. This could cause benefits or detriments to certain investors, depending upon the timing of their entry and exit from the Partnership.

Investment Advisory Fees / Profit Shares

Limited Partners could be required to treat the Trading Advisors' Profit Share compensation, as well as certain other expenses of the Partnership, as "investment advisory fees," which are subject to substantial restrictions on deductibility for individual taxpayers. The General Partner has not, to date, been classifying the Trading Advisors' performance-based compensation or any such expenses as "investment advisory fees," a position to which the Internal Revenue Service (the "IRS") might object.

Tax Audit

There can be no assurance that the Partnership's tax returns will not be audited by the IRS. If such an audit were to result in an adjustment, Limited Partners could be required to pay back taxes, interest and penalties, and could themselves be audited.

Prospective investors are strongly urged to consult their independent tax advisers and counsel with respect to the possible tax consequences of an investment in the Partnership, particularly since such tax consequences may differ among investors.

Credit Risk

Heightened stress in the financial system stemming from ongoing issues in residential real estate and structured credit markets, as well as a fear of recession, has led to significant de-leveraging by financial institutions. This in turn has led to dissipating liquidity and steep declines in valuations across a number of asset classes, particularly in the credit markets. The disruptions in credit markets have prompted many investors to sell their current holdings in search of safe havens, such as U.S. government bonds and precious metals. Historically, these flight-to-quality conditions have created strong trends in the global fixed income and commodities markets. Past market performance is not necessarily indicative of future market performance.

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prompted many investors to sell their current holdings in search of safe havens, such as U.S. government bonds and precious metals. Historically, these flight-to-quality conditions have created strong trends in the global fixed income and commodities markets. Past market performance is not necessarily indicative of future market performance.

Information Technology Systems

The Partnership is dependent on the General Partner and the Trading Advisors for investment management, operational and financial advisory services. The Partnership is also dependent on the General Partner for certain management services as well as back-office functions. The General Partner and the Trading Advisors depend on information technology systems in order to assess investment opportunities, strategies and markets and to monitor and control risks for the Partnership and Portfolio Funds. Information technology systems are also used to trade in the underlying investments of the Portfolio Funds.

It is possible that a failure of some kind which causes disruptions to these information technology systems could materially limit the General Partner's or a Trading Advisor's ability to adequately assess and adjust investments, formulate strategies and provide adequate risk controls. Any such information technology related difficulty could harm the performance of the Partnership.

Further, failure of the back office functions of the Trading Advisors or General Partner to process trades in a timely fashion could prejudice the investment performance of the Partnership.

Lack of Transferability of Partnership Units

The Units offered hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or state securities laws and are subject to restrictions on transfer contained in such laws. The Units are not transferable except by or with the consent of the General Partner, which may be withheld in its sole and absolute discretion. In addition, any transfer of Units will be subject to the anti-money laundering policies and procedures and other regulatory requirements applicable to the Partnership, as determined by the Administrator and the General Partner. There will not be any market for the Units.

Legal Risk, Litigation and Regulatory Action

The General Partner is part of a larger firm with multiple business lines active in several jurisdictions that are governed by a multitude of legal systems and regulatory regimes, some of which are new and evolving. The Partnership, the General Partner and their affiliates are subject to a number of unusual risks, including changing laws and regulations, developing interpretations of such laws and regulations, and increased scrutiny by regulators and law enforcement authorities. Some of this evolution may be directed at the hedge fund industry in general or certain segments of the industry, and may result in scrutiny or claims against the Partnership or the General Partner directly for actions taken or not taken by the Partnership or the General Partner. These risks and their potential consequences are often difficult or impossible to predict, avoid or mitigate in advance, and might make some Portfolio Funds or the services of the Trading Advisors unavailable to the Partnership, or adversely affect the ability of the Partnership to fulfill redemption requests. The effect on the Partnership, the General Partner or any affiliate of any such legal risk, litigation or regulatory action could be substantial and adverse.

~~Bank~~SEC ~~Holding~~Rule 506(e) ~~Company~~Disclosure ~~Act~~for ~~of 1956~~MLPF&S

~~Each~~On ofDecember 7, ~~BlackRock~~2010, the SEC issued an administrative and cease-and-desist order (the ~~General~~"2010 ~~Partner~~Order") ~~is,~~finding ~~for~~that ~~purposes~~Banc of ~~the~~America Securities LLC ~~Bank~~("BAS") ~~Holding~~(which ~~Company~~was ~~Act~~merged ofwith ~~1956~~and into MLPF&S on November 1, as2010) ~~amended~~willfully violated Section 15(c)(1)(A) of the ~~"BHC~~1934 Act~~"),~~ awhen certain employees participated in ~~subsidiary~~improper bidding practices involving the temporary investment of ~~PNC~~proceeds ~~Financial~~of ~~Services~~tax-exempt ~~Group, Inc~~municipal securities in reinvestment products during the period 1998-2002. ~~("PNC"),~~The ~~which~~2010 isOrder ~~subject~~censured BAS, ordered BAS to ~~regulation~~cease and ~~supervision~~desist asfrom acommitting ~~"financial~~or ~~holding~~causing ~~company"~~such ~~(an~~violations ~~"FHC")~~and byfuture violations, and ordered BAS to pay disgorgement plus prejudgment interest in the amount of $36,096,442.00. BAS consented to the order without admitting or denying the SEC's findings.

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~~Board~~ Pursuant ofto ~~Governors~~an offer of settlement made by MLPF&S, the ~~Federal~~SEC ~~Reserve~~issued ~~System~~on January 25, 2011 an order (the "~~Federal~~2011 ~~Reserve~~Order") finding that between February 2003 and February 2005 MLPF&S market makers executing institutional customer orders for securities sometimes shared information concerning those trades with traders on a MLPF&S securities proprietary trading desk. ~~Because~~The ~~the~~2011 ~~General~~Order found ~~Partner~~that, ~~may~~at betimes, ~~deemed~~MLPF&S's tosecurities ~~exercise~~proprietary ~~corporate~~traders ~~control~~used ~~over~~that ~~the~~information ~~Partnership~~to place trades for ~~purposes~~MLPF&S after execution of the ~~BHC~~institutional ~~Act,~~customer ~~each~~order. The 2011 Order found that this disclosure and use of ~~the~~institutional ~~Partnership,~~customer ~~the~~order ~~General~~information ~~Partner~~by MLPF&S's traders was improper and ~~BlackRock~~contrary ~~intends~~to MLPF&S's confidentiality representations to ~~comply~~its ~~with~~customers. ~~the~~The ~~investment~~2011 Order also found instances between 2002 and ~~activities~~2007 ~~restrictions~~when ~~that~~MLPF&S ~~would~~charged ~~generally~~institutional beand ~~applicable~~high net worth customers undisclosed mark-ups and mark-downs on riskless securities principal trades for which MLPF&S had agreed to ~~PNC~~charge asthe ancustomer ~~FHC~~only a commission equivalent fee. ~~Under~~The ~~the~~2011 ~~BHC~~Order ~~Act~~found that, anin ~~FHC~~ doing so, MLPF&S acted improperly and contrary to its ~~affiliates~~agreement ~~may~~with ~~engage~~its customers. The 2011 Order also found that from 2002 through 2007 MLPF&S failed in many instances to make records of its agreements with institutional customers to guarantee an execution price, which agreements were part of the terms and conditions ~~may~~of ~~acquire~~the ~~interests~~institutional incustomer orders. The 2011 Order found that, oras ~~control~~a result of its conduct, ~~companies~~MLPF&S ~~engaged~~willfully violated Section 15(c)(1)(A) of the Exchange Act by effecting transactions in securities by means of manipulative, ~~among~~deceptive or other ~~things~~fraudulent devices or contrivances, aand ~~wide~~willfully ~~range~~violated Section 15(g) of ~~activities~~the ~~that~~Exchange ~~are~~Act ~~"financial~~by infailing ~~nature,"~~to ~~including certain~~establish, ~~banking~~maintain, ~~securities,~~and ~~investment~~enforce ~~management~~written policies and procedures reasonably designed to prevent the misuse of material, ~~merchant~~nonpublic ~~banking~~information. The 2011 Order also found that under section 15(b)(4)(E) of the Exchange Act, MLPF&S ~~and~~failed ~~insurance~~reasonably ~~activities~~to supervise its traders with a view towards preventing them from violating the federal securities laws. ~~Other~~The ~~activities~~2011 ~~may~~Order bealso ~~limited~~found orthat ~~prohibited~~MLPF&S ~~under~~willfully violated section 17(a) of the ~~BHC~~Exchange Act. ~~Any~~and ~~failure~~Rule 17a-3(A)(6) thereunder by ~~PNC~~failing to ~~qualify~~record ascertain anterms ~~FHC~~and ~~under~~ conditions of customer orders. MLPF&S neither admitted nor denied the ~~BHC~~findings ~~Act~~in the ~~could~~order. ~~result~~The findings in ~~restrictions~~the 2011 Order are not binding on ~~the~~any ~~activities~~person or ~~investments~~entity other than MLPF&S. The 2011 Order (1) required that MLPF&S cease and desist from committing or causing any violations and any future violations of Sections 15(c)(1)(A), 15(g) and 17(a) of the ~~Partnership~~Exchange Act and Rule 17a-3(A)(6) thereunder; (2) censured MLPF&S pursuant to Section 15(b)(4) of the Exchange Act; and (3) required pursuant to Section 15(b)(4) and Section 21B of the Exchange Act that MLPF&S pay a civil monetary penalty in the amount of $10 million.

The Massachusetts Securities Division of the Office of the Secretary of the Commonwealth ("MSD") alleged violations of the Massachusetts Uniform Securities Act, which, in part, prohibits unethical or dishonest conduct or practices in the securities business, concerning MLPF&S sale of auction rate securities issued by collateral debt obligations ("ARS CDOs") to the city of Springfield, Massachusetts. Without admitting or denying the MSD's allegations, MLPF&S agreed to certain undertakings, to cease and desist from violations of the Massachusetts Uniform Securities Act and to the MSD entering an order censuring MLPF&S for its actions associated with the matter. On or about January 31, 2008, MLPF&S purchased from the City of Springfield the ARS CDOs at the par value of $13.9 million for losses associated with the inappropriate sale of ARS CDOs to the city of Springfield.

MLPF&S entered into consent orders with numerous state securities regulators concerning MLPF&S's conduct in connection with the marketing and sale of auction rate securities ("ARS") to retail and other customers. Without admitting or denying the allegations, MLPF&S agreed to cease and desist from violations of certain state securities laws, and to certain undertakings, including to buy back eligible ARS from eligible investors. MLPF&S also paid civil penalties and fines allocated at the discretion of the states to resolve all underlying conduct relating to the sale of ARS. Under the terms of the settlement, MLPF&S agreed to undertakings designed to provide liquidity to eligible investors. MLPF&S offered to purchase at par from eligible investors certain ARS that failed at auction. MLPF&S also agreed to pay certain eligible investors who sold certain ARS below par the difference between par and the price at which the ARS were sold. MLPF&S agreed to participate in a special arbitration process for the purpose of arbitrating any eligible investor's consequential damages claim

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arising from their inability to sell certain ARS. Furthermore, MLPF&S agreed to refund to municipal issuers certain refinancing fees received by MLPF&S for the issuance or refinancing of such issuers' ARS. MLPF&S agreed to endeavor to work with issuers and other interested parties to provide liquidity solutions for institutional investors that purchased certain ARS from MLPF&S but are not considered eligible investors and are not entitled to participate in the ARS buyback under the terms of the settlement. MLPF&S's control affiliate BAS entered into similar consent orders with state securities regulators.

Bank Holding Company Act of 1956

Each of BlackRock and the General Partner is, for purposes of the Bank Holding Company Act of 1956, as amended (the "BHC Act"), a subsidiary of PNC Financial Services Group, Inc. ("PNC"), which is subject to regulation and supervision as a "financial holding company" (an "FHC") by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Because the General Partner may be deemed to exercise corporate control over the Partnership for purposes of the BHC Act, each of the Partnership, the General Partner and BlackRock intends to comply with the investment and activities restrictions that would generally be applicable to PNC as an FHC. Under the BHC Act, an FHC and its affiliates may engage in, and may acquire interests in, or control of, companies engaged in, among other things, a wide range of activities that are "financial in nature," including certain banking, securities, investment management, merchant banking, and insurance activities. Other activities may be limited or prohibited under the BHC Act. Any failure by PNC to qualify as an FHC under the BHC Act could result in restrictions on the activities or investments of the Partnership.

The General Partner, BlackRock and the Partnership intend to rely on statutory and regulatory provisions in order to maintain compliance with the BHC Act. The General Partner reserves the right to rely on any applicable exemptions and to take all reasonable steps deemed necessary, advisable or appropriate to comply with the BHC Act. The BHC Act and Federal Reserve regulations and interpretations thereunder may be amended over the term of the Partnership.

Monitoring of Allocations of Partnership Capital to Trading Advisors

Trading Advisors could be the subject of lawsuits or legal proceedings, and the expenses or liabilities which arise from any such suits or proceedings, will be borne by the Trading Advisor, and indirectly by the Partnership as a client of the Trading Advisor. In addition, although BAA attempts to monitor the performance of all of its Trading Advisors, the General Partner must ultimately rely on (i) the Trading Advisor to operate in accordance with its investment guidelines, and (ii) the accuracy of the information provided to the General Partner by the Trading Advisor. Any failure of the Trading Advisor to operate within such guidelines or to provide accurate information, could subject the Partnership to losses. Moreover, many of the strategies implemented by the Trading Advisors rely on the financial information made available by the issuers in which the Trading Advisors invest. BAA has no ability to independently verify the financial information disseminated by the issuers in which the Trading Advisors invest and is dependent upon the integrity of both the management of these issuers and the financial reporting process in general. Recent events have demonstrated the material losses which investors such as the Partnership can incur as a result of corporate mismanagement, fraud and accounting or other irregularities.

Multiple Levels of Expense

Both the General Partner and Trading Advisors receive investment management fees. In addition to management fees, the Partnership is subject to other substantial charges, including a distribution fee and a Redemption Charge and other expenses. Furthermore, in addition to a fixed Management Fee, Trading Advisors typically will receive performance-based allocations ~~or profit shares~~. The existence of a performance fee or profit share may create an incentive for the Trading Advisor to make riskier and more speculative investments than would otherwise be the case in the absence of such performance-based compensation. A Trading Advisor may receive performance-based allocations based on the unrealized appreciation of the account or Portfolio Fund's portfolio (as the case may be). Also, the "high water mark" for a Trading Advisor's account or the investment in a Portfolio Fund (as the case may be) may not correspond to a Limited Partner's holding period. Therefore, the Partnership may pay a performance fee to a Trading Advisor when a Limited Partner has not received the same positive performance for the Partnership as a whole and a Limited Partner may benefit from a "loss carry forward" attributable to a Trading Advisor's account or a Portfolio Fund (as the case may be) where the Partnership incurred the loss prior to the Limited Partner's investment. Furthermore, Trading Advisors are compensated based on the performance of the accounts they trade for the Partnership or the Portfolio Fund they manage (as the case may be). Consequently, a particular Trading Advisor may

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~~receive~~fee may create an incentive for the Trading Advisor to make riskier and more speculative investments than would otherwise be the case in the absence of such performance-based compensation. A Trading Advisor may receive performance-based allocations based on the unrealized appreciation of the account or Portfolio Fund's portfolio (as the case may be). Also, the "high water mark" for a Trading Advisor's account or the investment in a Portfolio Fund (as the case may be) may not correspond to a Limited Partner's holding period. Therefore, the Partnership may pay a performance fee to a Trading Advisor when a Limited Partner has not received the same positive performance for the Partnership as a whole and a Limited Partner may benefit from a "loss carry forward" attributable to a Trading Advisor's account or a Portfolio Fund (as the case may be) where the Partnership incurred the loss prior to the Limited Partner's investment. Furthermore, Trading Advisors are compensated based on the performance of the accounts they trade for the Partnership or the Portfolio Fund they manage (as the case may be). Consequently, a particular Trading Advisor may receive performance-based compensation in respect of its performance during a period when the Partnership's overall capital depreciated. Historically, certain Trading Advisors have required substantial performance fees when the performance of the Partnership as a whole was breakeven or unprofitable.

If the Partnership invests in a Portfolio Fund, the Partnership, along with each other investor in such Portfolio Fund, will pay its pro rata share of the expenses of such Portfolio Fund, including such Portfolio Fund's organizational, operating and investment expenses as well as its pro rata share of any extraordinary expenses incurred by such Portfolio Fund.

Managed Account Allocations

The Partnership primarily places assets with Trading Advisors by opening discretionary managed accounts rather than investing in Portfolio Funds. Managed accounts expose the Partnership to theoretically unlimited liability, and it is possible, given the leverage at which certain of the Trading Advisors trade, that the Partnership could lose more in a managed account directed by a particular Trading Advisor than the Partnership had allocated to such Trading Advisor to invest. However, the Partnership will seek to mitigate such risks investing, whenever possible via a structure that limits the Partnership's maximum liability to the amount invested in any such managed account.

Ownership of Underlying Investments

When deciding whether to invest or continue investing in a Portfolio Fund, the General Partner carries out no independent investigation of the ownership of the assets of the Portfolio Fund. Instead, the General Partner relies on audited accounts and other financial information provided to it by the Portfolio Fund. In the event that a Portfolio Fund does not own or there is a defect in the ownership of the underlying investments, this could have an adverse impact on the ability of the Partnership to achieve its investment objective.

General Trading Risk Disclosure Statement

Prospective investors should carefully consider whether their financial condition permits them to participate in the Partnership. In so doing, prospective investors should be aware that futures and options trading can quickly lead to large losses as well as gains. Such trading losses can sharply reduce the Net Asset Value of the Partnership and consequently the value of an investor's Units. In addition, certain restrictions on redemption may affect an investor's ability to withdraw from participation in the Partnership. Further, the Partnership is subject to substantial charges for management, as well as advisory and brokerage fees. It may be necessary for the Partnership to make substantial trading profits to avoid depletion or exhaustion of its assets. Notwithstanding the foregoing risk factors in this Form 10-K, this brief statement cannot disclose all of the risks and other factors necessary to evaluate a potential investor's participation in the Partnership.

