**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

 

**Washington,D.C.  20549**

 

**FORM 10-K**

 

**x**** Annual Report Pursuant to Section 13 or 15(d)**

**of the Securities Exchange Act of1934**

 

**For thefiscal year ended: December 31, 2008**

 

or

** **

**o**** Transition Report Pursuantto Section 13 or 15(d)**

**of the Securities Exchange Act of 1934**

** **

**Commissionfile number: 0-23240**

 

**BLACKROCK GLOBAL HORIZONS I L.P.**

(Exact name of registrant asspecified in its charter)

 

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

 

**c/oBlackRock Investment Management LLC**

**40 East 52****nd Street**

**New York, New York 10022**

(Address ofprincipal executive offices)

 

Registrant’stelephone number, including area code:  **(609) 282-6996**

 

Securities registered pursuant toSection 12(b) of the Act:  **None**

 

Securities registered pursuant toSection 12(g) of the Act:  **Limited Partnership Units**

 

Indicate by check mark whether registrant isa well-known seasoned issuer as defined by Rule 405 of the Securities Act.

 

Yes o   No x

 

Indicate by check mark whether registrant isnot required to file reports pursuant to Section 13 or 15(d) of theAct.

 

Yes o   No x

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

 

Yes x   No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.    x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.Check one:

 
| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|----------------------------------|
|                      |   |                             |
| Non-accelerated filer x   |   | Smaller reporting company o |

 

Indicate by check mark whether registrant isa shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes o   No x

 

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

 

As of February 1, 2009, limitedpartnership units with an aggregate value of $234,968,198 were outstanding.

 

**DocumentsIncorporated by Reference**

 

The registrant’s 2008 Annual Report andReport of Independent Registered Public Accounting Firm, and the annual reportto security holders for the fiscal year ended December 31, 2008 isincorporated by reference into Part II, Item 8 and Part IV hereof andfiled as an Exhibit herewith. Copies of the annual report are available free of charge by contactingMichael Pungello at 609-282-6996.

 

 

 

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**BLACKROCKGLOBAL HORIZONS I L.P.**

 

ANNUAL REPORTFOR 2008 ON FORM 10-K

 

Table ofContents

 
| ** ** | ** **                                                                                                         | **PAGE** |
|------------|--------------------------------------------------------------------------------------------------------------------|----------|
|       | PART I                                                                                                        |     |
|       |                                                                                                               |     |
| Item 1.    | Business                                                                                                           | 1        |
|       |                                                                                                               |     |
| Item 1A.   | Risk factors                                                                                                       | 7        |
|       |                                                                                                               |     |
| Item 1B.   | Unresolved Staff Comments                                                                                          | 23       |
|       |                                                                                                               |     |
| Item 2.    | Properties                                                                                                         | 24       |
|       |                                                                                                               |     |
| Item 3.    | Legal Proceedings                                                                                                  | 24       |
|       |                                                                                                               |     |
| Item 4.    | Submission of Matters to a Vote of Security  Holders                                                               | 24       |
|       |                                                                                                               |     |
|       | PART II                                                                                                       |     |
|       |                                                                                                               |     |
| Item 5.    | Market for Registrant’s Common Equity,  Related Stockholder Matters and Issuer Purchases of Equity Securities | 25       |
|       |                                                                                                               |     |
| Item 6.    | Selected Financial Data                                                                                            | 28       |
|       |                                                                                                               |     |
| Item 7.    | Management’s Discussion and Analysis of  Financial Condition and Results of Operations                        | 30       |
|       |                                                                                                               |     |
| Item 7A.   | Quantitative and Qualitative Disclosures  about Market Risk                                                        | 39       |
|       |                                                                                                               |     |
| Item 8.    | Financial Statements and Supplementary Data                                                                        | 45       |
|       |                                                                                                               |     |
| Item 9.    | Changes in and Disagreements with  Accountants on Accounting and Financial Disclosure                              | 46       |
|       |                                                                                                               |     |
| Item 9A.   | Controls and Procedures                                                                                            | 46       |
|       |                                                                                                               |     |
| Item 9B.   | Other Information                                                                                                  | 47       |
|       |                                                                                                               |     |
|       | PART III                                                                                                      |     |
|       |                                                                                                               |     |
| Item 10.   | Directors and Executive Officers of the  Registrant                                                                | 48       |
|       |                                                                                                               |     |
| Item 11.   | Executive Compensation                                                                                             | 49       |
|       |                                                                                                               |     |
| Item 12.   | Security Ownership of Certain Beneficial  Owners and Management and Related Stockholder Matters                    | 50       |
|       |                                                                                                               |     |
| Item 13.   | Certain Relationships and Related  Transactions                                                                    | 50       |
|       |                                                                                                               |     |
| Item 14.   | Principal Accountant Fees and Services                                                                             | 51       |
|       |                                                                                                               |     |
|       | PART IV                                                                                                       |     |
|       |                                                                                                               |     |
| Item 15.   | Exhibits and Financial Statement Schedules                                                                         | 52       |

 

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**PART I**

 

**Item 1:  Business**

 

(a)           General Development of Business:

 

BlackRock Global Horizons I L.P. (the “Partnership”)was organized under the Delaware Revised Uniform Limited Partnership Act on May 11,1993 and began trading operations on January 4, 1994. The Partnershiptrades in the international futures, options on futures and forward marketswith the objective of achieving, through speculative trading, substantialcapital appreciation over time. The Partnership’s assets are allocated andreallocated by the General Partner (defined below) to accounts managed byindependent professional advisors (each a “Trading Advisor”) on behalf of thePartnership or to one or more commodity pools (each a “Portfolio Fund”)operated and managed by Trading Advisors that are registered as “commodity pooloperators” under the Commodity Exchange Act.

 

(b)           Amendments to Charter Documents/NameChange:

 

On September 29, 2006, the Partnership’sgeneral partner became BlackRock Investment Management, LLC (the “GeneralPartner” or “BRIM”), a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”).The former general partner was Merrill Lynch Alternative Investments LLC (“MLAI”).Prior to September 29, 2006, MLAI was a wholly-owned subsidiary of MerrillLynch Investment Managers LP (“MLIM”), which in turn was an indirectwholly-owned subsidiary of Merrill Lynch & Co., Inc. (“MerrillLynch”). On September 29, 2006 Merrill Lynch and BlackRock merged theasset management businesses of MLIM and BlackRock to create a new combined assetmanagement company. Merrill Lynch retained significant ownership interest inthe combined company. This resulted in BRIM becoming the General Partner. Inaddition, the Partnership’s name was changed from Global Horizons I L.P. toBlackRock Global Horizons I L.P. Previously, on January 15, 2005, thePartnership changed its name from ML Global Horizons L.P. to Global Horizons IL.P. No changes have occurred to the Partnership’s investment objective or tothe Partnership’s structure as a result of these changes. All references in thenotes to financial statements to “BlackRock” are to MLAI prior to September 29,2006.

 

When the Partnership is offering its units oflimited partnership interest (“Units”), it receives and processes subscriptionson a continuous basis throughout each month. Investors whose subscriptions areaccepted during a month are admitted to the Partnership as limited partners(each a “Limited Partner”) as of the beginning of the immediately followingmonth, acquiring Units at the net asset value (“Net Asset Value”) per Unit asof the date of admission. Investors’ customer securities accounts are debitedin the amount of their subscriptions on a single monthly settlement date withinapproximately ten calendar days of the issuance of the Units.

 

As of February 1,2004, the Partnership privately offered two new series of Units, Series Aand Series I. The continuing units were renamed Series F. As of January 2,2005, the Partnership created three “non-unitized” series of Units. Theseseries were invested in by other investment partnerships which MLAI served asthe general partner.

 

Effectiveafter the close of business on December 29, 2006, two of the three “non-unitized”series of the Partnership (BlackRock Futures Investments L.P. and BlackRock PrincipalProtection L.P.), were merged into the Partnership in a tax-freereorganization. All of the investors in BlackRock Futures Investments L.P. andBlackRock Principal Protection L.P. received new Series G Units of thePartnership with an initial Net Asset Value per Unit of $1.00 equal to their December 31,2006 Net Asset Value. Issuance of the new Units had no adverse economic effecton investors in the Partnership or either of the merged funds.

 

Prior to September 1,2007, the Partnership’s operating expenses were paid by the General Partner. EffectiveSeptember 1, 2007, the Partnership revised its expense structure and thePartnership began paying its own operating expenses.

 

As of December 31,2007, BlackRock began the formal liquidation of Principal Protection Ltd., thelast remaining “non-unitized series” investor in the Partnership.

 

1

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As of December 31, 2008, thecapitalization of the Partnership was $228,085,926, and the Net Asset Value perSeries F (the initial Series of Units), originally $100 as of January 4,1994, had risen to $282.49.

 

Through December 31,2008, the highest month-end Net Asset Value of Series F Units was $282.49(December 31, 2008) and the lowest was $97.36 (February 28, 1994).

 

(c)           Financial Information about Segments:

 

The Partnership’s business constitutes onlyone segment for financial reporting purposes, i.e*.,*a speculative “commodity pool”. The Partnership does not engage in sales ofgoods or services. See Item 15 –“Exhibits and Financial Statement Schedules”.

 

(d)           Narrative Description of Business:

 

***General***

 

The Partnership trades in the internationalfutures, options on futures and forward markets with the objective of achievingsubstantial capital appreciation over time.

 

The Partnership’s assets are allocated andreallocated by BRIM either to accounts managed by Trading Advisors on behalf ofthe Partnership or to one or more Portfolio Funds operated and traded by suchTrading Advisors who apply proprietary trading strategies in numerous markets.

 

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

 

One of theobjectives of the Partnership is to provide diversification for a limitedportion of the risk segment of the Limited Partners’ portfolios. Commodity poolperformance has historically demonstrated a low degree of performancecorrelation with traditional stock and bond holdings. Since it began trading,the Partnership’s returns have been significantly non-correlated with theUnited States stock and bond markets.

 

***Use of Proceeds and Interest***

 

Subscription Proceeds.

 

BRIM pays from its own funds the sellingcommissions relating to the sale of the Units. Accordingly, 100% of theproceeds of Unit sales are received in cash by the Partnership and availablefor use in its speculative trading either directly through accounts managed byTrading Advisors on behalf of the Partnership or to one or more Portfolio Fundsoperated and traded by such Trading Advisors. In such trading, assets are usedas security for and to pay for trading losses, as well as any expenses andredemptions. The primary use of the proceeds of the sale of the Units is topermit the Trading Advisors to trade on a speculative basis in a wide range ofdifferent futures, forwards and options on futures markets. While being usedfor this purpose, the Partnership’s assets are also generally available to earninterest, as more fully described below. The most recent continuous offering ofUnits began effective February 1, 2004.

 

Market Sectors.

 

The Partnership and Portfolio Funds allocatedPartnership assets trade in a diversified group of markets under the directionof multiple independent Trading Advisors. These Trading Advisors can, and do,from time to time, materially alter the allocation of their overall tradingcommitments among different market sectors. There is no restriction on thecommodity interests, that may be traded by any Trading Advisor or the frequencywith which a Trading Advisor may alter its market sector allocations.

 

Market Types.

 

The Partnership and Portfolio Funds allocatedPartnership assets trade on a variety of United States and foreign futures exchanges.Substantially all of the Partnership’s off-exchange trading takes place in thehighly liquid, institutional spot and forward foreign exchange markets (the “FXMarkets”) where there are no direct execution costs. Instead, the participantbanks and dealers in the FX Markets take a “spread” between the prices at whichthey are prepared to buy and sell a particular currency, and such spreads arebuilt into the pricing of the spot or forward contracts traded with thePartnership. In its exchange of futures for physical (“EFP”) trading, thePartnership acquires cash currency positions through banks and dealers. ThePartnership pays a spread when it exchanges these positions for 

 

2

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futures. This spread reflects, in part, the different settlement datesof the cash and the futures contracts, as well as prevailing interest rates,but also includes a pricing spread in favor of the banks and dealers, which mayinclude a Merrill Lynch entity.

 

Portfolio Fund currency trades and EFPtrading are subject to similar considerations.

 

As in the caseof its market sector allocations, the Partnership’s commitments to differenttypes of markets – U.S. and non-U.S., regulated and nonregulated – differsubstantially from time to time, as well as over time.

 

Custody of Assets.

 

Substantially all of the Partnership’s assetsare currently held in customer accounts at Merrill Lynch, Pierce, Fenner &Smith (“MLPF&S”), NewEdge Financial, Inc. (“NewEdge” (formerly knownas Calyon Financial Inc.)) or PFPC Trust Company (“PFPC Trust”) or allocated toone or more Portfolio Funds for which custodians and clearing brokers areselected by the Trading Advisors. MLPF&S and PFPC Trust are affiliates ofthe General Partner.

 

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

 

On assets heldin U.S. dollars, MLPF&S credits the Partnership with interest at theprevailing 91-day U.S. Treasury bill rate. On assets held in U.S. dollars,NewEdge credits the Partnership with interest at 98% of the prevailing 91-dayU.S. Treasury bill rate. The Partnership is credited with interest on any ofits assets and net gains actually held by MLPF&S or NewEdge in non-U.S.dollar currencies at a prevailing local rate received by MLPF&S or NewEdge.MLPF&S or NewEdge may derive certain economic benefit, in excess of theinterest which MLPF&S or NewEdge pays to the Partnership, from possessionof such assets.

 

MLPF&S charges the Partnership MLPF&S’scost of financing realized and unrealized losses on the Partnership’s non-U.S.dollar denominated positions.

 

Assets held atPFPC Trust earn interest at money market interest rates.   Due to the current interestrate environment, the Partnership’s cash investments, which could include asignificant investment in a BlackRock-affiliated money market fund, are earninga lower rate of return in recent periods than the return that they had beenearning in past periods. For that reason, income from these cash investmentsfor the most recent year is substantially lower than for the previous year.

 

***Charges***

 

The following table summarizes the chargesincurred by the Partnership during 2008, 2007 and 2006.

 
| ** **                             | ** ** | **2008**   | ** ** | **2007**                   | ** ** | **2006**   | ** ** |
|----------------------------------------|------------|------------|------------|----------------------------|------------|------------|------------|
| ** **                             | ** ** | ** ** | ** ** | **% of Average** | ** ** | ** ** | ** ** | **% of Average** | ** ** | ** ** | ** ** | **% of Average** | ** ** |
| ** **                             | ** ** | **Dollar** | ** ** | **Month-End**              | ** ** | **Dollar** | ** ** | **Month-End** | ** ** | **Dollar** | ** ** | **Month-End** | ** ** |
| **Charges**                            | ** ** | **Amount** | ** ** | **Net Assets**        | ** ** | **Amount** | ** ** | **Net Assets** | ** ** | **Amount** | ** ** | **Net Assets** | ** ** |
| Brokerage                              |       |       |       |                       |       |       |       |   |   |   |   |   |   |
| Commissions                            |       | $          | —     |                       | 0.00       | %          | $          | 9,623,405 |   | 4.97 | % | $ | 17,712,085 |   | 7.06 | % |
| Profit Shares                          |       | 9,844,931  |       | 5.32                       | %          | 2,761,529  |       | 1.43 | % | 2,783,961 |   | 1.11 | % |
| Distribution fees                      |       | 5,554,788  |       | 3.00                       | %          | 1,766,803  |       | 0.91 | % | — |   | — |   |
| Trading Advisors’ management fees |       | 2,520,534  |       | 1.36                       | %          | 897,433    |       | 0.46 | % | — |   | — |   |
| Sponsor fees (net of waiver)           |       | 2,278,530  |       | 1.23                       | %          | 641,684    |       | 0.33 | % | — |   | — |   |
| Administrative Fees                    |       | —     |       | 0.00                       | %          | 344,493    |       | 0.18 | % | 615,580 |   | 0.24 | % |
| Administrator fees                     |       | 681,190    |       | 0.37                       | %          | 279,460    |       | 0.14 | % | — |   | — |   |
| Professional fees                      |       | 558,322    |       | 0.30                       | %          | 108,332    |       | 0.06 | % | — |   | — |   |
| Other                                  |       | 271,936    |       | 0.15                       | %          | 86,153     |       | 0.04 | % | — |   | — |   |
| Total                                  |       | $          | 21,710,231 |                       | 11.73      | %          | $          | 16,509,292 |   | 8.52 | % | $ | 21,111,626 |   | 8.41 | % |

 

The foregoingtable does not reflect the bid-ask spreads paid by the Partnership on itsforward trading, or the benefits which may be derived from the deposit ofcertain of the Partnership’s U.S. dollar available assets maintained atMLPF&S and NewEdge.

 

3

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The Partnership’s average month-end NetAssets during 2008, 2007 and 2006 equaled $185,041,398, $193,436,908, and$250,940,436 respectively.

 

During 2008, 2007 and 2006, the Partnershipearned $3,051,305, $9,194,631 and $12,178,428, respectively, in interestincome, or approximately 1.65%, 4.75% and 4.85%, respectively, of thePartnership’s average month-end Net Assets.

 

4

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##### **Descriptionof Current Charges**

 
| **Recipient**        | ** ** | **Nature of Payment**                   | ** ** | **Amount of Payment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|----------------------|------------|-----------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| MLPF&S           |       | Clearing costs /  Brokerage commissions |       | Effective  September 1, 2007, MLPF&S is paid their actual commodity brokerage  commissions and clearing fees at market rates. Prior to September 1,  2007, the flat monthly brokerage commission rate for Series F was 0.583  of 1% (a 7.00% annual rate), previously reduced from .0604 of 1% (a 7.25%  annual rate). Prior to September 1, 2007, Series A, G and I incurred  brokerage commissions of 7.00%, 7.00% and 4.00% per year, respectively.  Brokerage commissions for the non-unitized series ranged from 7.25% to 8.75%.  

 

During 2008,  2007 and 2006, the round-turn equivalent rate (each purchase and sale or sale  and purchase of a single futures contract) charged to the Partnership was  approximately $8, $41 and $47, respectively. |
|                 |       |                                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| NewEdge              |       | Clearing costs /  Brokerage commissions |       | NewEdge is paid  actual commodity clearing fees at market rates. 

 

During 2008, the  round-turn equivalent rate (each purchase and sale or sale and purchase of a  single futures contract) of the Partnership’s clearing costs was $ 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                 |       |                                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| MLPF&S/NewEdge   |       | Use of  Partnership assets              |       | MLPF&S and  NewEdge may derive certain economic benefit from the deposit of certain of  the Partnership’s U.S. dollar assets in accounts maintained at MLPF&S and  NewEdge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                 |       |                                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| BRIM                 |       | Sponsor/Administrative  fees            |       | Effective  September 1, 2007 Series A, F and G pay sponsor fees at an annual  rate of 1.25% and Series I pays sponsor fees at an annual rate of 1.00%.  Prior to September 1, 2007, the Partnership paid administrative fees at  an annual rate of 0.25% of the Partnership’s month-end Net Assets to BRIM and  BRIM paid all of the Partnership’s routine administrative costs.                                                                                                                                                                                                                                                                                                                                                                                     |
|                 |       |                                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Other Counterparties |       | Bid–ask spreads                    |       | Bid–ask spreads  on forward and related trades.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                 |       |                                    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| BRIM                 |       | Distribution  fees                      |       | Effective  September 1, 2007, Series A, F and G pay distribution fees of 3% of  the Partnership’s average month-end assets allocated to that Series, after reduction  for the fees accrued with respect to such assets. Series I does not pay  distribution fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

5

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| Trading Advisors |   | Profit Shares                |   | All Trading  Advisors can receive quarterly or annual Profit Shares from the Partnership  or a Portfolio Fund ranging from 17% to 25% (depending on the Trading  Advisor) of any New Trading Profit achieved by their Partnership account.  Profit Shares are also paid upon redemption of Units and upon the net  reallocation of assets away from a Trading Advisor. New Trading Profit is  calculated separately in respect of each Trading Advisor, irrespective of the  overall performance of the Partnership. As a result, the Partnership may pay  substantial Profit Shares during periods when it is incurring significant  overall losses.                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------|--------|------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Trading Advisors |   | Management/Consulting  fees  |   | Effective  September 1, 2007, each Series pays fees based on a  percentage-of-assets (“Management Fees”) to the Trading Advisors up to 3.00%  of that Series net assets allocated to each individual Trading Advisor.  Prior to September 1, 2007, BRIM paid the Trading Advisors annual  consulting fees generally ranging up to 2.5% of the Partnership’s average  month-end Net Assets allocated to them for management, after reduction for a  portion of the brokerage commissions accrued with respect to such assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|             |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Transfer Agent   |   | Administrator  fees          |   | Actual costs  incurred are paid by the Partnership. PNC Global Investment  Servicing, Inc. (“PNC”), an affiliate of the General Partner, is the  transfer agent for the Partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|             |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Administrator    |   | Administrator  fees          |   | Actual costs  incurred are paid by the Partnership. SS&C Technologies New  Jersey, Inc. serves as the administrator of the Partnership (“SS&C”  or the “Administrator”) (formerly OMR Systems Corporation).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|             |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Custodian        |   | Custody fees                 |   | PFPC Trust, an  affiliate of the General Partner, provides custody services for the  Partnership. As of December 31, 2008 $169,133,129 was held in custody at  PFPC Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|             |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| BRIM             |   | Sponsor fee  reimbursement   |   | BRIM will  reimburse the Partnership for fees and expenses paid by the Partnership, not  including the Trading Advisor’s Profit Shares (such fees and expenses,  exclusive of the Trading Advisor’s Profit Shares, collectively referred to herein  as “Capped Expenses”) that would be in excess of 1/12 of 7.25% of the  Partnership’s Net Asset Value (the “Expense Cap”) on the last business day of  each month (each a “Regularly Scheduled Calculation Date”). Because  Series I Units (the “Institutional Series” which are offered to a  limited number of institutional investors) are not subject to the 3.0%  distribution fee, the Expense Cap for Series I Units is 4.25% annually,  rather than the 7.25% annual Expense Cap for all other Units. The Expense Cap  does not take into account expenses incurred by the Partnership as an  investor in a Portfolio Fund, other than in respect of the management fee  paid by the Portfolio Funds to the Trading Advisors. |
|             |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Others           |   | Professional and  Other fees |   | Actual costs  incurred are paid by the Partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|             |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| BRIM;            |   |                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Others           |   | Extraordinary  expenses      |   | Actual costs  incurred; none paid to date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

6

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***Regulation***

 

The Partnership,BRIM, the Trading Advisors, MLPF&S and NewEdge are each subject toregulation by, and registered with, the Commodity Futures Trading Commission(the “CFTC”) and the National Futures Association (“NFA”).  Other than in respect of its periodicreporting requirements under the Securities Exchange Act of 1934, as amended(the “Exchange Act”) the Partnership itself is generally not subject toregulation by the Securities and Exchange Commission.  However, BRIM itself is registered as an “investmentadviser” under the Investment Advisers Act of 1940, as amended. In the eventBRIM’s registration with the CFTC or NFA were terminated, or suspended, BRIMwould be unable to continue to manage the business of the Partnership, andtermination of the Partnership could result. The CFTC and certain commodity exchanges have also established limits onthe maximum net long or net short position which any person may hold or controlin particular commodities.  Mostexchanges also limit the changes in futures contract prices that may occurduring a single trading day.  These limitsmay restrict the ability of the Partnership to establish or liquidatepositions.  Currency forward contractsgenerally are not subject to regulation by any United States Government agency.

