** **

** **

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K**

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

 

**For the fiscal year ended:December 31, 2009**

 

**or**

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

 

**Commission file number: 0-23240**

 

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

(Exact name of registrant as specified in its charter)

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

 

**c/o BlackRock InvestmentManagement LLC**

**40 East 52nd Street**

**New York, New York 10022**

(Address of principalexecutive offices)

 

Registrant’s telephonenumber, including area code:  **(609) 282-6996**

 

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

 

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

 

Indicate by checkmark whether registrant is a well-known seasoned issuer as defined by Rule 405of the Securities Act.

 

Yes  o   No  x

 

Indicate by checkmark whether registrant is not required to file reports pursuant to Section 13or 15(d) of the Act.

 

Yes  o   No  x

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

Yes  x   No  o

 

Indicate by checkmark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

Yes  o   No  o

 

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

 

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

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

 

Indicate by checkmark whether registrant is a shell company (as defined by Rule 12b-2 ofthe Exchange Act).

 

Yes  o   No  x

 

The limitedpartnership units of the registrant are not publicly traded. Accordingly, thereis no aggregate market value for the registrant’s outstanding equity that isreadily determinable.

 

As of February 1,2010, limited partnership units with an aggregate value of $293,563,334 wereoutstanding.

 

**Documents Incorporated by Reference**

 

The registrant’s2009 Annual Report and Report of Independent Registered Public Accounting Firm,and the annual report to security holders for the fiscal year ended December 31,2009 is incorporated by reference into Part II, Item 8 and Part IV hereofand filed 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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**BLACKROCK GLOBAL HORIZONS I L.P.**

 

ANNUAL REPORT FOR 2009 ONFORM 10-K

 

Table of Contents

 
| ** **    | ** **                                                                                                          | **PAGE** |
|---------------|---------------------------------------------------------------------------------------------------------------------|----------|
|          |                                                                                                                |     |
| PART I   |
|          |                                                                                                                |     |
| Item 1.       | Business                                                                                                            | 1        |
|          |                                                                                                                |     |
| Item 1A.      | Risk factors                                                                                                        | 8        |
|          |                                                                                                                |     |
| Item 1B.      | Unresolved Staff  Comments                                                                                          | 24       |
|          |                                                                                                                |     |
| Item 2.       | Properties                                                                                                          | 24       |
|          |                                                                                                                |     |
| Item 3.       | Legal Proceedings                                                                                                   | 24       |
|          |                                                                                                                |     |
| Item 4.       | Reserved                                                                                                            | 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                                                         | 40       |
|          |                                                                                                                |     |
| Item 8.       | Financial  Statements and Supplementary Data                                                                        | 46       |
|          |                                                                                                                |     |
| Item 9.       | Changes in  and Disagreements with Accountants on Accounting and Financial Disclosure                               | 47       |
|          |                                                                                                                |     |
| Item 9A.      | Controls and  Procedures                                                                                            | 47       |
|          |                                                                                                                |     |
| Item 9B.      | Other Information                                                                                                   | 48       |
|          |                                                                                                                |     |
| PART III |
|          |                                                                                                                |     |
| Item 10.      | Directors  and Executive Officers of the Registrant                                                                 | 49       |
|          |                                                                                                                |     |
| Item 11.      | Executive  Compensation                                                                                             | 50       |
|          |                                                                                                                |     |
| Item 12.      | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters                    | 51       |
|          |                                                                                                                |     |
| Item 13.      | Certain  Relationships and Related Transactions                                                                     | 51       |
|          |                                                                                                                |     |
| Item 14.      | Principal  Accountant Fees and Services                                                                             | 52       |
|          |                                                                                                                |     |
| PART IV  |
|          |                                                                                                                |     |
| Item 15.      | Exhibits and  Financial Statement Schedules                                                                         | 53       |

 

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**PART I**

 

**Item 1:****       ****Business**

 

(a)                                 General Development of Business:

 

BlackRock Global Horizons I L.P. (the “Partnership”)was organized under the Delaware Revised Uniform Limited Partnership Act on May 11,1993 and began trading operations on January 4, 1994.   The Partnership trades in the internationalfutures, options on futures and forward markets with the objective ofachieving, through speculative trading, substantial capital appreciation overtime.  The Partnership’s assets areallocated and reallocated by the General Partner (defined below) to accountsmanaged by independent professional advisors (each a “Trading Advisor”) onbehalf of the Partnership or to one or more commodity pools (each a “PortfolioFund”) operated and managed by Trading Advisors that are registered as “commoditypool operators” under the Commodity Exchange Act.

 

(b)                                 Amendments to Charter Documents/NameChange:

 

BlackRock Investment Management, LLC (the “General Partner” or “BRIM”),a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”) is the generalpartner of the Partnership.

 

When the Partnership is offering its units of limitedpartnership interest (“Units”), it receives and processes subscriptions on acontinuous basis throughout each month. Investors whose subscriptions are accepted during a month are admittedto the Partnership as limited partners (each a “Limited Partner”) as of thebeginning of the immediately following month, acquiring Units at the net assetvalue (“Net Asset Value”) per Unit as of the date of admission.  Investors’ customer securities accounts aregenerally debited in the amount of their subscriptions on a single monthlysettlement date within approximately ten calendar days the issuance of theUnits.

 

As of February 1,2004, the Partnership privately offered two new series of Units, (each, a “Series”),Series A and Series I.  Thecontinuing units were renamed Series F. As of January 2, 2005, the Partnership created three “non-unitized”series of Units.  These series wereinvested in by other investment partnerships for which Merrill LynchAlternative Investments LLC (“MLAI”) served as the general partner.

 

Effective after the close of business on December 29, 2006, two ofthe three “non-unitized” series of the Partnership (BlackRock FuturesInvestments L.P. and BlackRock Principal Protection L.P.), were merged into thePartnership in a tax-free reorganization. All of the investors in BlackRockFutures Investments L.P. and BlackRock Principal Protection L.P. received new Series GUnits of the Partnership with an initial Net Asset Value per Unit of $1.00equal to their December 31, 2006 Net Asset Value.   Issuance of the new Units had no adverseeconomic effect on investors in the Partnership or either of the merged funds.

 

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

 

As of December 31, 2007, BRIM liquidated Principal Protection PlusLtd., the sole remaining “non-unitized series” investor in the Partnership. Assuch, Principal Protection Plus Ltd. redeemed its investment in the Partnershipas of December 31, 2007.

 

As of December 31, 2009, the capitalization ofthe Partnership was $275,762,918, and the Net Asset Value per Series F(the initial Series of Units), originally $100 as of January 4, 1994,had risen to $259.29.

 

Through December 31, 2009, the highest month-endNet Asset Value of Series F Units was $284.04 (January 31, 2009) andthe lowest was $97.36 (February 28, 1994).

 

(c)                                  Financial Information about Segments:

 

The Partnership’s business constitutes only onesegment for financial reporting purposes, i.e*.,*a speculative “commodity pool”. The Partnership does not engage in sales ofgoods or services.  See Item 15 — “Exhibitsand Financial Statement Schedules”.

 

1

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(d)                                 Narrative Description of Business:

 

***General***

 

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

 

The Partnership’s assets are allocated and reallocatedby BRIM either to accounts managed by Trading Advisors on behalf of thePartnership or to one or more Portfolio Funds operated and traded by suchTrading Advisors who apply proprietary trading strategies in numerous markets.  The General Partner may, in its discretion,form one or more subsidiaries (for example, as one or more limited liabilitycompanies) to hold Partnership assets allocated to a particular TradingAdvisor.  The purpose of thesesubsidiaries is to segregate the assets of the Partnership allocated to any oneTrading Advisor from the other assets of the Partnership in order to seek tolimit liability for trading losses by any one Trading Advisor to the assetsallocated to such subsidiary.

 

The General Partner monitors the performance ofseveral hundred Trading Advisors.  Bothquantitative and qualitative criteria are factors in the General Partner’sselection process, including the following: type of trading program; risk control; duration and speed of recoveryfrom drawdowns; experience; organizational infrastructure; and low correlationin the past with traditional investments such as stocks and bonds.  Trading Advisors’ past records are evaluatedcomparatively with a view to combining Trading Advisors whose respectivetrading results have historically demonstrated not only a low degree of correlationwith stocks and bonds but also with the other Trading Advisors selected.  In addition to qualitative factors concerningthe Trading Advisors, statistical analysis is used to develop Trading Advisorcombinations which the General Partner identifies as having reward/riskprofiles consistent with the General Partner’s objectives.  By identifying Trading Advisor combinationsin this way, the General Partner hopes to maintain profit potential while alsomaterially reducing the risk of major equity declines.

 

In selecting Trading Advisors for the Partnership, theGeneral Partner emphasizes retaining multiple Trading Advisors, trading inmultiple markets and implementing multiple strategies.  The General Partner also evaluates theoverall market diversification and emphasis that different possible TradingAdvisor combinations would give the Partnership.  Discretionary and systematic as well asfundamental and technical Trading Advisors may be retained from time to time.  The General Partner may allocate Fund assetsto Trading Advisors specializing in particular market sectors and to TradingAdvisors which trade broadly diversified portfolios.  By diversifying strategies as well asmarkets, the General Partner can create Trading Advisor combinations for thePartnership that should have good profit potential across a wide range ofdifferent market cycles.  Although theGeneral Partner maintains diversification in the Partnership’s portfolio, theGeneral Partner emphasizes those strategies that the General Partner believesare more likely to be profitable than others based on the General Partner’sevaluation of likely near-term market conditions. The General Partner is notbound by any strict diversification guidelines; certain of the Trading Advisorsselected by the General Partner may be allocated substantially larger portionsof the Partnership’s assets than other Trading Advisors.

 

Set forth below is a chart which provides thePartnership’s current Trading Advisors, the portion of the Partnership’s assetsthat each controlled as of December 1, 2009, the general trading focus ofeach such advisor, an indication as to whether each advisor’s program isdiscretionary or systematic, as well as the commodity pool operator andinvestment adviser registration status (with the Commodity Futures TradingCommission (the “CFTC”) and Securities and Exchange Commission (the “SEC”),respectively).

 
| **Trading Advisors**               | ** ** | **Systematic  /  Discretionary** | ** ** | **General Trading  Focus**                      | ** ** | **Allocation** | ** ** | **CPO  Registration  Status** | ** ** | **Investment  Adviser  Registration  Status** | ** ** |
|------------------------------------|------------|----------------------------------|------------|-------------------------------------------------|------------|----------------|------------|-------------------------------|------------|-----------------------------------------------|------------|
| ** **                         | ** ** | ** **                       | ** ** | ** **                                      | ** ** | ** **     | ** ** | ** **                    | ** ** | ** **                                    |       |
| Abraham Capital  Management        |       | Systematic                       |       | Long-term  trend-following                      |       | 8.70           | %          | Not Registered                |       | Not Registered                                |       |
|                               |       |                             |       |                                            |       |           |       |                          |       |                                          |       |
| Boronia Capital PTY Ltd.           |       | Systematic                       |       | Short-term trend  following                     |       | 8.60           | %          | Registered                    |       | Not Registered                                |       |
|                               |       |                             |       |                                            |       |           |       |                          |       |                                          |       |
| Blackwater Capital  Management LLC |       | Systematic                       |       | Medium-term  trend-following                    |       | 8.70           | %          | Registered                    |       | Not Registered                                |       |
|                               |       |                             |       |                                            |       |           |       |                          |       |                                          |       |
| Cantab Capital Partners  LLP       |       | Systematic                       |       | Medium-term  trend-following and mean reversion |       | 8.95           | %          | Exempt CPO                    |       | Not Registered                                |       |
|                               |       |                             |       |                                            |       |           |       |                          |       |                                          |       |
| Crabel Capital  Management LLC     |       | Systematic                       |       | Short-term  trend-following                     |       | 9.00           | %          | Registered                    |       | Not Registered                                |       |

 

2

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| Mapleridge Capital  Corporation                           |   | Systematic    |   | Short-term,  trend-following and mean reversion |   | 9.60   | %      | Registered     |   | Not Registered |   |
|-----------------------------------------------------------|--------|---------------|--------|-------------------------------------------------|--------|--------|--------|----------------|--------|----------------|--------|
|                                                      |   |          |   |                                            |   |   |   |           |   |           |   |
| NuWave Investment  Management, LLC                        |   | Systematic    |   | Medium-term pattern  recognition                |   | 6.00   | %      | Registered     |   | Registered     |   |
|                                                      |   |          |   |                                            |   |   |   |           |   |           |   |
| Ortus Capital Management  Ltd.                            |   | Systematic    |   | Medium-term econometric                         |   | 9.45   | %      | Not Registered |   | Not Registered |   |
|                                                      |   |          |   |                                            |   |   |   |           |   |           |   |
| Pia Capital Management  L.P.                              |   | Discretionary |   | Short-term discretionary                        |   | 9.85   | %      | Exempt CPO     |   | Not Registered |   |
|                                                      |   |          |   |                                            |   |   |   |           |   |           |   |
| Quantitative Investment  Management — Global Program |   | Systematic    |   | Short-term pattern recognition                  |   | 7.45   | %      | Registered     |   | Not Registered |   |
|                                                      |   |          |   |                                            |   |   |   |           |   |           |   |
| Winton Capital  Management Limited                        |   | Systematic    |   | Medium-term  trend-following                    |   | 13.70  | %      | Registered     |   | Not Registered |   |

 

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

 

One of the objectives of the Partnership is to providediversification for a limited portion of the risk segment of the LimitedPartners’ portfolios.  Commodity poolperformance has historically demonstrated a low degree of performancecorrelation with traditional stock and bond holdings.  Since it began trading, the Partnership’sreturns have been significantly non-correlated with the United States stock andbond markets.

 

The advisory agreements between the Partnership, theGeneral Partner and each Trading Advisor govern the relationships with theTrading Advisors.  The principal terms ofthis form of advisory agreement include the management fees (the “ManagementFees”), profit shares (the “Profit Shares”), indemnification provisions and theterm of the advisory agreement.  Setforth below are descriptions of each of these terms.  Other than the differences in fees, asdescribed in the ranges provided below, the only other key term that differsamong the agreements with the Trading Advisors is the minimum accountmaintenance level.  The minimum accountmaintenance level for each Trading Advisor is described below.

 

**Management Fees.**Generally, Management Fees approximate between 0% and2.5% (annualized) of the net asset value of the Partnership’s account managedby a Trading Advisor.

 

**Profit Shares. **ProfitShares generally are between 15% and 30% of the net capital appreciation in thePartnership’s account managed by a Trading Advisor for the applicable period,generally quarterly or annually, and are calculated on a cumulative high watermark basis, including realized and unrealized gains and losses from futurestrading.  Each Trading Advisor must earnback any losses causing cumulative quarter-end or year-end trading profitsexperienced by the Partnership’s account managed by the Trading Advisor to fallbelow the previous cumulative high water mark for such account beforegenerating additional new trading profits on which Profit Shares are paid.  However, Profit Shares once paid are notsubject to being repaid to the Partnership as a result of subsequent realizedor unrealized losses.

 

**Indemnification. **Theadvisory agreements generally provide that the Partnership will indemnify eachTrading Advisor and its officers, employees and controlling persons for conductundertaken as a trading advisor or otherwise relating to any action or omissionof such persons (or alleged action or omission) in connection with the advisoryagreements; provided that such action or omission (or alleged action oromission) does not constitute negligence (or gross negligence in some cases),misconduct or breach of the advisory agreements and was done in good faith andin a manner reasonably believed to be in, or not opposed to, the best interestsof the Partnership.  The advisoryagreements further provide that this indemnity provision will not increase theliability of any Limited Partner to the Partnership beyond the amount of his orher capital and profits (exclusive of 

 

3

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distributions or other returns of capital, includingredemptions), if any, in the Partnership. The advisory agreements generally provide that the foregoing indemnifiedparties shall not be liable to the Partnership for actions or omissions withinthe scope of the standards set forth in the foregoing indemnities.

 

**Term. **The advisory agreements may be renewed atthe option of the General Partner and the Partnership for successive one-yearterms.  Each Trading Advisor mayterminate the advisory agreement if the equity in the Partnership’s accountdrops below a specified minimum amount as of the close of business on any day,among other reasons.  The Partnership mayterminate the advisory agreements as of any month-end.

 

**Minimum Investment Maintenance Levels**. The minimum investment maintenance levels with each Trading Advisor areas follows: Abraham Capital Management: $1,000,000; Boronia Capital Pty Ltd.:$1,000,000; Blackwater Capital Management LLC: $1,000,000; Cantab CapitalPartners LLP: $15,000,000; Crabel Capital Management LLC: $1,000,000;Mapleridge Capital Corporation: $1,000,000; NuWave Investment Management, LLC:$1,000,000; Ortus Capital Management Ltd.: $20,000,000; Pia Capital ManagementL.P.: $25,000,000; Quantitative Investment Management: none; Winton CapitalManagement Limited: $1,000,000.  Afailure to maintain the minimum investment level does not result in anautomatic termination of the agreement with the Trading Advisor, rather itpermits the Trading Advisor to terminate the advisory agreement.