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Item 1B: Unresolved Staff Comments

There are no unresolved staff comments.

Item 2: Properties

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

The Partnership's administrative offices are the administrative offices of BRIM, 55 East 52nd Street, New York, New York ~~10022~~10055. BRIM performs certain administrative services for the Partnership from BlackRock's offices.

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Item 3: Legal Proceedings

The Partnership or BRIM is not currently the subject of any material litigation. BRIM, 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 or financial condition of BRIM or the Partnership.

Item 4: Mine Safety Disclosures

Not applicable.

3435

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PART II

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

(a) Market Information:

There is no established public trading market for the Units, nor will one develop. Rather, Limited Partners may purchase or redeem Units as of the end of each month at Net Asset Value, subject to certain early Redemption Charges when applicable and fifteen days prior notice with respect to redemption.

(b) Holders:

As of December 31, ~~2012~~2013, there were 31,~~311~~874; ~~526~~391; ~~986~~801 and 5131 holders of Series A, F, G and I Units, respectively, including BRIM and its affiliates.

The Partnership has made no distributions since trading commenced, nor does BRIM presently intend to make any distributions in the future.

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

Not applicable.

(e) Performance Graph

Not applicable. The Partnership has no class of common stock registered under section 12 of the Exchange Act.

(f) Recent Sales of Unregistered Securities: Uses of Proceeds From Registered Securities:

Unregistered securities are issued to accredited investors pursuant to Regulation D and Section 4(2) under the Securities Act.


	Subscription Amount		Units		NAV			Subscription Amount		Units		NAV
Oct-10	$	7,150,951		6,620,638	$	1.0801	Oct-10	$	145,000		115,740	$	1.2528
Nov-10		4,848,961		4,433,133	$	1.0938	Nov-10		10,000		7,869	$	1.2707
Dec-10		8,841,940		8,349,330	$	1.0590	Dec-10		9,999		8,095	$	1.2352
Oct-11	$	3,168,977		2,915,342	$	1.0870	Oct-11	$	—		—	$	1.2956
Nov-11		16,374,933		15,666,794	$	1.0452	Nov-11		24,749		19,820	$	1.2487
Dec-11		9,316,937		8,896,149	$	1.0473	Dec-11		33,998		27,116	$	1.2538
Oct-12	$	835,988		843,410	$	0.9912	Oct-12	$	—		—	$	1.2184
Nov-12		519,992		540,428	$	0.9622	Nov-12		—		—	$	1.1859
Dec-12		592,994		619,630	$	0.9570	Dec-12		—		—	$	1.1827
Oct-13	$	775,000		906,221	$	0.8552	Oct-13	$	—		—	$	1.0854
Nov-13		222,000		256,944	$	0.8640	Nov-13		—		—	$	1.0997
Dec-13		100,000		114,443	$	0.8738	Dec-13		—		—	$	1.1149

(g) Purchases of Equity Securities by the Issuer:

Limited Partners may redeem their Units at the end of each calendar month at the then current month-end Net Asset Value per Unit. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed.

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The following table summarizes the redemptions by Limited Partners during the fourth calendar quarter of 2012:

2012

Series F Month		Redemption Date NAV Per Unit
October 31, 2012	774	$	232.39
November 30, 2012	1,043		231.14
December 31, 2012	1,694		230.67
Total	3,511

Series A Month		Redemption Date NAV Per Unit
October 31, 2012	10,203,208	$	0.9622
November 30, 2012	5,927,540		0.9570
December 31, 2012	14,477,290		0.9551
Total	30,608,038

Series G Month		Redemption Date NAV Per Unit
October 31, 2012	286,404	$	1.0065
November 30, 2012	198,959		1.0011
December 31, 2012	412,612		0.9991
Total	897,975

Series I Month		Redemption Date NAV Per Unit
October 31, 2012	—	$	1.1859
November 30, 2012	40,535		1.1827
December 31, 2012	—		1.1835
Total	40,535

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The ~~Item 6: Selected~~following ~~Financial~~table ~~Data~~ summarizes the redemptions by Limited Partners during the fourth calendar quarter of 2013:

~~The~~ ~~following~~ ~~unaudited selected financial data has been derived from the audited consolidated financial statements of the Partnership:~~ 2013

Income Statement Data	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			For the Year Ended December 31, 2010			For the Year Ended December 31, 2009			For the Year Ended December 31, 2008
Series F Month	Units Redeemed			Redemption Date NAV Per Unit
Revenues:
October 31, 2013		1,475		$	208.67
Trading Profits (Losses)
November 30, 2013		1,485			211.00
Realized	$	(2,681,787	)	$	15,819,067		$	24,680,503		$	(1,275,527	)	$	55,994,522
December 31, 2013		939			212.56
Change in Unrealized		(4,232,518	)		(7,550,144	)		10,194,641			(3,198,051	)		568,553

Change in value of investments in Non-Consolidated LLCs(1)		(9,152,356	)		(430,888	)		—			—			—
Total		3,899
Brokerage Commissions and Clearing costs		(1,015,380	)		(2,247,622	)		(2,678,247	)		(1,613,820	)		(1,508,796	)

Total trading profits (losses)		(17,082,041	)		5,590,413			32,196,897			(6,087,398	)		55,054,279

Investment Income:
Interest		219,591			269,659			492,166			906,015			3,051,305
Expenses:
Profit Shares		355,170			1,490,923			4,126,005			1,144,351			9,844,931
Distribution fees		6,142,552			10,193,861			9,553,526			6,767,790			5,554,788
Trading Advisors' management fees		2,943,719			5,073,428			4,558,253			3,162,393			2,520,534
Sponsor fees		2,580,154			4,286,905			4,014,803			2,833,553			2,278,530
Administrator fees		756,231			1,028,273			1,009,000			741,000			681,190
Professional fees		976,629			549,755			705,034			751,701			558,322
Other fees		214,315			429,317			392,000			327,923			271,936
Total expenses		13,968,770			23,052,462			24,358,621			15,728,711			21,710,231
Net Investment Loss		(13,749,179	)		(22,782,803	)		(23,866,455	)		(14,822,696	)		(18,658,926	)
Net Income (Loss)	$	(30,831,220	)	$	(17,192,390	)	$	8,330,442		$	(20,910,094	)	$	36,395,353

(1)Includes the Partnership's proportionate share of income and expenses from its investment in Non-Consolidated LLCs.

Series A Month		Redemption Date NAV Per Unit

October 31, 2013	9,728,647	$	0.8640
November 30, 2013	11,694,095		0.8738
December 31, 2013	9,120,963		0.8802


Total	30,543,705

Balance Sheet Data	December 31, 2012		December 31, 2011		December 31, 2010		December 31, 2009		December 31, 2008
Series G Month	Units Redeemed		Redemption Date NAV Per Unit
Partnership Net Asset Value	$	261,662,968	$	395,809,966	$	375,395,713	$	275,762,918	$	228,085,926
October 31, 2013		270,201	$	0.9038
Net Asset Value per Series F Unit	$	230.67	$	252.87	$	264.28	$	259.29	$	282.49
November 30, 2013		331,698		0.9139
Net Asset Value per Series A Unit	$	0.9551	$	1.0487	$	1.0968	$	1.0775	$	1.1742
December 31, 2013		268,760		0.9206
Net Asset Value per Series G Unit	$	0.9991	$	1.0952	$	1.1446	$	1.1230	$	1.2234

Net Asset Value per Series I Unit	$	1.1835	$	1.2586	$	1.2798	$	1.2255	$	1.2972
Total		870,659

Series I Month		Redemption Date NAV Per Unit

October 31, 2013	43,020	$	1.0997
November 30, 2013	107,212		1.1149
December 31, 2013	40,150		1.1261


Total	190,382

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Item 6: Selected ~~MONTH-END~~Financial ~~NET ASSET VALUE PER SERIES F (ORIGINAL UNIT)~~Data

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.
2008	$	243.08	$	256.88	$	256.37	$	249.33	$	250.65	$	257.60	$	248.81	$	243.18	$	252.09	$	273.51	$	280.29	$	282.49
2009	$	284.04	$	283.02	$	272.56	$	264.70	$	268.52	$	262.57	$	262.49	$	262.94	$	266.56	$	262.19	$	267.47	$	259.29
2010	$	252.82	$	253.45	$	257.28	$	255.55	$	251.68	$	253.01	$	250.37	$	256.70	$	259.92	$	263.54	$	254.84	$	264.28
2011	$	262.13	$	263.54	$	259.94	$	268.50	$	258.18	$	250.97	$	258.98	$	259.84	$	262.35	$	251.94	$	252.67	$	252.87
2012	$	251.39	$	249.47	$	242.48	$	242.36	$	252.68	$	242.35	$	248.75	$	244.19	$	239.40	$	232.39	$	231.14	$	230.67

The following unaudited selected financial data has been derived from the audited consolidated financial statements of the Partnership:

Income Statement Data	For the Year Ended December 31, 2013			For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			For the Year Ended December 31, 2010			For the Year Ended December 31, 2009

Revenues:
Trading Profits (Losses)
Realized	$	(5,436,971	)	$	(2,681,787	)	$	15,819,067		$	24,680,503		$	(1,275,527	)
Change in Unrealized		2,861,329			(4,232,518	)		(7,550,144	)		10,194,641			(3,198,051	)
Change in value of Investments in Non-Consolidated LLCs(1)		(6,473,290	)		(9,152,356	)		(430,888	)		—			—
Brokerage Commissions and Clearing costs		(951,814	)		(1,015,380	)		(2,247,622	)		(2,678,247	)		(1,613,820	)
Total trading profits (losses)		(10,000,746	)		(17,082,041	)		5,590,413			32,196,897			(6,087,398	)


Investment Income:
Interest		67,172			219,591			269,659			492,166			906,015


Expenses:
Profit Shares		164,855			355,170			1,490,923			4,126,005			1,144,351
Distribution fees		3,775,874			6,142,552			10,193,861			9,553,526			6,767,790
Trading Advisors' management fees		1,904,398			2,943,719			5,073,428			4,558,253			3,162,393
Sponsor fees		1,589,593			2,580,154			4,286,905			4,014,803			2,833,553
Administrator fees		451,129			756,231			1,028,273			1,009,000			741,000
Professional fees		400,846			976,629			549,755			705,034			751,701
Other fees		265,135			214,315			429,317			392,000			327,923


Total expenses		8,551,830			13,968,770			23,052,462			24,358,621			15,728,711


Net Investment Loss		(8,484,658	)		(13,749,179	)		(22,782,803	)		(23,866,455	)		(14,822,696	)


Net Income (Loss)	$	(18,485,404	)	$	(30,831,220	)	$	(17,192,390	)	$	8,330,442		$	(20,910,094	)

(1): Includes the Partnership's proportionate share of income and expenses from its Investments in Non-Consolidated LLCs.

Balance Sheet Data	December 31, 2013		December 31, 2012		December 31, 2011		December 31, 2010		December 31, 2009

Partnership Net Asset Value	$	131,681,323	$	261,662,968	$	395,809,966	$	375,395,713	$	275,762,918
Net Asset Value per Series F Unit	$	212.56	$	230.67	$	252.87	$	264.28	$	259.29




Net Asset Value per Series A Unit	$	0.8802	$	0.9551	$	1.0487	$	1.0968	$	1.0775




Net Asset Value per Series G Unit	$	0.9206	$	0.9991	$	1.0952	$	1.1446	$	1.1230




Net Asset Value per Series I Unit	$	1.1261	$	1.1835	$	1.2586	$	1.2798	$	1.2255

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~~BLACKROCK~~MONTH-END ~~GLOBAL~~NET ~~HORIZONS~~ASSET ~~I L.P.,~~VALUE PER SERIES ~~A December 31,~~F ~~2012~~(ORIGINAL UNIT)

Type of fund: Multi-advisor; privately-placed Inception of Trading: February 2004 Aggregate subscriptions: $620,795,473 Current capital: $220,539,487 Worst Monthly Drawdown: (4.09)% (6/12) Worst Peak-to-Valley Drawdown: (19.12)% (1/09-12/12) Net Asset Value per Series A, December 31, 2012: $0.9551

	Jan.		Feb.		Mar.		Apr.		May		June		July		Aug.		Sept.		Oct.		Nov.		Dec.

2009	$	284.04	$	283.02	$	272.56	$	264.70	$	268.52	$	262.57	$	262.49	$	262.94	$	266.56	$	262.19	$	267.47	$	259.29
2010	$	252.82	$	253.45	$	257.28	$	255.55	$	251.68	$	253.01	$	250.37	$	256.70	$	259.92	$	263.54	$	254.84	$	264.28
2011	$	262.13	$	263.54	$	259.94	$	268.50	$	258.18	$	250.97	$	258.98	$	259.84	$	262.35	$	251.94	$	252.67	$	252.87
2012	$	251.39	$	249.47	$	242.48	$	242.36	$	252.68	$	242.35	$	248.75	$	244.19	$	239.40	$	232.39	$	231.14	$	230.67
2013	$	230.25	$	227.16	$	227.07	$	228.51	$	219.45	$	213.44	$	212.92	$	207.80	$	206.55	$	208.67	$	211.00	$	212.56

Monthly Rates of Return

Month
January	(0.67	)%	(0.81	)%	(2.50	)%	0.55	%	2.93	%
February	(0.77	)	0.50		0.25		(0.36	)	5.67
March	(2.75	)	(1.33	)	1.52		(3.70	)	(0.21	)
April	(0.06	)	3.17		(0.67	)	(2.89	)	(2.74	)
May	4.13		(3.76	)	(1.52	)	1.43		0.52
June	(4.09	)	(2.77	)	0.53		(2.21	)	2.76
July	2.65		3.16		(1.05	)	(0.03	)	(3.41	)
August	(1.83	)	0.24		2.53		0.17		(2.26	)
September	(1.97	)	0.93		1.26		1.37		3.63
October	(2.93	)	(3.85	)	1.27		(1.63	)	8.41
November	(0.54	)	0.20		(3.18	)	2.01		2.42
December	(0.20	)	0.13		3.57		(3.07	)	0.81
Compound Annual Rate of Return	(8.93	)%	(4.39	)%	1.79	%	(8.23	)%	19.41	%

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BLACKROCK GLOBAL HORIZONS I L.P., SERIES FA December 31, ~~2012~~2013

Type of fund: Multi-advisor; privately-~~placedInception~~placed Inception of Trading: ~~January~~February ~~1994~~2004 Aggregate subscriptions: $~~323~~626,~~437~~275,~~041~~459 Current capital: $17102,~~551~~123,~~923~~710 Worst Monthly Drawdown: (4.09)% (6/12) Worst Peak-to-Valley Drawdown: (1827.7957)% (1/09-129/1213) Net Asset Value per Series ~~F (original unit)~~A, December 31, ~~2012~~2013: $~~230~~0.67 8802

Monthly Rates of Return

Month
January	(0.5914	)%	(0.8167	)%	(20.5081	)%	0(2.5550	)%	20.9255	%
February	(01.7638	)	(0.5477	)	0.2550		(0.3625	)	5(0.6836	)
March	(20.8004	)	(12.3775	)	(1.5133	)	(31.7052	)	(03.2070	)
April	(0.0564	)	3(0.2906	)	(03.6717	)	(20.8867	)	(2.7489	)
May	4(3.2696	)	(34.8413	)	(13.5176	)	(1.4452	)	01.5343
June	(42.0974	)	(24.7909	)	0(2.5377	)	(20.2253	)	(2.7821	)
July	2(0.6425	)	32.1965		(13.0416	)	(01.0305	)	(30.4103	)
August	(12.8340	)	0(1.3383	)	20.5324		02.1753		(20.2617	)
September	(10.9660	)	0(1.97	)	10.2593		1.3826		31.6737
October	(21.9303	)	(32.9793	)	1(3.3985	)	(1.6427	)	8(1.4963	)
November	(01.5413	)	(0.2954	)	(30.3020	)	2(3.0118	)	2.4801
December	(0.2073	)	(0.0820	)	30.7013		(3.0657	)	0(3.7807	)
Compound Annual Rate of Return	(87.7884	)%	(48.3293	)%	1(4.9239	)%	(81.2179	)%	19(8.6023	)%

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BLACKROCK GLOBAL HORIZONS I L.P., SERIES GF December 31, ~~2012~~2013

Type of fund: Multi-advisor; privately-placedInception of Trading: January ~~2007~~1994 Aggregate subscriptions: $44323,~~503~~437,~~111~~041 Current capital: $2112,~~236~~470,~~500~~664 Worst Monthly Drawdown: (4.0809)% (6/12) Worst Peak-to-Valley Drawdown: (1827.7828)% (1/09-129/1213) Net Asset Value per Series GF (original unit), December 31, ~~2012~~2013: $0212.~~9991~~56

Monthly Rates of Return

Month
January	(0.5814	)%	(0.8159	)%	(20.5081	)%	0(2.5650	)%	20.9255	%
February	(01.7638	)	(0.5476	)	0.2654		(0.3725	)	5(0.6836	)
March	(20.8004	)	(12.3780	)	(1.5137	)	(31.7051	)	(03.2070	)
April	(0.0563	)	3(0.3005	)	(03.6729	)	(20.8867	)	(2.7488	)
May	4(3.2696	)	(34.8426	)	(13.5284	)	(1.4451	)	01.5444
June	(42.0874	)	(24.7909	)	0(2.5379	)	(20.2253	)	(2.7822	)
July	2(0.6424	)	32.1864		(13.0519	)	(01.0304	)	(30.4203	)
August	(12.8440	)	0(1.3483	)	20.5433		02.1853		(20.2617	)
September	(10.9660	)	0(1.9796	)	10.2597		1.3725		31.6738
October	(21.9303	)	(32.9893	)	1(3.3997	)	(1.6439	)	8(1.5164	)
November	(01.5412	)	(0.3054	)	(30.3029	)	2(3.0230	)	2.4801
December	(0.2074	)	(0.0720	)	30.7108		(3.0670	)	0(3.7806	)
Compound Annual Rate of Return	(87.7785	)%	(48.3278	)%	1(4.9232	)%	(81.2092	)%	19(8.6621	)%

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BLACKROCK GLOBAL HORIZONS I L.P., SERIES IG December 31, ~~2012~~2013

