**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

**(Mark One)**

 

**x****           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended March 31, 2011**

 

**OR**

 

**o****              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                  to                **

 

**Commission File Number 0-28928**

 

**ML TREND-FOLLOWING FUTURES FUND L.P.**

(Exact Name of Registrant as specified in its charter)

 

| **Delaware**                    | ** ** | **13-3887922**                    |
|---------------------------------|------------|-----------------------------------|
| (State or other jurisdiction of |       | (IRS Employer Identification No.) |
| incorporation or organization)  |       |                              |

 

**c/o Merrill Lynch Alternative Investments LLC**

**Four World Financial Center, 10****th**** Floor**

**250 Vesey Street**

**New York, New York 10080**

(Address of principal executive offices)

(Zip Code)

 

**212-449-3517**

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

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

 

As of March 31, 2011, 1,117,312 units of limited partnership interest were outstanding.

 

 

 

----

 

**ML TREND-FOLLOWING FUTURES FUND L.P.**

 

QUARTERLY REPORT FOR MARCH 31, 2011 ON FORM 10-Q

 
| ** **   | ** **                                                                                   | **PAGE** |
|--------------|----------------------------------------------------------------------------------------------|----------|
|         |                                                                                         |     |
| PART I  |
|         |                                                                                         |     |
| Item   1.    | Financial   Statements                                                                       | 1        |
|         |                                                                                         |     |
| Item   2.    | Management’s   Discussion and Analysis of Financial Condition and Results of Operations | 11       |
|         |                                                                                         |     |
| Item   3.    | Quantitative   and Qualitative Disclosures About Market Risk                                 | 15       |
|         |                                                                                         |     |
| Item   4.    | Controls   and Procedures                                                                    | 22       |
|         |                                                                                         |     |
| PART II |
|         |                                                                                         |     |
| Item   1.    | Legal   Proceedings                                                                          | 22       |
|         |                                                                                         |     |
| Item   1A.   | Risk   Factor                                                                                | 22       |
|         |                                                                                         |     |
| Item   2.    | Unregistered   Sales of Securities and Use of Proceeds                                       | 23       |
|         |                                                                                         |     |
| Item   3.    | Defaults   Upon Senior Securities                                                            | 23       |
|         |                                                                                         |     |
| Item   4.    | (Removed   and Reserved)                                                                     | 23       |
|         |                                                                                         |     |
| Item   5.    | Other   Information                                                                          | 23       |
|         |                                                                                         |     |
| Item   6.    | Exhibits                                                                                     | 23       |

 

----

 

PART I - FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

ML TREND-FOLLOWING FUTURES FUND L.P.

(a Delaware Limited Partnership)

 

STATEMENTS OF FINANCIAL CONDITION

(unaudited)

 
| ** **                                                                                   | ** ** | **March 31,** | ** **  | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------|------------|--------------------|-------------|-----------------------|------------|
| ** **                                                                                   | ** ** | **2011**           | ** **  | **2010**              | ** ** |
|                                                                                         |       |               |        |                  |       |
| **ASSETS:**                                                                                  |       |               |        |                  |       |
| Cash and cash equivalents                                                                    |       | $                  | 309,375     |                  | $          | 310,535 |   |
| Investments in Portfolio Funds (cost $166,091,734   for 2011 and cost $177,007,802 for 2010) |       | 213,212,805        |        | 227,833,196           |       |
| Due from Portfolio Funds                                                                     |       | 5,261,287          |        | 2,958,005             |       |
| Accrued interest receivable                                                                  |       | 41                 |        | 81                    |       |
| **TOTAL ASSETS**                                                                             |       | $                  | 218,783,508 |                  | $          | 231,101,817 |   |
|                                                                                         |       |               |        |                  |       |
| **LIABILITIES AND PARTNERS’ CAPITAL**                                                   |       |               |        |                  |       |
| **LIABILITIES:**                                                                             |       |               |        |                  |       |
| Wrap fee payable                                                                             |       | $                  | 729,278     |                  | $          | 770,339 |   |
| Redemptions payable                                                                          |       | 4,993,367          |        | 2,781,701             |       |
|                                                                                         |       |               |        |                  |       |
| Total liabilities                                                                            |       | 5,722,645          |        | 3,552,040             |       |
|                                                                                         |       |               |        |                  |       |
| **PARTNERS’ CAPITAL:**                                                                  |       |               |        |                  |       |
| General Partner (41,734 Units and 41,734 Units)                                              |       | 7,958,281          |        | 8,063,381             |       |
| Limited Partners (1,075,578 Units and 1,135,971   Units)                                     |       | 205,102,582        |        | 219,486,396           |       |
|                                                                                         |       |               |        |                  |       |
| Total partners’ capital                                                                 |       | 213,060,863        |        | 227,549,777           |       |
|                                                                                         |       |               |        |                  |       |
| **TOTAL LIABILITIES AND PARTNERS’   CAPITAL:**                                          |       | $                  | 218,783,508 |                  | $          | 231,101,817 |   |
|                                                                                         |       |               |        |                  |       |
| **NET ASSET VALUE PER UNIT**                                                                 |       |               |        |                  |       |
| (Based on 1,117,312 and 1,177,705 Units   outstanding; unlimited Units authorized)           |       | $                  | 190.6906    |                  | $          | 193.2146 |   |

 

See notes to financial statements.

 

1

----

 

ML TREND-FOLLOWING FUTURES FUND L.P.

(a Delaware Limited Partnership)

STATEMENTS OF OPERATIONS

(unaudited)

 
| ** **                                                                         | ** ** | **For the three** | ** ** | **For the three** | ** ** |
|------------------------------------------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
| ** **                                                                         | ** ** | **months ended**       | ** ** | **months ended**       | ** ** |
| ** **                                                                         | ** ** | **March 31,**          | ** ** | **March 31,**          | ** ** |
| ** **                                                                         | ** ** | **2011**                    | ** ** | **2010**                    | ** ** |
| **TRADING PROFIT (LOSS):**                                               |       |                        |       |                        |       |
|                                                                               |       |                        |       |                        |       |
| Realized, net                                                                      |       | $                           | 3,046,592  |                        | $          | 9,246,023 |   |
| Change in unrealized, net                                                          |       | (3,704,323                  | )          | 3,658,238                   |       |
| Total trading profit (loss)                                                        |       | (657,731                    | )          | 12,904,261                  |       |
|                                                                               |       |                        |       |                        |       |
| **INVESTMENT INCOME:**                                                             | ** ** | ** **                  |       | ** **                  |       |
| Interest                                                                           |       | 183                         |       | 226                         |       |
|                                                                               |       |                        |       |                        |       |
| **EXPENSES:**                                                                      | ** ** | ** **                  |       | ** **                  |       |
| Wrap fee                                                                           |       | 2,240,415                   |       | 2,487,465                   |       |
| Administrative and filing fees                                                     |       | —                      |       | 13,710                      |       |
| Total expenses                                                                     |       | 2,240,415                   |       | 2,501,175                   |       |
|                                                                               |       |                        |       |                        |       |
| **NET INVESTMENT (INCOME) LOSS**                                                   |       | (2,240,232                  | )          | (2,500,949                  | )          |
|                                                                               |       |                        |       |                        |       |
| **NET PROFIT (LOSS)**                                                              |       | $                           | (2,897,963 | )                           | $          | 10,403,312 |   |
|                                                                               |       |                        |       |                        |       |
| **NET PROFIT (LOSS) PER UNIT:**                                                    |       |                        |       | ** **                  |       |
| Weighted average number of General Partner and   Limited Partner Units outstanding |       | $                           | 1,163,278  |                        | 1,413,283  |   |
| ** **                                                                         | ** ** | ** **                  | ** ** | ** **                  | ** ** |
| Net income(loss) per weighted average General   Partner and Limited Partner Unit   |       | $                           | (2.49      | )                           | $          | 7.36 |   |

 

See notes to financial statements.