 

The General Partner terminated the advisoryarrangement with Aspect Capital Limited on July 31, 2009.  No other Trading Advisor relationships wereterminated during the 2009 fiscal year.

 

***Use of Proceeds and Interest***

 

Subscription Proceeds.

 

BRIM pays from its own funds the selling commissionsrelating to the sale of the Units. Accordingly, 100% of the proceeds of Unit sales are received in cash bythe Partnership and available for use in its speculative trading eitherdirectly through accounts managed by Trading Advisors on behalf of thePartnership or to one or more Portfolio Funds operated and traded by suchTrading Advisors.  In such trading,assets are used as security for and to pay for trading losses, as well as anyexpenses and redemptions.  The primaryuse of the proceeds of the sale of the Units is to permit the Trading Advisorsto trade on a speculative basis in a wide range of different futures, forwardsand options on futures markets.  Whilebeing used for this purpose, the Partnership’s assets are also generallyavailable to earn interest, as more fully described below.  The most recent continuous offering of Unitsbegan 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 alterthe allocation of their overall trading commitments among different marketsectors.  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 futuresexchanges. Substantially all of the Partnership’s off-exchange trading takesplace in the highly liquid, institutional spot and forward foreign exchangemarkets (the “FX Markets”) where there are no direct execution costs.  Instead, the participant banks and dealers inthe FX Markets take a “spread” between the prices at which they are prepared tobuy and sell a particular currency, and such spreads are built into the pricingof the spot or forward contracts traded with the Partnership.  In its exchange of futures for physical (“EFP”)trading, the Partnership acquires cash currency positions through banks anddealers.  The Partnership pays a spreadwhen it exchanges these positions for futures. This spread reflects, in part, the different settlement dates of the cashand the futures contracts, as well as prevailing interest rates, but also includesa pricing spread in favor of the banks and dealers, which may include a MerrillLynch & Co., Inc. (“Merrill Lynch”) entity.

 

Portfolio Fund currency trades and EFP trading aresubject to similar considerations.

 

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

 

4

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Custody of Assets.

 

Substantially all of the Partnership’s assetsdeposited as margin in support of commodity futures positions are currentlyheld in cash and customer segregated accounts at Merrill Lynch, Pierce, Fenner &Smith (“MLPF&S”), NewEdge USA LLC****(“NUSA”), J.P.Morgan Futures Inc. (“JPMFI”), UBS AG (“UBS”) or PFPC Trust Company (“PFPCTrust”). To the extent the Partnership were to invest in Portfolio Funds, thePortfolio Fund’s custodians and clearing brokers would be selected by theTrading Advisors. Partnership assets not deployed in support of futures orover-the-counter positions are on deposit with PFPC Trust. MLPF&S and PFPCTrust are affiliates of the General Partner.

 

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

 

On assets held in U.S. dollars, MLPF&S credits the Partnership withinterest at the prevailing 91-day U.S. Treasury bill rate.   On assets held in U.S. dollars, NUSA creditsthe Partnership with interest at 98% of the prevailing 91-day U.S. Treasurybill rate.  On assets held in U.S.dollars, JPMFI credits the Partnership with interest at the prevailing 28-dayday U.S. Treasury bill rate less 50 basis points, when applicable.  On assets held in U.S. dollars, UBS creditsthe Partnership with interest at the prevailing Federal Funds rate.  The Partnership is credited with interest onany of its assets and net gains actually held by MLPF&S or NUSA in non-U.S.dollar currencies at a prevailing local rate received by MLPF&S or NUSA.  MLPF&S or NUSA may derive certaineconomic benefit, in excess of the interest which MLPF&S or NUSA pays tothe Partnership, from possession of such assets.

 

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

 

Assets held at PFPC Trust earn interest at moneymarket interest rates.      Due to the current interest rateenvironment, 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 thatreason, income from these cash investments for the most recent year issubstantially lower than for the previous year.

 

***Charges***

 

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

 
| ** **                             | ** ** | **2009**           | ** ** | **2008**                                 | ** ** | **2007**           | ** ** |
|----------------------------------------|------------|--------------------|------------|------------------------------------------|------------|--------------------|------------|
| **Charges**                            | ** ** | **Dollar  Amount** | ** ** | **% of  Average  Month-End  Net Assets** | ** ** | **Dollar  Amount** | ** ** | **% of  Average  Month-End  Net Assets** | ** ** | **Dollar  Amount** | ** ** | **% of  Average  Month-End  Net Assets** | ** ** |
| Brokerage Commissions                  |       | $                  | —     |                                     | 0.00       | %                  | $          | — |   | 0.00 | % | $ | 9,623,405 |   | 4.97 | % |
| Profit Shares                          |       | 1,144,351          |       | 0.47                                     | %          | 9,844,931          |       | 5.32 | % | 2,761,529 |   | 1.43 | % |
| Distribution fees                      |       | 6,767,790          |       | 2.77                                     | %          | 5,554,788          |       | 3.00 | % | 1,766,803 |   | 0.91 | % |
| Trading Advisors’ management fees |       | 3,162,393          |       | 1.30                                     | %          | 2,520,534          |       | 1.36 | % | 897,433 |   | 0.46 | % |
| Sponsor fees (net of waiver)           |       | 2,833,553          |       | 1.16                                     | %          | 2,278,530          |       | 1.23 | % | 641,684 |   | 0.33 | % |
| Administrative Fees                    |       | —             |       | 0.00                                     | %          | —             |       | 0.00 | % | 344,493 |   | 0.18 | % |
| Administrator fees                     |       | 741,000            |       | 0.30                                     | %          | 681,190            |       | 0.37 | % | 279,460 |   | 0.14 | % |
| Professional fees                      |       | 751,701            |       | 0.31                                     | %          | 558,322            |       | 0.30 | % | 108,332 |   | 0.06 | % |
| Other                                  |       | 327,923            |       | 0.14                                     | %          | 271,936            |       | 0.15 | % | 86,153 |   | 0.04 | % |
| Total                                  |       | $                  | 15,728,711 |                                     | 6.45       | %                  | $          | 21,710,231 |   | 11.73 | % | $ | 16,509,292 |   | 8.52 | % |

 

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, NUSA, JPMFI and UBS.

 

The Partnership’saverage month-end Net Assets during 2009, 2008 and 2007 equaled $243,952,259,$185,041,398, and $193,436,908 respectively.

 

During 2009, 2008and 2007, the Partnership earned $906,015, $3,051,305 and $9,194,631,respectively, in interest income, or approximately 0.37%, 1.65% and 4.75%,respectively, of the Partnership’s average month-end Net Assets.

 

5

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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 0.0604 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 2009,  2008 and 2007, the round-turn equivalent rate (each purchase and sale or sale  and purchase of a single futures contract) charged to the Partnership was  approximately $10, $8 and $41, respectively. |   |
|                             |   |                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| NUSA                             |   | Clearing costs /  Brokerage commissions |   | NUSA is paid  actual commodity clearing fees at market rates. 

 

During 2009 and  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 for each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                             |   |                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| JPMFI                            |   | Clearing costs /  Brokerage commissions |   | JPMFI is paid  actual commodity clearing fees at market rates. 

 

During 2009, 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 $9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                             |   |                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| MLPF&S,  NUSA, JPMFI and UBS |   | Use of  Partnership assets              |   | MLPF&S,  NUSA, JPMFI and UBS may derive certain economic benefit from the deposit of  certain of the Partnership’s U.S. dollar assets in accounts maintained at  MLPF&S, NUSA, JPMFI and UBS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|                             |   |                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 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%  to the General Partner. 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 month-end traded assets allocated to that Series, after  reduction for the fees accrued with respect to such assets. Series I  does not pay distribution fees. The distribution fee is paid to the Sponsor,  who will then pay the distribution fee to third-party selling agents, if any.  Such selling agents in turn may use such funds to compensate financial  advisors and/or to cover the costs of supporting client accounts within the  third party organization.  If there are  no payments to third-party selling agents with respect to a particular  investor, the distribution fee will be retained by the General Partner or  paid to                                     |   |

 

6

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|             |   |                              |   | an affiliate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|------------------|--------|-----------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|             |   |                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| Trading Advisors |   | Profit Shares                     |   | All Trading  Advisors can receive quarterly or annual Profit Shares from the Partnership  or a Portfolio Fund ranging from 15% to 30% (depending on the Trading  Advisor) of any New Trading Profit achieved by their Partnership account.  Profit Shares are also paid upon redemption of Units and upon the net  reallocation of assets away from a Trading Advisor. New Trading Profit is  calculated separately in respect of each Trading Advisor, irrespective of the  overall performance of the Partnership. As a result, the Partnership may pay  substantial Profit Shares during periods when it is incurring significant  overall losses.                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|             |   |                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| Trading Advisors |   | Management/Consulting  fees       |   | Effective  September 1, 2007, each Series pays Management Fees, which are  based on a percentage-of-assets, to the Trading Advisors range from 0% to  2.5% (annualized) 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 and are paid to the Trading Advisors.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
|             |   |                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| Transfer Agent   |   | Administrator  fees               |   | Actual costs  incurred are paid by the Partnership. PNC Global Investment  Servicing, Inc. (“PNCGIS”), 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, 2009, $218,690,094 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |

 

7

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***Regulation***

 

The Partnership,BRIM, the Trading Advisors, MLPF&S, NUSA, JPMFI, and UBS are each subjectto regulation by, and registered with, the CFTC and the National FuturesAssociation (“NFA”).  Other than inrespect of its periodic reporting requirements under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) the Partnership itself isgenerally not subject to regulation by the SEC. However, BRIM itself is registered as an “investment adviser” under theInvestment Advisers Act of 1940, as amended. In the event BRIM’s registrationwith the CFTC or NFA were terminated, or suspended, BRIM would be unable tocontinue to manage the business of the Partnership, and termination of thePartnership could result.  The CFTC andcertain commodity exchanges have also established limits on the maximum netlong or net short position which any person may hold or control in particularcommodities.  Most exchanges also limitthe changes in futures contract prices that may occur during a single tradingday.  These limits may restrict theability of the Partnership to establish or liquidate positions.  Currency forward contracts generally are notsubject to regulation by any United States Government agency.

 

(i) through(xii) — not applicable.

 

(xiii) ThePartnership has no employees.

 

(e)                                  Financial Information about GeographicAreas

 

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” feature assuring the return of subscribers’ initialinvestment as of a specified future date. To the extent that the Partnership allocates assets to Portfolio Funds(rather than on account of the Partnership), the risks described below willapply equally to any such Portfolio 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 (or more) Trading Advisors and may retain more in thefuture. Consequently, even if past performance were indicative of futureresults, the performance of the Partnership prior to 2004 is not necessarilyrepresentative of the more broadly diversified strategy that the Partnershipcurrently employs. Additionally, the General Partner has undertaken steps tochange the expense structure of the Partnership, effective September 2007,and the General Partner believes that the revised expense structure shouldgenerally result in a lower cost of investment.

 

8

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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 andforwards are inherently leveraged instruments. A futures or forward position may be opened by an initial deposit ofonly a fraction of the “notional” value of the position with a clearing broker(in the case of a futures contract) or a dealer (in the case of aforward).  When only a small fraction ofthe value of the position is deposited to open the position, a similarly smallchange in the market value of the position can diminish or completely offsetthat deposit, requiring the deposit of additional capital with the clearingbroker or dealer, and causing losses that are a multiple of the change in themarket value of the position.  Forinstance, if a futures position requiring the purchase and sale of $100,000worth of a commodity has a 10% initial “risk margin” deposit requirement, afutures position is opened by depositing the minimum required $10,000 initialmargin deposit, and the value of the position declines 10% (or $10,000), theclearing broker carrying the position will pay the $10,000 deposited to theclearinghouse as a mark-to-market payment, and the account will be required toclose the position or deposit an additional $9,000 to bring the initial margindeposit back to 10% of the value of the now $90,000 position.  In that scenario, the 10% market move causedlosses of 100% of the $10,000 deposited to open the position.  The risks of leveraged trading may beexacerbated due to the nature of the instruments underlying futures andforwards.  The values of such instrumentstend to be volatile and materially affected by unpredictable factors such asweather and governmental intervention. The combination of volatility in the value of the underlying commoditiesand the leverage inherent in futures and forwards creates a high degree ofrisk.

 

**Substantial Charges**

 

The Partnership issubject to substantial charges, including a Distribution Fee of 3% and aSponsor’s Fee 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 independentstrategies.  During periods of marketstress, when the potential diversification benefits of an investment in thePartnership may be the most important in terms of protecting an overallportfolio against major losses, a number of Trading Advisors may incur lossesat or about the same time.  Consequently,the multi-Trading Advisor structure of the Partnership does not assure that itsperformance will not be adversely affected by current and future market oreconomic conditions.

 

**MarketDisruptions; Governmental Intervention**

 

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 have currently undergone 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 adverse impact onboth the future competitiveness of these markets as well as the profitpotential of the Partnership.

 

9

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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 andManagement 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 orself-dealing by Trading Advisors, there are the more common problems of badjudgment or strategies 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 

 

10

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of trend-following systems may be diminished by the changing characterof the markets, which may make historical price data (on which technicalprograms are based) only marginally 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.

 

**Dependence on Trends**

 

The best trading methodor strategy, whether based on technical and/or fundamental analysis, will notbe profitable if there are no price moves or trends of the kind that thestrategy 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 a tendency for therates of return achieved by managed futures advisors to decline as assets undermanagement increase.  Many of the TradingAdvisors are at or near their all-time high in assets under management, and donot typically impose a hard limit on assets under management.  However, certain managers may place softcapacity limits on the amount of assets in certain of their trading programs,and others may determine not to accept investments from new investors.

 

**Reliance on the General 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 is removed,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’Continued Services; 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 onacceptable terms.  Trading Advisorsgenerally have limited capacity and therefore, the General Partner attempts toequitably allocate such capacity among the different products advised by theGeneral Partner.  In certaincircumstances, however, the Partnership may be unable to employ a specificTrading Advisor, even if such Trading Advisor may be beneficial to thePartnership, due to such capacity constraints. The identification of attractive investment opportunities is difficultand involves a high degree of uncertainty. It is possible that competition for appropriate investment opportunitiesmay increase, thus reducing the number of opportunities available and adverselyaffecting the Partnership’s ability to make certain investments or the termsupon which investments can be made.  Inaddition, it is possible that the Partnership may have exposure to the sameinvestment through more than one Trading Advisors.  Furthermore, the applicable Trading Advisors 

 

11

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could take opposing positions with respect to such investments and thusthe Partnership’s exposure to such underlying investment could move againsteach 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 may persistand/or whether there may not be certain structural economic changes in thenear-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.

 

12

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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 may rely on informationprovided by Trading Advisors, their agents and/or outside parties.  Such persons may provide inaccurate,incomplete, out-of-date or otherwise unreliable information.

 

Furthermore, the Trading Advisors of Portfolio 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 redemption payments.  Accordingly, a Limited Partner seeking toredeem Units may be subject to the risks of a Portfolio Fund until such timethat the Partnership has actually received its redemption proceeds from thePortfolio Fund.  Moreover, in the event aPortfolio Fund suspends redemptions or fails to pay redemption proceeds, it maynot be possible for the Partnership to pay redeeming Limited Partners theirentire 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 thewithdrawing investor in full, or in circumstances in which it is not feasibleto determine the exact value of the withdrawing investor’s investment as of thedate of withdrawal.  During the recentfinancial market crisis, an unprecedented number of portfolio funds suspendedwithdrawals due to what the Trading Advisors believed to be an inability toexecute 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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The Partnership has not made any investments in PortfolioFunds to date so it has not had to raise funds from Portfolio Funds. Instead,the Partnership pays its redemptions with the cash held in its variousoperating accounts. Due to the nature of its futures trading, the Partnershiphas significant amounts of cash available to it. When it needs to fundredemptions, the General Partner will adjust the net assets allocated to thePartnership’s various Trading Advisors as appropriate based upon its assetallocation process. The individual Trading Advisors decide which tradingpositions to liquidate in the accounts they manage, when necessary. ThePartnership has been able to satisfy all of its redemption requests in a timelymanner.

 

**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”*) and other derivatives.To the extent that a Trading Advisor uses leverage, the value of thePartnership’s net assets (or the relevant Portfolio Fund) will tend to increaseor decrease at a greater rate than if no leverage were employed.  Accordingly, any event which adverselyaffects the value of an investment by a Trading Advisor would be magnified tothe extent that such investment is leveraged. Leverage has a similar effect on investments themselves, to the extentthe issuer is leveraged, and can also affect the issuer’s cash flow andoperating 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 can be no assurance that the tradingstrategies employed by a Trading Advisor will be successful.  For example, the proprietary models used by aTrading Advisor may not function as anticipated during unusual marketconditions.  Furthermore, while eachTrading Advisor may have a performance record reflecting its prior experience,this performance cannot be used to predict future profitability.

