<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

                  For the fiscal year ended: December 31, 2000
                                       or

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

                         Commission file number: 0-16746

                         ML FUTURES INVESTMENTS II L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                          13-3481305
---------------------------------                        ---------------------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                   C/O MERRILL LYNCH INVESTMENT PARTNERS INC.
                           PRINCETON CORPORATE CAMPUS
                       800 SCUDDERS MILL ROAD - SECTION 2G
                          PLAINSBORO, NEW JERSEY 08536
                          ----------------------------
                    (Address of principal executive offices)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  Limited
Partnership Units

Indicate by check mark whether 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
                                                  -----           -------

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

Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant: the registrant is a limited partnership; as of
February 1, 2001, limited partnership units with an aggregate value of
$8,561,495 were outstanding and held by non-affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

The registrant's "2000 Annual Report and Independent Auditors' Report," the
annual report to security holders for the fiscal year ended December 31, 2000,
is incorporated by reference into Part II, Item 8 and Part IV hereof and filed
as an Exhibit herewith.

<PAGE>

                          ML FUTURES INVESTMENTS II L.P.
                       ANNUAL REPORT FOR 2000 ON FORM 10-K


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                 PART I                                                                    PAGE
                                 ------                                                                    ----
<S>                                                                                                        <C>
Item 1.  Business......................................................................................     1

Item 2.  Properties....................................................................................     5

Item 3.  Legal Proceedings.............................................................................     5

Item 4.  Submission of Matters to a Vote of Security Holders...........................................     5

<CAPTION>
                                PART II
                                -------
<S>                                                                                                        <C>
Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.........................     5

Item 6.  Selected Financial Data.......................................................................     6

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.........     8

Item 7A. Quantitative and Qualitative Disclosures About Market Risk....................................    14

Item 8.  Financial Statements and Supplementary Data...................................................    14

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..........    14

<CAPTION>
                                PART III
                                --------
<S>                                                                                                        <C>
Item 10. Directors and Executive Officers of the Registrant............................................    15

Item 11. Executive Compensation........................................................................    16

Item 12. Security Ownership of Certain Beneficial Owners and Management................................    16

Item 13. Certain Relationships and Related Transactions................................................    17

<CAPTION>
                                PART IV
                                -------
<S>                                                                                                        <C>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...............................    18
</TABLE>


                                       (i)

<PAGE>

                                     PART I

ITEM 1:  BUSINESS

         (a)      GENERAL DEVELOPMENT OF BUSINESS:

     ML Futures Investments II L.P. (the "Partnership") was organized under the
Delaware Revised Uniform Limited Partnership Act on January 20, 1987 and began
trading operations on May 2, 1988. The Partnership made a single offering of its
units of limited partnership interest ("Units"). Units may be redeemed as of the
end of each calendar month. The Partnership engages (currently, through an
investment in a limited liability company, see below) in the speculative trading
of a portfolio of futures, options on futures, forwards and options on forward
contracts and related options in the currencies, interest rates, stock index,
metals, agricultural and energy sectors of the world futures markets. The
Partnership's objective is achieving, through speculative trading, substantial
capital appreciation, over time.

     Merrill Lynch Investment Partners Inc. ("MLIP") is the general partner
of the Partnership and selects and allocates the Partnership's assets
(through the Partnership's investment in ML Multi-Manager Portfolio LLC ("MM
LLC"), among professional advisors ("Advisors"), each unaffiliated with MLIP
and each of which trades independently of the others. The Partnership and MM
LLC are referred to throughout this document, either individually and/or
collectively, as the "Partnership". MLIP is a wholly-owned subsidiary of
Merrill Lynch Group, Inc., which, in turn, is a wholly-owned subsidiary of
Merrill Lynch & Co., Inc. ("Merrill Lynch"). Merrill Lynch Futures Inc.
("MLF") is the Partnership's commodity broker. MLF is an indirect
wholly-owned subsidiary of Merrill Lynch.

     MLIP became a member of Merrill Lynch Investment Managers ("MLIM") -
Alternative Investments Group during October 2000. MLIM's Alternative
Investments Group creates and manages a variety of alternative investment
products, including managed futures funds, hedge funds, funds of funds,
exchange funds and private equity funds. MLIP is currently intending to
convert to a Delaware limited liability company to be named MLIM Alternative
Strategies LLC. This conversion is expected to occur during 2001.

     Prior to October 1, 1996, the Partnership placed assets with the
Advisors by opening individual managed accounts with them. For the period
from October 1, 1996 to May 31, 1998, the Partnership placed assets with
certain of the Advisors through investing in private funds ("Trading LLCs")
sponsored by MLIP, through which the trading accounts of different
MLIP-sponsored funds managed by the same Advisor pursuant to the same
strategy were consolidated. The only members of the Trading LLCs were
commodity pools sponsored by MLIP. Placing assets with an Advisor through
investing in a Trading LLC rather than a managed account had no economic
effect on the Partnership, except to the extent that the Partnership
benefited from the Advisor not having to allocate trades among a number of
different accounts (rather than acquiring a single position for the Trading
LLC as a whole). As of June 1, 1998, MLIP consolidated the trading accounts
of nine of its multi-advisor funds (the "Multi-Advisor Funds"), including the
Partnership. The consolidation was achieved by having these Multi-Advisor
Funds invest in a single Delaware limited liability company, MM LLC, which
opened a single account with each Advisor selected. MM LLC is managed by
MLIP, has no investors other than the Multi-Advisor Funds and serves solely
as the vehicle through which the assets of such Multi-Advisor Funds are
combined in order to be managed through single rather than multiple accounts.
The placement of assets into MM LLC did not change the operations or fee
structure of the Partnership. The administrative authority over the
Partnership, as well as MM LLC, remains with MLIP.

     As of December 31, 2000, the Partnership's capitalization was $8,770,130,
and the Net Asset Value of a Unit, originally $100 as of March 1, 1989, had
risen to $196.22.

     Through December 31, 2000, the highest month-end Net Asset Value per Unit
was $196.22 (December 31, 2000) and the lowest was $105.26 (May 31, 1989).

                                      1

<PAGE>

         (b)      FINANCIAL INFORMATION ABOUT SEGMENTS:
                  -------------------------------------

     The Partnership's business constitutes only one segment for financial
reporting purposes, i.e., a speculative "commodity pool." The Partnership does
not engage in sales of goods or services.

         (c)      NARRATIVE DESCRIPTION OF BUSINESS:
                  ----------------------------------

                  GENERAL

     The Partnership trades (currently, through its investment in MM LLC) in
the international futures, options on futures, forwards, and options on
forwards in major sectors of the world economy, with the objective of
achieving substantial capital appreciation over time.

     MLIP is the Partnership's trading manager, with responsibility for
selecting Advisors to manage MM LLC's assets, allocating and reallocating MM
LLC assets among different Advisors.