Type of fund: Multi-advisor; privately-~~placed Inception~~placedInception of Trading: ~~March~~January ~~2004~~2007 Aggregate subscriptions: $1244,~~820~~503,~~004~~111 Current capital: $215,~~335~~542,~~058~~406 Worst Monthly Drawdown: (34.8308)% (6/12) Worst Peak-to-Valley Drawdown: (927.6228)% (41/1109-129/1213) Net Asset Value per Series IG, December 31, ~~2012~~2013: $10.~~1835~~9206

Monthly Rates of Return

Month
January	(0.4114	)%	(0.6258	)%	(20.2481	)%	0(2.7850	)%	30.1456	%
February	(01.5038	)	(0.6676	)	0.5054		(0.0826	)	5(0.9237	)
March	(20.4904	)	(12.0080	)	(1.6737	)	(31.4251	)	0(3.0170	)
April	0.2063		3(0.3305	)	(03.4430	)	(20.6667	)	(2.5188	)
May	4(3.4296	)	(34.4726	)	(13.2684	)	(1.6152	)	01.7744
June	(32.8375	)	(24.4308	)	0(2.7479	)	(10.9753	)	3(2.0122	)
July	2(0.9224	)	32.3164		(03.7618	)	0(1.2205	)	(30.1703	)
August	(12.5741	)	0(1.5184	)	20.6734		02.3954		(20.0218	)
September	(10.7060	)	(1.1696	)	10.4297		1.6025		41.1537
October	(21.6703	)	(32.6293	)	1(3.4398	)	(1.4239	)	8(1.7764	)
November	(01.2712	)	(0.4154	)	(20.7930	)	2(3.2930	)	2.7002
December	0.0773		(0.3820	)	30.6107		(23.8071	)	1(3.0506	)
Compound Annual Rate of Return	(57.9786	)%	(18.6677	)%	(4.4332	)%	(51.5392	)%	23(8.3020	)%

In addition to the general fact that in speculative futures trading past results are not necessarily indicative of future performance, the Partnership's multi-Trading Advisor approach has become more diversified over time. Currently the fund retains 7-15 Trading Advisors and may retain more in the future. Redemption Charges are not reflected in the Performance Summary. 42

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BLACKROCK GLOBAL HORIZONS I L.P., SERIES I
December 31, 2013

Type of fund: Multi-advisor; privately-placed
Inception of Trading: March 2004
Aggregate subscriptions: $12,820,004
Current capital: $1,544,543
Worst Monthly Drawdown: (3.83)% (6/12)
Worst Peak-to-Valley Drawdown: (17.10)% (4/11-9/13)
Net Asset Value per Series I, December 31, 2013: $1.1261

Monthly Rates of Return

Month

January	0.13	%	(0.41	)%	(0.62	)%	(2.24	)%	0.78	%
February	(1.12	)	(0.50	)	0.66		0.50		(0.08	)
March	0.22		(2.49	)	(1.00	)	1.67		(3.42	)
April	0.86		0.20		3.33		(0.44	)	(2.66	)
May	(3.66	)	4.42		(3.47	)	(1.26	)	1.61
June	(2.48	)	(3.83	)	(2.43	)	0.74		(1.97	)
July	0.01		2.92		3.31		(0.76	)	0.22
August	(2.13	)	(1.57	)	0.51		2.67		0.39
September	(0.34	)	(1.70	)	1.16		1.42		1.60
October	1.32		(2.67	)	(3.62	)	1.43		(1.42	)
November	1.38		(0.27	)	0.41		(2.79	)	2.29
December	1.00		0.07		0.38		3.61		(2.80	)
Compound Annual Rate of Return	(4.85	)%	(5.97	)%	(1.66	)%	4.43	%	(5.53	)%

In addition to the general fact that in speculative futures trading past results are not necessarily indicative of future performance, the Partnership's multi-Trading Advisor approach has become more diversified over time. Currently the Partnership retains 7-15 Trading Advisors and may retain more in the future. Redemption Charges are not reflected in the Performance Summary.

Notes to Performance Summaries

Monthly Rates of Return are calculated by dividing each month's net performance by Net Asset Value as of the beginning of such month.

Compound Annual Rate of Return (Compound Rate of Return) means the annual (year-to-date, in the case of partial years, if any) rate of return calculated by compounding the Monthly Rates of Return over the months in a given year or period, i.e.: each monthly rate of return, in hundredths, is added to one and the result is multiplied by the subsequent monthly rate of return similarly expressed; one is then subtracted from the product and the result is multiplied by 100.

Worst Monthly Drawdown represents the largest negative monthly rate of return experienced during the period covered by the Monthly Performance Summary; a drawdown is measured on the basis of month-end net asset values only, and does not reflect intra-month figures.

Worst Peak-to-Valley Drawdown is the largest decline in month-end Net Asset Value (without adjustment for subscriptions and redemptions) without such net asset value being subsequently equaled or exceeded. For example, if the net asset value dropped (1)% in each of January and February, rose 1% in March and dropped (2)% in April, the Peak-to-Valley Decline would still be continuing at the end of April in the amount of approximately (3)%, whereas if the net asset value had risen approximately 2% or more in March, the Peak-to-Valley Decline would have ended as of the end of

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February at approximately the (2)% level. The period indicated for the Worst Peak-to-Valley Decline is the period beginning with the month when the decline began and ending with the month as of the end of which the lowest net asset value during the decline was reached.

Prospective investors should note that the returns experienced by particular investors would have differed from those shown above depending upon several factors, including the timing of individual subscriptions and/or redemptions, differences in allocation methodologies, and differences in fee structures.

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

Operational Overview; Trading Advisor Selections and Summary

The Partnership's results of operations depend on BRIM's ability to select Trading Advisors and the Trading Advisors' ability to trade profitably. BRIM's selection procedures, as well as the Trading Advisors' trading methods, are confidential, so that substantially the only available information relevant to the Partnership's results of operations is its actual performance record to date. However, because of the speculative nature of its trading, the Partnership's past performance is not necessarily indicative of its future results.

Heightened stress in the financial system stemming from ongoing issues in residential real estate and structured credit markets, as well as recession-related fears, has led to significant de-leveraging by financial institutions. However, better access to credit and an easing monetary policy has led to an increase in demand for commodities and a rally in global equities. However, past market performance is not necessarily indicative of future market performance.

BRIM's decision to terminate or reallocate assets among Trading Advisors is based on a combination of factors. Trading Advisors are, in general, terminated primarily for unsatisfactory performance, but other factors—for example, a change in BRIM's or a Trading Advisor's market outlook, apparent deviation from announced risk control policies, 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 BRIM's principals is an important factor in its allocation decisions.

BRIM has no timetable or schedule for making Trading Advisor changes or reallocations, and generally makes a medium- to long-term commitment to all Trading Advisors selected. In particular, BRIM has to date, made infrequent reallocations of trading assets and adjustments in the Trading Advisor combinations for the Partnership. However, there can be no assurance as to the frequency or number of Trading Advisor changes that may take place in the future, or as to how long any of the current Trading Advisors will continue to manage assets for the Partnership.

Results of Operations

General

BRIM believes that multi-advisor futures funds should be regarded as medium- to long-term (i.e., three to five year) investments, but it is difficult to identify trends in the Partnership's operations and virtually impossible to make any predictions regarding future results based on the results to date. An investment in the Partnership may be less successful over a longer than a shorter period.

Markets with sustained price trends tend to be more favorable to managed futures investments than whipsaw, choppy markets, but (i) this is not always the case, (ii) it is impossible to predict when price trends will occur and (iii) different Trading Advisors are affected differently by trending markets as well as by particular types of trends.

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BRIM attempts to control credit risk in the Partnership's futures, forwards and options trading by clearing trading through MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities and State Street. MLPF&S, Newedge USA, JPMS, UBS Securities and State Street act as a clearing broker or counterparty to the Partnership's trades; they do not advise with respect to, or direct, any such trading.

BRIM attempts to control the market risk inherent in the Partnership's trading by BRIM's multi-advisor strategy and Trading Advisor selections. BRIM reviews the positions acquired by Trading Advisors trading on behalf of the Partnership (or a subsidiary of the Partnership) on a daily basis in an effort to determine whether the overall positions of the Partnership may have become what BRIM determines as being excessively concentrated in a limited number of markets—in which case BRIM may, as of the next month or quarter-end, adjust the Partnership's Trading Advisor combination and/or allocations so as to attempt to reduce the risk of such over-concentration occurring in the future. Such position transparency will not generally be available to BRIM with respect to Partnership assets allocated to Portfolio Funds.

Set forth below is a list of the trading profit (loss) from each of the different Trading Advisors as measured at December 31, 2012, 2011 and 2010, which includes the Partnership's proportionate share of the operations of its investments in the Non-Consolidated LLCs, which includes income and expenses.

2012 Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)
Boronia Capital PTY Ltd	$	254,376		$	(332,189	)	$	(372,398	)	$	(450,211	)
Capital Fund Management S.A.		(3,459,927	)		(273,537	)		(154,968	)		(3,888,432	)
Crabel Capital Management LLC		(1,141,382	)		316,279			(227,771	)		(1,052,874	)
G Capital Fund Management LLC		3,224,117			(20,864	)		(84,056	)		3,119,197
Higgs Capital Management LLP		(64,514	)		87,104			(20,734	)		1,856
Mapleridge Capital Corporation		347,453			(82,584	)		(43,947	)		220,922
Ortus Capital Management Ltd.		(2,562,296	)		(2,600,366	)		—			(5,162,662	)
Solaise Capital Management LLP		1,079,360			(479,299	)		(71,646	)		528,415
Winton Capital Management Limited		(358,974	)		(847,062	)		(39,860	)		(1,245,896	)
Total	$	(2,681,787	)	$	(4,232,518	)	$	(1,015,380	)	$	(7,929,685	)

The weighted average Management Fee rate of the Trading Advisors based on allocations as of December 31, 2012 was 1.48% and the weighted average incentive fee rate was 21%. The range of

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~~Management~~ BRIM ~~Fees~~attempts asto ofcontrol ~~December 31~~credit risk in the Partnership's futures, ~~2012~~forwards ~~was~~and 0%options totrading 2%by ~~(annualized)~~clearing trading through MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC and State Street. MLPF&S, Newedge USA, JPMS, UBS Securities, Barclays, HSBC and State Street act as a clearing broker or counterparty to the ~~range~~Partnership's oftrades; ~~incentive~~they ~~fees~~do ~~was~~not ~~15%~~advise with respect to, ~~30%~~or direct, any such trading.

2011 Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)
Abraham Trading LP(1)	$	745,369		$	(1,978,167	)	$	(196,543	)	$	(1,429,341	)
Blackwater Capital Management LLC(1)		5,841,825			(2,378,579	)		(76,137	)		3,387,109
Boronia Capital PTY Ltd		(1,855,529	)		(799,103	)		(609,275	)		(3,263,907	)
Cantab Capital Partners LLP(1)		5,649,176			(371,621	)		(243,540	)		5,034,015
Crabel Capital Management LLC		(3,593,497	)		(761,560	)		(347,601	)		(4,702,658	)
G Capital Fund Management LLC		2,300,398			412,668			(29,061	)		2,684,005
Mapleridge Capital Corporation		(4,880,462	)		146,419			(563,266	)		(5,297,309	)
NuWave Investment Management LLC(2)		2,964,319			773,900			(49,150	)		3,689,069
Ortus Capital Management Ltd.		5,744,841			(2,358,178	)		—			3,386,663
Quantitative Investment Management—Global Program(3)		(335,790	)		(200,975	)		(61,325	)		(598,090	)
Solaise Capital Management LLP		(2,498,745	)		588,207			(26,354	)		(1,936,892	)
Winton Capital Management Limited		5,737,162			(623,155	)		(45,370	)		5,068,637
Total	$	15,819,067		$	(7,550,144	)	$	(2,247,622	)	$	6,021,301

~~The~~Set ~~weighted~~forth ~~average~~below ~~Management~~is ~~Fee~~a ~~rate~~list of the ~~Trading~~trading ~~Advisors~~profit ~~based~~(loss) onfrom ~~allocations~~each of the different Trading Advisors as ofmeasured at December 31, ~~2011~~2013, ~~was~~2012 ~~1.40%~~ and ~~the~~2011, ~~weighted~~which ~~average~~excludes ~~incentive~~the Partnership's ~~fee~~proportionate ~~rate~~share ~~was~~of ~~20%.~~the ~~The range~~operations of ~~Management~~its ~~Fees~~investments asin ofthe ~~December~~Non-Consolidated 31LLCs, ~~2011~~which ~~was~~includes 0%income ~~to 2.5% (annualized)~~ and ~~the range of incentive fees was 15% to 30%~~expenses.

2010 Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)
2013 Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)
Abraham Capital Management	$	2,565,556		$	1,694,334		$	(306,506	)	$	3,953,384
Capital Fund Management S.A.	$	(1,306,149	)	$	443,025		$	(78,329	)	$	(941,453	)
Boronia Capital PTY Ltd		3,202,376			502,651			(515,914	)		3,189,113
Crabel Capital Management LLC		(2,380,024	)		(427,810	)		(539,454	)		(3,347,288	)
Blackwater Capital Management LLC		2,960,399			1,889,566			(81,828	)		4,768,137
G Capital Fund Management LLC		1,457,358			(16,601	)		(143,589	)		1,297,168
Cantab Capital Partners LLP		979,192			1,187,528			(196,449	)		1,970,271
Higgs Capital Management LLP		444,672			(87,104	)		(124,705	)		232,863
Crabel Capital Management LLC		6,025,543			814,149			(376,009	)		6,463,683
Ortus Capital Management Ltd.		(5,253,045	)		2,328,624			—			(2,924,421	)
Mapleridge Capital Corporation		(4,942,528	)		5,262			(996,000	)		(5,933,266	)
Solaise Capital Management LLP		(194,241	)		501,031			(47,542	)		259,248
Nuwave Investment Corp		579,735			(776,608	)		(49,136	)		(246,009	)
Winton Capital Management Limited		1,794,458			120,164			(18,195	)		1,896,427
Ortus Capital Management Ltd		7,138,711			3,579,317			—			10,718,028

PIA Capital Management LP		(78,179	)		(119,244	)		(18,737	)		(216,160	)
Total	$	(5,436,971	)	$	2,861,329		$	(951,814	)	$	(3,527,456	)
Quantative Investment Management—Global Program		(203,212	)		(155,965	)		(88,802	)		(448,079	)

Winton Capital Management Limited		6,453,010			1,573,651			(48,866	)		7,977,795

Total	$	24,680,503		$	10,194,641		$	(2,678,247	)	$	32,196,897

The weighted average Management Fee rate of the Trading Advisors based on allocations as of December 31, 2013 was 1.28% and the weighted average incentive fee rate was 20%. The range of Management Fees as of December 31, 2013 was 0% to 2% (annualized) and the range of incentive fees was 10% to 30%.

2012 Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)

Boronia Capital PTY Ltd	$	254,376		$	(332,189	)	$	(372,398	)	$	(450,211	)
Capital Fund Management S.A.		(3,459,927	)		(273,537	)		(154,968	)		(3,888,432	)
Crabel Capital Management LLC		(1,141,382	)		316,279			(227,771	)		(1,052,874	)
G Capital Fund Management LLC		3,224,117			(20,864	)		(84,056	)		3,119,197
Higgs Capital Management LLP		(64,514	)		87,104			(20,734	)		1,856
Mapleridge Capital Corporation		347,453			(82,584	)		(43,947	)		220,922
Ortus Capital Management Ltd.		(2,562,296	)		(2,600,366	)		—			(5,162,662	)
Solaise Capital Management LLP		1,079,360			(479,299	)		(71,646	)		528,415
Winton Capital Management Limited		(358,974	)		(847,062	)		(39,860	)		(1,245,896	)


Total	$	(2,681,787	)	$	(4,232,518	)	$	(1,015,380	)	$	(7,929,685	)

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The weighted average Management Fee rate of the Trading Advisors based on allocations as of December 31, ~~2010~~2012 was 1.3848% and the weighted average incentive fee rate was 21%. The range of Management Fees as of December 31, ~~2010~~2012 was 0% to 2.5% (annualized) and the range of incentive fees was 15% to 30%.

2011 Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)

Abraham Trading LP(1)	$	745,369		$	(1,978,167	)	$	(196,543	)	$	(1,429,341	)
Blackwater Capital Management LLC(1)		5,841,825			(2,378,579	)		(76,137	)		3,387,109
Boronia Capital PTY Ltd		(1,855,529	)		(799,103	)		(609,275	)		(3,263,907	)
Cantab Capital Partners LLP(1)		5,649,176			(371,621	)		(243,540	)		5,034,015
Crabel Capital Management LLC		(3,593,497	)		(761,560	)		(347,601	)		(4,702,658	)
G Capital Fund Management LLC		2,300,398			412,668			(29,061	)		2,684,005
Mapleridge Capital Corporation		(4,880,462	)		146,419			(563,266	)		(5,297,309	)
NuWave Investment Management LLC(2)		2,964,319			773,900			(49,150	)		3,689,069
Ortus Capital Management Ltd.		5,744,841			(2,358,178	)		—			3,386,663
Quantitative Investment Management—Global Program(3)		(335,790	)		(200,975	)		(61,325	)		(598,090	)
Solaise Capital Management LLP		(2,498,745	)		588,207			(26,354	)		(1,936,892	)
Winton Capital Management Limited		5,737,162			(623,155	)		(45,370	)		5,068,637


Total	$	15,819,067		$	(7,550,144	)	$	(2,247,622	)	$	6,021,301

(1): Includes the Partnership's total net trading profit (loss) from this Non-Consolidated LLC through October 31, 2011 (see Note 1 to the Consolidated Financial Statements).
(2): Includes the Partnership's total net trading profit (loss) from this Non-Consolidated LLC through September 30, 2011 (see Note 1 to the Consolidated Financial Statements).
(3): Includes the Partnership's total net trading profit (loss) from this Non-Consolidated LLC through April 30, 2011 (see Note 1 to the Consolidated Financial Statements).