 

**Independent Strategies**

 

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

 

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**Information RegardingTrading Advisors**

 

The General Partner hasno means of independently verifying much of the information supplied to it byTrading Advisors.

 

**Conflictsof 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.

 

**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.

 

Restrictive proposals aimed at financial speculatorsin commodities have from time to time been made in the U.S. House ofRepresentatives and the Senate. The aims of such proposals are generally statedto be to curb

 

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excessive speculation andincrease transparency and accountability in the commodities markets. Forexample, previous proposals would prohibit private and public pension fundswith more than $500 million in assets from investing in agricultural and energycommodities traded on a U.S. futures exchange, foreign exchange or OTC, woulddirect the CFTC to establish total limits on the share of the commodity marketheld by financial investors and/or would direct the CFTC to imposespeculative-position limits on any stakes not related to real hedgingactivities. The various bills and proposals could result in establishment ofspeculative position limits for trading that does not involve physical deliveryof a commodity, regulation of speculation via unregulated foreign exchanges,and enhanced recordkeeping and information collection requirements. Ifproposals such as these were to be enacted into law as previously proposed, itcould negatively impact the ability of investors to invest in the Partnershipand, consequently, for the General Partner to manage the Partnership or for theTrading Advisors to manage the Partnership’s assets.

 

The CFTC and the U.S. commodities exchanges haveestablished limits referred to as “speculative position limits” on the maximumnet long or short speculative futures positions that any person may hold orcontrol in derivatives traded on U.S. commodities exchanges. All accounts ownedor managed by each of the Trading Advisors, their principals and theiraffiliates will be combined for position limit purposes. Because futuresposition limits allow a Trading Advisor and its principals to control only alimited number of contracts in any one commodity, each of the Trading Advisorsand its principals are potentially subject to a conflict among the interests ofall accounts such Trading Advisor and its principals control, which arecompeting for that limited number of contracts. Although a Trading Advisor maybe able to achieve the same performance results with over-the-countersubstitutes for futures contracts, the over-the-counter market may be subjectto differing prices, lesser liquidity and greater counterparty credit risksthan regulated commodities exchanges.  ATrading Advisor may in the future reduce the size of positions that would otherwisebe taken for the Partnership or not trade in certain markets on behalf of thePartnership in order to avoid exceeding such limits. Modification of tradesthat would otherwise be made on behalf of the Partnership could adverselyaffect the Partnership’s operations and profitability. A violation ofspeculative position limits by a Trading Advisor could lead to regulatoryaction materially adverse to the Partnership’s prospects for profitability inthe account managed by that Trading Advisor.

 

**Redemptions Restricted**

 

The Units may only be redeemed as of a calendarmonth-end, upon at least 15 calendar days’ prior notice or such lesser periodas shall be acceptable to the General Partner in its sole discretion in advanceof the requested effective date of redemption. Investors’ limited ability toredeem Units could result in there being a substantial difference between aUnit’s redemption value and its Net Asset Value as of the date by whichirrevocable 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.

 

**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.

 

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**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 the insolvencyof the Clearing Brokers, exchanges or clearinghouses.  Partnership assets could be lost or impoundedduring lengthy bankruptcy proceedings. The Partnership is also subject to therisk of the insolvency of any over-the-counter trade counterparty.  Were a substantial portion of the Partnership’scapital to become subject to a bankruptcy proceeding, the General Partner mightsuspend or limit trading, perhaps causing the Partnership to miss significantprofit opportunities.  Under CFTCRegulation 1.20, a 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. A Clearing Broker may not obligate fundsin the customer segregated funds account except to purchase, margin, guarantee,secure, transfer, adjust, or settle trades, contracts, or commodity optiontransactions of commodity or option customers, and a Clearing Broker may nothold, dispose of, or use any customer funds as belonging to any person otherthan its commodity or option customers. Even so, if positions in the customer segregated funds account sufferlosses in excess of the cash deposited to margin those positions, and thecustomer for whose account those positions are carried does not meet a ClearingBroker’s calls for additional margin, a Clearing Broker could be forced intobankruptcy if it 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 such Clearing Broker, thePartnership’s assets deposited with such 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.

 

**Limited Regulatory Oversight**

 

The Partnership does not come within the statutorydefinition of an “investment company” and is not registered as an investmentcompany, under the Investment Company Act of 1940, as amended (the “1940 Act”),or any comparable regulatory requirements, and does not intend to do so.  Accordingly, the provisions of suchregulations, which among other things generally require investment companies tohave a majority of disinterested directors, require securities held in custodyat all times to be maintained in segregated accounts, impose certainoperational trading limitations and regulate the relationship between theinvestment company and its asset manager, are not applicable to an investmentin the Partnership. The General Partner is registered as an investment adviserunder the Advisers Act and is consequently subject to the record-keeping,disclosure and other fiduciary obligations specified in the Advisers Act.  Upon request from a prospective investor, thePartnership will provide a copy of Part II of the General Partner’s Form ADVor brochure in lieu thereof.

 

**Absenceof Regulation Concerning Trading Advisors and Portfolio Funds**

 

Portfolio Funds will notbe registered as investment companies under the 1940 Act.  In addition, certain Trading Advisors will notbe 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 operatingwithin the United States.  As a result,Trading Advisors may be subject to a wide range of laws and regulatoryoversight, and the protections available to the Partnership willcorrespondingly vary.  Similarly, certaininvestments in funds and accounts formed and operated outside the United Statesmay not be 

 

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subject to comprehensive government regulation.  The Trading Advisors may not be covered byinsurance or by fidelity bonding. Moreover, the Partnership generally will have no control over theselection of the custodians of the assets of any Portfolio Funds in which thePartnership invests, which also may be subject to a lesser degree of governmentsupervision or regulation than commercial banks, trust companies or securitiesdealers conducting business within the United States.

 

**Currency Forward Trading**

 

The TradingAdvisors may trade forward contracts on currencies on behalf of thePartnership.  Forward contracts are nottraded on exchanges; rather, banks and dealers act as principals in thesemarkets.  Consequently, in respect to itsforward trading, the Partnership is subject to the risk of the inability orrefusal to perform with respect to such contracts on the part of the principalsor agents with 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.

 

**OptionTransactions**

 

The Trading Advisors may engage in option transactions.  The purchase or sale of an option involvesthe payment or receipt of a premium payment by the investor and thecorresponding right or obligation, as the case may be, to either purchase orsell the underlying instrument for a specific price at a certain time or duringa certain period.  Purchasing optionsinvolves the risk that the underlying instrument does not change price in themanner expected, so that the option expires worthless and the investor losesits premium.  Selling options, on theother hand, involves potentially greater risk because the investor is exposedto the extent of the actual price movement in the underlying security in excessof the premium payment received. Over-the-counter options also involve counterparty solvency risk.

 

**Currency Options Trading**

 

The TradingAdvisors may trade options on currencies or on currency futures or forwardcontracts.  Although successful optionstrading requires many of the same skills as successful futures trading, therisks involved are somewhat different. For example, the assessment of near-term market volatility — which isdirectly reflected in the price of outstanding options — can be of much greatersignificance in trading options than it is in many long-term futuresstrategies.  Trading in options mayresult in substantial losses if market volatility is incorrectly predicted.

 

**Swaps andOther Derivatives**

 

The Trading Advisors may enter into swap and similarderivative transactions which seek to modify or replace the investmentperformance of particular interest rates, currencies, securities, investmentfund interests, 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 thecounterparties with which the Trading Advisors trade.  See “*Risk Factor — CounterpartyRisk*” below.  The swap marketis generally not regulated by any United States or foreign governmentalauthority.  Speculative position limitsare not applicable to swap transactions, although the counterparties with whichthe Trading Advisors deal may limit the size or duration of positions availableto the 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.

 

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**Currency Markets May BeIlliquid or Disrupted**

 

Although generallyhighly liquid, the markets in which the Trading Advisors trade can experienceperiods of 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 the Partnership.

 

**PortfolioTurnover**

 

The TradingAdvisors may invest and trade their portfolio investments on the basis ofcertain short-term market considerations. The turnover rate within these Trading Advisors is expected to besignificant, potentially involving substantial brokerage commissions andfees.  The General Partner will have nocontrol over this turnover.

 

**LegalRisk**

 

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 governmentalauthorities.  Particularly in developingmarkets, laws governing transactions in commodities, derivatives securities andsecurities indices and other contractual relationships are new and largelyuntested.  As a result, these investmentsmay entail unusual risks, including inadequate investor protection,contradictory legislation, incomplete, unclear and changing laws, ignorance orbreaches of regulations on the part of other market participants, lack ofestablished or effective avenues for legal redress, lack of standard practicesand confidentiality customs and lack of enforcement of legal regulations. Itmay be difficult to obtain or enforce judgments in these countries.

 

**CreditRisk Associated with Exchange — Traded Futures Contracts and Options on FuturesContracts**

 

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.

 

**CounterpartyRisk**

 

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 transactioncosts than 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 in which Trading Advisorsinvest and trade are over-the-counter or “interdealer” markets.  The participants in these markets typicallyare not subject to the type of strict credit evaluation and regulatoryoversight applicable to members of “exchange-based” markets, and transactionsin these markets typically are not settled through exchanges or clearinghousesthat 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 

 

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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 allof its 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, which mayresult 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”is accentuated in the case of contracts having longer maturities as well as inthe case of a Trading Advisor that concentrates its transactions with a singlecounterparty or a limited number of counterparties.

 

The GeneralPartner has no control over the counterparties with which the Trading Advisorsenter into transactions.  In addition,Trading Advisors 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 existwhen capital is maintained at unregulated entities (including the risk thatsuch unregulated entities could become insolvent).  In addition, most dealing agreements permitcounterparties to transfer customer funds from regulated to unregulatedaccounts in the counterparties’ discretion. The General Partner has no ability to assess the extent to which theTrading Advisors maintain their assets in unregulated accounts that do notenjoy any protection in the event of the bankruptcy of the counterpartiesholding such assets.

 

**Regulatory Changes Could Restrictthe Partnership’s Operations**

 

Legal, tax, and regulatory changes, as well as judicialdecisions, 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,developing or differing interpretations of such laws and regulations, andincreased scrutiny by regulators and law enforcement authorities.  These risks and their potential consequencesare often difficult or impossible to predict, avoid or mitigate inadvance.  The effect on the Partnershipand the Trading Advisors of any such legal or regulatory risk could besubstantial 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.

 

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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.

 

**BroadIndemnification**

 

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.

 

*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 AreTaxed Every Year on Their Share of the Partnership’s Profits — Not Only WhenThey Redeem as Would Be the Case if They Held Stocks or Bonds**

 

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

 

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

 

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

 

**A Portion of the Partnership’sTrading Gains Are Taxed at Higher Capital Gains Rate**

 

Investors are taxed on their share of any tradingprofits of the Partnership at both short- and long-term capital gain ratesdepending on the mix of U.S. exchange-traded contracts and non-U.S. contractstraded.  These tax rates are not impactedby how long an investor holds Units. Consequently, the tax rate on the Partnership’s trading gains may behigher than those applicable to other investments held by an investor for acomparable period.

 

**Tax Could Be Due From Investorson Their Share of the Partnership’s Interest Income Despite Overall Losses**

 

Investors may be required to pay tax on theirallocable share of the Partnership’s interest income, even if the Partnershipincurs overall losses.  Trading lossescan only be used to offset trading gains and $3,000 of ordinary income(including interest income) each year. Consequently, if an investor were allocated $5,000 of interest incomeand $10,000 of net trading losses, the investor would owe tax on $2,000 ofinterest income even though the investor would have a $5,000 loss for theyear.  The $7,000 capital loss wouldcarry forward, but subject to the same limitation on its deductibility againstinterest income.

 

**Investment Advisory Fees**

 

Limited Partners could be required to treat theTrading Advisors’ Profit Share compensation, as well as certain other expensesof the Partnership, as “investment advisory fees,” which are subject tosubstantial restrictions on deductibility for individual taxpayers.  The General Partner has not, to date, beenclassifying the Trading Advisors’ 

 

21

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performance-based compensation or any such expenses as “investmentadvisory fees,” a position to which the Internal Revenue Service (the “IRS”)might object.

 

**Tax Audit**

 

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

 

Prospectiveinvestors are strongly urged to consult their independent tax advisers andcounsel with respect to the possible tax consequences of an investment in thePartnership, particularly since such tax consequences may differ amonginvestors.

 

**Credit Risk**

 

Heightened stressin the financial system stemming from ongoing issues in residential real estateand structured 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 fixedincome and commodities markets. Past market performance is not necessarilyindicative of future market performance.

 

**InformationTechnology 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 riskcontrols.  Any such informationtechnology related difficulty 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 ofTransferability of Partnership 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.

 

**LegalRisk, Litigation and Regulatory 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 

 

22

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requests.  The effect on thePartnership, the General Partner or any affiliate of any such legal risk,litigation or regulatory action could be substantial and adverse.

 

**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 The PNC Financial Services Group, Inc. (“PNC”) and Bank ofAmerica Corporation (“BAC”), each of which is subject to regulation as a“financial holding company” (an “FHC”) by the Board of Governors of the FederalReserve System (the “Federal Reserve”). Because the General Partner may be deemed to exercise corporate controlover the Partnership for purposes of the BHC Act, each of the Partnership, theGeneral Partner and BlackRock intends to comply with the investment andactivities restrictions that would generally be applicable to PNC and BAC asFHCs.  Under the BHC Act, an FHC and itsaffiliates may engage in, and may acquire interests in, or control of,companies engaged in, among other things, a wide range of activities that are“financial in nature,” including certain banking, securities, investmentmanagement, merchant banking, and insurance activities.  Other activities may be limited or prohibitedunder the BHC Act.  Any failure by BAC orPNC to qualify as an FHC under the BHC Act could result in restrictions on theactivities or investments of the Partnership.

 

The General Partner, BlackRock and the Partnershipintend to rely on 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 of PartnershipCapital to Trading Advisors**

 

Trading Advisors could bethe subject of lawsuits or legal proceedings, and the expenses or liabilitieswhich arise from any such suits or proceedings, will be borne by the TradingAdvisor, and indirectly by the Partnership as a client of the TradingAdvisor.  In addition, although BAAattempts to monitor the performance of all of its Trading Advisors, the GeneralPartner must ultimately rely on (i) the Trading Advisor to operate inaccordance with its investment guidelines, and (ii) the accuracy of theinformation provided 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.

 

**MultipleLevels of Expense**

 

The General Partner receives a sponsor fee and theTrading Advisors receive investment Management Fees.  In addition to these fees, the Partnership issubject to other substantial charges, including a Distribution Fee and aRedemption Charge and other expenses. Furthermore, in addition to a fixed Management Fee, Trading Advisorstypically will receive performance-based allocations.  The existence of a performance fee may createan incentive for the Trading Advisor to make riskier and more speculativeinvestments 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.

 

23

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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.

 

**ManagedAccount 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 willseek to mitigate such risks investing, whenever possible via a structure thatlimits the Partnership’s maximum liability to the amount invested in any suchmanaged account.

 

**Ownershipof Underlying Investments**

 

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 thePortfolio Fund.  In the event that aPortfolio Fund does not own or there is a defect in the ownership of theunderlying investments, this could have an adverse impact on the ability of thePartnership to achieve its investment objective.

 

**General Trading Risk DisclosureStatement**

 

Prospectiveinvestors should carefully consider whether their financial condition permitsthem to participate in the Partnership. In so doing, prospective investors should be aware that futures andoptions trading can quickly lead to large losses as well as gains.  Such trading losses can sharply reduce theNet Asset Value of the Partnership and consequently the value of an investor’sUnits.  In addition, certain restrictionson redemption may affect an investor’s ability to withdraw from participationin the 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.

 

**Item1B:  Unresolved Staff Comments**

 

Because thePartnership is not an accelerated filer, a large accelerated filer or awell-known seasoned issuer, as defined by Rules 240.10b-2 and 230.405, theinformation required by Item 1B is not applicable.

 

**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 subsidiariesand affiliates 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:****                   ****Reserved**

 

24

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**PART II**

 

**Item 5:****                   ****Market for Registrant’sCommon Equity and Related Stockholder Matters**

 

(a)                          MarketInformation:

 

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 31,2009, there were 2,508, 785, 1,395 and 22 holders of Series A, F, G and IUnits, respectively, including BRIM and its affiliates.

 

(c)                           Dividends:

 

The Partnershiphas made no distributions since trading commenced, nor does BRIM presentlyintend to make any distributions in the future.

 

(d)                          SecuritiesAuthorized for Issuance Under Equity Compensation Plans:

 

Not applicable.

 

25

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

 

Unregistered securitiesare issued to accredited investors pursuant to Regulation D and Section 4(2) underthe Securities Act. The selling agent of the following Series of Units wasFAM Distributors, a wholly owned subsidiary of Merrill Lynch and an affiliateof BRIM.