     Although considered as a whole, the Partnership (currently, through its
investment in MM LLC) trades in a diversified range of international markets.
Certain Advisors, considered individually, concentrate primarily on
trading in a limited portfolio of markets. The composition of the "sectors"
included in the Partnership's portfolio varies substantially over time.

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

     One of the objectives of the Partnership is to provide diversification
for a limited portion of the risk segment of the Limited Partners'
portfolios. Commodity pool performance has historically demonstrated a low
degree of performance correlation with traditional stock and bond holdings.
Since it began trading, the Partnership's returns have, in fact, frequently
been non-correlated with the United States stock and bond markets.

     USE OF PROCEEDS AND INTEREST INCOME

     MARKET SECTORS.

     The Partnership (currently, through its investment in MM LLC) trades in
a diversified group of markets under the direction of multiple independent
Advisors. These Advisors, from time to time materially alter the allocation of
their overall trading commitments among different market sectors. Except in
the case of certain trading programs which are purposefully limited in the
markets which they trade, there is essentially no restriction on the
commodity interests which may be traded by any Advisor or the rapidity with
which an Advisor may alter its market sector allocations.

     MARKET TYPES.

The Partnership trades (currently, through its investment in MM LLC) on a
variety of United States and foreign futures exchanges. Substantially all of
the Partnership's non-exchange trading takes place in the highly liquid,
institutionally-based currency forward markets.


                                      2

<PAGE>

     Many of the Partnership's currency trades are executed in the spot and
forward foreign exchange markets (the "FX Markets") where there are no direct
execution costs. Instead, the participants, banks and dealers in the FX
Markets take a "spread" between the prices at which they are prepared to buy
and sell particular currencies and such spreads are built into the pricing of
the spot or forward contracts with the Partnership. In its exchange of
futures for physical ("EFP") trading, the Partnership acquires cash currency
positions through banks and dealers. The Partnership pays a spread when it
exchanges these positions for futures. This spread reflects, in part, the
different settlement dates of the cash and the futures contracts, as well as
prevailing interest rates, but also includes a pricing spread in favor of the
banks and dealers, which may include a Merrill Lynch entity.

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

     CUSTODY OF ASSETS.

All of the Partnership's assets are currently held in customer
accounts at Merrill Lynch.

     CASH MANAGEMENT.

As of June 2000, the Partnership, through MM LLC, began an Income Enhancement
Program, whereas, a portion of its assets is invested in Commercial Paper.
This was done to improve the yield on the cash assets not required for margin
for trading purposes at MLF. These holdings generally have maturities of 30,
60 or 90 days and are held to maturity.

     INTEREST PAID BY MERRILL LYNCH ON THE PARTNERSHIP'S U.S. DOLLAR AND NON
U.S. DOLLAR ASSETS

     A portion of the Partnership's U.S. dollar assets are maintained at MLF.
On assets held in U.S. dollars, Merrill Lynch credits the Partnership with
interest at the prevailing 91-day U.S. Treasury bill rate. The Partnership is
credited with interest on any of its assets and net gains actually held by
Merrill Lynch in non-U.S. dollar currencies at a prevailing local rate
received by Merrill Lynch. Merrill Lynch may derive certain economic benefit,
in excess of the interest which Merrill Lynch pays to the Partnership, from
possession of such assets.

     Merrill Lynch charges the Partnership Merrill Lynch's cost of financing
realized and unrealized losses on the Partnership's non-U.S. dollar-denominated
positions.

     Charges

     The following table summarizes the charges incurred by the Partnership
during 2000, 1999 and 1998.


<TABLE>
<CAPTION>
                             2000                         1999                         1998
                    ------------------------------------------------------------------------------------
                                   % of Average                 % of Average                % of Average
                       Dollar       Month-End        Dollar      Month-End        Dollar     Month-End
      Charges          Amount       Net Assets       Amount      Net Assets       Amount     Net Assets
--------------------------------------------------------------------------------------------------------
<S>                    <C>         <C>               <C>        <C>            <C>          <C>
Brokerage              $ -            0.00%          $ -          0.00%        $198,734       1.70%
Commissions
Administrative           -            0.00%            -          0.00%           5,678       0.05%
Fees
                    ------------------------------------------------------------------------------------
Total                  $ -            0.00%          $ -          0.00%        $204,412       1.75%
                    ====================================================================================
</TABLE>

     Subsequent to October 1, 1996, Brokerage Commissions, Administrative Fees
and Profit Shares are not representative of the actual amounts paid by the
Partnership, because the Partnership paid the bulk of these fees as an investor
in the Trading LLCs or MM LLC. See "Description of Current Charges." During 1999
and 2000, the Partnership had 100% of its assets invested in MM LLC.

                                      3

<PAGE>

     The foregoing table does not reflect the bid-ask spreads paid by the
Partnership on its forward trading, or the annual benefits which may be derived
by Merrill Lynch from the deposit of certain of the Partnership's U.S. dollar
assets in offset accounts.

     The Partnership's average month-end Net Assets during 2000, 1999 and 1998
equaled $8,820,703, $10,434,351 and 11,668,311, respectively.

     Subsequent to October 1, 1996, interest income is not representative of the
actual amounts received by the Partnership since a bulk of the interest was
received by the Partnership as an investor in the Trading LLCs or MM LLC. During
1999 and 2000 the Partnership invested 100% of its assets in MM LLC.

     During 1998, the Partnership earned $118,183 in interest income, or 1.01%
of the Partnership's average month-end Net Assets.

     The variations in charges are primarily due to placing assets in the
Trading LLCs and MM LLC (See Item 7).

                         DESCRIPTION OF CURRENT CHARGES

<TABLE>
<CAPTION>
RECIPIENT                  NATURE OF PAYMENT                  AMOUNT OF PAYMENT
<S>                        <C>                                <C>
MLF                        Brokerage Commissions              A flat-rate monthly commission of 0.729 of 1% (an 8.75%
                                                              annual rate) of the Partnership's month-end assets
                                                              allocated to trading. As of December 31, 2000, 100% of
                                                              the Partnership's assets were allocated to trading in
                                                              MM LLC.

                                                              Prior to the investment in MM LLC, the round-turn (each
                                                              purchase and sale or sale and purchase of a single futures
                                                              contract) equivalent rate of the Partnership's flat-rate
                                                              Brokerage Commissions was approximately $121 for the year
                                                              ended December 31, 1998. During 1999 and 2000, the Partnership
                                                              paid round-turn commissions through its investment in MM LLC.
                                                              The estimated aggregate round-turn commission rate for MM LLC
                                                              for the years ended December 31, 2000 and 1999 are $82 and
                                                              $136, respectively.

MLF                        Use of Partnership assets          Merrill Lynch may derive certain economic benefit from the
                                                              deposit of certain of the Partnership's  U.S. dollar
                                                              assets in offset accounts.

