** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10-K**

** **
| **x** | ** ** | **Annual Report Pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|-------|------------|------------------------------------------------------------------------------------------------|

 

**For thefiscal year ended: December 31, 2009**

** **

**or**

 
| **o** | ** ** | **Transition  Report Pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934** |
|-------|------------|----------------------------------------------------------------------------------------------------------|

 

**Commissionfile number: 0-50269**

 

**ML SELECT FUTURES I  L.P.**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                    | ** ** | **13-3879393**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer    |
| incorporation or organization)  |       | Identification No.) |

 

**c/oMerrill Lynch Alternative Investments LLCFour World Financial Center, 6****th**** Floor250 Vesey StreetNew York, New York 10080**(Address ofprincipal executive offices)(Zip Code)

 

**212-449-3517**

(Registrant’s telephone number, including area code)

 

Securitiesregistered pursuant to Section 12(b) of the Act: **None**

 

Securitiesregistered pursuant to Section 12(g) of the Act: **Limited Partnership Units**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yeso No x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o No x

 

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

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporatewebsite, if any, every Interactive Data File required to be submitted andposted 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 registrantwas required to submit and post such files).  Yes o No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.  See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 

| Large accelerated filer o                |   | Accelerated filer o       |
|-----------------------------------------------|--------|--------------------------------|
|                                          |   |                           |
| Non-accelerated filer x                       |   | Small reporting company o |
| (Do not check if a smaller reporting company) |   |                           |

 

Indicate by check markwhether the registrant is a shell company (as defined by Rule 12b-2 of theAct).  Yes o No x

 

The Units of the limitedliability company interest of the registrant are not publicly traded.Accordingly, there is no aggregate market value for the registrant’soutstanding equity that is readily determinable.

 

As of February 28, 2010,limited partnership units of with a Net Asset Value of $179,341,685 were heldby non-affiliates.

** **

**DocumentsIncorporated by Reference**

** **

The registrant’s 2009Annual Report and Reports of Independent Registered Public Accounting Firms,the annual report to security holders for the fiscal year ended December 31,2009, is incorporated by reference into Part II, Item 8, and Part IVhereof and filed as an Exhibit herewith. Copies of the annual report areavailable free of charge by contacting Alternative Investments Client Servicesat 1-866-MER-ALTS.

** **

** **

** **

----

** **

**MLSELECT FUTURES I L. P.**

** **

ANNUAL REPORT FOR2009 ON FORM 10-K

 

Table of Contents

 
| ** **                                                                                                                 | ** ** | **PAGE** |
|----------------------------------------------------------------------------------------------------------------------------|------------|----------|
|                                                                                                                       |       |     |
| PART I                                                                                                                |       |     |
|                                                                                                                       |       |     |
| Item 1. Business                                                                                                           |       | 1        |
|                                                                                                                       |       |     |
| Item 1A. Risk Factors                                                                                                      |       | 9        |
|                                                                                                                       |       |     |
| Item 1B. Unresolved Staff Comments                                                                                         |       | 11       |
|                                                                                                                       |       |     |
| Item 2. Properties                                                                                                         |       | 11       |
|                                                                                                                       |       |     |
| Item 3. Legal Proceedings                                                                                                  |       | 11       |
|                                                                                                                       |       |     |
| Item 4. Reserved                                                                                                           |       | 11       |
|                                                                                                                       |       |     |
| PART II                                                                                                               |       |     |
|                                                                                                                       |       |     |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder  Matters and Issuer Purchases of Equity Securities |       | 11       |
|                                                                                                                       |       |     |
| Item 6. Selected Financial Data                                                                                            |       | 13       |
|                                                                                                                       |       |     |
| Item 7. Management’s Discussion and Analysis of Financial Condition and  Results of Operations                        |       | 16       |
|                                                                                                                       |       |     |
| Item 7A. Quantitative and Qualitative Disclosures about Market Risks                                                       |       | 24       |
|                                                                                                                       |       |     |
| Item 8. Financial Statements and Supplementary Data                                                                        |       | 29       |
|                                                                                                                       |       |     |
| Item 9. Changes in and Disagreements with Accountants on Accounting and  Financial Disclosure                              |       | 30       |
|                                                                                                                       |       |     |
| Item 9A(T). Controls and Procedures                                                                                        |       | 30       |
|                                                                                                                       |       |     |
| Item 9B. Other Information                                                                                                 |       | 31       |
|                                                                                                                       |       |     |
| PART III                                                                                                              |       |     |
|                                                                                                                       |       |     |
| Item 10. Directors, Executive Officers and Corporate Governance                                                            |       | 31       |
|                                                                                                                       |       |     |
| Item 11. Executive Compensation                                                                                            |       | 33       |
|                                                                                                                       |       |     |
| Item 12. Security Ownership of Certain Beneficial Owners and Management  and Related Stockholder Matters                   |       | 33       |
|                                                                                                                       |       |     |
| Item 13. Certain Relationships and Related Transactions and Director  Independence                                         |       | 33       |
|                                                                                                                       |       |     |
| Item 14. Principal Accountant Fees and Services                                                                            |       | 34       |
|                                                                                                                       |       |     |
| PART IV                                                                                                               |       |     |
|                                                                                                                       |       |     |
| Item 15. Exhibits and Financial Statement Schedules                                                                        |       | 36       |

 

----

# *** ***

# ***PART I***

** **

**Item 1:  Business**

** **

(a)           GeneralDevelopment of Business:

 

ML Select Futures I L.P.  (the “Partnership”) was organized under theDelaware Revised Uniform Limited Partnership Act on August 4, 1995 underthe name ML Chesapeake L.P.  ThePartnership began trading on April 16, 1996 and trades in theinternational futures and forward markets applying proprietary tradingstrategies under the direction of Sunrise Capital Partners, LLC (“Sunrise”).  The Partnership’s objective is to achieve,through speculative trading, substantial capital appreciation over time.

 

Merrill Lynch Alternative Investments LLC (“MLAI”),the sponsor (“Sponsor”) and general partner of the Partnership, is an indirectwholly-owned subsidiary of Merrill Lynch & Co., Inc. (“MerrillLynch”).  Merrill Lynch, Pierce, Fenner &Smith Incorporated (“MLPF&S”), a wholly-owned subsidiary of Merrill Lynch,is the Partnership’s commodity broker. As used herein, the capitalized term “MLAI”also refers to the general partner at times when its name was MLIM AlternativeStrategies LLC, as applicable. On September 15, 2008, Merrill Lynch (orthe “Company”) entered into an Agreement and Plan of Merger (as amended byAmendment No. 1 dated as of October 21, 2008, the “Merger Agreement”)with Bank of America Corporation (“Bank of America”). Pursuant to the MergerAgreement, on January 1, 2009, a wholly-owned subsidiary of Bank ofAmerica (“Merger Sub”) merged with and into Merrill Lynch, with Merrill Lynchcontinuing as the surviving corporation and a subsidiary of Bank of America(the “Merger”).

 

The proceeds of the Partnership’s units of limitedpartnership interest (the “Units”) were initially allocated to the Partnership’sinitial trading adviser, Chesapeake Capital Corporation (“Chesapeake”).  On July 1, 1998, Sunrise replacedChesapeake as the Partnership’s sole trading advisor (“Trading Advisor”).

 

The Partnership calculates the Net Asset Value perUnit as of the close of business on the last business day of each calendarmonth and such other dates as MLAI may determine in its discretion.  The Partnership’s Net Asset Value will generallyequal the value of the Partnership’s account under the management of itsTrading Advisor as of such date, plus any other assets held by the Partnership,minus accrued brokerage commissions, administrative fees, profit shares, andother liabilities of the Partnership. MLAI is authorized to make all net asset value determinations.

 

As of December 31, 2009, the capitalization ofthe Partnership was $192,965,299 and the Net Asset Value per Unit, originally$100 as of April 1, 1996, had risen to $320.48

 

The highest month-end Net Asset Value per Unit sinceSunrise began trading the Partnership was $326.49 (November 30, 2009) andthe lowest was $127.01 (July 31, 1998).

 

(b)           FinancialInformation about Segments:

 

The Partnership’s business constitutes only onesegment for financial reporting purposes, i.e., a speculative “commodity pool”.The Partnership does not engage in sales of goods or services.

 

(c)           NarrativeDescription of Business:

 

***General***

*** ***

The Partnership trades in U.S. and the internationalfutures and forward markets with the objective of achieving substantial capitalappreciation.

 

The Partnership has entered into an advisory agreementwith Sunrise whereby Sunrise trades the Partnership’s assets through a managedaccount using its Expanded Diversified Program (the “Program”).  In the Expanded Diversified Program, Sunriseapplies its trend-following systems to a broadly-diversified portfolio offutures and forward markets on underlying interests, including, but not limitedto, precious and industrial metals,

 

----

 

grains, petroleumproducts, soft commodities, domestic and foreign interest rate futures,domestic and foreign stock indices, currencies and their cross rates, and minorcurrencies. One of the aims of the Partnership is to provide diversification toa limited portion of the risk segment of the Limited Partners’ portfolios intoan investment field that has historically often demonstrated a low degree ofperformance correlation with traditional stock and bond holdings.

 

***Employees***

*** ***

The Partnership has no employees.

 

***Sunriseand its Expanded Diversified Program***

*** ***

Sunrise currently offers five trading programs, one ofwhich, the Expanded Diversified Trading Program, is used in managing thePartnership’s assets.  In the ExpandedDiversified Trading Program, Sunrise applies its trend-following systems to abroadly-diversified portfolio of futures and forward markets, including, butnot limited to, precious and industrial metals, grains, petroleum products,soft commodities, domestic and foreign interest rate futures, domestic andforeign stock indices (including S&P 500, DAX and Nikkei 225), currenciesand their cross rates, and minor currency markets (collectively, “CommodityInterests”).  Sunrise may trade theseCommodity Interests on any U.S. or non-U.S. exchange or over the counter.  Sunrise may also trade options for thePartnership in the future; in the event that it does, these options will beconsidered Commodity Interests.  As of December 31,2009, Sunrise was managing approximately $1.125 billion (excluding “notional”funds) in the futures and forward markets.

 

Sunrise’s ProgramsAre Technical and Trend-Following Systems

 

The mathematical models used by Sunrise’s programs aretechnical systems, generating trading signals on the basis of statisticalresearch into past market prices. Sunrise does not attempt to predict or forecast changes in price throughfundamental economic analysis.  Thetrading methodologies employed by Sunrise are based on programs analyzing alarge number of interrelated mathematical and statistical formulas andtechniques, which are quantitative and proprietary in nature.

 

As a trend-following advisor, Sunrise’s objective isto participate in major price trends—sustained price movements either up ordown.  Such price trends may berelatively infrequent.  Sometrend-following advisors have anticipated that over half of their positionswill be unprofitable.  Their strategy isbased on making sufficiently large profits from the trends which they identifyand follow to generate overall profits despite the more numerous but,hopefully, smaller losses incurred on the majority of their positions.

 

Long-Term,Trend-Following Methodology

 

Sunrise’s long-term, trend-following program attemptsto detect a trend, or lack of a trend, with respect to a particular CommodityInterest by analyzing price movement and volatility over time.  This program consists of multiple,independent and parallel systems, each designed and tested to seek out andextract different market inefficiencies on different time horizons.  These systems will generate a signal to sella “short” contract or purchase a “long” contract based upon theiridentification of a price trend in the particular Commodity Interest.  If the systems do not detect a price trend, a“neutral” trading signal will be generated. While this neutral signal is designed to filter out high-risk “whipsaw”markets, it is successful on only a limited basis.  Successful speculative commodity tradingemploying trend-following techniques, such as Sunrise’s system, depends to alarge degree upon not trading in non-directional markets.  Accordingly, to the extent that this “neutral”trading signal is not generated during a non-trending market, trading wouldlikely be unprofitable.

 

Long-term, trend-following trading systems, such asthose employed by Sunrise, will seldom effect market entry or exit at the mostfavorable price in the particular market trend. Rather, this type of trading system seeks to close out losing positionsquickly and to hold portions of profitable positions for as long as the tradingsystem determines that the particular market trend continues to offerreasonable profit potential.  The numberof losing transactions may exceed substantially the number of profitabletransactions.  However, if Sunrise’sapproach is successful, these losses should be more than offset by gains.  In using this trading methodology, it isanticipated

 

2

----

 

that Sunrise will committo margin between 5% and 30% of assets managed. Margin requirements may from time to time exceed this range.

 

While Sunrise relies on mechanical technical tradingsystems in making investment decisions using the methodology described, theoverall strategy does include the latitude to depart from this approach ifmarket conditions are such that, in the opinion of Sunrise, execution of tradesrecommended by the mechanical systems would be difficult or unusually risky toan account.

 

There may occur the rare instance in which Sunrisewill override the trading system to decrease market exposure.  Any modification of trading instructionscould adversely affect the profitability of an account.  Among the possible consequences of such amodification would be (1) the entrance of a trade at a price significantlyworse than a system’s signal price, (2) the complete negation of a signalwhich subsequently would have produced a profitable trade or (3) thepremature termination of an existing trade. Sunrise is under no obligation to notify MLAI of this type of deviationfrom its mechanical systems, since it is an integral part of its overalltrading method.

 

A technical trading system consists of a series offixed rules applied systematically. However, the system still requires that Sunrise make certain subjectivejudgments.  For example, Sunrise mustselect the markets it will follow and Commodity Interests it will activelytrade, along with the contract months in which it will maintain positions.  Sunrise must also subjectively determine whento liquidate positions in a contract month which is about to expire andinitiate a position in a more distant contract month.

 

All trades which Sunrise initiates with thePartnership’s FCMs will be done without any prior consultation with an Investorand the trades will be in such amounts and at such prices as Sunrise, in itssole discretion, may determine.

 

Sunrise engages in ongoing research which may lead tosignificant modifications from time to time. Sunrise will notify MLAI if modifications to its trading systems orportfolio structure are material. Changes to commodity markets and/or Commodity Interests traded are notconsidered material and Investors will not generally receive notice of suchchanges.  However, Sunrise will provideMLAI with a complete list of those Commodity Interests which it may, or intendsto, trade for the Partnership.

 

While the principals of Sunrise have extensiveexperience in the development of systems and methods for trading in thefutures, forward and, to a lesser extent, options markets, no “safe” tradingsystem has ever been devised and that no one can guarantee profit or freedomfrom loss in Commodity Interest trading.

 

Sunrise employs the long-term, trend-followingmethodology described above in implementing the Expanded DiversifiedProgram.  The Sunrise ExpandedDiversified Program may follow numerous different markets.  These markets may include, but are notlimited to, precious and industrial metals, grains, energy products, softcommodities, domestic and foreign interest rate futures, domestic and foreignstock indices, minor currencies, major currencies and their cross rates.