 

SERIESA

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV**    | ** ** |
| 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     |   |
| Jan-09     |       |             | 5,118,998  |       | 4,359,562  |       | 1.1742     |   |
| Feb-09     |       |             | 2,670,999  |       | 2,262,408  |       | 1.1806     |   |
| Mar-09     |       |             | 4,150,999  |       | 3,528,561  |       | 1.1764     |   |
| Apr-09     |       |             | 6,838,937  |       | 6,036,664  |       | 1.1329     |   |
| May-09     |       |             | 6,646,005  |       | 6,040,724  |       | 1.1002     |   |
| Jun-09     |       |             | 9,055,908  |       | 8,115,340  |       | 1.1159     |   |
| Jul-09     |       |             | 11,945,891 |       | 10,947,482 |       | 1.0912     |   |
| Aug-09     |       |             | 7,475,907  |       | 6,852,972  |       | 1.0909     |   |
| Sep-09     |       |             | 7,084,959  |       | 6,483,307  |       | 1.0928     |   |
| Oct-09     |       |             | 6,952,946  |       | 6,276,355  |       | 1.1078     |   |
| Nov-09     |       |             | 11,669,891 |       | 10,709,269 |       | 1.0897     |   |
| Dec-09     |       |             | 24,772,912 |       | 22,285,816 |       | 1.1116     |   |
|            |            |                  |            |            |            |            |            |  |  |  |

 

SERIES I

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV**    | ** ** |
| 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     |   |
| Jan-09     |       |             | —     |       | —     |       | 1.2972     |   |
| Feb-09     |       |             | —     |       | —     |       | 1.3073     |   |
| Mar-09     |       |             | —     |       | —     |       | 1.3062     |   |
| Apr-09     |       |             | 124,998    |       | 99,087     |       | 1.2615     |   |
| May-09     |       |             | 20,000     |       | 16,288     |       | 1.2279     |   |
| Jun-09     |       |             | —     |       | —     |       | 1.2477     |   |
| Jul-09     |       |             | 19,999     |       | 16,351     |       | 1.2231     |   |
| Aug-09     |       |             | —     |       | —     |       | 1.2258     |   |
| Sep-09     |       |             | 269,999    |       | 219,404    |       | 1.2306     |   |
| Oct-09     |       |             | 9,975      |       | 7,978      |       | 1.2503     |   |
| Nov-09     |       |             | 104,997    |       | 85,183     |       | 1.2326     |   |
| Dec-09     |       |             | 14,999     |       | 11,897     |       | 1.2608     |   |
|            |            |                  |            |            |            |            |            |  |  |  |

 

26

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

 

Limited Partners mayredeem their Units at the end of each calendar month at the then currentmonth-end Net Asset Value per Unit.  Theredemption of Units has no impact on the value of Units that remainoutstanding, and Units are not reissued once redeemed.

 

The followingtable summarizes the redemptions by Limited Partners during the fourth calendarquarter of 2009:

 
| **Series F**       | ** ** | ** **         | ** ** | **Redemption Date** | ** ** |
|-------------------------|------------|--------------------|------------|---------------------|------------|
| **Month**               | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit**    | ** ** |
| October 31,  2009  |       | 607                |       | $                   | 262.19     |   |
| November 30,  2009 |       | 873                |       | 267.47              |       |
| December 31,  2009 |       | 1,080              |       | 259.29              |       |
|                    |       |               |       |                |       |
| Total                   |       | 2,560              |       |                |       |
|                         |            |                    |            |                     |            |  |

 
| **Series A**       | ** ** | ** **         | ** ** | **Redemption Date** | ** ** |
|-------------------------|------------|--------------------|------------|---------------------|------------|
| **Month**               | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit**    | ** ** |
| October 31,  2009  |       | 993,629            |       | $                   | 1.0897     |   |
| November 30,  2009 |       | 718,147            |       | 1.1116              |       |
| December 31,  2009 |       | 4,517,881          |       | 1.0775              |       |
|                    |       |               |       |                |       |
| Total                   |       | 6,229,657          |       |                |       |
|                         |            |                    |            |                     |            |  |

 
| **Series G**       | ** ** | ** **         | ** ** | **Redemption Date** | ** ** |
|-------------------------|------------|--------------------|------------|---------------------|------------|
| **Month**               | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit**    | ** ** |
| October 31,  2009  |       | 219,187            |       | $                   | 1.1355     |   |
| November 30,  2009 |       | 196,522            |       | 1.1584              |       |
| December 31,  2009 |       | 168,227            |       | 1.1230              |       |
|                    |       |               |       |                |       |
| Total                   |       | 583,936            |       |                |       |
|                         |            |                    |            |                     |            |  |

 
| **Series I**       | ** ** | ** **         | ** ** | **Redemption Date** | ** ** |
|-------------------------|------------|--------------------|------------|---------------------|------------|
| **Month**               | ** ** | **Units Redeemed** | ** ** | **NAV Per Unit**    | ** ** |
| October 31,  2009  |       | n/a                |       | n/a                 |       |
| November 30,  2009 |       | n/a                |       | n/a                 |       |
| December 31,  2009 |       | n/a                |       | n/a                 |       |
|                    |       |               |       |                |       |
| Total                   |       | 0                  |       |                |       |

 

27

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**Item 6:****                   ****Selected Financial Data**

 

The followingselected financial data has been derived from the audited financial statementsof the Partnership:

 
| **Income  Statement Data**             | ** ** | **For  the Year  Ended  December 31,  2009** | ** **  | **For  the Year  Ended  December 31,  2008** | ** ** | **For  the Year  Ended  December 31,  2007** | ** ** | **For  the Year  Ended  December 31,  2006** | ** ** | **For  the Year  Ended  December 31,  2005** | ** ** |
|----------------------------------------|------------|---------------------------------------------------|-------------|---------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|---------------------------------------------------|------------|
|                                   |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Revenues:                              |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
|                                   |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Trading Profit (Loss)                  |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Realized                               |       | $                                                 | (1,275,527  | )                                                 | $          | 55,994,522                                        |       | $                                                 | 16,070,669 |                                              | $          | 16,620,657 |   | $ | 680,616 |   |
| Change in Unrealized                   |       | (3,198,051                                        | )           | 568,553                                           |       | (4,406,932                                        | )          | 2,030,261                                         |       | 1,837,104                                         |       |
| Brokerage Commissions/Clearing costs   |       | (1,613,820                                        | )           | (1,508,796                                        | )          | (621,832                                          | )          | —                                            |       | —                                            |       |
| Total Trading Profit (Loss)            |       | (6,087,398                                        | )           | 55,054,279                                        |       | 11,041,905                                        |       | 18,650,918                                        |       | 2,517,720                                         |       |
|                                   |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Investment Income:                     |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
|                                   |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Interest                               |       | 906,015                                           |        | 3,051,305                                         |       | 9,194,631                                         |       | 12,178,428                                        |       | 8,910,897                                         |       |
|                                   |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Expenses:                              |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Brokerage Commissions                  |       | —                                            |        | —                                            |       | 9,623,405                                         |       | 17,712,085                                        |       | 17,973,653                                        |       |
| Profit Shares                          |       | 1,144,351                                         |        | 9,844,931                                         |       | 2,761,529                                         |       | 2,783,961                                         |       | 1,266,141                                         |       |
| Distribution fees                      |       | 6,767,790                                         |        | 5,554,788                                         |       | 1,766,803                                         |       | —                                            |       | —                                            |       |
| Trading Advisors’ management fees |       | 3,162,393                                         |        | 2,520,534                                         |       | 897,433                                           |       | —                                            |       | —                                            |       |
| Sponsor fees                           |       | 2,833,553                                         |        | 2,278,530                                         |       | 739,849                                           |       | —                                            |       | —                                            |       |
| Administrative fees                    |       | —                                            |        | —                                            |       | 344,493                                           |       | 615,580                                           |       | 622,238                                           |       |
| Administrator fees                     |       | 741,000                                           |        | 681,190                                           |       | 279,460                                           |       | —                                            |       | —                                            |       |
| Professional fees                      |       | 751,701                                           |        | 558,322                                           |       | 108,332                                           |       | —                                            |       | —                                            |       |
| Other                                  |       | 327,923                                           |        | 271,936                                           |       | 86,153                                            |       | —                                            |       | —                                            |       |
| Total expenses before waiver           |       | 15,728,711                                        |        | 21,710,231                                        |       | 16,607,457                                        |       | 21,111,626                                        |       | 19,862,032                                        |       |
| Sponsor fee waiver                     |       | —                                            |        | —                                            |       | (98,165                                           | )          | —                                            |       | —                                            |       |
| Total Expenses                         |       | 15,728,711                                        |        | 21,710,231                                        |       | 16,509,292                                        |       | 21,111,626                                        |       | 19,862,032                                        |       |
| Net Investment Loss                    |       | (14,822,696                                       | )           | (18,658,926                                       | )          | (7,314,661                                        | )          | (8,933,198                                        | )          | (10,951,135                                       | )          |
|                                   |       |                                              |        |                                              |       |                                              |       |                                              |       |                                              |       |
| Net Income (Loss)                      |       | $                                                 | (20,910,094 | )                                                 | $          | 36,395,353                                        |       | $                                                 | 3,727,244  |                                              | $          | 9,717,720 |   | $ | (8,433,415 | ) |

 
| **Balance  Sheet Data**                | ** ** | **December 31,  2009** | ** **  | **December 31,  2008** | ** ** | **December 31,  2007** | ** ** | **December 31,  2006** | ** **  | **December 31,  2005** | ** ** |
|----------------------------------------|------------|-----------------------------|-------------|-----------------------------|------------|-----------------------------|------------|-----------------------------|-------------|-----------------------------|------------|
|                                   |       |                        |        |                        |       |                        |       |                        |        |                        |       |
| Partnership Net Asset Value            |       | $                           | 275,762,918 |                        | $          | 228,085,926                 |       | $                           | 163,727,870 |                        | $          | 227,349,345 |   | $ | 268,585,867 |   |
| Net Asset Value per Series F Unit |       | $                           | 259.29      |                        | $          | 282.49                      |       | $                           | 236.19      |                        | $          | 230.98 |   | $ | 221.81 |   |
| Net Asset Value per Series A Unit |       | $                           | 1.0775      |                        | $          | 1.1742                      |       | $                           | 0.9835      |                        | $          | 0.9625 |   | $ | 0.9264 |   |
| Net Asset Value per Series G Unit |       | $                           | 1.1230      |                        | $          | 1.2234                      |       | $                           | 1.0224      |                        | n/a        |   | n/a |   |
| Net Asset Value per Series I Unit |       | $                           | 1.2255      |                        | $          | 1.2972                      |       | $                           | 1.0520      |                        | $          | 1.0010 |   | $ | 0.9385 |   |

 

MONTH-ENDNET ASSET VALUE PER SERIES F (ORIGINAL UNIT)

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **June** | ** ** | **July** | ** ** | **Aug.** | ** ** | **Sept.** | ** ** | **Oct.** | ** ** | **Nov.** | ** ** | **Dec.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|-----------|------------|----------|------------|----------|------------|----------|------------|
| 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 |   |
| 2009       |       | $        | 284.04     |     | $          | 283.02   |       | $        | 272.56     |    | $          | 264.70   |       | $        | 268.52     |     | $          | 262.57    |       | $        | 262.49     |     | $          | 262.94   |       | $ | 266.56 |   | $ | 262.19 |   | $ | 267.47 |   | $ | 259.29 |   |

 

28

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**BLACKROCKGLOBAL HORIZONS I L.P.**

**December 31,2009**

 

*Type ofPool:*Multi-Advisor/Publicly-Offered/Non-“Principal Protected”(1)

*Inceptionof Trading:* January 4,1994

*AggregateSubscriptions:*   $750,256,470

 

*CurrentCapitalization: * $275,762,918

*WorstMonthly Drawdown(2): *(7.13)% (11/01)

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

 

----

 

*Net Asset Value per Series F(original unit), December 31, 2009:*   $259.29

 

**MonthlyRates of Return****(4)**

 
| **Month**                       | ** ** | **2009** | ** ** | **2008** | ** ** | **2007** | ** ** | **2006** | ** ** | **2005** | ** ** |
|---------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| January                         |       | 0.55     | %          | 2.92     | %          | 1.59     | %          | 2.12     | %          | (3.39    | )%         |
| February                        |       | (0.36    | )          | 5.68     |       | (2.85    | )          | (0.70    | )          | 1.10     |       |
| March                           |       | (3.70    | )          | (0.20    | )          | (3.36    | )          | 1.84     |       | 0.28     |       |
| April                           |       | (2.88    | )          | (2.74    | )          | 3.22     |       | 3.29     |       | (2.87    | )          |
| May                             |       | 1.44     |       | 0.53     |       | 3.46     |       | (0.43    | )          | 0.18     |       |
| June                            |       | (2.22    | )          | 2.78     |       | 1.84     |       | (0.50    | )          | 1.23     |       |
| July                            |       | (0.03    | )          | (3.41    | )          | (2.33    | )          | (1.99    | )          | (1.65    | )          |
| August                          |       | 0.17     |       | (2.26    | )          | (6.75    | )          | (2.24    | )          | 1.43     |       |
| September                       |       | 1.38     |       | 3.67     |       | 3.60     |       | (0.45    | )          | (0.20    | )          |
| October                         |       | (1.64    | )          | 8.49     |       | 3.44     |       | 2.19     |       | (1.12    | )          |
| November                        |       | 2.01     |       | 2.48     |       | (0.80    | )          | 0.22     |       | 1.96     |       |
| December                        |       | (3.06    | )          | 0.78     |       | 1.81     |       | 0.87     |       | (0.45    | )          |
| Compound  Annual Rate of Return |       | (8.21    | )%         | 19.60    | %          | 2.26     | %          | 4.13     | %          | (3.60    | )%         |

 

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(1) Pursuantto applicable CFTC regulations, a “Multi-Advisor” Partnership is defined as onethat allocates no more than 25% of its trading assets to any singlemanager.  Certain partnerships arestructured so as to guarantee to investors that their investment will be worthno less than a specified amount (typically, the initial purchase price) as of adate certain after the date of investment. The CFTC refers to such Partnerships as “principal protected”.  The Partnership has no such feature.

 

(2) WorstMonthly Drawdown represents the largest negative Monthly Rate of Returnexperienced since January 1, 2001 by Series F of the Partnership; aDrawdown is measured on the basis of month-end Net Asset Value only, and doesnot reflect intra-month figures.

 

(3) WorstPeak-to-Valley Drawdown represents the greatest percentage decline since January 1,2001 from a month-end cumulative Monthly Rate of Return without such cumulativeMonthly Rate of Return of Series F being equaled or exceeded as of asubsequent month-end. For example, if the Monthly Rate of Return was (1)% ineach of January and February, 1% in March and (2)% in April, thePeak-to-Valley Drawdown would still be continuing at the end of April inthe amount of approximately (3)%, whereas if the Monthly Rate of Return hadbeen approximately 3% in March, the Peak-to-Valley Drawdown would have ended asof the end of February at approximately the (2)% level.

 

(4) MonthlyRate of Return is the net performance of Series F of the Partnershipduring the month of determination (including interest income and after allexpenses have been accrued or paid) divided by the total equity of thePartnership as of the beginning of such month.

 

**PASTPERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS**

 

29

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**Item 7:****      ****Management’s Discussion and Analysis of FinancialCondition and Results of Operations**

 

***OperationalOverview; Trading Advisor Selections and Summary***

 

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

 

Heightened stressin the financial system stemming from ongoing issues in residential real estateand structured credit markets, as well as recession-related fears, has led tosignificant de-leveraging by financial institutions.  This in turn has led to dissipating liquidityand steep declines in valuations across a number of asset classes, particularlyin the credit markets.  The disruptionsin credit markets have prompted many investors to sell their current holdingsin search of safe havens, such as U.S. government bonds and preciousmetals.  Historically, theseflight-to-quality conditions have created strong trends in the global fixedincome and commodities markets.  Recentmarket conditions have proved no exception and BRIM believes that thePartnership’s Trading Advisors have been able to capitalize on some of thesetrends without significantly affecting the Partnership’s day-to-dayoperations.  However, past marketperformance is not necessarily indicative of future market performance.

 

BRIM’s decision toterminate or reallocate assets among Trading Advisors is based on a combinationof factors. Trading Advisors are, in general, terminated primarily forunsatisfactory performance, but other factors — for example, a change in BRIM’sor a Trading Advisor’s market outlook, apparent deviation from announced riskcontrol policies, changes in principals, commitment of resources to otherbusiness activities, etc. — may also have a role in the termination orreallocation decision.  The market judgmentand experience of BRIM’s principals is an important factor in its allocationdecisions.