 

(i) through(xii) — not applicable.

 

(xiii) ThePartnership has no employees.

 

(e)                                  FinancialInformation about Geographic Areas

 

The Partnershipdoes not engage in material operations in foreign countries, nor is a materialportion of the Partnership’s revenue derived from customers in foreigncountries.  However, the Partnershiptrades, from the United States, on a number of foreign commodityexchanges.  The Partnership does notengage in the sales of goods or services.

 

**Item 1A:  Risk factors**

 

**InvestorsMay Lose All or Substantially All of Their Investment**

 

***Investors must be prepared to lose all or substantially allof their investment.  The Partnership hasno  “principal protection” featureassuring the return of subscribers’ initial investment as of a specified futuredate.  To the extent that the Partnershipallocates assets to Portfolio Funds (rather than on account of thePartnership), the risks described below will apply equally to any suchPortfolio Fund, unless otherwise provided below.***

 

No guarantee orrepresentation is made that the Partnership, any of the investment strategiesutilized by the Trading Advisors or the Portfolio Funds (if any) will achievetheir respective investment objectives. The Partnership’s capital will be allocated primarily to TradingAdvisors and, in general, neither the Partnership nor the General Partner willdirect or influence the management of the Partnership’s capital by theseTrading Advisors.  The Trading Advisors’investments may include instruments which may unexpectedly become illiquid, andmay also utilize highly speculative investment techniques including investingin domestic and international futures and forward markets, high leverage, swapsand notional principal contracts, currency forward trading, options on currencyfutures or on forward contracts. Accordingly, an investment in the Partnership is speculative andinvolves considerations and risk factors which prospective investors shouldconsider before subscribing.  Thefollowing is not intended to be a complete description or an exhaustive list ofportfolio investments or risks.  Aninvestment should form only a part of a complete investment program, and aninvestor must be able to bear the loss of its entire investment.  In addition, prospective investors shouldconsult their own tax advisors regarding the potential tax consequences of thePartnership’s activities and investments.

 

**Past****Performance Not Necessarily Indicative of Future Results**

 

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

 

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The General Partner hasgradually expanded the Partnership’s Trading Advisor portfolio over recentyears.  The effects of this increaseddiversification has yet to be determined.

 

**Volatile Markets; Highly Leveraged Trading**

 

Futures and forwards areinherently leveraged instruments.  Afutures or forward position may be opened by an initial deposit of only afraction of the “notional” value of the position with a clearing broker (in thecase of a futures contract) or a dealer (in the case of a forward).  When only a small fraction of the value ofthe position is deposited to open the position, a similarly small change in themarket value of the position can diminish or completely offset that deposit,requiring the deposit of additional capital with the clearing broker or dealer,and causing losses that are a multiple of the change in the market value of theposition.  For instance, if a futuresposition requiring the purchase and sale of $100,000 worth of a commodity has a10% initial “risk margin” deposit requirement, a futures position is opened bydepositing the minimum required $10,000 initial margin deposit, and the valueof the position declines 10% (or $10,000), the clearing broker carrying theposition will pay the $10,000 deposited to the clearinghouse as amark-to-market payment, and the account will be required to close the positionor deposit an additional $9,000 to bring the initial margin deposit back to 10%of the value of the now $90,000 position. In that scenario, the 10% market move caused losses of 100% of the$10,000 deposited to open the position. The risks of leveraged trading may be exacerbated due to the nature ofthe instruments underlying futures and forwards.  The values of such instruments tend to bevolatile and materially affected by unpredictable factors such as weather andgovernmental intervention.  Thecombination of volatility in the value of the underlying commodities and theleverage inherent in futures and forwards creates a high degree of risk.

 

**Substantial Charges**

 

The Partnership issubject to substantial charges, including a Distribution Fee of 3% and aSponsor’s Fee of 1.25%  charged to Series A,F and G.  Series I does not pay aDistribution Fee, but does pay a Sponsor’s Fee of 1.00%.  The Partnership also pays Management Fees (onthe order of 0%-2.5%) paid directly or indirectly to the Trading Advisors, andbrokerage commissions.  The Partnership’sperformance must be in excess of such charges for the Partnership not toexperience losses.

 

The incentive compensation paid to the TradingAdvisors is based on the individual performance of each Trading Advisor, notthe overall performance of the Partnership. Historically, the Partnership has paid incentive compensation to certainTrading Advisors during periods when the performance of the Partnership as awhole was breakeven or unprofitable.

 

**Importance****of General Market Conditions**

 

Overall market oreconomic conditions — which neither the General Partner nor any Trading Advisorcan predict or control — have a material effect on performance.  Furthermore, such overall conditions canadversely affect the performance of numerous Trading Advisors at or about thesame time, despite their implementing different and independent strategies.  During periods of market stress, when thepotential diversification benefits of an investment in the Partnership may bethe most important in terms of protecting an overall portfolio against majorlosses, a number of Trading Advisors may incur losses at or about the sametime.  Consequently, the multi-TradingAdvisor structure of the Partnership does not assure that its performance willnot be adversely affected by current and future market or economic conditions.

 

**Market Disruptions; GovernmentalIntervention**

 

Trading Advisors mayincur major losses in the event of disrupted markets, and extraordinary eventsmay cause actual market prices to deviate materially from historical pricingrelationships (on which a number of Trading Advisors may base their tradingpositions).  The risk of loss from adisconnect from historical prices is compounded by the fact that in disruptedmarkets certain instruments may become illiquid, making it difficult orimpossible to close out such positions against which the markets are moving.

 

The global financialmarkets are currently undergoing pervasive and fundamental disruptions whichhave led to extensive and unprecedented governmental intervention.

 

The U.S. government’s2008 “bailout” of a range of financial institutions is the largest governmentalintervention in the history of the U.S. financial markets.  In connection with such “bail out,” the U.S.Congress appears likely to require that new restrictions be applied to the U.S.financial markets, restrictions which may have a material 

 

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adverse impact on boththe future competitiveness of these markets as well as the profit potential ofthe Partnership.

 

While much of the currentgovernment focus on increased financial regulation is focused on the securitiesmarkets, there has also been governmental scrutiny applied to purportedexcessive speculation in the futures markets (especially the energy markets).

 

It is impossible topredict what additional interim or permanent governmental restrictions may beimposed on the markets and/or the effect of such restrictions on the TradingAdvisors’ strategies. However, the General Partner believes that there is ahigh likelihood of significantly increased regulation of the financial markets,and that such increased regulation could be materially detrimental to thePartnership or to the Trading Advisors.

 

**No Diversification Benefits ifthe Partnership is Not Profitable**

 

If the Partnership does not trade successfully — afterdeduction of all fees and charges — it cannot serve as an effectivediversification for a traditional portfolio.

 

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

 

Not only is the past performance of the Partnershipnot necessarily indicative of its future results (due to the speculativecharacter of managed futures), but also there can be no assurance, however thePartnership may perform, that the Partnership’s results will be non-correlatedwith (i.e., unrelated to) the general stock and bond markets.  If the Partnership’s performance is notnon-correlated to these markets, the Partnership cannot help diversify anoverall portfolio.

 

Investors should evaluate an investment in thePartnership in terms of the alternative of an investment in a cash equivalent,such as 91-day Treasury bills, which can be relied upon to (i) begenerally non-correlated with equity and debt price levels, (ii) generatea positive yield and cash flow, (iii) be highly liquid, (iv) havealmost no risk of loss of principal and (v) incur virtually no costs orexpenses.

 

Even if the Partnership’s performance is generallyboth profitable and non-correlated to the general stock and bond markets, it ishighly likely that there will be significant periods during which thePartnership’s results are similar to those of an investor’s stock and bondholdings, thereby reducing or eliminating the Partnership’s diversificationbenefits.  During unfavorable economiccycles, an investment in the Partnership may increase rather than mitigate aportfolio’s aggregate losses.

 

**Combining Independent TradingStrategies**

 

Combining independenttrading strategies could involve substantial opportunity costs, as one TradingAdvisor’s profits are frequently offset by another Trading Advisor’slosses.  Different Trading Advisors oftentake opposite positions for the Partnership, eliminating the profit potentialof the combined positions, while at the same time incurring transaction costsand paying advisory fees.

 

**Market, Strategy and Management Risk**

 

Market, strategy andmanagement risk are the three broad categories of risk to which the Partnershipwill be subject.  There are certaingeneral market conditions in which any given investment strategy is unlikely tobe profitable.  Neither the TradingAdvisors nor the General Partner has any ability to control or predict suchmarket conditions.  From time to time,the economic viability of an entire strategy may deteriorate, due to anexcessive concentration of managers in the same investment approach or generaleconomic events that disrupt the source of profits which the strategy seeks toexploit (for example, by disrupting historical pricing relationships).  Short of such unusual problems as fraud or self-dealingby Trading Advisors, there are the more common problems of bad judgment orstrategies changing over time.

 

**Systematic****Strategies**

 

The Partnership’s assets are allocated to TradingAdvisors that rely on technical, systematic strategies.  The widespread use of technical tradingsystems frequently results in numerous managers attempting to execute similartrades at or about the same time, altering trading patterns and affectingmarket liquidity.  Furthermore, theprofit potential 

 

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of trend-followingsystems may be diminished by the changing character of the markets, which maymake historical price data (on which technical programs are based) onlymarginally relevant to future market patterns.

 

**Discretionary****Strategies**

 

Certain of the Partnership’s Trading Advisors arediscretionary rather than systematic traders. Discretionary trading managers may be prone to emotionalism and a lackof discipline in their trading.  Relyingon subjective trading judgment may produce less consistent results than thoseobtained by more systematic approaches.

 

**Dependenceon Trends**

 

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

 

**Increased****Assets Under Management**

 

The General Partner has observed that there is atendency for the rates of return achieved by managed futures advisors todecline as assets under management increase. None of the Trading Advisors has agreed to limit the amount ofadditional equity which it may manage, and many of them are at or near theirall-time high in assets under management.

 

**Reliance on the General Partnerand Trading Advisors**

 

The success of the Partnership is dependent on theexpertise of the General Partner.  TheGeneral Partner is not required to devote its full time to the business of thePartnership, and there is no guarantee that any investment professional orother employee of the General Partner will allocate a substantial portion ofhis or her time to the Partnership.  Theloss of one or more individuals involved with the General Partner could have amaterial adverse effect on the performance or the continued operation of thePartnership.  The same considerationsapply to the Trading Advisors and their professionals or other employees.  In addition, if the General Partner isremoved, resigns or otherwise no longer serves as the General Partner of thePartnership, a large number of Trading Advisors may become unavailable to thePartnership, which may have an adverse impact on the Partnership’s investmentperformance.

 

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

 

**No Assurance of Trading Advisors’ ContinuedServices; Competition for Trading Advisors**

 

There is no assurance that any Trading Advisor will bewilling or able to continue to provide advisory services to thePartnership.  There is severe competitionfor the services of qualified Trading Advisors, and the Partnership may not beable to retain satisfactory replacement or additional Trading Advisors on acceptableterms.  Trading Advisors generally havelimited capacity and therefore, the General Partner attempts to equitablyallocate such capacity among the different products advised by the GeneralPartner.  In certain circumstances,however, the Partnership may be unable to employ a specific Trading Advisor,even if such Trading Advisor may be beneficial to the Partnership, due to suchcapacity constraints.  The identificationof attractive investment opportunities is difficult and involves a high degreeof uncertainty.  It is possible that competitionfor appropriate investment opportunities may increase, thus reducing the numberof opportunities available and adversely affecting the Partnership’s ability tomake certain investments or the terms upon which investments can be made.  In addition, it is possible that thePartnership may have exposure to the same investment through more than oneTrading Advisors.  Furthermore, theapplicable Trading Advisors 

 

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could take opposingpositions with respect to such investments and thus the Partnership’s exposureto such underlying investment could move against each other.

 

**Use of Multiple Trading Advisors**

 

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

 

**Emerging Trading Advisors**

 

The Partnership may allocate capital to TradingAdvisors or invest in Portfolio Funds that are managed by Trading Advisors thathave managed accounts or portfolio funds for a relatively short period of time(“**Emerging Trading Advisors**”).  The previous experience of Emerging TradingAdvisors is typically in trading proprietary accounts of financial institutionsor managing unhedged accounts of institutional money managers or otherinvestment firms.  Because EmergingTrading Advisors may not have direct experience managing portfolio funds,including experience with financial, legal or regulatory considerations uniqueto portfolio fund management, and there is generally less information availableon which to base an opinion of such Emerging Trading Advisors’ investment andmanagement expertise, investments with Emerging Trading Advisors may be subjectto greater risk and uncertainty than investments with more experienced TradingAdvisors.

 

**Recession**

 

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

 

**Reliance on Key Individuals**

 

The success of a particular Trading Advisor isdependent on the expertise of the relevant Trading Advisor personnel.  Certain Trading Advisors may have only one ora limited number of key individuals.  Theloss of one or more individuals from a Trading Advisor could have a materialadverse effect on the performance of such Portfolio Fund which, in turn, couldadversely affect the performance of the Partnership.

 

**Trading Advisor Misconduct or BadJudgment**

 

The General Partner may have no, or only limited,access to information regarding the activities of the Trading Advisors.  Furthermore, the General Partner cannotguarantee the accuracy or completeness of such information.  As a consequence, although the GeneralPartner will monitor the activities of the Trading Advisors, it may bedifficult, if not impossible, for the General Partner to protect thePartnership from the risk of Trading Advisor fraud, misrepresentation ormaterial strategy alteration.  LimitedPartners themselves will have no direct dealings or contractual relationshipswith the Trading Advisors and therefore will not be able to monitor theactivities of the Trading Advisors.

 

**Misconduct of Employees and ofThird Party Service Providers**

 

Misconduct or misrepresentations by employees of theGeneral Partner, Trading Advisors or third party service providers could causesignificant losses to the Partnership. Employee misconduct may include binding a Trading Advisor or PortfolioFund to transactions that exceed authorized limits or present unacceptablerisks and unauthorized trading activities, concealing unsuccessful tradingactivities (which, in any case, may result in unknown and unmanaged risks orlosses) or making misrepresentations regarding any of the foregoing.  Losses could also result from actions bythird party service providers, including, without limitation, failing torecognize trades and misappropriating assets. In addition, employees and thirdparty service providers may improperly use or disclose confidentialinformation, which could result in litigation or serious financial harm,including limiting the Partnership’s business prospects or future marketingactivities.  Despite the due diligenceefforts of the General Partner, misconduct and intentional misrepresentationsmay be undetected or not fully comprehended, thereby potentially underminingthe General Partner’s due diligence efforts. As a result, no assurances can be given that the due diligence performedby the General Partner will identify or prevent any such misconduct.

 

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**Reliance on Valuation Information from TradingAdvisors and Third Parties**

 

In order to value the assets and liabilities of thePartnership, the Partnership and/or the General Partner will rely oninformation provided by Trading Advisors, their agents and/or outsideparties.  Such persons may provideinaccurate, incomplete, out-of-date or otherwise unreliable information.

 

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

 

**Risks Associated with Allocationto Portfolio Funds**

 

The General Partner may allocate the Partnership’sassets either to accounts managed by Trading Advisors on behalf of thePartnership or to one or more Portfolio Funds operated and traded by TradingAdvisors that are registered as “commodity pool operators” under the CommodityExchange Act.  With respect to assetsallocated to a Portfolio Fund, the General Partner will lose some element ofcontrol over such assets in that such Portfolio Fund’s Trading Advisor (ratherthan the General Partner) will determine where their money is custodied, whoacts as futures broker and the like. Certain Portfolio Funds may maintain their assets in unregulatedaccounts fully subject to the risk and the credit rating of the broker.  In some cases, the General Partner will nothave access to trade information and will not be able to confirm whether agreedupon trading restrictions are being followed.

 

Most Portfolio Funds permit redemptions only once amonth as of the month-end or quarterly as of the quarter-end, whereas in amanaged account the General Partner can close the account at any time.  The Partnership will only be able to reduceits allocation to such Portfolio Funds periodically.  Further, some Portfolio Funds may have theability to delay or suspend redemptions in certain circumstances.  Thus, the General Partner’s ability to exitfrom a Trading Advisor and redeploy assets may be limited.

 

It is possible that the annual Schedule K-1 thatinvestors receive for tax reporting purposes will arrive later if one or moreof the Portfolio Funds run late in getting its own K -1s out to investors.

 

**Risks Associated with Redemptionsby the Partnership from Portfolio Funds**

 

The Partnership may redeem investments in PortfolioFunds either to reallocate Partnership assets or to raise redemption proceedsfor redeeming Limited Partners. Redemptions for either purpose may impact both redeeming LimitedPartners and remaining Limited Partners, although the consequences to each maybe different.

 

*Liquidity Mismatch.*  The Partnership’s redemption policies mayallow shorter redemption notices and more frequent redemption of Units thancertain Portfolio Funds.

 

*OtherLimitations on Withdrawals from Portfolio Funds.*  If the Partnership allocates assets to one ormore Portfolio Funds, the terms and conditions applicable to PortfolioFunds may permit the Portfolio Funds to (i) distribute assets in kindrather than pay redemptions in cash, (ii) suspend redemptions; therebyprecluding the Partnership from liquidating its interest in such PortfolioFund, (iii) impose other limitations upon redemptions or redemptionpayments.  Accordingly, a Limited Partnerseeking to redeem Units may be subject to the risks of a Portfolio Fund untilsuch time that the Partnership has actually received its redemption proceedsfrom the Portfolio Fund.  Moreover, inthe event a Portfolio Fund suspends redemptions or fails to pay redemptionproceeds, it may not be possible for the Partnership to pay redeeming LimitedPartners their entire redemption amount.

 

Many Portfolio Funds retain the authority to suspendwithdrawals, to establish substantial reserves (which may reduce amountsotherwise distributable to an investor such as the Partnership) and to withholdsome or all of the withdrawal proceeds from a withdrawing investor so as toavoid having to liquidate investments prematurely in order to pay the withdrawinginvestor in full, or in circumstances in which it is not feasible to determinethe exact value of the withdrawing investor’s investment as of the date ofwithdrawal.  During the ongoing financialmarket crisis of 2007-2009, an unprecedented number of portfolio funds havesuspended withdrawals due to what the Trading Advisors believed to be aninability to execute portfolio transactions at reasonable price levels.

 

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

 

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**Leveraging by Trading Advisors**

 

Trading Advisors may engage in various forms ofleverage, and the Partnership does not necessarily limit the use of leverage byindividual Trading Advisors.  Leveragemay include both leveraged trading in futures and forwards (as described aboveunder *“Risk Factors —Volatile Markets; Highly Leveraged Trading”*), other derivatives aswell as direct borrowings.  To the extentthat a Trading Advisor uses leverage, the value of the Partnership’s net assets(or the relevant Portfolio Fund) will tend to increase or decrease at a greaterrate than if no leverage were employed. If income and appreciation on investments made with borrowed funds areless than the required cost of such borrowings, the value of the Partnership’snet assets will decrease.  Accordingly,any event which adversely affects the value of an investment by a TradingAdvisor would be magnified to the extent that such investment isleveraged.  Leverage has a similar effecton investments themselves, to the extent the issuer is leveraged, and can alsoaffect the issuer’s cash flow and operating results.

 

The cumulative effect of the use of leverage byTrading Advisors in a market that moves adversely to such Trading Advisorscould result in a substantial loss to the Partnership which would be greaterthan if the Trading Advisors were not leveraged.  As a result, if the Partnership’s losses withrespect to any Trading Advisor were to exceed the amount of capital allocatedto that Trading Advisor, the Partnership could lose its entire investment.  In addition, the Partnership itself may enterinto leverage transactions.  Leveragetransactions by the Partnership would be in addition to any leveragetransactions of Trading Advisors and is not limited by the amount, if any, bywhich Trading Advisors are leveraged.

 

**Hedging Transactions**

 

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

 

A Trading Advisor may not anticipate a particular riskso as to hedge against it.  In addition,hedging transactions may result in a poorer overall performance for the TradingAdvisor than if it had not engaged in any such hedging transaction.  The success of the hedging strategy issubject to the Trading Advisor’s ability to correctly assess the degree ofcorrelation between the performance of the instruments used in the hedgingstrategy and the performance of the investments in the portfolios beinghedged.  Since the characteristics ofmany securities change as markets change or time passes, the success of theTrading Advisor’s hedging strategy is also subject to the Trading Advisor’sability to continually recalculate, readjust and execute hedges in an efficientand timely manner.