 

The Markets Tradedby Sunrise for the Partnership

 

The Partnership trades on a variety of United Statesand non-United States futures exchanges. Applicable exchange rules differ significantly among differentcountries and exchanges.  ThePartnership’s entire off-exchange trading takes place substantially in thehighly liquid, institutionally based currency forward markets.  The forward markets are generallyunregulated, and in its forward trading the Partnership deposits margin withrespect to its positions.  Spot andforward currency contracts currently are the only non-exchange tradedinstruments held by the Partnership. Forward currency contracts currently are the only non-exchange tradedinstruments held by the Partnership.

 

To date, approximately 30% to 40% of the Partnership’strades by volume have been in forward currency contracts, but from time to timethe percentage of the Partnership’s trading represented by forward currencytrades may fall substantially outside this range.  Because the Partnership deposits margin inconnection with its forward trading, the Partnership is subject to the risk ofthe insolvency of its counterparties, such as broker-dealers, futurescommission merchants (“FCMs”), banks or other financial institutions, exchangesor clearinghouses.

 

3

----

 

As in the case of its market sector allocations, thePartnership’s commitments to different types of markets — U.S. and non-U.S.,regulated and unregulated — differ substantially from time to time as well asover time.  The Partnership has no policyrestricting its relative commitment to any of these different types of markets,although generally the bulk of the Partnership’s trading takes place onregulated exchanges.

 

The Partnership’s financial statements containinformation relating to the types of market sectors in which the Partnershiptrades.  There can, however, be noassurance as to which market sectors the Partnership may trade or in whichmarket sectors the Partnership’s trading may be concentrated at any one time orover time.

 

***Use ofProceeds and Cash Management Income***

 

SubscriptionProceeds

 

The Partnership’s cash is used as security for and topay the Partnership’s trading losses as well as its expenses and redemptions.The primary use of the proceeds of the sale of the Units is to permit Sunriseto trade on a speculative basis in a wide range of different futures andforwards markets on behalf of the Partnership. While being used for this purpose, the Partnership’s assets are alsogenerally available for cash management, as more fully described below under “AvailableAssets”.

 

Market Sectors

 

In the Expanded Diversified Program, Sunrise appliesits trend-following systems to a broadly diversified portfolio of futures andforward markets.  Commodity interestscurrently included in the Expanded Diversified Program are: currencies (majors,minors, and crossrates), metals (gold, silver, copper, aluminum, nickel, andzinc), indices (S&P 500, DAX, and Nikkei 225), interest rates (T-bonds,T-Notes, Eurodollars, Euro-Bund, three-month Euro Futures, Euro BOBL, JapaneseGovernment Bond, Euroyen, 90-day Australian Bank Accepted Bill (“Aussie Bill”)and three-month Canadian Bankers’ Acceptance Note), energy (crude oil andnatural gas) and agriculturals (soybeans, soymeal, corn, wheat, coffee andsugar and cotton).

 

Market Types

 

The Partnership trades on a variety of United Statesand foreign futures exchanges. Substantially all of the Partnership’s off-exchange trading takes placein the highly liquid, institutionally based currency forward markets.

 

Many of the Partnership’s currency trades are executedin the spot and forward foreign exchange markets (the “FX Markets”) where thereare no direct execution costs.  Instead,the participants, banks and dealers in the FX Markets take a “spread” betweenthe prices at which they are prepared to buy and sell a particular currency andsuch spreads are built into the pricing of the spot or forward contracts withthe Partnership.

 

As in the case of its market sector allocations, thePartnership’s commitments to different types of markets — U.S. and non-U.S.regulated and non-regulated differ substantially from time to time, as well asover time.  The Partnership has no policyrestricting its relative commitment to any of these different types of markets.

 

Custody of Assets

 

Substantially all of the Partnership’s trading assetsare currently held in Commodity Futures Trading Commission (“CFTC”) regulatedcustomer accounts at MLPF&S.

 

Available Assets

 

The Partnership earns income, as described below, onits “Available Assets”, which can be generally described as the cash actuallyheld by the Partnership.   AvailableAssets are held primarily in U.S. dollars and are comprised of the Partnership’scash balances held in the offset accounts (as described below) — which include “opentrade equity” (unrealized gain and loss on open positions) on United Statesfutures contracts, which is paid into or out of the Partnership’s account on adaily basis; the Partnership’s cash balance in foreign currencies derived fromits trading in non-U.S. dollar denominated futures and options contracts, whichincludes open trade equity on those exchanges which settle gains and losses onopen positions in such contracts prior to closing out such positions.  Available Assets do not

 

4

----

 

include and thePartnership does not earn interest income on the Partnership’s  unrealized gains or losses on its openforward, commodity option and certain foreign futures positions since suchgains and losses are not collected or paid until such positions are closed out.

 

The Partnership’s Available Assets may be greaterthan, less than or equal to the Partnership’s Net Asset Value (on which theredemption value of the Units is based) primarily because Net Asset Valuereflects all gains and losses on open positions as well as accrued but unpaidexpenses.

 

Interest Earned onthe Partnership’s U.S. Dollar Available Assets

 

The Partnership’s U.S. dollar Available Assets areheld in cash in offset accounts.

 

Offset accounts are non-interest bearing demanddeposit accounts maintained with banks unaffiliated with Merrill Lynch.  An integral feature of the offsetarrangements is that the participating banks specifically acknowledge that theoffset accounts are MLPF&S customer accounts, not subject to any MerrillLynch liability.

 

MLPF&S credits the Partnership, as of the end ofeach month, with interest at the effective daily 91-day Treasury bill rate onthe average daily U.S. dollar Available Assets held in the offset accountsduring such month.

 

The use of the offset account arrangements for thePartnership’s U.S. dollar Available Assets may be discontinued by Merrill Lynchat any time.  If Merrill Lynch were toterminate the offset arrangements, it would attempt to invest all of thePartnership’s U.S. dollar Available Assets to the maximum practicable extent inshort-term Treasury bills.  All interestearned on the U.S. dollar Available Assets so invested would be paid to thePartnership but MLAI would expect the amount of such interest to be less thanthat available to the Partnership under the offset account arrangements.  The remaining U.S. dollar Available Assets ofthe Partnership would be kept in cash to meet variation margin payments and payexpenses, but would not earn interest for the Partnership.

 

The banks at which the offset accounts are maintainedmake available to Merrill Lynch interest-free overnight credits, loans oroverdrafts in the amount of the Partnership’s U.S. dollar Available Assets heldin the offset accounts, charging Merrill Lynch a small fee for thisservice.  The economic benefits derivedby Merrill Lynch — net of the interest credits paid to the Partnership and thefee paid to the offset banks — from the offset accounts have not exceeded 0.75%per annum of the Partnership’s average daily U.S. dollar Available Assets heldin the offset accounts.  These revenuesto Merrill Lynch are in addition to the Brokerage Commissions andAdministrative Fees paid by the Partnership to MLPF&S and MLAI, respectively.

 

Interest Paid byMerrill Lynch on the Partnership’s Non-U.S. Dollar Available Assets

 

Under the single currency margining system implementedfor the Partnership, the Partnership does not deposit foreign currencies tomargin trading in non-U.S. dollar denominated futures contracts and options, ifany.  MLPF&S provides the necessarymargin, permitting the Partnership to retain the monies which would otherwisebe required for such margin as part of the Partnership’s U.S. dollar AvailableAssets.  The Partnership does not earninterest on foreign margin deposits provided by MLPF&S. The Partnershipdoes, however, earn interest on its non-U.S. dollar Available Assets.  Specifically, the Partnership is credited byMerrill Lynch with interest at prevailing short-term local rates on assets andnet gains on non-U.S. dollar denominated positions for such gains actually heldin cash by the Partnership.  MerrillLynch charges the Partnership Merrill Lynch’s cost of financing realized andunrealized losses on such positions.

 

The Partnership holds foreign currency gains andfinances foreign currency losses on an interim basis until converted into U.S.dollars and either paid into or out of the Partnership’s U.S. dollar AvailableAssets.  Foreign currency gains or losseson open positions are not converted into U.S. dollars until the positions areclosed.  Assets of the Partnership whileheld in foreign currencies are subject to exchange rate risk.

 

5

----

 

***Charges***

*** ***

The following table summarizes the charges incurred bythe Partnership during 2009, 2008, and 2007.

 
| ** **                     | ** ** | **2009**            | ** ** | **2008**                                  | ** ** | **2007**           | ** ** |
|--------------------------------|------------|---------------------|------------|-------------------------------------------|------------|--------------------|------------|
| **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** | ** ** |
| Brokerage Commissions          |       | $                   | 10,958,446 |                                      | 5.57       | %                  | $          | 13,184,374 |   | 5.87 | % | $ | 16,351,736 |   | 5.66 | % |
| Administrative and Filing Fees |       | 241,215             |       | 0.12                                      | %          | 600,956            |       | 0.27 | % | 993,261 |   | 0.35 | % |
| Profit Shares                  |       | 2,137,349           |       | 1.09                                      | %          | 15,939,202         |       | 7.10 | % | 671,266 |   | 0.23 | % |
| Total Expenses                 |       | $                   | 13,337,010 |                                      | 6.78       | %                  | $          | 29,724,532 |   | 13.24 | % | $ | 18,016,263 |   | 6.24 | % |

 

The foregoing table does not reflect the bid-askspreads paid by the Partnership on its forward trading, or the benefits whichmay be derived by Merrill Lynch from the deposits of certain of the Partnership’sU.S. dollar assets maintained at MLPF&S.

 

Each Unit is subject to the same charges.  The Partnership’s average month-end NetAssets during 2009, 2008 and 2007 equaled $196,776,157, $224,567,351 and$288,689,351 respectively.

 

During 2009, 2008 and 2007 the Partnership earned$326,337, $3,585,936 and $13,248,150 in interest income, or approximately0.17%, 1.60% and 4.59% of the Partnership’s average month-end Net Assets.

 

6

----

 

**Description ofCurrent Charges**

 
| **Recipient**                                                                                | ** ** | **Nature of  Payment**     | ** ** | **Amount of  Payment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------------------------------------------------------------------------------------|------------|----------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| MLPF&S                                                                                   |       | Brokerage  Commissions     |       | A flat-rate  monthly brokerage commission of 0.458 of 1% (a 5.5% annual rate) of the  Partnership’s month-end assets (including the monthly interest credit and  before reduction for accrued month-end redemptions, distributions, brokerage  commissions, administrative fees or Profit Shares, in each case as of the end  of the month of determination). Such commissions cover Sunrise’s monthly  consulting fee as well as all floor brokerage and exchange, clearing and  National Futures Association (“NFA”) fees incurred in the Partnership’s  trading.                                                                                                                 |
|                                                                                         |       |                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| MLPF&S                                                                                   |       | Use of  Partnership assets |       | Merrill Lynch  may derive an economic benefit from the deposit of certain of the  Partnership’s U.S. dollar assets in accounts maintained at MLPF&S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                         |       |                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| MLAI                                                                                         |       | Administrative  Fees       |       | A flat-rate  monthly charge of 0.021 of 1% ( 0.25% annual rate) of the Partnership’s  month-end assets (including the monthly interest credit and before reduction  for accrued month-end redemptions, distributions, brokerage commissions,  administrative fees or Profit Shares, in each case as of the end of the month  of determination). Additionally, the Partnership reimburses MLAI the actual  cost of the State of New Jersey annual filing fee assessed on a per partner  basis. The administrative fees cover the Partnership’s routine administrative  expenses and MLAI will absorb any administrative costs incurred during any  calendar year in excess of the foregoing amount. |
|                                                                                         |       |                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Merrill Lynch  International Bank (“MLIB”) (or an affiliate); Other counterparties |       | Bid—ask spreads       |       | Bid—ask spreads  are not accounted for separately as an accounting item because bid-ask  spreads are an integral part of the price paid or received on all contracts  for generally accepted accounting principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

7

----

 
| MLIB (or an  affiliate); Other counterparties |   | EFP  differentials                                                                                 |   | Certain of the  Partnership’s currency trades may be executed in the form of “exchange of  futures for physical” transactions, in which a counterparty (which may be  MLIB or an affiliate) receives an additional “differential” spread for  exchanging the Partnership’s cash currency positions for equivalent futures  positions.                            |
|-----------------------------------------------|--------|----------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                          |   |                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| Sunrise                                       |   | Annual profit  shares                                                                              |   | 23% of any New  Trading Profits generated by the Partnership. “New Trading Profits” means the  increase, if any, in cumulative net trading profits as of the end of any  calendar year over the previous all-time high in cumulative net trading  profits as of the end of any previous calendar year. New Trading Profits  include all net trading profits but not interest income. |
|                                          |   |                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| Sunrise                                       |   | Consulting Fees                                                                                    |   | MLPF&S pays  Sunrise monthly Consulting Fees of 0.083 of 1% of the Partnership’s month-end  assets (a 1% annual rate), after reduction for a portion of the Brokerage  Commissions.                                                                                                                                                                                                   |
|                                          |   |                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| MLPF&S; Others                            |   | Reimbursement of delivery, insurance, storage and  any other extraordinary charges; taxes (if any) |   | Actual payments to third parties, which are expected  to be negligible.                                                                                                                                                                                                                                                                                                                        |
|                                          |   |                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                           |
| MLPF&S;  Others                           |   | Extraordinary  expenses                                                                            |   | Actual costs  incurred; none paid to date.                                                                                                                                                                                                                                                                                                                                                     |

 

***Regulation***

*** ***

The CFTC has delegated to the National FuturesAssociation responsibility for the registration of “commodity trading advisors,”“commodity pool operators,” “futures commission merchants,” “introducingbrokers” and their respective associated persons, and “floor brokers” and “floortraders.”  The Commodity Exchange Actrequires commodity pool operators such as MLAI, commodity trading advisors suchas the Trading Advisor and commodity brokers or futures commission merchants (“FCMs”)such as MLPF&S to be registered and to comply with various reporting andrecord keeping requirements.  CFTCregulations also require FCMs to maintain a minimum level of net capital.  In addition, the CFTC and certain commoditiesexchanges have established limits referred to as “speculative position limits”on the maximum net long or net short speculative positions that any person mayhold or control in any particular futures or options contracts traded on U.S.commodities exchanges.  All accountsowned or managed by the Trading Advisor will be combined for position limitpurposes.  The Trading Advisor could berequired to liquidate positions in order to comply with such limits.  Any such liquidation could result insubstantial costs to the Partnership.  Inaddition, many futures exchanges impose limits beyond which the price of afutures contract may not trade during the course of a trading day, and there isa potential for a futures contract to reach its daily price limit for severaldays in a row, making it impossible for the Trading Advisor to liquidate aposition and thereby experiencing dramatic losses.  Currency forward contracts are not currentlysubject to regulation by any U.S. government agency.

 

Other than in respect of the registration requirementspertaining to the Partnership’s securities under Section 12(g) of theSecurities Exchange Act of 1934, the Partnership is generally not subject toregulation by the Securities and Exchange Commission (the “SEC”).  However, MLAI itself is registered as an “investmentadviser” under the Investment Advisers Act of 1940.  MLPF&S is also regulated by the SEC andthe Financial Industry Regulatory Authority (the “FINRA”).