 

BRIM has no timetable or schedule formaking Trading Advisor changes or reallocations, and generally makes a medium-to long-term commitment to all Trading Advisors selected.  In particular, BRIM has to date, 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 ofTrading Advisor changes that may take place in the future, or as to how longany of the current Trading Advisors will continue to manage assets for thePartnership.

 

***Resultsof 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 to control credit risk in thePartnership’s futures, forward and options trading by clearing trading through MLPF&S,NUSA and JPMFI.  MLPF&S, NUSA andJPMFI act as a clearing brokers or counterparty to the Partnership’s trades;they do not advise with respect to, or direct, any such trading.

 

BRIM attempts tocontrol the market risk inherent in the Partnership’s trading by BRIM’smulti-advisor strategy and Trading Advisor selections.  BRIM reviews the positions acquired byTrading Advisors trading on behalf of the Partnership on a daily basis in aneffort to determine whether the overall positions of the Partnership may havebecome what BRIM determines as being excessively concentrated in a limitednumber of markets — in which case BRIM may, as of the next month orquarter-end, adjust the Partnership’s Trading Advisor combination and/orallocations so as to attempt to reduce the risk of such over-concentrationoccurring in the future. Such position transparency will not generally beavailable to BRIM with respect to Partnership assets allocated to PortfolioFunds.

 

30

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Set forth below isa list of the net trading profit (loss) from each of the different TradingAdvisors as measured at December 31, 2009.

 
| **Trading  Advisors**                                | ** ** | **Realized** | ** ** | **Change in  Unrealized** | ** ** | **Brokerage  Commissions and  Clearing Costs** | ** ** | **Total Trading  Profit (Losses)** | ** ** |
|------------------------------------------------------|------------|--------------|------------|---------------------------|------------|------------------------------------------------|------------|------------------------------------|------------|
| Abraham  Capital Management                          |       | $            | (1,309,834 | )                         | $          | (311,346                                       | )          | $                                  | (157,710   | ) | $ | (1,778,890 | ) |
| Aspect  Capital Limited                              |       | (2,308,406   | )          | (841,107                  | )          | (49,592                                        | )          | (3,199,105                         | )          |
| Boronia  Capital PTY Ltd                             |       | (1,668,126   | )          | 484,771                   |       | (203,807                                       | )          | (1,387,162                         | )          |
| Blackwater  Capital Management LLC                   |       | 4,461,836    |       | 354,618                   |       | (46,282                                        | )          | 4,770,172                          |       |
| Cantab  Capital Partners LLP                         |       | (105,422     | )          | (1,401,184                | )          | (148,279                                       | )          | (1,654,885                         | )          |
| Crabel  Capital Management LLC                       |       | 116,300      |       | (10,161                   | )          | (269,364                                       | )          | (163,225                           | )          |
| Mapleridge  Capital Corporation                      |       | 1,521,575    |       | (363,564                  | )          | (616,123                                       | )          | 541,888                            |       |
| Nuwave  Investment Corp                              |       | (1,161,290   | )          | (221,612                  | )          | (31,321                                        | )          | (1,414,223                         | )          |
| Ortus  Capital Management Ltd                        |       | 280,743      |       | (1,014,244                | )          | —                                         |       | (733,501                           | )          |
| PIA  Capital Management LP                           |       | 212,817      |       | 117,933                   |       | (9,837                                         | )          | 320,913                            |       |
| Quantitative  Investment Management - Global Program |       | (58,727      | )          | 370,376                   |       | (47,431                                        | )          | 264,218                            |       |
| Winton  Capital Management Limited                   |       | (1,256,993   | )          | (362,531                  | )          | (34,074                                        | )          | (1,653,598                         | )          |
|                                                 |       |         |       |                      |       |                                           |       |                               |       |
| Total                                                |       | $            | (1,275,527 | )                         | $          | (3,198,051                                     | )          | $                                  | (1,613,820 | ) | $ | (6,087,398 | ) |

 

The weightedaverage Management Fee rate of the Trading Advisors based on allocations as of December 31,2009 was 1.46% and the weighted average incentive fee rate was 21%. The rangeof Management Fees as of December 31, 2009 was 0% to 2.5% (annualized) andthe range of incentive fees was 15% to 30%.

 

BRIM may considermaking distributions to investors under certain circumstances (for example, ifsubstantial profits are recognized); however, BRIM has not made anydistributions to date and does not intend to do so.

 

***PerformanceSummary***

 

*2009*

* *
| ** **                             | ** ** | **Total Trading** | ** ** |
|----------------------------------------|------------|-------------------|------------|
| ** **                             | ** ** | **Profit (Loss)** | ** ** |
|                                   |       |              |       |
| Stock  Indices                         |       | $                 | 7,807,066  |   |
| Metals                                 |       | 3,431,237         |       |
| Agriculture                            |       | (1,116,036        | )          |
| Currencies                             |       | (3,501,675        | )          |
| Interest  Rates                        |       | (4,778,416        | )          |
| Energy                                 |       | (6,315,754        | )          |
|                                   |       | (4,473,578        | )          |
| Brokerage  Commissions/ Clearing Costs |       | (1,613,820        | )          |
|                                   |       | $                 | (6,087,398 | ) |

 

The Partnership posted aloss for the year. Stock indices and metals were the two sectors that postedgains while agriculture, currencies, interest rates, and energy sectors allcontributed to losses.

 

Trading in stock indicesgenerated the largest portion of gains for the year. Broad-based equitydeclines impacted global markets early in the year due to negative economicnews and poor earnings. However, investors experienced a sharp reversal andrally shortly thereafter as they began to perceive stabilization in the globalfinancial system after several months of uncertainty. Initial short exposureslost ground early, given these broad market rallies across the globe. However,Trading Advisors reduced these positions quickly; increasing long exposures tothe U.S. and holding more neutral exposures in select other markets. Longexposures drove performance declines early in July as equities sold off,but were offset by the market reversal, improving investor sentiment and increasingbroad appetite for risk. Equity holdings experienced notable depreciation inlate October when stocks suffered the worst month-end sell-off 

 

31

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since May, hindered by poor unemployment and consumer confidencefigures. The market reversed during the following months and long exposures tothe NASDAQ, S&P, FTSE, Hang Seng, Dow Jones Eurostoxx and CAC allcontributed. Concurrently, the Nikkei was particularly volatile, first sellingoff 8% as the bond market rallied in November, only to experience its biggestmonthly rally in 14 years during the last month of the year in response toevidence of increased Japanese export volumes.

 

Trading in metals was thesecond most profitable sector, despite early losses the sector performancerallied towards year end. Prices for industrial metals such as copper, lead andzinc, rallied in March from their earlier lows on hopes that governmentstimulus efforts would spark industrial production and reduce existing basic materialsinventory levels. Precious metals prices also rose early in the year,continuing to benefit from higher levels of market volatility and economicuncertainty, as well as latent fears over growing inflation after the economyrecovers. Mixed results were seen mid year as long exposures to gold detractedin April and June but profited in May as investors soughtinflation hedges given the sharply declining U.S. dollar. Conversely,industrial metals such as aluminum and nickel trades were profitable in April,rallying on improved economic recovery prospects. However, as market ralliesextended throughout the year, Trading Advisors increased select shortpositions. Aluminum short exposures were among those that took a substantialhit as the commodity experienced its largest weekly gain in 21 years duringJune. Expectations for economic recovery drove price rallies in industrialmetals, punctuated by a boost from the ‘cash for clunkers’ program in the U.S.Overall, long exposures to aluminum, silver and copper were additive, withcopper reaching an 11-month high in August. Meanwhile, gold briefly retreatedin conjunction with U.S. dollar performance, but after dropping off in August,gold broke through the $1,000 psychological barrier by quarter-end, increasing6% from intra-quarter lows as the U.S. dollar once again declined and crude oilprices soared. Toward year end the sector was driven by gold exposures as goldappreciated to record levels in October due to the declining US dollar.Trading Advisors continued to use the metal as a hedge throughout the quarter;however this led to significant losses in December as the U.S. dollarstrengthened. Mitigating some of those declines was copper, which concluded theyear by reaching a 16-month high in December due in part tohigher-than-expected manufacturing activity data, continued uncertaintysurrounding strike threats in Chile and generally thin market conditions.

 

Trading in agriculturedetracted from performance of the Partnership. Short positions in corn and soybeansprofited in February on speculation that demand for biofuels and animalfeed would decline in the midst of the recession, and demand for cotton processfell based on a reduced demand for raw materials. However, prices broadlyrecovered in March as investors perceived better economic timesahead.  Coffee prices improvedsubstantially during the beginning of the year, as investors anticipated areduced supply from Central and South America. April losses in longexposure to sugar were offset by later gains from a broad commodity price rallybrought on by signs of improving global demand and a weakening U.S. dollar. Onthe short side, exposures to corn and wheat made back earlier losses as pricessubstantially declined on reports of increasing supplies and speculation thatwarm, wet weather would accelerate plant development. Meanwhile, shortexposures to hogs contributed as hog positions sold off over concerns about theH1N1 virus. Negative results in July from short exposures to wheat wereoffset by later gains as favorable weather conditions led to increased supplyand trading levels near two-year lows. Meanwhile, gains from long exposures tosugar in August only partially counterbalanced later losses from shortexposures to corn as both commodities appreciated on speculation of productiondelays and deficits. Furthermore, short exposures to coffee also experiencednotable early losses after the Brazilian government intervened to boost prices.Short exposures to corn and wheat led to losses throughout year end as bothcommodities rallied on expectations of smaller crops and poorer growingconditions. Furthermore, demand for wheat rose as farmers increasingly replacedthe corn in animal feed with wheat after a 22% rise in corn’s price over thetwo months of October and November. Meanwhile, long exposures to soybeanswere additive as prices rose to a five-month high in November, only to fall inDecember. In addition, sugar boosted returns as it ended the year up on news ofa reduced Brazilian crop and increased demand in India after struggling earlyin the quarter.

 

The currencies sectoralso contributed to losses, despite gains posted mid year. The foreign exchangemarkets were range-bound during February with declining volatility,resulting in a challenging environment for Trading Advisors with shorterholding periods. While demand for the U.S. dollar was strong early in theperiod due to high market uncertainty, late in the first quarter, long U.S.dollar trades struggled following quantitative easing initiatives launched bythe U.S. Federal Reserve. Hopes for economic recovery and an accelerating slidein the U.S. dollar in April generated losses in select short positions.Trade positioning quickly adjusted, and many Trading Advisors enjoyedsubstantial long-side gains in the Australian dollar and the Euro as the U.S.dollar experienced its sharpest monthly decline in years. A recovering globaleconomy and rallies in riskier assets drove gains during midyear. Significantprofits were generated in July and September as Trading Advisors tookadvantage of the declining U.S. dollar. Long exposures to the Australian dollarversus the U.S. dollar were particularly additive as demand for high yieldingassets in the region increased and Chinese manufacturing expanded. July wasparticularly challenging as a recovering U.S. dollar temporarily 

 

32

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generated setbacks in certain positions, including long exposures tothe Japanese yen and Canadian dollar, but Trading Advisors were able tomitigate these losses through tactical cross rate trades and as the U.S. dollarcontinued its slide later in the third quarter. Mid-October trendreversals hurt medium- and long-term Trading Advisors with long exposures tothe British pound versus the US dollar, which proceeded to trade in a rangebound fashion. The Japanese yen struggled against the U.S. dollar, ending theyear with a selloff due in large part to speculation over additionalquantitative easing by the Bank of Japan. Partially mitigating losses were longexposures to the Australian dollar versus the U.S. dollar, which profited afterthe Reserve Bank of Australia tightened rates on October 6 and on evidenceof continued strong growth in China. However, in December the Australiandollar experienced its first monthly decline against the U.S. dollar in a yearafter reports that the Australian economy had expanded at half the expectedpace, leading to reduced speculation of higher interest rates in early 2010.

 

Trading in the interestrate sector posted losses as well. Long U.S. treasury, Gilt, and German Bundexposures led losses, selling off despite a backdrop of stock marketvolatility, worsening economic conditions and regulatory uncertainty. March provedto be particularly challenging, with several government and central bankstimulus initiatives, including those by the U.S. Federal Reserve, the Bank ofEngland, the Swiss National Bank and the Bank of Japan, creating a challengingenvironment for systematic Trading Advisors. Trading difficulties continued inlarge part due to improved market sentiment and the resulting flow of investorcapital away from sovereign bonds and toward riskier assets. In particular,long exposures to Japanese government bonds, German Bunds and Gilts alldeclined during midyear. Meanwhile, long exposure to short-term interest rates,especially in the Eurodollar, Euribor and Sterling, also detracted, adverselyresponding to the European Central Bank holding rates at a record low andhigher-than-expected U.S. unemployment numbers. However, several TradingAdvisors mitigated a portion of losses through trading long-term U.S. interestrates, which provided opportunities through both long and short exposures.Exposures to Gilts added to losses amidst the volatility surrounding multipleUnited Kingdom government policy announcements, including decision not toexpand its asset purchase program, and reports in July that The Bank ofEngland intended to purchase 50 billion pounds of long-dated bonds. Toward yearend stronger-than-expected US economic data largely drove down fixed incomeresults, despite the bond market rally in November. Gains from long exposuresto Japanese Government Bonds, which profited after yields fell 15 basis pointsin November on speculation that the Bank of Japan was going to maintainnear-zero interest rate levels, could not combat losses throughout the periodfrom long exposures to other bond markets, including 5-year and 10-year U.S.Treasuries, Eurodollars, German Bunds and British Gilts. In particular, aone-day sell-off in early December following the release ofbetter-than-expected U.S. unemployment data counteracted any earlier positiveresults for Trading Advisors. The sell-off was further exacerbated by commentsfrom the Federal Reserve indicating that certain stimulus measures facedimpending removal.

 

The energy sector was theworst performing sector for the Partnership. Trading in energies was relativelyflat over the first three months of the year. Oil prices hit cyclical lows in February,falling below $40/barrel for the first time since 2004 before rebounding tonearly $50/barrel by the end of March on signs that economic deteriorationappeared to be slowing. Demand for energy continued to slump, weighed by adecrease in economic activity driven by the global recession. Natural gasprices were negatively impacted by falling demand from power producers andtheir industrial clientele. Short exposures to crude oil and heating oil in April andMay drove energy trading losses, as upbeat economic news and declininginventory levels positively influenced underlying energy prices. Nonetheless,select Trading Advisors profited from shorter-term tactical trades in naturalgas, benefiting from short exposures in April as natural gas sold off to a6-year low, followed by successfully trading the market through both short andlong exposures as volatility increased later in the second quarter. Shortexposures to natural gas were additive in July and August as pricesdeclined due to supply surpluses and reduced demand resulting from mildweather. However, natural gas prices soared over 60% in September onspeculation that an economic recovery would revive demand, as well as growingexpectations of a colder than expected winter, ultimately driving losses forthe sector. Commodities experienced range bound trading for much of the fourthquarter. Notably, crude oil trading stagnated between $76 and 80 per barrelafter reaching year-to-date highs early on, adversely impacting long holdingsof the commodity. Meanwhile, natural gas struggled, despite some profits fromshort exposures as forecasts of milder weather in November signaledreduced demand for heating fuel and higher inventory levels. However, in areversal during the last two weeks of the year, short exposures drove losses asU.S. stockpiles declined while much of the country experiencedcolder-than-expected temperatures, leading to rallies for both crude oil andnatural gas.

 

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*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 overalltrading performance was profitable with gains in all sectors contributing toprofits.

 

Trading in stock indicesgenerated the largest portion of gains throughout the year for thePartnership.  Short exposures to equityindices including the S&P, Nikkei, and FTSE contributed to performanceearly in the year.  The sector detractedfrom performance in April.  While equitymarkets rallied over April, the reduction of volatility as exemplified by the-18.82% decline in the VIX (the Chicago Board Options Exchange VolatilityIndex), made it difficult for Trading Advisors to build positions.  In June, the stock indices sector was thestrongest sector through short exposures. During June, U.S. stocks tumbled, sending the Dow Jones IndustrialAverage to its worst June since the Great Depression, as a result ofrecord oil prices, credit-market write downs and a slowing economy.  German stocks dropped to the lowest in threemonths as concern deepened that slowing economic growth will curb companies’earnings.  Short exposures to globalindices held during the first half of July led gains.  In general, global indices continued their June selloff into the first few weeks of July, but recovered the last week of July ondeclining oil prices and favorable earnings releases.  In September, the stock indices sector wasthe best performing sector led by short exposures to the NASDAQ, S&P, DAX,and Hang Sang as global markets declined on increased speculation thatcredit-market losses and the economic slowdown would worsen. Short exposures tothe S&P, DAX, and Nikkei, based on the continued decline of global equitymarkets, continued to lead performance in the fourth quarter.