MLIP                       Administrative Fees                The Partnership pays MLIP a monthly Administrative Fee
                                                              equal to 0.021 of 1% (a 0.25% annual rate) of the Partnership's
                                                              month-end assets allocated to trading. As of December 31,
                                                              2000, 100% of the Partnership assets were allocated to
                                                              trading in MM LLC. MLIP pays all of the
                                                              Partnership's routine administrative costs.

Other                      Bid-ask spreads                    Bid-ask spreads on forward and related trades.
Counterparties

Advisors                   Profit Shares                      All Advisors can receive quarterly or annual Profit
                                                              Shares ranging from 20% to 23% (depending on the
                                                              Advisor) of any New Trading Profit achieved by their
                                                              Partnership  account.  Profit Shares are also paid
                                                              upon redemption of Units and upon the net reallocation
                                                              of assets away from an Advisor. New Trading Profit is
                                                              calculated separately in respect of each Advisor,
                                                              irrespective of the overall performance of the
                                                              Partnership. The Partnership may pay substantial Profit
                                                              Shares during periods when it is incurring significant
                                                              overall losses.

Advisors                   Consulting Fees                    MLF pays the Advisors annual Consulting
                                                              Fees up to 2% of the Partnership's average month-end
                                                              assets allocated to them for management, after reduction
                                                              for a portion of the brokerage commissions.

MLF;                       Extraordinary expenses             Actual costs incurred; none paid to date.
  Others
</TABLE>
                                      4

<PAGE>

                  REGULATION

     MLIP, the Advisors and MLF are each subject to regulation by the
Commodity Futures Trading Commission (the "CFTC") and the National Futures
Association ("NFA"). Other than in respect of its periodic reporting
requirements under the Securities Exchange Act of 1934, the Partnership
itself is generally not subject to regulation by the Securities and Exchange
Commission. However, MLIP itself is registered as an "investment adviser"
under the Investment Advisers Act of 1940.

                  (i) through (xii)-- not applicable.

                  (xiii)  The Partnership has no employees.

         (d)      FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
AND EXPORT SALES:

     The Partnership trades, through its investment in MM LLC, on a number of
foreign commodity exchanges. The Partnership does not engage in the sales of
goods or services.

ITEM 2:  PROPERTIES

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

     The Partnership's only place of business is the place of business of
MLIP (Merrill Lynch Investment Partners Inc., Princeton Corporate Campus, 800
Scudders Mill Road - Section 2G, Plainsboro, New Jersey 08536). MLIP performs
all administrative services for the Partnership from MLIP's offices.

ITEM 3:  LEGAL PROCEEDINGS

     Merrill Lynch -- the sole stockholder of Merrill Lynch Group, Inc. (which
is the sole stockholder of MLIP) -- as well as certain of its subsidiaries and
affiliates have been named as defendants in civil actions, arbitration
proceedings and claims arising out of their respective business activities.
Although the ultimate outcome of these actions cannot be predicted at this time
and the results of legal proceedings cannot be predicted with certainty, it is
the opinion of management that the result of these matters will not be
materially adverse to the business operations or financial condition of MLIP or
the Partnership.

     MLIP itself has never been the subject of any material litigation.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Partnership has never submitted any matter to a vote of its Limited
Partners.

                                     PART II

ITEM 5:  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Item 5(a)

         (a)   MARKET INFORMATION:

     There is no established public trading market for the Units, nor will
one develop. Limited Partners may redeem Units as of the end of each month at
Net Asset Value. Units redeemed prior to the applicable Principal Assurance
Date are not entitled to any benefits under the Merrill Lynch guarantee.

                                      5

<PAGE>

         (b)      HOLDERS:

     As of December 31, 2000, there were 590 holders of Units, including MLIP.

         (c)      DIVIDENDS:

     The Partnership has made no distributions, nor does MLIP presently intend
to make any distributions in the future.

Item 5(b)

     Not applicable.

ITEM 6:  SELECTED FINANCIAL DATA

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

<TABLE>
<CAPTION>
                                 FOR THE YEAR     FOR THE YEAR     FOR THE YEAR      FOR THE YEAR     FOR THE YEAR
                                    ENDED            ENDED             ENDED            ENDED             ENDED
                                 DECEMBER 31,     DECEMBER 31,     DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
STATEMENT OF OPERATIONS              2000             1999             1998              1997             1996
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>              <C>               <C>              <C>
Revenues:

Trading (Loss) Profit:
     Realized (Loss)                   $ -              $ -        $ (451,217)       $ 308,501       $ 3,382,048
     Change in Unrealized                -                -           (68,216)          64,324        (2,025,157)
                                 -------------------------------------------------------------------------------------
     Total Trading Results               -                -          (519,433)         372,825         1,356,891
                                 -------------------------------------------------------------------------------------

Interest Income                          -                -           118,183          345,022           668,742
                                 -------------------------------------------------------------------------------------
     Total Revenues                      -                -          (401,250)         717,847         2,025,633
                                 -------------------------------------------------------------------------------------

Expenses:
     Brokerage Commissions               -                -           198,734          595,634         1,418,126
     Administrative Fees                 -                -             5,678           16,844            36,362
     Profit Shares                       -                -         -                   10,277           326,058
                                 -------------------------------------------------------------------------------------
     Total Expenses                      -                -           204,412          622,755         1,780,546
                                 -------------------------------------------------------------------------------------
Income (Loss) from Investments     438,954         (124,747)        1,238,572          571,891            37,777
                                 -------------------------------------------------------------------------------------
Net Income (Loss)                $ 438,954       $ (124,747)        $ 632,910        $ 666,983         $ 282,864
                                 =====================================================================================

<CAPTION>
                                 DECEMBER 31,     DECEMBER 31,     DECEMBER 31,      DECEMBER 31,     DECEMBER 31,
BALANCE SHEET DATA                   2000             1999             1998              1997             1996
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>              <C>               <C>              <C>
Partnership Net Asset Value      $8,770,130       $9,849,935       $11,209,662      $12,749,748       $14,296,652
Net Asset Value per Unit            $196.22          $185.80           $187.99          $177.53           $169.46
                                 -------------------------------------------------------------------------------------
</TABLE>

The variations in income statement line items are primarily due to investing in
Trading LLCs and in MM LLC.