 

8

----

 

(d)           Financial Information about GeographicAreas

 

The Partnership does notengage in material operations in foreign countries, nor is a material portionof the Partnership’s revenue derived from customers in foreign countries. ThePartnership trades on a number of foreign commodity exchanges.  The Partnership does not engage in the salesof goods or services.

 

**Item 1A: RiskFactors**

** **

**The Large Size ofthe Partnership’s Trading Positions Increases the Risk of Sudden, Major Losses**

** **

The Partnership takes positions with values up toapproximately 15 times its total equity. Consequently, even small price movements can cause major losses.

 

**Not NecessarilyIndicative of Future Results**

** **

Sunrise’s past performance may not be representativeof how it may trade in the future for the Partnership.

 

**Volatile Markets; Highly Leveraged Trading**

** **

Futures and forward trading is highly leveraged, andmarket price levels are volatile and materially affected by unpredictablefactors such as weather and governmental intervention. The combination ofleverage and volatility creates a high degree of risk.

 

**Importance ofGeneral Market Conditions**

** **

Overall market or economic conditions which neitherMLAI nor Sunrise can predict or control have a material effect on theperformance of any managed futures strategy.

 

**Possibility ofAdditional Government or Market Regulation**

** **

Market disruptions and the dramatic increase in thecapital allocated to alternative investment strategies during recent years haveled to increased governmental as well as self-regulatory scrutiny of thealternative investment funds industry in general.  In addition, certain legislation proposinggreater regulation of the industry periodically is considered by the U.S.Congress, as well as the governing bodies of foreign jurisdictions.  It is impossible to predict what, if any,changes in the regulations applicable to the Partnership, its general partner(MLAI), the markets in which they trade and invest or the counterparties withwhich they do business may be instituted in the future.  Any such regulation could have a materialadverse impact on the profit potential of the Partnership, as well as requireincreased transparency as to the identity of the Partnership’s limitedpartners.

 

9

----

 

**Forward Trading**

** **

The Partnership will trade in forward markets inaddition to trading in futures markets. The forward markets are over-the-counter, non-exchange traded markets,and in trading in these markets, the Partnership will be dependent on thecredit standing of the counterparties with which they trade, without thefinancial support of any clearinghouse system. In addition, the prices offered for the same forward contract may varysignificantly among different forward market participants.  Forward markets counterparties are under noobligation to enter into forward transactions with the Partnership, includingtransactions through which the Partnership is attempting to liquidate openpositions.

 

**Effects of Speculative Position Limits**

** **

The CFTC and the U.S. commodities exchanges haveestablished limits referred to as “speculative position limits” on the maximumnet long or net short speculative positions that any person may hold or controlin any particular futures or options contracts traded on U.S. commoditiesexchanges.  For example, the CFTCcurrently imposes speculative position limits on a number of agriculturalcommodities (e.g., corn, oats, wheat, soybeans and cotton). All commodityaccounts controlled by the Trading Advisor and its principals and theiraffiliates are combined for speculative position limit purposes.  The Trading Advisor could be required toliquidate positions held for the Partnership, or may not be able to fullyimplement trading instructions generated by its trading models, in order tocomply with such limits.  Any suchliquidation or limited implementation could result in substantial costs to thePartnership.

 

**Increased AssetsUnder Management**

** **

There appears to be a tendency for the rates of returnachieved by managed futures advisors to decline as assets under managementincrease.  Sunrise has not agreed tolimit the amount of additional equity which it may manage.

 

**Trading AdvisorRisk**

** **

The Partnership is subject to the risk of the badjudgment, negligence or misconduct of its Advisor. There have been a number ofinstances in recent years in which private investment funds have incurredsubstantial losses due to Trading Advisor misconduct.

 

**Changes in TradingStrategy**

** **

Sunrise may make material changes in its tradingstrategies without the knowledge or seeking the approval of MLAI.

 

**Illiquid Markets**

** **

Certain positions held by the Partnership may becomeilliquid, preventing Sunrise from acquiring positions otherwise indicated byits strategy or making it impossible for the Trading Advisor to close outpositions against which the market is moving.

 

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

 

10

----

 

**Trading onNon-U.S. Exchanges**

** **

Sunrise may trade extensively on non-U.S.exchanges.  These exchanges are notregulated by any United States governmental agency.  The Partnership could incur substantiallosses trading on foreign exchanges to which it would not have been subject hadits Trading Advisor limited its trading to U.S. markets.

 

The profits and losses derived from trading foreignfutures and forwards will generally be denominated in foreign currencies;consequently, the Partnership will be subject to a certain degree ofexchange-rate risk in trading such contracts.

 

**The PartnershipCould Lose Assets and Have Its Trading Disrupted Due to the Bankruptcy of Oneof the Parties**

** **

The Partnership is subject to the risk of insolvencyof a counterparty, an exchange, a clearinghouse or MLPF&S.  The Partnership assets could be lost orimpounded during lengthy bankruptcy proceedings.  Were a substantial portion of the Partnership’scapital tied up in a bankruptcy, MLAI might suspend or limit trading, perhapscausing the Partnership to miss significant profit opportunities.  There are increased risks in dealing withunregulated trading counterparties including the risk that assets may notbenefit from the protection afforded to “customer funds” deposited withregulated dealers and brokers.

 

**Item 1B: UnresolvedStaff Comments**

** **

MLAI is currently responding to the SEC comment letterdated February 4, 2010.

 

**Item2:  Properties**

** **

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

 

The Partnership’s offices are the administrativeoffices of MLAI (Merrill Lynch Alternative Investments LLC, Four WorldFinancial Center, 6th Floor, 250 Vesey Street, New York, New York 10080). MLAIperforms administrative services for the Partnership from MLAI’s offices.

 

**Item3:  Legal Proceedings**

** **

None.

 

**Item4:  Reserved.**

** **

# ***PART II***

# * *

**Item5:  Market for Registrant’s CommonEquity, Related Stockholder Matters and Issuer Purchases of Equity Securities**

** **

Item 5(a)

 

(a)           Market Information:

 

There is no established public trading market for theUnits, and none is likely to develop. Limited Partners may redeem Units on ten days written notice to MLAI asof the last day of each month at their Net Asset Value, subject to certainearly redemption charges.

 

11

----

 

(b)           Holders:

 

As of December 31, 2009, there were 1,820 holdersof Units, including MLAI, none of whom owed 5% or more of the Funds Units.

 

(c)           Dividends:

 

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

 

(d)           Securities Authorized for Issuance UnderEquity Compensation Plans:

 

Not applicable.

 

(e)           Recent Sales of Unregistered Securities:

 

Issuance to accredited investors pursuant toRegulation D and Section 4(6) under the Securities Act. The sellingagent of the following Class of Units was MLPF&S.

 

During 2009, thePartnership issued Units as set forth in the following chart.

 
| ** ** | ** ** | **Subscription    Amount** | ** ** | **Units** | ** ** | **NAV** | ** ** |
|------------|------------|----------------------------|------------|-----------|------------|---------|------------|
| Jan-09     |       | $                          | 719,404    |      | 2,290      |    | $          | 314.15 |   |
| Feb-09     |       | 1,609,918                  |       | 5,201     |       | 309.54  |       |
| Mar-09     |       | 279,896                    |       | 911       |       | 307.24  |       |
| Apr-09     |       | 676,253                    |       | 2,269     |       | 298.04  |       |
| May-09     |       | 96,540                     |       | 328       |       | 294.33  |       |
| Jun-09     |       | 554,545                    |       | 1,836     |       | 302.04  |       |
| Jul-09     |       | 38,199                     |       | 127       |       | 300.78  |       |
| Aug-09     |       | —                     |       | —    |       | 307.61  |       |
| Sep-09     |       | —                     |       | —    |       | 314.81  |       |
| Oct-09     |       | —                     |       | —    |       | 315.61  |       |
| Nov-09     |       | —                     |       | —    |       | 313.54  |       |
| Dec-09     |       | —                     |       | —    |       | 326.49  |       |
| Jan-10     |       | —                     |       | —    |       | 320.48  |       |
| Feb-10     |       | —                     |       | —    |       | 304.33  |       |
|            |            |                            |            |           |            |         |            |  |  |

 

Item 5(b)

 

Not applicable.

 

Item 5(c)

 

Not applicable.

 

12

----

 

**Item 6:  SelectedFinancial Data**

** **

The following selected financial data has been derivedfrom the audited financial statements of the Partnership.

 
| **Statements of Operations**    | ** ** | **For the  Year  Ended  December 31,  2009** | ** ** | **For the  Year  Ended  December 31,  2008** | ** ** | **For the  Year  Ended  December 31,  2007** | ** ** | **For the  Year  Ended  December 31,  2006** | ** ** | **For the  Year  Ended  December 31,  2005** | ** **  |
|---------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|-------------|
| ** **                      |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| TRADING PROFIT (LOSS):          |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| Realized                        |       | $                                                 | 16,697,398 |                                              | $          | 81,364,923                                        |       | $                                                 | 13,343,726 |                                              | $           | 37,752,945 |   | (24,222,659 | ) |
| Change in unrealized            |       | (636,006                                          | )          | (3,074,698                                        | )          | (1,451,441                                        | )          | (5,477,059                                        | )          | 3,041,057                                         |        |
| Total trading profit (loss)     |       | $                                                 | 16,061,392 |                                              | 78,290,225 |                                              | 11,892,285 |                                              | 32,275,886 |                                              | (21,181,602 | ) |
|                            |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| INVESTMENT INCOME:              |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| Interest                        |       | 326,337                                           |       | 3,585,936                                         |       | 13,248,150                                        |       | 17,187,972                                        |       | 15,719,664                                        |        |
|                            |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| EXPENSES:                       |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| Brokerage commissions           |       | 10,958,446                                        |       | 13,184,374                                        |       | 16,351,736                                        |       | 19,872,678                                        |       | 27,053,850                                        |        |
| Profit Shares                   |       | 2,137,349                                         |       | 15,939,202                                        |       | 671,266                                           |       | 49,055                                            |       | —                                            |        |
| Administrative and filing  fees |       | 241,215                                           |       | 600,956                                           |       | 993,261                                           |       | 1,153,304                                         |       | 1,479,720                                         |        |
| Total expenses                  |       | 13,337,010                                        |       | 29,724,532                                        |       | 18,016,263                                        |       | 21,075,037                                        |       | 28,533,570                                        |        |
|                            |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| NET INVESTMENT LOSS             |       | (13,010,673                                       | )          | (26,138,596                                       | )          | (4,768,113                                        | )          | (3,887,065                                        | )          | (12,813,906                                       | )           |
|                            |       |                                              |       |                                              |       |                                              |       |                                              |       |                                              |        |
| **NET INCOME  (LOSS)**          |       | $                                                 | 3,050,719  |                                              | $          | 52,151,629                                        |       | $                                                 | 7,124,172  |                                              | $           | 28,388,821 |   | $ | (33,995,508 | ) |
|                                 |            |                                                   |            |                                                   |            |                                                   |            |                                                   |            |                                                   |             |  |  |  |  |  |

 
| **Balance Sheet Data**   | ** ** | **December 31,  2009** | ** **  | **December 31,  2008** | ** ** | **December 31,  2007** | ** ** | **December 31,  2006** | ** **  | **December 31,  2005** | ** ** |
|--------------------------|------------|-----------------------------|-------------|-----------------------------|------------|-----------------------------|------------|-----------------------------|-------------|-----------------------------|------------|
| ** **               |       |                        |        |                        |       |                        |       |                        |        |                        |       |
| Partners’ Capital   |       | $                           | 192,965,299 |                        | $          | 215,554,694                 |       | $                           | 225,754,363 |                        | $          | 326,172,570 |   | $ | 396,829,138 |   |
| Net Asset Value per Unit |       | $                           | 320.48      |                        | $          | 314.15                      |       | $                           | 250.55      |                        | $          | 242.51 |   | $ | 224.17 |   |

 

13

----

 

MLAI believes that the Net Asset Value used to calculate subscriptionand redemption value and report performance to investors throughout the year isthe most valuable information to the Limited Partner’s of the Partnership.

 

MONTH-ENDNET ASSET VALUE PER INITIAL UNIT

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **June** | ** ** | **July** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** | **Oct.** | ** ** | **Nov.** | ** ** | **Dec.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|----------|------------|----------|------------|----------|------------|
| 2005       |       | $        | 219.59     |     | $          | 218.75   |       | $        | 217.11     |    | $          | 213.97   |       | $        | 212.55     |     | $          | 211.75    |       | $        | 206.46     |     | $          | 206.27   |       | $ | 208.46 |   | $ | 210.63 |   | $ | 221.59 |   | $ | 224.17 |   |
| 2006       |       | $        | 225.13     |     | $          | 224.83   |       | $        | 232.20     |    | $          | 240.27   |       | $        | 241.84     |     | $          | 241.05    |       | $        | 230.50     |     | $          | 228.68   |       | $ | 227.51 |   | $ | 233.62 |   | $ | 238.87 |   | $ | 242.51 |   |
| 2007       |       | $        | 250.27     |     | $          | 243.24   |       | $        | 233.11     |    | $          | 248.30   |       | $        | 257.08     |     | $          | 261.40    |       | $        | 246.27     |     | $          | 209.49   |       | $ | 223.02 |   | $ | 243.54 |   | $ | 245.39 |   | $ | 250.55 |   |
| 2008       |       | $        | 263.68     |     | $          | 286.40   |       | $        | 281.89     |    | $          | 275.75   |       | $        | 283.56     |     | $          | 289.46    |       | $        | 277.25     |     | $          | 269.64   |       | $ | 273.58 |   | $ | 305.79 |   | $ | 312.97 |   | $ | 314.15 |   |
| 2009       |       | $        | 309.54     |     | $          | 307.24   |       | $        | 298.04     |    | $          | 294.33   |       | $        | 302.04     |     | $          | 300.78    |       | $        | 307.61     |     | $          | 314.81   |       | $ | 315.61 |   | $ | 313.54 |   | $ | 326.49 |   | $ | 320.48 |   |

 

14

----

 

**ML SELECT FUTURES I L.P.December 31, 2009**

** **

*Type of Pool: *Single Advisor/Publicly-Offered/Non-”PrincipalProtected”(1)Inception of Trading: April 1996Aggregate Subscriptions:    $596,614,404Current Capitalization:   $192,965,299Worst Monthly Drawdown(2):  (14.94)% (08/07)Worst Peak-to-Valley Drawdown(3):  (19.86)%  (07/07-08/07)

* *

*Net Asset Valueper Unit, December 31, 2009:  *$320.48

 

**Monthly Rates of Return**(4)

 
| **Month**                      | ** ** | **2009** | ** ** | **2008** | ** ** | **2007** | ** ** | **2006** | ** ** | **2005** | ** ** |
|--------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| January                        |       | (1.47    | )%         | 5.24     | %          | 3.20     | %          | 0.43     | %          | (6.32    | )%         |
| February                       |       | (0.74    | )          | 8.62     |       | (2.81    | )          | (0.14    | )          | (0.38    | )          |
| March                          |       | (2.99    | )          | (1.57    | )          | (4.16    | )          | 3.28     |       | (0.75    | )          |
| April                          |       | (1.24    | )          | (2.18    | )          | 6.52     |       | 3.48     |       | (1.45    | )          |
| May                            |       | 2.62     |       | 2.83     |       | 3.54     |       | 0.65     |       | (0.67    | )          |
| June                           |       | (0.42    | )          | 2.08     |       | 1.68     |       | (0.33    | )          | (0.37    | )          |
| July                           |       | 2.27     |       | (4.22    | )          | (5.79    | )          | (4.38    | )          | (2.50    | )          |
| August                         |       | 2.34     |       | (2.74    | )          | (14.94   | )          | (0.79    | )          | (0.09    | )          |
| September                      |       | 0.25     |       | 1.46     |       | 6.46     |       | (0.51    | )          | 1.06     |       |
| October                        |       | (0.66    | )          | 11.77    |       | 9.20     |       | 2.69     |       | 1.04     |       |
| November                       |       | 4.13     |       | 2.35     |       | 0.76     |       | 2.25     |       | 5.20     |       |
| December                       |       | (1.84    | )          | 0.38     |       | 2.10     |       | 1.52     |       | 1.16     |       |
| Compound Annual Rate of Return |       | 2.01     | %          | 25.38    | %          | 3.31     | %          | 8.18     | %          | (4.37    | )%         |

 

----

(1) Certain funds are structured so as toguarantee to investors that their investment will be worth no less than aspecified amount (typically, the initial purchase price) as of a date certainafter the date of investment.  The CFTCrefers to such funds as “principal protected”.