 

2

----

 

ML TREND-FOLLOWING FUTURES FUND L.P.

(a Delaware Limited Partnership)

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the three months ended March 31, 2011 and 2010

(unaudited)

 
| ** **                                     | ** ** | **Units** | ** ** | **General   Partner** | ** ** | **Limited   Partners** | ** ** | **Total**   | ** ** |
|------------------------------------------------|------------|-----------|------------|-----------------------|------------|------------------------|------------|-------------|------------|
|                                           |       |      |       |                  |       |                   |       |        |       |
| PARTNERS’ CAPITAL, December 31, 2009 |       | 1,432,093 |       | $                     | 7,341,338  |                   | $          | 244,582,579 |       | $ | 251,923,917 |   |
|                                           |       |      |       |                  |       |                   |       |        |       |
| Subscriptions                                  |       | 9,827     |       | —                |       | 1,705,335              |       | 1,705,335   |       |
|                                           |       |      |       |                  |       |                   |       |        |       |
| Net Profit (Loss)                              |       | —    |       | 317,388               |       | 10,085,924             |       | 10,403,312  |       |
|                                           |       |      |       |                  |       |                   |       |        |       |
| Redemptions                                    |       | (83,196   | )          | —                |       | (14,681,892            | )          | (14,681,892 | )          |
|                                           |       |      |       |                  |       |                   |       |        |       |
| PARTNERS’ CAPITAL, March 31, 2010    |       | 1,358,724 |       | $                     | 7,658,726  |                   | $          | 241,691,946 |       | $ | 249,350,672 |   |
|                                           |       |      |       |                  |       |                   |       |        |       |
| PARTNERS’ CAPITAL, December 31, 2010 |       | 1,177,705 |       | $                     | 8,063,381  |                   | $          | 219,486,396 |       | $ | 227,549,777 |   |
|                                           |       |      |       |                  |       |                   |       |        |       |
| Subscriptions                                  |       | 7,568     |       | —                |       | 1,459,151              |       | 1,459,151   |       |
|                                           |       |      |       |                  |       |                   |       |        |       |
| Net Profit (Loss)                              |       | —    |       | (105,100              | )          | (2,792,863             | )          | (2,897,963  | )          |
|                                           |       |      |       |                  |       |                   |       |        |       |
| Redemptions                                    |       | (67,961   | )          | —                |       | (13,050,102            | )          | (13,050,102 | )          |
|                                           |       |      |       |                  |       |                   |       |        |       |
| PARTNERS’ CAPITAL, March 31, 2011    |       | 1,117,312 |       | $                     | 7,958,281  |                   | $          | 205,102,582 |       | $ | 213,060,863 |   |

 

See notes to financial statements.

 

3

----

 

ML TREND-FOLLOWING FUTURES FUND L.P.

(A Delaware Limited Partnership)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE THREE MONTHS ENDED MARCH 31, 2011 (unaudited)

 

The following per Unit data and ratios have been derived from information provided in the financial statements.

 
| ** **                                                        | ** ** | **Three months ended** | ** ** | **Three months ended** | ** ** |
|-------------------------------------------------------------------|------------|----------------------------------|------------|----------------------------------|------------|
| **Per Unit Operating Performance:**                | ** ** | **March 31, 2011**     | ** ** | **March 31, 2010**     | ** ** |
| Net asset value, beginning of period                              |       | $                                | 193.21     |                             | $          | 175.91 |   |
|                                                              |       |                             |       |                             |       |
| Net Realized and net unrealized change in trading   profit (loss) |       | (0.60                            | )          | 9.38                             |       |
| Expenses (1)                                                      |       | (1.92                            | )          | (1.77                            | )          |
|                                                              |       |                             |       |                             |       |
| Net asset value, end of period                                    |       | $                                | 190.69     |                             | $          | 183.52 |   |
|                                                              |       |                             |       |                             |       |
| **Total Return: (3)**                                             |       |                             |       |                             |       |
|                                                              |       |                             |       |                             |       |
| Total return                                                      |       | -1.31                            | %          | 4.32                             | %          |
|                                                              |       |                             |       |                             |       |
| **Ratios to Average Net Assets:   (1),(2)**                       |       |                             |       |                             |       |
|                                                              |       |                             |       |                             |       |
| Expenses                                                          |       | 1.00                             | %          | 1.02                             | %          |
|                                                              |       |                             |       |                             |       |
| Net investment profit (loss)                                      |       | -1.27                            | %          | 4.49                             | %          |

 

----

(1) Includes the impact of brokerage commission expense.

(2) The ratios do not reflect the proportionate share of income and expense of the Portfolio Funds.

(3) The total return calculations are based on compounded monthly returns and are calculated for each class taken as a whole. An individual partners’ return may vary from these returns based on timing of capital transactions.

 

See notes to financial statements.

 

4

----

 

ML TREND-FOLLOWING FUTURES FUND L.P.

(a Delaware Limited Partnership)

 

NOTES TO FINANCIAL STATEMENTS

(unaudited)

 

1.               SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

ML Trend-Following Futures Fund L.P. (the “Partnership”) formerly known as ML JWH Strategic Allocation Fund L.P was organized under the Delaware Revised Uniform Limited Partnership Act on December 11, 1995 and commenced trading on July 15, 1996.  The Partnership operates as a “fund of funds”, allocating and reallocating its capital, under the discretion of Merrill Lynch Alternative Investments LLC (“MLAI”) the general partner of the Partnership, among five underlying FuturesAccess Funds (each a “Portfolio Fund” and collectively the “Portfolio Funds”) (See Note 2).

 

MLAI, the sponsor (“Sponsor”) and general partner of the Partnership, is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”).  Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly-owned subsidiary of Merrill Lynch, is the Partnership’s commodity broker. As used herein, the capitalized term “MLAI” also refers to the general partner at times when its name was MLIM Alternative Strategies LLC, as applicable. Merrill Lynch is a wholly-owned subsidiary of Bank of America Corporation.

 

Interests in the Partnership are not insured or otherwise protected by the Federal Deposit Insurance Corporation or any other government authority.  Interests are not deposits or other obligations of, and are not guaranteed by, Bank of America Corporation or any of its affiliates or by any bank.  Interests are subject to investment risks, including the possible loss of the full amount invested.

 

In the opinion of management, these interim financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of the Partnership as of March 31, 2011 and the results of its operations for the three months ended March 31, 2011  and 2010. However, the operating results for the interim periods may not be indicative of the results for the full year.

 

Certain information and footnote disclosures normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2010.

 

Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and such differences could be material.

 

5

----

 

2.               INVESTMENTS IN PORTFOLIO FUNDS

 

The five funds (each a “Portfolio Fund” and collectively “Portfolio Funds”) in which the Partnership is invested in as of March 31, 2011 are; ML Aspect FuturesAccess LLC (“Aspect”), ML BlueTrend FuturesAccess LLC (“BlueTrend”), MAN AHL FuturesAccess LLC (“MAN”), ML Transtrend DTP Enhanced FuturesAccess LLC (“Transtrend”) and ML Winton FuturesAccess LLC (“Winton”). On August 2, 2010 MAN was added to the Portfolio Funds. MLAI may, in its discretion, change Portfolio Funds at any time. MLAI may vary the percentage of the Partnership’s total portfolio allocated to the different Portfolio Funds at MLAI’s discretion. There is no pre-established range for the minimum and maximum allocations that may be made to any given Portfolio Funds.