 

**Changes in Trading Strategy**

 

A Trading Advisor may make certain changes in itstrading strategies without the knowledge of the General Partner.   There canbe no assurance that the trading strategies employed by a Trading Advisor willbe successful.  For example, theproprietary models used by a Trading Advisor may not function as anticipatedduring unusual market conditions. Furthermore, while each Trading Advisor may have a performance recordreflecting its prior experience, this performance cannot be used to predictfuture profitability.

 

**Independent Strategies**

 

The Trading Advisorstrade independently of one another and may at times hold economicallyoffsetting positions.

 

**Information Regarding Trading Advisors**

 

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

 

**Conflicts of Interest**

 

The Partnership is subject to a number of materialactual and potential conflicts of interest, raising the possibility thatinvestors will be disadvantaged to the benefit of the General Partner, theTrading Advisors or their respective principals and affiliates.  No formal policies or procedures have beenadopted to resolve these conflicts.

 

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**Potential Conflicts of InterestInvolving Trading Advisors**

 

Certain of the Trading Advisors may engage in otherforms of related and unrelated activities in addition to managing thePartnership’s assets or the Portfolio Funds in which the Partnershipinvests.  They may also make investmentsin futures and securities for their own account.  Activities such as these could detract fromthe time a Trading Advisor devotes to the affairs of the Portfolio Funds inwhich the Partnership invests.  Inaddition, certain of the Trading Advisors may engage affiliated entities tofurnish brokerage services to Portfolio Funds and may themselves provide marketmaking services, including acting as counterparty in over-the-countertransactions.  As a result, in suchinstances the choice of broker, market maker or counterparty and the level ofcommissions or other fees paid for such services (including the size of anymark-up imposed by a counterparty) may not have been made at arm’s length.

 

**Capacity Limitations of TradingAdvisors**

 

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

 

If the General Partner’s ability to make allocationsto Trading Advisors is limited or restricted, the Partnership’s investmentobjective and, thus its returns, could be negatively impacted.  Furthermore, because of these capacitylimitations, it is likely that the Partnership’s portfolio and those of OtherClients will have differences in the specific investments held in theirportfolios even when their investment objectives are the same or similar.  These distinctions will result in differencesin portfolio performance.

 

**Illiquid Markets**

 

Certain positions held by the Partnership may becomeilliquid, preventing a Trading Advisor from acquiring positions otherwiseindicated by its strategy or making it impossible for a Trading Advisor toclose out positions against which the market is moving.  In particular, the CFTC and futures exchangeshave established limits referred to as “speculative position limits” on themaximum net long or net short position which any person may hold or control inparticular commodity or financial futures contracts.  All of the positions held by all accountsowned or controlled by a Trading Advisor will be aggregated for the purposes ofdetermining compliance with position limits. It is possible that positions held by a Trading Advisor may have to beliquidated in order to avoid exceeding such limits.  Such modification or liquidation, ifrequired, could adversely affect the operations and profitability of theTrading Advisor.  In addition, manyfutures exchanges impose limits beyond which the price of a futures contractmay not trade during the course of a trading day, and there is a potential fora futures contract to hit its daily price limit for several days in a row,making it impossible for a Trading Advisor to liquidate a position and therebyexperiencing dramatic losses.

 

**Redemptions Restricted**

 

The Units may only be redeemed as of a calendarmonth-end, upon at least 15 calendar days’ prior notice. Investors’ limitedability to redeem Units could result in there being a substantial differencebetween a Unit’s redemption value and its Net Asset Value as of the date bywhich irrevocable redemption requests must be received.  Redemption Charges apply through the end ofthe twelfth month after a Unit (other than an Institutional Series Unit)is issued.

 

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**Trading on Non-U.S. Exchanges**

 

Trading Advisors may trade extensively in non-U.S.commodity futures contracts and in options thereon.  Non-U.S. futures transactions involveexecuting and clearing trades on a non-U.S. exchange.  This is the case even if the non-U.S.exchange is formally “linked” to a United States exchange, whereby a tradeexecuted on one exchange liquidates or establishes a position on the otherexchange.  No United States organizationregulates the activities of a non-U.S. exchange, including the execution,delivery and clearing of transactions on such an exchange, and no United Statesregulator has the power to compel enforcement of the rules of the non-U.S.exchange or the laws of non-U.S. jurisdictions. Moreover, such laws or regulations will vary depending on thejurisdiction in which the transaction occurs. For these reasons, Trading Advisors which trade on non-U.S. exchangesmay not be afforded certain of the protections which apply to United Statescommodity futures transactions, including the right to use United Statesalternative dispute resolution procedures. In addition, funds used to margin non-U.S. futures transactions may notbe provided the same protections as funds received to margin futurestransactions on United States exchanges.

 

In a number of foreign markets, a substantial volumeof trades, which in the United States could only be executed on a regulatedexchange, are executed wholly off exchanges in privately negotiated andsubstantially unregulated transactions. In some cases, the intermediaries through which a Trading Advisor maydeal on foreign markets may in effect take the opposite side of trades made fora Trading Advisor, although acting as such Trading Advisor’s agent — a practicewhich would be prohibited in the United States. A Trading Advisor may not have the same access to certain trades as dovarious other participants in foreign markets.

 

**Non-U.S. Exchange Risk Exposure**

 

Certain Trading Advisors may trade in instrumentsdenominated, and may receive a portion of their income and gains, in currenciesother than the U.S. Dollar.  A reductionin the value of such other currencies relative to the U.S. Dollar prior toconversion into U.S. Dollars, as applicable, would adversely affect the NetAsset Value of the Partnership.  ThePartnership may, but is not required to, hedge the exchange exposure related toany such Trading Advisors.

 

**Non-U.S. Exchange Speculation**

 

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

 

**Bankruptcy or Default**

 

The Partnership is subject to the risk of theinsolvency of the Clearing Broker, exchanges or clearinghouses.  The Partnership could be lost or impoundedduring lengthy bankruptcy proceedings. Were a substantial portion of the Partnership’s capital to becomesubject to a bankruptcy proceeding, the General Partner  might suspend or limit trading, perhapscausing the Partnership to miss significant profit opportunities.  No partnership managed by the General Partnerhas ever lost any assets due to the bankruptcy or default of a broker, exchangeor clearinghouse, but there can be no assurance that this will not happen inthe future.  Under CFTC CommissionRegulation 1.20, the Clearing Broker is required to separately account for andsegregate in a customer segregated funds account the Partnership’s commodityfutures positions, the assets deposited as margin in respect of such positions,and any proceeds from such positions. The Clearing Broker may not obligate funds in the customer segregatedfunds account except to purchase, margin, guarantee, secure, transfer, adjust,or settle trades, contracts, or commodity option transactions of commodity oroption customers, and the Clearing Broker may not hold, dispose of, or use anycustomer funds as belonging to any person other than the Clearing Broker’scommodity or option customers.  Even so,if positions in the customer segregated funds account suffer losses in excessof the cash deposited to margin those positions, and the customer for whoseaccount those positions are carried does not meet the Clearing Broker’s callsfor additional margin, the Clearing Broker could be forced into bankruptcy ifit cannot satisfy those losses out of its own assets.  If that were to happen, because thePartnership’s positions and assets are commingled with other customer positionsin the customer segregated funds account at the Clearing Broker, thePartnership’s assets deposited with the Clearing Broker would be used pro ratawith the assets of other customers to satisfy any remaining losses from thosepositions in the account, and Partnership investors could incur substantiallosses, despite the Partnership having been otherwise highly profitable.

 

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**Limited Regulatory Oversight**

 

The Partnership does not come within the statutorydefinition of an “investment company” and is not registered as an investment company, under the Investment CompanyAct of 1940, as amended, or any comparable regulatory requirements, and doesnot intend to do so.  Accordingly, theprovisions of such regulations, which among other things generally requireinvestment companies to have a majority of disinterested directors, require securitiesheld in custody at all times to be maintained in segregated accounts, imposecertain operational trading limitations and regulate the relationship betweenthe investment company and its asset manager, are not applicable to aninvestment in the Partnership. The General Partner is registered as aninvestment adviser under the Advisers Act and is consequently subject to therecord-keeping, disclosure and other fiduciary obligations specified in theAdvisers Act.  Upon request from aprospective investor, the Partnership will provide a copy of Part II ofthe General Partner’s Form ADV or brochure in lieu thereof.

 

**Absence of Regulation ConcerningTrading Advisors and Portfolio Funds**

 

Portfolio Funds will notbe registered as investment companies under the 1940 Act.  In addition, certain Trading Advisors willnot be required to register as commodity pool operators or commodity tradingadvisors under the Commodity Exchange Act (the “**Commodity Exchange Act**”) or asinvestment advisers under the Investment Advisers Act of 1940, as amended (the “**Advisers Act**”).  Also,Trading Advisors that operate outside of the United States may be registeredunder the Advisers Act, but not subject to as comprehensive a regulatory schemeas Trading Advisors that are registered under the Advisers Act and operating withinthe United States.  As a result, TradingAdvisors may be subject to a wide range of laws and regulatory oversight, andthe protections available to the Partnership will correspondingly vary.  Similarly, certain investments in funds andaccounts formed and operated outside the United States may not be subject tocomprehensive government regulation.  TheTrading Advisors may not be covered by insurance or by fidelity bonding.  Moreover, the Partnership generally will haveno control over the selection of the custodians of the assets of any PortfolioFunds in which the Partnership invests, which also may be subject to a lesserdegree of government supervision or regulation than commercial banks, trustcompanies or securities dealers conducting business within the United States.

 

**Currency Forward Trading**

 

The Trading Advisors maytrade forward contracts on currencies on behalf of the Partnership.  Forward contracts are not traded onexchanges; rather, banks and dealers act as principals in these markets.  Consequently, in respect to its forwardtrading, the Partnership is subject to the risk of the inability or refusal toperform with respect to such contracts on the part of the principals or agentswith or through which the Trading Advisors trade.  Any failure or refusal to discharge theircontractual obligations by the counterparties with which the Trading Advisorsdeal on the forward markets, whether due to insolvency, bankruptcy or othercauses, could subject the Partnership to substantial losses.  No Trading Advisor will be excused fromperformance under any forward contracts into which it has entered due todefaults under other forward contracts which in the Trading Advisor’s strategywere to have substantially “covered” the non-defaulted contracts.  There is also the risk that a counterpartythat loses money on a contract with a Trading Advisor may seek to avoid itsobligations on legal grounds.

 

**Option Transactions**

 

The Trading Advisors may engage in optiontransactions.  The purchase or sale of anoption involves the payment or receipt of a premium payment by the investor andthe corresponding right or obligation, as the case may be, to either purchaseor sell the underlying instrument for a specific price at a certain time orduring a certain period.  Purchasingoptions involves the risk that the underlying instrument does not change pricein the manner expected, so that the option expires worthless and the investorloses its premium.  Selling options, onthe other hand, involves potentially greater risk because the investor isexposed to the extent of the actual price movement in the underlying securityin excess of the premium payment received. Over-the-counter options also involve counterparty solvency risk.

 

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**Currency Options Trading**

 

The Trading Advisors maytrade options on currencies or on currency futures or forward contracts.  Although successful options trading requiresmany of the same skills as successful futures trading, the risks involved aresomewhat different.  For example, theassessment of near-term market volatility — which is directly reflected in theprice of outstanding options — can be of much greater significance in tradingoptions than it is in many long-term futures strategies.  Trading in options may result in substantiallosses if market volatility is incorrectly predicted.

 

**Swaps and Other Derivatives**

 

The Trading Advisors may enter into swap and similarderivative transactions which seek to modify or replace the investment performanceof particular interest rates, currencies, securities, investment fundinterests, indices, prices or markets on a leveraged or an unleveragedbasis.  A swap transaction is anindividually negotiated, non-standardized agreement between two parties toexchange cash flows (and sometimes principal amounts) measured by differentinterest rates, exchange rates, indices or prices, with payments generallycalculated by reference to a principal (“notional”) amount or quantity.  Swap contracts and similar derivativecontracts are not traded on exchanges; rather, banks and dealers act asprincipals in these markets.  As aresult, the Trading Advisors are subject to the risk of the inability orrefusal to perform with respect to such contracts on the part of the counterpartieswith which the Trading Advisors trade. See “*Risk Factor – Counterparty Risk*”below.  The swap market is generally notregulated by any United States or foreign governmental authority.  Speculative position limits are notapplicable to swap transactions, although the counterparties with which theTrading Advisors deal may limit the size or duration of positions available tothe Trading Advisors as a consequence of credit considerations.  Participants in the swap markets are notrequired to make continuous markets in the swap contracts they trade.

 

**Currency Markets May Be Illiquid or Disrupted**

 

Although generally highlyliquid, the markets in which the Trading Advisors trade can experience periodsof illiquidity, sometimes of significant duration.  For example, none of the participants in theforward markets are required to maintain a market in any particular currency orto maintain a reasonable spread between the “bid” and “asked” prices that theyquote.  Disruptions can occur in anymarket traded by the Trading Advisors due to unusually high trading volume,political intervention or other factors. Market illiquidity or disruption could result in major losses to thePartnership.

 

**Portfolio Turnover**

 

The Trading Advisors mayinvest and trade their portfolio investments on the basis of certain short-termmarket considerations.  The turnover ratewithin these Trading Advisors is expected to be significant, potentiallyinvolving substantial brokerage commissions and fees.  The General Partner will have no control overthis turnover.

 

**Legal Risk**

 

Trading Advisors may trade in futures, currencies andoptions thereon in various markets throughout the world, including emerging ordeveloping markets, some of which are highly controlled by governmental authorities.  Particularly in developing markets, lawsgoverning transactions in commodities, derivatives securities and securitiesindices and other contractual relationships are new and largely untested.  As a result, these investments may entailunusual risks, including inadequate investor protection, contradictorylegislation, incomplete, unclear and changing laws, ignorance or breaches ofregulations on the part of other market participants, lack of established oreffective avenues for legal redress, lack of standard practices andconfidentiality customs and lack of enforcement of legal regulations. It may bedifficult to obtain or enforce judgments in these countries.

 

**Credit Risk Associated withExchange – Traded Futures Contracts and Options on Futures Contracts**

 

In entering into futures contracts and options onfutures contracts, there is a risk that a counterparty will not be able to meetits obligations to the Partnership or a Portfolio Fund.  The counterparty for futures contracts andoptions on futures contracts traded in the US and on most foreign futuresexchanges is the clearinghouse associated with such exchange.  In general, clearinghouses are backed by thecorporate members of the clearinghouse that are required to share any financialburden resulting from the non-performance by one of its members and, as such,should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (*i.e.*, someforeign exchanges), it is normally backed by a consortium of banks or otherfinancial institutions.  There can be noassurance that any counterparty, clearing member or clearinghouse will be ableto meet its obligations to the Partnership or a Portfolio Fund.

 

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**Counterparty Risk**

 

In selecting counterparties to transactions in whichthe Partnership will engage, including but not limited to, borrowings underlines of credit it may have in place, the General Partner has the authority toand will consider a variety of factors in addition to the price associated withsuch transactions.  Considerations mayinclude, but are not limited to: (a) the ability of the counterparty to (i) provideother products and services, (ii) accept certain types of collateral andprovide multiple products or services linked to such collateral or (iii) executetransactions efficiently, or (b) the counterparty’s facilities,reliability and financial responsibility. Such products and services generally may benefit both the Partnershipand Other Clients, although not necessarily in relation to their relativeparticipation in a particular transaction. If the General Partner determines that the counterparty’s transactioncosts are reasonable overall, the Partnership may incur higher transaction coststhan it would have paid had another counterparty been used.  The General Partner will periodicallyreevaluate its assessment of the selected counterparty.  Subject to the Advisers Act, other applicableregulatory frameworks and the terms of the Partnership’s governing documents,counterparties to such transactions may be affiliates of, or service providersto, the Partnership or the General Partner, and thus such transactions may besubject to a number of potential conflicts of interest.

 

Certain of the markets inwhich Trading Advisors invest and trade are over-the-counter or “interdealer”markets.  The participants in thesemarkets typically are not subject to the type of strict credit evaluation andregulatory oversight applicable to members of “exchange-based” markets, andtransactions in these markets typically are not settled through exchanges orclearinghouses that guarantee the trades of their participants.  Rather, the responsibility for performingunder a particular transaction rests solely with the counterparties to suchtransaction.  This results in the riskthat a counterparty may not settle a transaction with a Trading Advisor inaccordance with its terms, because the counterparty is either unwilling orunable to do so (for example, because of a credit or liquidity problemaffecting the counterparty), potentially resulting in significant loss.  In some jurisdictions, the Partnership mayonly be an unsecured creditor of its counterparty in the event of bankruptcy oradministration of such counterparty.  Inan attempt to mitigate the risk of counterparty default, many counterpartiesnow require the posting of collateral. However, this collateral may be difficult to liquidate in a marketcrisis.  In addition, a Trading Advisorcould lose a significant portion of the Partnership’s capital while the TradingAdvisor attempts to execute a substitute transaction to replace a transactionunder which a counterparty has defaulted. In the event of a counterparty failure, the Partnership could lose all ofits assets.

 

Documentation, clearance and settlement practices inthe market generally have been the subject of regulatory and industryconcerns.  Furthermore, derivativeinstruments typically contain provisions giving the counterparty the right toterminate the contract upon the occurrence of certain events.  The payment obligations with respect toderivative instruments are often based on a notional principal amount, whichmay result in a leveraged investment.

 

The bankruptcy of Refco LLC and the related customerlosses have indicated that even funds which investors may have believed weresubject to regulatory protection may be subject to the insolvency of thedealers or counterparties with which such funds are maintained.  Furthermore, recent apparently significant losses incurredby many hedge funds in relation to the bankruptcy and/or administration ofLehman Brothers Holdings and its affiliates illustrate the risks incurred inboth derivatives trading and custody/brokerage arrangements.

 

“Counterparty risk” isaccentuated in the case of contracts having longer maturities as well as  in the case of a Trading Advisor thatconcentrates its transactions with a single counterparty or a limited number ofcounterparties.

 

The General Partner hasno control over the counterparties with which the Trading Advisors enter intotransactions.  In addition, TradingAdvisors generally are not restricted from dealing with any particularcounterparties or from concentrating any or all of their transactions for thePartnership with a single counterparty or limited number of counterparties.

 

Many risks exist whencapital is maintained at unregulated entities (including the risk that suchunregulated entities could become insolvent). In addition, most dealing agreements permit counterparties to transfercustomer funds from regulated to unregulated accounts in the counterparties’discretion.  The General Partner has noability to assess the extent to which the Trading Advisors maintain theirassets in unregulated accounts that do not enjoy any protection in the event ofthe bankruptcy of the counterparties holding such assets.

 

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**Regulatory Changes Could Restrict the Partnership’sOperations**

 

Legal, tax, and regulatory changes, as well asjudicial decisions, could adversely affect the Partnership.  In particular, the regulatory environmentrelevant to the Partnership, the General Partner and Trading Advisor activitiesis evolving and may entail increased regulatory involvement in their businessesor result in ambiguity or conflict among legal or regulatory schemes applicableto their businesses, all of which could adversely affect the investment ortrading strategies pursued by the Partnership or Trading Advisors or the valueof investments held by the Partnership or a Trading Advisor.

 

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

 

The Partnershipimplements a speculative, highly leveraged strategy.  From time to time there is governmentalscrutiny of these types of strategies and political pressure to regulate theiractivities.  For example, foreigngovernments have from time to time blamed the declines of their currencies onspeculative funds and imposed restrictions on speculative trading in certainmarkets, and the collapse of major hedge funds in 1998 and recent years amongcertain corporate and market events has led to significantly increasedregulatory monitoring of the activities of these funds and, to an extent,commodity pools such as the Partnership.

 

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

 

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

 

In addition, the Partnership or a Portfolio Fund mayinvest in derivative transactions.  Theregulation of derivatives is an evolving area of law and is subject tomodification by government and judicial action.

 

**Broad Indemnification**

 

The various agreements and other documents referencedherein contain various provisions limiting the liability of the General Partnerand its affiliates and provide broad indemnification.  The U.S. federal and state securities lawsimpose liabilities under certain circumstances on persons that cannot be waivedby contract or other agreements or documents. Therefore, nothing in those agreements should be deemed, or be construedin a manner that purports, to waive or limit any right to the extent suchwaiver or limitation is prohibited by applicable law.

 

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*The following are not risks but rather importanttax features of investing in the Partnership that all prospective investorsshould carefully consider before deciding whether to purchase Units.*

 

I**nvestors Are Taxed EveryYear on Their Share of the Partnership’s Profits — Not Only When They Redeem asWould Be the Case if They Held Stocks or Bonds**

 

Investors are taxed eachyear on their share of the Partnership’s income and gains, irrespective ofwhether they redeem any Units.

 

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

 

Over time, thecompounding effects of the annual taxation of the Partnership’s income arematerial to the economic consequences of investing in the Partnership.  For example, a 10% compound annual rate ofreturn over five years would result in an initial $10,000 investmentcompounding to $16,105.  However, if onefactors in a 30% tax rate each year (the blended tax rate on many of thefutures contracts traded by the Partnership is currently 23%), the result wouldbe $14,025.

 

**A Portion of the Partnership’s Trading Gains AreTaxed at Higher Capital Gains Rate**

 

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

 

**Tax Could Be Due From Investors on Their Share ofthe Partnership’s Interest Income Despite Overall Losses**

 

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

 

** InvestmentAdvisory Fees**

 

Limited Partners could berequired to treat the Trading Advisors’ Profit Share compensation, as well ascertain other expenses of the Partnership, as “investment advisory fees,” whichare subject to substantial restrictions on deductibility for individualtaxpayers.  The General Partner has not,to date, been classifying the Trading Advisors’ performance-based compensationor any such expenses as “investment advisory fees,” a position to which theInternal Revenue Service (the “IRS”) might object.