 

(2) Worst Monthly Drawdown represents the largestnegative Monthly Rate of Return experienced since January 1, 2003 by thePartnership; a drawdown is measured on the basis of month-end Net Asset Valueonly, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdown represents thegreatest percentage decline since January 1, 2003 from a month-endcumulative Monthly Rate of Return without such cumulative Monthly Rate ofReturn being equaled or exceeded as of a subsequent month-end.  For example, if the Monthly Rate of Returnwas (1)% in each of January and February, 1% in March and (2)% inApril, the Peak-to-Valley Drawdown would still be continuing at the end of April inthe amount of approximately (3)%, whereas if the Monthly Rate of Return hadbeen approximately 3% in March, the Peak-to-Valley Drawdown would have ended asof the end of February at approximately the (2)% level.

 

(4) Monthly Rate of Return is the net performanceof the Partnership during the month of determination (including interest incomeand after all expenses have been accrued or paid) divided by the total equityof the Partnership as of the beginning of such month.

 

15

----

 

**Item 7:****                  ****Management’s Discussionand Analysis of Financial Condition and Results of Operations**

** **

***Resultsof Operations***

 

General

 

Sunrise has been the Partnership’s sole TradingAdvisor since July 1, 1998.  Sunriseis a trend-following trader, whose program does not attempt to predict pricemovements.  Sunrise’s long-term Programattempts to detect a trend, or lack of a trend, with respect to a particularCommodity Interest by analyzing price movements and volatility over time.  However, there are frequent periods duringwhich fundamental factors external to the market dominate prices.

 

There are so many influences on the markets that thesame general type of economic event may lead to a price trend in some cases butnot in others.  The analysis is furthercomplicated in that the Program might recognize only certain types of trendsand to apply only certain criteria of when a trend has begun.  Consequently, even though significant pricetrends may occur, if these trends are not comprised of the type of intra-periodprice movements, which its program is designed to identify, Sunrise may miss thetrend altogether.

 

***PerformanceSummary***

*** ***

This performance summary is an outline description ofhow the Partnership performed in the past, not necessarily any indication ofhow it will perform in the future.  Inaddition, the general causes to which certain price movements are attributedmay or may not have caused such movements, but simply occurred at or about thesame time.

 

Sunrise is unlikely to be profitable in markets inwhich such trends do not occur.  Staticor erratic prices are likely to result in losses.  Similarly, unexpected events (for example, apolitical upheaval, natural disaster or governmental intervention) can lead tomajor short-term losses, as well as gains.

 

While there can be no assurance that Sunrise will beprofitable under any given market condition, markets in which substantial andsustained price movements occur typically offer the best profit potential forthe Partnership.

 

Year endedDecember 31, 2009

 
| ** **               | ** ** | **Total Trading  Profit (Loss)** | ** ** |
|--------------------------|------------|----------------------------------|------------|
| Energy                   |       | $                                | 2,501,445  |   |
| Currencies               |       | (1,176,863                       | )          |
| Agricultural Commodities |       | 1,848,990                        |       |
| Interest Rates           |       | (1,743,507                       | )          |
| Stock Indices            |       | 4,439,114                        |       |
| Metals                   |       | 10,192,213                       |       |
|                     |       | $                                | 16,061,392 |   |

 

The Partnershipexperienced a net trading profit before brokerage commissions and related feesfor the year ended December 31, 2009 of $16,061,392.  Profits were primarily attributable to thePartnership’s trading in metals, stock indices, energy, agriculture and lossesto currencies and interest rates.

 

The metals sector posted profits for the Partnership.Losses were posted to the Partnership at the beginning of the first quarter asmost markets in the metals sectors had negative returns. The Program initiateda long position in gold in the middle of the first quarter as demand was risingand the price reached $1,000 per ounce. The market was not able to sustain thatlevel and ended the month lower which caused losses for the Partnership. Lossescontinued to be posted to the Partnership at the end of the first quarter asmarkets in general lacked clear direction in an environment of uncertainty overthe global economic outlook. The Program took advantage of new developingtrends in metals and initiated new long positions in the metals sectorresulting in profits being posted to the Partnership throughout the

 

16

----

 

second quarter. Profitscontinued to be posted to the Partnership at the beginning through the middleof the third quarter due to base metals of aluminum and in copper which morethan doubled in price for the year in August. However, the metals sector movedlower at the end of September resulting in losses being posted to thePartnership. Profits were posted to the Partnership at the beginning throughthe middle of the fourth quarter as gold was the best performing market asprices rose to record levels. In reaction to the sharp increase in the U.S.dollar, commodity prices initially fell across the board at the beginning ofDecember. Losses were recorded in precious metals while base metals postedprofits which were not enough to offset the losses to the Partnership as theyear ended.

 

The stock indices posted profits for the Partnership.Losses were posted to the Partnership at the beginning of the first quarter asmarkets remained volatile and generally failed to show any meaningful pricedirection. Profits were posted to the Partnership and trading in equity futureswas profitable, as the bear market began to accelerate and stock fell to theirlowest level since 1997 in February. The governments plan to rescue the bankingsystem sent stock markets to their highest levels not seen in more than a month.  As a result, the majority of the Partnership’sshort positions were liquidated with losses being posted for the Partnership asthe first quarter ended. Losses were posted to the Partnership at the beginningof the second quarter in reaction to the United States Federal Reserve’sassessment that the United States economy began to show a slower rate ofdecline, while the equity markets grew stronger and triggered a liquidation ofthe program’s remaining short positions. Equity prices were somewhat volatilein the middle of the quarter due to continued uncertainty over the globaleconomy. Long positions resulted in profits being posted to the Partnershipwith foreign equities more profitable than domestic equities. Profits continuedto be posted to the Partnership at the end of the second quarter as equityprices moved higher as the market focuses on positive economic reports,improved consumer confidence and other signs of stabilization. The stockindices posted profits for the Partnership throughout the third quarter.  Equity markets reached new highs in July asall positions in equity were profitable with the largest gains coming fromEurostox and NASDAQ. Profits continued to be posted to the Partnership in August andSeptember due to the United States and European equity markets as theymoved to new highs for the year. Most global equity markets initially extendedtheir gains from previous months and reached their highest point of the year inmid October and finished the month lower, thus producing losses for thePartnership. While most major United States and European equity markets endedthe month of November higher resulting in profits for the Partnership,Japanese stock index futures incurred small losses. The Program’s longpositions in equities resulted in profits being posted to the Partnership asthe year ended.

 

The energy sector posted profits for the Partnership.Losses were posted to the Partnership at the beginning of the first quarter asmarkets remain volatile and fail to show price direction. Short positions incrude oil futures generated losses in the middle of the first quarter due tooil prices rising after the U.S. data showed declining inventories. The firstquarter ended with losses being posted to the Partnership as trading wasdifficult in a volatile market. Profits were posted to the Partnership at thebeginning through the middle of the second quarter as crude oil rose to a sixmonth high on expectations of higher demand in a recovering economy. Thequarter ended with profits being posted to the Partnership due to longpositions in the energy sector as oil prices made new highs for the year as theoutlook for global demand continued to show signs of strengthening. The energysector posted losses for the Partnership throughout the third quarter.  Oil prices were volatile with oil finishingthe month of August below the $70 level. Speculations about the extent andspeed of a global economic recovery dominated the markets in September,resulting in a difficult trading environment. Profits were posted to the Partnership at the beginning through themiddle of the fourth quarter. Crude oil finished higher despite a major pullbackin prices at the end of October. Performance from the energy sector wasslightly profitable as the markets failed to make new highs in November andmoved in a wide price range. Losses were posted to the Partnership in energiesas the year ended in reaction to the sharp increase in the U.S. dollar.

 

The agriculture sector posted profits for thePartnership. Losses were posted for the Partnership throughout the firstquarter due to the volatility in global markets. Profits were posted to thePartnership at the beginning through the middle of the second quarter as theProgram initiated new long positions due the developing trends in theagriculture commodities. Losses were posted to the Partnership at the end ofthe second quarter due to reversals in the Program’s long agriculturalpositions (wheat, corn and soy meal) which contributed negatively to returns.Long positions were systematically reduced during the month of June. Profitswere posted to the Partnership at the beginning through the middle of the thirdquarter as sugar prices rose in July on expectations for a smaller harvestand prices rallied to new highs in August. The wheat market continued itsdownturn in August, which led to solid profits for the Program’s shortpositions. The third quarter ended with losses posted to the Partnership asspeculations about the extent and speed of a global economic recovery dominatedthe markets in

 

17

----

 

September, resulting in adifficult trading environment for a technical model. Losses were posted to thePartnership at the beginning of the fourth quarter. The potential for a smallerharvest in grains appeared to push prices higher against the Program’s shortpositions. Sugar was the worst performing market in October. The Program’s longtrades were liquidated after a sharp reversal in price. Trading systemsgenerated solid profits across all programs in November. The Program was ableto capitalize on several recurring trends, including rising commodity prices.In reaction to the sharp increase in the U.S. dollar, commodity pricesinitially fell almost across the board. Some of them stabilized during thesecond half of December and resumed the direction of their original trend.The year ended with profits posted to the Partnership.

 

The currency sector posted losses for the Partnership.The markets were thinner than in normal economic conditions at the beginning ofthe first quarter and there were no strong technical signals for a new pricetrend. The U.S. dollar benefited from its status as the world’s reservecurrency and managed to strengthen against other European currencies.  The Partnership’s exposure in the currencysector was light resulting in slightly negative returns. Losses continued to beposted to the Partnership in the middle of the first quarter as the currencysector was hurt by a major reversal in Japanese yen. The Japanese yen roseabout 30% between August 2008 and the start of February 2009, thenswitched direction against the U.S. dollar and other major currencies. Tradingin currencies at the end of the first quarter generated losses being posted forthe Partnership. The U.S. dollar weakened against a wide range of currencies asworries about inflation intensified and the U.S. dollar’s status as the world’sreserve currency gained increased coverage. Currencies posted losses to thePartnership at the beginning of the second quarter as the U.S. dollar initiallystrengthened then moved lower against other currencies. Profits were posted tothe Partnership in the middle of the second quarter due to an uptrend in theAustralian dollar, New Zealand dollar and the South African rand and the U.S.dollar weakened against other major and minor currencies due to rising concernsabout the country’s credit ratings. Profits in the currency markets were led bythe strength of the British pound against other currencies especially the U.S.dollar plus minor currency positions resulting in profits being posted to thePartnership at the end of the second quarter. Profits were posted to thePartnership at the beginning of the third quarter as the U.S. dollar remainedweak and the Program’s short U.S. dollar trades generated profits for thePartnership. All major currency markets traded in a range bound fashion in August resultingin losses being posted to the Partnership. Gains in minor currencies such asthe Australian dollar and the New Zealand dollar were not large enough tooffset losses in major currencies. The U.S. dollar declined to a twelve monthlow versus the Euro and an eight month low versus the Japanese yen, whichprompted readjustments in the Program’s major currency positions.Commodity-linked currencies such as the New Zealand dollar and the Australiandollar benefited from expectations of revived economic growth and rose to theirstrongest level in more than a year resulting in profits being posted to thePartnership at the end of the third quarter. The U.S. dollar fell to a fourteenmonth low against the Euro and then bounced back strongly. The currency sectorproduced profits for the Partnership in October resulting from the shortU.S. dollar positions against minor currencies, such as the Australian dollarand the Singapore dollar. The U.S. dollar resumed its fall against most majorand minor currencies and hit new lows for the year in November as profitswere posted to the Partnership resulting from the Program’s short U.S. dollarpositions. The U.S. dollar experienced a relatively large correction, comparedto moves in other markets. It rallied against other major and minor currencies,reaching the highest level against the Japanese yen the Euro since September.The year ended with losses being posted to the Partnership.

 

The interest rate sector posted losses for thePartnership. Interest rate futures were subjected to price reversals at thebeginning of the first quarter as yields on government securities moved highercausing this sector to produce small losses. Profits were posted to thePartnership in the middle of the first quarter as the Program was able toidentify trading opportunities in the long-term price trends. The first quarterended with losses being posted to the Partnership as global markets lacked anyclear direction in an environment of uncertainty over the global economicoutlook. Losses were posted to the Partnership at the beginning of the secondquarter due to the swine flu outbreak generating concerns which resulted inhigher volatility levels across all market levels. It created a new challengefor the markets with its negative implications on the global economy.  Treasury prices fell and yields rose onconcerns about increasing supplies of government debt resulting in profitsbeing posted to the Partnership in the middle of the second quarter. Asignificant drop in the U.S. treasury prices early in June triggered adecrease in overall exposure to interest rate products. An improved U.S.employment report sent the yield on two year U.S. Treasury notes surging to thehighest level since November 2008 before retreating towards the end of theJune resulting in losses being posted to the Partnership. Losses wereposted to the Partnership at the beginning of the third quarter as the priceaction was missing significant directional movement and was not beneficial tothe Program’s positions. Profits were posted to the Partnership in the middleto the end of the third quarter as the Program maintained a very low exposurein this sector. At the beginning of the fourth quarter losses were posted tothe Partnership as performance was flat as the program’s exposure was very low.Profits were posted to the Partnership in November due the

 

18

----

 

Program’s long positionsprofiting from an increase in prices. Apparent growing demand for the safety ofUnited States Government bonds led to a further decline in the U.S. yields.