The weighted average Management Fee rate of the Trading Advisors based on allocations as of December 31, 2011 was 1.40% and the weighted average incentive fee rate was 20%. The range of Management Fees as of December 31, 2011 was 0% to 2.5% (annualized) and the range of incentive fees was 15% to 30%.

BRIM may consider making distributions to investors under certain circumstances (for example, if substantial profits are recognized); however, BRIM has not made any distributions to date and does not intend to do so.

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Performance Summary

2013

	Total Trading(1) Profit (Loss)

Agriculture	$	8,179
Currencies		(3,777,715	)
Energy		(1,781,296	)
Interest Rates		(2,171,547	)
Metals		106,817
Stock Indices		5,039,920


		(2,575,642	)
Brokerage Commissions/ Clearing Costs		(951,814	)


	$	(3,527,456	)

(1): Excludes Change in value of investments of Non-Consolidated LLCs. Such Non-Consolidated LLCs performance summaries generally follow the same themes and trends discussed below.

2013 was generally marked by growing investor optimism and strong performance from many broader market segments, but it proved to be a difficult period for directional trading strategies. For much of the year, U.S. market volatility closely followed changing levels of investor trepidation over the U.S. Federal Reserve's (the "Fed's") widely anticipated decision to potentially taper its $85 billion/month asset purchasing program. Ultimately, U.S. investor enthusiasm held firm as the Fed finally made the announcement in December, reducing monthly asset purchases associated with its quantitative easing program by $10 billion. European developments began the year in grim fashion, as weak economic data and a controversial bailout of Cyprus undermined confidence in the European Union (the "EU"). In the second half, however, markets generally rallied on growing investor confidence that the region has moved past the worst point of its current recession, albeit with persistently low growth. Asian markets were definitively led by developments in Japan during the period. Investors gained confidence over notable progress over the year on Japan's more activist approach to its monetary policy, particularly by substantial declines in the yen versus most major currencies, driving local returns (as measured by the MSCI Japan Index) up nearly 54% for 2013. Emerging markets developments were mixed by country, particularly where U.S. tapering was anticipated to impact external funding, such as Indonesia. Markets in China generally remained concerned over the pace of its slowing economy and borrowing levels, but were later helped in part by suggestions that authorities may be open to a greater degree of financial liberalization.

Despite this optimistic market backdrop, directional Trading Advisors in aggregate lost ground over the course of the year, led by declines in currency strategies. Long exposure to the U.S. dollar was additive early in the year as it continued to strengthen on the back of a successful quantitative easing ("QE") implementation and signs toward the need for more accommodative monetary policies in Europe and Japan. However, near mid-year, numerous reversals in the dollar pressured Trading Advisors, as exposure to the U.S. dollar declined as the Fed initially failed to indicate any near-term end to QE, reversed upward as the Fed began to publicly consider tapering, and yet again downward as it delayed action until mid-December. Trading Advisors had shifted exposures to the U.S. dollar throughout the period, but few were consistently able to capture profits. Accumulated momentum-based long holdings in select emerging market currencies, such as the Indian rupee added to losses, weakening on speculation of Fed tapering, but Trading Advisors reduced these positions as volatile emerging market capital flows fueled uncertainty in these currencies, and remained relatively minor

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positions by year-end. Meanwhile, short positions in the Japanese yen was a core and generally additive position for many Trading Advisors, as momentum-based models picked up on the Japanese government's efforts to weaken the yen, in part to improve Japan's competitiveness in global export markets.

Fixed income/rates strategy performance was also negative for the year. In the first half of the year, a number of bond price reversals in key markets created a difficult environment for momentum-based models, particularly in Europe, where volatility driven by systemic uncertainties and government intervention proved challenging for quantitative models. In the U.S., rate markets oscillating on debt ceiling debates and ongoing conjecture on the timing and degree of potential Fed tapering also proved difficult to navigate. The strategy was a positive contributor in fourth quarter, however, as U.S. Treasury yields drifted higher and the curve steepened prior to the December Fed meeting, as non-U.S. central banks and government authorities remained aggressive in guiding their economies within an acceptable path. By year-end, non-U.S. dollar-based positions have overtaken U.S. dollar-based positions, particularly positioning in shorter-duration instruments such as long Eurodollar/Euribor and Japanese Government Bond ("JGB") exposures, while Canadian and Australian bonds were popular short positions.

Energy-based trading contributed additional losses for the year, again from several prominent price reversals over the year. Trading Advisors were generally positioned short early in the year, but much of the energy complex, including crude oil and natural gas, saw price growth on continued global growth and inventory declines. As Trading Advisors shifted their exposures, prices declined—crude and refined oil positions were hit especially hard amid rising oil supplies and U.S. output, as well as from an unexpected contraction in China's manufacturing data. In July and August, oil prices once again experienced a material run-up, this time by the Syrian conflict and Middle Eastern tensions, a prolonged sell-off late in the year again caught momentum-based models off-guard. In response, Trading Advisors in aggregate reduced exposure to energy exposure in general, with a slight long exposures to crude oil and natural gas hedged by short positioning in West Texas Intermediate oil. As a result, Trading Advisors largely missed the reversal in energy pricing at year-end, particularly in natural gas, which accelerated sharply in November and December.

Agricultural commodity returns were approximately flat, with early period losses offset by gains in the second half of the year. Broader agricultural prices were initially up on increased estimates of global demand and drought-reduced stockpiles in January, initially hurting core short positions. As Trading Advisors shifted to a longer net exposure, several key commodities saw declines, including corn prices, which fell on increased planting; soybeans, which fell on news of increased stockpiles; and wheat, which declined as Midwest storms eased ongoing fears of drought. Rebuilding short exposures over the second half of the year, Trading Advisors were able to capture downward trends in a number of commodities, particularly corn, wheat and coffee.

Metal holdings generally contributed modestly positive returns for the full calendar year. Trend-following models were generally able to successfully capture softening industrial metals prices throughout much of the first half, driven in part by decreased demand from Chinese manufacturers and growing inventories. As stockpiles declined and global manufacturing picked up in Europe and the U.S., copper, aluminum and steel prices found a bottom and began to see pricing recoveries, helping Trading Advisors that began to rebuild long exposure to base metals. Precious metals were more challenging. In particular, Trading Advisors were generally positioned well as gold prices extended a sharp downward trend that started in late 2012, but reversals along the way, especially a 15% gain from July to September, generated periodic losses for Trading Advisors that had built and maintained short exposures throughout much of the year. In general, Trading Advisors ended 2013 with flat or short exposure to precious metals, and flat exposure to base metals.

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Equity-based strategies generally benefited from a strong bias toward net long equity market exposure, with long-term momentum-based models capturing gains in most global markets as they rallied through much of the year. U.S. markets generally reacted positively on continued strength in the economy, and remained resilient despite the Fed's decision to taper its quantitative easing effort at year-end. European equities started the period in volatile fashion on increased political concerns, seeing numerous swings that frustrated momentum approaches, but Trading Advisors ultimately benefited from strong returns in the latter half of the year, as European stock indices posted substantial gains on renewed economic confidence in the region. Japanese markets continued to aggressively rally in the region, with improving economic data providing positive feedback for its three-pronged economic plan. At year-end, Trading Advisors remained very active in trading equity index exposures, though net exposure and risk levels have dropped from peak levels earlier in the year.

Performance Summary

2012

	Total Trading(1) Profit (Loss)
Agriculture	$	(3,045,408	)
Currencies		(10,066,572	)
Energy		1,456,454
Interest Rates		5,947,858
Metals		(2,454,905	)
Stock Indices		1,248,268

		(6,914,305	)
Brokerage Commissions/ Clearing Costs		(1,015,380	)

	$	(7,929,685	)

(1): Excludes Change in value of investments of Non-Consolidated LLCs. Such Non-Consolidated LLCs performance summaries generally follow the same themes and trends discussed below.

Investor optimism increased during 2012, as concerns plaguing the markets in late 2011 began to ease. Anxiety centered on the delicate financial situation in Europe waned on a number of fronts. European governments slowly worked toward an orderly resolution of Greece's debt problems and sought to reduce the potential for contagion across the European financial system through the Long-Term Refinancing Operation (LTRO) programs. Greece appeared to elect a government more tolerant of austerity provisions, further boosting the optimism. After a somewhat turbulent July, risk assets generally saw a rise in valuations over much of the second half of the year, fueled in part by actions from the European Central Bank ("ECB") and the ~~U.S. Federal Reserve (the "~~Fed") to continue aggressive action to backstop their regional economies. Meanwhile, in Asia, Japanese markets surged at year-end, relieved by growth-oriented Liberal Democratic Party election wins. Nonetheless, weak economic data in Japanese industrial output, exports, and consumer prices all hinted at deflationary pressures, increasing calls on the Bank of Japan to weaken the yen and boost inflation targets.

Fixed income strategies were generally beneficial for much of the year. Yield curve trades in the U.S. and Europe were prominent contributors as the market adjusted to activity by the ECB and the Fed, and as investors broadly became more willing to take market risk. Core long positions in flight-to-safety assets such as 10-year U.S. Treasuries, German bunds and long Gilts experienced robust gains in the first half of the year, reaching near-record prices as investors sought financial shelter from developments in Europe. Trading became more challenging later in the year as the U.S. macroeconomic environment became more volatile amid the U.S. election cycle and worries over the fiscal cliff. Late in the year, gains were offset somewhat by losses in the 10-year Japanese Government Bond, which moved on expectations of new inflation targets and future central bank easing.

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U.S. macroeconomic environment became more volatile amid the U.S. election cycle and worries over the fiscal cliff. Late in the year, gains were offset somewhat by losses in the 10-year Japanese Government Bond, which moved on expectations of new inflation targets and future central bank easing.

Partnership performance within the energy sector was generally mixed over the year, but typically detracted from results for many Trading Advisors. Early losses from falling Brent crude and WTI oil prices reversed as tensions in the Middle East grew over concerns of Iranian nuclear development, causing oil commodity prices to spike. Short natural gas positions added to early gains as prices continued to decline sharply over the quarter, breaking through their 52-week low at the end of March. Trading Advisor's adjusted their portfolios to a short orientation to oil near mid-year, which benefited from sharp drops in oil prices driven by news of a slowing global economy and building inventory levels. However, this short positioning worked against Trading Advisors later in the year as oil prices steadily climbed on improving economic sentiment and worries of supply disruptions during hurricane season in the Gulf of Mexico. As momentum models added to long oil exposures and short gas exposures in September, prices for both commodities again reversed, adding late quarter losses.

Equity index activity was a contributor to Partnership performance over the year. For much of the year, positive investor sentiment drove appreciation in long exposures to major U.S. indices, with further contributions from positions in select European indices. Broadly speaking, global equity markets (as measure by the MSCI World Index) experienced slight losses in April, followed by a stronger sell-off in May, and a partial recovery in June in which long investors experienced most gains in the final few trading days. Late in the year though, Trading Advisors took some losses from their core U.S. positions, as U.S. indices struggled on poor corporate earnings. Asian markets were another story, however, as Trading Advisors often found themselves on the wrong side of exposure in Japanese, Hong Kong and Taiwanese markets. Nonetheless, gain from non-U.S. regions helped to pick up the slack, as Japanese equities rose to their highest level in seven months on expectations of political changes which is expected to lead to central bank easing, and as European equities rallied on progress in Greece and improving economic data.

Metals exposure also offered mixed-to-negative results. Losses were predominantly attributed to long holdings in base metals, where momentum-based models faced a difficult environment. Worries over the impact of weaker global economic growth, particularly in regions such as Europe and China, were met with major stimulative actions by regional central banks, creating a volatile backdrop with numerous reversals over the course of the year, negatively impacting Partnership performance in many cases. Precious metals activity was generally positive. Early short positioning in gold started Trading Advisors on the wrong foot as gold prices drifted upwards in April. However, Trading Advisors were generally able to capture pricing trends in the metal at mid-year, before giving back some gains late in the year.

Contributions from agriculture trading were also uneven throughout the year. Strategy losses were generally driven by grains exposure, such as wheat and corn. Prices for U.S.-focused crops appreciated as supplies for soybeans and corn looked to be constrained by extreme drought conditions that developed in the latter part of the quarter in select parts of South America and much of the U.S. Midwest. Unfortunately, some Trading Advisors were positioned short in corn at the time, encouraged by strong negative momentum in May from early U.S. Department of Agriculture (USDA) projections of outsized domestic inventories—positions that generated losses as crop conditions deteriorated in June. Trading Advisors increased their long exposure in response, and long positions in grains such as corn, wheat and soybeans appreciated as prices continued to rise amid drought conditions in the U.S. Midwest. As the third quarter progressed, however, momentum in agriculture prices stalled and then fell as the actual impact of the drought on global supply turned out to be less than most investors expected, driving losses and active reductions in exposure to the space. Agricultural prices generally continued to fall across most sectors amid rising global inventories late in the year.

Foreign exchange activity was the strongest detractor for 2012, influenced in large part by reversals sparked by global central bank actions. The Australian dollar was an early detractor—long positions were accumulated after several steady weeks of strengthening of the Australian dollar on speculation that Australia's Reserve Bank would maintain one of the highest interest rates among developed 50

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~~countries~~ Foreign exchange activity was the strongest detractor for 2012, influenced in large part by reversals sparked by global central bank actions. The Australian dollar was an early detractor—long positions were accumulated after several steady weeks of strengthening of the Australian dollar on speculation that Australia's Reserve Bank would maintain one of the highest interest rates among developed countries. However, these positions declined in value as the currency was negatively impacted by high oil prices and signs of weak Chinese economic activity. Losses were also attributable in part to short Japanese yen exposures as the yen strengthened on news that the Bank of Japan refrained from further monetary actions to stimulate economic growth. Later in the year, as Trading Advisors increased their long exposure to the yen, it again reversed on expectations of central bank easing and an increasing influence of pro-growth political forces thought to seek to strategically weaken the yen. Finally, large short euro exposures, which benefited in May from a deteriorating outlook in Europe, later resulted in sharp losses after European leaders ~~affirmatively~~ affirmatively acted to lower Spanish and Italian bond yields.

Performance Summary

2011

	Total Trading(1) Profit (Loss)
Agriculture	$	(7,313,048	)
Currencies		(1,238,607	)
Energy		(3,961,396	)
Interest Rates		25,460,295
Metals		1,951,633
Stock Indices		(6,629,954	)

		8,268,923
Brokerage Commissions/ Clearing Costs		(2,247,622	)

	$	6,021,301

(1): Excludes Change in value of investments of Non-Consolidated LLCs. Such Non-Consolidated LLCs performance summaries generally follow the same themes and trends discussed below.

The Partnership posted an overall net loss for 2011. The year was characterized by meaningful volatility and muted or negative returns in most asset classes, with the notable exception of select "safe haven" assets such as U.S. Treasuries. This volatility and rising correlations in markets cued flashbacks of 2008, further damaging investor confidence and discouraging risk-taking. Alternating cycles of "risk-on/risk-off" investor behavior was particularly prominent in the second half of the year, with "risk-off" assets generally coming out ahead.

Expectations entering 2011 featured a tenuous hope for broad economic recovery, but a series of external developments shook investor confidence once again. Upheaval interspersed through much of the Middle East and Northern Africa resulted in a broader nervousness surrounding economic and geopolitical stability of the region and a subsequent spike in the price of oil. That was quickly followed by a devastating earthquake, tsunami, and nuclear power crisis in Japan that took a tragic toll. However, 2011 will most likely be remembered for the intensification of the debt and credit issues in Europe. As the crisis unfolded, it became increasingly clear that Europe needed to redouble its efforts to align both monetary and fiscal stability, but potential solutions came at steep economic and political costs. Meanwhile, U.S. economic growth and employment remained weak, and strident political posturing damaged corporate and consumer confidence in a government-led solution, although some economic pickup occurred in the fourth quarter. Meanwhile, inflation in certain emerging markets ~~triggered monetary policy tightening measures that decelerated growth for a number of countries, including China.~~

Managers active in fixed income began the year generally agnostic towards Treasury securities, but it soon became an active area of trading. Managers initially lost money on short exposures to 30-year

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Treasuries and 10-year German bunds, but long exposures benefited in the second quarter as 10-year Treasury yields fell steadily from 3.47% to 3.18% as investors fled toward the safety of Treasury securities. Both USD and non-USD positions contributed to performance during the third quarter. While investors sought refuge from the uncertainty surrounding sovereign debt concerns and global monetary policy initiatives, long exposures to 5-year and 10-year Treasuries and 5-year and 10-year German bunds again contributed to performance through year-end, offset partly by losses from Eurodollar futures. While the start of the year was marked by USD-based positions, 2011 came to a close with non-USD positions as a more dominant theme in the portfolio.

Not dissimilar to other complexes, metals experienced volatility during the year. Precious metals rose during the first quarter as inflation-wary investors continued to see value in safe haven assets. Silver in particular benefited, increasing more than 30 percent, advancing both from its status as an alternative currency and as an industrial metal. Significant long gold exposures were also up early in the year despite a choppy March, responding in particular to the weakening U.S. dollar mid-quarter. Early in the second quarter, managers were positioned net long metals, with gold being one of the more active sectors as it reached record highs in late-April. However, choppy performance in May and declines in June challenged most managers, who responded by reducing net exposures significantly over the course of June, softening the impact of later price volatility. In the midst of ongoing U.S. economic concerns, and as investors sparked a flight-to-quality early in the third quarter, gold and silver traded higher for most of that period. This was accretive to performance as many managers entered the period with a long view on the complex. Metals detracted from performance late in the year, as managers burdened with net long positions in precious metals suffered losses as gold prices declined steadily during November and December.

The foreign exchange space experienced notable activity throughout the year amid macroeconomic concerns both domestically as well as abroad. Managers entered the start of the year predominantly short the U.S. dollar, a position largely maintained through mid-year. This exposure generally hurt performance in January, impacted by positive GDP reports and an increased demand for safe assets as social unrest unfurled in Egypt. These trades were generally beneficial through early in the second quarter, but caused losses as long exposure to the euro and Australian dollar traded down against the U.S. dollar. In the second half of the year, trading major currency pairs, such as the U.S. dollar versus the Japanese yen, were accretive early but gave back some of their gains in August. Though the start of the fourth quarter saw a brief rally in the euro, underlying managers had difficulty trading euro-based cross-currencies.