                                      6

<PAGE>
<TABLE>
<CAPTION>
                                          MONTH-END NET ASSET VALUE PER UNIT
        Jan.      Feb.      Mar.      Apr.      May      June      July      Aug.      Sept.     Oct.      Nov.     Dec.
----------------------------------------------------------------------------------------------------------------------------
<S>     <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>
 1996   $176.46   $165.47   $171.43   $177.03  $168.65   $163.61   $147.36   $153.84   $155.81   $165.00  $173.89   $169.46
----------------------------------------------------------------------------------------------------------------------------
 1997   $173.97   $178.86   $177.05   $174.27  $175.72   $176.05   $182.93   $174.82   $178.29   $173.04  $173.19   $177.53
----------------------------------------------------------------------------------------------------------------------------
 1998   $176.25   $176.78   $177.50   $170.80  $173.81   $173.98   $174.22   $183.74   $187.67   $187.09  $187.25   $187.99
----------------------------------------------------------------------------------------------------------------------------
 1999   $185.62   $187.85   $187.00   $189.05  $187.56   $188.26   $188.64   $187.37   $184.64   $179.59  $184.41   $185.80
----------------------------------------------------------------------------------------------------------------------------
 2000   $186.43   $185.02   $181.80   $182.04  $184.73   $182.46   $179.85   $180.43   $174.99   $175.29  $185.28   $196.22
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
                          ML FUTURES INVESTMENTS II L.P.
                                DECEMBER 31, 2000

  TYPE OF POOL: SELECTED-ADVISOR/PUBLICLY-OFFERED/NON -"PRINCIPAL PROTECTED"(1)
                        INCEPTION OF TRADING: May 2, 1988
                      AGGREGATE SUBSCRIPTIONS: $269,810,800
                       CURRENT CAPITALIZATION: $8,770,130
                    WORST MONTHLY DRAWDOWN(2): (9.93)% (7/96)
             WORST PEAK-TO-VALLEY DRAWDOWN(3): (16.76)% (5/96-7/96)
                            -------------------------
              NET ASSET VALUE PER UNIT, DECEMBER 31, 2000: $196.22
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                            MONTHLY RATES OF RETURN(4)
-----------------------------------------------------------------------------------
Month                      2000        1999        1998        1997       1996
-----------------------------------------------------------------------------------
<S>                      <C>         <C>         <C>         <C>        <C>
January                    0.34%      (1.26)%     (0.72)%     2.66%       6.26%
-----------------------------------------------------------------------------------
February                  (0.75)       1.20        0.30       2.81       (6.23)
-----------------------------------------------------------------------------------
March                     (1.74)      (0.45)       0.41      (1.01)       3.61
-----------------------------------------------------------------------------------
April                      0.13        1.09       (3.77)     (1.57)       3.26
-----------------------------------------------------------------------------------
May                        1.48       (0.79)       1.76       0.83       (4.73)
-----------------------------------------------------------------------------------
June                      (1.23)       0.37        0.10       0.19       (2.99)
-----------------------------------------------------------------------------------
July                      (1.43)       0.20        0.14       3.91       (9.93)
-----------------------------------------------------------------------------------
August                     0.33       (0.67)       5.46      (4.43)       4.39
-----------------------------------------------------------------------------------
September                 (3.02)      (1.46)       2.14       1.98        1.28
-----------------------------------------------------------------------------------
October                    0.17       (2.73)      (0.31)     (2.94)       5.90
-----------------------------------------------------------------------------------
November                   5.70        2.68        0.09       0.09        5.39
-----------------------------------------------------------------------------------
December                   5.91        0.75        0.40       2.51       (2.55)
-----------------------------------------------------------------------------------
Compound Annual
Rate of Return             5.61%      (1.08)%      5.91%      4.78%       2.05%
-----------------------------------------------------------------------------------
</TABLE>

     (1) Pursuant to applicable CFTC regulations, a "Multi-Advisor" fund is
defined as one that allocates no more than 25% of its trading assets to any
single manager. As the Partnership may allocate more than 25% of its trading
assets to one or more Advisors, it is referred to as a "Selected-Advisor" fund.
Certain funds, including funds sponsored by MLIP, are structured so as to
guarantee to investors that their investment will be worth no less than a
specified amount (typicaly, the initial purchase price) as of a date certain
after the date of investment. The CFTC refers to such funds as "Principal
Protected." The Partnership has no such feature.

                                      7
<PAGE>

     (2) Worst Monthly Drawdown represents the largest negative Monthly Rate of
Return experienced since January 1, 1996 by the Partnership; a drawdown on is
measured on the basis of month-end Net Asset Value only, and does not reflect
intra-month figures.

     (3) Worst Peak-to-Valley Drawdown represents the greatest percentage
decline since January 1, 1996 from a month-end cumulative Monthly Rate of Return
without such cumulative Monthly Rate of Return being equaled or exceeded as of a
subsequent month-end. For example, if the Monthly Rate of Return was (1)% in
each of January and February, 1% in March and (2)% in April, the Peak-to-Valley
Drawdown would still be continuing at the end of April in the amount of
approximately (3)%, whereas if the Monthly Rate of Return had been approximately
3% in March, the Peak-to-Valley Drawdown would have ended as of the end of
February at approximately the (2)% level.

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

ITEM 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

ADVISOR SELECTIONS

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

     MLIP has made and expects to continue making frequent changes to both
trading asset allocations among Advisors and Advisor combinations as well as
from time to time adjusting the percentage of the Partnership's assets committed
to trading.

     MLIP's decision to terminate or reallocate assets among Advisors is based
on a combination of numerous factors. Advisors are, in general, terminated
primarily for unsatisfactory performance, but other factors -- for example, a
change in MLIP's or an Advisor's market outlook, apparent deviation from
announced risk control policies, excessive turnover of positions, changes in
principals, commitment of resources to other business activities, etc. -- may
also have a role in the termination or reallocation decision. The market
judgment and experience of MLIP's principals is an important factor in its asset
allocation decisions.

     MLIP has no timetable or schedule for making Advisor changes or
reallocations, and generally makes a medium- to long-term commitment to all
Advisors selected. There can be no assurance as to the frequency or number of
Advisor changes that may take place in the future, or as to how long any of the
current Advisors will continue to manage assets for the Partnership.

     GENERAL

     A number of the Advisors are trend-following traders, whose programs do
not attempt to predict price movements. No fundamental economic supply or
demand analyses are used by these Advisors, and no macroeconomic assessments
of the relative strengths of different national economies or economic sectors
are evaluated. Instead, the programs apply proprietary computer models to
analyze past market data, and from this data alone attempt to determine
whether market prices are trending. These technical traders base their
strategies on the theory that market prices reflect the collective judgment
of numerous different traders and are, accordingly, the best and most
efficient indication of market movements. However, there are frequent periods
during which fundamental factors external to the market dominate prices.

     If a trend-following Advisor's models identify a trend, they signal
positions which follow it. When these models identify the trend as having ended
or reversed, these positions are either closed out or reversed.

                                      8

<PAGE>

Due to their trend-following character, these Advisors' programs do not
predict either the commencement or the end of a price movement. Rather, their
objective is to identify a trend early enough to profit from it and detect
its end or reversal in time to close out the Partnership's positions while
retaining most of the profits made from following the trend.