 

Year ended December 31, 2008

 
| ** **               | ** ** | **Total Trading  Profit (Loss)** | ** ** |
|--------------------------|------------|----------------------------------|------------|
| Energy                   |       | $                                | 23,786,024 |   |
| Currencies               |       | 18,753,664                       |       |
| Agricultural Commodities |       | 610,889                          |       |
| Interest Rates           |       | 10,363,798                       |       |
| Stock Indices            |       | 19,323,290                       |       |
| Metals                   |       | 5,452,560                        |       |
|                     |       | $                                | 78,290,225 |   |

 

The Partnership experienced a net trading profit before brokeragecommissions and related fees for the year ended December 31, 2008 of$78,290.225.  Profits were primarilyattributable to the Partnership’s trading in energy, stock indices, currencies,interest rates, metals and agriculture.

 

The energy sector posted profits for the Partnership.Oil prices eased back from the record high hit on January 3, 2008 of morethan $100 per barrel and posted moderate losses for the Partnership. Profitswere posted to the Partnership in the middle of the quarter continuing to theend of the first quarter as crude oil reached an unprecedented $110 abarrel.  Profits were posted to thePartnership at the beginning of the second quarter as prices continued to movehigher as worries about supply disruptions sent crude oil futures to a recordof $120 a barrel. Profits continued to be posted to the Partnership in themiddle of the quarter due to the long energy positions led by crude oilfutures, which reached record levels above $135 a barrel as prices advanced tonew historical highs. The second quarter ended with profits being posted to thePartnership as crude oil continued to make record highs, closing the month at$140 a barrel.  Losses were posted to thePartnership at the beginning of the third quarter as oil prices reached arecord high of $147.90 a barrel on July 11, 2008 and then declined morethan $25 on prospects of lower demand. Losses continued to be posted to thePartnership from the middle of the third quarter to the end of the quarter dueto volatility in the market. Profits were posted to the Partnership throughoutthe fourth quarter. Trading in energies produced significant returns for thePartnership despite October being among the most volatile months in markethistory. As the world’s economic outlook continued to deteriorate, the energymarkets moved lower and posted profits to the Partnership in November. Shortpositions in energies were among the most profitable for the Partnership at theend of the year. Oil prices ended the year significantly lower than the July recordhigh price due to concerns about weak global demand.

 

The stock indices sector posted profits for thePartnership. Trading in stocks was profitable for the Partnership as globalstocks experienced a steep decline and finished lower for the month of January.Profits continued to be posted to the Partnership during the middle of thefirst quarter. The first quarter ended with profits being generated due to thePartnership’s short positions in the Japanese Nikkei and Topix. Trading inglobal equities was unprofitable for the Partnership with positions in bothdomestic and foreign equity markets contributing to the negative performance aslosses were posted to the Partnership through the second quarter. Profits wereposted to the Partnership at the beginning of the third quarter in lieu of thestock market declines during the first half of July. The Program was able toquickly take profits on its short positions before the prices reversed andmoved higher during the second half of July. Losses were posted to thePartnership during the middle of the quarter due to market volatility. Profitswere posted to the Partnership at the end of the third quarter due to the riskexposure controls maintaining low levels of exposure in the market.  Profits were posted to the Partnership at thebeginning of the fourth quarter. The Partnership was able to benefit fromtrading opportunities that emerged during the period of global financial criseswith relatively low risk. Losses were posted to the Partnership from the middleof the quarter to the end of the fourth quarter as global markets remain veryvolatile.

 

The currency sector posted profits for thePartnership. The U.S. dollar weakened against the Euro and experienced volatileperformance against other major currencies at the beginning of the firstquarter. Profits were posted for the Partnership due to gains in the Britishpound positions versus the Swiss franc and the Euro. The currency sector

 

19

----

 

also generated solidprofits for the Partnership as the U.S. dollar continued to fall in the middleof the quarter as the U.S. dollar marked new lifetime lows against the Euro anda series of multiyear lows against other currencies, ranging form the Swissfranc to the Australian dollar. The U.S. dollar’s weakness stemmed from anumber of factors, including soft U.S. economic data and prospects for moreinterest rate cuts. Profits continued to be posted to the Partnership as theU.S. dollar continued its decline in March, setting new lows against the Euroand the Swiss franc, and reaching its weakest level against the Japanese yensince 1995. As the U.S. economic outlook continued to deteriorate and the interestrate differential widened at the expense of the U.S. dollar, its position as alow yielding currency remained the main factor behind its declining value.Losses were posted to the Partnership at the beginning of the second quarterdue to the U. S. dollar initially dropping to another record low against theEuro, only to rebound later in the month of April causing the Partnershipto liquidate some of its short U.S. dollar positions. Trading in currenciesproduced small losses in the middle of the quarter for the Partnership as theenvironment turned more favorable for the U.S. dollar as the price action wasmostly range bound when compared to the high volatility of previous months. TheU.S. dollar’s link to oil prices was one of the factors that kept it in arelatively tight price range against other major currencies. Negative economicnews was prevalent throughout the month of June, starting with an employmentreport in the United Sates that showed the largest month to month increase inthe jobless rate since February 1986. The Partnership posted profits asthe second quarter ended due to profits from a stronger Swiss franc and theU.S. dollar losing value. Losses were posted to the Partnership at thebeginning of the third quarter as the U. S. dollar moved up against thePartnership’s short positions. The U.S. dollar continued to gain against othermajor currencies especially the British pound. Although the Partnership’s longU.S. dollar positions against the British pound, the Japanese yen, and the NewZealand dollar generated profits, they were not enough to offset the lossessustained from the Partnership’s short U.S. dollar trades against the Euro, theSwiss Franc and the Australian dollar posting losses to the Partnership in themiddle of the quarter. Losses were posted to the Partnership at the end of thethird quarter as market volatility reached record levels. Profits were postedto the Partnership at the beginning through the middle of the fourth quarter.Trading conditions in currencies were exceptionally thin and the markets weretherefore prone to volatile moves. The U.S. dollar turned weaker at the end ofthe year which contributed to losses being posted for the Partnership.

 

The interest rate sector posted profits to thePartnership. Unprecedented actions by the U.S. Federal Reserve appeared to bedriving the markets in January. Concerns about the housing and credit marketsas well as deteriorating economic fundamentals prompted the U.S. FederalReserve to cut interest rates. The decline in U.S. interest rates was the majorsource of profits being posted to the Partnership at the beginning of thequarter. Both domestic and foreign interest rate markets moved in favor of thePartnership’s positions posting profits for the Partnership in the middle ofthe quarter.  Losses were posted to thePartnership at the end of the quarter as the markets switched direction andmoved against the Partnership’s long positions. Losses were posted to thePartnership at the beginning of the second quarter. The key highlight among thenumerous economic reports and developments was the U.S. Federal Open MarketCommittee’s rate decision to leave interest rates on hold. In reaction to newsthat the U.S. Federal Reserve might leave interest rates on hold for some time,a number of key markets experienced volatile price actions and reversals.Profits were posted to the Partnership in the middle of the quarter due to theProgram’s positions were either liquidated (majority of domestic interest ratefutures) or switched direction (short-term foreign interest rates.).  Profits continued to be posted at the end ofthe second quarter.  Losses were postedto the Partnership at the beginning of the third quarter as trading wasnegative for this sector. Futures prices in the foreign interest rate sectorended higher in the middle of the quarter, producing moderate losses for thePartnership. Market volatility reached record levels reflecting anxiety overthe intensifying credit crisis in the U.S. financial market. Prospects for slowereconomic growth, tighter credit conditions and lower demand put pressure onboth the financial and commodity markets. After the United States House ofRepresentatives voted down a financial rescue package the markets respondednegatively and tumbled, causing losses to be posted to the Partnership at theend of the third quarter. Profits were posted to the Partnership at thebeginning of the fourth quarter. The interest rate market rallied in November asinvestors moved from falling stocks to government debt. Yields on the 2, 5, 10and 30 U.S. bonds touched historic lows during the month. Growing demand forgovernment securities in general was based on expectations that central bankswould cut interest rates further. The year ended with the interest rate sectorposting profits for the Partnership due to the U.S. Federal Reserve’s zerointerest policy.

 

The metals sector posted profits to the Partnership.Gold prices rallied at the beginning of the year setting a record of $936.30 anounce which was not enough to offset the losses posted to the Partnership earlyin the first quarter. The metals sector rallied in the middle of the quarterposting profits for the Partnership. Commodity prices rose to unprecedentedlevels during the month of March with crude oil reaching $110 a barrel andgold reaching $1,000 per

 

20

----

 

ounce for the first time.There was an aggressive sell-off in the commodity complex later in March, whicherased gains that were achieved earlier in the month. Gold and crude oilexperienced their biggest one-day price correction in years. As a result, thePartnership’s exposure in the commodity sector was reduced considerably. Losseswere posted to the Partnership at the beginning of the second quarter throughthe middle due to a volatile market. The second quarter ended with profitsposted to the Partnership due to the long positions in copper and aluminum.Trading in metals was unprofitable for the Partnership as demand slowed aroundthe world, prices for base metals fell which contributed to the losses postedto the Partnership throughout the third quarter.  Trading in metals produced profits beingposted to the Partnership at the beginning of the fourth quarter due to thePartnership participating in many pronounced price trends. Losses were postedto the Partnership in the middle of the quarter due to the volatility in theglobal markets. The year ended with profits posted to the Partnership despitethe most difficult trading conditions and unprecedented volatility that definedthe markets for most of the year.

 

The agriculture sector posted profits to thePartnership. Profits were posted to the Partnership at the beginning throughthe middle of the first quarter due to a powerful rally in grains.  The end of the first quarter generated lossesfor the Partnership due to increased volatility and trend reversals.  Profits were posted to the Partnership at thebeginning through the middle of the second quarter. However, heavy flooding inthe Midwest section of the United States contributed to losses being posted tothe Partnership at the end of the second quarter as the price of grains weredriven up. Soybean meal traded near all time high however, these gains wereoffset by losses in cotton and sugar. The Partnership exited their shortpositions in these markets as prices bounced upward. Losses were posted to thePartnership at the beginning of the third quarter due to the volatility in themarket. Profits were posted to the Partnership from the middle through the endof the third quarter as cotton was the best performing market as prices movedin favor of the Partnership’s short positions. Profits were posted to thePartnership at the beginning through the middle part of the fourth quarter inlieu of market volatility. Losses were posted to the Partnership as the yearended due to extreme volatility in the markets.

 

Year ended December 31, 2007

 
| ** **               | ** ** | **Total Trading  Profit (Loss)** | ** ** |
|--------------------------|------------|----------------------------------|------------|
| Energy                   |       | $                                | 12,315,951 |   |
| Currencies               |       | 7,513,761                        |       |
| Agricultural Commodities |       | 3,750,546                        |       |
| Interest Rates           |       | 2,846,258                        |       |
| Stock Indices            |       | (7,861,021                       | )          |
| Metals                   |       | (6,673,210                       | )          |
|                     |       | $                                | 11,892,285 |   |

 

The Partnership experienced a net trading profit before brokeragecommissions and related fees for the year ended December 31, 2007 of$11,892,285. Profits were primarily attributable to the Partnership’s tradingin energy, currency, agriculture, and interest rate sectors while the stockindices and metal sectors sustained losses.

 

The energy sector posted profits for the Partnership.The year began with profits posted to the Partnership due to the United Statescrude futures falling to a twenty month low. Declining energy prices reachedprofit target levels resulting in a partial liquidation of the Partnership’sshort energy positions. Rising inventories and warm weather were the primarydrivers of the downward move. Despite initial weakness, the oil complex movedupward beginning mid-quarter and remained volatile with crude oil reaching atwo-month high when the price rose above $60.00 a barrel. This move contributedheavily to the sector losses suffered by the Partnership’s short energypositions. Crude oil initially weakened and then rallied due to uncertaintyover the hostage situation between the United Kingdom and Iran. Due to thevolatility of the markets trading was difficult and relatively flat throughoutthe second quarter. The third quarter was profitable for the Partnership due tooil prices moving to record highs. The cut in interest rates, rising energydemands and forecasts for continued declines in U.S. inventories were among themajor factors behind the rally. The year ended as prices continued to movehigher. Crude oil approached $100.00 per barrel after the United States crude

 

21

----

 

inventories fell morethan expected. News of the assassination of the former Pakistani Prime Ministeralso contributed to the rise.

 

The currency sector posted profits for thePartnership. There were gains at the beginning of the year due to longpositions in the British pound against the Swiss franc, the Euro and theJapanese yen. The British pound continued to strengthen against most majorcurrencies due to rising United Kingdom interest rates reaching a two year highagainst the Euro and an eight year high against the Japanese yen. Profitscontinued to be posted through the second quarter as the U. S. dollar droppedto an all time low against the Euro and hit multiyear lows against other majorand minor currencies. Sentiment towards the U.S. dollar remained negative inreaction to the disappointing United States economic data. Therefore, longpositions in the Euro, British pound, Australian dollar, and New Zealand dollargenerated solid gains against the U.S. dollar. Volatility and uncertaintyreturned to the currency market at the beginning of the third quarter asdeclines in global equity markets prompted position liquidation in the currencysector. Sunrise Expanded Diversified Program (“SEDP”) short positions in theJapanese yen suffered losses when the currency moved higher against its majorcounterparts. Losses continued to be posted to the Partnership during the midthird quarter in reaction to developments in the global financial system as theJapanese yen rallied while the British pound, Euro, Australian dollar and theNew Zealand dollar weakened sharply as investors reduced their exposure to highyielding carry trades. As a result, SEDP liquidated a large portion of itsshort Japanese yen crosses and a large portion of its long positions in minorcurrencies. The U.S. dollar hit a series of new record lows against the Euroafter the Federal Reserve cut its short-term lending rate by half point on September 18,2007. The interest rate adjustment was a result of developments in thefinancial markets. It was negative for the U.S. dollar, with an outlook forless favorable interest rate differentials. Higher yielding currencies, likethe Euro, Australian dollar, and the New Zealand dollar, showed gains after theFederal Reserves announcement. The trend of the lower U.S dollar and strongercommodity prices enabled SEDP to post profits for the Partnership at the end ofthe third quarter. The year ended with the British pound trading very close toall-time lows versus the Euro, which made SEDP’s short positions in the Britishpound versus the Euro the most profitable for the currency sector.

 

The agriculture sector posted profits for thePartnership. Trading in sugar was profitable at the beginning of the year asprices continued to decline. Soybeans and soybean meal futures rallied due tonew contract highs on the possibility of planting and weather problems.However, the first quarter ended with losses posted to the Partnership due toweakened commodities prices causing the Partnership to exit most of SEDP’s longpositions. Soybeans, wheat and cotton soared at the beginning of the secondquarter due to the acreage and stock reports as well as weather forecasts.However, this could not offset the losses incurred mid through the end of thesecond quarter as price action in agricultural commodities remained verychoppy. Wheat generated profits for the Partnership third quarter as the marketclimbed to an all-time high due to global production problems, a pre-existingtight inventory, and technical strength. Grains continued to rally at the end of the third quarter mainly due todemand from the growing economies of Asia and Latin America posting profits forthe Partnership. Profits continued to be posted for the Partnership as the yearended in response to a growing global demand.