From a strategy perspective, the energy sector experienced volatility throughout the year. During the first quarter, increasing civil unrest in the Middle East and Africa fueled concerns of oil supply disruptions. Oil prices had already climbed in January as a result of a colder-than-expected winter in the Northern Hemisphere when dramatic political events in oil-producing countries erupted. These price movements were exacerbated in March following the events in Japan, in which the nuclear plant crisis was seen as a possible trigger for increased demand in fossil fuel consumption. During the second quarter, managers holding positions in West Texas Intermediate crude oil (WTI) and Brent crude oil saw the price spread between the two remain wide early in the quarter, driven by a glut of supply of WTI coming to the Cushing, Oklahoma facility (a major price settlement point for WTI) from Canada, and Middle Eastern stress driving up prices for Brent. In the third quarter, managers suffered losses stemming from WTI crude oil positions early in the quarter and suffered additional losses mid-quarter on positions in Brent crude. However, short positions in natural gas helped managers limit overall losses, as futures declined more than 10% at the close of September. In October, the portfolio was positioned net short crude and again experienced losses as crude futures recovered from $76 to $93/bbl over the course of the month. As the quarter came to a close, crude oil holdings continued to contribute losses, but with ample natural gas supply and persistently declining prices throughout the fourth quarter, short natural gas positions were additive.

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Equity strategies experienced gains early in the year, helped primarily by ongoing improvement in corporate fundamentals and a resurgence in shareholder-centered corporate activity, and the relative stability of the U.S. stock market even as a near-government shutdown dominated headlines domestically. However, long-based holdings declined in March as broader Japanese indices sold off substantially amidst the tragedy, and as concerns resurfaced around the long-term solvency of peripheral Europe. Equity holdings generally suffered during the second quarter. Long exposures to U.S. and European indices in May hurt performance, highlighted by a sharp intra-month Eurostoxx decline as investor confidence in Greece's ability to remain solvent rapidly eroded. The third quarter also proved difficult with sharp declines in equity prices during August and September, which created headwinds for managers positioned net long U.S. indices. The sector finished the year with mixed returns. Near year-end, broader trading gains neutralized losses from select positions within the NASDAQ 100, S&P 500 and the Taiwan Index.

Agricultural holdings had a strong start to the year, but tapered off heading into April. Wheat prices experienced a 29-month high in late January and spot prices for corn rose above the $6.50 mark for the first time since July 2008. However, prices for both grains fell off in March, hurting momentum-based trades. Sugar prices also peaked in January and dropped substantially throughout the quarter, prompted by expanded production internationally, particularly in Thailand and an earlier-than-expected harvest in Brazil. During the second quarter, foot-and-mouth disease ravaged livestock supply in Asia, which led to an increased demand for imports, but falling demand and indications of increasing U.S. supply in April ultimately led to losses for managers holding long positions. The month of May saw a violent whipsaw in the grain markets, as the USDA's Grain Stocks and Acreage report surprised the market with higher-than-expected supply numbers. Poor crop conditions persisted during the third quarter, prompting reduced estimated grain yields and a bearish crop report from the USDA at quarter-end, which lifted prices. This generated early third quarter losses for managers, but late period gains as exposures gradually shifted to the long side.

Performance Summary

2010

	Total Trading Profit (Loss)
Agriculture	$	3,616,443
Currencies		16,094,481
Energy		(8,303,357	)
Interest Rates		20,439,681
Metals		5,531,327
Stock Indices		(2,503,431	)
		34,875,144
Brokerage Commissions/ Clearing Costs		(2,678,247	)
	$	32,196,897

The Partnership posted a gain for the year. Interest rates, currencies, metals and agriculture sectors all contributed to gains while stock indices and energy were the two sectors that posted losses.

Trading in the interest rates sector generated the largest portion of gains for the year. The shift away from risky assets was a predominant theme for bond markets early in the year. In particular, underlying long exposures to Euribor and German bunds profited, perceived as a safer alternative to the more heavily-indebted economies in the Eurozone, chiefly Greece. Range-bound global rates and a lack of clear market direction created a difficult trading environment early in the year. U.S. Treasury trading was mixed throughout the period as rising longer-term yields reflected increased issuance and

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perceived improvements in the economy, while record-low short-term rates reflected the apparent intention of policy makers to remain accommodative. Increasingly risk-averse investor attitudes during the second quarter contributed to significant gains for underlying managers as investors continued to seek low-risk assets. Underlying long exposures to German bunds, U.S. Treasuries and Japanese government bonds were generally profitable throughout the period as bond yields in many developed countries declined, particularly on poor economic news in China and the U.S. However, bond prices in peripheral Europe fell as disappointing macroeconomic data reignited worries about sovereign debt in the region, despite the European Union's and IMF's announced €75 billion bail-out of Greece. The difference of investor risk perspectives was especially evident in July as certain investors moved away from safe havens into more cyclical assets, only to benefit from investor unease in August as U.S. securities richened and long-term yields dove to early-2009 levels. Managers were challenged toward the end of the year as changing economic data and government policy expectations made rates difficult to navigate. U.S. dollar positions were generally additive early on as quantitative easing initiatives supported the bearish move in U.S. yields, however this backfired for many managers later as yields rose, hurting those who were positioned for a rally in 2- to 10-year Treasuries. Possible drivers for this reversal included improving economic data, rising inflation expectations, crowded quantitative easing expectations and a potential extension of Bush-era tax cuts.

Trading in the currencies sector was the second most profitable sector. Leading the activity was underlying long U.S. dollar exposures versus a troubled euro and a sympathetic UK pound were largely additive during the early part of the year. In particular, continued concerns around Greece's sovereign debt crisis, and the Eurozone in general, influenced a general sell-off of the euro resulting in seven-month lows against the U.S. dollar. Additional performance gains were generally the result of underlying long exposures to the currencies of commodity-dominant Australia and Canada. During the second quarter, gains from select major currencies trades offset losses in emerging market and minor currency trading. In particular, concerns in Europe continued to drive the decreasing value of the euro to a four-year low against the U.S. dollar, ultimately aiding managers short the euro versus the rallying U.S. dollar. Meanwhile, the Swiss franc experienced a volatile quarter, as the Swiss National Bank sought to prevent significant currency appreciation against the euro, causing a decline in the currency in May, but later improving in June after further intervention was abandoned on improving economic data. Furthermore, long exposures to the Japanese yen profited as the currency spiked to a 15-year high in September before the Japanese monetary authorities intervened to stop the currency's gains. Short exposures to the U.S. dollar remained a predominant theme for managers, impacting performance as the dollar fluctuated during the fourth quarter. Brewing quantitative easing expectations and mixed economic signals contributed to an 8-month low for the dollar against the euro. However, the financial bailout of Ireland in November, coupled with improving economic and market sentiment in the U.S., triggered a flight-to-safety strengthening the U.S. dollar against the euro, creating performance gains for underlying positions in the USD versus EUR currency pair.

The metals sector also contributed towards gains for the Partnership. Early on, declines were driven by gold and copper exposures. Most notably, underlying short gold positions generally lost ground as historically low central bank sales and a rebounding market in India and China supported prices. Meanwhile, underlying long nickel exposures helped to partially mitigate losses as the industrial metal's prices reached 22-month highs in March, bolstered by the improving economic outlook. Platinum also contributed as anticipated demand from a global auto recovery augmented the metal's performance. Gold was a notable winner for the sector as investors increasingly favored it as a safe haven, with prices rising throughout the second quarter. Copper shorts also contributed as the metal sold off, falling as much as 12% in June before partially recovering. The metals sector experienced positive performance as flight-to-quality long precious metals exposures dominated trades during the second half of the year. Gold experienced its first monthly decline in seven months in July, only to bounce back the following month, breaking through a record $1,300/oz in September as risk-sensitive investors increasingly viewed the metal as a safe haven in the long-term. Silver also bolstered

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~~performance~~triggered ~~later~~monetary inpolicy ~~the~~tightening ~~year,~~measures ~~notably~~that indecelerated ~~September~~growth ~~when~~for ~~prices hit~~ a ~~30-year~~number ~~high.~~of ~~As investor sentiment took a turn for the positive~~countries, ~~non-ferrous~~including ~~base metals experienced gains as strong demand trends and ongoing supply constraints drove prices higher~~China. In particular, copper and aluminum bolstered performance late in the year. Underlying managers generally ended the year with reduced core positions in gold, which declined late, responding in part to moves in interest rates and the U.S. dollar.

~~Despite~~Trading ~~early~~Advisors ~~losses,~~active ~~agriculture~~in ~~based~~fixed ~~commodity~~income ~~trading~~began ~~proved~~the toyear ~~also~~generally beagnostic atowards ~~profitable~~Treasury ~~sector.~~securities, ~~Soybeans~~but ~~led~~it ~~losses~~soon ~~within~~became aan ~~rangebound~~active ~~trading~~area ~~environment~~of ~~for~~trading. ~~the~~Trading ~~crop,~~Advisors ~~and~~initially ~~wheat~~lost ~~hit a~~money ~~five-month~~on ~~low~~short inexposures ~~March due~~ to ~~light~~30-year ~~demand~~Treasuries and ~~higher~~10-~~than-expected~~year ~~global~~German ~~supply.~~bunds, ~~Corn~~but ~~and~~long ~~wheat~~ exposures ~~proved~~benefited ~~difficult for short-biased managers when prices rose early~~ in the second quarter onas ~~speculation~~10-year ofTreasury ~~adverse~~yields ~~weather~~fell ~~during~~steadily ~~the~~from ~~growing season~~3.47% ~~After~~to ~~reports~~3.18% ofas ~~expanded~~investors fled ~~planting~~toward ~~and inventory relaxed prices somewhat,~~ the ~~grains~~safety ~~finished~~of onTreasury ~~an uptick, again generating losses~~securities. ~~Underlying~~Both ~~managers~~USD inand ~~aggregate~~non-USD ~~began~~positions contributed to ~~successfully~~performance ~~navigate swings in the sector~~ during the third quarter. ~~Wheat~~While ~~dominated~~investors ~~activity~~sought ~~early~~refuge infrom the ~~period,~~uncertainty ~~as prices~~surrounding ~~improved~~sovereign ~~nearly~~debt ~~twofold~~concerns inand ~~July~~global onmonetary ~~news~~policy ofinitiatives, ~~suspended~~long ~~grain~~exposures ~~shipments in Russia due~~ to a5-year ~~severe~~and ~~draught.~~10-year ~~The~~Treasuries ~~crop~~and ~~then~~5-year ~~launched~~and ~~into~~10-year aGerman ~~period~~bunds ofagain ~~heightened~~contributed ~~volatility~~to ~~that~~performance ~~culminated~~through ~~in the steepest three~~year-~~day~~end, offset ~~decline~~partly inby ~~nearly~~losses ~~two~~from ~~years~~Eurodollar ~~as investors speculated that importers would cut purchase prices~~futures. ~~Grain~~While ~~prices~~the ~~markedly~~start ~~dropped~~of inthe ~~November~~year onwas ~~news~~marked ~~that~~by ~~China~~USD-based ~~might step up its fight over inflationary pressures~~positions, ~~driving~~2011 ~~down~~came ~~demand expectations. Meanwhile, soybean prices rallied towards year end, surging~~ to ~~their~~a ~~highest~~close ~~levels~~with ~~since~~non-USD ~~August~~positions ~~2008~~ as ~~analysts~~a ~~projected stronger-than-expected~~more ~~declines~~dominant theme in ~~stockpiles~~the ~~due to rising first-half exports resulting from outsized demand from China~~portfolio.

~~Trading~~Not indissimilar ~~stock~~to ~~indices~~other ~~detracted from performance~~complexes, asmetals ~~traders~~experienced ~~struggled~~volatility ~~early~~during in the year. asPrecious ~~European~~metals ~~fiscal~~rose ~~concerns~~during ~~drove~~the ~~investors~~first toquarter ~~sell~~as ~~risky~~inflation-wary ~~assets.~~investors ~~Following~~continued ~~these long-side~~to ~~losses,~~see ~~including~~value ~~notable~~in ~~declines~~safe haven inassets. ~~the~~Silver ~~Dow~~in ~~Jones~~particular ~~Eurostoxx~~benefited, ~~and~~increasing ~~Hang~~more ~~Seng~~than ~~indices~~30 percent, ~~many~~advancing ~~underlying managers~~both ~~ultimately~~from ~~reduced~~its ~~net~~status ~~long~~as ~~exposure~~an ~~through~~alternative ~~stop-loss~~currency ~~levels~~ and aas ~~reduction~~an inindustrial ~~signal strength~~metal. ~~This~~Significant ~~led~~long ~~to further negative underlying manager results when markets strongly~~gold ~~rebounded~~exposures ~~later~~were asalso ~~investors~~up ~~looked~~early ~~favorably~~in ~~on indications that~~ the EUyear ~~would~~despite ~~support~~a ~~Greece.~~choppy ~~Additionally~~March, ~~economic~~responding ~~data~~in ~~releases~~particular ~~appeared~~ to ~~support investor optimism that~~ the ~~economy~~weakening ~~was on a recovery path, benefiting underlying long~~ U.S. ~~and~~dollar ~~Japanese exposures particularly~~mid-quarter. ~~Continued~~Early ~~concerns~~in ~~over~~ the ~~European~~second ~~sovereign~~quarter, ~~debt~~Trading ~~crisis~~Advisors ~~and~~were ~~Chinese~~positioned ~~policy tightening overshadowed positive~~net ~~developments~~long ~~in corporate profitability and rising economic growth forecasts. Furthermore~~metals, ~~the~~with ~~May 6th "flash~~gold ~~crash"~~being ~~sell-off,~~one ~~and~~of the ~~May 10th recovery~~more ~~spike resulting~~active ~~from~~sectors ~~the~~as ~~announcement~~it ofreached ~~the~~record ~~European~~highs ~~Union's~~in ~~and IMF's planned €75 billion bail~~late-~~out~~April. ofHowever, ~~Greece~~choppy ~~contributed~~performance toin aMay ~~more~~and ~~than~~declines ~~20-point surge~~ in ~~the VIX~~June ~~during~~challenged ~~the~~most ~~month.~~Trading ~~Increasing~~Advisors, ~~clarity~~who responded onby areducing ~~number~~net ofexposures ~~sovereign~~significantly ~~fiscal~~over ~~issues, including U.S. financial reform,~~ the ~~European~~course ~~Union's financial status and evidence~~ of ~~success~~June, insoftening the ~~managed deceleration~~impact of ~~China's~~later ~~economy,~~price ~~drove~~volatility. aIn ~~rally at~~ the ~~end~~midst of ~~July.~~ongoing ~~However, downward revisions to~~ U.S. ~~GDP~~economic concerns, ~~persistent~~and ~~unemployment~~as ~~and~~investors ~~unrelenting~~sparked ~~weakness~~a flight-to-quality early in the ~~housing~~third ~~market~~quarter, ~~led~~gold toand asilver ~~market reversal~~traded inhigher ~~August, leading to losses~~ for most ~~major~~of ~~indices~~that ~~and~~period. ~~peaking~~This ~~correlation~~was ~~for~~accretive ~~S&P~~to ~~constituents.~~performance ~~Following~~as ~~the~~many ~~European~~Trading ~~Union's~~Advisors ~~approval~~entered inthe ~~November~~period ofwith a ~~support~~long ~~package~~view ~~for Ireland,~~on ~~mitigating~~the ~~concerns~~complex. ~~and~~Metals ~~stabilizing~~detracted ~~investor~~from ~~sentiment,~~performance alate ~~broad-based~~in ~~surge~~the inyear, ~~global~~as ~~markets~~Trading ~~generated~~Advisors ~~strong~~burdened ~~gains~~with ~~for~~net ~~underlying~~long ~~funds.~~positions ~~However,~~in ~~this~~precious ~~was~~metals ~~not~~suffered ~~enough~~losses toas ~~offset~~gold ~~previous~~prices ~~losses~~declined insteadily ~~the~~during ~~year~~November and December.

The ~~energy~~foreign ~~sector~~exchange ~~was~~space ~~the~~experienced ~~worst~~notable ~~performing~~activity ~~sector~~throughout ~~for~~ the ~~Partnership.~~year Aamid ~~commodity~~macroeconomic ~~sell-off~~concerns inboth ~~crude~~domestically ~~oil~~as ~~and~~well ~~low~~as ~~volatility~~abroad. inTrading ~~natural~~Advisors ~~gas~~entered ~~prices~~the ~~created~~start aof ~~difficult~~the year ~~start~~predominantly to short the ~~year~~U.S. dollar, ~~leading~~a ~~many~~position tolargely ~~short~~maintained ~~the~~through ~~sector~~mid-year. ~~However,~~This ~~sharp~~exposure ~~reversals~~generally inhurt ~~crude~~performance ~~oil~~in ~~prices~~January, ~~frustrated~~impacted aby ~~number~~positive ofGDP ~~underlying~~reports ~~managers.~~and ~~Oil~~an ~~prices~~increased ~~and~~demand for ~~investor~~safe ~~sentiment~~assets ~~were~~as onsocial ~~the~~unrest ~~rise~~unfurled in ~~April,~~Egypt. ~~but~~These ~~a sharp~~trades ~~reversal~~were ~~occurred~~generally beneficial through early in ~~May~~the ~~upon~~second ~~concerns~~quarter, ofbut ~~curbed~~caused ~~demand~~losses ~~and~~as ~~growing~~long ~~stockpiles~~exposure into the ~~Eurozone~~euro and ~~China,~~Australian dollar traded down against the ~~world's~~U.S. ~~second~~dollar. ~~largest~~In ~~consumer~~the second half of ~~oil.~~the ~~Crude~~year, ~~oil~~trading ~~rallied~~major incurrency ~~June~~pairs, such as the U.S. dollar ~~weakened,~~ ~~and~~versus ~~natural~~the ~~gas~~Japanese ~~prices~~yen, ~~gained~~were ~~ground~~accretive onearly ~~positive~~but ~~inventory~~gave ~~data,~~back ~~however~~some ~~managers~~of ~~added~~their gains toin ~~energy~~August. ~~shorts~~Though ~~following~~the ~~May's~~start ~~declines,~~of ~~hurting~~the ~~overall~~fourth ~~performance.~~quarter ~~Following~~saw ~~losses~~a brief rally in ~~July~~the euro, ~~underlying~~ ~~managers~~Trading ~~generally~~Advisors had difficulty trading euro-based cross-currencies.