 

The investment transactions were accounted for on a trade date basis. The investments in the Portfolio Funds were valued at fair value and are reflected in the Statements of Financial Condition. In determining fair value, MLAI utilized the net asset value of the underlying Portfolio Funds which approximates fair value. The fair value was net of all fees relating to the Portfolio Funds, paid or accrued. Additionally, MLAI monitored the performance of the Portfolio Funds. Such monitoring procedures included, but were not limited to: monitoring market movements in Portfolio Funds’ investments, comparing performance to industry benchmarks, and in-depth conference calls and site visits with the Portfolio Funds’ Managers.

 

The Investment in Portfolio Funds at and for the period ended March 31, 2011 and at and for the year ended December 31, 2010 are as follows:

 

**March 31, 2011**

 
| ** **                                          | ** ** | **Fair Value** | ** **  | **Percentage of   Partners’ Capital** | ** ** | **Profit (Loss)** | ** ** | **Cost @ 3/31/11** | ** ** | **Management   Fee** | ** **  | **Performance   Fee** | ** ** | **Redemptions   Permitted** | ** ** |
|-----------------------------------------------------|------------|---------------------|-------------|------------------------------------------------------|------------|------------------------|------------|------------------------------|------------|----------------------|-------------|-----------------------|------------|-----------------------------|------------|
| ML   Winton FuturesAccess LLC                       |       | $                   | 42,642,561  |                                                 | 20.01      | %                      | $          | 746,922                      |       | $                    | 28,362,754  |                  | $          | (169,443                    | )          | $ | — |   | Monthly |   |
| ML   Aspect FuturesAccess LLC                       |       | 42,642,561          |        | 20.01                                                | %          | 223,490                |       | 30,718,487                   |       | (168,640             | )           | —                |       | Monthly                     |       |
| ML   Transtrend DTP Enhanced FuturesAccess LLC      |       | 42,642,561          |        | 20.01                                                | %          | (308,231               | )          | 28,455,469                   |       | (112,008             | )           | —                |       | Monthly                     |       |
| ML   Bluetrend FuturesAccess LLC                    |       | 42,642,561          |        | 20.01                                                | %          | 1,462,164              |       | 35,326,226                   |       | (114,280             | )           | —                |       | Monthly                     |       |
| ML   Man AHL FuturesAccess LLC                      |       | 42,642,561          |        | 20.01                                                | %          | (2,782,076             | )          | 43,228,798                   |       | (109,748             | )           | —                |       | Monthly                     |       |
|                                                |       |                |        |                                                 |       |                   |       |                         |       |                 |        |                  |       |                        |       |
| Total   Investment in Portfolio Funds at fair value |       | $                   | 213,212,805 |                                                 | 100.05     | %                      | $          | (657,731                     | )          | $                    | 166,091,734 |                  | $          | (674,119                    | )          | $ | — |   |   |   |

 

**December 31, 2010**

 
| ** **                                          | ** ** | **Fair Value** | ** **  | **Percentage of   Partners’ Capital** | ** ** | **Profit (Loss)** | ** ** | **Cost @ 12/31/10** | ** ** | **Management   Fee** | ** **  | **Performance   Fee** | ** ** | **Redemptions   Permitted** | ** ** |
|-----------------------------------------------------|------------|---------------------|-------------|------------------------------------------------------|------------|------------------------|------------|-------------------------------|------------|----------------------|-------------|-----------------------|------------|-----------------------------|------------|
| ML   Winton FuturesAccess LLC                       |       | $                   | 45,566,639  |                                                 | 20.02      | %                      | $          | 6,679,492                     |       | $                    | 31,131,698  |                  | $          | (822,385                    | )          | $ | — |   | Monthly |   |
| ML   Aspect FuturesAccess LLC                       |       | 45,566,639          |        | 20.02                                                |       | 7,463,239              |       | 33,112,629                    |       | (822,235             | )           | —                |       | Monthly                     |       |
| ML   Transtrend DTP Enhanced FuturesAccess LLC      |       | 45,566,639          |        | 20.02                                                |       | 8,748,727              |       | 30,230,119                    |       | (548,851             | )           | —                |       | Monthly                     |       |
| ML   Bluetrend FuturesAccess LLC                    |       | 45,566,640          |        | 20.02                                                |       | 7,922,163              |       | 39,168,453                    |       | (507,761             | )           | —                |       | Monthly                     |       |
| ML   Man AHL FuturesAccess LLC                      |       | 45,566,639          |        | 20.02                                                |       | 2,256,117              |       | 43,364,903                    |       | (192,201             | )           | —                |       | Monthly                     |       |
| ML   Chesapeake FuturesAccess LLC*                  |       | —              |        | 0.00                                                 |       | (1,787,343             | )          | —                        |       | (51,094              | )           | —                |       | Monthly                     |       |
|                                                |       |                |        |                                                 |       |                   |       |                          |       |                 |        |                  |       |                        |       |
| Total   Investment in Portfolio Funds at fair value |       | $                   | 227,833,196 |                                                 | 100.10     | %                      | $          | 31,282,395                    |       | $                    | 177,007,802 |                  | $          | (2,944,527                  | )          | $ | — |   |   |   |

 

----

* Liquidated as of January 31, 2010.

 

6

----

 

These investments are recorded at fair value. In accordance with Regulation S-X, the following is summarized financial information for each of the Portfolio Funds which require disclosure.

 
| ** ** | ** ** | **As of March 31, 2011** | ** **    |
|------------|------------|----------------------------------------------|---------------|
| ** ** | ** ** | **Total Assets**                        | ** **    | **Total Liabilities** | ** ** | **Total Capital** | ** ** |
| Winton     |       | $                                            | 973,808,211   |   | $ | 21,731,355 |   | $ | 952,076,856 |   |
| Aspect     |       | 298,663,851                                  |          | 15,135,849 |   | 283,528,002 |   |
| Transtrend |       | 262,577,341                                  |          | 2,204,077 |   | 260,373,264 |   |
| Bluetrend  |       | 277,427,741                                  |          | 8,240,125 |   | 269,187,616 |   |
| Man AHL    |       | 52,182,007                                   |          | 1,833,473 |   | 50,348,534 |   |
|       |       |                                         |          |   |   |   |   |
| Total      |       | $                                            | 1,864,659,151 |   | $ | 49,144,879 |   | $ | 1,815,514,272 |   |

 
| ** ** | ** ** | **As of December 31, 2010** | ** **    |
|------------|------------|-------------------------------------------------|---------------|
| ** ** | ** ** | **Total Assets**                           | ** **    | **Total Liabilities** | ** ** | **Total Capital** | ** ** |
| Winton     |       | $                                               | 917,058,733   |   | $ | 19,588,425 |   | $ | 897,470,308 |   |
| Aspect     |       | 287,826,784                                     |          | 6,395,411 |   | 281,431,373 |   |
| Transtrend |       | 258,918,312                                     |          | 2,958,512 |   | 255,959,800 |   |
| Bluetrend  |       | 278,017,566                                     |          | 16,683,618 |   | 261,333,948 |   |
| Man AHL    |       | 54,869,253                                      |          | 5,140,402 |   | 49,728,851 |   |
|       |       |                                            |          |   |   |   |   |
| Total      |       | $                                               | 1,796,690,648 |   | $ | 50,766,368 |   | $ | 1,745,924,280 |   |