 

The interest rate sector posted profits for thePartnership. Performance in the interest rate markets were mixed at thebeginning of the year due to yields rising in most major markets, except Japanwith moderate profits being generated in European interest rates futures.Losses were also incurred at the end of the first quarter as investors fled tosafer alternatives and drove the market higher, against the Partnership’s shortpositions. Performance in the interest rate markets were mixed at the beginningof the second quarter due to domestic interest rate futures posting losses asthe United States Federal Reserve was still on hold since last summer regardinginterest rate adjustments. A number of equity markets reached new historichighs during the second quarter. In reaction to continued global expansion andstrong economic growth, the European Central Bank raised interest rates to curbinflationary pressures resulting in the price of European debt instruments tomove down, in favor of the SEDP’s short positions. The trends of rising stocksand interest rates switched sharply at the beginning of the third quarterforcing SEDP out of some profitable positions. The interest rate market ralliedas investors moved into the traditional safety of government bonds, whichgenerated losses for SEDP.  Trading ininterest rate futures also produced losses mid-quarter as investors moved fromstocks to less risky government securities and pushed prices higher against theagainst SEDP’s short positions. These short positions were quickly liquidatedand long positions were initiated for some shorter-term systems. The thirdquarter ended with interest rate sector posting profits to the Partnership asprices moved higher in favor of SEDP’s long positions.  The interest rate sector faced a volatilemarket producing losses in December. Treasury prices moved lower during thefirst half of December

 

22

----

 

2007 and finished theyear higher, ultimately supported by economic data.

 

The metals sector posted losses for the Partnership.Due to the volatility of the markets trading was difficult at the beginning ofthe year. There were no positions in the metal markets due to a lack of trendsand/or unacceptable volatility which continued through the second quarter.  Base and precious metals posted losses asprices declined across the board. Weakness in metals was a reflection of risinginventories which triggered heavy position liquidation resulting in lossesbeing posted to the Partnership.  Profitswere posted to the Partnership at the beginning of the third quarter in spiteof the volatile markets and a difficult trading environment. Global growthremained strong as demand for commodities that are priced in dollars grew asgold prices moved higher posting solid profits. Gold extended its upward trendand traded above $800.00 an ounce in at the beginning of the fourth quarter.The upward trend in gold continued at the end of the year as strong demandhelped drive prices higher. Industrial metals moved in favor of SEDP’s shortpositions which generated profits for the Partnership as the year ended.

 

Stock indices posted losses for the Partnership.Equity markets performed well at beginning of the year due to soft inflationand solid economic growth creating a positive environment for equities as longtrades in both domestic and foreign stock indices recorded profits. However,mid-quarter generated losses due to most major stock indices had been at theirlong-term high and the Partnership had to liquidate a small portion of its longposition on profit targets and continued to decline to the end of the firstquarter. The beginning of the second quarter trading was profitable in theglobal stock market indices as favorable reports on economic growth abroad andcorporate profits helped drive stock markets into record territory. The marketexperienced sharp up and down moves as the second quarter ended producinglosses for the Partnership that were offset by gains from foreign stock indexfutures. The steepest losses were recorded at the beginning of the thirdquarter in global stock indices as stock prices fell sharply just days aftersetting record highs. Various pieces of unfavorable economic news sent thestock market down: concerns about the state of the U.S. credit and housingmarkets, corporate borrowing and mixed corporate results. Losses continued tobe posted to the Partnership through the end of the third quarter due todramatic price reversals as well as major position adjustments in the financialsector around the world. Developments in the credit markets and worries aboutthe financial system negatively impacted the stock market and the Partnershiprecorded losses as the market suffered a major price correction as the yearended.

 

Variables Affecting Performance

 

The principal variables that determine the netperformance of the Partnership are gross profitability from the Partnership’strading activities and interest income.

 

The partnership receives an interest based on the 90day t-bill rate on their U.S. dollar deposits. Other rates exist for the non U.S. dollar deposits, however, most of thePartnership’s cash is held in U.S. dollars. The current short term interest rates have remained extremely low whencompared with historical rates and thus has contributed negligible amounts tooverall Partnership performance.

 

During all periods set forth above in “SelectedFinancial Data”, the interest rates in many countries were at unusually lowlevels. In addition, low interest rates are frequently associated with reducedfixed income market volatility, and in static markets the Partnership’s profitpotential generally tends to be diminished. On the other hand, during periods of higher interest rates, the relativeattractiveness of a high risk investment such as the Partnership may be reducedas compared to high yielding and much lower risk fixed-income investments.

 

The Partnership’s Brokerage Commissions andAdministrative Fees are a constant percentage of the Partnership costs, otherthan the insignificant currency trading costs which are not based on apercentage of the Partnership’s assets allocated to trading or total. TheProfit Shares payable to the Advisor are based on the new Trading Profitsgenerated by the Partnership excluding interest and after reduction for aportion of the Brokerage Commissions.

 

Unlike many investment fields, there is no meaningfuldistinction in the operation of the Partnership between realized and unrealizedprofits.  Most of the contracts traded bythe Partnership are highly liquid and can be closed out at any time.

 

23

----

 

Except in unusual circumstances, factors—regulatoryapprovals, cost of goods sold, employee relations and the like—which oftenmaterially affect an operating business, have no material impact on thePartnership.

 

***Liquidity;Capital Resources***

*** ***

The Partnership borrows only to a limited extent andonly 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’sU.S. dollar deposits. These borrowings are at a prevailing short-term rate inthe relevant currency.

 

Substantially all of the Partnership’s assets are heldin cash. The Net Asset Value of the Partnership’s cash is not affected byinflation. However, changes in interest rates could cause periods of strong upor down price trends, during which the Partnership’s profit potential generallyincreases. Inflation in commodity prices could also generate price movements,which the strategies might successfully follow.

 

Because substantially all of the Partnership’s assets areheld in cash, the Partnership should be able to close out any or all of itsopen trading positions and liquidate any or all of its securities holdingsquickly and at market prices, except in very unusual circumstances. Thispermits the Partnership to limit losses as well as reduce market exposure onshort notice should its strategies indicate doing so. In addition, becausethere is a readily available market value for the Partnership’s positions andassets, the Partnership’s monthly Net Asset Value calculations are precise, andinvestors need only wait ten business days to receive the full redemptionproceeds of their Units.

 

As a commodity pool, the Partnership maintains anextremely large percentage of its assets in cash, which it must have availableto post initial and variation margin on futures contracts.  This cash is also used to fundredemptions.  While the Partnership hasthe ability to fund redemption proceeds from liquidating positions, as apractical matter positions are not liquidated to fund redemptions.  In the event that positions were liquidatedto fund redemptions, MLAI, as the General Partner of the Partnership, has theability to override decisions of the Trading Advisor to fund redemptions if necessary,but in practice the Trading Advisor would determine in its discretion whichinvestments should be liquidated.

 

(The Partnership has no applicable off-balance sheetarrangements or tabular disclosure of contractual obligations of the typedescribed in Items 3.03(a)(4) and 3.03(a)(5) of Regulation S-K)

 

***RecentAccounting Developments***

 

Recent Accounting developments are discussed inExhibit 13.01

 

** **

**Item 7A: Quantitativeand Qualitative Disclosures About Market Risk**

** **

**Introduction**

** **

The Partnership is a speculative commodity pool. Themarket sensitive instruments held by it are acquired for speculative tradingpurposes and all or substantially all of the Partnership’s assets are subjectto the risk of trading loss.  Unlike anoperating company, the risk of market sensitive instruments is integral, notincidental, to the Partnership’s main line of business.

 

Market movements result in frequent changes in thefair market value of the Partnership’s open positions and, consequently, in itsearnings and cash flow. The Partnership’s market risk is influenced by a widevariety of factors, including the level and volatility of interest rates,exchange rates, equity price levels, the market value of financial instrumentsand contracts, the diversification effects among the Partnership’s openpositions and the liquidity of the markets in which it trades.

 

24

----

 

The Partnership, under the direction of Sunrise,rapidly acquires and liquidates both long and short positions in a wide rangeof different markets.  Consequently, itis not possible to predict how a particular future market scenario will affectperformance, and the Partnership’s past performance is not necessarilyindicative of its future results.

 

Value at Risk is a measure of the maximum amount whichthe Partnership could reasonably be expected to lose in a given market sector.However, the inherent uncertainty of the Partnership’s speculative trading andthe recurrence in the markets traded by the Partnership of market movements farexceeding expectations could result in actual trading or non-trading losses farbeyond 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 anduncertainties intrinsic to all future projections, the quantifications includedin this section should not be considered to constitute any assurance orrepresentation that the Partnership’s losses in any market sector will belimited to Value at Risk or by the Partnership’s attempts to manage its marketrisk.

 

**Quantifying The Partnership’s Trading Value At Risk**

** **

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding thePartnership’s market risk exposures contain “forward-looking statement” withinthe meaning of the safe harbor from civil liability provided for suchstatements by the Private Securities Litigation Reform Act of 1995 (set forthin Section 27Aof the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934).  Allquantitative disclosures in this section are deemed to be forward-lookingstatements for purposes of the safe harbor, except for statements of historicalfact.

 

The Partnership’s risk exposure in the various marketsectors traded by the Advisor is quantified below in terms of Value atRisk.  Due to the Partnership’s fairvalue accounting, any loss in the fair value of the Partnership’s openpositions is directly reflected in the Partnership’s earnings (realized orunrealized) and cash flow (at least in the case of exchange-traded contracts inwhich profits and losses on open positions are settled daily through variationmargin).

 

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

 

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

 

100% positive correlation in the different positionsheld in each market risk category has been assumed.  Consequently, the margin requirementsapplicable to the open contracts have been aggregated to determine each tradingcategory’s aggregate Value at Risk.  Thediversification effects resulting from the fact that the Partnership’spositions are rarely, if ever, 100% positively correlated have not beenreflected.

 

25

----

 

**The Partnership’s Trading Value at Risk in DifferentMarket Sectors**

** **

The following table indicates the average, highest andlowest trading Value at Risk associated with the Partnership’s open positionsby market category for the fiscal years 2009, 2008 and 2007. During the fiscalyear 2009, the Partnership’s average capitalization was $196,776,157. Duringthe fiscal year 2008, the Partnership’s average capitalization was$224,567,351. During the fiscal year 2007, the Partnership’s averagecapitalization was $288,689,351.

 

**December 31, 2009**

 
| **Market Sector**        | ** ** | **Average  Value at Risk** | ** ** | **% of  Average  Capitalization** | ** ** | **Highest  Value  At Risk** | ** ** | **Lowest  Value  At Risk** | ** ** |
|--------------------------|------------|----------------------------|------------|-----------------------------------|------------|-----------------------------|------------|----------------------------|------------|
|                     |       |                       |       |                              |       |                        |       |                       |       |
| Currencies               |       | $                          | 2,417,454  |                              | 1.23       | %                           | $          | 6,804,670                  |       | $ | 302,519 |   |
| Metals                   |       | 1,085,189                  |       | 0.55                              | %          | 2,601,734                   |       | 28,644                     |       |
| Stock Indices            |       | 1,638,904                  |       | 0.83                              | %          | 3,638,003                   |       | 283,478                    |       |
| Interest Rates           |       | 4,383,874                  |       | 2.23                              | %          | 7,770,681                   |       | 1,687,269                  |       |
| Energy                   |       | 942,800                    |       | 0.48                              | %          | 2,177,794                   |       | 15,364                     |       |
| Agricultural Commodities |       | 238,360                    |       | 0.12                              | %          | 1,168,664                   |       | —                     |       |
|                     |       |                       |       |                              |       |                        |       |                       |       |
| TOTAL                    |       | $                          | 10,706,581 |                              | 5.44       | %                           | $          | 24,161,546                 |       | $ | 2,317,274 |   |

 

**December 31, 2008**

 
| **Market Sector**        | ** ** | **Average  Value at Risk** | ** ** | **% of Average  Capitalization** | ** ** | **Highest  Value  At Risk** | ** ** | **Lowest  Value  At Risk** | ** ** |
|--------------------------|------------|----------------------------|------------|----------------------------------|------------|-----------------------------|------------|----------------------------|------------|
|                     |       |                       |       |                             |       |                        |       |                       |       |
| Currencies               |       | $                          | 1,720,373  |                             | 0.77       | %                           | $          | 7,650,023                  |       | $ | 77,773 |   |
| Metals                   |       | 507,761                    |       | 0.23                             | %          | 3,195,563                   |       | 30,914                     |       |
| Stock Indices            |       | 1,056,921                  |       | 0.47                             | %          | 4,437,960                   |       | —                     |       |
| Interest Rates           |       | 10,969,318                 |       | 4.88                             | %          | 21,989,395                  |       | 2,371,171                  |       |
| Energy                   |       | 510,246                    |       | 0.23                             | %          | 2,290,531                   |       | —                     |       |
| Agricultural Commodities |       | 476,983                    |       | 0.21                             | %          | 3,602,638                   |       | 23,638                     |       |
|                     |       |                       |       |                             |       |                        |       |                       |       |
| TOTAL                    |       | $                          | 15,241,602 |                             | 6.79       | %                           | $          | 43,166,110                 |       | $ | 2,503,496 |   |

 

**December 31, 2007**

 
| **Market Sector**        | ** ** | **Average  Value at Risk** | ** ** | **% of  Average  Capitalization** | ** ** | **Highest  Value  At Risk** | ** ** | **Lowest  Value  At Risk** | ** ** |
|--------------------------|------------|----------------------------|------------|-----------------------------------|------------|-----------------------------|------------|----------------------------|------------|
|                     |       |                       |       |                              |       |                        |       |                       |       |
| Currencies               |       | $                          | 6,528,563  |                              | 2.26       | %                           | $          | 78,342,752                 |       | $ | 1,273,153 |   |
| Metals                   |       | 965,803                    |       | 0.33                              | %          | 11,589,631                  |       | —                     |       |
| Stock Indices            |       | 3,084,338                  |       | 1.07                              | %          | 37,012,055                  |       | 520,573                    |       |
| Interest Rates           |       | 22,335,459                 |       | 7.74                              | %          | 268,025,512                 |       | 3,455,553                  |       |
| Energy                   |       | 1,452,389                  |       | 0.50                              | %          | 17,428,673                  |       | —                     |       |
| Agricultural Commodities |       | 720,811                    |       | 0.25                              | %          | 8,649,733                   |       | 27,165                     |       |
|                     |       |                       |       |                              |       |                        |       |                       |       |
| TOTAL                    |       | $                          | 35,087,363 |                              | 12.15      | %                           | $          | 421,048,357                |       | $ | 5,276,444 |   |

 

26

----

 

**MaterialLimitations on Value at Risk as an Assessment of Market Risk**

 

The face value of the market sector instruments heldby the Partnership is typically many times the applicable maintenance marginrequirement (maintenance margin requirements generally ranging betweenapproximately 1% and 10% of contract face value) as well as many times thecapitalization of the Partnership.  Themagnitude of the Partnership’s open positions creates a “risk of ruin” nottypically found in most other investment vehicles.  Because of the size of its positions, certainmarket 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 wellas the past performance of the Partnership — gives no indication of this “riskof ruin.”