From a strategy perspective, the energy sector experienced volatility throughout the year. During the first quarter, increasing civil unrest in the Middle East and Africa fueled concerns of oil supply disruptions. Oil prices had already climbed in January as a result of a colder-than-expected winter in the Northern Hemisphere when dramatic political events in oil-producing countries erupted. These price movements were exacerbated in March following the events in Japan, in which the nuclear plant crisis was seen as a possible trigger for increased demand in fossil fuel consumption. During the second quarter, Trading Advisors holding positions in West Texas Intermediate crude oil (WTI) and Brent crude oil saw the price spread between the two remain wide early in the quarter, driven by a glut of supply of WTI coming to the Cushing, Oklahoma facility (a major price settlement point for WTI) from Canada, and Middle Eastern stress driving up prices for Brent. In the third quarter, Trading Advisors suffered losses stemming from WTI crude oil positions early in the quarter and suffered additional losses mid-quarter on positions in Brent crude. However, short positions in natural gas helped Trading Advisors limit overall losses, as futures declined more than 10% at the close of

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~~repositioned~~September. byIn ~~adding energy shorts~~October, ~~which~~the ~~subsequently~~portfolio ~~profited~~was ~~from~~positioned ~~further~~net ~~price~~short ~~declines~~crude inand ~~August.~~again ~~However, many managers~~ experienced ~~significant~~ losses as crude ~~oil~~futures ~~rallied~~recovered ~~nearly~~from 7%$76 ~~due~~ to ~~an improving~~$93/bbl ~~global~~over ~~growth~~the ~~outlook~~course ~~and~~of ~~faltering~~the Umonth.S. ~~dollar.~~As ~~Gasoil, heating oil and natural gas trading further contributed to losses for~~ the ~~asset~~quarter ~~class.~~came ~~Energy trading continued~~ to ~~challenge managers~~a ~~toward~~close, ~~year end as rallies in~~ crude oil ~~and~~holdings ~~heating~~continued ~~oil were undermined by underlying managers' short exposures~~ to ~~the~~contribute ~~commodities. In particular~~losses, ~~oil~~but ~~demand~~with inample ~~China~~natural ~~surged~~gas ~~26%~~supply ~~in November to a record high of 9.3 million barrels per day as refineries increased processing rates to ease a diesel shortage. By December, underlying managers modified positioning~~ and ~~profited~~persistently ~~from~~declining ~~rising crude oil~~ prices, ~~which~~throughout ~~hit~~the ~~two-year~~fourth ~~highs~~quarter, ~~rising~~short tonatural ~~over $91 per barrel. Furthermore, refined oils experienced a strong finish to the year, led by rising~~ gas ~~oil~~positions ~~prices,~~were ~~as cold temperatures boosted demand and decreased inventories~~additive.

Equity strategies experienced gains early in the year, helped primarily by ongoing improvement in corporate fundamentals and a resurgence in shareholder-centered corporate activity, and the relative stability of the U.S. stock market even as a near-government shutdown dominated headlines domestically. However, long-based holdings declined in March as broader Japanese indices sold off substantially amidst the tragedy, and as concerns resurfaced around the long-term solvency of peripheral Europe. Equity holdings generally suffered during the second quarter. Long exposures to U.S. and European indices in May hurt performance, highlighted by a sharp intra-month Eurostoxx decline as investor confidence in Greece's ability to remain solvent rapidly eroded. The third quarter also proved difficult with sharp declines in equity prices during August and September, which created headwinds for Trading Advisors positioned net long U.S. indices. The sector finished the year with mixed returns. Near year-end, broader trading gains neutralized losses from select positions within the NASDAQ 100, S&P 500 and the Taiwan Index.

Agricultural holdings had a strong start to the year, but tapered off heading into April. Wheat prices experienced a 29-month high in late January and spot prices for corn rose above the $6.50 mark for the first time since July 2008. However, prices for both grains fell off in March, hurting momentum-based trades. Sugar prices also peaked in January and dropped substantially throughout the quarter, prompted by expanded production internationally, particularly in Thailand and an earlier-than-expected harvest in Brazil. During the second quarter, foot-and-mouth disease ravaged livestock supply in Asia, which led to an increased demand for imports, but falling demand and indications of increasing U.S. supply in April ultimately led to losses for Trading Advisors holding long positions. The month of May saw a violent whipsaw in the grain markets, as the USDA's Grain Stocks and Acreage report surprised the market with higher-than-expected supply numbers. Poor crop conditions persisted during the third quarter, prompting reduced estimated grain yields and a bearish crop report from the USDA at quarter-end, which lifted prices. This generated early third quarter losses for Trading Advisors, but late period gains as exposures gradually shifted to the long side.

Variables Affecting Performance

The principal variable, which determines the net performance of the Partnership, is gross profitability.

During most 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 component of the Partnership's profitability. In addition, low interest rates are frequently associated with reduced fixed income market volatility, and in static markets the Partnership'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 Partnership may be reduced as compared to high yielding and much lower risk fixed income investments.

Prior to September 1, 2007 the Partnership's brokerage commissions and administrative fees were a constant percentage of the Partnership's assets allocated to trading. The only Partnership costs (other than currency trading costs) which were not based on a percentage of the Partnership's assets (allocated to trading or total) were the Profit Shares payable to the Trading Advisors on a Trading Advisor-by-Trading Advisor basis. Effective September 1, 2007, the Partnership revised its expense structure and the Partnership began paying its own operating expenses. Gross profitability is in turn affected by the percentage of the Partnership'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 Trading Advisors (so that the total Profit Shares paid to those Trading Advisors which have traded profitably are a high percentage, or perhaps even in excess, of the total profits recognized, as other Trading Advisors have incurred offsetting losses, reducing overall trading gains but not the Profit Shares paid to the successful Trading Advisors) suggesting the likelihood of generally trendless, non-consensus markets. Profit Shares will vary based upon profitability of the individual Trading Advisors.

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Shares are a high percentage of net trading gains, it is likely that there has been substantial performance non-correlation among the Trading Advisors (so that the total Profit Shares paid to those Trading Advisors which have traded profitably are a high percentage, or perhaps even in excess, of the total profits recognized, as other Trading Advisors have incurred offsetting losses, reducing overall trading gains but not the Profit Shares paid to the successful Trading Advisors) suggesting the likelihood of generally trendless, non-consensus markets. Profit Shares will vary based upon profitability of the individual Trading Advisors.

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

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

Performance Summary—Factors Affecting Interest Income and Expenses

Cash held in accounts at the Clearing Brokers and The Bank of New York Mellon earns interest on all such assets which are not used for trading. For the periods presented subsequent to May 1, 2011, all dollar amounts for interest income and expenses exclude those indirectly related to the Partnership' investments in Non-Consolidated LLCs. However, each Non-Consolidated LLC has similar interest and expense arrangements as the Partnership overall. The continued lower level of interest rates in 2013 in the U.S. negatively impacted interest income revenues. The Partnership estimates that approximately 88% of its assets are earning interest. For the year ended December 31, 2013, the Partnership earned $67,172 in interest income, or approximately 0.03% of the Partnership's average month-end net assets. For the year ended December 31, 2012, the Partnership earned $219,591 in interest income, or approximately 0.06% of the Partnership's average month-end net assets. The average interest rates for the year ended December 31, 2013 was 0.04%. The average interest rates for the year ended December 31, 2012 was 0.09%.

53 The overall expenses of the Partnership (excluding Profit Shares) generally vary with changes in net assets. As such, expenses that vary with net assets are lower as of December 31, 2013 when compared to the year ending December 31, 2012. For the year ended December 31, 2013, Distribution, Trading Advisors' management fees and Sponsor fees decreased approximately 38%, when compared to the year ended December 31, 2012. Profit Shares decreased for the year ending December 31, 2013, when compared to the year ending December 31, 2012 primarily due to the Partnership's lower profitability and also less profitable Trading Advisors.

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expense arrangements as the Partnership overall. The decreased level of interest rates in 2012 in the U.S. negatively impacted interest income revenues. The Partnership estimates that approximately 89% of its assets are earning interest. For the year ended December 31, 2012, the Partnership earned $219,591 in interest income, or approximately 0.06% of the Partnership's average month-end net assets. For the year ended December 31, 2011, the Partnership earned $269,659 in interest income, or approximately 0.07% of the Partnership's average month-end net assets. The average interest rates for the year ended December 31, 2012 was 0.09%. The average interest rates for the year ended December 31, 2011 was 0.07%.

The overall expenses of the Partnership (excluding Profit Shares) generally vary with changes in net assets. As such, expenses that vary with net assets are lower as of December 31, 2012 when compared to the year ending December 31, 2011. For the year ended December 31, 2012, Distribution, Trading Advisors' management fees and Sponsor fees decreased approximately 40%, when compared to the year ended December 31, 2011. Profit Shares decreased for the year ending December 31, 2012, when compared to the year ending December 31, 2011 primarily due to the Partnership's lower profitability and also less profitable Trading Advisors.

The distribution fee is paid to the General Partner, who will then pay the distribution fee to the third-party selling agents, if any. Such selling agents in turn may use cash funds to compensate financial advisors and/or to cover the costs of supporting client accounts within the third party organization. If there are no payments to third-party selling agents with respect to a particular investor, the distribution fee will be returned by the General Partner or paid to an affiliate. Management fees are paid to the Trading Advisors. Sponsor fees are paid to the General Partner.

Liquidity; Capital Resources

The Partnership may borrow 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 Partnership's U.S. dollar deposits. Any borrowings would be at a prevailing short-term rate in the relevant currency. There have been no borrowings to date.

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A significant portion of the Partnership's assets are currently held in cash. The Net Asset Value of the Partnership's cash is not affected by inflation. However, changes in interest rates could cause periods of strong up or down price trends. Inflation in commodity prices could also generate price movements.

With respect to assets allocated primarily to managed accounts rather than Portfolio Funds, except in unusual circumstances, the Partnership should be able to close out of its open trading positions and liquidate its securities holdings quickly and at market prices. This should permit a Trading Advisor to seek to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so. In addition, because there generally is a readily available market value for the Partnership's positions and assets not allocated to Portfolio Funds, payment of redemption proceeds from the Partnership will generally be made approximately ten days following the Redemption Date, although there can be no assurance as to the timing of such payments.

Although the Partnership has not done so to date, the Partnership may allocate assets to Portfolio Funds which typically are subject to redemption restrictions which may include advance written notice for redemptions, monthly or quarterly redemptions and such Portfolio Fund's ability to limit or suspend redemptions. Certain Trading Advisors accounts may also require advance notice to liquidate positions. In those instances in which such notice is required by a Trading Advisor, the notice period does not exceed 90 days.

Most U.S. exchanges (but generally not foreign exchanges, or banks or broker-dealer firms in the case of foreign currency forward contracts) limit by regulation the amount of fluctuation limits. The daily limits establish the maximum amount the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the trading session. Once the "daily limit" has been reached in a particular commodity, no trades may be made at a price beyond the limit. Positions in the commodity can then be taken or liquidated only if traders are willing to effect trades at or within the limit during the period for trading on such day. Because the "daily limit" rule only governs price movement for a particular trading day, it does not limit losses. The rule may, in fact, substantially increase losses because it may prevent the liquidation of unfavorable positions. Futures prices have occasionally moved the daily limit for several consecutive trading days, and thereby prevented prompt liquidation of futures positions on one side of the market, subjecting those futures traders involved to substantial losses.

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daily limits establish the maximum amount the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the trading session. Once the "daily limit" has been reached in a particular commodity, no trades may be made at a price beyond the limit. Positions in the commodity can then be taken or liquidated only if traders are willing to effect trades at or within the limit during the period for trading on such day. Because the "daily limit" rule only governs price movement for a particular trading day, it does not limit losses. The rule may, in fact, substantially increase losses because it may prevent the liquidation of unfavorable positions. Futures prices have occasionally moved the daily limit for several consecutive trading days, and thereby prevented prompt liquidation of futures positions on one side of the market, subjecting those futures traders involved to substantial losses.

Liquidity will be of concern to the Partnership primarily in that the futures markets in which the Trading Advisors take positions may have periods in which illiquidity makes it impossible or economically undesirable to execute trades which its respective trading strategy would otherwise suggest. Other than in respect of the functioning of the markets in which it trades, liquidity will be of little relevance.

The Partnership has not made any investments in Portfolio Funds to date so it has not had to raise funds from Portfolio Funds. Instead, the Partnership pays its redemptions with the cash held in its various operating accounts. Due to the nature of its futures trading, the Partnership has significant amounts of cash available to it. When it needs to fund redemptions, the General Partner anticipates that it will adjust the net assets allocated to the Partnership's various Trading Advisors as appropriate based upon its asset allocation process. The individual Trading Advisors decide which trading positions to liquidate in the accounts they manage, when necessary. To date the Partnership has been able to satisfy all of its redemption requests in a timely manner, although no assurances can be given that it will be able to do so in the future.

There were no material commitments for capital expenditures as of December 31, ~~2012~~2013, the end of the most recent reporting period.

Contractual Obligations, Commitments and Contingencies

The Partnership has no applicable disclosure under this Item 7 regarding off-balance sheet arrangements and tabular disclosure of contractual obligations pursuant to Regulation S-K, Item 303(a)(4) and 303(a)(5), respectively, as the Partnership does not have any off balance sheet commitments that are likely to have a significant impact on its financial position or contractual obligations long term in nature. The Partnership does not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnership's sole business is trading futures, forward and option contracts, both long and short. The Partnership may also engage in trading derivatives. The Partnership's financial statements present the Condensed Consolidated Schedules of Investments setting forth net unrealized profit (loss) / market value of the Partnership's open futures, forward and option contracts at December 31, 2012. The Partnership does not engage in off-balance sheet arrangements with other entities and has not utilized, nor does it expect to utilize in the future, special purpose vehicles to facilitate off-balance-sheet financing arrangements and has no loan guarantee arrangements.

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Off-Balance Sheet Arrangements, Contractual Obligations, Commitments and Contingencies

Item 7A: Quantitative and Qualitative Disclosures about Market Risk

Introduction

Past Performance Not Necessarily Indicative of Future Results

The Partnership is a speculative commodity pool. Unlike an operating company, the risk of market sensitive instruments traded by it is integral, not incidental, to the Partnership's main line of business.

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

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

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

Materiality, as used in this section "Quantitative and Qualitative Disclosures About Market Risk," is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Partnership's market sensitive instruments.

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Quantifying the Partnership's Trading Value at Risk

Quantitative Forward-Looking Statements

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

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

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

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establishing margin levels. Maintenance margin levels are established by dealers and exchanges using historical price studies, as well as an assessment of current market volatility and economic fundamentals, to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

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

The fair value of the Partnership's futures and forward positions does not have any optionality component. However, certain of the Trading Advisors trade commodity options. The Value at Risk associated with options is reflected in the following table as the margin requirement attributable to the instrument underlying each option.

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

The Partnership's Trading Value at Risk in Different Market Sectors

The measurement of the Partnership's Trading Value at Risk is based upon the margin requirements imposed upon the Partnership for the positions it maintains across the various market sectors it invests in, which are calculated for each of its clearing accounts. The Partnership's margin requirements are then allocated across the various market sectors disclosed in the table based upon the relative size of the positions held in each sector. The Partnership's disclosure does not attempt to reduce this exposure based upon any assumptions on the correlation of positions held across the different clearing accounts to each other. The following table indicates the average, highest and lowest trading Value at Risk associated with the Partnership's open positions by market category for the fiscal years 2013, 2012 and 2011. During the fiscal year 2013 and 2012, the Partnership's average capitalization, excluding the Partnership's investments in the Non-Consolidated LLCs was $~~209~~129,~~589~~672,~~658.~~862 ~~During the fiscal year 2011 and 2010, the Partnership's average net assets were $391,184,526 and $333,087,033, respectively.~~

Fiscal Year 2012

Market Sector	Average Value at Risk				Highest Value At Risk		Lowest Value At Risk
Agriculture	$	132,159	0.06	%	$	242,001	$	25,771
Currencies		2,444,220	1.17	%		3,879,866		1,121,989
Energy		179,201	0.08	%		503,198		6,362
Interest Rates		16,376,083	7.81	%		18,636,797		13,031,234
Metals		144,907	0.07	%		340,467		15,683
Stock Indices		892,656	0.43	%		1,660,028		271,099
TOTAL	$	20,169,226	9.62	%	$	25,262,357	$	14,472,138

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and $209,589,658, respectively. During the fiscal year 2011, the Partnership's average net assets was $391,184,526.

Fiscal Year 2013

Market Sector	Average Value at Risk				Highest Value At Risk		Lowest Value At Risk

Agriculture	$	126,708	0.10	%	$	316,294	$	1,818
Currencies		2,418,207	1.86	%		4,644,911		1,187,094
Energy		139,343	0.11	%		329,010		8,084
Interest Rates		11,501,072	8.87	%		15,677,879		7,611,477
Metals		82,926	0.06	%		162,562		15,313
Stock Indices		920,777	0.71	%		1,915,134		491,592


TOTAL	$	15,189,033	11.71	%	$	23,045,790	$	9,315,378

Fiscal Year 2012

Market Sector	Average Value at Risk				Highest Value At Risk		Lowest Value At Risk

Agriculture	$	132,159	0.06	%	$	242,001	$	25,771
Currencies		2,444,220	1.17	%		3,879,866		1,121,989
Energy		179,201	0.08	%		503,198		6,362
Interest Rates		16,376,083	7.81	%		18,636,797		13,031,234
Metals		144,907	0.07	%		340,467		15,683
Stock Indices		892,656	0.43	%		1,660,028		271,099


TOTAL	$	20,169,226	9.62	%	$	25,262,357	$	14,472,138

Fiscal Year 2011

Market Sector	Average Value at Risk				Highest Value At Risk		Lowest Value At Risk
Agriculture	$	575,010	0.15	%	$	1,807,484	$	2,373
Currencies		8,164,447	2.09	%		17,343,450		2,967,706
Energy		437,530	0.11	%		1,416,199		4,658
Interest Rates		18,169,081	4.64	%		24,865,187		9,498,555
Metals		493,207	0.13	%		1,557,649		31,481
Stock Indices		1,144,008	0.29	%		3,537,936		33,990

TOTAL	$	28,983,283	7.41	%	$	50,527,905	$	12,538,763

Fiscal Year 2010

Market Sector	Average Value at Risk				Highest Value At Risk		Lowest Value At Risk
Agriculture	$	456,032	0.14	%	$	1,266,795	$	29,022
Currencies		6,068,562	1.82	%		9,492,705		3,436,968
Energy		381,152	0.12	%		865,827		84,829
Interest Rates		15,922,922	4.78	%		26,554,020		8,096,074
Metals		473,974	0.14	%		832,044		49,564
Stock Indices		1,264,308	0.38	%		2,897,474		17,393
TOTAL	$	24,566,950	7.38	%	$	41,908,865	$	11,713,850

Average, Highest and Lowest Value at Risk amounts relate to the average, highest and lowest month-end amounts for each month-end during the period. The Percentage of Average Capitalization is the average of the Partnership's capitalization at the end of each calendar month during the period.