 

Trading in energies wasthe second most profitable sector, despite losses early and mid-year.  Long exposures to crude oil, heating oil, andnatural gas drove performance in the energy sector.  In March, crude oil rose to a record $111 abarrel, pushing through what had been the previous inflation-adjusted record of$103.59 set in the 1980s, as the sinking value of the U.S. dollar attractedinvestors to commodity markets. Long exposures to crude oil, heating oil andnatural gas contributed each month during the second quarter as the energysector continued to reach new highs. During April, the continued rally of crude oil, reaching a record of$119.93 a barrel intra month, benefited from long exposures to the energysector held by most Trading Advisors. The sector posted positive results inMay, again on a continuation of the strong trends evident in energymarkets.  Crude oil futures reached$135.09 in May, the highest price since trading began, on continued high demandlevels, 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 aweaker U.S. dollar.  Detracting in thethird quarter 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. 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 ratesalso contributed to profits, despite significant losses mid-year.  Long exposures to U.S. treasuries,Eurodollars, and German bunds during January and February contributedto gains as mounting losses in credit markets and the slowing U.S. economydrove investors to the relative safety of government debt.   Interest rates detracted from performancemid-year, primarily from long exposures to Eurodollars, U.S. treasuries, andJapanese government bonds (“JGBs”) held during April.  Trading in interest rates detracted ascontinued inflation concerns in 

 

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Europe and Japan reduced the demand for government debt and thatinflation may prevent future rate cuts by the European Central Bank. Longexposures to Eurodollars and the Gilt, as well as short Sterling exposurescontributed to gains late in the year.

 

The currency sector alsocontributed to profits despite some detraction mid-year. Long exposures to theEuro, Swiss Franc, and Japanese yen versus the U.S. dollar contributed toprofits.  Early in the year, the U.S.dollar posted its biggest quarterly loss against the Euro in almost four yearsdue to the dispersion in Central Bank policies. Specifically, the U.S. Federal Reserve cut its target lending rate by 75basis points, the most since 1984, to revive the economy while the EuropeanCentral Bank held borrowing costs at a six-year high to contain inflation.  Also during March, the U.S. dollar fell below96 Japanese yen for the first time in 12 years after the U.S. Federal Reservemade its first weekend change in borrowing costs since 1979.  The U.S. dollar declined the first two weeksof April versus most major currencies, but experienced sharp reversals,particularly against the Euro, Swiss franc, and Japanese yen.  Short exposures to the Great Britain Pound (“GBP”)and long exposures to the Euro versus the U.S. dollar detracted.  The GBP ended April down slightly versusthe U.S. dollar, however, rallied the second half of April and detractedfrom Trading Advisors’ increased short holdings.  The Euro declined 0.44% versus the U.S.dollar after strengthening on surging crude oil prices, before selling off thelast week of May on increased durable goods orders and revised 1st quartergross domestic product.   Short exposuresto the Japanese yen and Swiss franc versus the U.S. dollar early in the thirdquarter contributed to performance.  Overthe second half of July, the U.S. dollar recovered and advanced to a one-monthhigh versus the Euro and the Japanese yen as U.S. consumer confidence increasedand crude oil prices dropped, reducing concern the economy may fall into arecession.  The currencies sector wasdifficult to navigate due to the large reversal in the U.S. dollar versus theEuro, British pound, and Australian dollar. Short exposures to the Euro and British pound versus the U.S. dollarcontributed. However, exposures to the Swiss franc and Canadian dollar versusthe U.S. dollar detracted.  The U.S.dollar rallied against currencies of countries with deteriorating growthprospects and those tied to declining commodity prices.  Long exposures to the Japanese yen versus theU.S. dollar contributed late in the year as the Japanese yen reached 13 yearhighs as a result of the unwinding of the carry trade.  Short exposures to the British pound,Canadian dollar, and Euro versus the U.S. dollar further contributed to gains.

 

Trading in agriculturalcommodities posted gains as well, despite losses posted mid-year.  Long exposures to wheat, soybeans, and corndrove performance on speculation that surging Chinese demand for food, animalfeeds, and bio-fuels will reduce U.S. inventories.  Although markets retreated in March fromrecord levels that were reached earlier in the quarter, the sector wasprofitable overall. Mid-year trading in agricultural commodities was a bit moremixed depending on manager positioning. In June, long exposures to corn and soybeans led performance as corngained over 20% and soybeans over 17% on speculation that more rain andflooding in the U.S. Midwest may hurt crops, and as demand for commoditiesincreased as an inflationary hedge.  Longexposures to corn, soybeans, and cocoa detracted.  The strong uptrend in commodities continuedinto the first week of July, but reversed sharply mid month as a result of astronger U.S. dollar, expectations of improved growing conditions, and concernsof decreasing demand.  Late in thequarter, short exposures to soybeans, cotton, corn, and orange juicecontributed to reduced demand for U.S. exports and reduced use of rawmaterials.  Short exposures toagricultural commodities contributed to performance during the fourth quarter.

 

Trading in metals alsocontributed despite volatility in the market. Long exposures to gold and silver contributed to performance onincreased demand for the metals as a hedge against inflation.  Gold rallied over +9%, surging to over $1,000an ounce mid March, and silver rallied almost +17% in the first quarter.  Trading in metals, namely short exposures toaluminum, copper, and gold detracted from performance.  Short exposures to copper, silver, andaluminum led performance as concerns of a recession and continued stockpilesled to declines in base metals.  Shortexposures to aluminum contributed, while short exposures to gold and silverdetracted 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 overalltrading performance was profitable with gains in the energy, interest rates,currencies and agricultural sectors contributing to the profits.

 

Trading in the energysector proved profitable for the Partnership despite several unprofitablemonths in the first half of the year. Early in the year crude oil surged on speculation that U.S. fuel demandwould jump because of increased economic growth and cold weather.  Natural gas advanced on forecasts forabove-average temperatures and an unpredictable Atlantic hurricane season.  Speculation was that hot weather would drive demandwhile hurricanes may potentially disrupt supplies.  Crude oil rose after a government reportshowed an unexpected decline in U.S. inventories mid-year.  A government report that showed natural gasinventories rising more than expected, detracting from performance, as mildtemperatures 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 amidforecasts of declining U.S. inventories and gains in crude oil prices.

 

The interest rate sectoralso posted an overall profit for the year despite losses posted intermittentlythroughout the year.  Early in the year,U.S. treasuries fell, pushing yields to the highest level since August of2006, as an industry report suggested the worst of the housing slump may beover.  Bonds also declined on heightenedconcern that inflation could accelerate after the Federal Reserve issued astatement that removed its past bias toward further interest rateincreases.   European bonds fell after areport showed unemployment in Germany slid to the lowest in almost six years,reinforcing expectations the European Central Bank would raise interest ratestwice more during the year.  A forecastthat the Bank of Canada would raise interest rates as well triggered a sell-offin Canadian 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, whichincreased speculation the U.S. Federal Reserve, would cut interest rates inJuly.  Long exposures to U.S. treasuriescontributed to performance.   U.S.treasuries had their best month in November in twelve years as concernover banks’ willingness to issue loans drove investors to the safety ofgovernment debt.  Long exposures in U.S.10-year treasuries 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 currenciesalso posted an overall profit for the year although losses were posted in thefirst and third quarters of the year. The Japanese yen declined against the U.S. dollar to the lowest in morethan four years after a Japanese government report showed a drop in retailsales.  The British pound hit a two yearhigh against the Euro and an eight year high against the Japanese yen on UnitedKingdom interest rates.   The Britishpound declined against other major currencies on expectation the EuropeanCentral Bank would outpace the Bank of England in raising interest rates,making the United Kingdom currency less attractive to hold.  During the second quarter, the British poundrallied to its highest value since June 1981 as U.K. inflation continuedto accelerate leading to the expectation the Bank of England would raise ratesin May.  The Japanese yen dropped to arecord low against the Euro and declined against the 

 

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U.S. dollar.  The Canadian dollarreached a high after a report predicted increased second quarter production,fueling speculation the Bank of Canada will increase rates.  Foreign exchange contributed heavily togains.  The U.S. dollar reboundedmid-year from an all time low as reports showed gains in new home sales andmanufacturing.  The rise in the Canadiandollar continued to a 30-year high after a government report showed the economygrew at its fastest pace in almost two years. The Japanese yen declined as the rebound in U.S. stocks encouragedinvestors to borrow in Japan’s currency to buy higher yielding assetselsewhere.  However, the Japanese yenlater strengthened on concern that losses from U.S. mortgages would promptinvestors 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 homes fellto a 12-year low in November.

 

Also contributing toprofits was trading in agricultural commodities, despite an unprofitable firsthalf of the year.  Corn declined sharplythe first two days of the year then rose on renewed speculation that higherenergy costs would spur demand for alternative fuels made from the crops.  Corn prices then fell after a governmentsurvey showed U.S. farmers planned to sow fifteen percent more grain in thespring, the most since 1944.  Sugar fellon speculation that increasing supplies from India and Brazil would boost aglobal surplus.  Cotton prices declinedon large supplies of cotton, and later reversed on speculation that rain inTexas, the largest U.S. grower, and dry weather in the Southeast may hindercrop development.  Sugar futures fellafter Brazil, the world’s largest producer, predicted a record sugarcane crop,adding to the global surplus of sweetener. Late in the second quarter cotton rose to a 3-year high after rainsdisrupted planting in Texas and a rally in grain prices offered higher profitsin other crops, such as wheat and soybeans. Coffee plunged as mild temperatures and dry weather eased concern thatcrops may be damaged in Brazil.  Wheatrose as wet weather stalled harvesting and damaged crops in the southern U.S.and farmers shifted from wheat to oilseeds, which have shorter growingseasons.  Coffee posted positive returnsin July on speculation that a crop damaging frost may develop inBrazil.  Cocoa declined on speculationthat the main crop in Ivory Coast, the top producer, may be shipped earlierthan usual because of favorable weather. Long wheat and soybean positions contributed to profits as wheat rose,extending a rally, on signs that dry weather may hurt production, furtherreducing world supplies expected to be the lowest in 26 years.  Soybeans also rose on speculation weather maydamage crops in the U.S., the world’s biggest exporter and rose above $10 abushel for the first time in three years on increased demand from the U.S.  short positions in hog futures contributed ashog futures fell to the lowest since January 2004, on speculation thatimports from Canada and rising pork supplies would create a surplus.  Soybeans continued to rise on speculationthat China would increase their purchases of U.S. inventories to cap surging foodcosts.  Wheat rose after a U.S.government report showed the U.S. crop was in the worst condition in eightyears 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 metalsposted losses for the Partnership. Copper prices declined in January on speculation rising inventorieswould outpace U.S. demand due to a continued U.S. housing slowdown.  Stockpiles monitored by the London metalexchange 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.treasury bonds as yields increased. Nickel declined on speculation stainless-steel makers would expand theiruse of alternative raw materials to reduce costs.  Copper rose early in the third quarter onspeculation that a weaker U.S. dollar would encourage buyers holding othercurrencies to purchase the metal.  Zincgained during July as inventories of the metal slumped to the lowest in 16years.  Gold and silver rose as thedollar’s decline against the Euro boosted the appeal of precious metals as analternative investment.  Gold continuedto rise late in the third quarter, as the declining value of the U.S. dollarand surging energy costs boosted the appeal of the metal.  Copper also rose as a weaker U.S. dollarincreased demand from international buyers. Copper declined in November on speculation that slowing economicgrowth would reduce usage in the U.S. Copper, which often fluctuates with the economy, dropped on concerncredit-market turmoil and high crude oil prices would slow economicgrowth.  Copper continued its declinelate in the year on renewed speculation the worst U.S. housing recession in 16years will 

 

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continue to cut demand for the metal. Gold rose as declining U.S. dollar, rising energy costs, and continuingconflict in the Middle East boosted the appeal of the metal as an alternativeinvestment.

 

The stock indices sectorwas the worst performing sector for the Partnership.  The S&P Index was up in January asU.S. stocks rallied, capping the longest stretch of monthly gains in more thana decade, due to the month’s early decrease in energy prices and continuedstrong economic data.  The Nikkei 225 wasalso up in January sending the index to a nine-month high after theJapanese 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 equity positionscontributed as global indices rallied on strong earnings and continued mergeractivity.  Losses late in that quarterdetracted from performance on concerns that losses tied to sub prime mortgageswould deepen and spread to the overall market. The S&P had its biggest decline in July.  European government bonds rose, pushing10-year yields to the lowest level in more than two months, as the risk ofowning corporate debt soared. Contributing slightly were long U.S. treasuries positions as turmoil inmortgage and corporate debt and equities drove investors from riskierassets.  Further detracting wasdynamically trading German bunds and U.S. treasuries.  German bunds touched a six-week low the finalweek of the month after reports showed high money supply.  U.S. equities rose after the economy expandedmore than forecasted and the U.S. Federal Reserve cut interest rates by 25basis points.  Early in November,domestic stocks fell to three month lows, led by financial companies and energyproducers, on growing concern from mortgage losses.  However, the last week of November, U.S.stocks rose, capping the best weekly gain since March, after the U.S. FederalReserve chairman signaled he may cut interest rates and the treasury movedcloser to a plan to prevent thousands of Americans from losing theirhomes.  Japanese stocks dropped after theBank of Japan’s quarterly Tankan survey showed business confidence fell morethan estimated.  Additionally, U.S. homeprices slumped by the most in at least six years, sparking concern theworsening 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.

 

#### ***Variables Affecting Performance***

#### * *

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

 

During most periods setforth under “Selected Financial Data”, the interest rates in many countrieswere at unusually low levels.  The lowinterest rates in the United States (although higher than in many othercountries) negatively impacted revenues because interest income is typically acomponent of the Partnership’s profitability. In addition, low interest rates are frequently associated with reducedfixed income market volatility, and in static markets the Partnership’s profitpotential generally tends to be diminished. On the other hand, during periods of higher interest rates, the relativeattractiveness of a high risk investment such as the Partnership may be reducedas compared to high yielding and much lower risk fixed income investments.

 

Prior to September 1,2007 the Partnership’s brokerage commissions and administrative fees were aconstant percentage of the Partnership’s assets allocated to trading.  The only Partnership costs (other thancurrency trading costs) which were not based on a percentage of the Partnership’sassets (allocated to trading or total) were the Profit Shares payable to theTrading Advisors on a Trading Advisor-by-Trading Advisor basis.  Effective September 1, 2007, thePartnership revised its expense structure and the Partnership began paying itsown operating expenses.  Gross profitabilityis in turn affected by the percentage of the Partnership’s assets allocated totrading.  During periods when ProfitShares are a high percentage of net trading gains, it is likely that there hasbeen substantial performance non-correlation among the Trading Advisors (sothat the total Profit Shares paid to those Trading Advisors which have tradedprofitably are a high percentage, or perhaps even in excess, of the totalprofits recognized, as other Trading Advisors have incurred offsetting losses,reducing overall trading gains but not the Profit Shares paid to the successfulTrading Advisors) suggesting the likelihood of generally trendless,non-consensus markets.  Profit Shareswill vary based upon profitability of the individual Trading Advisors.

 

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

 

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Except in unusualcircumstances, factors (*e.g.* regulatoryapprovals, cost of goods sold, employee relations and the like) which oftenmaterially affect an operating business have virtually no impact on the Partnership.

 

***PerformanceSummary — Factors Affecting Interest Income and Expenses***

 

Cash held in accounts atthe Clearing Brokers and PFPC Trust earns interest on all such assets which arenot used for trading.  The low level ofinterest rates in 2009 in the United States negatively impacted interest incomerevenues when compared to 2008.   ThePartnership estimates that approximately 95% of its assets are earninginterest.   For the year ended December 31,2009, the Partnership earned $906,015 in interest income, or approximately0.37% of the Partnership’s average month-end net assets. For the year ended December 31,2008, the Partnership earned $3,051,305 in interest income, or approximately1.64% of the Partnership’s average month-end net assets.  The average interest rates for the year endedDecember 31, 2009 was 0.81%.  Theaverage interest rates for the year ended December 31, 2008 was 5.63%.

 

The overall expenses ofthe Partnership (excluding Profit Shares) generally vary with changes in netassets. As such, expenses that vary with net assets are higher as of December 31,2009 when compared to the year ending December, 31 2008 due to the overallincrease in the Partnership’s net assets. For the year ended December 31, 2009, Distribution, TradingAdvisors’ Management Fees and Sponsor fees increased approximately 22%, 25% and24%, respectively when compared to the year ended December 31, 2008.  This is due mostly to a 32% increase inaverage net assets in the year ended December 31, 2009 when compared toyear ended December 31, 2008. Profit Shares declined for the year ending December 31, 2009, whencompared to the year ending December 31, 2008 primarily due to thePartnership’s lower profitability and also fewer profitable Trading Advisors.

 

***Liquidity;Capital Resources***

 

The Partnershipborrows only to a limited extent and only on a strictly short-term basis inorder to finance losses on non-U.S. dollar denominated trading positionspending the conversion of the Partnership’s U.S. dollar deposits.  These borrowings are at a prevailingshort-term rate in the relevant currency. They have been immaterial to the Partnership’s operation to date and areexpected to continue to be so.