 
| ** ** | ** ** | **For the three months ended March 31, 2011** | ** ** |
|------------|------------|----------------------------------------------------------------------------------|------------|
| ** ** | ** ** | ** **                                                                       | ** ** | ** ** | ** ** | ** ** | ** ** | **Net** | ** ** |
| ** ** | ** ** | **Income (Loss)**                                                           | ** ** | **Commissions** | ** ** | **Other** | ** ** | **Income (Loss)** | ** ** |
| Winton     |       | $                                                                                | 1,076,819  |   | $ | (11,466 | ) | $ | (318,431 | ) | $ | 746,922 |   |
| Aspect     |       | 480,595                                                                          |       | (24,692 | ) | (232,413 | ) | 223,490 |   |
| Transtrend |       | (99,635                                                                          | )          | (51,304 | ) | (157,292 | ) | (308,231 | ) |
| Bluetrend  |       | 2,134,869                                                                        |       | (40,490 | ) | (632,215 | ) | 1,462,164 |   |
| Man AHL    |       | (2,466,625                                                                       | )          | (126,472 | ) | (188,979 | ) | (2,782,076 | ) |
|       |       |                                                                             |       |   |   |   |   |   |   |
| Total      |       | $                                                                                | 1,126,023  |   | $ | (254,424 | ) | $ | (1,529,330 | ) | $ | (657,731 | ) |

 
| ** **  | ** ** | **For the three months ended March 31, 2010** | ** ** |
|-------------|------------|----------------------------------------------------------------------------------|------------|
| ** **  | ** ** | ** **                                                                       | ** ** | ** ** | ** ** | ** ** | ** ** | **Net** | ** ** |
| ** **  | ** ** | **Income (Loss)**                                                           | ** ** | **Commissions** | ** ** | **Other** | ** ** | **Income (Loss)** | ** ** |
| Winton      |       | $                                                                                | 2,864,052  |   | $ | (17,083 | ) | $ | (252,888 | ) | $ | 2,594,081 |   |
| Aspect      |       | 2,515,578                                                                        |       | (30,500 | ) | (267,662 | ) | 2,217,416 |   |
| Transtrend  |       | 4,523,722                                                                        |       | (104,654 | ) | (190,554 | ) | 4,228,514 |   |
| Chesapeake* |       | (1,716,301                                                                       | )          | (5,817 | ) | (65,225 | ) | (1,787,343 | ) |
| Bluetrend   |       | 7,398,688                                                                        |       | (49,752 | ) | (1,697,343 | ) | 5,651,593 |   |
|        |       |                                                                             |       |   |   |   |   |   |   |
| Total       |       | $                                                                                | 15,585,739 |   | $ | (207,806 | ) | $ | (2,473,672 | ) | $ | 12,904,261 |   |

 

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* Liquidated as of January 31, 2010.

 

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3.               FAIR VALUE OF INVESTMENTS

 

The Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Codification (“ASC”) which provides authoritative guidance on fair value measurement. This guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at measurement date (i.e. the exit price). Purchase and sale of investments is recorded on a trade date basis. Realized gains and losses on investments is recognized when the investments are sold. Any change in net unrealized gain or loss from the preceding period is reported on the Statements of Operations.

 

The fair value measurement guidance established a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 

Level I — Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by the fair market value measurement guidance, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.

 

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of generally accepted and understood models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.

 

Level III — Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

 

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. MLAI’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

 

Following is a description of the valuation methodologies used for investments, as well as the general classification of such investments pursuant to the valuation hierarchy.

 

Investments in Portfolio Funds are valued using the net asset value reported by the Portfolio Funds, as a practical expedient which management believes approximates fair value. These net asset values are the prices used to execute trades with these Portfolio Funds.

 

Although there are monthly transactions in these Portfolio Funds interests, the Net Asset Value’s (“NAV”) are materially based on portfolios of Level I and Level II assets and liabilities for which the Partnership has transparency. As such the Partnership determined that its investments in these Portfolio Funds in this case, would be classified as Level II.

 

8

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The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels as of March 31, 2011 and December 31, 2010:

 
| **Investment in**   | ** ** | ** ** | ** **  | ** **       | ** ** | ** **        | ** ** | ** **         | ** **  |
|--------------------------|------------|------------|-------------|------------------|------------|-------------------|------------|--------------------|-------------|
| **Portfolio Funds** | ** ** | **Total**  | ** **  | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** **  |
|                     |       |       |        |             |       |              |       |               |        |
| March 31, 2011           |       | $          | 213,212,805 |             | $          | —            |       | $                  | 213,212,805 |   | $ | — |   |
| December 31, 2010        |       | $          | 227,833,196 |             | $          | —            |       | $                  | 227,833,196 |   | $ | — |   |

 

There were no significant transfers to or from Level I or II during the quarter ended March 31, 2011.

 

4.               MARKET, CREDIT AND CONCENTRATION RISKS

 

The nature of this Partnership has certain risks, which cannot be presented on the financial statements. Additionally, the Partnership invests in the Portfolio Funds which have similar market risk as mentioned below. The following summarizes some of those risks.

 

Market Risk

 

Derivative instruments involve varying degrees of market risk.  Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Portfolio Funds’ Net unrealized profit (loss) on such derivative instruments as reflected in the Portfolio Funds’ Statements of Financial Condition.  The Portfolio Funds’ exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Portfolio Funds as well as the volatility and liquidity of the markets in which the derivative instruments are traded. Investments in foreign markets may also entail legal and political risks.

 

MLAI has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily on monitoring the trading of the Portfolio Funds, calculating the Net Asset Value of the Partnership and the Portfolio Funds as of the close of business on each day and reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the markets to hedge or diversify the Portfolio Funds’ market exposure, MLAI may urge the respective trading advisors to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk control procedures will consist of the ongoing process of advisor monitoring, with the market risk controls being applied by respective trading advisors.

 

Credit Risk

 

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange.  In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties.  Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets.

 

The credit risk associated with these instruments from counterparty nonperformance is the net unrealized profit on open contracts, if any, included in the Portfolio Funds’ Statements of Financial Condition. The Portfolio Funds attempt to mitigate this risk by dealing exclusively with Merrill Lynch entities as clearing brokers.

 

The Portfolio Funds, in their normal course of business, enter into various contracts, with Merrill Lynch Pierce Fenner & Smith Inc. (“MLPF&S”) acting as their commodity broker.  Pursuant to the brokerage arrangement

 

9

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with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in Net unrealized profit (loss) on open contracts on the Portfolio Funds’ Statements of Financial Condition.

 

Concentration Risk

 

The Partnership’s investments in the Portfolio Funds are subject to the market and credit risk of the Portfolio Funds. Because the majority of the Partnership’s capital is invested in the Portfolio Funds, any changes in the market conditions that would adversely affect the Portfolio Funds could significantly impact the solvency of the Partnership.

 

Indemnifications

 

In the normal course of business, the Partnership has entered, or may in the future enter, into agreements that obligate the Partnership to indemnify third parties, including affiliates of the Partnership, for breach of certain representations and warranties made by the Partnership. No claims have actually been made with respect to such indemnities and any quantification would involve hypothetical claims that have not been made. Based on the Partnership’s experience, MLAI expected the risk of loss to be remote and, therefore, no provision has been recorded.

 

5.               RELATED PARTY TRANSACTIONS

 

Starting in June of 2010, the Partnership entered into a transfer agency and investor services agreement with Financial Data Services, Inc. (the “Transfer Agent”), a related party of Merrill Lynch through MLAI. The agreement calls for a fee to be paid based on the collective net assets of funds managed or sponsored by MLAI with a minimum annual fee of $2,700,000. The fee rate ranges from 0.016% to 0.02% based on aggregate net assets. The fee is payable monthly in arrears. MLAI allocates the Transfer Agent fees to each of the managed/sponsored funds on a monthly basis based on the Partnership’s net assets. The Transfer Agent fee, which was determined at 0.02% of aggregate asset level, allocated to the Partnership for the quarter ended March 31, 2011 are paid on behalf of the Partnership by the Sponsor.