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

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

Non-Trading Risk

Foreign Currency Balances;Cash on Deposit with MLPF&S, Newedge USA, JPMS ,MS&Co.,UBS Securities, State Street and The Bank of New York Mellon.

The Partnership has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are generally immaterial. The Partnership controls the non-trading exchange rate risk of its foreign currency balances by regularly converting its foreign currency balances back to U.S. dollars on a periodic basis.

The Partnership also has non-trading market risk on the approximately 90%-95% of its assets which are held in cash at MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, State Street or The Bank of New York Mellon. The value of this cash is not interest rate sensitive, but there is cash

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~~flow~~unusual, ~~risk~~but inhistorically ~~that~~recurring iffrom ~~interest~~time ~~rates~~to ~~decline~~time, socould ~~will~~cause the ~~cash~~Partnership ~~flow~~to ~~generated~~incur onsevere ~~these~~losses ~~monies~~over a short period of time. ~~This~~The ~~cash~~foregoing ~~flow~~Value ~~risk~~at isRisk ~~generally~~table ~~insignificant~~as well as the past performance of the Partnership give no indication of this "risk of ruin".

Non-Trading Risk

Foreign Currency Balances;Cash on Deposit with MLPF&S, Newedge USA, JPMS ,MS&Co.,UBS Securities, Barclays, HSBC, State Street and The Bank of New York Mellon.

The Partnership also has non-trading market risk on the approximately 90%-95% of its assets which are held in cash at MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC, State Street or The Bank of New York Mellon. The value of this cash is not interest rate sensitive, but there is cash flow risk in that if interest rates decline so will the cash flow generated on these monies. This cash flow risk is generally insignificant.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

The following were the primary trading risk exposures of the Partnership as of December 31, ~~2012~~2013, by market sector:

Interest Rates

Interest rate risk is the principal market exposure of the Partnership. Interest rate movements directly affect the price of futures and forward sovereign futures and forward bond positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries can be expected to materially impact the Partnership's profitability. The Partnership's primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries. However, the Partnership also takes positions based upon or indexed to the government debt of smaller nations e.g., New Zealand and Australia. BRIM anticipates that G-7 interest rates will remain the primary market exposure of the Partnership for the foreseeable future.

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Currencies

The Partnership trades in a large number of currencies, and exchange rate risk is a significant market exposure of the Partnership. The Partnership's major exposures have typically been to pricing relationships between the U.S. dollar/Japanese yen, U.S. dollar/Euro and U.S. dollar/British pound positions as well as U.S. dollar/Canadian dollar, U.S. dollar/Australian dollar and U.S. dollar/Swiss franc. BRIM does not anticipate that the risk profile of the Partnership's currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk of maintaining Value at Risk in a functional currency other than U.S. dollars.

Stock Indices

The Partnership has significant equity exposure to G-7 equity index price movements, although as of December 31, ~~2012~~ 2013, the Partnership's primary exposures were in the stock indices from Southeast Asian countries. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major G-7 and Asian indices.

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Metals

The Partnership's primary metals market exposure is to fluctuations in the price of gold and silver. Although certain of the Trading Advisors trade base metals such as aluminum, nickel, copper and tin, the principal market exposures of the Partnership have consistently been in the precious metals. BRIM anticipates that gold will remain the primary metal market exposure for the Partnership.

Agriculture Commodities

The Partnership's primary agricultural commodities exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions. Soybeans, grains, livestock and sugar accounted for the substantial bulk of the Partnership's commodity exposure as of December 31, ~~2012~~2013. In the past, the Partnership has had material market exposure to orange juice and cotton and may do so again in the future. However, BRIM anticipates that the Trading Advisors will maintain an emphasis on soybeans, grains and sugar, in which the Partnership has historically taken its largest positions.

Energy

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

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the non-trading risk exposures of the Partnership as of December 31, ~~2012~~2013.

Foreign Currency Balances

The Partnership's primary foreign currency balances are in Japanese yen, British pounds and Euros. The Partnership has minimal exchange rate exposure on these balances.

U.S. Dollar Balances

The Partnership holds its U.S. dollars in cash at MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC, State Street and The Bank of New York Mellon. The Partnership has immaterial cash flow and interest-rate risk on its cash on deposit with MLPF&S, or Newedge USA, JPMS, ~~MS&Co., UBS Securities, State Street in that declining interest rates would cause the income from such cash to decline.~~

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MS&Co., UBS Securities, Barclays, HSBC, State Street in that declining interest rates would cause the income from such cash to decline.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

Trading Risk

BRIM has procedures in place intended to control market risk exposure, although there can be no assurance that it will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of the Trading Advisors, calculating the net asset value of the Partnership as of the close of business on each day and reviewing outstanding positions, or reallocating Partnership assets among Trading Advisors (although typically only as of the end of a month) for over-concentrations. BRIM's basic risk control procedures consist simply of the ongoing process of Trading Advisor monitoring, with the market risk controls being applied by the Trading Advisors themselves.

At the Trading Advisor level, each Trading Advisor applies its own risk management policies to its trading. These policies generally limit the total exposure that may be taken per "risk unit" of assets under management. In addition, many Trading Advisors follow diversification guidelines (often formulated in terms of the maximum margin, which they will commit to positions in any one contract or group of related contracts), as well as imposing "stop-loss" points at which open positions must be closed out. Occasionally, Trading Advisors will limit the market exposure of their Partnership account through acquiring put or call options which "collar" the risk of open positions. However, because of the typically high degree of liquidity in the markets traded by the Partnership and the expense of acquiring options, most Trading Advisors rely simply on stop-loss policies, requiring the liquidation of positions once losses of a certain magnitude have been incurred.

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formulated in terms of the maximum margin, which they will commit to positions in any one contract or group of related contracts), as well as imposing "stop-loss" points at which open positions must be closed out. Occasionally, Trading Advisors will limit the market exposure of their Partnership account through acquiring put or call options which "collar" the risk of open positions. However, because of the typically high degree of liquidity in the markets traded by the Partnership and the expense of acquiring options, most Trading Advisors rely simply on stop-loss policies, requiring the liquidation of positions once losses of a certain magnitude have been incurred.

Certain Trading Advisors treat their risk control policies as strict rules; others only as general guidelines for controlling risk.

Non-Trading Risk

The Partnership controls the non-trading exchange-rate risk of its foreign currency balances by regularly converting these balances back into U.S. dollars on a periodic basis.

The Partnership has cash flow interest rate risk on its cash on deposit with MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC and State Street in that declining interest rates would cause the income from such cash to decline. However, a certain amount of cash or cash equivalents must be held by the Partnership in order to facilitate margin payments and pay expenses ~~and~~ and redemptions. BRIM does not take any steps to limit the cash flow risk on its cash held on deposit at MLPF&S, Newedge USA, JPMS, MS&Co., UBS Securities, Barclays, HSBC, State Street and The Bank of New York Mellon.

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Item 8: Consolidated Financial Statements and Supplementary Data

Consolidated financial statements required by this item, including the report of independent registered public accounting firm, Deloitte & Touche LLP, for the fiscal years ended December 31, ~~2012~~2013, ~~2011~~2012 and ~~2010~~2011, are included as Exhibit 13.01 to this report.

The following summarized quarterly financial information presents the results of operations for the three month periods ended March 31, June 30, September 30 and December 31, ~~2012~~2013 and ~~2011~~2012. This information has not been audited.

	Fourth Quarter 2012			Third Quarter 2012			Second Quarter 2012			First Quarter 2012			Fourth Quarter 2011			Third Quarter 2011		Second Quarter 2011			First Quarter 2011
Total Income (Loss)	$	(7,799,988	)	$	(72,203	)	$	3,468,940		$	(12,459,199	)	$	(10,722,244	)	$	24,118,325	$	(7,474,584	)	$	(61,425	)
Total Expenses		3,122,931			3,323,973			3,698,383			3,823,483			3,278,388			7,426,022		6,077,381			6,270,671
Net Income (Loss)	$	(10,922,919	)	$	(3,396,176	)	$	(229,443	)	$	(16,282,682	)	$	(14,000,632	)	$	16,692,303	$	(13,551,965	)	$	(6,332,096	)
Net Income (Loss) per Series A Unit	$	(0.0370	)	$	(0.0104	)	$	(0.0009	)	$	(0.0432	)	$	(0.0369	)	$	0.0454	$	(0.0378	)	$	(0.0181	)
Net Income (Loss) per Series F Unit	$	(8.80	)	$	(2.79	)	$	0.13		$	(10.34	)	$	(9.52	)	$	11.41	$	(8.90	)	$	(4.31	)
Net Income (Loss) per Series G Unit	$	(0.0381	)	$	(0.0121	)	$	0.0000		$	(0.0448	)	$	(0.0415	)	$	0.0496	$	(0.0385	)	$	(0.0187	)
Net Income (Loss) per Series I Unit	$	(0.0352	)	$	(0.0073	)	$	0.0103		$	(0.0427	)	$	(0.0370	)	$	0.0624	$	(0.0362	)	$	(0.0123	)
Weighted average units Series A		252,136,637			278,403,557			303,708,654			327,717,234			324,770,222			312,831,615		307,193,411			297,988,615
Weighted average units Series F		78,737			81,258			86,373			90,659			92,337			93,433		94,738			96,347
Weighted average units Series G		21,896,186			22,621,697			23,497,617			24,305,942			25,041,655			25,494,239		26,297,047			26,951,719
Weighted average units Series I		2,000,105			1,926,284			1,996,632			2,152,850			2,686,980			2,730,581		2,654,107			2,574,311

Net Income by Quarter
Eight Quarters through December 31, 2013

	Fourth Quarter 2013		Third Quarter 2013			Second Quarter 2013			First Quarter 2013			Fourth Quarter 2012			Third Quarter 2012			Second Quarter 2012			First Quarter 2012

Total Income (Loss)	$	6,012,558	$	(3,768,332	)	$	(10,905,323	)	$	(1,272,477	)	$	(7,799,988	)	$	(72,203	)	$	3,468,940		$	(12,459,199	)
Total Expenses		1,700,481		1,854,483			2,329,548			2,667,318			3,122,931			3,323,973			3,698,383			3,823,483


Net Income (Loss)	$	4,312,077	$	(5,622,815	)	$	(13,234,871	)	$	(3,939,795	)	$	(10,922,919	)	$	(3,396,176	)	$	(229,443	)	$	(16,282,682	)




Net Income (Loss) per Series A Unit	$	0.0252	$	(0.0282	)	$	(0.0550	)	$	(0.0149	)	$	(0.0370	)	$	(0.0104	)	$	(0.0009	)	$	(0.0432	)
Net Income (Loss) per Series F Unit	$	6.02	$	(6.90	)	$	(13.51	)	$	(3.59	)	$	(8.80	)	$	(2.79	)	$	0.13		$	(10.34	)
Net Income (Loss) per Series G Unit	$	0.0261	$	(0.0298	)	$	(0.0581	)	$	(0.0155	)	$	(0.0381	)	$	(0.0121	)	$	0.0000		$	(0.0448	)
Net Income (Loss) per Series I Unit	$	0.0409	$	(0.0262	)	$	(0.0615	)	$	(0.0091	)	$	(0.0352	)	$	(0.0073	)	$	0.0103		$	(0.0427	)
Weighted average units Series A		136,017,449		162,231,045			200,364,270			223,756,617			252,136,637			278,403,557			303,708,654			327,717,234
Weighted average units Series F		61,091		66,250			70,478			74,805			78,737			81,258			86,373			90,659
Weighted average units Series G		17,462,354		18,381,424			19,695,227			20,908,396			21,896,186			22,621,697			23,497,617			24,305,942
Weighted average units Series I		1,497,602		1,688,736			1,873,085			1,922,531			2,000,105			1,926,284			1,996,632			2,152,850

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

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

There were no changes in or disagreements with Deloitte & Touche LLP on accounting or financial disclosure.

Item 9A: Controls and Procedures

Evaluation of Disclosure and Procedures

The General Partner, with the participation of the Partnership's President as principal executive officer of the Partnership ("President") and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of and for the year which ended December 31, ~~2012~~2013, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the General Partner's internal controls with respect to the Partnership over financial reporting which materially affect such internal controls.

Changes in Internal Control over Financial Reporting

No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the year ended December 31, ~~2012~~2013 that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting.

Management's Annual Report on Internal Control over Financial Reporting

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

•: Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
•: Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the Partnership; and
•: Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership's assets that could have a material effect on the financial statements.

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

The Partnership's management assessed the effectiveness of the Partnership's internal control over financial reporting at December 31, ~~2012~~2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control—Integrated Framework" (1992).

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Based on its assessment, the Partnership's management concluded that, at December 31, ~~2012~~2013, the Partnership's internal control over financial reporting was effective.

This annual report does not include an attestation report of the Partnership's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Partnership's independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

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PART III

Item 10: Directors, Executive Officers and Corporate Governance

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

The Partnership is managed by BlackRock. Trading decisions are made by the Trading Advisors on behalf of the Partnership. BlackRock promotes the Partnership and is its controlling persons.

The managers and executive officers of the Partnership and BlackRock, with the responsibility for the Partnership as of December 31, ~~2012~~2013, and their respective business backgrounds are as follows.

Edward Rzeszowski		President of the Partnership (Age 41)
Michael L. Pungello		Vice President, Chief Financial Officer and Treasurer of the Partnership (Age 55)

Edward Rzeszowski President of the Partnership (Age 42)

Michael L. Pungello Vice President, Chief Financial Officer and Treasurer of the Partnership (Age 56)

Edward Rzeszowski is the President of the General Partner, a Managing Director of BlackRock, a listed principal of the General Partner since February 9, 2004 and a member of the Absolute Return Strategies ("ARS") Manager Research group within BAA. His responsibilities include evaluating potential hedge fund managers and monitoring existing managers with a focus on managed futures, macro funds and statistical arbitrage. He began this position in September 2006. Previously, Mr. Rzeszowski was a Director with Merrill Lynch's fund of funds team. In this role, he was responsible for the selection and analysis of hedge funds with a focus on managed futures, macro funds and statistical arbitrage, and served as senior hedge fund analyst and Portfolio Manager for the Merrill Lynch Global Horizons I L.P. From September 2000 to September 2006, Mr. Rzeszowski was a Senior Quantitative Analyst for the Merrill Lynch fund of funds team, responsible for risk management of the managed futures product line. He became employed with Merrill Lynch in 1995 and has held various positions in the finance department of certain Merrill Lynch asset management subsidiaries. His additional previous work experience includes OMR Systems Corporation (a financial investments service company) from September 1993 to September 1995, where he was responsible for the consolidation of managed futures risks. Mr. Rzeszowski earned a Bachelor of Arts degree in economics and finance from the University of Pittsburgh.

Michael L. Pungello is Chief Financial Officer of the General Partner, a Managing Director of BRIM and a listed principal of the General Partner since November 22, 2006. Mr. Pungello was previously the Chief Financial Officer of Merrill Lynch Alternative Investments LLC ("MLAI"). 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 in Accounting and received his Master's of Business Administration in Finance from New York University in 1987.

As of December 31, ~~2012~~2013, BRIM's general partner interest in the Partnership was valued at $3,~~636~~354,~~703~~997.

None.

(d) Family Relationships:

None.

(e) Business Experience:

See Items 10(a) and 10(b) above.

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(f) Involvement in Certain Legal Proceedings:

None.

(g) Promoters and Control Persons:

Not applicable.

(h) Section 16(a) Beneficial Ownership Reporting Compliance:

Not applicable.

(i) Code of Ethics:

BRIM and its affiliates are subject to a code of ethics, as of the end of the period covered by this report, which applies to the Partnership's principal executive officer, principal financial officer and persons performing similar functions. A copy of the code of ethics is available upon request by calling 609-282-6996.

(j) Audit Committee Financial Expert:

Not applicable. (Neither the Partnership nor BRIM has an audit committee.)

Item 11: Executive Compensation

The Partnership's President and Chief Financial Officer, which are its only officers, managers, or employees, do not receive compensation from the Partnership. Instead, they are remunerated by BRIM in their respective positions with BRIM. The Partnership pays Brokerage Commissions to an affiliate of BRIM. BRIM or its affiliates may also receive certain economic benefits from the possession of the Partnership's U.S. dollar assets in offset accounts. The managers and officers receive no "other compensation" from the Partnership. There are no compensation plans or arrangements relating to a change in control of either the Partnership or BRIM.

Compensation Committee Interlocks and Insider Participation

Not applicable.

Compensation Committee Report

Not applicable.

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

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

None.

(b) Security Ownership of Certain Beneficial Owners:

Not applicable, the Units are non-voting. The Partnership is managed by BRIM, its General Partner.

(c) Security Ownership of Management:

As of December 31, ~~2012~~2013, BRIM holdings were $3,~~636~~354,~~703~~997 of Series A, F, G & I Units, which was approximately 13% of the December 31, ~~2012~~2013 net asset value.

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(d) Changes in Control:

None.