 

Substantially allof the Partnership’s assets are currently held in cash except for the netunrealized profit on open positions.  TheNet Asset Value of the Partnership’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 generally increases. Inflation in commodity prices could also generate price movements, whichthe Trading Advisors’ strategies might successfully follow.

 

With respect toassets allocated to managed accounts rather than Portfolio Funds, except invery unusual circumstances, the Partnership should be able to close out any orall of its open trading positions and liquidate any or all of its securitiesholdings quickly and at market prices. This permits a Trading Advisor to limit losses as well as reduce marketexposure on short notice should its strategies indicate doing so.  In addition, because there generally is areadily available market value for the Partnership’s positions and assets notallocated to Portfolio Funds, the Partnership’s monthly Net Asset Valuecalculations typically are precise, and investors need only wait ten businessdays to receive the full redemption proceeds of their Units, although there canbe no assurance as to the timing of such payments.

 

Although thePartnership has not done so to date, the Partnership may allocate assets toPortfolio Funds which typically are subject to redemption restrictions whichmay include advance written notice for redemptions, monthly or quarterlyredemptions and such Portfolio Fund’s ability to limit or suspend redemptions.

 

Most United Statesexchanges (but generally not foreign exchanges, or banks or broker-dealer firmsin the case of foreign currency forward contracts) limit by regulation theamount of fluctuation limits. The daily limits establish the maximum amount theprice of a futures contract may vary either up or down from the previous day’ssettlement price at the end of the trading session.  Once the “daily limit” has been reached in aparticular commodity, no trades may be made at a price beyond the limit.  Positions in the commodity can then be takenor liquidated only if traders are willing to effect trades at or within thelimit during the period for trading on such day.  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 

 

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the daily limit for several consecutive trading days, and therebyprevented prompt liquidation of futures positions on one side of the market,subjecting those futures traders involved to substantial losses.

 

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

 

The Partnershiphas not made any investments in Portfolio Funds to date so it has not had toraise funds from Portfolio Funds.  Instead,the Partnership pays its redemptions with the cash held in its variousoperating accounts.  Due to the nature ofits futures trading, the Partnership has significant amounts of cash availableto it.  When it needs to fundredemptions, the General Partner will adjust the net assets allocated to thePartnership’s various Trading Advisors as appropriate based upon its assetallocation process. The individual Trading Advisors decide which tradingpositions to liquidate in the accounts they manage, when necessary.  The Partnership has been able to satisfy allof its redemption requests in a timely manner.

 

There were nomaterial commitments for capital expenditures as of December 31, 2009, theend of the most recent fiscal year.

 

***Contractual Obligations, Commitmentsand Contingencies***

 

The Partnership has noapplicable disclosure under this Item 7 regarding off-balance sheetarrangements and tabular disclosure of contractual obligations pursuant toRegulation S-K, Item 303(a)(4) and 303(a)(5), respectively, as thePartnership does not have any off balance sheet commitments that are likely tohave a significant impact on its financial position or contractual obligationslong term in nature.

 

**Item 7A:****Quantitative andQualitative Disclosures about Market Risk**

 

***Introduction***

 

Past Performance NotNecessarily Indicative of Future Results

 

The Partnership is aspeculative commodity pool.  Unlike anoperating company, the risk of market sensitive instruments traded by it isintegral, not incidental, to the Partnership’s main line of business.

 

Market movements resultin frequent changes in the fair market value of the Partnership’s openpositions and, consequently, in its earnings and cash flows.  The Partnership’s market risk is influencedby a wide variety of factors, including the level and volatility of interestrates, exchange rates, equity price levels, the market value of financialinstruments and contracts, the diversification effects among the Partnership’sopen positions and the liquidity of the markets in which it trades.

 

The Partnership, underthe direction of its Trading Advisors, rapidly acquires and liquidates bothlong and short positions in a wide range of different markets.  Consequently, it is not possible to predicthow a possible future market scenario will affect performance, and thePartnership’s past performance is not necessarily indicative of its futureresults.

 

Value at Risk is ameasure of the maximum amount which the Partnership could reasonably beexpected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculativetrading and the recurrence in the markets traded by the Partnership of marketmovements far exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or the Partnership’sexperience to date (i.e.*,* “risk of ruin”).  In light of the foregoing, as well as therisks and uncertainties intrinsic to all future projections, the inclusion ofthe quantification in this section should not be considered to constitute anyassurance or representations that the Partnership’s losses in any market sectorwill be limited to Value at Risk or by the Partnership’s attempt to managemarket risk.

 

Materiality, as used inthis section “Quantitative and Qualitative Disclosures About Market Risk,” isbased on an assessment of reasonably possible market movements and thepotential losses caused by such movements, 

 

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taking into account the leverage, optionality and multiplier featuresof the Partnership’s market sensitive instruments.

 

### ***Quantifying thePartnership’s Trading Value at Risk***

### *** ***

*QuantitativeForward-Looking Statements*

 

*Thefollowing quantitative disclosures regarding the Partnership’s market riskexposures contain “forward-looking statements” within the meaning of the safeharbor from civil liability provided for such statements by the PrivateSecurities Litigation Reform Act of 1995 (set forth in Section 27A of theSecurities Act and Section 21E of the Exchange Act).  All quantitative disclosures in this sectionare deemed to be forward-looking statements for purposes of the safe harbor,except for statements of historical fact.*

 

The Partnership’s riskexposure in the various market sectors traded by the Trading Advisors isquantified below in terms of Value at Risk. Due to the Partnership’s mark-to-market accounting, any loss in the fairvalue of the Partnership’s open positions is directly reflected in thePartnership’s earnings (realized or unrealized) and cash flows (at least in thecase of exchange-traded contracts in which profits and losses on open positionsare settled daily through variation margin).

 

Exchange maintenancemargin requirements have been used by the Partnership as the measure of itsValue at Risk.  Maintenance marginrequirements are set by exchanges to equal or exceed the maximum loss in thefair value of any given contract incurred in 95% - 99% of the one-day timeperiods included in the historical sample (generally approximately one year)researched for purposes of establishing margin levels.  Maintenance margin levels are established bydealers and exchanges using historical price studies, as well as an assessmentof current market volatility and economic fundamentals, to provide aprobabilistic estimate of the maximum expected near-term one-day pricefluctuation.

 

In the case of marketsensitive instruments which are not exchange-traded (almost exclusivelycurrencies in the case of the Partnership), the margin requirements for theequivalent futures positions have been used as Value at Risk. In those rarecases in which a futures-equivalent margin is not available, dealers’ marginshave been used.

 

The fair value of thePartnership’s futures and forward positions does not have any optionalitycomponent. However, certain of the Trading Advisors trade commodityoptions.  The Value at Risk associatedwith options is reflected in the following table as the margin requirementattributable to the instrument underlying each option.

 

In quantifying thePartnership’s Value at Risk, 100% positive correlation in the differentpositions held in each market risk category has been assumed. Consequently, themargin requirements applicable to the open contracts have been aggregated todetermine each trading category’s aggregate Value at Risk.  The diversification effects resulting fromthe fact that the Partnership’s positions are rarely, if ever, 100% positivelycorrelated, have not been reflected.

 

***The Partnership’s Trading Valueat Risk in Different Market Sectors***

 

The measurement of the Partnership’s Trading Value at Risk is based uponthe margin requirements imposed upon the Partnership for the positions itmaintains across the various market sectors it invests in, which are calculatedfor each of its clearing accounts. The Partnership’s margin requirements arethen allocated across the various market sectors disclosed in the table basedupon the relative size of the positions held in each sector.  The Partnership’s disclosure does not attemptto reduce this exposure based upon any assumptions on the correlation ofpositions held across the different clearing accounts to each other.  The following tables indicate theaverage, highest and lowest trading Value at Risk associated with the Partnership’sopen positions by market category for the fiscal years 2009 and 2008. Duringthe fiscal year 2009, the Partnership’s average capitalization was$243,952,259. During the fiscal year 2008, the Partnership’s averagecapitalization was $185,041,398.

 

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**FiscalYear 2009**

 
| ** **        | ** ** | **Average**       | ** ** | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|-------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|              |       |              |       |               |       |              |       |             |       |
| Agriculture       |       | $                 | 303,766    |               | 0.12       | %                 | $          | 951,376          |       | $ | 38,459 |   |
| Currencies        |       | 1,129,613         |       | 0.46               | %          | 2,342,789         |       | 64,665           |       |
| Energy            |       | 167,577           |       | 0.07               | %          | 361,190           |       | 9,197            |       |
| Interest  Rates   |       | 13,641,807        |       | 5.59               | %          | 17,030,988        |       | 10,965,172       |       |
| Metals            |       | 393,430           |       | 0.16               | %          | 1,484,277         |       | 5,252            |       |
| Stock  Indices    |       | 1,192,986         |       | 0.49               | %          | 4,663,347         |       | 76,124           |       |
|              |       |              |       |               |       |              |       |             |       |
| TOTAL             |       | $                 | 16,829,179 |               | 6.89       | %                 | $          | 26,833,967       |       | $ | 11,158,869 |   |

 

**FiscalYear 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 |   |

 

Average, highest andlowest Value at Risk amounts are based upon the month-end amounts calculatedfor each month-end during the period as discussed above. Average Capitalizationis the average of the Partnership’s capitalization at the end of each calendarmonth during the period.

 

### ***Material Limitations on Value at Risk as an Assessmentof Market Risk***

 

The face value of the market sector instruments heldby the Partnership is typically many times the applicable maintenance marginrequirement (maintenance margin requirements generally ranging betweenapproximately 1% and 10% of contract face value) as well as many times thecapitalization of the Partnership.  Themagnitude of the Partnership’s open positions creates a “risk of ruin” nottypically found in most other investment vehicles.  Because of the size of its positions, certainmarket conditions, unusual, but historically recurring from time to time, couldcause the Partnership to incur severe losses over a short period of time.  The foregoing Value at Risk table as well asthe past performance of the Partnership give no indication of this “risk ofruin”.

 

***Non-Trading Risk***

 

#### *ForeignCurrency Balances;Cash on Deposit with MLPF&S, NUSA, JPMFI,UBS and PFPCTrust*

#### * *

The Partnership has non-trading market risk on itsforeign cash balances not needed for margin. However, these balances (as well as the market risk they represent) aregenerally immaterial.  The Partnershipcontrols the non-trading exchange rate risk of its foreign currency balances byregularly converting its foreign currency balances back to U.S. dollars on aweekly basis.

 

The Partnership also has non-trading market risk onthe approximately 90%-95% of its assets which are held in cash at MLPF&S,NUSA, JPMFI, UBS or PFPC Trust.  Thevalue of this cash is not interest rate sensitive, but 

 

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there is cash flow risk in that if interest rates decline so will thecash flow generated on these monies. This cash flow risk is generally insignificant.

 

***Qualitative Disclosures Regarding Primary Trading Risk Exposures***

 

*The following qualitative disclosures regarding thePartnership’s market risk exposures, except for (i) those disclosures thatare statements of historical fact and (ii) the descriptions of how thePartnership manages its primary market risk exposure, constituteforward-looking statements within the meaning of Section 27A of theSecurities 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 risk exposuresof the Partnership as of December 31, 2009, by market sector:

 

**Interest Rates**

 

Interest rate risk is the principal market exposure ofthe Partnership.  Interest rate movementsdirectly affect the price of futures and forward sovereign futures and forwardbond positions held by the Partnership and indirectly the value of its stockindex and currency positions.  Interestrate movements in one country as well as relative interest rate movementsbetween countries can be expected to materially impact the Partnership’sprofitability.  The Partnership’s primaryinterest rate exposure is to interest rate fluctuations in the United Statesand the other G-7 countries.  However,the Partnership also takes positions based upon or indexed to the governmentdebt of smaller nations e.g.*,* New Zealandand Australia.  BRIM anticipates that G-7interest rates will remain the primary market exposure of the Partnership forthe foreseeable future.

 

**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/Japaneseyen, U.S. dollar/Euro and U.S. dollar/British pound positions as well as U.S.dollar/Canadian dollar, U.S. dollar/Australian dollar and U.S. dollar/Swissfranc.  BRIM does not anticipate that therisk profile of the Partnership’s currency sector will change significantly inthe future.  The currency trading Valueat Risk figure includes foreign margin amounts converted into U.S. dollars withan incremental adjustment to reflect the exchange rate risk of maintainingValue at Risk in a functional currency other than U.S. dollars.

 

**Stock Indices**

 

The Partnership has significant equity exposure to G-7equity index price movements, although as of December 31, 2009, thePartnership’s primary exposures were in the stock indices from Southeast Asiancountries. The Partnership is primarily exposed to the risk of adverse pricetrends or static markets in the major G-7 and Asian indices.

 

**Metals**

 

The Partnership’s primary metals market exposure is tofluctuations in the price of gold and silver. Although certain of the TradingAdvisors trade base metals such as aluminum, nickel, copper and tin, theprincipal market exposures of the Partnership have consistently been in theprecious metals.  BRIM anticipates thatgold will remain the primary metal market exposure for the Partnership.

 

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**Agriculture Commodities**

 

The Partnership’s primary agricultural commoditiesexposure is to agricultural price movements, which are often directly affectedby severe or unexpected weather conditions. Soybeans, grains, livestock and sugar accounted for the substantial bulkof the Partnership’s commodity exposure as of December 31, 2009.  In the past, the Partnership has had materialmarket exposure to orange juice and cotton and may do so again in thefuture.  However, BRIM anticipates thatthe Trading Advisors will maintain an emphasis on soybeans, grains and sugar,in which the Partnership has historically taken its largest positions.

 

**Energy**

 

The Partnership’s primary energy market exposure is tonatural gas and oil price movements, often resulting from politicaldevelopments in the Middle East.  Energyprices can be volatile and substantial profits and losses have been and areexpected to continue to be experienced in this market.

 

***Qualitative Disclosures Regarding Non-Trading Risk Exposure***

 

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

 

**Foreign Currency Balances**

 

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

 

**U.S. Dollar Balances**

 

The Partnership holds its U.S. dollars in cash atMLPF&S, NUSA, JPMFI, UBS and PFPC Trust. The Partnership has immaterial cash flow and interest-rate risk on itscash on deposit with MLPF&S or NUSA, JPMFI, UBS in that declining interestrates would cause the income from such cash to decline.

 

### ***Qualitative Disclosures Regarding Means of ManagingRisk Exposure***

### *** ***

*Trading Risk*

 

BRIM has procedures in place intended to controlmarket risk exposure, although there can be no assurance that they will, infact, succeed in doing so.  Theseprocedures focus primarily on monitoring the trading of the Trading Advisorsselected from time to time for the Partnership, and reviewing outstandingpositions for over-concentration both on an Trading Advisor-by-Trading Advisorand on an overall Partnership basis. While BRIM does not itself intervene in the markets to hedge ordiversify the Partnership’s market exposure, BRIM may urge Trading Advisors toreallocate positions, or itself reallocate Partnership assets among TradingAdvisors (although typically only as of the end of a month), in an attempt toavoid over-concentration.  However, suchinterventions are unusual.

 

At the Trading Advisor level, each Trading Advisorapplies 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,which they will commit to positions in any one contract or group of relatedcontracts), as well as imposing “stop-loss” points at which open positions mustbe closed out. Occasionally, Trading Advisors will limit the market exposure oftheir Partnership account through acquiring put or call options which “collar”the risk of open positions.  However,because of the typically high degree of liquidity in the markets traded by thePartnership and the expense of acquiring options, most Trading Advisors relysimply on stop-loss policies, requiring the liquidation of positions oncelosses of a certain magnitude have been incurred.

 

Certain Trading Advisors treat their risk controlpolicies as strict rules; others only as general guidelines for controllingrisk.

 

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*Non-Trading Risk*

 

The Partnership controls the non-trading exchange-raterisk of its foreign currency balances by regularly converting these balancesback into U.S. dollars on a weekly basis.

 

The Partnership has cash flow interest rate risk onits cash on deposit with MLPF&S, NUSA, JPMFI and UBS 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, NUSA, JPMFI, UBS and PFPC Trust.

 

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**Item 8:  Financial Statements and Supplementary Data**

 

Financialstatements required by this item, including the report of independentregistered public accounting firm, Deloitte & Touche LLP, for thefiscal years ended December 31, 2009, 2008 and 2007, are included as Exhibit 13.01to this report.

 

The followingsummarized quarterly financial information presents the results of operationsfor the three month periods ended March 31, June 30, September 30and December 31, 2009 and 2008. This information has not been audited.

 

Selected QuarterlyFinancial Data (unaudited)

BlackRock GlobalHorizons I L.P.