 

6.               SUBSEQUENT EVENTS

 

Management has evaluated the impact of subsequent events on the Partnership and has determined that there were no subsequent events that require adjustments to, or disclosure in, the financial statements.

 

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Item 2:  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The Partnership calculates the Net Asset Value per unit of each class of units as of the close of business on the last business day of each calendar month and such other dates as MLAI may determine in its discretion.  The Partnership’s “Net Asset Value” as of any calculation date will generally equal the value of the Partnership’s investments in the underlying funds as of such date, plus any other assets held by the Partnership, minus accrued brokerage commissions, sponsor’s, management and performance fees, organizational expense amortization and any operating costs and other liabilities of the Partnership. MLAI is authorized to make all Net Asset Value determinations.

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2010       |       | $        | 169.62     |     | $          | 173.32   |       | $ | 183.52 |   |
| 2011       |       | $        | 190.82     |     | $          | 194.34   |       | $ | 190.69 |   |

 

Liquidity and Capital Resources

 

The Partnership does not engage in the sale of goods or services.  The Partnership’s assets are its (i) investment in Funds and (ii) Cash.  Because of the low margin deposits normally required in commodity futures trading relatively small price movements may result in substantial losses to the Partnership.  While substantial losses could lead to a material decrease in liquidity, no such material losses occurred during the first quarter of 2011       .

 

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

 

For the three months ended March 31, 2011 Partnership capital decreased 6.37% from $227,549,777 to $213,060,863.  This decrease was attributable to the net loss from operations of $2,897,963, coupled with the redemption of 67,961 Redeemable Units resulting in an outflow of $13,050,102. The cash outflow was offset with cash inflow of $1,459,151 due to subscription of 7,568 units. Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent months.

 

Critical Accounting Policies

 

Statement of Cash Flows

 

The Partnership is not required to provide a Statement of Cash Flows.

 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  For more information on our treatment of fair value see Note 3, Fair Value of Investments.

 

Investments in other investment companies are valued using the net asset value reported by the investment company. If appropriate, adjustments to the reported net asset value may be made based on various factors, including, but not limited to, the attributes of the interest held, including the rights and obligations, and any restrictions or illiquidity.

 

Where the Partnership believes that quoted market prices are not available or that the market is not active, fair values are estimated by using quoted prices of securities with similar characteristics, pricing models or matrix pricing, observable net asset values and these are generally classified as Level II securities the Partnership determined that its investments in other investment funds would be classified as Level II.

 

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Cash and Cash Equivalents

 

The Partnership considers all highly liquid investments, with a maturity of three months or less when acquired, to be cash equivalents. Cash equivalents were recorded at amortized cost, as provided by the investment manager of the cash equivalent, which approximated fair value (Level II see Note 3).  Cash was held at a nationally recognized financial institution.

 

Interest Rates and Income

 

The Partnership currently earns interest based on the prevailing Fed Funds rate plus a spread for short cash positions and minus a spread for long cash positions. The current short term interest rates have remained extremely low when compared with historical rates and thus has contributed negligible amounts to overall Partnership performance.

 

Income Taxes

 

No provision for income taxes has been made in the accompanying financial statements as each Partner is individually responsible for reporting income or loss based on such Partner’s respective share of the Partnership’s income and expenses as reported for income tax purposes.

 

The Partnership follows the ASC guidance issued for accounting for uncertainty in income taxes.  This guidance provides how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  This guidance also requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.  Tax positions with respect to tax at the partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year.  The General Partner has analyzed the Partnership’s tax positions and has concluded that no provision for income tax is required in the Partnership’s financial statements. The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States — 2007.

 

Results of Operations

 

January 1, 2011 to March 31, 2011

 

The Partnership experienced a net trading loss for the quarter ended March 31, 2011 of $657,731.

 

The Portfolio Funds posted losses to the Partnership at the beginning of the quarter. Going into January the trading advisors had mostly long positions in all four major asset classes (commodities, stock indices, currency, fixed income). Commodities continued to represent the largest risk allocation and the trading advisors had long positions in energies (except natural gas), metals, grains, crops and livestock. The stock indices was the next biggest risk allocation as the trading advisors had long positions in most geographies with the exception of some short positions in the European Stock Market indices. The trading advisors had long positions in commodity and emerging market currencies against short positions in European currencies (Euro, British pound, Swiss franc). In fixed income, exposure was more on the long side at the short end of the curve and more short at the long end of the curve resulting in losses. The energy, equity and agricultural markets continued to move higher resulting from positive economic and earnings news as well as the uncertainty around the unrest in North Africa. Most of the Portfolio Funds benefited from the rise in these sectors due to long positions in those markets while currencies, precious metals and fixed income had pullbacks and volatility. In the Foreign Currency Exchange, commodity and emerging market currencies suffered a reversal while the previously weak European currencies rose due to optimism with respect to debt problems and growth. These moves went directly against the trading advisors positioning and currencies were the worst performing asset class for almost all of the Portfolio Funds. After months of rising prices in gold and silver resulting in profits posted to the Partnership, this sector reversed in January as gold and silver reversed, resulting in losses. Exposures in fixed income had been coming down since September 2010 when yields first began to reverse, but remaining long positions still suffered from the moves in

 

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January. BlueTrend was the best performing trading advisor in January as a result of having much higher risk allocations to the sectors that did not see reversals (namely energies and equity indices). At the other end of the range, Man AHL was the worst performing trading advisor. MAN AHL’s main risk exposures happened to be in Foreign Exchange and fixed income where reversals hit the worst.

 

The Portfolio Funds posted profits to the Partnership in the middle of the quarter. Commodities continued to represent the largest risk allocation in February as the trading advisors had long positions in energies (except natural gas), metals, grains, crops and livestock. Equity indices were the next biggest risk allocation as the trading advisors had long positions in most geographies with the exception of some short positions in European indices. The trading advisors had long positions in all foreign currencies against the U.S. dollar, including European, commodity and emerging market currencies. In fixed income, exposure was more on the long side at the short end of the curve and more balanced at the long end of the curve. The Portfolio Funds as a whole were betting on the risk trade to continue to do well. This trade, characterized by long positions in commodities and equities coupled with a short position in the U.S. dollar had generally done well since late last summer, except for pullbacks in select markets during November and January. The Portfolio Funds were positioned for this trade to continue to do well in February. Market price action in February proved to be quite beneficial to general positioning for the Portfolio Funds. The major market moves were in the sectors of energies, precious metals, foreign currencies and equity indices. In each of these sectors, markets continued to go up, benefiting long positions held by the trading advisors. The moves in energies were primarily linked to unrest in Libya. Geopolitical uncertainty also contributed to precious metals gaining value as well appreciation in the currencies of commodity producing countries. In addition, the U.S. dollar generally lost value against European and emerging market currencies and global equity indices did not seem to be too impacted by problems in North Africa and the Middle East as they generally continued to rise due to positive economic numbers and general optimism. The areas where the Portfolio Funds lost money included fixed income and certain agricultural markets. February saw reversals in select grains and softs markets, which resulted in small losses. In addition, fixed income proved to be difficult as yields were volatile and there were no clear trends. However, losses in these sectors were minimal given low risk allocations which did not detract from performance. BlueTrend was the best performing trading advisor among the Portfolio Funds.  BlueTrend’s positioning favored the energy and equity sectors where trends were among the strongest in January. BlueTrend historically has had a greater risk allocation to these sectors and its attribution from them has been significant. When those sectors trend strongly, BlueTrend is likely to outperform. MAN AHL had the lowest return which was still positive. MAN AHL typically has a bias to fixed income and currencies due to its size, given the liquidity of markets in those asset classes. Both of theses asset classes happened to see weaker trends in February, resulting in underperformance for MAN AHL.