 

**Tax Audit**

 

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

 

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

 

**Credit Risk**

 

Heightened stress in thefinancial system stemming from ongoing issues in residential real estate andstructured credit markets, as well as a fear of recession, has led tosignificant de-leveraging by financial institutions. This in turn has led todissipating liquidity and steep declines in valuations across a number of assetclasses, particularly in the credit markets. The disruptions in credit marketshave prompted many investors to sell their current holdings in search of safehavens, such as U.S. government bonds and precious metals. Historically, theseflight-to-quality conditions have created strong trends in the global fixed incomeand commodities markets. Past market performance is not necessarily indicativeof future market performance.

 

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**Acquisition of Quellos Fundof Funds Business**

 

On October 1,2007, BlackRock and BAA Holdings, LLC, a wholly-owned subsidiary of BlackRock,completed the acquisition of the fund of funds business of Quellos Holdings,LLC (“Quellos”).  The combined fund offunds platform of BlackRock, including the portion acquired from Quellos,operates under the name of BlackRock Alternative Advisors (defined herein asBAA).  The General Partner of thePartnership did not change as result of the acquisition.  No changes have occurred to the Partnership’sinvestment objective or to the Partnership’s structure as a result of thesechanges.  However, the combinedQuellos-BlackRock platform is complex, and may pose unexpected difficulties, orincur unexpected costs, in any of them, including: (i) the diversion ofmanagement’s attention to integration matters; (ii) difficulties inachieving expected cost savings associated with the Quellos-BlackRock platform;(iii) difficulties in the integration of operations and systems; (iv) difficultiesin the assimilation of employees; (v) difficulties in replacing thesupport functions currently provided by Quellos to its fund of funds business,including support and assistance in respect of risk management, financial andoperational functions; (vi) challenges in keeping existing clients andobtaining new clients, including potential conflicts of interest; and (vii) challengesin attracting and retaining key personnel.

 

**Information Technology Systems**

 

The Partnership is dependent on the General Partnerand the Trading Advisors for investment management, operational and financialadvisory services.  The Partnership isalso dependent on the General Partner for certain management services as wellas back-office functions.  The GeneralPartner and the Trading Advisors depend on information technology systems inorder to assess investment opportunities, strategies and markets and to monitorand control risks for the Partnership and Portfolio Funds.  Information technology systems are also usedto trade in the underlying investments of the Portfolio Funds.

 

It is possible that a failure of some kind whichcauses disruptions to these information technology systems could materiallylimit the General Partner’s or a Trading Advisor’s ability to adequately assessand adjust investments, formulate strategies and provide adequate risk controls.  Any such information technology relateddifficulty could harm the performance of the Partnership.

 

Further, failure of the back office functions of theGeneral Partner to process trades in a timely fashion could prejudice theinvestment performance of the Partnership.

 

**Lack of Transferability ofPartnership Units**

 

The Units offered hereby have not been registeredunder the Securities Act of 1933, as amended (the “**SecuritiesAct**”) or state securities laws and are subject to restrictions ontransfer contained in such laws.  TheUnits are not transferable except by or with the consent of the GeneralPartner, which may be withheld in its sole and absolute discretion.  In addition, any transfer of Units will besubject to the anti-money laundering policies and procedures and otherregulatory requirements applicable to the Partnership, as determined by theAdministrator and the General Partner. There will not be any market for the Units.

 

**Legal Risk, Litigation andRegulatory Action**

 

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

 

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**Bank Holding Company Act of 1956**

 

Each of BlackRock and the General Partner is, forpurposes of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), asubsidiary of PNC and Bank of America Corporation (“BAC”), each of which issubject to regulation as a “financial holding company” (an “FHC”) by the Boardof Governors of the Federal Reserve System (the “Federal Reserve”).  Because the General Partner may be deemed toexercise corporate control over the Partnership for purposes of the BHC Act,each of the Partnership, the General Partner and BlackRock intends to complywith the investment and activities restrictions that would generally beapplicable to PNC and BAC as FHCs.  Underthe BHC Act, an FHC and its affiliates may engage in, and may acquire interestsin, or control of, companies engaged in, among other things, a wide range ofactivities that are “financial in nature,” including certain banking,securities, investment management, merchant banking, and insuranceactivities.  Other activities areprohibited or limited to activities that fall within certain definedauthorizations (“Authorizations”).

 

BlackRock is currently evaluating the status ofPortfolio Funds in relation to various Authorizations, and currentlyanticipates that it, PNC and BAC generally will be able to treat thePartnership as making so-called “merchant banking” portfolio investments forpurposes of the BHC Act.  Under the BHCAct, an FHC or its affiliates may make a merchant banking investment in anon-financial portfolio company, which it may control but may not routinelymanage or operate for such period of time as is necessary to enable dispositionon a reasonable basis.  The FederalReserve’s current regulations governing the merchant banking activities of anFHC (i) restrict involvement by the Partnership, the General Partner,BlackRock, PNC or BAC in the routine management and operating of a PortfolioFund through officer or employee interlocks, contractual provisions, or othermeans, (ii) impose a 15-year maximum term on the Partnership (or, if thePartnership fails to qualify for this 15-year term, generally impose a 10-yearmaximum holding period on each merchant banking portfolio investment by thePartnership), (iii) restrict lending by PNC’s subsidiary bank to thePartnership and to any Portfolio Fund, (iv) limit other transactions byPNC’s and BAC’s subsidiary banks with such Portfolio Fund, (v) limitcross-marketing between PNC’s and BAC’s subsidiary banks and such PortfolioFund, and (vi) apply certain record-keeping and reporting and policy andprocedural requirements to investments by the Partnership.

 

To ensure compliance with the merchant bankingrequirements of the BHC Act, neither the General Partner nor the Partnershipwill be involved in the routine management and operation of PortfolioFunds.  Given that the investment programof the Partnership is focused primarily on the futures and forwards markets,and is anticipated to consist substantially of minority stakes, such level ofmanagement or control would not generally be available and no officer oremployee of BlackRock or the General Partner will be permitted to serve as anofficer, manager or employee of any Portfolio Fund.  In addition, the General Partner does notexpect that any investment in Portfolio Funds would exceed the maximum holdingperiods for merchant banking investments.

 

Aside from the authority to make merchant bankinginvestments, the General Partner, BlackRock and the Partnership may be able torely on other statutory and regulatory provisions in order to maintaincompliance with the BHC Act.  The GeneralPartner reserves the right to rely on any such applicable exemptions and totake all reasonable steps deemed necessary, advisable or appropriate to complywith the BHC Act.  The BHC Act andFederal Reserve regulations and interpretations thereunder may be amended overthe term of the Partnership.  The GeneralPartner does not expect the limitations of the merchant banking investmentauthority or other provisions of the BHC Act to have a material adverse effecton the Partnership, its current investment strategy, or its operations.

 

**Monitoring of Allocations ofPartnership Capital to Trading Advisors**

 

Trading Advisors could bethe subject of lawsuits or legal proceedings, and the expenses or liabilities whicharise from any such suits or proceedings, will be borne by the Trading Advisor,and indirectly by the Partnership as a client of the Trading Advisor.  In addition, although BAA attempts to monitorthe performance of all of its Trading Advisors, the General Partner mustultimately rely on (i) the Trading Advisor to operate in accordance withits investment guidelines, and (ii) the accuracy of the informationprovided to the General Partner by the Trading Advisor.  Any failure of the Trading Advisor to operatewithin such guidelines or to provide accurate information, could subject thePartnership to losses.  Moreover, many ofthe strategies implemented by the Trading Advisors rely on the financialinformation made available by the issuers in which the Trading Advisorsinvest.  BAA has no ability toindependently verify the financial information disseminated by the issuers inwhich the Trading Advisors invest and is dependent upon the integrity of boththe management of these issuers and the financial reporting process ingeneral.  Recent events have demonstratedthe material losses which investors such as the Partnership can incur as aresult of corporate mismanagement, fraud and accounting or otherirregularities.

 

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**Multiple Levels of Expense**

 

Both the General Partner and the Trading Advisorsreceive investment management fees.  Inaddition to management fees, the Partnership is subject to other substantialcharges, including a Distribution Fee and a Redemption Charge and otherexpenses.  Furthermore, in addition to afixed management fee, Trading Advisors typically will receive performance-basedallocations.  The existence of a performancefee may create an incentive for the Trading Advisor to make riskier and morespeculative investments than would otherwise be the case in the absence of suchperformance-based compensation.  ATrading Advisor may receive performance-based allocations based on theunrealized appreciation of the account or Portfolio Fund’s portfolio (as thecase may be).  Also, the “high water mark”for a Trading Advisor’s account or the investment in a Portfolio Fund (as thecase may be) may not correspond to a Limited Partner’s holding period.  Therefore, the Partnership may pay aperformance fee to a Trading Advisor when a Limited Partner has not receivedthe same positive performance for the Partnership as a whole and a LimitedPartner may benefit from a “loss carry forward” attributable to a TradingAdvisor’s account or a Portfolio Fund (as the case may be) where thePartnership incurred the loss prior to the Limited Partner’s investment.  Furthermore, Trading Advisors are compensatedbased on the performance of the accounts they trade for the Partnership or thePortfolio Fund they manage (as the case may be).  Consequently, a particular Trading Advisormay receive performance-based compensation in respect of its performance duringa period when the Partnership’s overall capital depreciated.  Historically, certain Trading Advisors haverequired substantial performance fees when the performance of the Partnershipas a whole was breakeven or unprofitable.

 

If the Partnership invests in a Portfolio Fund, thePartnership, along with each other investor in such Portfolio Fund, will payits *pro rata* share of the expenses of suchPortfolio Fund, including such Portfolio Fund’s organizational, operating andinvestment expenses as well as its *pro rata* shareof any extraordinary expenses incurred by such Portfolio Fund.

 

**Managed Account Allocations**

 

The Partnership primarily places assets with TradingAdvisors by opening discretionary managed accounts rather than investing inPortfolio Funds.  Managed accounts exposethe Partnership to theoretically unlimited liability, and it is possible, giventhe leverage at which certain of the Trading Advisors trade, that thePartnership could lose more in a managed account directed by a particularTrading Advisor than the Partnership had allocated to such Trading Advisor toinvest.  However, the Partnership will seekto mitigate such risks investing, whenever possible via a structure that limitsthe Partnership’s maximum liability to the amount invested in any such managedaccount.

 

**Ownership of UnderlyingInvestments**

 

When deciding whether to invest or continue investingin a Portfolio Fund, the General Partner carries out no independentinvestigation of the ownership of the assets of the Portfolio Fund.  Instead, the General Partner relies onaudited accounts and other financial information provided to it by the PortfolioFund.  In the event that a Portfolio Funddoes not own or there is a defect in the ownership of the underlyinginvestments, this could have an adverse impact on the ability of thePartnership to achieve its investment objective.

 

**General Trading Risk Disclosure Statement**

 

Prospective investorsshould carefully consider whether their financial condition permits them toparticipate in the Partnership.  In sodoing, prospective investors should be aware that futures and options trading canquickly lead to large losses as well as gains. Such trading losses can sharply reduce the Net Asset Value of thePartnership and consequently the value of an investor’s Units.  In addition, certain restrictions onredemption may affect an investor’s ability to withdraw from participation inthe Partnership.  Further, thePartnership is subject to substantial charges for management, as well asadvisory and brokerage fees.  It may benecessary for the Partnership to make substantial trading profits to avoiddepletion or exhaustion of its assets. Notwithstanding the foregoing risk factors in this Form 10-K, thisbrief statement cannot disclose all of the risks and other factors necessary toevaluate a potential investor’s participation in the Partnership.

 

**Item 1B:  Unresolved Staff Comments**

 

Because the Partnershipis not an accelerated filer, a large accelerated filer or a well-known seasonedissuer, as defined by Rules 240.10b-2 and 230.405, the informationrequired by Item 1B is not applicable.

 

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**Item 2:****  Properties**

 

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

 

The Partnership’sadministrative offices are the administrative offices of BRIM, 40 East 52nd Street, New York, New York 10022.  BRIM performs certain administrative servicesfor the Partnership from BlackRock’s offices.

 

**Item 3:  Legal Proceedings**

 

The Partnership orBRIM has never been the subject of any material litigation.  BRIM, as well as certain of its subsidiaries andaffiliates have been named as defendants in civil actions, arbitrationproceedings and claims arising out of their respective businessactivities.  Although the ultimateoutcome of these actions cannot be predicted at this time and the results oflegal proceedings cannot be predicted with certainty, it is the opinion ofmanagement that the result of these matters will not be materially adverse tothe business operations or financial condition of BRIM or the Partnership.

 

**Item 4:  Submission of Matters to aVote of Security Holders**

 

None.

 

24

----

 

**PART II**

 

**Item 5:****  Marketfor Registrant’s Common Equity and Related Stockholder Matters**

 

(a)           Market Information:

 

There is noestablished public trading market for the Units, nor will one develop.  Rather, Limited Partners may purchase orredeem Units as of the end of each month at Net Asset Value, subject to certainearly redemption charges when applicable and fifteen days prior notice withrespect to redemption.

 

(b)           Holders:

 

As of December 31, 2008, there were1,355, 874, 1,578 and 10 holders of Series A, F, G and I Units,respectively, including BRIM and its affiliates.

 

(c)           Dividends:

 

The Partnership has made no distributions since trading commenced, nordoes BRIM presently intend to make any distributions in the future.

 

(d)                                 SecuritiesAuthorized for Issuance Under Equity Compensation Plans:

 

Not applicable.

 

25

----

 

(e)                                  RecentSales of Unregistered Securities: Uses of Proceeds From Registered Securities:

 

Unregistered securities are issued to accredited investors pursuant toRegulation D and Section 4(2) under the Securities Act. The sellingagent of the following Series of Units was FAM Distributors, a whollyowned subsidiary of Merrill Lynch and an affiliate of BRIM.

 
| SERIES A |
|----------|

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV**    | ** ** |
|       |       |             |       |       |       |       |       |
| Jan-06     |       | $                | 2,054,974  |       | 2,218,236  |       | $          | 0.9264 |   |
| Feb-06     |       | 1,639,979        |       | 1,734,693  |       | 0.9454     |       |
| Mar-06     |       | 1,389,984        |       | 1,479,966  |       | 0.9392     |       |
| Apr-06     |       | 1,779,990        |       | 1,863,669  |       | 0.9551     |       |
| May-06     |       | 1,674,990        |       | 1,699,635  |       | 0.9855     |       |
| Jun-06     |       | 3,534,972        |       | 3,598,668  |       | 0.9823     |       |
| Jul-06     |       | 2,114,983        |       | 2,163,887  |       | 0.9774     |       |
| Aug-06     |       | 834,991          |       | 871,962    |       | 0.9576     |       |
| Sep-06     |       | 1,004,986        |       | 1,073,015  |       | 0.9366     |       |
| Oct-06     |       | 769,997          |       | 825,823    |       | 0.9324     |       |
| Nov-06     |       | 1,129,989        |       | 1,186,091  |       | 0.9527     |       |
| Dec-06     |       | 1,409,983        |       | 1,476,731  |       | 0.9548     |       |
| Jan-07     |       | 914,992          |       | 950,641    |       | 0.9625     |       |
| Feb-07     |       | 569,990          |       | 583,289    |       | 0.9772     |       |
| Mar-07     |       | 434,991          |       | 457,933    |       | 0.9499     |       |
| Apr-07     |       | 834,995          |       | 909,482    |       | 0.9181     |       |
| May-07     |       | 214,995          |       | 226,884    |       | 0.9476     |       |
| Jun-07     |       | 30,000           |       | 30,621     |       | 0.9797     |       |
| Jul-07     |       | 374,998          |       | 375,900    |       | 0.9976     |       |
| Aug-07     |       | 175,000          |       | 179,616    |       | 0.9743     |       |
| Sep-07     |       | 39,999           |       | 44,027     |       | 0.9085     |       |
| Oct-07     |       | 24,999           |       | 26,561     |       | 0.9412     |       |
| Nov-07     |       | 1,374,998        |       | 1,412,427  |       | 0.9735     |       |
| Dec-07     |       | 665,998          |       | 689,510    |       | 0.9659     |       |
| Jan-08     |       | 500,000          |       | 508,388    |       | 0.9835     |       |
| Feb-08     |       | 65,000           |       | 64,210     |       | 1.0123     |       |
| Mar-08     |       | 1,134,998        |       | 1,061,044  |       | 1.0697     |       |
| Apr-08     |       | 1,959,998        |       | 1,836,064  |       | 1.0675     |       |
| May-08     |       | 6,599,996        |       | 6,357,153  |       | 1.0382     |       |
| Jun-08     |       | 540,000          |       | 517,439    |       | 1.0436     |       |
| Jul-08     |       | —           |       | —     |       | 1.0724     |       |
| Aug-08     |       | 19,065,001       |       | 18,406,064 |       | 1.0358     |       |
| Sep-08     |       | 17,929,001       |       | 17,709,404 |       | 1.0124     |       |
| Oct-08     |       | 2,570,001        |       | 2,449,719  |       | 1.0491     |       |
| Nov-08     |       | 554,999          |       | 487,997    |       | 1.1373     |       |
| Dec-08     |       | 10,383,749       |       | 8,914,620  |       | 1.1648     |       |
|            |            |                  |            |            |            |            |            |  |  |

 
| SERIES I |
|----------|

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV**    | ** ** |
|       |       |             |       |       |       |       |       |
| Jan-06     |       | $                | 24,754     |       | 26,376     |       | $          | 0.9385 |   |
| Feb-06     |       | 9,999            |       | 10,416     |       | 0.9600     |       |
| Mar-06     |       | 49,508           |       | 51,781     |       | 0.9561     |       |
| Apr-06     |       | 9,999            |       | 10,263     |       | 0.9743     |       |
| May-06     |       | 148,525          |       | 147,478    |       | 1.0071     |       |
| Jun-06     |       | —           |       | —     |       | 1.0063     |       |
| Jul-06     |       | —           |       | —     |       | 1.0040     |       |
| Aug-06     |       | —           |       | —     |       | 0.9895     |       |
| Sep-06     |       | 15,000           |       | 15,497     |       | 0.9679     |       |
| Oct-06     |       | —           |       | —     |       | 0.9667     |       |
| Nov-06     |       | —           |       | —     |       | 0.9881     |       |
| Dec-06     |       | 9,901            |       | 9,985      |       | 0.9916     |       |
| Jan-07     |       | —           |       | —     |       | 1.0010     |       |
| Feb-07     |       | —           |       | —     |       | 1.0187     |       |
| Mar-07     |       | —           |       | —     |       | 0.9929     |       |
| Apr-07     |       | —           |       | —     |       | 0.9616     |       |
| May-07     |       | —           |       | —     |       | 0.9951     |       |
| Jun-07     |       | —           |       | —     |       | 1.0307     |       |
| Jul-07     |       | —           |       | —     |       | 1.0519     |       |
| Aug-07     |       | —           |       | —     |       | 1.0302     |       |
| Sep-07     |       | —           |       | —     |       | 0.9634     |       |
| Oct-07     |       | —           |       | —     |       | 1.0007     |       |
| Nov-07     |       | —           |       | —     |       | 1.0375     |       |
| Dec-07     |       | —           |       | —     |       | 1.0308     |       |
| Jan-08     |       | —           |       | —     |       | 1.0520     |       |
| Feb-08     |       | —           |       | —     |       | 1.0850     |       |
| Mar-08     |       | —           |       | —     |       | 1.1492     |       |
| Apr-08     |       | —           |       | —     |       | 1.1493     |       |
| May-08     |       | —           |       | —     |       | 1.1204     |       |
| Jun-08     |       | —           |       | —     |       | 1.1290     |       |
| Jul-08     |       | —           |       | —     |       | 1.1630     |       |
| Aug-08     |       | —           |       | —     |       | 1.1261     |       |
| Sep-08     |       | —           |       | —     |       | 1.1033     |       |
| Oct-08     |       | —           |       | —     |       | 1.1491     |       |
| Nov-08     |       | —           |       | —     |       | 1.2499     |       |
| Dec-08     |       | —           |       | —     |       | 1.2837     |       |
|            |            |                  |            |            |            |            |            |  |  |

 

26

----

 

(f)                                    **Issuer Purchases of Equity Securities:**

 

Limited Partners may redeem their Units atthe end of each calendar month at the then current month-end Net Asset Valueper Unit.  The redemption of Units has noimpact on the value of Units that remain outstanding, and Units are notreissued once redeemed.