 

Net Income byQuarter

Eight Quartersthrough December 31, 2009

 
| ** **                                | ** ** | **Fourth**  | ** ** | **Third**   | ** ** | **Second**  | ** ** | **First**   | ** ** | **Fourth**  | ** ** | **Third**   | ** ** | **Second**  | ** ** | **First**   | ** ** |
|-------------------------------------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|-------------|------------|
| ** **                                | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** | **Quarter** | ** ** |
| ** **                                | ** ** | **2009**    | ** ** | **2009**    | ** ** | **2009**    | ** ** | **2009**    | ** ** | **2008**    | ** ** | **2008**    | ** ** | **2008**    | ** ** | **2008**    | ** ** |
| Total  Income (Loss)                      |       | $           | (4,012,268 | )           | $          | 8,354,272   |       | $           | (5,274,257 | )           | $          | (4,249,130  | )          | $           | 32,911,180 |        | $          | 114,214 |   | $ | 4,306,828 |   | $ | 20,773,362 |   |
| Total  Expenses                           |       | 3,803,103   |       | 4,607,767   |       | 3,308,639   |       | 4,009,202   |       | 8,425,150   |       | 3,007,225   |       | 3,408,885   |       | 6,868,971   |       |
| Net  Income (Loss)                        |       | $           | (7,815,371 | )           | $          | 3,746,505   |       | $           | (8,582,896 | )           | $          | (8,258,332  | )          | $           | 24,486,030 |        | $          | (2,893,011 | ) | $ | 897,943 |   | $ | 13,904,391 |   |
|                                      |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |
| Net  Income (Loss) per Series A Unit |       | $           | (0.0328    | )           | $          | 0.0169      |       | $           | (0.0418    | )           | $          | (0.0418     | )          | $           | 0.1241     |        | $          | (0.0117 | ) | $ | 0.0062 |   | $ | 0.0847 |   |
| Net  Income (Loss) per Series F Unit |       | $           | (7.23      | )           | $          | 3.97        |       | $           | (10.00     | )           | $          | (9.83       | )          | $           | 30.75      |        | $          | (5.68 | ) | $ | 1.09 |   | $ | 20.23 |   |
| Net  Income (Loss) per Series G Unit |       | $           | (0.0314    | )           | $          | 0.0172      |       | $           | (0.0434    | )           | $          | (0.0425     | )          | $           | 0.1328     |        | $          | (0.0245 | ) | $ | 0.0048 |   | $ | 0.0880 |   |
| Net  Income (Loss) per Series I Unit |       | $           | (0.0243    | )           | $          | 0.0309      |       | $           | (0.0378    | )           | $          | (0.0291     | )          | $           | 0.1481     |        | $          | (0.0139 | ) | $ | 0.0137 |   | $ | 0.1101 |   |
|                                      |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |
|                                      |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |        |       |
| Weighted  average units Series A     |       | 184,732,238 |       | 162,511,063 |       | 144,293,100 |       | 134,318,518 |       | 128,207,580 |       | 107,876,138 |       | 90,334,878  |       | 90,316,670  |       |
| Weighted  average units Series F     |       | 107,791     |       | 109,811     |       | 112,325     |       | 117,040     |       | 122,383     |       | 128,312     |       | 131,549     |       | 134,817     |       |
| Weighted  average units Series G     |       | 30,688,580  |       | 31,436,315  |       | 32,517,854  |       | 34,737,080  |       | 35,529,309  |       | 36,729,365  |       | 37,776,534  |       | 39,036,583  |       |
| Weighted  average units Series I     |       | 860,991     |       | 645,990     |       | 551,075     |       | 490,288     |       | 615,479     |       | 615,479     |       | 615,479     |       | 838,160     |       |

 

The supplementaryfinancial information (“information about oil and gas producing activities”)specified by Item 302 of Regulation S-K is not applicable.

 

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**Item 9:********Changes in and Disagreements with Accountants on Accounting andFinancial 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 GeneralPartner, with the participation of the Partnership’s President as principalexecutive officer of the Partnership (“President”) and the Chief FinancialOfficer, has evaluated the effectiveness of the design and operation of itsdisclosure controls and procedures with respect to the Partnership as of andfor the year which ended December 31, 2009, and, based on its evaluation,has concluded that these disclosure controls and procedures are effective.  Additionally, there were no significantchanges in the General Partner’s internal controls with respect to thePartnership over financial reporting which materially affect such internalcontrols.

 

**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, 2009 thathas materially affected, or is reasonable likely to materially affect, thePartnership’s internal 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, 2009.  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 31,2009, the Partnership’s internal control over financial reporting waseffective.

 

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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 February 1,2010, PNC and Bank of New York Mellon Corporation (“BNY Mellon”) entered into adefinitive agreement for BNY Mellon to acquire PNCGIS. The expected closingdate for this transaction is the third quarter of 2010. The transaction is notexpected to have an impact on the Partnership or the services that PNCGISprovides to the Partnership.

 

In addition,BlackRock completed an acquisition of Barclay’s Global Investors (“BGI”) on December 1,2009.  As of December 1, 2009, ML &Co. (a wholly-owned subsidiary of Bank of America Corporation (defined hereinas “BAC”)) holds a 34.2% economic interest in BlackRock, PNC holds a 24.5%economic interest in BlackRock and Barclays BR Holdings S.à.r.l. (“Barclays”)holds a 19.8% economic interest in BlackRock, in each case on an undilutedbasis.  BAC, PNC and Barclays ownapproximately 3.7%, 35.2% and 4.8% of BlackRock’s voting stock, respectively.

 

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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, 2009, and their respective businessbackgrounds are as follows.

 
| **Edward Rzeszowski**   | President of the  Partnership (Age 38)                                             |
|-------------------------|------------------------------------------------------------------------------------|
|                    |                                                                               |
| **Michael L. Pungello** | Vice President, Chief  Financial Officer and Treasurer of the Partnership (Age 52) |
|                    |                                                                               |
| **Howard P. Berkowitz** | Managing Director of  BlackRock, Inc. (Age 69)                                |

 

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 1993 to September 1995, 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 BlackRock’s Management Committee. Mr. Berkowitz joined BlackRock, Inc. in 2003 when BlackRockacquired a majority interest in fund of fund manager HPB Management. Prior tojoining BlackRock, Mr. Berkowitz was the founder and managing partner ofHPB Associates, a fund of hedge funds that he initially formed in 1979 as atraditional equity hedge fund. In 1967, Mr. Berkowitz co-founded andmanaged Steinhardt, Fine, Berkowitz & Co., one of the earliestsuccessful entrants in the hedge fund industry.   Mr. Berkowitz served a three-year termas National Chairman of the Anti-Defamation League. He also serves on theboards and investment committees of the UJA Federation, Wharton UndergraduateSchool of Finance, Steadman Hawkins Sports Medicine Foundation, Cancer ResearchInstitute, the Anti-Defamation League, and the New York City Ballet. Inaddition, Mr. Berkowitz currently serves as President of the WashingtonInstitute for Near East Policy. Mr. Berkowitz earned a BS degree ineconomics from the Wharton School of the University of Pennsylvania in 1962,and a MBA degree from New York University in 1964.

 

49

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As of December 31,2009, BRIM’s general partner interest in the Partnership was valued at$2,846,697.

 

(c)           Identification of Certain Significant Employees:

 

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) Beneficial Ownership ReportingCompliance:

 

Not applicable.

 

(i)            Code of Ethics:

 

BRIM has adopted acode of ethics, as of the end of the period covered by this report, which appliesto the Partnership’s principal executive officer, principal financial officerand persons performing similar functions. A copy of the code of ethics is available upon request by calling609-282-6996.

 

(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.

 

50

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

 

(a)           Securities Authorized for Issuance Under EquityCompensation Plans:

 

None.

 

(b)           Security Ownership of Certain Beneficial Owners:

 

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, 2009, BRIM holdings were$2,846,697, which was approximately 1.03 % of the December 31, 2009 netasset value.

 

(d)           Changes in Control:

 

None.

 

**Item 13: Certain Relationships and RelatedTransactions, 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 2009, the Partnership expensed:  (i) Sponsor fees of $2,833,553 to BRIM; (ii) Clearingcosts of $258,081 to MLPF&S; (iii) Distribution fees of $6,767,790 toBRIM and (iv) Administrator fees for transfer agency services of $535,000to PNC and (v) Printing fees of $200,000 to PNC and (vi) Custody feesfor custodian services of $10,090 to PFPC Trust.  In addition, BRIM and Merrill Lynch and itsaffiliates may have derived certain economic benefits from possession of thePartnership’s assets, as well as 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, NUSA, JPMFI, UBS and SS&C are affiliates of BRIMor Merrill Lynch.  BRIM negotiated withthe Trading Advisors over the level of their Management Fees and Profit Shares.  However, none of the fees paid by thePartnership to any BRIM or Merrill Lynch party were negotiated, and they arelikely 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.

 

51

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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: Principal Accountant 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, 2009 were$155,000.  Aggregate fees for theseservices for the year ended December 31, 2008 were $129,000.

 

2)     Audit-RelatedFees

 

There were noother audit-related fees for the years ended December 31, 2009 or 2008related 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 the yearended December 31, 2009 were $235,000. Aggregate fees for these servicesfor the Partnership for the year ended December 31, 2008 were $235,000.

 

4)     AllOther Fees

 

No fees were paidto Deloitte & Touche LLP, Deloitte Tax LLP or any member firms of DeloitteTouche Tohmatsu and their respective affiliates during the years ended December 31,2009 or 2008 for any other professional services in relation to thePartnership.

 

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.

 

52

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**PART IV**

 

**Item 15: Exhibits and Financial StatementSchedules**

 

1.             Financial Statements (found in Exhibit 13.01):

 
| ** ** | ** **                                                               | **Page** |
|------------|--------------------------------------------------------------------------|----------|
|       |                                                                     |     |
|       | Report of  Independent Registered Public Accounting Firm                 | 1        |
|       |                                                                     |     |
|       | Statements of  Financial Condition as of December 31, 2009 and 2008 | 2        |
|       |                                                                     |     |
|       | For the years  ended December 31, 2009, 2008 and 2007:              |     |
|       |                                                                     |     |
|       | Statements of  Operations                                                | 3        |
|       |                                                                     |     |
|       | Statements of  Changes in Partners’ Capital                         | 4        |
|       |                                                                     |     |
|       | Financial Data  Highlights                                               | 5-7      |
|       |                                                                     |     |
|       | Notes to  Financial Statements                                           | 8-18     |

 

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 of Regulation 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.                                                                                                                                                                                              |
|                    |       |                                                                                                                                                                                                                                                                                                    |

 

53

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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.      |
|                   |   |                                                                                                                                                                      |
| 10.01(e):              |   | Advisory  Agreement between the Partnership, BRIM and Alamo Global Horizons, LLC, dated  [March 2010]*                                                               |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(e): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(f):              |   | Advisory  Agreement between the Partnership, BRIM and Boolean Global Horizons, LLC,  dated [March 2010].*                                                            |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(f): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(g):              |   | Advisory  Agreement between the Partnership, BRIM and Breakout Global Horizons, LLC,  dated [March 2010].*                                                           |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(g): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(h):              |   | Advisory  Agreement between the Partnership, BRIM and Cambridge Global Horizons, LLC,  dated [March 2010].*                                                          |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(h): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(i):              |   | Advisory  Agreement between the Partnership, BRIM and Colby Global Horizons, LLC, dated  [March 2010].*                                                              |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(i): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(j):              |   | Advisory  Agreement between the Partnership, BRIM and Mapleleaf Global Horizons, LLC,  dated [March 2010].*                                                          |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(j): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(k):              |   | Advisory  Agreement between the Partnership, BRIM and Nets Global Horizons, LLC, dated  [March 2010].*                                                               |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(k): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(l):              |   | Advisory  Agreement between the Partnership, BRIM and Orion Global Horizons, LLC, dated  [March 2010].*                                                              |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(l): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(m):              |   | Advisory  Agreement between the Partnership, BRIM and Prospect Global Horizons, LLC,  dated [March 2010].*                                                           |
|                   |   |                                                                                                                                                                      |
| Exhibit 10.01(m): |   | Is filed  herewith.                                                                                                                                                       |
|                   |   |                                                                                                                                                                      |
| 10.01(n):              |   | Advisory Agreement  between the Partnership, BRIM and Quantum Global Horizons, LLC, dated  [March 2010].*                                                            |

 

54

----

 
| Exhibit 10.01(n):         |   | Is filed  herewith.                                                                                                                                                                                                                                  |
|--------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |                                                                                                                                                                                                                                                 |
| 10.01(o):                      |   | Advisory  Agreement between the Partnership, BRIM and Warrior Global Horizons, LLC,  dated [March 2010].*                                                                                                                                       |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.01(o):         |   | Is filed  herewith.                                                                                                                                                                                                                                  |
|                           |   |                                                                                                                                                                                                                                                 |
| 10.02                          |   | Form of  Consulting Agreement between each Trading Advisor, the Partnership and  Merrill Lynch Futures Inc.                                                                                                                                     |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.02:            |   | Is incorporated  herein by reference from Exhibit 10.02 contained in the Registrant’s  Registration Statement.                                                                                                                             |
|                           |   |                                                                                                                                                                                                                                                 |
| 10.03                          |   | Form of  Customer Agreement between the Partnership and MLPF&S or NUSA.                                                                                                                                                                     |
|                           |   |                                                                                                                                                                                                                                                 |
| 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.                                                                                                                       |
|                           |   |                                                                                                                                                                                                                                                 |
| 10.07                          |   | Form of  Advisory and Consulting Agreement Amendment among Merrill Lynch Investment  Partners Inc., each Trading Advisor, the Partnership and Merrill Lynch  Futures Inc.                                                                       |
|                           |   |                                                                                                                                                                                                                                                 |
| Exhibit 10.07:            |   | Is incorporated  herein by reference from Exhibit 10.07 contained in the Registrant’s  report on Form 10-K for the year ended December 31, 1996.                                                                                 |
|                           |   |                                                                                                                                                                                                                                                 |
| 13.01                          |   | 2009 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.                                                                                                                                                                                                                                 |

 

55

----

 

----

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

 

56

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized on March 31,2009.

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

 

 

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

 

 
| Date:  March 31, 2010 | By     | /s/  EDWARD RZESZOWSKI         |
|----------------------------|--------|--------------------------------|
|                       |   | Edward  Rzeszowski             |
|                       |   | (Principal  Executive Officer) |
|                       |   |
|                       |   |
| Date:  March 31, 2010 | By     | /s/  MICHAEL L. PUNGELLO       |
|                       |   | Michael  L. Pungello           |
|                       |   | (Chief Financial Officer)      |

 

57

----

 

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

 

2009 FORM 10-K

 

INDEX TO EXHIBITS

 
| **Exhibit**              |   |                                                                                                            |
|--------------------------|--------|-----------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                            |
| 10.01(e):                |   | Advisory  Agreement between the Partnership, BRIM and Alamo Global Horizons, LLC, dated  [March 2010]      |
|                     |   |                                                                                                            |
| 10.01(f):                |   | Advisory  Agreement between the Partnership, BRIM and Boolean Global Horizons, LLC,  dated [March 2010].   |
|                     |   |                                                                                                            |
| 10.01(g):                |   | Advisory  Agreement between the Partnership, BRIM and Breakout Global Horizons, LLC,  dated [March 2010].  |
|                     |   |                                                                                                            |
| 10.01(h):                |   | Advisory  Agreement between the Partnership, BRIM and Cambridge Global Horizons, LLC,  dated [March 2010]. |
|                     |   |                                                                                                            |
| 10.01(i):                |   | Advisory  Agreement between the Partnership, BRIM and Colby Global Horizons, LLC, dated  [March 2010].     |
|                     |   |                                                                                                            |
| 10.01(j):                |   | Advisory  Agreement between the Partnership, BRIM and Mapleleaf Global Horizons, LLC,  dated [March 2010]. |
|                     |   |                                                                                                            |
| 10.01(k):                |   | Advisory  Agreement between the Partnership, BRIM and Nets Global Horizons, LLC, dated  [March 2010].      |
|                     |   |                                                                                                            |
| 10.01(l):                |   | Advisory  Agreement between the Partnership, BRIM and Orion Global Horizons, LLC, dated  [March 2010].     |
|                     |   |                                                                                                            |
| 10.01(m):                |   | Advisory  Agreement between the Partnership, BRIM and Prospect Global Horizons, LLC,  dated [March 2010].  |
|                     |   |                                                                                                            |
| 10.01(n):                |   | Advisory Agreement  between the Partnership, BRIM and Quantum Global Horizons, LLC, dated  [March 2010].   |
|                     |   |                                                                                                            |
| 10.01(o):                |   | Advisory  Agreement between the Partnership, BRIM and Warrior Global Horizons, LLC,  dated [March 2010].   |
|                     |   |                                                                                                            |
| Exhibit 13.01       |   | 2009 Annual  Report and Report of Independent Registered Public Accounting Firm                                 |
|                     |   |                                                                                                            |
| Exhibit 31.01  and 31.02 |   | Rule  13a-14(a)/15d-14(a) Certifications                                                                        |
|                     |   |                                                                                                            |
| Exhibit 32.01  and 32.02 |   | Sections 1350  Certifications                                                                              |

 

 

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