 

The Portfolio Funds posted losses to the Partnership at the end of the quarter. Going into March, the Portfolio Funds had long positions in commodities, equity indices and the Foreign Currency Exchange against the U.S. dollar. The Portfolio Funds were positioned for risk assets to continue to appreciate. In fixed income, the vertical was positioned net long at the short end but net short at the long end of the curve. In addition, there were some short positions in natural gas. This positioning did well initially during March. Continuing troubles in Libya and the Middle East in general put pressure on energy prices, and oil and related markets rose. The Portfolio Funds posted profits to the Partnership in the first week of March. During the second week of March, some reversals began to hit in base metals and agricultural markets, causing losses to long positions held by the trading advisors. Then came the large earthquake in Japan, followed by a tsunami risks of a nuclear meltdown followed. This shock roiled equity markets, with Japanese markets reacting most violently and global markets following suit shortly thereafter. Long positions in global equity indices took a big hit with the trading advisors reducing risk in the asset class quickly given the losses and the spike in volatility. At the end of March, the markets started to come back however, losses were recouped partially given the exposure reductions immediately after the disaster. Overall, most of the trading advisors were profitable in the energy sector, but they suffered large losses in equity indices. The reversals in agriculturals and base metals also resulted in losses to a lesser extent given that these are smaller sectors with lower risk allocations. The trading advisors in the Foreign Currency Exchange as the U.S. dollar continued to slide against the majority of currencies were flat to slightly down in fixed income where a lack of strong trends still hindered performance. The trading advisors with shorter term systems were whipsawed

 

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during the month of March, reducing exposures or taking short positions just as markets were rebounding from the intra month lows. Medium and longer term trading advisors kept more risk on and benefited to a greater extent from the bounce back seen in markets towards the end of the month. Similarly, the trading advisors with larger risk allocations to the energy sector did better, while those who allocated more to equity indices, agriculturals and base metals suffered from the reversals seen in those sectors.

 

Winton was the best performing trading advisors among the Portfolio Funds. Winton targets a lower 10% annualized volatility resulting in lower exposures and risk. During difficult months with reversals and increased volatility, Winton’s losses are typically smaller compared to the other Portfolio Funds. MAN AHL was the worst performing trading advisor. MAN AHL has a greater risk allocation to the more liquid sectors like fixed income, Foreign Exchange and equity indices. These sectors generally suffered from a lack of trends or reversals, resulting in poor performance.

 

January 1, 2010 to March 31, 2010

 

The Partnership experienced a net trading profit of $12,904,261 for the first quarter of 2010.

 

The Portfolio Funds’ long positions in equities, commodities and short positions in the U.S. dollar resulted in profits posted to the Partnership at the beginning of January.  Markets then reversed and losses were posted in each of these asset classes and all gains accumulated through the middle of the month were given back in these various markets.  Fixed income was one asset class where existing positioning were profitable. Long positions in short term interest rate contracts posted gains however, these gains were not enough to offset losses in the three other major asset classes resulting in losses being posted to the Partnership at the end of January.

 

The Portfolio Funds had positive performance in February resulting in profits being posted to the Partnership. Long positions in fixed income drove performance. Yields generally moved lower over the course of the month and the Portfolio Funds benefited from having long exposure to both bonds and short term interest rate contracts. The managers benefited from short positions in European currency exposure due to the Euro and British pound losing value against the U.S. dollar. In other asset classes, some choppiness and a lack of significant trends meant that equity indices and commodities did not have much of an impact on the month’s returns.

 

The Portfolio Funds had positive performance in March resulting in profits being posted to the Partnership. Equity indices drove performance for most Portfolio Funds’ trading advisors. Positioning was firmly on the long side due to the strength of the current up trends in global equity indices. Commodities were also profitable across the board due to long positions in oil and metals and short positions in natural gas and grains. Positioning was spot on in most of these sub sectors. Oil and metals generally rose and natural gas and grains declined in March. Currencies also posted profits to the Partnership. The euro and British pound ended the month down, benefiting short positions in these currencies. On the other hand the Canadian and Australian dollars rose, resulting in profits due to their long positions in these currencies. Fixed income was the only losing asset class. Short term interest rate contracts generally stayed flat, but yields on longer term government bonds rose during the month, causing some losses to long positions in those instruments. Overall, the yield moves were not very large, so losses were contained.

 

The Partnership has no applicable off-balance sheet arrangements or tabular disclosure of contractual obligations of the type described in Items 303(a)(4) and 303(a)(5) of Regulation S-K.

 

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Item 3.   Quantitative and Qualitative Disclosures About Market Risk

 

Introduction

 

The Portfolio Funds are a speculative commodity pools. The market sensitive instruments held by the Portfolio Funds are acquired for speculative trading purposes and all or substantially all of the Portfolio Funds’ assets are subject to the risk of trading loss.  Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

 

Market movements result in frequent changes in the fair market value of the Portfolio Funds’ open positions and, consequently, in their earnings and cash flow.  The Portfolio Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Portfolio Funds’ open positions and the liquidity of the markets in which they trade.

 

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

 

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

 

Quantifying the Partnership’s Trading Value at Risk

 

Quantitative Forward-Looking Statements

 

The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

 

Due to the Partnership’s fund of funds structure, the following statements are related to the Portfolio Funds.

 

Exchange maintenance margin requirements have been used by the Portfolio Funds as the measure of their Value at Risk.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95% to 99% of the one-day time periods included in the historical sample (approximately one year, generally) researched for purposes of establishing margin levels.  The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.  n the case of market sensitive instruments which are not exchange-traded (almost exclusively currencies in the case of the Portfolio Funds), the margin requirements for the equivalent futures positions have been used as Value at Risk.  In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

 

100% positive correlation in the different positions held in each market risk category has been assumed.  Consequently, the margin requirements applicable to the open contracts have been aggregated to determine each trading category’s aggregate Value at Risk.  The diversification effects (which would reduce the Value at Risk

 

15

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estimates) resulting from the fact that the Portfolio Funds’ positions are rarely, if ever, 100% positively correlated have not been reflected.

 

The following information with respect to Value At Risk (VAR) is set forth in respect of the Portfolio Funds separately, rather than for the Partnership on a stand-alone basis.

 

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

 

The following table indicates the average, highest, and lowest trading Value at Risk which is the sum of the individual Portfolio Funds’ tables. The Value at Risk table is also associated with the Partnership’s open positions by market category for the three months ended March 31, 2011 and 2010..

 
| **Aspect   Class DT (3)** | **March   31, 2011** | ** ** |
|---------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 3,951      |               | 0.01       | %                 | $          | 4,144            |       | $ | 3,815 |   |
| Energy                   |       | 1,271,539         |       | 2.87               | %          | 1,333,787         |       | 1,227,748        |       |
| Interest Rates           |       | 11,452            |       | 0.03               | %          | 12,012            |       | 11,057           |       |
| Metals                   |       | 120,997           |       | 0.27               | %          | 126,921           |       | 116,830          |       |
| Stock Indices            |       | 555,147           |       | 1.25               | %          | 582,325           |       | 536,028          |       |
| Currencies               |       | 704,880           |       | 1.59               | %          | 739,388           |       | 680,605          |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 2,667,966  |               | 6.02       | %                 | $          | 2,798,577        |       | $ | 2,576,083 |   |

 

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(3) Average Capitalization of Aspect Class DT is $44,253,262.

 
| **Aspect   Class DT (3)** | **March   31, 2010** | ** ** |
|---------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 412,873    |               | 0.67       | %                 | $          | 464,297          |       | $ | 335,831 |   |
| Energy                   |       | 827,725           |       | 1.35               | %          | 930,819           |       | 673,271          |       |
| Interest Rates           |       | 2,256,627         |       | 3.68               | %          | 2,537,693         |       | 1,835,540        |       |
| Metals                   |       | 685,340           |       | 1.12               | %          | 770,699           |       | 557,455          |       |
| Stock Indices            |       | 850,970           |       | 1.39               | %          | 956,960           |       | 692,179          |       |
| Currencies               |       | 110,734           |       | 0.18               | %          | 124,527           |       | 90,071           |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 5,144,269  |               | 8.39       | %                 | $          | 5,784,995        |       | $ | 4,184,347 |   |

 

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(3) Average Capitalization of Aspect Class DT is $61,389,455.