 

The following table summarizes theredemptions by Limited Partners during the fourth calendar quarter of 2008:

 

Series F

 
| ** **        | ** ** | ** **              | ** ** | **Redemption Date**   | ** ** |
|-------------------|------------|-------------------------|------------|----------------------------|------------|
| **Month**         | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit** | ** ** |
| October 31, 2008  |       | 2,754                   |       | $                          | 273.51     |   |
| November 30, 2008 |       | 1,539                   |       | 280.29                     |       |
| December 31, 2008 |       | 2,543                   |       | 282.49                     |       |
|              |       |                    |       |                       |       |
| Total             |       | 6,836                   |       |                       |       |
|                   |            |                         |            |                            |            |  |

 

Series A

 
| ** **        | ** ** | ** **              | ** ** | **Redemption Date**   | ** ** |
|-------------------|------------|-------------------------|------------|----------------------------|------------|
| **Month**         | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit** | ** ** |
| October 31, 2008  |       | 1,946,437               |       | $                          | 1.1373     |   |
| November 30, 2008 |       | 2,646,665               |       | 1.1648                     |       |
| December 31, 2008 |       | 3,126,882               |       | 1.1742                     |       |
|              |       |                    |       |                       |       |
| Total             |       | 7,719,984               |       |                       |       |
|                   |            |                         |            |                            |            |  |

 

Series G

 
| ** **        | ** ** | ** **              | ** ** | **Redemption Date**   | ** ** |
|-------------------|------------|-------------------------|------------|----------------------------|------------|
| **Month**         | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit** | ** ** |
| October 31, 2008  |       | 558,549                 |       | $                          | 1.1845     |   |
| November 30, 2008 |       | 258,540                 |       | 1.2139                     |       |
| December 31, 2008 |       | 179,346                 |       | 1.2234                     |       |
|              |       |                    |       |                       |       |
| Total             |       | 996,435                 |       |                       |       |
|                   |            |                         |            |                            |            |  |

 

Series I

 
| ** **        | ** ** | ** **              | ** ** | **Redemption Date**   | ** ** |
|-------------------|------------|-------------------------|------------|----------------------------|------------|
| **Month**         | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit** | ** ** |
| October 31, 2008  |       | n/a                     |       | n/a                        |       |
| November 30, 2008 |       | n/a                     |       | n/a                        |       |
| December 31, 2008 |       | 26,872                  |       | $                          | 1.2972     |   |
|              |       |                    |       |                       |       |
| Total             |       | 26,872                  |       |                       |       |
|                   |            |                         |            |                            |            |  |

 

27

----

 

**Item 6:****  SelectedFinancial Data**

 

The following selected financial data hasbeen derived from the audited financial statements of the Partnership:

 
| ** **                             | ** ** | **For the Year** | ** ** | **For the Year** | ** ** | **For the Year** | ** ** | **For the Year** | ** ** | **For the Year** | ** ** |
|----------------------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|------------|----------------------------|------------|
| ** **                             | ** ** | **Ended**                  | ** ** | **Ended**                  | ** ** | **Ended**                  | ** ** | **Ended**                  | ** ** | **Ended**                  | ** ** |
| ** **                             | ** ** | **December 31,**      | ** ** | **December 31,**      | ** ** | **December 31,**      | ** ** | **December 31,**      | ** ** | **December 31,**      | ** ** |
| **Income Statement Data**    | ** ** | **2008**                   | ** ** | **2007**                   | ** ** | **2006**                   | ** ** | **2005**                   | ** ** | **2004**                   | ** ** |
| ** **                             | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                 | ** ** | ** **                 | ** ** |
| Revenues:                              |       |                       |       |                       |       |                       |       |                       |       |                       |       |
|                                   |       |                       |       |                       |       |                       |       |                       |       |                       |       |
| Trading Profit (Loss)                  |       |                       |       |                       |       |                       |       |                       |       |                       |       |
| Realized                               |       | $                          | 55,994,522 |                       | $          | 16,070,669                 |       | $                          | 16,620,657 |                       | $          | 680,616 |   | $ | 8,179,826 |   |
| Change in Unrealized                   |       | 568,553                    |       | (4,406,932                 | )          | 2,030,261                  |       | 1,837,104                  |       | (700,154                   | )          |
| Brokerage Commissions/ Clearing costs  |       | (1,508,796                 | )          | (621,832                   | )          | —                     |       | —                     |       | —                     |       |
| Total Trading Profit                   |       | 55,054,279                 |       | 11,041,905                 |       | 18,650,918                 |       | 2,517,720                  |       | 7,479,672                  |       |
|                                   |       |                       |       |                       |       |                       |       |                       |       |                       |       |
| Investment Income:                     |       |                       |       |                       |       |                       |       |                       |       |                       |       |
|                                   |       |                       |       |                       |       |                       |       |                       |       |                       |       |
| Interest                               |       | 3,051,305                  |       | 9,194,631                  |       | 12,178,428                 |       | 8,910,897                  |       | 1,297,826                  |       |
|                                   |       |                       |       |                       |       |                       |       |                       |       |                       |       |
| Expenses:                              |       |                       |       |                       |       |                       |       |                       |       |                       |       |
| Brokerage Commissions                  |       | —                     |       | 9,623,405                  |       | 17,712,085                 |       | 17,973,653                 |       | 5,725,678                  |       |
| Profit Shares                          |       | 9,844,931                  |       | 2,761,529                  |       | 2,783,961                  |       | 1,266,141                  |       | 1,581,140                  |       |
| Distribution fees                      |       | 5,554,788                  |       | 1,766,803                  |       | —                     |       | —                     |       | —                     |       |
| Trading Advisors’ management fees |       | 2,520,534                  |       | 897,433                    |       | —                     |       | —                     |       | —                     |       |
| Sponsor fees                           |       | 2,278,530                  |       | 739,849                    |       | —                     |       | —                     |       | —                     |       |
| Administrative fees                    |       | —                     |       | 344,493                    |       | 615,580                    |       | 622,238                    |       | 205,144                    |       |
| Administrator fees                     |       | 681,190                    |       | 279,460                    |       | —                     |       | —                     |       | —                     |       |
| Professional fees                      |       | 558,322                    |       | 108,332                    |       | —                     |       | —                     |       | —                     |       |
| Other                                  |       | 271,936                    |       | 86,153                     |       | —                     |       | —                     |       | —                     |       |
| Total expenses before waiver           |       | 21,710,231                 |       | 16,607,457                 |       | 21,111,626                 |       | 19,862,032                 |       | 7,511,962                  |       |
| Sponsor fee waiver                     |       | —                     |       | (98,165                    | )          | —                     |       | —                     |       | —                     |       |
| Total Expenses                         |       | 21,710,231                 |       | 16,509,292                 |       | 21,111,626                 |       | 19,862,032                 |       | 7,511,962                  |       |
| Net Investment Loss                    |       | (18,658,926                | )          | (7,314,661                 | )          | (8,933,198                 | )          | (10,951,135                | )          | (6,214,136                 | )          |
|                                   |       |                       |       |                       |       |                       |       |                       |       |                       |       |
| Net Income (Loss)                      |       | $                          | 36,395,353 |                       | $          | 3,727,244                  |       | $                          | 9,717,720  |                       | $          | (8,433,415 | ) | $ | 1,265,536 |   |

 
| ** **                        | ** ** | **December 31,** | ** **  | **December 31,** | ** ** | **December 31,** | ** ** | **December 31,** | ** **  | **December 31,** | ** ** |
|-----------------------------------|------------|-----------------------|-------------|-----------------------|------------|-----------------------|------------|-----------------------|-------------|-----------------------|------------|
| **Balance Sheet Data**  | ** ** | **2008**              | ** **  | **2007**              | ** ** | **2006**              | ** ** | **2005**              | ** **  | **2004**              | ** ** |
|                              |       |                  |        |                  |       |                  |       |                  |        |                  |       |
| Partnership Net Asset Value       |       | $                     | 228,085,926 |                  | $          | 163,727,870           |       | $                     | 227,349,345 |                  | $          | 268,585,867 |   | $ | 246,428,990 |   |
| Net Asset Value per Series F Unit |       | $                     | 282.49      |                  | $          | 236.19                |       | $                     | 230.98      |                  | $          | 221.81 |   | $ | 230.10 |   |
| Net Asset Value per Series A Unit |       | $                     | 1.1742      |                  | $          | 0.9835                |       | $                     | 0.9625      |                  | $          | 0.9264 |   | $ | 0.9615 |   |
| Net Asset Value per Series G Unit |       | $                     | 1.2234      |                  | $          | 1.0224                |       | n/a                   |        | n/a                   |       | n/a |   |
| Net Asset Value per Series I Unit |       | $                     | 1.2972      |                  | $          | 1.0520                |       | $                     | 1.0010      |                  | $          | 0.9385 |   | $ | 0.9478 |   |

 
| **MONTH-END NET ASSET VALUE PER SERIES F (ORIGINAL UNIT)** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                         | ** ** |
| ** **                                                                                         | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **June ** | ** ** | **July** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** | **Oct.** | ** ** | **Nov.** | ** ** | **Dec.** | ** ** |
| 2004                                                                                               |       | $ | 238.09 |   | $ | 245.80 |   | $ | 244.21 |   | $ | 233.60 |   | $ | 230.71 |   | $ | 222.33 |   | $ | 220.06 |   | $ | 217.70 |   | $ | 217.77 |   | $ | 221.80 |   | $ | 229.90 |   | $ | 230.10 |   |
| 2005                                                                                               |       | $ | 222.30 |   | $ | 224.75 |   | $ | 225.37 |   | $ | 218.90 |   | $ | 219.29 |   | $ | 221.99 |   | $ | 218.32 |   | $ | 221.45 |   | $ | 221.00 |   | $ | 218.52 |   | $ | 222.81 |   | $ | 221.81 |   |
| 2006                                                                                               |       | $ | 226.51 |   | $ | 224.92 |   | $ | 229.05 |   | $ | 236.59 |   | $ | 235.57 |   | $ | 234.40 |   | $ | 229.73 |   | $ | 224.58 |   | $ | 223.58 |   | $ | 228.48 |   | $ | 228.99 |   | $ | 230.98 |   |
| 2007                                                                                               |       | $ | 234.65 |   | $ | 227.97 |   | $ | 220.32 |   | $ | 227.41 |   | $ | 235.28 |   | $ | 239.62 |   | $ | 234.03 |   | $ | 218.23 |   | $ | 226.09 |   | $ | 233.86 |   | $ | 231.98 |   | $ | 236.19 |   |
| 2008                                                                                               |       | $ | 243.08 |   | $ | 256.88 |   | $ | 256.37 |   | $ | 249.33 |   | $ | 250.65 |   | $ | 257.60 |   | $ | 248.81 |   | $ | 243.18 |   | $ | 252.09 |   | $ | 273.51 |   | $ | 280.29 |   | $ | 282.49 |   |

 

28

----

 

**BLACKROCK GLOBAL HORIZONS I L.P.**

**December 31, 2008**

 

*Type of Pool:* Multi-Advisor/Publicly-Offered/Non-“PrincipalProtected”(1)

*Inception of Trading:*January 4, 1994

*Aggregate Subscriptions:*   $645,307,152

 

*Current Capitalization: * $228,085,926

*Worst Monthly Drawdown(2): *(7.13)%  (11/01)

*Worst Peak-to-Valley Drawdown(3): *(13.93)%  (11/01-5/02)

 

----

 

*Net AssetValue per Series F (original unit), December 31, 2008:*   $282.49

 

**Monthly Rates of Return****(4)**

 
| **Month**                      | ** ** | **2008** | ** ** | **2007** | ** ** | **2006** | ** ** | **2005** | ** ** | **2004** | ** ** |
|--------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| January                        |       | 2.92     | %          | 1.59     | %          | 2.12     | %          | (3.39    | )%         | 2.13     | %          |
| February                       |       | 5.68     |       | (2.85    | )          | (0.70    | )          | 1.10     |       | 3.24     |       |
| March                          |       | (0.20    | )          | (3.36    | )          | 1.84     |       | 0.28     |       | (0.65    | )          |
| April                          |       | (2.74    | )          | 3.22     |       | 3.29     |       | (2.87    | )          | (4.34    | )          |
| May                            |       | 0.53     |       | 3.46     |       | (0.43    | )          | 0.18     |       | (1.24    | )          |
| June                           |       | 2.78     |       | 1.84     |       | (0.50    | )          | 1.23     |       | (3.63    | )          |
| July                           |       | (3.41    | )          | (2.33    | )          | (1.99    | )          | (1.65    | )          | (1.02    | )          |
| August                         |       | (2.26    | )          | (6.75    | )          | (2.24    | )          | 1.43     |       | (1.07    | )          |
| September                      |       | 3.67     |       | 3.60     |       | (0.45    | )          | (0.20    | )          | 0.04     |       |
| October                        |       | 8.49     |       | 3.44     |       | 2.19     |       | (1.12    | )          | 1.85     |       |
| November                       |       | 2.48     |       | (0.80    | )          | 0.22     |       | 1.96     |       | 3.65     |       |
| December                       |       | 0.78     |       | 1.81     |       | 0.87     |       | (0.45    | )          | 0.09     |       |
|                           |       |     |       |     |       |     |       |     |       |     |       |
| Compound Annual Rate of Return |       | 19.60    | %          | 2.26     | %          | 4.13     | %          | (3.60    | )%         | (1.29    | )%         |

 

----

(1) Pursuant to applicable CFTCregulations, a “Multi-Advisor” Partnership is defined as one that allocates nomore than 25% of its trading assets to any single manager.  Certain partnerships 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 CFTC refersto such Partnerships as “principal protected”. The Partnership has no such feature.

 

(2) Worst Monthly Drawdown representsthe largest negative Monthly Rate of Return experienced since January 1,2001 by Series F of the Partnership; a Drawdown is measured on the basisof month-end Net Asset Value only, and does not reflect intra-month figures.

 

(3) Worst Peak-to-Valley Drawdownrepresents the greatest percentage decline since January 1, 2001 from amonth-end cumulative Monthly Rate of Return without such cumulative MonthlyRate of Return of Series F being equaled or exceeded as of a subsequentmonth-end. For example, if the Monthly Rate of Return was (1)% in each of January andFebruary, 1% in March and (2)% in April, the Peak-to-Valley Drawdown wouldstill be continuing at the end of April in the amount of approximately(3)%, whereas if the Monthly Rate of Return had been approximately 3% in March,the Peak-to-Valley Drawdown would have ended as of the end of February atapproximately the (2)% level.

 

(4) Monthly Rate of Return is the net performanceof Series F of the Partnership during the month of determination(including interest income and after all expenses have been accrued or paid)divided by the total equity of the Partnership as of the beginning of suchmonth.

 

**PAST PERFORMANCE IS NOT NECESSARILYINDICATIVE OF FUTURE RESULTS**

 

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

 

***Operational Overview; Trading AdvisorSelections***

 

The Partnership’s results of operationsdepend on BRIM’s ability to select Trading Advisors, and the Trading Advisors’ability to trade profitably. BRIM’s selection procedures, as well as theTrading Advisors’ trading methods, are confidential, so that substantially theonly available information relevant to the Partnership’s results of operationsis its actual performance record to date. However, because of the speculative nature of its trading, thePartnership’s past performance is not necessarily indicative of its futureresults.

 

Heightened stress in the financial systemstemming from ongoing issues in residential real estate and structured creditmarkets, as well as recession-related fears, has led to significantde-leveraging by financial institutions. This in turn has led to dissipating liquidity and steep declines invaluations across a number of asset classes, particularly in the creditmarkets.  The disruptions in creditmarkets have prompted many investors to sell their current holdings in searchof safe havens, such as U.S. government bonds and precious metals.  Historically, these flight-to-qualityconditions have created strong trends in the global fixed income andcommodities markets.  Recent marketconditions have proved no exception and BRIM believes that the Partnership’sTrading Advisors have been able to capitalize on some of these trends withoutsignificantly affecting the Partnership’s day-to-day operations.  However, past market performance is notnecessarily indicative of future market performance.

 

BRIM’s decision to terminate or reallocateassets among Trading Advisors is based on a combination of factors. TradingAdvisors are, in general, terminated primarily for unsatisfactory performance,but other factors — for example, a change in BRIM’s or a Trading Advisor’smarket outlook, apparent deviation from announced risk control policies,  changes in principals, commitment ofresources to other business activities, etc. — may also have a role in thetermination or reallocation decision. The market judgment and experience of BRIM’s principals is an importantfactor in its allocation decisions.

 

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

 

***Results of Operations***

 

General

 

BRIM believes thatmulti-advisor futures funds should be regarded as medium- to long-term (*i.e.*, three to five year) investments, but it is difficultto identify trends in the Partnership’s operations and virtually impossible tomake any predictions regarding future results based on the results todate.  An investment in the Partnershipmay be less successful over a longer than a shorter period.

 

Markets withsustained price trends tend to be more favorable to managed futures investmentsthan whipsaw, choppy markets, but (i) this is not always the case, (ii) itis impossible to predict when price trends will occur and (iii) differentTrading Advisors are affected differently by trending markets as well as byparticular types of trends.

 

BRIM attempts tocontrol credit risk in the Partnership’s futures, forward and options tradingby clearing trading through MLPF&S and NewEdge.  MLPF&S and NewEdge act as a clearingbrokers or counterparty to the Partnership’s trades; they do not advise withrespect to, or direct, any such trading.

 

BRIM attempts to control the market riskinherent in the Partnership’s trading by BRIM’s multi-advisor strategy andTrading Advisor selections.  BRIM reviewsthe positions acquired by Trading Advisors trading on behalf of the Partnershipon a daily basis in an effort to determine whether the overall positions of thePartnership may have become what BRIM determines as being excessivelyconcentrated in a limited number of markets — in which case BRIM may, as of thenext month or quarter-end, adjust the Partnership’s Trading Advisor combinationand/or allocations so as to attempt to reduce the risk of suchover-concentration occurring in the future. Such position transparency will notgenerally be available to BRIM with respect to Partnership assets allocated toPortfolio Funds.

 

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

 

***Performance Summary***

 

*2008*

 
| ** **                            | ** ** | **Total Trading** | ** ** |
|---------------------------------------|------------|------------------------|------------|
| ** **                            | ** ** | **Profit (Loss)** | ** ** |
|                                  |       |                   |       |
| Stock Indices                         |       | $                      | 16,910,323 |   |
| Energy                                |       | 10,240,380             |       |
| Interest Rates                        |       | 9,265,308              |       |
| Currencies                            |       | 8,747,352              |       |
| Agriculture                           |       | 5,837,637              |       |
| Metals                                |       | 5,562,075              |       |
|                                  |       | 56,563,075             |       |
| Brokerage Commissions/ Clearing Costs |       | (1,508,796             | )          |
|                                  |       | $                      | 55,054,279 |   |

 

The Partnership’s overall trading performance was profitable with gainsin all sectors contributing to profits.

 

Trading in stock indices generated the largest portion of gainsthroughout the year for the Partnership. Short exposures to equity indices including the S&P, Nikkei, andFTSE contributed to performance early in the year.  The sector detracted from performance inApril.  While equity markets rallied overApril, the reduction of volatility as exemplified by the -18.82% decline in theVIX (the Chicago Board Options Exchange Volatility Index), made it difficultfor Trading Advisors to build positions. In June, the stock indices sector was the strongest sector through shortexposures.  During June, U.S. stockstumbled, sending the Dow Jones Industrial Average to its worst June sincethe Great Depression, as a result of record oil prices, credit-market writedowns and a slowing economy.  Germanstocks dropped to the lowest in three months as concern deepened that slowingeconomic growth will curb companies’ earnings. Short exposures to global indices held during the first half of July ledgains.  In general, global indicescontinued their June sell off into the first few weeks of July, butrecovered the last week of July on declining oil prices and favorableearnings releases.  In September, thestock indices sector was the best performing sector led by short exposures tothe NASDAQ, S&P, DAX, and Hang Sang as global markets declined on increasedspeculation that credit-market losses and the economic slowdown would worsen.Short exposures to the S&P, DAX, and Nikkei, based on the continued declineof global equity markets, continued to lead performance in the fourth quarter.

 

Trading in energies was the second most profitable sector, despitelosses early and mid-year.  Longexposures to crude oil, heating oil, and natural gas drove performance in theenergy sector.  In March, crude oil roseto a record $111 a barrel, pushing through what had been the previousinflation-adjusted record of $103.59 set in the 1980s, as the sinking value ofthe U.S. dollar attracted investors to commodity markets. Long exposures tocrude oil, heating oil and natural gas contributed each month during the secondquarter as the energy sector continued to reach new highs.  During April, the continued rally of crudeoil, reaching a record of $119.93 a barrel intra month, benefited from longexposures to the energy sector held by most Trading Advisors. The sector postedpositive results in May, again on a continuation of the strong trends evidentin energy markets.  Crude oil futuresreached $135.09 in May, the highest price since trading began, on continuedhigh demand levels, supply constraints, and financial analysts high price outlooks.  Trading Advisors continued to hold longexposures to energy markets.  However,they had reduced size as profit targets were hit and volatility becameheightened. Long exposures to crude oil, heating oil, and natural gas continuedto result in positive performance for the energy sector at quarter end.  Crude oil prices reached a record high of$140 a barrel in June, spurred by news that Libya was studying the possibilityof a production cut in response to U.S. threats against oil producers and a weakerU.S. dollar.  Detracting in the thirdquarter were long exposures to crude oil and natural gas.  August began with long exposures tocrude oil, and ended with short exposures. During the first week of August, crude oil fell to a 14-week low onsigns that the U.S. economic slump would extend into 2009, crimping fueldemand. 

 

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However, mid-August crude oil jumped more than $5 as the U.S.dollar slumped.  Short exposures toenergies, primarily short exposures to natural gas and crude oil, continued tocontribute to profit margins.

 

Trading in interest rates also contributed to profits, despitesignificant losses mid-year.  Longexposures to U.S. treasuries, Eurodollars, and German bunds during January andFebruary contributed to gains as mounting losses in credit markets and theslowing U.S. economy drove investors to the relative safety of governmentdebt.   Interest rates detracted fromperformance mid-year, primarily from long exposures to Eurodollars, U.S.treasuries, and Japanese government bonds (“JGBs”) held during April.  Trading in interest rates detracted ascontinued inflation concerns in Europe and Japan reduced the demand forgovernment debt and that inflation may prevent future rate cuts by the EuropeanCentral Bank. Long exposures to Eurodollars and the Gilt, as well as shortSterling exposures contributed to gains late in the year.