 

**Non-Trading Risk**

** **

ForeignCurrency Balances; Cash on Deposit with MLPF&S

 

The Partnership has non-trading market risk on itsforeign cash balances not needed for margin. However, these balances (as wellas the market risk they represent) are immaterial.

 

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

 

**Qualitative Disclosures Regarding Primary TradingRisk Exposures**

** **

The following qualitative disclosures regarding thePartnership’s market risk exposures — except for (i) those disclosuresthat are statements of historical fact and (ii) the descriptions of howthe Partnership manages its primary market risk exposures — constituteforward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Securities Exchange Act. ThePartnership’s primary market risk exposures as well as the strategies used andto be used by MLAI and Sunrise for managing such exposures are subject to numerousuncertainties, contingencies and risks, any one of which could cause the actualresults of the Partnership’s risk controls to differ materially from theobjectives of such strategies. Government interventions, defaults andexpropriations, illiquid markets, the emergence of dominant fundamentalfactors, political upheavals, changes in historical price relationships, and aninflux of new market participants, increased regulation and many other factorscould result in material losses as well as in material changes to the riskexposures and the risk management strategies of the Partnership. There can beno assurance that the Partnership’s current market exposure and/or riskmanagement strategies will not change materially or that any such strategieswill be effective in either the short- or long-term. Investors must be preparedto lose all or substantially all of the time value of their investment in thePartnership.

 

The following were the primary trading risk exposuresof the Partnership as of December 31, 2009, by market sector.

 

**Interest Rates****.**

 

Interest rate movements directly affect the price ofderivative sovereign bond positions held by the Partnership and indirectly thevalue of its stock index and currency positions. Interest rate movements in onecountry as well as relative interest rate movements between countriesmaterially impact the Partnership’s profitability. The Partnership’s primaryinterest rate exposure is to interest rate fluctuations in the United Statesand the other G-7 countries.  However,the Partnership also takes positions in the government debt of smaller nationse.g., Australia. The Partnership anticipates that G-7 interest rates willremain the primary market exposure of the Partnership for the foreseeablefuture.

 

**Currencies****.**

 

The Partnership trades in a number of currencies.However, the Partnership’s major exposures have typically been in the U.S.dollar/Japanese yen, U.S. dollar/Euro, and U.S. dollar/Australian dollar andU.S. dollar/Swiss franc positions. The Partnership does not anticipate that therisk profile of the Partnership’s currency sector will change significantly inthe future. The currency trading Value at Risk figure includes foreign marginamounts converted into U.S. dollars with an incremental adjustment to reflectthe exchange rate risk of maintaining Value at Risk in a functional currencyother than U.S. dollars.

 

27

----

 

**Stock Indices****.**

 

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

 

**Metals****.**

 

The Partnership’s metals market exposure is tofluctuations in both the price of precious and non-precious metals.

 

**Agricultural Commodities**

 

The Partnership’s primary agricultural commoditiesexposure is to agricultural price movements which are often directly affectedby severe or unexpected weather conditions. Soybeans, grains, cotton and sugaraccounted for the substantial bulk of the Partnership’s agriculturalcommodities exposure as of December 31, 2007. However, it is anticipatedthat Sunrise will maintain an emphasis on cotton, grains and sugar, in whichthe Partnership has historically taken its largest positions.

 

**Energy****.**

 

The Partnership’s primary energy market exposure is tonatural gas and crude oil price movements, often resulting from politicaldevelopments in the Middle East. Oil prices can be volatile and substantial profitsand losses have been and are expected to continue to be experienced in thismarket.

 

**Qualitative Disclosures Regarding Non-Trading RiskExposure**

** **

The following were the only non-trading risk exposuresof the Partnership as of December 31, 2009.

 

**Foreign Currency Balances****.**

 

The Partnership’s primary foreign currency balancesare in Japanese Yen, Australian dollar, Swiss franc and Euros.

 

**U.S. Dollar Cash Balance****.**

 

The Partnership holds U.S. dollars only in cash atMLPF&S or BlackRock. The Partnership has immaterial cash flow interest raterisk on its cash on deposit with MLPF&S in that declining interest rateswould cause the income from such cash to decline.

 

**Qualitative Disclosures Regarding Means of ManagingRisk Exposure**

 

Trading Risk

 

MLAI has procedures in place intended to controlmarket risk, although there can be no assurance that they will, in fact,succeed in doing so. These procedures focus primarily on monitoring the tradingof the Advisor, calculating the Net Asset Value of the Partnership accountmanaged by the Advisor as of the close of business on each day and reviewingoutstanding positions for over-concentrations. While MLAI does not itselfintervene in the markets to hedge or diversify the Partnership’s marketexposure, MLAI may urge the Advisor to reallocate positions in an attempt toavoid over-concentrations.  However, suchinterventions are unusual. Sunrise applies its own risk management policies toits trading.

 

28

----

 

Sunrise Risk Management

 

Sunrise attempts to control risk through theutilization of proprietary risk management techniques, which are applied at allstages of the trading process. These techniques are designed to control allaspects of portfolio, market, and execution risk, with the stated goal ofmaintaining Sunrise’s historical rates of returns without increased volatility.

 

The basis for Sunrise’s risk management system is itsscientific approach and historical research. This process attempts to measurethe correlation and performance characteristics associated with variousweightings assigned to different markets and sectors. Sunrise allocates equityrisk to each market and market sector in an effort to minimize the possibilitythat any one market or sector has a disproportionate influence on theportfolio. Overall, portfolio exposure, drawdown and recovery periods arecarefully studied.

 

Sunrise uses filters that attempt to avoid takingtrades with poor risk/reward characteristics. In addition, once a trade istaken, an array of exit strategies are employed that attempt to protect openprofits while exiting positions that fail to trend in the expected direction.Initial money stops are strictly followed and factors that would make itdifficult to execute trades, such as reduced liquidity or extreme marketdevelopments, are also incorporated in the trading decision and risk managementprocesses.

 

Other risk factors such as foreign currency risk whentrading in non-U.S. markets, custodian risk, and counterparty risk when tradingin the over-the counter markets are taken into account and play an importantpart of Sunrise’s overall risk management process. Sunrise uses onlycounterparties and brokers to execute trades that it and the market generallyperceive as creditworthy. The majority of trades are done with institutionswith which Sunrise has long-term relationships.

 

Non-Trading Risk

 

The Partnership controls the non-trading exchange raterisk by regularly converting foreign balances back into U.S. dollars at leastonce per week, and more frequently if a particular foreign currency balancebecomes unusually high.

 

The Partnership has cash flow interest rate risk onits cash on deposit with MLPF&S in that declining interest rates wouldcause the income from such cash to decline. However, a certain amount of cashor cash equivalents must be held by the Partnership in order to facilitatemargin payments and pay expenses and redemptions. MLAI does not take any stepsto limit the cash flow risk on its cash held on deposit at MLPF&S and inthe BlackRock sponsored money market mutual fund.

 

**Item 8:  FinancialStatements and Supplementary Data**

 

NetIncome by QuarterEight Quarters through December 31, 2009

 
| ** **                                  | ** ** | **Fourth  Quarter  2009** | ** ** | **Third  Quarter  2009** | ** ** | **Second  Quarter  2009** | ** ** | **First  Quarter  2009** | ** ** | **Fourth  Quarter  2008** | ** ** | **Third  Quarter  2008** | ** ** | **Second  Quarter  2008** | ** ** | **First  Quarter  2008** | ** ** |
|---------------------------------------------|------------|---------------------------|------------|--------------------------|------------|---------------------------|------------|--------------------------|------------|---------------------------|------------|--------------------------|------------|---------------------------|------------|--------------------------|------------|
| Total Income (Loss)                         |       | $                         | 6,994,347  |                     | $          | 12,892,573                |       | $                        | 4,411,915  |                      | $          | (7,911,106               | )          | $                         | 42,882,026 |                     | $          | (13,099,118 | ) | $ | 11,510,363 |   | $ | 40,582,890 |   |
| Total Expenses                              |       | 4,029,339                 |       | 3,644,882                |       | 2,659,707                 |       | 3,003,082                |       | 12,549,373                |       | (483,240                 | )          | 5,460,868                 |       | 12,197,531               |       |
| Net Income (Loss)                           |       | $                         | 2,965,008  |                     | $          | 9,247,691                 |       | $                        | 1,752,208  |                      | $          | (10,914,188              | )          | $                         | 30,332,653 |                     | $          | (12,615,878 | ) | $ | 6,049,495 |   | $ | 28,385,359 |   |
|                                        |       |                      |       |                     |       |                      |       |                     |       |                      |       |                     |       |                      |       |                     |       |
| Weighted average units                      |       | 608,950                   |       | 621,824                  |       | 646,928                   |       | 681,670                  |       | 725,016                   |       | 780,054                  |       | 829,950                   |       | 890,742                  |       |
|                                        |       |                      |       |                     |       |                      |       |                     |       |                      |       |                     |       |                      |       |                     |       |
| Net Income (Loss) per weighted average Unit |       | $                         | 4.87       |                     | $          | 14.87                     |       | $                        | 2.71       |                      | $          | (16.01                   | )          | $                         | 41.84      |                     | $          | (16.17 | ) | $ | 7.29 |   | $ | 31.87 |   |

 

The financial statements required by this Item areincluded in Exhibit 13.01.

 

29

----

 

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

 

**Item 9:  Changesin and Disagreements with Accountants on Accounting and Financial Disclosure**

** **

The Board of Managers of MLAI dismissed Deloitte &Touche as the independent registered public accounting firm for the Partnershipeffective April 20, 2009.  The Boardof Managers of the Partnership approved the engagement of PricewaterhouseCoopersLLP as the independent registered public accounting firm of the Partnership,effective April 20, 2009.

 

There were no disagreements with the respective independentregistered public accounting firms on accounting and financial disclosure.

 

**Item 9A(T): Controls andProcedures**

 

MLAI’s Chief Executive Officer and the Chief FinancialOfficer, on behalf of the Partnership, has evaluated the effectiveness of thedesign and operation of its disclosure controls and procedures with respect tothe Partnership as of and for the year which ended December 31, 2009, and,based on its evaluation, has concluded that these disclosure controls andprocedures are effective.

 

*Changes inInternal Control over Financial Reporting*

* *

No change in internal control over financial reporting(as defined in Rule 13a-15(f) under the Securities Exchange Act of1934) occurred during the quarter ended December 31, 2009 that hasmaterially affected, or is reasonable likely to materially affect, thePartnership’s internal control, over financial reporting.

 

*Management’sReport on Internal Control over Financial Reporting:*

* *

The Partnership’s management is responsible forestablishing and maintaining adequate internal control over financialreporting.  The Partnership’s internalcontrol over financial reporting is a process designed under the supervision ofMLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf ofthe Partnership and is effected by management, other personnel and serviceproviders to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles and includedthose policy and procedures that:

 

·                                          Pertain to the maintenance of recordsthat in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Partnership.

 

·                                          Provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the Partnership are being made only inaccordance with authorizations of management and directors of the Partnership;and

 

·                                          Provide reasonable assurance regardingprevention or timely detection of unauthorized acquisitions, use or dispositionof the Partnership’s assets that could have a material effect on the financialstatements.

 

Because of its inherent limitations, internal controlover financial reporting can provide only reasonable assurance with respect tofinancial statement preparation and presentation.  Projections of any evaluation ofeffectiveness to future periods are subject to the risks that controls maybecome inadequate because of changes in condition, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

30

----

 

The Partnership’s management assessed theeffectiveness of the Partnership’s internal control over financial reporting asof December 31, 2009.  In makingthis assessment, management used the criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission (COSO) in “InternalControl-Integrated Framework”.

 

Based on its assessment the Partnership’s managementconcluded that at December 31, 2009, the Partnership’s internal controlover financial reporting was effective.

 

This annual report does not include an attestationreport of the Partnership’s independent registered public accounting firmregarding internal control over financial reporting. Management’s report wasnot subject to attestation by the Partnership’s independent registered publicaccounting firm pursuant to temporary rules of the Securities and ExchangeCommission that permit the Partnership to provide only management’s report forthis annual report.

 

**Item 9B: Other Information**

 

Not Applicable

 

# ***PART III***

# * *

**Item 10:  Directors,Executive Officers and Corporate Governance**

** **

10(a) and 10(b)  Identification ofDirectors and Executive Officers:

 

As a limited partnership, the Partnership has noofficers or directors and is managed by its general partner MLAI. Tradingdecisions are made by Sunrise on behalf of the Partnership.

 

The managers and executive officers of MLAI and theirrespective business backgrounds are as follows:

 
| **Justin  C. Ferri**  |   | Chief Executive  Officer, President and Manager |
|-----------------------|--------|-------------------------------------------------|
|                  |   |                                            |
| **Barbra  E. Kocsis** |   | Chief Financial  Officer                        |
|                  |   |                                            |
| **Deann Morgan**      |   | Vice President and Manager                      |

 

Justin C. Ferri is the ChiefExecutive Officer, President and Manager of MLAI. Mr. Ferri, 34 years old,has been the Chief Executive Officer and President of MLAI since August 2009.Mr. Ferri has been a Manager of MLAI and has been listed as a principal ofMLAI since July 29, 2008. He has been registered with NFA as an associatedperson of MLAI since September 11, 2009. He also serves as ManagingDirector within the Merrill Lynch Global Wealth & InvestmentManagement group and the Global Investments Solutions group (“GWIM” and “GIS,”respectively), responsible for heading GWIM’s Alternative Investments business.In addition, Mr. Ferri serves as Vice President of IQ Investment AdvisorsLLC (“IQ”), an indirect, wholly-owned investment adviser subsidiary of MerrillLynch & Co., and serves as President of each of IQ’s publicly tradedclosed-end mutual fund companies. Prior to his role in GIS, Mr. Ferri wasa Director in the MLPF&S Global Private Client Market Investments &Origination group, and before that, he served as a Vice President and head ofthe MLPF&S Global Private Client Rampart Equity Derivatives team. Prior tojoining Merrill Lynch in 2002, Mr. Ferri was a Vice President within theQuantitative Development group of mPower Advisors LLC from 1999 to 2002, andprior to that, he worked in the Private Client division of J.P. Morgan &Co. He holds a B.A. degree from Loyola College in Maryland.