Item 13: Certain Relationships and Related Transactions, and Director Independence

(a) Transactions with Related Persons, Promoters and Certain Control Persons

In ~~2012~~2013, the Partnership expensed: (i) Sponsor fees of $42,~~241~~462,~~010~~311 to BRIM; (ii) Distribution fees of $105,~~096~~849,~~585~~462 to BRIM. This includes expenses from Non-Consolidated LLCs. In addition, BRIM may have derived certain economic benefits from possession of the Partnership's assets.

See Item 1(c), "Narrative Description of Business—Charges" and "—Description of Current Charges" for a discussion of other business dealings between BRIM affiliates and the Partnership.

The Partnership is prohibited from making any loans, to management or otherwise.

(b) Review, Approval or Ratification of Transactions with Related Persons:

All of the service providers to the Partnership, other than the Trading Advisors, Merrill Lynch; Newedge USA, State Street, JPMS, MS&Co., UBS Securities, Barclays, HSBC and SS&C, are affiliates of BRIM. BRIM negotiated with the Trading Advisors over the level of their Management Fees and Profit Shares. However, none of the fees paid by the Partnership to any BRIM party were negotiated, and they are likely higher than those that may have been obtained in arm's-length bargaining. SS&C provides administrative services to the Partnership and is paid by the Partnership. BNY Mellon is the Transfer Agent of the Partnership and is paid by the Partnership.

The Partnership is prohibited from making any loans, to management or otherwise. No loans have been, are or will be outstanding between BRIM or any of its principals and the Partnership.

BRIM pays substantial selling commissions and trailing commissions to MLPF&S for distributing the Units.

(d) Director Independence:

Not applicable.

Item 14: Principal ~~Accounting~~Accountant Fees and Services

1) Audit Fees

Aggregate fees for professional services rendered by Deloitte & Touche LLP in connection with the audit of the Partnership's consolidated financial statements and the audits of the Non-Consolidated LLCs as of and for the year ended December 31, ~~2012~~2013 were $~~283~~299,~~000~~500. Aggregate fees for these services for the year ended December 31, ~~2011~~ ~~were~~2012 were $~~242~~283,~~500~~000.

2) Audit-Related Fees

There were no other audit-related fees for the years ended December 31, ~~2012~~2013 or ~~2011~~2012 related to the Partnership.

3) Tax Fees

Aggregate fees for professional services rendered by Deloitte Tax LLP in connection with the tax compliance, advice and preparation of the Partnership's tax returns for the year ended

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~~December 31, 2012~~ 3) Tax ~~are estimated to be $229,000. Aggregate fees for these services for the Partnership for the year ended December 31, 2011 were $300,000.~~ Fees

Aggregate fees for professional services rendered by Deloitte Tax LLP in connection with the tax compliance, advice and preparation of the Partnership's tax returns for the year ended December 31, 2013 are estimated to be $229,000. Aggregate fees for these services for the Partnership for the year ended December 31, 2012 were $229,000.

4) All Other Fees

No fees were paid to Deloitte & Touche LLP, Deloitte Tax LLP or any member firms of Deloitte Touche Tohmatsu and their respective affiliates during the years ended December 31, ~~2012~~2013 or ~~2011~~2012 for any other professional services in relation to the Partnership.

5) Pre-Approval Policies

Although BRIM and the Partnership do not have pre-approval policies, the Chief Financial Officer of the Partnership pre-approves the engagement of the Partnership's independent registered public accounting firm for all services to be provided by them.

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PART IV

Item 15: Exhibits and Financial Statement Schedules

1.: Consolidated Financial Statements (found in Exhibit 13.01):

		Page
Report of Independent Registered Public Accounting Firm			1
Consolidated Statements of Financial Condition as of December 31, 2012 and 2011			2
Consolidated Statements of Financial Condition as of December 31, 2013 and 2012			2
For the years ended December 31, 2012, 2011 and 2010:
For the years ended December 31, 2013, 2012 and 2011:
Consolidated Statements of Operations			3
Consolidated Statements of Changes in Partners' Capital			4
Consolidated Financial Data Highlights			5
Notes to Consolidated Financial Statements			8

2.: Consolidated Financial Statement Schedules:

Consolidated 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 consolidated financial statements or notes thereto.

3.: Exhibits required by Item 601 of Regulation S-K:

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

Designation		Description

1.01		Selling Agreement among the Partnership, BRIM, or MLPF&S, the Selling Agent and the Trading Advisors.
Exhibit 1.01:		Is incorporated herein by reference from Exhibit 1.01 contained in Amendment No. 1 to the Registration Statement (File No. 33-62998) filed on September 10, 1993, on Form S-1 under the Securities Act of 1933 (the "Registrant's Registration Statement").
3.01(i)		Amended and Restated Certificate of Limited Partnership of the Registrant, dated August 25, 1994.
Exhibit 3.01(i):		Is incorporated herein by reference from Exhibit 3.01(i) contained in the Registrant's Registration Statement.
3.01(ii)		Ninth Amended and Restated Limited Partnership Agreement of the Partnership.
Exhibit 3.01(ii):		Is incorporated herein by reference from Exhibit 3.01(ii) contained in the Registrant's Registration Statement (as Exhibit A).
3.01(iii)		Amended and Restated Certificate of Limited Partnership of the Partnership, dated July 27, 1995.
Exhibit 3.01(iii):		Is incorporated by reference from Exhibit 3.02(iii) contained in the Registrant's report on Form 10-Q for the Quarter Ended June 30, 1995.
3.01(iv)		Amended and Restated Certificate of Limited Partnership of the Partnership, dated January 13, 2005.

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Designation		Description
Exhibit 3.01(iv):		Is incorporated herein by reference from Exhibit 3.01(iv) contained in the Registrant's report Form 10-K for the year ended December 31, 2004.
10.01(d)		Form of Advisory Agreement between the Partnership, BRIM and prospective Trading Advisors.
Exhibit 10.01(d):		Is incorporated by reference from Exhibit 10.01(d) contained in the Registrant's report on Form 10-Q for the Quarter Ended June 30, 1995.
10.01(e):		Advisory Agreement between the Partnership, BRIM and Gleneagles Global Horizons, LLC, dated December 14, 2010*
Exhibit 10.01(e):		Is ~~filed~~incorporated ~~herewith~~by reference from Exhibit 10.01(e) contained in Registrant's report on Form 10-K for the year ended December 31, 2010.*
10.01(f):		Advisory Agreement between Alamo Global Horizons, LLC, BRIM and Abraham Trading Co., dated March 29, 2010.*
Exhibit 10.01(f):		Is incorporated herein by reference from Exhibit 10.01(f) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(g):		Advisory Agreement between BRIM, Boolean Global Horizons, LLC, and Boronia Capital Pty Ltd dated, March 26, 2010.*
Exhibit 10.01(g):		Is incorporated herein by reference from Exhibit 10.01(g) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(h):		Advisory Agreement between Breakout Global Horizons, LLC, BRIM and Blackwater Capital Management, LLC, dated March 23, 2010.*
Exhibit 10.01(h):		Is incorporated herein by reference from Exhibit 10.01(h) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(i):		Amended and Restated Advisory Agreement between BRIM, Cambridge Global Horizons, LLC, and Cantab Capital Partners LLP, dated March 2531, ~~2010~~2013.*
Exhibit 10.01(i):		Is incorporated herein by reference from Exhibit 10.01~~(i)~~ contained in the Registrant's report Form 10-KQ for the ~~year~~quarter ended ~~December~~March 31, ~~2009~~2013.
10.01(j):		Amended and Restated Advisory Agreement between the BRIM, Colby Global Horizons, LLC, and Crabel Capital Management, LLC, dated March 3031, ~~2010~~2013.*
Exhibit 10.01(j):		Is incorporated herein by reference from Exhibit 10.~~01(j)~~02 contained in the Registrant's report Form 10-KQ for the ~~year~~quarter ended ~~December~~March 31, ~~2009~~2013.
10.01(k):		Advisory Agreement between BRIM, Mapleleaf Global Horizons, LLC and Mapleridge Capital Corporation, dated March 25, 2010.*
Exhibit 10.01(k):		Is incorporated herein by reference from Exhibit 10.01(k) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(l):		Advisory Agreement between BRIM, Nets Global Horizons, LLC and Nuwave Investment Management LLC, dated March 25, 2010.*
Exhibit 10.01(l):		Is incorporated herein by reference from Exhibit 10.01(l) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(m):		Advisory Agreement between BRIM, Orion Global Horizons, LLC and Ortus Capital Management Limited, dated March 26, 2010.*

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Designation		Description
10.01(m):		Advisory Agreement between BRIM, Orion Global Horizons, LLC and Ortus Capital Management Limited, dated March 26, 2010.*
Exhibit 10.01(m):		Is incorporated herein by reference from Exhibit 10.01(m) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(n):		Advisory Agreement between Quantum Global Horizons, LLC, BRIM and Quantitative Investment Management, LLC, dated March 25, 2010.*
Exhibit 10.01(n):		Is incorporated herein by reference from Exhibit 10.01(n) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(o):		Advisory Agreement between the BRIM, Warrior Global Horizons, LLC and Winton Capital Management Limited, dated March 29, 2010.*
Exhibit 10.01(o):		Is incorporated herein by reference from Exhibit 10.01(o) contained in the Registrant's report Form 10-K for the year ended December 31, 2009.
10.01(p):		Advisory Agreement between the Partnership, BRIM and Surya Global Horizons, LLC, dated August 1, 2011*
Exhibit 10.01(p):		Is incorporated herein by reference from Exhibit 10.01 contained in the Registrant's report Form 10-Q for the quarter ended September 30, 2011.
10.01(q):		Advisory Agreement between Chaminox Global Horizons, LLC, BRIM and Capital Fund Management S.A. dated December 28, 2011*
Exhibit 10.01(q):		Is incorporated herein by reference from Exhibit 10.01 contained in the Registrant's report Form 10-K for the year ended December 31, 2011.
10.01(r):		Advisory Agreement between Highgate Global Horizons, LLC, BRIM and Higgs Capital Management, LLP. dated October 12, 2012*
Exhibit 10.01(r):		Is incorporated herein by reference from Exhibit 10.01 contained in the Registrant's report Form 10-Q for the quarter ended September 30, 2012.
10.01(s):		Advisory Agreement between Quaker Global Horizons, LLC, BRIM and QMS Capital Management, LP dated April 30, 2013*
Exhibit 10.01(s):		Is incorporated herein by reference from Exhibit 10.01 contained in the Registrant's report Form 10-Q for the quarter ended March 31, 2013.
10.01(t):		Advisory Agreement between Canberra Global Horizons, LLC, BRIM and Civic Capital Advisors, LLC dated December 30, 2013*
Exhibit 10.01(t):		Is filed herewith.
10.02		Form of Consulting Agreement between each Trading Advisor, the Partnership and Merrill Lynch Futures Inc.
Exhibit 10.02:		Is incorporated herein by reference from Exhibit 10.02 contained in the Registrant's Registration Statement.
10.03		Form of Customer Agreement between the Partnership and MLPF&S or Newedge USA.
Exhibit 10.03:		Is incorporated herein by reference from Exhibit 10.03 contained in the Registrant's Registration Statement.
10.05		Form of Subscription Agreement and Power of Attorney.
Exhibit 10.05:		Is incorporated herein by reference from Exhibit 10.05 contained in the Registrant's Registration Statement (as Exhibit D).
10.06		Foreign Exchange Desk Service Agreement, dated July 1, 1993 among Merrill Lynch International Bank, MLIM LLC, MLPF&S and the Partnership.
Exhibit 10.06:		Is incorporated herein by reference from Exhibit 10.06 contained in Amendment No. 1 to the Registration Statement.

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Designation		Description
Exhibit 10.05:		Is incorporated herein by reference from Exhibit 10.05 contained in the Registrant's Registration Statement (as Exhibit D).
10.06		Foreign Exchange Desk Service Agreement, dated July 1, 1993 among Merrill Lynch International Bank, MLIM LLC, MLPF&S and the Partnership.
Exhibit 10.06:		Is incorporated herein by reference from Exhibit 10.06 contained in Amendment No. 1 to the Registration Statement.
10.07		Form of Advisory and Consulting Agreement Amendment among Merrill Lynch Investment Partners Inc., each Trading Advisor, the Partnership and Merrill Lynch Futures Inc.
Exhibit 10.07:		Is incorporated herein by reference from Exhibit 10.07 contained in the Registrant's report on Form 10-K for the year ended December 31, 1996.
13.01		~~2012~~2013 Annual Report and Report of Independent Registered Public Accounting Firm.
Exhibit 13.01:		Is filed herewith.
13.01(a)		Alamo Global Horizons, LLC ~~2012~~2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(a):		Is filed herewith.
13.01(b)		Breakout Global Horizons, LLC ~~2012~~2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(b):		Is filed herewith.
13.01(c)		Cambridge Global Horizons, LLC ~~2012~~2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(c):		Is filed herewith.
13.01(d)		Nets Global Horizons, LLC ~~2012~~2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(d):		Is filed herewith.
13.01(e)		Quantum Global Horizons, LLC ~~2012~~2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(e):		Is filed herewith.
13.01(f)		Quaker Global Horizons, LLC 2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(f):		Is filed herewith.
21.01		Subsidiaries of Registrant
Exhibit 21.01		Is filed herewith.
28.01		Prospectus of the Partnership dated December 6, 1995.
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, Registration Statement (File No. 33-88994) on Form S-1, effective December 6, 1995).
31.01 and 31.02		Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 31.01 and 31.02:		Are filed herewith.
Exhibit 32.01 and 32.02		Section 1350 Certifications
Exhibit 32.01 and 32.02:		Are filed herewith.

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Designation		Description
Exhibit 101		Interactive Date Files of Financial Statements and Notes contained in this Annual Report on Form 10-K furnished pursuant to Rule 405 of Regulation S-T. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
Exhibit 32.01 and 32.02:		Are filed herewith.
Exhibit 102		The financial information from the Annual Report on Form 10-K for the year ended December 31, 2012 formatted in Extensible Business Reporting Language (XBRL), include; (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Financial Condition, and (iii) related notes (furnished herewith).
Exhibit 101		Interactive Date Files of Financial Statements and Notes contained in this Annual Report on Form 10-K filed pursuant to Rule 405 of Regulation S-T. The financial information from the Annual Report on Form 10-K for the year ended December 31, 2013 formatted in Extensible Business Reporting Language (XBRL), include; (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Financial Condition, and (iii) related notes (furnished herewith).

*: Portions of these exhibits have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Exchange Act Rule 24.b-2. Such redacted portions have been marked with an asterisk.

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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 on March 2221, ~~2013~~2014.


		BLACKROCK GLOBAL HORIZONS I L.P.
		By:		BLACKROCK INVESTMENT MANAGEMENT, LLC General Partner

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

Date: March 22, 2013	By	/s/ EDWARD RZESZOWSKI Edward Rzeszowski President (Principal Executive Officer)
Date: March 21, 2014	By	/s/ EDWARD RZESZOWSKI Edward Rzeszowski President (Principal Executive Officer)
Date: March 22, 2013	By	/s/ MICHAEL L. PUNGELLO Michael L. Pungello Chief Financial Officer (Chief Financial Officer)
Date: March 21, 2014	By	/s/ MICHAEL L. PUNGELLO Michael L. Pungello Chief Financial Officer (Chief Financial Officer)

Table of Contents

BLACKROCK GLOBAL HORIZONS I L.P.

~~2012~~2013 FORM 10-K

INDEX TO EXHIBITS

Exhibit
Exhibit 13.01		2012 Annual Report and Report of Independent Registered Public Accounting Firm
Exhibit 10.01(t):		Advisory Agreement between Canberra Global Horizons, LLC, BRIM and Civic Capital Advisors, LLC dated December 30, 2013*
Exhibit 13.01(a)		Alamo Global Horizons, LLC 2012 Annual Report and Independent Auditors' Report
Exhibit 13.01		2013 Annual Report and Report of Independent Registered Public Accounting Firm
Exhibit 13.01(b)		Breakout Global Horizons, LLC 2012 Annual Report and Independent Auditors' Report
Exhibit 13.01(a)		Alamo Global Horizons, LLC 2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(c)		Cambridge Global Horizons, LLC 2012 Annual Report and Independent Auditors' Report
Exhibit 13.01(b)		Breakout Global Horizons, LLC 2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(d)		Nets Global Horizons, LLC 2012 Annual Report and Independent Auditors' Report
Exhibit 13.01(c)		Cambridge Global Horizons, LLC 2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(e)		Quantum Global Horizons, LLC 2012 Annual Report and Independent Auditors' Report
Exhibit 13.01(d)		Nets Global Horizons, LLC 2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(e)		Quantum Global Horizons, LLC 2013 Annual Report and Independent Auditors' Report
Exhibit 13.01(f)		Quaker Global Horizons, LLC 2013 Annual Report and Independent Auditors' Report
Exhibit 21.01		Subsidiaries of Registrant
Exhibit 31.01 and 31.02		Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 32.01 and 32.02		Sections 1350 Certifications
Exhibit 101		Interactive Date Files of Financial Statements and Notes contained in this Annual Report on Form 10-K ~~furnished~~filed pursuant to Rule 405 of Regulation S-T. AsThe ~~provided~~financial ininformation ~~Rule~~from ~~406T~~the ofAnnual ~~Regulation~~Report Son Form 10-T,K ~~this~~for ~~information~~the isyear ~~furnished~~ended ~~and~~December ~~not~~31, ~~filed~~2013 ~~for~~formatted ~~purposes~~in ofExtensible ~~Sections~~Business 11Reporting ~~and~~Language 12(XBRL), ofinclude (i) the ~~Securities~~Consolidated ~~Act~~Statements of ~~1933~~Operations, ~~and~~(ii) ~~Section~~the 18Consolidated Statements of ~~the~~Financial ~~Securities~~Condition, ~~Exchange~~and ~~Act~~(iii) ofrelated ~~1934~~notes (furnished herewith).
Exhibit 102		The financial information from the Annual Report on Form 10-K for the year ended December 31, 2012 formatted in Extensible Business Reporting Language (XBRL), include (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Financial Condition, and (iii) related notes (furnished herewith).

*: Portions of these exhibits have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission pursuant to Exchange Act Rule 24 b-2. Such redacted portions have been marked with an asterisk.

Filing Compare · BlackRock Global Horizons I L.P.