     In analyzing the performance of trend-following programs, economic
conditions, political events, weather factors, etc., are not directly relevant
because only market data has any input into trading results. Furthermore, there
is no direct connection between particular market conditions and price trends.
There are so many influences on the markets that the same general type of
economic event may lead to a price trend in some cases but not in others. The
analysis is further complicated by the fact that the programs are designed to
recognize only certain types of trends and to apply only certain criteria of
when a trend has begun. Consequently, even though significant price trends may
occur, if these trends are not comprised of the type of intra-period price
movements which the programs are designed to identify, a trend-following Advisor
may miss the trend altogether.

     In the case of the Advisors who implement strategies who rely more on
discretion and market judgment, it is not possible to predict, from their
performance during past market cycles, how they will respond to future market
events.

PERFORMANCE SUMMARY

     This performance summary is an outline description of how the Partnership
performed in the past, not necessarily any indication of how it will perform in
the future. In addition, the general causes to which certain price movements are
attributed may or may not in fact have caused such movements, but simply
occurred at or about the same time.

     The Advisors, as a group, are unlikely to be profitable in markets in which
such trends do not occur. Static or erratic prices are likely to result in
losses. Similarly, unexpected events (for example, a political upheaval, natural
disaster or governmental intervention) can lead to major short-term losses as
well as gains.

     While there can be no assurance that any Advisor will be profitable, under
any given market condition, markets in which substantial and sustained price
movements occur typically offer the best profit potential for the Partnership.

     The performance of the Partnership is also materially affected by the
percentage of its assets allocated to trading. The greater the percentage of the
Partnership's assets allocated to trading, the greater its profit potential,
risk and performance volatility.

2000

     During 2000, all of the Partnership's assets were invested in MM LLC. The
Partnership received trading profits as an investor in MM LLC. The following
commentary of 2000 describes the trading results for MM LLC during the year.

     The Partnership's overall trading strategy was profitable for 2000. Gains
were realized by trading in the interest rate, currency and energy markets.
Losses were sustained in the agricultural, metals and stock index sectors.
Trading was volatile and unprofitable through September. However, gains realized
in the interest rate and currency markets in November and December eradicated
those losses.

     Interest rate trading was profitable for the Partnership. Short Eurodollar
trading was profitable early in the year as the European Union ministers
blamed the Euro's decline on rapid U.S. growth and fears that the Federal
Reserve would continue to increase interest rates. By mid year, losses were
incurred from U.S. Treasury bond and Euro 10- year bond trading as investors
shifted to Treasuries due to increased volatility in the NASDAQ and other
equity markets. Short Eurodollar turned unprofitable as the Euro improved
after the European Central Bank's 50 basis point repo rate hike. Uncertainty
surrounding the U.S. Presidential election caused investors to favor the bond
markets over equities, resulting in significant gains for the Partnership's
various long positions.

                                      9

<PAGE>

     Trading in the currency markets was also successful. Short Euro positions
were profitable after officials from the Group of Seven met in January and
failed to express concern about the low levels of the currency. Despite steep
interest rate hikes by the Swiss National Bank ("SNB") and the general
weakness of the Euro, the SNB said it will not keep the Swiss franc from
rising. Short British pound positions were profitable as the pound was weak in
the wake of the Bank of England's references to "sterling overvaluation".
Short Japanese yen trading yielded gains in July as the yen finished weaker
against the U.S. dollar in anticipation that the U.S. Federal Reserve would
continue to raise interest rates. Short positions in the Canadian dollar
resulted in gains as the currency weakened during November, despite worsening
U.S. dollar fundamentals, a large Canadian budget surplus and plans for tax
cuts in Canada.

     Energy trading was profitable throughout the year as prices continued to
surge. Despite the possibility of OPEC increasing oil production, crude oil
prices continued to rise as such a hike would still leave oil inventories
much below normal. Light crude oil prices continued to rise in June even
though OPEC agreed to increase production on July 1. The market was looking
for a larger production hike. By November, oil prices were pushed higher as a
result of significantly lower temperatures than the previous year combined
with a large inventory deficit.

     Agriculture trading sustained modest losses for the year. Corn prices
fluctuated early on numerous changes in weather forecasts. A USDA grain crop
report projected a 12% rise in soybean inventories from the previous season.
This led to fears of an abundance of supply, lowering prices. Short wheat
trading was beneficial in July as drought warnings issued in early spring
proved inaccurate. As a result of good global grain and oilseed crops, supply
exceeded demand, resulting in profits in short soyoil positions at year-end.

     Metals trading alternated between profitability to unprofitability during
the year. Copper trading resulted in losses after a Freeport, Indonesia mine
announced output cuts would not be as severe, damaging the Partnership's long
positions. Gold prices declined for most of 2000 as investors were discouraged
from the drop in the Euro, severe weakness in the Australian dollar along with
sharp decreases in the South African rand and Indian rupee. Nickel prices
declined from slowing demand for stainless steel in Europe and Asia.

     Stock index markets trading was unprofitable during a volatile year.
Signs of rising inflation fueled fears that the Federal Reserve would continue
to raise interest rates aggressively to slow the economy. S&P 500 positions
sustained losses as buyers retreated due to fears of a U.S. economic
slowdown. Long positions were generally unprofitable throughout the year, with
minimal gains realized from the Partnership's short positions.

1999

     During 1999, all of the Partnership's assets were invested in MM LLC.
The Partnership received trading profits and losses as an investor in MM LLC.
The following commentary for 1999 describes the trading results for MM LLC
during the year.

     The Partnership finished 1999 with gains in energy, stock index and
agricultural trading and losses in currency, interest rate and metal trading.
Commodities spent 1999 in a transition phase, shifting from bearishness to a
more neutral position. Lack of demand, particularly in Asia, was the dominant
factor in the overall decline in commodity prices.

                                      10

<PAGE>

     Overall, the Partnership profited from trading in crude oil, heating oil,
and unleaded gas in 1999. Positions in crude oil offset losses from short
positions in natural gas and gas oil trading. In March, OPEC ratified new
production cuts totaling 1.716 million barrels per day at its conference,
which resulted in higher prices for crude. In the natural gas markets, prices
rallied sharply resulting from a decline in U.S. natural gas production, along
with high levels of energy consumption and weather scares throughout the
country. Near the end of the year, there was a continued upward momentum in
crude oil reflecting the tightening between supply and demand and a new,
higher OPEC-indicated target price.

     Stock index trading was profitable for the first half of 1999. Also of
note, the Dow Jones Industrial Average closed above the 10,000 mark for the
first time ever at the end of March, setting a record for the index, and
equity markets rallied worldwide in April and June. In the second half of the
year, the Partnership suffered losses in stock index positions as trading was
mixed due to significant volatility globally. However, there was profitable
trading in Hang Seng, Nikkei 225 and Topix Indices which resulted in gains
during November and December. Such activity depicted evidence of Japan's
stronger-than-expected recovery coupled with a sudden decline in its
unemployment rate.