 

31

----

 

Barbra E. Kocsis is the Chief Financial Officer forMLAI. Ms. Kocsis, 43 years old, has been the Chief Financial Officer ofMLAI since October 2006.  Ms. Kocsishas been listed with the NFA as a principal of MLAI since May 21, 2007 andis a Director within the Merrill Lynch Global Wealth Management InvestmentServices group, positions she has held since October 2006. Prior toserving in her current roles, she was the Fund Controller of MLAI from May 1999to September 2006. Before joining MLAI, Ms. Kocsis held variousaccounting and tax positions at Derivatives Portfolio Management LLC from May 1992until May 1999, at which time she held the position of accountingdirector. Prior to that, she was an associate at Coopers & Lybrand inboth the audit and tax practices from September 1988 to February 1992.She graduated *cum laude* from Monmouth Collegewith a Bachelor of Science in Business Administration - Accounting.

 

Deann Morgan is a Vice President and Manager of MLAI. Ms. Morgan,40 years old, has been a Vice President of MLAI and Managing Director of GISsince March 2008. As Managing Director of GIS, Ms. Morgan headsAlternative Investments Origination. From April 2006 until March 2008,Ms. Morgan was a Director for Merrill Lynch’s Investments, Wealth Management &Insurance group, where she was responsible for origination of private equityand listed alternative investments. Between August 2004 and April 2006,Ms. Morgan worked for Merrill Lynch’s Investment Banking Group coveringAsian corporate clients. She received her M.B.A. from University of Chicago andher B.B.A. from University of Michigan. Ms. Morgan has been registeredwith NFA as an associated person and listed as a principal of MLAI since August 21,2009. Ms. Morgan has also been registered with NFA as an associated personof MLPF&S since April 13, 2009.

 

As of December 31, 2009, the principals of MLAIhad no investment in the Partnership, and MLAI’s general partner interest inthe Partnership was valued at $4,459,788.

 

MLAI acts as the sponsor, general partner or managerto seven public futures funds whose units of limited partner or memberinterests are registered under the Securities Exchange Act of 1934: ML AspectFutures Access LLC, ML BlueTrend FuturesAccess LLC, ML Select Futures I L.P.,ML Systematic Momentum FuturesAccess LLC, ML Transtrend DTP EnhancedFuturesAccess LLC, ML Trend-Following Futures Fund L.P, and ML WintonFuturesAccess LLC. Because MLAI serves as the sole sponsor, general partner ormanager of each of these funds, the officers and managers of MLAI effectivelymanage them as officers and directors of such funds.

 

(c)                                  Identification of Certain SignificantEmployees:

 

None.

 

(d)                                 Family Relationships:

 

None.

 

(e)                                  Business Experience:

 

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

 

(f)                                    Involvement in Certain Legal Proceedings:

 

None.

 

(g)                                 Promoters and Control Persons:

 

Not applicable.

 

(h)                                 Section 16(a) BeneficialOwnership Reporting Compliance:

 

Not applicable.

 

32

----

 

Code of Ethics:

 

MLAI and Merrill Lynch have adopted a code of ethicswhich applies to the Partnership’s (MLAI’s) principal executive officer andprincipal financial officer or persons performing similar functions on behalfof the Partnership.  A copy of the codeof ethics is available to any person, without charge, upon request by calling1-866-MER-ALTS.

 

NominatingCommittee:

 

Not applicable. (Neither the Partnership nor MLAI hasnominating committee.)

 

Audit Committee:Audit Committee Financial Expert:

 

Not applicable.(Neither the Partnership nor MLAI has an audit committee.  There are no listed shares of the Partnershipor MLAI.)

 

**Item 11:  ExecutiveCompensation**

** **

The managers and officers of MLAI are remunerated byMerrill Lynch in their respective positions. The Partnership does not have anyofficers, managers or employees.  ThePartnership pays Brokerage Commissions to an affiliate of MLAI andAdministrative Fees to MLAI.  MLAI or itsaffiliates may also receive certain economic benefits from possession of thePartnership’s U.S. dollar assets.  Themanagers and officers receive no “other compensation” from the Partnership, andthe managers receive no compensation for serving as managers of MLAI.  There are no compensation plans orarrangements relating to a change in control of either the Partnership or MLAI.

 

**Item 12:  SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters**

** **

(a)                                  Security Ownership of Certain BeneficialOwners:

 

Not applicable (The Units represent limitedpartnership interests.  The Partnershipis managed   by MLAI, its generalpartner).

 

(b)                                 Security Ownership of Management:

 

As of December 31, 2009, MLAI owned 13,916Unit-equivalent general partnership interests, which constituted 2.31% of thetotal Units outstanding, the principals of MLAI did not own any Units, and theTrading Advisor did not own any Units.

 

(c)                                  Changes in Control:

 

None.

 

(d)                                 Securities Authorized for Issuance UnderEquity Compensation Plans:

 

Not applicable.

 

33

----

 

**Item 13:  CertainRelationships and Related Transactions and Director Independence**

** **

(a)                                  Transactions between Merrill Lynch andthe Partnership

 

Some of the service providers to the Partnership areaffiliates of Merrill Lynch. However, none of the fees paid by the Partnershipto such Merrill Lynch affiliates were negotiated and such fees charged to thePartnership might be higher than would have been obtained in arms-lengthnegotiations.

 

The Partnership pays MLAI, MLPF&S and MerrillLynch affiliates substantial Brokerage Commissions and Administrative Fees aswell as bid-ask spreads on forward currency trades.  The Partnership also pays MLPF&S intereston short-term loans extended by MLPF&S to cover losses on foreign currencypositions.

 

Within the Merrill Lynch organization, MLAI is thebeneficiary of the revenues received by different Merrill Lynch entities fromthe Partnership.  MLAI controls themanagement of the Partnership and serves as its promoter.  Although MLAI has not sold any assets,directly or indirectly, to the Partnership, MLAI makes substantial profits fromthe Partnership due to the foregoing revenues.

 

No loans have been, are or will be outstanding betweenMLAI or any of its principals and the Partnership.

 

MLAI pays substantial selling commissions and trailingcommissions to MLPF&S for distributing the Units.  MLAI is ultimately paid back for theseexpenditures from the revenues it receives from the Partnership.

 

(b)                                 Certain Business Relationships:

 

MLPF&S, an affiliate of MLAI, acts as theprincipal commodity broker for the Partnership.

 

In 2009, the Partnership expensed:  (i) Brokerage Commissions of $10,958,446to MLPF&S, which included $1,984,559 in consulting fees earned by Sunrise;and (ii) Administrative Fees of $498,111 to MLAI. In addition, MLAI andits affiliates may have derived certain economic benefits from possession of aportion of the Partnership’s assets, as well as from foreign exchange and EFPtrading.

 

See Item 1(c), “Narrative Description of Business —Charges” and “— Description of Current Charges” for a discussion of otherbusiness dealings between MLAI affiliates and the Partnership.

 

(c)                                  Indebtedness of Management:

 

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

 

(d)                                 Transactions with Promoters:

 

Not applicable.

 

(e)                                  Director Independence

 

No person who served as a manager of MLAI during 2009would be considered an independent (based on the definition of an independentdirector under the NASDAQ rules).

 

**Item 14:  PrincipalAccountant Fees and Services**

** **

(a)                                  Audit Fees

 

Aggregate fees billed for professional servicesrendered by PricewaterhouseCoopers LLP in connection with the audit of thePartnership’s financial statements for the year ended December 31, 2009was $48,000.

 

Aggregate fees billed for professional servicesrendered by  Deloitte & ToucheLLP in connection with the audit of the Partnership’s financial statements forthe year ended December 31, 2008 was $48,000.

 

34

----

 

(b)                                 Audit-Related Fees

 

There were no other audit-related fees billed for theyears ended December 31, 2009 or 2008 related to the Partnership.

 

(c)                                  Tax Fees

 

No fees were billed by PricewaterhouseCoopers LLP orany member firms of PricewaterhouseCoopers and their respective affiliates forthe year ended December 31, 2009 for professional services rendered to thePartnership in connection with tax compliance, tax advice and tax planning.

 

Aggregate fees billed for professional servicesrendered by Deloitte Tax LLP or any member firms of Deloitte Touche Tohmatsuand their respective affiliates in connection with the tax compliance, tax adviceand preparation of the Partnership’s tax returns for the year ended December 31,2009 was $61,200.

 

Aggregate fees billed for professional servicesrendered by Deloitte Tax LLP or any member firms of Deloitte Touche Tohmatsuand their respective affiliates in connection with the tax compliance, adviceand preparation of the Partnership’s tax returns for the years ended December 31,2008 was $72,000.

 

(d)                                 All Other Fees

 

No fees were billed by PricewaterhouseCoopers LLP orany member firms of PricewaterhouseCoopers LLP and their affiliates for theyear ended December 31, 2009 and for any other professional services inrelation to the Partnership.

 

No fees were billed by Deloitte & Touche LLP,Deloitte Tax LLP or any member firms of Deloitte Touche Tohmatsu and theirrespective affiliates for the year ended December 31, 2008 for any otherprofessional services in relation to the Partnership.

 

Neither the Partnership nor MLAI has an auditcommittee to pre-approve principal accountant fees and services.  In lieu of an audit committee, the managersand the principal financial officer pre-approve all billings prior to thecommencement of services.

 

35

----

 

# ***PART IV***

# * *

**Item 15:  Exhibitsand Financial Statement Schedules**

** **
|   |                                                                                 | **Page:**  |
|--------|--------------------------------------------------------------------------------------|------------|
|   |                                                                                 | ** ** |
| 1.     | Financial  Statements (found in Exhibit 13.01):                                 | ** ** |
|   |                                                                                 | ** ** |
|   | REPORTS OF  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS                           | 1          |
|   |                                                                                 |       |
|   | Statements of  Financial Condition as of December 31, 2009 and 2008             | 3          |
|   |                                                                                 |       |
|   | For the years  ended December 31, 2009, 2008 and 2007:                          |       |
|   | Statements of Operations                                                             | 4          |
|   | Statements of Changes in Partners’ Capital                                      | 5          |
|   |                                                                                 |       |
|   | Financial Data  Highlights for the years ended December 31, 2009, 2008 and 2007 | 6          |
|   |                                                                                 |       |
|   | Notes to  Financial Statements                                                       | 7          |

 

2.                                       Financial Statement Schedules:

 

Financialstatement schedules not included in this Form 10-K have been omitted forthe reason that they are not required or are not applicable or that equivalentinformation has been included in the financial statements or notes thereto.

 

3.                                       Exhibits:

 

The followingexhibits are incorporated by reference or are filed herewith to this AnnualReport on Form 10-K:

 
| **Designation**     | ** ** | **Description**                                                                                                                                                                                                                                                                              |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                                                                                                                                                   |
| 3.01                |       | Amended and Restated Certificate of ML Select  Futures I L.P.                                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                         |
| Exhibit 3.01:  |       | Is incorporated  herein by reference from Exhibit 3.01 contained in the Registrant’s  Registration Statement on Form 10 (File No. 000-50269) under the  Securities Exchange Act of 1934, filed on April 30, 2003 (the “Initial  Registration Statement”). |
|                |       |                                                                                                                                                                                                                                                                                         |
| 3.02                |       | ML Select  Futures I L.P. Eleventh Amendment and Restated Limited Partnership Agreement.                                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                         |
| Exhibit 3.02   |       | Is incorporated  by reference from Exhibit 3.02(a) contained in Amendment No. 2  to the Registrant’s Registration Statement on Form 10 (File  No. 000-50269) under the Securities Exchange Act of 1934, filed on  October 11, 2007.                       |
|                |       |                                                                                                                                                                                                                                                                                         |
| 10.01               |       | Advisory  Agreement among ML Select Futures I L.P., Merrill Lynch Investment Partners  Inc. and Sunrise Capital Partners LLC.                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                         |
| Exhibit 10.01: |       | Is incorporated  by reference from Exhibit 10.03 contained in the Initial Registrant’s Registration  Statement                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                         |
| 10.02               |       | Customer  Agreement between ML Select Futures I L.P. and Merrill Lynch Futures Inc.                                                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                         |
| Exhibit 10.03: |       | Is incorporated  hereby by reference from Exhibit 10.02 contained in the Initial  Registration Statement.                                                                                                                                                                               |

 

36

----

 
| 13.01                          |   | 2009 Annual  Report and Report of Independent Registered Public Accounting Firm. |
|--------------------------------|--------|----------------------------------------------------------------------------------|
|                           |   |                                                                             |
| Exhibit 13.01:            |   | Is filed  herewith.                                                              |
|                           |   |                                                                             |
| 31.01 and 31.02                |   | Rule 13a-14(a)/15d-14(a) Certifications                                |
|                           |   |                                                                             |
| Exhibit 31.01 and 31.02:  |   | Are filed herewith.                                                              |
|                           |   |                                                                             |
| 32.01 and 32.02                |   | Section 1350  Certifications                                                |
|                           |   |                                                                             |
| Exhibit 32.01  and 32.02: |   | Are filed  herewith.                                                             |

 

37

----

 

**SIGNATURES**

** **

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

**ML SELECT FUTURES I L.P.**

 

By: **MERRILL LYNCH ALTERNATIVEINVESTMENTS GENERAL PARTNER**

 
| By:                                             | /s/Justin C.  Ferri |   |
|-------------------------------------------------|---------------------|--------|
| Justin C. Ferri                                 |                |
| Chief Executive  Officer, President and Manager |                |
| (Principal  Executive Officer)                  |                |

 

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, this report has been signed on March 31, 2010 by the followingpersons on behalf of the Registrant and in the capacities indicated.

 
| **Signature**         | ** ** | **Title**                                       | ** ** | **Date**             |
|-----------------------|------------|-------------------------------------------------|------------|----------------------|
|                  |       |                                            |       |                 |
| /s/ Justin C.  Ferri  |       | Chief Executive  Officer, President and Manager |       | March 31,  2010 |
| Justin C. Ferri       |       |                                            |       |                 |
|                  |       |                                            |       |                 |
| /s/ Barbra E.  Kocsis |       | Chief Financial  Officer                        |       | March 31,  2010 |
| Barbra E. Kocsis      |       | (Principal  Financial and Accounting Officer)   |       |                 |
|                  |       |                                            |       |                 |
| /s/ Deann Morgan      |       | Vice President  and Manager                     |       | March 31,  2010 |
| Deann Morgan          |       |                                            |       |                 |

 

(Being the principal executive officer, the principal financial andaccounting officer and a majority of the managers of Merrill Lynch AlternativeInvestments LLC)

 

38

----

 

**MLSELECT FUTURES LIMITED PARTNERSHIP**

** **

2009 FORM 10-K

 

INDEX TO EXHIBITS

 
| ** **                    | ** ** | **Exhibit**                                                                     |
|-------------------------------|------------|---------------------------------------------------------------------------------|
| ** **                    | ** ** | ** **                                                                      |
| Exhibit 13.01            |       | 2009 Annual  Report and Report of Independent Registered Public Accounting Firm |
|                          |       |                                                                            |
| Exhibit 31.01  and 31.02 |       | Rule 13a -  14(a) / 15d - 14(a) Certifications                   |
|                          |       |                                                                            |
| Exhibit 32.01  and 32.02 |       | Sections 1350  Certifications                                                   |

 

----