 

The currency sector also contributed to profits despite some detractionmid-year. Long exposures to the Euro, Swiss Franc, and Japanese yen versus theU.S. dollar contributed to profits. Early in the year, the U.S. dollar posted its biggest quarterly lossagainst the Euro in almost four years due to the dispersion in Central Bankpolicies.  Specifically, the U.S. FederalReserve cut its target lending rate by 75 basis points, the most since 1984, torevive the economy while the European Central Bank held borrowing costs at asix-year high to contain inflation.  Alsoduring March, the U.S. dollar fell below 96 Japanese yen for the first time in12 years after the U.S. Federal Reserve made its first weekend change inborrowing costs since 1979.  The U.S.dollar declined the first two weeks of  April versusmost major currencies, but experienced sharp reversals, particularly againstthe Euro, Swiss franc, and Japanese yen. Short exposures to the Great Britain Pound (“GBP”) and long exposures tothe Euro versus the U.S. dollar detracted. The GBP ended April down slightly versus the U.S. dollar, however,rallied the second half of April and detracted from Trading Advisors’increased short holdings.  The Eurodeclined 0.44% versus the U.S. dollar after strengthening on surging crude oilprices, before selling off the last week of May on increased durable goodsorders and revised 1st quarter gross domestic product.   Short exposures to the Japanese yen andSwiss franc versus the U.S. dollar early in the third quarter contributed toperformance.  Over the second half ofJuly, the U.S. dollar recovered and advanced to a one-month high versus theEuro and the Japanese yen as U.S. consumer confidence increased and crude oilprices dropped, reducing concern the economy may fall into a recession.  The currencies sector was difficult to navigatedue to the large reversal in the U.S. dollar versus the Euro, British pound,and Australian dollar.  Short exposuresto the Euro and British pound versus the U.S. dollar contributed. However,exposures to the Swiss franc and Canadian dollar versus the U.S. dollardetracted.  The U.S. dollar ralliedagainst currencies of countries with deteriorating growth prospects and thosetied to declining commodity prices.  Longexposures to the Japanese yen versus the U.S. dollar contributed late in theyear as the Japanese yen reached 13 year highs as a result of the unwinding ofthe carry trade.  Short exposures to theBritish pound, Canadian dollar, and Euro versus the U.S. dollar furthercontributed to gains.

 

Trading in agricultural commodities posted gains as well, despitelosses posted mid-year.  Long exposuresto wheat, soybeans, and corn drove performance on speculation that surgingChinese demand for food, animal feeds, and bio-fuels will reduce U.S.inventories.  Although markets retreatedin March from record levels that were reached earlier in the quarter, thesector was profitable overall. Mid-year trading in agricultural commodities wasa bit more mixed depending on manager positioning.  In June, long exposures to corn and soybeansled performance as corn gained over 20% and soybeans over 17% on speculationthat more rain and flooding in the U.S. Midwest may hurt crops, and as demandfor commodities increased as an inflationary hedge.  Long exposures to corn, soybeans, and cocoadetracted.  The strong uptrend incommodities continued into the first week of July, but reversed sharply midmonth as a result of a stronger U.S. dollar, expectations of improved growingconditions, and concerns of decreasing demand. Late in the quarter, short exposures to soybeans, cotton, corn, andorange juice contributed to reduced demand for U.S. exports and reduced use ofraw materials.  Short exposures toagricultural commodities contributed to performance during the fourth quarter.

 

Trading in metals also contributed despite volatility in themarket.  Long exposures to gold andsilver contributed to performance on increased demand for the metals as a hedgeagainst inflation.  Gold rallied over+9%, surging to over $1,000 an ounce mid March, and silver rallied almost +17%in the first quarter.  Trading in metals,namely short exposures to aluminum, copper, and gold detracted fromperformance.  Short exposures to copper,silver, and aluminum led performance as concerns of a recession and continuedstockpiles led to declines in base metals. Short exposures to aluminum contributed, while short exposures to goldand silver detracted as thee metals sector rallied in November.

 

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*2007*

 
| ** **                            | ** ** | **Total Trading** | ** ** |
|---------------------------------------|------------|------------------------|------------|
| ** **                            | ** ** | **Profit (Loss)** | ** ** |
|                                  |       |                   |       |
| Energy                                |       | $                      | 5,001,800  |   |
| Interest Rates                        |       | 4,449,577              |       |
| Currencies                            |       | 3,061,061              |       |
| Agriculture                           |       | 1,615,881              |       |
| Metals                                |       | (1,007,620             | )          |
| Stock Indices                         |       | (1,456,962             | )          |
|                                  |       | 11,663,737             |       |
| Brokerage Commissions/ Clearing Costs |       | (621,832               | )          |
|                                  |       | $                      | 11,041,905 |   |

 

The Partnership’s overall trading performance was profitable with gainsin the energy, interest rates, currencies and agricultural sectors contributingto the profits.

 

Trading in the energy sector proved profitable for the Partnershipdespite several unprofitable months in the first half of the year.  Early in the year crude oil surged onspeculation that U.S. fuel demand would jump because of increased economicgrowth and cold weather.  Natural gasadvanced on forecasts for above-average temperatures and an unpredictableAtlantic hurricane season.  Speculationwas that hot weather would drive demand while hurricanes may potentiallydisrupt supplies.  Crude oil rose after agovernment report showed an unexpected decline in U.S. inventoriesmid-year.  A government report thatshowed natural gas inventories rising more than expected, detracting fromperformance, as mild temperatures were likely to continue in the Spring.  Crude oil continued to rise after the U.S.dollar fell to a record low against the Euro, boosting the appeal ofcommodities as alternative investments. A U.S. energy department report indicating an unexpected drop ininventories of crude also contributed to its rally.  Heating oil rose late in the year amid forecastsof declining U.S. inventories and gains in crude oil prices.

 

The interest rate sector also posted an overall profit for the yeardespite losses posted intermittently throughout the year.  Early in the year, U.S. treasuries fell,pushing yields to the highest level since August of 2006, as an industryreport suggested the worst of the housing slump may be over.  Bonds also declined on heightened concernthat inflation could accelerate after the Federal Reserve issued a statementthat removed its past bias toward further interest rate increases.   European bonds fell after a report showedunemployment in Germany slid to the lowest in almost six years, reinforcingexpectations the European Central Bank would raise interest rates twice moreduring the year.  A forecast that theBank of Canada would raise interest rates as well triggered a sell-off inCanadian bonds.  Domestically, tradersreduced expectations that the U.S. Federal Reserve would lower its target forthe overnight lending rate following an unexpectedly strong U.S. home salesreport mid-year.  Short exposure to theEurodollar and Euribor futures, the German 5-year and 10-year bonds, as well asCanadian 10-year bonds, contributed to performance.  Contributing slightly to losses were longU.S. treasuries positions as turmoil in mortgage and corporate debt andequities drove investors from riskier assets. U.S. treasury yields fell after large financial institutions announcedwrite downs due to losses on sub-prime mortgage loans and credit, which increasedspeculation the U.S. Federal Reserve, would cut interest rates in July.  Long exposures to U.S. treasuries contributedto performance.   U.S. treasuries hadtheir best month in November in twelve years as concern over banks’willingness to issue loans drove investors to the safety of governmentdebt.  Long exposures in U.S. 10-yeartreasuries detracted from performance. U.S. 10-year notes fell as a government plan to limit sub-prime mortgagedefaults reduced demand for the relative safety of U.S. debt.  However, at the end of the year, U.S.treasuries rose again, achieving the best annual returns since 2002, after agovernment report showed sales of new homes in the U.S. declined to a 12-yearlow.

 

Trading in currencies also posted an overall profit for the yearalthough losses were posted  in the firstand third quarters of the year.  TheJapanese yen declined against the U.S. dollar to the lowest in more than fouryears after a Japanese government report showed a drop in retail sales.  The British pound hit a two year high againstthe Euro and an eight year high against the Japanese yen on United Kingdominterest rates.   The British pounddeclined against 

 

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other major currencies on expectation the European Central Bank wouldoutpace the Bank of England in raising interest rates, making the UnitedKingdom currency less attractive to hold. During the second quarter, the British pound rallied to its highestvalue since June 1981 as U.K. inflation continued to accelerate leading tothe expectation the Bank of England would raise rates in May.  The Japanese yen dropped to a record lowagainst the Euro and declined against the U.S. dollar.  The Canadian dollar reached a high after areport predicted increased second quarter production, fueling speculation theBank of Canada will increase rates. Foreign exchange contributed heavily to gains.  The U.S. dollar rebounded mid-year  from an all time low as reports showed gainsin new home sales and manufacturing.  Therise in the Canadian dollar continued to a 30-year high after a governmentreport showed the economy grew at its fastest pace in almost two years.  The Japanese yen declined as the rebound inU.S. stocks encouraged investors to borrow in Japan’s currency to buy higheryielding assets elsewhere.  However, theJapanese yen later strengthened on concern that losses from U.S. mortgageswould prompt investors to cut riskier investments funded by loans in Japan.  The Swiss franc also advanced as speculationof widening losses on bonds backed by sub-prime mortgages prompted investors tounwind carry trades.  The British poundrose against the U.S. dollar as traders increased bets the Bank of Englandwould lift interest rates again before year end.  One of the Trading Advisors liquidated itsentire portfolio in August when drawdown limits were breached and wouldreinvest when the market stabilized, as measured by internal metrics and oncemodel portfolio performance showed positive performance.  Performance was contributed through longexposures to the Canadian dollar, Australian dollar, and British pound versusthe U.S. dollar.  Canada’s dollar rose toan all-time high against the U.S. dollar as record crude oil prices and theU.S. Federal Reserve’s rate cut spurred a rally in currencies linked tocommodity exports.  The British poundrose to its highest since May 1981, after the rate cut.  The U.S. dollar fell against the Euro late inthe year after reports on U.S. durable goods and employment were weaker thanexpected, and the U.S. commerce department report showed sales of new homesfell to a 12-year low in November.

 

Also contributing to profits was trading in agricultural commodities,despite an unprofitable first half of the year. Corn declined sharply the first two days of the year then rose onrenewed speculation that higher energy costs would spur demand for alternativefuels made from the crops.  Corn pricesthen fell after a government survey showed U.S. farmers planned to sow fifteenpercent more grain in the spring, the most since 1944.  Sugar fell on speculation that increasingsupplies from India and Brazil would boost a global surplus.  Cotton prices declined on large supplies ofcotton, and later reversed on speculation that rain in Texas, the largest U.S.grower, and dry weather in the Southeast may hinder crop development.  Sugar futures fell after Brazil, the world’slargest producer, predicted a record sugarcane crop, adding to the globalsurplus of sweetener.  Late in the secondquarter cotton rose to a 3-year high after rains disrupted planting in Texasand a rally in grain prices offered higher profits in other crops, such aswheat and soybeans.  Coffee plunged asmild temperatures and dry weather eased concern that crops may be damaged inBrazil.  Wheat rose as wet weatherstalled harvesting and damaged crops in the southern U.S. and farmers shiftedfrom wheat to oilseeds, which have shorter growing seasons.  Coffee posted positive returns in July onspeculation that a crop damaging frost may develop in Brazil.  Cocoa declined on speculation that the maincrop in Ivory Coast, the top producer, may be shipped earlier than usualbecause of favorable weather.  Long wheatand soybean positions contributed to profits as wheat rose, extending a rally,on signs that dry weather may hurt production, further reducing world suppliesexpected to be the lowest in 26 years. Soybeans also rose on speculation weather may damage crops in the U.S.,the world’s  biggest exporter and roseabove $10 a bushel for the first time in three years on increased demand fromthe U.S.  short positions in hog futurescontributed as hog futures fell to the lowest since January 2004, onspeculation that imports from Canada and rising pork supplies would create asurplus.  Soybeans continued to rise onspeculation that China would increase their purchases of U.S. inventories tocap surging food costs.  Wheat rose aftera U.S. government report showed the U.S. crop was in the worst condition ineight years because of drought in parts of the southern Great Plains.  Corn gained, reaching an 11-year high, andsoybeans continued to rise, reaching a 34-year high.  Both increased on speculation that a newenergy bill and rising oil prices may increase the demand for crops used tomake alternative fuels.

 

Trading in the metals posted losses for the Partnership.  Copper prices declined in January onspeculation rising inventories would outpace U.S. demand due to a continuedU.S. housing slowdown.  Stockpilesmonitored by the London metal exchange rose to the highest since April 2004.  Gold prices tumbled after government reportssignaled growth in the U.S. economy, strengthening the U.S. dollar andlessening the appeal of gold.  In thesecond quarter, copper reversed and gained as the U.S. dollar declinedagain.  Then copper fell again onspeculation that demand may slow in China, the world’s biggest consumer ofcopper.  Aluminum fell and gold continuedits decline on speculation that investors will seek higher returns from U.S. treasurybonds as yields increased.  Nickeldeclined on speculation stainless-steel makers would expand their use ofalternative raw materials to reduce costs. Copper rose early in the third quarter on speculation that a weaker U.S.dollar would encourage buyers holding other currencies to purchase themetal.  Zinc gained during July asinventories of the metal slumped to the lowest in 16 years.  Gold and silver rose as the dollar’s declineagainst the Euro boosted the appeal of precious metals as an alternativeinvestment.  Gold continued to rise latein the third quarter, as the declining value of the U.S. dollar and surgingenergy costs boosted the appeal of the 

 

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metal.  Copper also rose as aweaker U.S. dollar increased demand from international buyers.  Copper declined in November onspeculation that slowing economic growth would reduce usage in the U.S.  Copper, which often fluctuates with theeconomy, dropped on concern credit-market turmoil and high crude oil priceswould slow economic growth.  Coppercontinued its decline late in the year on renewed speculation the worst U.S.housing recession in 16 years will continue to cut demand for the metal.  Gold rose as declining U.S. dollar, risingenergy costs, and continuing conflict in the Middle East boosted the appeal ofthe metal as an alternative investment.

 

The stock indices sector was the worst performing sector for thePartnership.  The S&P Index was up inJanuary as U.S. stocks rallied, capping the longest stretch of monthlygains in more than a decade, due to the month’s early decrease in energy pricesand continued strong economic data.  TheNikkei 225 was also up in January sending the index to a nine-month highafter the Japanese yen weakened against both the U.S. dollar and Euro.  Then there was a large sell off in China andU.S. stocks plunged, erasing all of the gains. The Dow Jones Industrial Average experienced the largest declines sincethe first trading day after September 11, 2001.  Furthermore, United Kingdom stocksexperienced the largest decline in several months.  Early in the second quarter, long equitypositions contributed as global indices rallied on strong earnings andcontinued merger activity.  Losses latein that quarter detracted from performance on concerns that losses tied to subprime mortgages would deepen and spread to the overall market.  The S&P had its biggest decline inJuly.  European government bonds rose,pushing 10-year yields to the lowest level in more than two months, as the riskof owning corporate debt soared. Contributing slightly were long U.S. treasuries positions as turmoil inmortgage and corporate debt and equities drove investors from riskier assets.  Further detracting was dynamically tradingGerman bunds and U.S. treasuries.  Germanbunds touched a six-week low the final week of the month after reports showedhigh money supply.  U.S. equities roseafter the economy expanded more than forecasted and the U.S. Federal Reservecut interest rates by 25 basis points. Early in November, domestic stocks fell to three month lows, led byfinancial companies and energy producers, on growing concern from mortgagelosses.  However, the last week ofNovember, U.S. stocks rose, capping the best weekly gain since March, after theU.S. Federal Reserve chairman signaled he may cut interest rates and thetreasury moved closer to a plan to prevent thousands of Americans from losingtheir homes.  Japanese stocks droppedafter the Bank of Japan’s quarterly Tankan survey showed business confidencefell more than estimated.  Additionally,U.S. home prices slumped by the most in at least six years, sparking concernthe worsening housing recession would lead to more losses on mortgage-backedsecurities.  In the U.S., equities had arecovery led by oil and technology shares. However, at year end, most U.S. stocks fell as slower retail sales and adrop in home prices overshadowed the rally in energy companies.

 

*2006*

 
| ** **     | ** ** | **Total Trading** | ** ** |
|----------------|------------|------------------------|------------|
| ** **     | ** ** | **Profit (Loss)** | ** ** |
|           |       |                   |       |
| Stock Indices  |       | $                      | 11,185,920 |   |
| Metals         |       | 8,770,349              |       |
| Currencies     |       | 1,175,704              |       |
| Energy         |       | (87,580                | )          |
| Interest Rates |       | (183,363               | )          |
| Agriculture    |       | (2,210,112             | )          |
|           |       | $                      | 18,650,918 |   |

 

The Partnership’s overall trading performance was profitable with gainsin the stock indices, metals and currencies sectors contributing to theprofits.

 

The largest profits were posted in the stock indices sector.  Trading in stock indices also posted gainsearly in the year. Strong domestic and international markets contributed toperformance. The increased volatility in the European markets providedincreased opportunities for short-term trend followers. Mid-year trading in thestock indices sector contributed to losses due to trading volatility and thebelief that additional U.S. rate hikes would occur. The sector finished theyear with strong profits as the Dow Jones Industrial Average and the S&P500 Index climbed to their highest levels. The Democratic victory in the U.S. elections and strong corporateearnings helped pushed the stock indices higher.  Strong year-end home sales contributed toprofits as well.

 

Trading in the metals sector proved profitable for thePartnership.  Metals rallied due to baseand 

 

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precious metal holdings. Aluminum and zinc both rallied early in theyear due to global growth and supply issues. Precious and base metalscontributed to performance through long positions in gold, silver and copper asdemand increased.  Gold rallied above$650 per ounce and copper rallied on strong global growth, particularly boomingdemand from China and potential mining disruptions. Silver also contributed toprofits, based on speculation that Barclays bank would offer a SilverExchange-Traded Fund (ETF).  Goldcontinued to rally towards the end of the year as jewelers increased inventoryfor the holidays and as India began its wedding season.  However, towards year-end other metalsdeclined as copper was down due to high inventories which traders took as weakeningdemand.

 

Trading in the currencies sector also contributed to profits primarilydue to strong profits in the latter part of the year.    Foreign exchange contributed positively tothe Partnership as the U.S. dollar weakened due to the continuation of December’scarry trade reversal and the continued expectation for the slowdown in FederalFunds rate increases by the U.S. Federal Reserve. Contributing to performancewere long Canadian dollar and British pound positions, while detracting fromperformance were positions in the Euro and Swiss franc. Foreign exchangedetracted due to strong reversals in March. Long exposures to the Mexican peso, Japanese yen, Canadian dollar andthe British pound during choppy market conditions all contributed to losses.  The U.S. dollar fell based on narrowing interestrate differentials and anticipation that the U.S. Federal Reserve would soonend its rate hike cycle in mid-year. Slower growth reversed the chance of arate hike in the U.S., which negatively impacted the U.S. dollar. The Britishpound also gained against the U.S. dollar on speculation the interest-rate gapbetween Britain and the U.S. would narrow. Profits were realized the latter part of the year by being short theU.S. dollar, particularly against the Australian dollar which rose asspeculation that the Reserve Bank of Australia would raise interest rates athird time in 2006.

 

Trading in the energy sector posted slight losses for thePartnership.  Crude oil rallied due togeopolitical issues but gains were not enough to offset losses from the declinein refined products, such as unleaded gasoline and heating oil. Geopoliticalissues led to increased volatility within the sector and caused gasoline pricesto surge as supply decreased reversing the downward price trend experiencedearlier in the first quarter.  The energysector posted moderate gains for the second quarter. Energy was then flatthrough mid-year as prices retreated off recent highs. Long positions in crudeoil continued to contribute to profits, while short positions in natural gas causedlosses as prices spiked.  Crude oilfutures rose sharply early in the third quarter under the fear that fightingwould spread throughout the Middle East, but later sold-off causing smalllosses. Natural gas, also rallied early in the third quarter as demand forelectricity spiked during the heat wave in the U.S. Crude oil was down due tothe end of the driving season in the third quarter and decreased tensions withIran. Natural gas plummeted as mild weather reduced demand for the fuel frompower generators.  Crude declined despiteOPEC pledging to cut daily production. Additionally, above average temperatures in the U.S. led to higher thanaverage stockpiles and further depressed prices.   At year-end the energy sector contributed toprofits although not enough to offset losses realized most of the year. Profitsin the last quarter were generated through short positions in heating oil,natural gas and crude oil.  Heating oilprices dropped and heating oil futures fell as mild weather in the U.S. continued.

 

The interest rate sector also posted losses despite profits consistentprofits through the first half of the year. Short positions in Eurodollars, the front end of the U.S. curve, Germanbunds, Japanese government bonds and U.S. Treasuries all drove performance. Theshort positions in U.S. Treasuries profited due to higher interest rates as aresult of increased inflationary pressure and as markets declined on strongerthan expected consumer confidence and rising inflationary fears.  Performance was driven in the fixed incomesector through short positions in global interest rates, specifically shortpositions to U.K. gilts and German bunds. Short positions in the Euro alsocontributed to profits due to speculation that the European Central Bank wouldraise rates throughout the year. Short exposures to global interest rates,particularly Japan and Europe, slightly detracted from gains mid-year as globalbond prices rallied. The beginning of the third quarter proved to be adifficult environment for the Partnership as speculation over the U.S. interestrate policy and geo-political events created an environment of heightenedvolatility and a reversal of some larger long-term trends. Fixed income marketsrallied on expectations that further rate hikes would be put on hold as theU.S. economy slowed. This reversed the downward trend in the sector, resultingin losses through exposures to global interest rates. Treasury yields declinedon speculation the U.S. Federal Reserves’ previous rate increases would proveso damaging to the housing market that the economic growth would slow moresharply than expected. Poor performance was also seen through short positionsin the U.S. 5 and 10 year Treasury notes and to the 30 year Treasury bond.European notes declined on speculation that the European Central Bank wouldraise interest rates further to stem inflation. U.S. Treasuries fell to their first December lost in five yearsamid evidence the economy was rebounding from two quarters of slowinggrowth.  Stronger than expected reportson home sales, consumer confidence and manufacturing led investors to pareexpectations for interest-rate cuts by the Federal Reserve in 2007.

 

The agricultural sector was the worst performing sector for thePartnership despite slight gains late in 

 

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the year.  Short positions incoffee and long positions in corn detracted from performance. Some losses weremitigated through long positions in sugar as demand grew for ethanol, a sugar by-product.Detracting from performance were long exposures to the soybean complex.  Contributing slightly in March weregains resulting from short positions in coffee and the meat complex as pricescontinued to decrease.  Short positionsin cotton profited as prices declined. However, small losses occurred across other markets due to choppyconditions. Exposures to corn, cattle, and sugar added losses. Long positionsto corn and wheat declined as prices declined based on weather and harvestexpectations. Cocoa detracted from performance as it retreated from its upwardtrend and reversed significantly as market participants thought recent highswere based merely on speculative buying, rather than on supply and demandconditions. U.S. soybean and corn crops improved as rains relieved stresscaused by weeks of dry weather. These gains were mitigated through shortpositions in hogs and cattle and long exposures to the grain complex. Corn andsoybean prices rose over 13% for the month of September, the most since December 2005,due to rainy weather in the U.S. Midwest. Sugar, the best-performing commodityin 2005, dropped significantly from February as production expanded inBrazil and India, the world’s biggest cane growers. Soybeans rose as wheat andcorn threatened to reduce global plantings of soybeans.  Some of the price increases in soybeans wereattributed to the increase in corn prices, indicating that farmers may plantmore corn and fewer soybeans in 2007.