 

16

----

 
| **Transtrend Class DT (2)** | **March   31, 2011** | ** ** |
|-----------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **%of Average**    | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 402,389    |               | 0.91       | %                 | $          | 474,955          |       | $ | 329,555 |   |
| Energy                   |       | 212,249           |       | 0.48               | %          | 250,525           |       | 173,831          |       |
| Interest Rates           |       | 64,872            |       | 0.15               | %          | 76,571            |       | 53,130           |       |
| Metals                   |       | 665,649           |       | 1.50               | %          | 785,691           |       | 545,164          |       |
| Stock Indices            |       | 1,194,215         |       | 2.70               | %          | 1,409,576         |       | 978,058          |       |
| Currencies               |       | 1,580,131         |       | 3.57               | %          | 1,865,087         |       | 1,294,122        |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 4,119,505  |               | 9.31       | %                 | $          | 4,862,405        |       | $ | 3,373,860 |   |

 

----

(2) Average capitalization of Transtrend Class DT is $44,253,262.

 
| **Transtrend Class DT (2)** | **March   31, 2010** | ** ** |
|-----------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **%of Average**    | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 571,205    |               | 0.93       | %                 | $          | 799,645          |       | $ | 362,160 |   |
| Energy                   |       | 2,334,724         |       | 3.80               | %          | 3,268,445         |       | 1,480,281        |       |
| Interest Rates           |       | 1,335,466         |       | 2.18               | %          | 1,869,557         |       | 846,724          |       |
| Metals                   |       | 532,586           |       | 0.87               | %          | 745,582           |       | 337,675          |       |
| Stock Indices            |       | 815,043           |       | 1.33               | %          | 1,141,002         |       | 516,761          |       |
| Currencies               |       | 1,845,896         |       | 3.01               | %          | 2,584,122         |       | 1,170,351        |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 7,434,920  |               | 12.12      | %                 | $          | 10,408,353       |       | $ | 4,713,952 |   |

 

----

(2) Average capitalization of Transtrend Class DT is $61,360,267.

 

17

----

 
| **Winton Class DT (5)** | **March   31, 2011** | ** ** |
|-------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 188,919    |               | 0.43       | %                 | $          | 206,313          |       | $ | 174,902 |   |
| Energy                   |       | 306,059           |       | 0.69               | %          | 334,239           |       | 283,352          |       |
| Interest Rates           |       | 187,077           |       | 0.42               | %          | 204,303           |       | 173,198          |       |
| Metals                   |       | 102,530           |       | 0.23               | %          | 111,970           |       | 94,923           |       |
| Stock Indices            |       | 668,235           |       | 1.51               | %          | 729,764           |       | 618,658          |       |
| Currencies               |       | 645,147           |       | 1.46               | %          | 704,550           |       | 597,283          |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 2,097,967  |               | 4.74       | %                 | $          | 2,291,139        |       | $ | 1,942,316 |   |

 

----

(5) Average capitalization of Winton Class DT is $44,253,263.

 
| **Winton Class DT (5)** | **March   31, 2010** | ** ** |
|-------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **% of Average**   | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 503,650    |               | 0.82       | %                 | $          | 584,322          |       | $ | 433,053 |   |
| Energy                   |       | 329,662           |       | 0.54               | %          | 382,466           |       | 283,454          |       |
| Interest Rates           |       | 933,331           |       | 1.52               | %          | 1,082,828         |       | 802,507          |       |
| Metals                   |       | 926,896           |       | 1.51               | %          | 1,075,362         |       | 796,974          |       |
| Stock Indices            |       | 923,103           |       | 1.50               | %          | 1,070,961         |       | 793,712          |       |
| Currencies               |       | 610,513           |       | 0.99               | %          | 708,303           |       | 524,938          |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 4,227,155  |               | 6.88       | %                 | $          | 4,904,242        |       | $ | 3,634,638 |   |

 

----

(5) Average capitalization of Winton Class DT is $61,389,455.

 

18

----

 
| **Bluetrend Class DT (2)** | **March   31, 2011** | ** ** |
|----------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **%of Average**    | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 11,094     |               | 0.03       | %                 | $          | 11,927           |       | $ | 9,928 |   |
| Energy                   |       | 1,447,905         |       | 3.27               | %          | 1,556,656         |       | 1,295,721        |       |
| Interest Rates           |       | 111,318           |       | 0.25               | %          | 119,679           |       | 99,618           |       |
| Metals                   |       | 6,572             |       | 0.01               | %          | 7,065             |       | 5,881            |       |
| Stock Indices            |       | 1,929,822         |       | 4.36               | %          | 2,074,771         |       | 1,726,986        |       |
| Currencies               |       | 453,360           |       | 1.02               | %          | 487,412           |       | 405,709          |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 3,960,071  |               | 8.94       | %                 | $          | 4,257,510        |       | $ | 3,543,843 |   |

 

----

(2) Average capitalization of Bluetrend Class DT is $44,253,263.

 
| **Bluetrend Class DT (2)** | **March   31, 2010** | ** ** |
|----------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **%of Average**    | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 274,755    |               | 0.90       | %                 | $          | 379,384          |       | $ | 131,593 |   |
| Energy                   |       | 2,353,195         |       | 7.67               | %          | 3,249,313         |       | 1,127,061        |       |
| Interest Rates           |       | 1,953,327         |       | 6.37               | %          | 2,697,172         |       | 935,544          |       |
| Metals                   |       | 232,697           |       | 0.76               | %          | 321,310           |       | 111,450          |       |
| Stock Futures            |       | 1,184,199         |       | 3.86               | %          | 1,635,154         |       | 567,171          |       |
| Currencies               |       | 79,414            |       | 0.26               | %          | 109,655           |       | 38,035           |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 6,077,587  |               | 19.82      | %                 | $          | 8,391,988        |       | $ | 2,910,854 |   |

 

----

(2) Average capitalization of Bluetrend Class DT is $30,664,254.

 

19

----

 

 
| **Man AHL LLC Class DT (5)** | **March   31, 2011** | ** ** |
|------------------------------|----------------------|------------|

 
| ** **               | ** ** | **Average**       | ** ** | **%of Average**    | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
|--------------------------|------------|-------------------|------------|--------------------|------------|-------------------|------------|------------------|------------|
| **Market Sector**        | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk**       | ** ** | **At Risk**      | ** ** |
|                     |       |              |       |               |       |              |       |             |       |
| Agricultural Commodities |       | $                 | 80,459     |               | 0.18       | %                 | $          | 96,281           |       | $ | 70,239 |   |
| Energy                   |       | 441,895           |       | 1.00               | %          | 528,793           |       | 385,764          |       |
| Interest Rates           |       | 659,841           |       | 1.50               | %          | 789,598           |       | 576,025          |       |
| Metals                   |       | 302,064           |       | 0.68               | %          | 361,465           |       | 263,695          |       |
| Stock Indices            |       | 89,469            |       | 0.20               | %          | 107,063           |       | 78,104           |       |
| Currencies               |       | 1,775,889         |       | 4.03               | %          | 2,125,116         |       | 1,550,308        |       |
|                     |       |              |       |               |       |              |       |             |       |
| TOTAL                    |       | $                 | 3,349,617  |               | 7.59       | %                 | $          | 4,008,316        |       | $ | 2,924,135 |   |

 

----

(5) Average capitalization of Man AHL LLC Class DT is $44,114,854.