     In agricultural trading, gains in live hogs and live cattle offset losses
in corn positions. Initially, the corn market continued to struggle due to
supply/demand imbalances and ongoing favorable weather in South America. These
factors also led to an increase in prices as there was a sharp decline in crop
ratings during the second half of the year. There was also a sharp upturn in soy
prices, and losses in coffee trading became evident due to cold temperature and
lack of rainfall in Brazil.

     Currency trading produced losses for the Partnership throughout the
year. Long Japanese yen positions resulted in losses despite the yen trading
higher against the U.S. dollar. The Bank of Japan lowered rates to keep its
economy sufficiently liquid to allow fiscal spending to restore some growth
to the economy and to drive down the surging yen. The European Central Bank
raised the repo rate in November due to inflation pressures. On a
trade-weighted basis, the Swiss franc ended the first quarter to close at a
seven-month low, mostly as a result of the stronger U.S. dollar. The Canadian
dollar also underwent similar fluctuations throughout the year.

     Interest rate trading was also volatile as the flight to quality in the
bond market reversed during the first half of 1999 and the Federal Reserve
raised interest rates three times during the year. Early in the year, interest
rate trading proved unprofitable for the Partnership, which was triggered by
the Japanese Trust Fund Bureau's decision to absorb a smaller share of futures
issues, leaving the burden of financing future budget deficits to the private
sector. Interest rate trading did gain strength at mid-year as the flight to
quality in the bond market reversed and concerns about higher interest rates
in the U.S. continued to rattle the financial markets. During the third
quarter, Eurodollar trading generated losses amidst speculation of the
probability of a tightening by the U.S. Federal Reserve, which became evident
with the higher interest rates in their November 16 meeting due to concerns of
inflation. In December, the yield on the 30-year Treasury bond recently
surpassed its October high propelled by inflation worries and fears the
Federal Reserve might tighten further in 2000.

     Metals trading was mixed for the year as gold played a major part in the
volatility of the metals market. Gold had failed to maintain its status as a
safety vehicle and a monetary asset during the first half of 1999. In early
June, gold had reached its lowest level in over 20 years. A major statement
from the president of the European Central Bank stated that the member banks
had agreed not to expand their gold lending. This sent gold prices sharply
higher in late September. Unfortunately, the Partnership held short positions
in gold futures at that time. Gold prices had stabilized in the fourth quarter
following the price surge. Early in the year, burdensome warehouse stocks and
questionable demand prospects weighed on base metals as aluminum fell to a
five-year low and copper fell to nearly an 11-year low. The economic scenario
for Asia, Brazil, Europe and emerging market nations helped to keep copper and
other base metals on the defensive as demand receded with virtually no supply
side response in the second quarter. A substantial increase in Chinese imports
combined with the recovery in the rest of Asia and Europe had significantly
improved demand for aluminum pushing prices higher during December.

                                     11

<PAGE>

1998

<TABLE>
<CAPTION>
                                                  Total Trading
                                                      Results
<S>                                            <C>
 Interest Rates and Stock Indicies                   $ (132,201)
 Agriculture                                            (23,769)
 Currencies                                            (367,635)
 Energy                                                  18,372
 Metals                                                 (14,200)
                                               -----------------
                                                     $ (519,433)
                                               =================
</TABLE>

     Global interest rate markets provided the Partnership with its most
profitable positions for the first quarter, particularly in European bonds where
an extended bond market rally continued despite an environment of robust growth
in the United States, Canada and the United Kingdom, as well as a strong pick-up
in growth in continental Europe. In the second quarter, swings in the U.S.
dollar and developments in Japan affected bond markets, causing the
Partnership's interest rate trading to result in losses. This was turned around
in the third quarter, as markets worldwide were turned upside down and the
Partnership's non-correlation with general equity and debt markets was strongly
exhibited, and trading was particularly profitable in positions in Eurodollars,
German and Japanese bonds, and U.S. Treasury notes and bonds. Global investors
staged a major flight to quality, resulting in a significant widening of credit
spreads on a global basis. In October, investors pushed the yields on U.S.
Treasury bonds to a 31-year low. The long bond yield fell about 75 basis points
in 1998 as the world economy slowed more than expected, inflation continued to
fall, the anticipated small U.S. budget deficit turned into substantial surplus,
and the Federal Reserve lowered interest rates.

     In currency markets, results early in the year were unprofitable. During
the second quarter, strong gains were realized in positions in the Japanese yen,
which weakened during June to an eight-year low versus the U.S. dollar.
Significant gains from Japanese yen trading continued into the third quarter,
and Japan's problems spread to other sectors of the global economy, causing
commodities prices to decline as demand from the Asian economies weakened.
Japan's deepening recession and credit crunch continued through the fourth
quarter, and the Partnership achieved gains from long yen positions.

     Trading results in stock index markets were also mixed in early 1998,
despite a strong first-quarter performance by the U.S. equity market as several
consecutive weekly gains were recorded with most market averages setting new
highs. Second quarter results were profitable as the Asia-Pacific region's
equity markets weakened across the board. In particular, Hong Kong's Hang Seng
index trended downward during most of the second quarter and traded at a
three-year low. As U.S. equity markets declined in July and August, the
Partnership profited from short positions in the S&P 500, most notably during
August, when the index dropped 14.5%. Volatility in September made for a
difficult trading environment in the stock index sector, and the Partnership
incurred modest losses, although results remained profitable for the quarter
and the year overall in these markets.

     In agricultural commodity markets, 1998 began with strong gains as live
cattle and hog prices trended downward throughout the first quarter. In the
second quarter, although the U.S. soybean crop got off to a good start which
contributed to higher yield expectations and a more burdensome supply outlook,
soybean prices traded in a volatile pattern. Sugar futures maintained mostly a
downtrend, as no major buyers emerged to support the market. Similarly, coffee
prices trended downward, as good weather conditions in Central America and
Mexico increased the prospects of more output from these countries. The third
quarter resulted in losses as the U.S. soybean crop increased relative to the
USDA's production estimate as a result of timely rains, which contributed to
lower prices. These losses continued into the fourth quarter as the Partnership
was caught on the short side of the soybean complex, as the soybean supply
surplus became more manageable following the November 10th USDA reports,
causing prices to gain upward momentum.

     Gold prices began the year drifting sideways, and continued to weaken
following news in the second quarter of a European Central Bank consensus that
ten to fifteen percent of reserves should be made up of

                                     12

<PAGE>

gold bullion, which was at the low end of expectations. Gold was unable to
extend third quarter rallies or to build any significant upside momentum,
resulting in a trendless environment. This was also the case in the fourth
quarter, as gold's cost of production declined. Also, silver markets remained
range-bound, while also experiencing a significant selloff in November, and
aluminum traded at its lowest levels since 1994, with many aluminum smelters
operating at a loss.