 

***Variables Affecting Performance***

 

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

 

During most periods set forth under “Selected Financial Data”, theinterest rates in many countries were at unusually low levels.  The low interest rates in the United States(although higher than in many other countries) negatively impacted revenuesbecause interest income is typically a component of the Partnership’sprofitability.  In addition, low interestrates are frequently associated with reduced fixed income market volatility,and in static markets the Partnership’s profit potential generally tends to bediminished.  On the other hand, duringperiods of higher interest rates, the relative attractiveness of a high risk investmentsuch as the Partnership may be reduced as compared to high yielding and muchlower risk fixed income investments.

 

Prior to September 1, 2007 the Partnership’s brokerage commissionsand administrative fees were a constant percentage of the Partnership’s assetsallocated to trading.  The onlyPartnership costs (other than currency trading costs) which were not based on apercentage of the Partnership’s assets (allocated to trading or total) were theProfit Shares payable to the Trading Advisors on a Trading Advisor-by-TradingAdvisor basis.  Effective September 1,2007, the Partnership revised its expense structure and the Partnership beganpaying its own operating expenses.  Grossprofitability is in turn affected by the percentage of the Partnership’s assetsallocated to trading.  During periodswhen Profit Shares are a high percentage of net trading gains, it is likelythat there has been substantial performance non-correlation among the TradingAdvisors (so that the total Profit Shares paid to those Trading Advisors whichhave traded profitably are a high percentage, or perhaps even in excess, of thetotal profits recognized, as other Trading Advisors have incurred offsettinglosses, reducing overall trading gains but not the Profit Shares paid to thesuccessful Trading Advisors) suggesting the likelihood of generally trendless,non-consensus markets.

 

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

 

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

 

***Liquidity; Capital Resources***

 

The Partnership borrows only to a limitedextent and only on a strictly short-term basis in order to finance losses onnon-U.S. dollar denominated trading positions pending the conversion of thePartnership’s U.S. dollar deposits. These borrowings are at a prevailing short-term rate in the relevantcurrency.  They have been immaterial tothe Partnership’s operation to date and are expected to continue to be so.

 

Substantially all of the Partnership’s assetsare currently held in cash except for the net unrealized profit on openpositions.  The Net Asset Value of thePartnership’s cash is not affected by inflation.  However, changes in interest rates couldcause periods of strong up or down price trends, during which the Partnership’sprofit potential 

 

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generally increases.  Inflation in commodity prices could alsogenerate price movements, which the Trading Advisors’ strategies mightsuccessfully follow.

 

With respect to assets allocated to managedaccounts rather than Portfolio Funds, except in very unusual circumstances, thePartnership should be able to close out any or all of its open tradingpositions and liquidate any or all of its securities holdings quickly and atmarket prices.  This permits a TradingAdvisor to limit losses as well as reduce market exposure on short noticeshould its strategies indicate doing so. In addition, because there generally is a readily available market valuefor the Partnership’s positions and assets not allocated to Portfolio Funds,the Partnership’s monthly Net Asset Value calculations typically are precise,and investors need only wait ten business days to receive the full redemptionproceeds of their Units, although there can be no assurance as to the timing ofsuch payments.

 

Although the Partnership has not done so todate, the Partnership may allocate assets to Portfolio Funds which are subjectto redemption restrictions which typically include a [***15 to45***] day written notice for redemptions, monthly or quarterlyredemptions and such Portfolio Fund’s ability to limit or suspend redemptions.

 

Most United States exchanges (but generallynot foreign exchanges, or banks or broker-dealer firms in the case of foreigncurrency forward contracts) limit by regulation the amount of fluctuationlimits. The daily limits establish the maximum amount the price of a futurescontract may vary either up or down from the previous day’s settlement price atthe end of the trading session.  Once the“daily limit” has been reached in a particular commodity, no trades may be madeat a price beyond the limit.  Positionsin the commodity can then be taken or liquidated only if traders are willing toeffect trades at or within the limit during the period for trading on suchday.  Because the “daily limit” rule onlygoverns price movement for a particular trading day, it does not limitlosses.  The rule may, in fact,substantially increase losses because it may prevent the liquidation ofunfavorable positions.  Futures priceshave occasionally moved the daily limit for several consecutive trading days,and thereby prevented prompt liquidation of futures positions on one side ofthe market, subjecting those futures traders involved to substantial losses.

 

Liquidity will be of concern to thePartnership primarily in that the futures markets in which the Trading Advisorstake positions may have periods in which illiquidity makes it impossible oreconomically undesirable to execute trades which its respective tradingstrategy would otherwise suggest.  Otherthan in respect of the functioning of the markets in which it trades, liquiditywill be of little relevance to the operation of the Partnership.

 

There were no material commitments forcapital expenditures as of December 31, 2008, the end of the most recentfiscal year.

 

***Contractual Obligations, Commitments andContingencies***

 

The Partnership has no applicable disclosure under this Item 7regarding off-balance sheet arrangements and tabular disclosure of contractualobligations pursuant to Regulation S-K, Item 303(a)(4) and 303(a)(5),respectively, as the Partnership does not have any off balance sheetcommitments that are likely to have a significant impact on its financialposition or contractual obligations long term in nature.

 

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

 

***Introduction***

 

Past Performance Not Necessarily Indicativeof Future Results

 

The Partnership is a speculative commoditypool.  Unlike an operating company, therisk of market sensitive instruments traded by it is integral, not incidental,to the Partnership’s main line of business.

 

Market movements result in frequent changesin the fair market value of the Partnership’s open positions and, consequently,in its earnings and cash flows.  ThePartnership’s market risk is influenced by a wide variety of factors, includingthe level and volatility of interest rates, exchange rates, equity pricelevels, the market value of financial instruments and contracts, thediversification effects among the Partnership’s open positions and theliquidity of the markets in which it trades.

 

The Partnership, under the direction of itsTrading Advisors, rapidly acquires and liquidates both long and short positionsin a wide range of different markets. Consequently, it is not possible to predict how a possible future marketscenario will affect performance, and the Partnership’s past performance is notnecessarily indicative of its future results.

 

Value at Risk is a measure of the maximumamount which the Partnership could reasonably be expected to lose in a givenmarket sector.  However, the inherentuncertainty of the Partnership’s speculative trading and the recurrence in themarkets traded by the Partnership of market movements far exceedingexpectations could result in actual trading or non-trading losses far beyondthe indicated Value at Risk or the Partnership’s experience to date (i.e.*,*  “risk ofruin”).  In light of the foregoing, aswell as the risks and uncertainties intrinsic to all future projections, theinclusion of the quantification in this section should not be considered toconstitute any assurance or representations that the Partnership’s losses inany market sector will be limited to Value at Risk or by the Partnership’sattempt to manage market risk.

 

Materiality, as used in this section “Quantitative and QualitativeDisclosures About Market Risk,” is based on an assessment of reasonablypossible market movements and the potential losses caused by such movements,taking into account the leverage, optionality and multiplier features of thePartnership’s market sensitive instruments.

 

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***Quantifying the Partnership’sTrading Value at Risk***

 

*Quantitative Forward-Looking Statements*

 

*The following quantitative disclosuresregarding the Partnership’s market risk exposures contain “forward-lookingstatements” within the meaning of the safe harbor from civil liability providedfor such statements by the Private Securities Litigation Reform Act of 1995(set forth in Section 27A of the Securities Act  and Section 21E of the ExchangeAct).  All quantitative disclosures inthis section are deemed to be forward-looking statements for purposes of thesafe harbor, except for statements of historical fact.*

 

The Partnership’s risk exposure in thevarious market sectors traded by the Trading Advisors is quantified below interms of Value at Risk.  Due to thePartnership’s mark-to-market accounting, any loss in the fair value of thePartnership’s open positions is directly reflected in the Partnership’searnings (realized or unrealized) and cash flows (at least in the case ofexchange-traded contracts in which profits and losses on open positions aresettled daily through variation margin).

 

Exchange maintenance margin requirements havebeen used 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.  Maintenancemargin levels are established by dealers and exchanges using historical pricestudies, as well as an assessment of current market volatility and economicfundamentals, to provide a probabilistic estimate of the maximum expectednear-term one-day price fluctuation.

 

In the case of market sensitive instrumentswhich are not 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 those rare cases in which a futures-equivalentmargin is not available, dealers’ margins have been used.

 

The fair value of the Partnership’s futuresand forward positions does not have any optionality component. However, certainof the Trading Advisors trade commodity options.  The Value at Risk associated with options isreflected in the following table as the margin requirement attributable to theinstrument underlying each option.

 

In quantifying the Partnership’s Value atRisk, 100% positive correlation in the different positions held in each marketrisk 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.

 

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***The Partnership’s Trading Value at Risk inDifferent Market Sectors***

 

The followingtables indicate the average, highest and lowest trading Value at Riskassociated with the Partnership’s open positions by market category for thefiscal years 2008 and 2007. During the fiscal year 2008, the Partnership’saverage capitalization was $183,616,916. During the fiscal year 2007, thePartnership’s average capitalization was $193,436,908.

 

**Fiscal Year 2008**

 
| ** **             | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|------------------------|------------|-----------------------------|------------|----------------------------|------------|------------------------|------------|-----------------------|------------|
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization**         | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                   |       |                        |       |                       |       |                   |       |                  |       |
| Agriculture            |       | $                           | 284,680    |                       | 0.15       | %                      | $          | 769,470               |       | $ | 34,862 |   |
| Currencies             |       | 1,403,750                   |       | 0.76                       | %          | 2,689,196              |       | 24,439                |       |
| Energy                 |       | 406,568                     |       | 0.22                       | %          | 890,258                |       | 17,592                |       |
| Interest Rates         |       | 8,778,354                   |       | 4.74                       | %          | 12,171,669             |       | 5,320,781             |       |
| Metals                 |       | 176,109                     |       | 0.10                       | %          | 503,021                |       | 22,920                |       |
| Stock Indices          |       | 808,611                     |       | 0.44                       | %          | 2,514,188              |       | 49,883                |       |
|                   |       |                        |       |                       |       |                   |       |                  |       |
| TOTAL                  |       | $                           | 11,858,072 |                       | 6.41       | %                      | $          | 19,537,802            |       | $ | 5,470,477 |   |

 

**Fiscal Year 2007**

 
| ** **             | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|------------------------|------------|-----------------------------|------------|----------------------------|------------|------------------------|------------|-----------------------|------------|
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization**         | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                   |       |                        |       |                       |       |                   |       |                  |       |
| Agriculture            |       | $                           | 259,927    |                       | 0.13       | %                      | $          | 905,590               |       | $ | 15,449 |   |
| Currencies             |       | 1,822,034                   |       | 0.95                       | %          | 4,834,394              |       | 188,916               |       |
| Energy                 |       | 516,415                     |       | 0.27                       | %          | 1,218,410              |       | 13,728                |       |
| Interest Rates         |       | 9,388,250                   |       | 4.85                       | %          | 19,530,849             |       | 14,545                |       |
| Metals                 |       | 1,188,724                   |       | 0.61                       | %          | 10,758,584             |       | 59,909                |       |
| Stock Indices          |       | 1,322,472                   |       | 0.68                       | %          | 2,728,825              |       | 47,138                |       |
|                   |       |                        |       |                       |       |                   |       |                  |       |
| TOTAL                  |       | $                           | 14,497,822 |                       | 7.49       | %                      | $          | 39,976,652            |       | $ | 339,685 |   |

 

Average,highest and lowest Value at Risk amounts relate to the month-end amounts foreach month-end during the fiscal year. Average Capitalization is the average ofthe Partnership’s capitalization at the end of each calendar quarter of fiscalyears 2008 and 2007.

 

***Material Limitations on Valueat Risk as an Assessment of Market Risk***

 

The face value of the market sectorinstruments held by the Partnership is typically many times the applicablemaintenance margin requirement (maintenance margin requirements generallyranging between approximately 1% and 10% of contract face value) as well asmany times the capitalization of the Partnership.  The magnitude of the Partnership’s openpositions creates a “risk of ruin” not typically found in most other investmentvehicles.  Because of the size of itspositions, certain market conditions, unusual, but historically recurring fromtime to time, could cause the Partnership to incur severe losses over a shortperiod of time.  The foregoing Value atRisk table as well as the past performance of the Partnership give noindication of this “risk of ruin”.

 

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***Non-Trading Risk***

 

*Foreign Currency Balances; Cash on Deposit with MLPF&S, NewEdge andPFPC Trust*

 

ThePartnership has non-trading market risk on its foreign cash balances not neededfor margin.  However, these balances (aswell as the market risk they represent) are generally immaterial.  The Partnership controls the non-tradingexchange rate risk of its foreign currency balances by regularly converting itsforeign currency balances back to U.S. dollars on a weekly basis.

 

ThePartnership also has non-trading market risk on the approximately 90%-95% ofits assets which are held in cash at MLPF&S, NewEdge or PFPC Trust.  The value of this cash is not interest ratesensitive, but there is cash flow risk in that if interest rates decline sowill the cash flow generated on these monies. This cash flow risk is generally insignificant.

 

***Qualitative Disclosures Regarding PrimaryTrading Risk Exposures***

 

*The following qualitative disclosuresregarding the Partnership’s market risk exposures, except for (i) thosedisclosures that are statements of historical fact and (ii) thedescriptions of how the Partnership manages its primary market risk exposure,constitute forward-looking statements within the meaning of Section 27A ofthe Securities Act and Section 21E of the Exchange Act.  The Partnership’s primary market riskexposures as well as the strategies used by BRIM and the Trading Advisors formanaging such exposures are subject to numerous uncertainties, contingenciesand risks, any one of which could cause the actual results of the Partnership’srisk controls to differ materially from the objectives of such strategies.  Government interventions, defaults andexpropriations, illiquid markets, the emergence of dominant fundamentalfactors, political upheavals, changes in historical price relationships, 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 be no assurance that thePartnership’s current market exposure and/or risk management strategies willnot change materially or that any such strategies will be effective in eitherthe short- or long-term. Investors must be prepared to lose all orsubstantially all of their investment in the Partnership.*

 

The following were the primary trading riskexposures of the Partnership as of December 31, 2008, by market sector:

 

**Interest Rates**

 

Interest rate risk is the principal marketexposure of the Partnership.  Interestrate movements directly affect the price of futures and forward sovereignfutures and forward bond positions held by the Partnership and indirectly thevalue of its stock index and currency positions.  Interest rate movements in one country aswell as relative interest rate movements between countries can be expected tomaterially impact the Partnership’s profitability.  The Partnership’s primary interest rateexposure is to interest rate fluctuations in the United States and the otherG-7 countries.  However, the Partnershipalso takes positions based upon or indexed to the government debt of smallernations e.g.*,* New Zealand and Australia.  BRIM anticipates that G-7 interest rates willremain the primary market exposure of the Partnership for the foreseeablefuture.

 

**Currencies**

 

The Partnership trades in a large number ofcurrencies, and exchange rate risk is a significant market exposure of thePartnership.  The Partnership’s majorexposures have typically been to pricing relationships between the U.S.dollar/Japanese yen, U.S. dollar/Euro and U.S. dollar/British pound positionsas well as U.S. dollar/Canadian dollar, U.S. dollar/Australian dollar and U.S.dollar/Swiss franc.  BRIM does notanticipate that the risk profile of the Partnership’s currency sector willchange significantly in the future.  Thecurrency trading Value at Risk figure includes foreign margin amounts convertedinto U.S. dollars with an incremental adjustment to reflect the exchange raterisk of maintaining Value at Risk in a functional currency other than U.S.dollars.

 

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**Stock Indices**

 

The Partnership has significant equityexposure to G-7 equity index price movements, although as of December 31,2008, the Partnership’s primary exposures were in the stock indices fromSoutheast Asian countries. The Partnership is primarily exposed to the risk ofadverse price trends or static markets in the major G-7 and Asian indices.

 

**Metals**

 

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

 

**Agriculture Commodities**

 

The Partnership’s primary agriculturalcommodities exposure is to agricultural price movements, which are oftendirectly affected by severe or unexpected weather conditions.  Soybeans, grains, livestock and sugaraccounted for the substantial bulk of the Partnership’s commodity exposure asof December 31, 2008.  In the past,the Partnership has had material market exposure to orange juice and cotton andmay do so again in the future.  However,BRIM anticipates that the Trading Advisors will maintain an emphasis onsoybeans, grains and sugar, in which the Partnership has historically taken itslargest positions.

 

**Energy**

 

The Partnership’s primary energy marketexposure is to natural gas and oil price movements, often resulting frompolitical developments in the Middle East. Energy prices can be volatile and substantial profits and losses havebeen and are expected to continue to be experienced in this market.

 

***Qualitative Disclosures Regarding Non-TradingRisk Exposure***

 

The following were the non-trading riskexposures of the Partnership as of December 31, 2008.

 

**Foreign Currency Balances**

 

The Partnership’s primary foreign currencybalances are in Japanese yen, British pounds and Euros.  The Partnership has minimal exchange rateexposure on these balances.

 

**U.S. Dollar Balances**

 

The Partnership holds its U.S. dollars incash at MLPF&S, NewEdge and PFPC Trust. The Partnership has immaterial cash flow and interest-rate risk on itscash on deposit with MLPF&S or NewEdge in that declining interest rateswould cause the income from such cash to decline.

 

***Qualitative DisclosuresRegarding Means of Managing Risk Exposure***

 

*Trading Risk*

 

BRIM has procedures in place intended tocontrol market risk exposure, although there can be no assurance that theywill, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of theTrading Advisors selected from time to time for the Partnership, and reviewingoutstanding positions for over-concentration both on an TradingAdvisor-by-Trading Advisor and on an overall Partnership basis.  While BRIM does not itself intervene in themarkets to hedge or diversify the Partnership’s market exposure, BRIM may urgeTrading Advisors to reallocate positions, or itself reallocate Partnershipassets among Trading Advisors (although typically only as of the end of amonth), in an attempt to avoid over-concentration.  However, such interventions are unusual.

 

At the Trading Advisor level, each TradingAdvisor applies its own risk management policies to its trading.  These policies generally limit the totalexposure that may be taken per “risk unit” of assets under management.  In addition, many Trading Advisors followdiversification guidelines (often formulated in terms of the maximum margin, 

 

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which they will commit to positions in any one contract or group ofrelated contracts), as well as imposing “stop-loss” points at which openpositions must be closed out. Occasionally, Trading Advisors will limit themarket exposure of their Partnership account through acquiring put or calloptions which “collar” the risk of open positions.  However, because of the typically high degreeof liquidity in the markets traded by the Partnership and the expense ofacquiring options, most Trading Advisors rely simply on stop-loss policies,requiring the liquidation of positions once losses of a certain magnitude havebeen incurred.

 

Certain Trading Advisors treat their riskcontrol policies as strict rules; others only as general guidelines forcontrolling risk.

 

*Non-Trading Risk*

 

The Partnership controls the non-tradingexchange-rate risk of its foreign currency balances by regularly convertingthese balances back into U.S. dollars on a weekly basis.

 

The Partnership has cash flow interest raterisk on its cash on deposit with MLPF&S and NewEdge in that declininginterest rates would cause the income from such cash to decline.  However, a certain amount of cash or cashequivalents must be held by the Partnership in order to facilitate marginpayments and pay expenses and redemptions. BRIM does not take any steps to limit the cash flow risk on its cashheld on deposit at MLPF&S,  NewEdgeand PFPC Trust.

 

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**Item 8:  FinancialStatements and Supplementary Data**

 

Financial statements required by this item,including the report of independent registered public accounting firm, Deloitte &Touche LLP, for the fiscal years ended December 31, 2008, 2007 and 2006,are included as Exhibit 13.01 to this report.

 

The following summarized quarterlyfinancial information presents the results of operations for the three monthperiods ended March 31, June 30, September 30 and December 31,2008 and 2007.  This information has notbeen audited.

 

Selected Quarterly Financial Data (unaudited)

BlackRock Global Horizons I L.P.