 

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

 

The face value of the market sector instruments held by the Partnership and the Portfolio Funds are typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Partnership and the Portfolio Funds.  The magnitude of the Partnership’s and the Portfolio Funds’ open positions’ creates a “risk of ruin” not typically found in most other investment vehicles.  Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Partnership and the Portfolio Funds to incur severe losses over a short period of time.   Even comparatively minor losses could cause MLAI to further deleverage or terminate the Partnership’s and the Portfolio Funds’ trading. The foregoing Value at Risk table — as well as the past performance of the Partnership and the Portfolio Funds — gives no indication of this “risk of ruin.”

 

Non-Trading Risk

 

Foreign Currency Balances; Cash on Deposit with MLPF&S

 

The Portfolio Funds have non-trading market risk on its foreign cash balances not needed for margin. These balances (as well as the market risk they represent) are generally immaterial.

 

The Portfolio Funds also have non-trading market risk on the approximately 90-95% of its assets which are held in cash at MLPF&S or BlackRock.  The value of this cash is not interest rate sensitive, but there is cash flow risk in that if interest rates decline so will the cash flow generated on these monies.

 

20

----

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

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

 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

Trading Risk

 

MLAI has procedures in place intended to control market risk, although there can be no assurance that they will, in fact, succeed in doing so.  While MLAI does not intervene in the markets to hedge or diversify the Partnership’s market exposure; MLAI may urge the Portfolio Funds to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual.  Except in cases in which it appears that the Portfolio Funds has begun to deviate from past practice and trading policies or to be trading erratically, MLAI basic risk control procedures consist simply of the ongoing process of monitoring the Portfolio Funds with the market risk controls being applied by the Portfolio Funds.

 

Risk Management

 

Portfolio Funds attempt to control risk in all aspects of the investment process — from confirmation of a trend to determining the optimal exposure in a given market, and to money management issues such as the startup or upgrade of investor accounts.  Portfolio Funds double check the accuracy of market data, and will not trade a market without multiple price sources for analytical input.  In constructing a portfolio, Portfolio Funds seek to control overall risk as well as the risk of any one position, and Portfolio Funds trade only markets that have been identified as having positive performance characteristics.  Trading discipline requires plans for the exit of a market as well as for entry.  Portfolio Funds factor the point of exit into the decision to enter (stop loss).  The size of Portfolio Fund’s positions in a particular market is not a matter of how large a return can be generated but of how much risk it is willing to take relative to that expected return.

 

To attempt to reduce the risk of volatility while maintaining the potential for excellent performance, proprietary research is conducted on an ongoing basis to refine the Portfolio Funds investment strategies.  Research may suggest substitution of alternative investment methodologies with respect to particular contracts; this may occur, for example, when the testing of a new methodology has indicated that its use might have resulted in different historical performance.  In addition, risk management research and analysis may suggest modifications regarding the relative weighting among various contracts, the addition or deletion of particular contracts for a program, or a change in position size in relation to account equity.  The weighting of capital committed to various markets in the investment programs is dynamic, and Portfolio Funds may vary the weighting at its discretion as market conditions, liquidity, position limit considerations and other factors warrant.

 

21

----

 

Portfolio Funds may determine that risks arise when markets are illiquid or erratic, which may occur cyclically during holiday seasons, or on the basis of irregularly occurring market events.  In such cases, Portfolio Funds at its sole discretion may override computer-generated signals and may at times use discretion in the application of its quantitative models, which may affect performance positively or negatively.

 

Adjustments in position size in relation to account equity have been and continue to be an integral part of Portfolio Fund’s investment strategy.  At its discretion, Portfolio Funds may adjust the size of a position in relation to equity in certain markets or entire programs.  Such adjustments may be made at certain times for some programs but not for others.  Factors which may affect the decision to adjust the size of a position in relation to account equity include ongoing research, program volatility, assessments of current market volatility and risk exposure, subjective judgment, and evaluation of these and other general market conditions.

 

Non-Trading Risk

 

The Partnership and the Portfolio Funds control the non-trading exchange rate risk by regularly converting foreign currency balances back into U.S. dollars at least once per week and more frequently if a particular foreign currency balance becomes unusually high.

 

The Partnership and the Portfolio Funds have cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline.  However, a certain amount of cash or cash equivalents must be held by the Partnership in order to facilitate margin payments and pay expenses and redemptions.  MLAI does not take any steps to limit the cash flow risk on the cash held on deposit at MLPF&S and in the BlackRock sponsored money market fund.

 

Item 4. Controls and Procedures

 

MLAI, the general partner of the Partnership with the participation of MLAI’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) OR Rule 15d-15(e) under the Securities Exchange Act of 1934) with respect to the Partnership as of the end of the period covered by this quarterly report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective.  No change in internal control over financial reporting (in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934) occurred during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.  Legal Proceedings

 

None.

 

Item 1A:  Risk Factors

 

There are no material changes from risk factors as previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on March 15, 2011.

 

22

----

 

Item 2.                    Unregistered Sales of Securities and Use of Proceeds

 

(a) Issuance to accredited investors pursuant to Regulation D and Section 4(6) under the Securities Act. The selling agent of the following Class of Unit was MLPF&S.

 

CLASS D

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV** | ** ** |
| Jan-11     |       | $                | 593,355    |       | 3,071      |   | 193.21 |   |
| Feb-11     |       | 441,752          |       | 2,315      |       | 190.82 |   |
| Mar-11     |       | 424,044          |       | 2,182      |       | 194.34 |   |
| Apr-11     |       | 460,702          |       | 2,416      |       | 190.69 |   |
|            |            |                  |            |            |            |  |  |  |

 

(b) Not applicable.

(c) Not applicable.

 

Item 3.            Defaults Upon Senior Securities

 

None.

 

Item 4.            (Removed and Reserved)

 

Item 5.            Other Information

 

None.

 

Item 6.            Exhibits

 

The following exhibits are filed herewith to this Quarterly Report on Form 10-Q:

 
| 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.                     |

 

23

----

 

**SIGNATURES**

 

 

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

 

 
|                 | ML   TREND-FOLLOWING FUTURES FUND L.P. |
|----------------------|----------------------------------------|
|                 |                                   |
|                 |                                   |
|                 | By:                                    | MERRILL   LYNCH ALTERNATIVE |
|                 |                                   | INVESTMENTS   LLC |
|                 |                                   | (General   Partner) |
|                 |                                   |
|                 |                                   |
| Date: May 13, 2011   | By:                                    | /s/ JUSTIN C. FERRI |
|                 |                                   | Justin   C. Ferri |
|                 |                                   | Chief   Executive Officer and President |
|                 |                                   | (Principal   Executive Officer) |
|                 |                                   |
|                 |                                   |
| Date:   May 13, 2011 | By:                                    | /s/   BARBRA E. KOCSIS |
|                 |                                   | Barbra   E. Kocsis |
|                 |                                   | Chief   Financial Officer |
|                 |                                   | (Principal   Financial and Accounting Officer) |

 

24

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