     In energy markets, demand for crude oil in the Middle East was affected by
low oil prices early in the year, and trading resulted in losses. Initially
buoyed on concerns about a U.S.-led military strike against Iraq, crude oil fell
to a nine-year low, as the globally warm winter, the return of Iraq as a
producer and the Asian economic crisis added to OPEC's supply glut problems.
Despite production cuts initiated by OPEC at the end of March, world oil
supplies remained excessive and oil prices stood at relatively low levels
throughout the first half of 1998. Short heating oil positions in the third
quarter proved profitable for the Partnership as the market for heating oil
prices dropped to its lowest level in more than a decade. In early December,
oil and natural gas prices dropped sharply, causing continued problems for
many emerging market countries that depend on commodity exports for economic
growth and government financing. These price pressures were mainly due to
excessive supply availability and near-term weather indications that
inventories would remain at more than adequate levels even in the event of a
cold Northern Hemisphere winter. Also, the December U.S. air attack on Iraq
failed to cause any damage to oil pumping and shipping operations, and oil
prices fell over 10%.

VARIABLES AFFECTING PERFORMANCE

     The principal variables which determine the net performance of the
Partnership are gross profitability and interest income. Gross profitability
is, in turn, effected by the percentage of the Partnership's assets allocated
to trading.

     During all periods set forth under "Selected Financial Data," the
interest rates in many countries were at unusually low levels. The interest
rates in the United States (although higher than in many other countries)
negatively impacted revenues because interest income is typically a major
component of the Partnership's profitability. In addition, low interest rates
are frequently associated with reduced fixed income market volatility, and in
static markets the Partnership's profit potential generally tends to be
diminished. On the other hand, during periods of higher interest rates, the
relative attractiveness of a high risk investment such as the Partnership may
be reduced as compared to high yielding and much lower risk fixed-income
investments.

     The Partnership's Brokerage Commissions and Administrative Fees are a
constant percentage of the Partnership's assets allocated to trading. The only
Partnership costs (other than the insignificant currency trading costs) which
are not based on a percentage of the Partnership's assets (allocated to
trading or total) are the Profit Shares payable to the Advisors on an
Advisor-by-Advisor basis. Gross profitability is in turn effected by the
percentages of the Partnership's assets allocated to trading. During periods
when Profit Shares are a high percentage of net trading gains, it is likely
that there has been substantial performance non-correlation among the Advisors
(so that the total Profit Shares paid to those Advisors which have traded
profitably are a high percentage, or perhaps even in excess, of the total
profits recognized, as other Advisors have incurred offsetting losses,
reducing overall trading gains but not the Profit Shares paid to the
successful Advisors) --suggesting the likelihood of generally trendless,
non-consensus markets.

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

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

                                     13

<PAGE>

LIQUIDITY; CAPITAL RESOURCES

     The Partnership sells no securities other than the Units. The
Partnership borrows only to a limited extent and only on a strictly
short-term basis in order to finance losses on non-U.S. dollar denominated
trading positions pending the conversion of the Partnership's U.S. dollar
deposits. These borrowings are at a prevailing short-term rate in the
relevant currency. They have been immaterial to the Partnership's operation
to date and are expected to continue to be so.

     Substantially all of the Partnership's assets are held in cash. The Net
Asset Value of the Partnership's cash is not affected by inflation. However,
changes in interest rates could cause periods of strong up or down price trends,
during which the Partnership's profit potential generally increases. Inflation
in commodity prices could also generate price movements which the strategies
might successfully follow.

     Except in very unusual circumstances, the Partnership should be able to
close out any or all of its open trading positions and liquidate any or all of
its securities holdings quickly and at market prices. This permits an Advisor to
limit losses, as well as reduce market exposure on short notice should its
strategies indicate doing so. In addition, because there is a readily available
market value for the Partnership's positions and assets, the Partnership's
monthly Net Asset Value calculations are precise, and investors need only wait
ten business days to receive the full redemption proceeds of their Units.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  Not applicable.

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements required by this Item are included in Exhibit
13.01.

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

ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     There were no changes in or disagreements with independent auditors on
accounting or financial disclosure.

                                     14

<PAGE>


                                    PART III

ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (a,b)    IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS:


     As a limited partnership, the Partnership itself has no officers or
directors and is managed by MLIP. Trading decisions are made by the Advisors on
behalf of the Partnership. MLIP promotes the Partnership and is its controlling
person.

     The directors and executive officers of MLIP and their respective business
backgrounds are as follows:

RONALD S. ROSENBERG        Chairman and Director

FABIO P. SAVOLDELLI        President and Director

FRANK M. MACIOCE           Vice President and Director

STEVEN B. OLGIN            Vice President, Chief Administrative Officer and
                           Director

MICHAEL L. PUNGELLO        Vice President, Chief Financial Officer and Treasurer


     Ronald S. Rosenberg was born in 1962. Mr. Rosenberg is Chairman and a
Director of MLIP and head of the Alternative Investments Group for MLIM
Americas, which creates alternative investment products and strategies for
Merrill Lynch's large institutional and high net worth private clients. These
products include funds of funds investing in hedge funds, private equity
funds, exchange funds, as well as other specialized investment products. Most
recently, Mr. Rosenberg ran the Global Hedge Fund Sales Group and
International Fixed Income Groups which sold investment products to hedge
funds worldwide. He joined Merrill Lynch in 1995 from JP Morgan, where he was
also responsible for sales groups that sold investment products to hedge
funds. Mr. Rosenberg was educated at the Wharton Business School, where he
received a Master of Business Administration in Finance. He graduated Phi Beta
Kappa from Rutgers University with a Bachelor of Arts in Computer Science and
Economics.

     Fabio P. Savoldelli was born in 1961. Mr. Savoldelli is President and a
Director of MLIP. He will oversee the Partnership's investments. Most
recently, Mr. Savoldelli was Chief Investment Officer for the Americas at the
Chase Manhattan Private Bank, responsible for managers investing assets in
international and domestic institutional, private client and ERISA funds.
Previously, he was Deputy Chief Investment Officer and Head of Fixed Income
and Foreign Exchange at Swiss Bank Corp. London Portfolio Management
International. Mr. Savoldelli was educated at the University of Windsor,
Canada, and the London School of Economics.

     Frank M. Macioce was born in 1945. Mr. Macioce is a Vice President and a
Director of MLIP and the senior legal counsel responsible for Alternative
Investments. He joined MLIM in February 2000. From 1995 to 2000, Mr. Macioce was
General Counsel of Operations, Services and Technology for Merrill Lynch, and
from 1993 to 1995 served as Merrill Lynch Investment Banking General Counsel.
From 1980 to 1993 he served as Assistant General Counsel of Merrill Lynch
responsible for Corporate Law. During his 28 years with Merrill Lynch, he has
served as a director and officer of a number of its affiliates. Mr. Macioce
graduated from Purdue University with a Bachelor of Science in Economics and
Psychology in 1967 and from Vanderbilt Law School with a Juris Doctor in 1972.
Mr. Macioce is a member of the New York Bar.