 

Net Income by Quarter

Eight Quarters through December 31, 2008

 
| ** **                          | ** ** | **Fourth**  | ** ** | **Third**   | ** ** | **Second**  | ** ** | **First**   | ** ** | **Fourth**  | ** ** | **Third**   | ** ** | **Second**  | ** ** | **First**   | ** ** |
|-------------------------------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|
| ** **                          | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** |
| ** **                          | ** ** | **2008**    | ** ** | **2008**    | ** ** | **2008**    | ** ** | **2008**    | ** ** | **2007**    | ** ** | **2007**    | ** ** | **2007**    | ** ** | **2007**    | ** ** |
| Total Income (Loss)                 |       | $           | 32,911,180 |        | $          | 114,214     |       | $           | 4,306,828  |        | $          | 20,773,362  |       | $           | 13,121,880 |        | $          | (8,767,764 | ) | $ | 22,725,734 |   | $ | (6,221,482 | ) |
| Total Expenses                      |       | 8,425,150   |       | 3,007,225   |       | 3,408,885   |       | 6,868,971   |       | 5,144,206   |       | 2,685,334   |       | 5,362,300   |       | 3,939,284   |       |
| Net Income (Loss)                   |       | $           | 24,486,030 |        | $          | (2,893,011  | )          | $           | 897,943    |        | $          | 13,904,391  |       | $           | 7,977,674  |        | $          | (11,453,098 | ) | $ | 17,363,434 |   | $ | (10,160,766 | ) |
|                                |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |
| Net Income (Loss) per Series A Unit |       | $           | 0.1241     |        | $          | (0.0117     | )          | $           | 0.0062     |        | $          | 0.0847      |       | $           | 0.0433     |        | $          | (0.0575 | ) | $ | 0.0800 |   | $ | (0.0435 | ) |
| Net Income (Loss) per Series F Unit |       | $           | 30.75      |        | $          | (5.68       | )          | $           | 1.09       |        | $          | 20.23       |       | $           | 10.13      |        | $          | (13.65 | ) | $ | 19.33 |   | $ | (10.52 | ) |
| Net Income (Loss) per Series G Unit |       | $           | 0.1328     |        | $          | (0.0245     | )          | $           | 0.0048     |        | $          | 0.0880      |       | $           | 0.0443     |        | $          | (0.0583 | ) | $ | 0.0830 |   | $ | (0.0465 | ) |
| Net Income (Loss) per Series I Unit |       | $           | 0.1481     |        | $          | (0.0139     | )          | $           | 0.0137     |        | $          | 0.1101      |       | $           | 0.0667     |        | $          | (0.0513 | ) | $ | 0.0904 |   | $ | (0.0390 | ) |
|                                |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |
| Weighted average units Series A     |       | 128,207,580 |       | 107,876,138 |       | 90,334,878  |       | 90,316,670  |       | 103,656,598 |       | 116,067,900 |       | 128,919,989 |       | 138,284,792 |       |
| Weighted average units Series F     |       | 122,383     |       | 128,312     |       | 131,549     |       | 134,817     |       | 138,151     |       | 141,019     |       | 144,883     |       | 150,415     |       |
| Weighted average units Series G     |       | 35,529,309  |       | 36,729,365  |       | 37,776,534  |       | 39,036,583  |       | 40,207,380  |       | 41,405,106  |       | 42,802,351  |       | 44,129,770  |       |
| Weighted average units Series I     |       | 615,479     |       | 615,479     |       | 615,479     |       | 838,160     |       | 2,757,932   |       | 4,537,254   |       | 4,635,761   |       | 4,673,575   |       |

 

Calculation of net income (loss) per weightedaverage general partner and limited partner unit excludes net income (loss)allocated to non-unitized interests in 2007.

 

The supplementary financialinformation (“information about oil and gas producing activities”) specified byItem 302 of Regulation S-K is not applicable.

 

45

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**Item 9:  ********Changes in and Disagreements with Accountants onAccounting and Financial Disclosure**

 

There were nochanges in or disagreements with Deloitte & Touche LLP on accountingor financial disclosure.

 

**Item 9A:  Controls and Procedures**

 

*Evaluation of Disclosure andProcedures*

 

The General Partner, with the participation of the Partnership’sPresident as principal executive officer of the Partnership (“President”) andthe Chief Financial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures with respect to thePartnership as of and for the year which ended December 31, 2008, and,based on its evaluation, has concluded that these disclosure controls andprocedures are effective.  Additionally,there were no significant changes in the General Partner’s internal controlswith respect to the Partnership over financial reporting which materiallyaffect such internal controls.

 

**Item 9A(T):  Controls and Procedures**

 

*Changes in Internal Control overFinancial Reporting*

 

No change ininternal control over financial reporting (as defined in Rule 13a-15(f) underthe Exchange Act) occurred during the quarter ended December 31, 2008 thathas materially affected, or is reasonable likely to materially affect, the Partnership’sinternal control over financial reporting.

 

*Management’s Annual Report onInternal Control over Financial Reporting*

 

The Partnership’smanagement is responsible for establishing and maintaining adequate internalcontrol over financial reporting.  ThePartnership’s internal control over financial reporting is a process designedunder the supervision of the Partnership’s President and Chief FinancialOfficer and effected by management, other personnel and service providers toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principals and includes those policies andprocedures that:

 

·                  Pertainto the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Partnership;

 

·                  Providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the Partnershipare being made only in accordance with authorizations of management anddirectors of the Partnership; and

 

·                  Providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of the Partnership’s assets that could have amaterial effect on the financial statements.

 

Because of itsinherent limitations, internal control over financial reporting can provideonly reasonable assurance with respect to financial statement preparation andpresentation.  Projections of anyevaluation of effectiveness to future periods are subject to the risks thatcontrols may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

 

The Partnership’smanagement assessed the effectiveness of the Partnership’s internal controlover financial reporting at December 31, 2008.  In making this assessment, management usedthe criteria set forth by the Committee of Sponsoring Organizations of theTreadway Commission (COSO) in “Internal Control-Integrated Framework”.

 

Based on itsassessment, the Partnership’s management concluded that, at December 31,2008, the Partnership’s internal control over financial reporting waseffective.

 

46

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This annual reportdoes not include an attestation report of the Partnership’s registered publicaccounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’sregistered public accounting firm pursuant to temporary rules of theSecurities and Exchange Commission that permit the company to provide onlymanagement’s report in this annual report.

 

**Item 9B:  Other Information**

 

On September 15, 2008, Bank of AmericaCorporation announced that it had agreed to acquire Merrill Lynch, one of theprincipal owners of BlackRock.  On January 1,2009, Bank of America Corporation announced that it had completed itsacquisition of Merrill Lynch.

 

47

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**PART III**

 

**Item 10:  Directors,Executive Officers  and CorporateGovernance of the Registrant**

 

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

 

The Partnership ismanaged by BlackRock.  Trading decisionsare made by the Trading Advisors on behalf of the Partnership.  BlackRock promotes the Partnership and is itscontrolling persons.

 

The managers andexecutive officers of the Partnership and BlackRock, with the responsibilityfor the Partnership as of December 31, 2008, and their respective businessbackgrounds are as follows.

 
| **Edward Rzeszowski**   | President of the  Partnership (Age 37)                                             |
|-------------------------|------------------------------------------------------------------------------------|
| ** **              |                                                                               |
| **Michael L. Pungello** | Vice President, Chief  Financial Officer and Treasurer of the Partnership (Age 51) |
| ** **              |                                                                               |
| **Howard P. Berkowitz** | Managing Director of  BlackRock, Inc. (Age 68)                                |

 

Edward Rzeszowski is the President of the GeneralPartner, a Managing Director of BlackRock, a registered principal of theGeneral Partner since February 2004 and a member of BlackRock AlternativeAdvisors (as described below).  His responsibilities include evaluatingpotential hedge fund managers and monitoring existing managers with afocus on managed futures, macro funds and statistical arbitrage.  He began this position in September 2006.  Previously, Mr. Rzeszowski was aDirector with Merrill Lynch’s fund of funds team.  In this role, he was responsible for theselection and analysis of hedge funds with a focus on managedfutures, macro funds and statistical arbitrage, and served as senior hedge fundanalyst and Portfolio Manager for the Merrill Lynch Global Horizons I L.P. FromSeptember 2000 to September 2006, Mr. Rzeszowski was a SeniorQuantitative Analyst for the Merrill Lynch fund of funds team, responsible forrisk management of the managed futures product line.  He became employed with Merrill Lynch in 1995and has held various positions in the finance department of certain MerrillLynch asset management subsidiaries.  His additional previous workexperience includes OMR Systems Corporation (a financial investmentsservice company) from September 1995 to September 2006, where he wasresponsible for the consolidation of managed futures risks. Mr. Rzeszowskiearned a Bachelor of Arts degree in economics and finance from the Universityof Pittsburgh.

 

Michael L. Pungello isChief Financial Officer of the General Partner, a Managing Director of BRIM anda registered principal since November 2006 of the General Partner.  Mr. Pungello was previously the ChiefFinancial Officer of MLAI.  He was FirstVice President and Senior Director of Finance for Merrill Lynch’s Operations,Services and Technology Group from January 1998 to March 1999. Priorto that, Mr. Pungello spent over 18 years with Deloitte & ToucheLLP, and was a partner in their financial services practice from June 1990to December 1997. He graduated from Fordham University in 1979 with aBachelor of Science in Accounting and received his Master’s of BusinessAdministration in Finance from New York University in 1987.

 

Howard P. Berkowitz is aManaging Director at BlackRock.  He is amember of Black Rock’s Leadership Committee. Mr. Berkowitz joined BlackRock, Inc. in 2003 when BlackRockacquired a majority interest in fund of fund manager HPB Management. Mr. Berkowitzis currently the Portfolio Manager of the Strategic Fund of Hedge FundsGroup.  Prior to joining BlackRock, Mr. Berkowitzwas the founder and managing partner of HPB Associates, a fund of hedge fundsthat he initially formed in 1979 as a traditional equity hedge fund. In 1967, Mr. Berkowitzco-founded and managed Steinhardt, Fine, Berkowitz & Co., one of theearliest successful entrants in the hedge fund industry.   Mr. Berkowitz served a three-year termas National Chairman of the Anti-Defamation League. He previously served on theboards and investment committees of the UJA Federation and the WhartonUndergraduate School of Finance.  Hecurrently serves on the boards and investment committees of the SteadmanHawkins Sports Medicine Foundation, the Anti-Defamation League, and the NewYork City Ballet. In addition, Mr. Berkowitz currently serves as Presidentof the Washington Institute for Near East Policy. Mr. Berkowitz earned aBS degree in economics from the Wharton School of the University ofPennsylvania in 1962, and a MBA degree from New York University in 1964.

 

48

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As of December 31,2008, BRIM’s general partner interest in the Partnership was valued at$3,098,146.

 

(c)                                  Identification of Certain SignificantEmployees:

 

None.

 

(d)                                 Family Relationships:

 

None.

 

(e)                                  Business Experience:

 

See Items 10(a) and10(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.

 

(i)                                     Code of Ethics:

 

BRIM has adopted acode of ethics, as of the end of the period covered by this report, whichapplies to the Partnership’s principal executive officer, principal financialofficer and persons performing similar functions.  A copy of the code of ethics is availableupon request by calling 609-282-6996.

 

(j)                                     Audit Committee Financial Expert:

 

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

 

**Item 11:  ExecutiveCompensation**

 

The Partnership’sPresident and Chief Financial Officer, which are its only officers, managers,or employees, do not receive compensation from the Partnership.  Instead, they are remunerated by BRIM intheir respective positions with BRIM. The Partnership pays Brokerage Commissions to an affiliate of BRIM andAdministrative Fees to BRIM. BRIM or its affiliates may also receive certaineconomic benefits from the possession of the Partnership’s U.S. dollar assetsin offset accounts, as described in Item 1(c) above.  The managers and officers receive no “othercompensation” from the Partnership. There are no compensation plans or arrangements relating to a change incontrol of either the Partnership or BRIM.

 

49

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** **

**Item12:  Security Ownership of CertainBeneficial Owners and Management and Related Stockholders Matters**

 

(a)                                  Securities Authorized for Issuance UnderEquity Compensation Plans:

 

None.

 

(b)                                 Security Ownership of Certain BeneficialOwners:

 

Not applicable,the Units are non-voting.  ThePartnership is managed by BlackRock Investment Management, LLC, its GeneralPartner.

 

(c)                                  Security Ownership of Management:

 

As of December 31, 2008, BRIM owned 2,203,255Units (unit-equivalent general partnership interests), which was approximately1.36 % of the total Units outstanding.

 

(d)                                 Changes in Control:

 

None.

 

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

 

(a)                                  Transactions between Merrill Lynch, BRIM,PNC or PFPC Trust and the Partnership:

 

The Partnership pays indirectly Merrill Lynch throughMLPF&S and BRIM substantial brokerage commissions and administrative fees,respectively, as well as bid-ask spreads on forward currency trades. ThePartnership also pays MLPF&S interest on short-term loans extended byMLPF&S to cover losses on foreign currency positions.

 

In 2008, the Partnership expensed:  (i) Sponsor fees of $2,278,530 to BRIM; (ii) Clearingcosts of $495,804 to MLPF&S; (iii) Distribution fees of $5,554,788 toBRIM and (iv) Administrator fees for transfer agency services of $528,190to PNC and (v) Printing fees of $225,563 to PNC and (vi) Custody feesfor custodian services of $5,900 to PFPC Trust. In addition, BRIM and Merrill Lynch and its affiliates may have derivedcertain economic benefits from possession of the Partnership’s assets, as wellas from foreign exchange and EFP trading.

 

See Item 1(c), “Narrative Description of Business —Charge” and  “— Description of CurrentCharges” for a discussion of other business dealings between BRIM affiliatesand the Partnership.

 

The Partnership is prohibited from makingany loans, to management or otherwise

 

BRIM may be viewed as a beneficiary of the revenuesreceived by different Merrill Lynch entities from the Partnership due toMerrill Lynch’s ownership stake in BRIM. BRIM controls the management of the Partnership and serves as itspromoter. Although BRIM has not sold any assets, directly or indirectly, to thePartnership, BRIM has made substantial profits from the Partnership due to theforegoing revenues.

 

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

 

All of the service providers to the Partnership, otherthan the Trading Advisors, NewEdge and SS&C are affiliates of BRIM orMerrill Lynch.  BRIM negotiated with theTrading Advisors over the level of their Management Fees and ProfitShares.  However, none of the fees paidby the Partnership to any BRIM or Merrill Lynch party were negotiated, and theyare likely higher than those that may have been obtained in arm’s-lengthbargaining.   SS&C provides administrative services to thePartnership and is paid by the Partnership.  PNC, an affiliate of BRIM, is the Transfer Agent of the Partnership andis paid by the Partnership.

 

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

 

50

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(c)                                  Transactions with Promoters:

 

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

 

(d)                                 Director Independence:

 

Not applicable.

 

**Item 14:  PrincipalAccountant Fees and Services**

 

1)              Audit Fees

 

Aggregate fees for professional services rendered byDeloitte & Touche LLP in connection with the audit of the Partnership’sfinancial statements as of and for the year ended December 31, 2008 were$129,000.  Aggregate fees for theseservices for the year ended December 31, 2007 were $110,000.

 

2)              Audit-RelatedFees

 

There were noother audit-related fees for the years ended December 31, 2008 or 2007related to the Partnership.

 

3)              TaxFees

 

Aggregate fees forprofessional services rendered by Deloitte Tax LLP in connection with the taxcompliance, advice and preparation of the Partnership’s tax returns for theyear ended December 31, 2008 were $235,000. Aggregate fees for theseservices for the Partnership for the year ended December 31, 2007 were$235,000.

 

4)              AllOther Fees

 

No fees were paidto Deloitte & Touche LLP, Deloitte Tax LLP or any member firms ofDeloitte Touche Tohmatsu and their respective affiliates during the years endedDecember 31, 2008 or 2007 for any other professional services in relationto the Partnership.

 

5)              Pre-ApprovalPolicies

 

Although BRIM andthe Partnership do not have pre-approval policies, the Chief Financial Officerof the Partnership pre-approves the engagement of the Partnership’s independentregistered public accounting firm for all services to be provided by them.

 

51

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**PART IV**

 

**Item 15:  Exhibitsand Financial Statement Schedules**

 
| ** ** | ** **                                                               | **Page** |
|------------|--------------------------------------------------------------------------|----------|
| 1.         | Financial  Statements (found in Exhibit 13.01):                     |     |
|       |                                                                     |     |
|       | Report of  Independent Registered Public Accounting Firm                 | 1        |
|       |                                                                     |     |
|       | Statements of  Financial Condition as of December 31, 2008 and 2007 | 2        |
|       |                                                                     |     |
|       | For the years  ended December 31, 2008, 2007 and 2006:              |     |
|       | Statements of  Operations                                                | 3        |
|       | Statements of  Changes in Partners’ Capital                         | 4        |
|       | Financial Data  Highlights                                               | 5-7      |
|       |                                                                     |     |
|       | Notes to  Financial Statements                                           | 8-16     |

 

2.                                                   Financial Statement Schedules:

 

Financial statementschedules not included in this Form 10-K have been omitted for the reasonthat they are not required or are not applicable or that equivalent informationhas been included in the financial statements or notes thereto.

 

3.                                       Exhibits required by Item 601 ofRegulation 5-k:

 

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

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

 

52

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| Exhibit 3.01(iv):         |   | Is incorporated  herein by reference from Exhibit 3.01(iv) contained in the  Registrant’s report Form 10-K for the year ended December 31, 2004.                                                                            |
|--------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |                                                                                                                                                                                                                                                 |
| 10.01(d)                       |   | Form of  Advisory Agreement between the Partnership, BRIM and prospective Trading  Advisors.                                                                                                                                                    |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.01(d):         |   | Is incorporated  by reference from Exhibit 10.01(d) contained in the Registrant’s  report on Form 10-Q for the Quarter Ended June 30, 1995.                                                                                 |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.02:            |   | Is incorporated  herein by reference from Exhibit 10.02 contained in the Registrant’s  Registration Statement.                                                                                                                             |
|                           |   |                                                                                                                                                                                                                                                 |
| 10.03                          |   | Form of  Customer Agreement between the Partnership and MLPF&S or NewEdge.                                                                                                                                                                  |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.03:            |   | Is incorporated  herein by reference from Exhibit 10.03 contained in the Registrant’s  Registration Statement.                                                                                                                             |
|                           |   |                                                                                                                                                                                                                                                 |
| 10.05                          |   | Form of  Subscription Agreement and Power of Attorney.                                                                                                                                                                                          |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.05:            |   | Is incorporated  herein by reference from Exhibit 10.05 contained in the Registrant’s  Registration Statement (as Exhibit D).                                                                                                         |
|                           |   |                                                                                                                                                                                                                                                 |
| 10.06                          |   | Foreign Exchange  Desk Service Agreement, dated July 1, 1993 among Merrill Lynch  International Bank, MLIM LLC, MLPF&S and the Partnership.                                                                                                 |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.06:            |   | Is incorporated  herein by reference from Exhibit 10.06 contained in Amendment No. 1  to the Registration Statement.                                                                                                                       |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.07:            |   | Is incorporated  herein by reference from Exhibit 10.07 contained in the Registrant’s  report on Form 10-K for the year ended December 31, 1996.                                                                                 |
|                           |   |                                                                                                                                                                                                                                                 |
| 13.01                          |   | 2008 Annual  Report and Report of Independent Registered Public Accounting Firm.                                                                                                                                                                     |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 13.01:            |   | Is filed  herewith.                                                                                                                                                                                                                                  |
|                           |   |                                                                                                                                                                                                                                                 |
| 28.01                          |   | Prospectus of  the Partnership dated December 6, 1995.                                                                                                                                                                                          |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 28.01:            |   | Is incorporated  by reference as filed with the Securities and Exchange Commission pursuant to  Rule 424 under the Securities Act of 1933, Registration Statement (File  No. 33-88994) on Form S-1, effective December 6, 1995). |
|                           |   |                                                                                                                                                                                                                                                 |
| 31.01 and 31.02                |   | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                                    |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 31.01 and  31.02: |   | Are filed herewith.                                                                                                                                                                                                                                  |
|                           |   |                                                                                                                                                                                                                                                 |
| 32.01 and 32.02                |   | Section 1350  Certifications                                                                                                                                                                                                                    |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 32.01 and  32.02: |   | Are filed herewith.                                                                                                                                                                                                                                  |

 

53

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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 on March 30, 2009.

 
|   | ** BLACKROCK  GLOBAL HORIZONS I L.P.**         |
|--------|-----------------------------------------------------|
|   |                                                |
|   |  By: **BLACKROCK INVESTMENT  MANAGEMENT, LLC** |
|   | General Partner                                     |
|   |                                                |
|   | By                                                  | /s/ EDWARD RZESZOWSKI |
|   |  Edward Rzeszowski                             |
|   |  President                                     |
|   |  (Principal Executive  Officer)                |

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities indicated.

 
| **Signature**           | ** ** | **Title**                                     | ** ** | **Date**             |
|-------------------------|------------|-----------------------------------------------|------------|----------------------|
|                    |       |                                          |       |                 |
| /s/Edward  Rzeszowski   |       | President of the  Registrant                  |       | March 30,  2009 |
| Edward  Rzeszowski      |       | (Principal  Executive Officer)                |       |                 |
|                    |       |                                          |       |                 |
| /s/Michael L.  Pungello |       | Chief Financial  Officer of the Registrant    |       | March 30,  2009 |
| Michael L.  Pungello    |       | (Principal  Financial and Accounting Officer) |       |                 |
|                    |       |                                          |       |                 |
| /s/Howard P.  Berkowitz |       | Managing  Director of BlackRock, Inc.    |       | March 30,  2009 |
| Howard P. Berkowitz     |       |                                          |       |                 |

 

(Being the principal executive officer, the principalfinancial and accounting officer and a majority of the managers of BlackRockInvestment Management LLC)

 

**BLACKROCK INVESTMENT MANAGEMENT, LLC**
| General Partner of Registrant |   |   |   | March 30,  2009 |
|-------------------------------|--------|--------|--------|----------------------|

 

 
| By                         | /s/ EDWARD RZESZOWSKI |   |
|----------------------------|-----------------------|--------|
| Edward Rzeszowski          |
| Managing Director of  BRIM |

 

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**BLACKROCKGLOBAL HORIZONS I L.P.**

 

2008 FORM 10-K

 

INDEX TO EXHIBITS

 
| **Exhibit**   | ** ** | ** **                                                                      |
|---------------|------------|---------------------------------------------------------------------------------|
|          |       |                                                                            |
| Exhibit 13.01 |       | 2008 Annual Report and  Report of Independent Registered Public Accounting Firm |
|          |       |                                                                            |
| Exhibit 31.01 |       | Certification of  Edward Rzeszowski                                             |
|          |       |                                                                            |
| Exhibit 31.02 |       | Certification of  Michael L. Pungello                                           |
|          |       |                                                                            |
| Exhibit 32.01 |       | Section 1350  Certification of Edward Rzeszowski                                |
|          |       |                                                                            |
| Exhibit 32.02 |       | Section 1350  Certification of Michael L. Pungello                              |

 

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