     Steven B. Olgin was born in 1960. Mr. Olgin is Vice President, Chief
Administrative Officer and Director of MLIP. He joined MLIP in July 1994 and
became a Vice President in July 1995. From 1986 until July 1994, Mr. Olgin
was an associate of the law firm of Sidley & Austin. In 1982, Mr. Olgin
graduated from The American University with a Bachelor of Science in Business
Administration and a Bachelor of Arts in Economics. In 1986, he received his

                                     15

<PAGE>

Juris Doctor from The John Marshall Law School. Mr. Olgin is a member of the
Managed Funds Association's Government Relations Committee and has served as an
arbitrator for the National Futures Association. Mr. Olgin is a member of the
Illinois Bar.

     Michael L. Pungello was born in 1957. Mr. Pungello is Vice President, Chief
Financial Officer and Treasurer of MLIP. He was First Vice
President and Senior Director of Finance for Merrill Lynch's Operations,
Services and Technology Group from January 1998 to March 1999. Prior to that,
Mr. Pungello spent over 18 years with Deloitte & Touche LLP, and was a partner
in their financial services practice from June 1990 to December 1997. He
graduated from Fordham University in 1979 with a Bachelor of Science in
Accounting and received his Master of Business Administration in Finance from
New York University in 1987.

     As of December 31, 2000, the principals of MLIP had no investment in the
Partnership, and MLIP's general partner interest in the Partnership was valued
at $93,400.

     MLIP acts as general partner to eleven public futures funds whose units of
limited partnership interest are registered under the Securities Exchange Act of
1934: The Futures Expansion Fund Limited Partnership, The SECTOR Strategy
Fund(SM), L.P., ML Futures Investments L.P., John W. Henry & Co./Millburn L.P.,
The SECTOR Strategy Fund (SM) II L.P., The SECTOR Strategy Fund (SM) V L.P., The
SECTOR Strategy Fund (SM) VI L.P., ML Global Horizons L.P., ML Principal
Protection L.P., ML JWH Strategic Allocation Fund L.P. and the Partnership.
Because MLIP serves as the sole general partner of each of these funds, the
officers and directors of MLIP effectively manage them as officers and directors
of such funds.

         (c)      IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES:

                  None.

         (d)      FAMILY RELATIONSHIPS:

                  None.

         (e)      BUSINESS EXPERIENCE:

                  See Item 10(a)(b) above.

         (f)      INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:

                  None.

         (g)      PROMOTERS AND CONTROL PERSONS:

                  Not applicable.

ITEM 11:  EXECUTIVE COMPENSATION

     The directors and officers of MLIP are remunerated by MLIP. The
Partnership does not itself have any officers, directors or employees. The
Partnership pays Brokerage Commissions to MLF and Administrative Fees to
MLIP. MLIP or its affiliates may also receive certain economic benefits from
holding the Partnership's U.S. dollar assets. The directors and officers
receive no "other compensation" from the Partnership, and the directors
receive no compensation for serving as directors of MLIP. There are no
compensation plans or arrangements relating to a change in control of either
MLIP or the Partnership.

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS:

     As of December 31, 2000, no person or "group" is known to be or have been
the beneficial owner of more than 5% of the Units.

                                     16

<PAGE>

         (b)      SECURITY OWNERSHIP OF MANAGEMENT:

                  As of December 31, 2000, MLIP owned 476 Units (unit-equivalent
general partnership interests), which was less than 1.1% of the total Units
outstanding.

         (c)      CHANGES IN CONTROL:

                  None.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         (a)      TRANSACTIONS BETWEEN MERRILL LYNCH AND THE PARTNERSHIP:

     All of the service providers to the Partnership, other than the
Advisors, are affiliates of Merrill Lynch. Merrill Lynch negotiated with the
Advisors over the level of their advisory fees and Profit Shares. However,
none of the fees paid by the Partnership to any Merrill Lynch party were
negotiated, and they are higher than would have been obtained in arms-length
bargaining.

     The Partnership pays Merrill Lynch substantial Brokerage Commissions and
Administrative Fees, as well as bid-ask spreads on forward currency trades.
The Partnership also pays MLF interest on short-term loans extended by MLF to
cover losses on foreign currency positions.

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

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

     MLIP pays substantial selling commissions and trailing commissions to
MLPF&S for distributing the Units. MLIP is ultimately paid back for these
expenditures from the revenues it receives from the Partnership.

         (b)      CERTAIN BUSINESS RELATIONSHIPS:

     MLF, an affiliate of MLIP, acts as the principal commodity broker for the
Partnership.

     In 2000, the Partnership expensed, through MM LLC, the following fees:
(i) Brokerage Commissions of $752,157 to MLF, which included approximately
$103,143 in consulting fees earned by the Advisors; and (ii) Administrative
Fees of $21,490 to MLIP. In addition, MLIP and its affiliates may have
derived certain economic benefits from possession of the Partnership's
assets, as well as from foreign exchange and EFP trading.

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

         (c)      INDEBTEDNESS OF MANAGEMENT:

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

         (d)      TRANSACTIONS WITH PROMOTERS:

                  Not applicable.

                                     17

<PAGE>

                                     PART IV

ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
    (a)1.   FINANCIAL STATEMENTS:                                                               PAGE
<S>                                                                                            <C>
            Independent Auditors' Report                                                           1

            Statements of Financial Condition as of December 31, 2000 and 1999                     2

            For the years ended December 31, 2000, 1999 and 1998
                     Statements of Operations                                                      3
                     Statements of Changes in Partners' Capital                                    4

            Notes to Financial Statements                                                       5-10
</TABLE>

    (a)2.   FINANCIAL STATEMENT SCHEDULES:

     Financial statement schedules not included in this Form 10-K have been
omitted for the reason that they are not required or are not applicable or that
equivalent information has been included in the financial statements or notes
thereto.

         (a)3.    EXHIBITS:

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

<TABLE>
<CAPTION>
DESIGNATION                DESCRIPTION
<S>                        <C>
3.01(i)                    Amended and Restated Certificate of Limited Partnership of the
                           Registrant, dated July 27, 1995.

EXHIBIT 3.01(I):           Is incorporated herein by reference from Exhibit 3.01(d) contained in
                           the Registrant's report on Form 10-Q for the Quarter Ended
                           June 30, 1995.

3.01(ii)                   Limited Partnership Agreement of the Partnership.

EXHIBIT                    3.01(II): Is incorporated herein by reference from
                           Exhibit 3.01(a) contained in Amendment No. 1 (as
                           Exhibit A) to the Registration Statement (File
                           No. 33-34432), filed on May 25, 1990 on Form S-1
                           under the Securities Act of 1933 (the "Registrant's
                           Registration Statement").

10.01(o)                   Form of Advisory Agreement between the Partnership, Merrill Lynch
                           Investment Partners Inc., Merrill Lynch Futures Inc. and each Advisor.

EXHIBIT 10.01(O):          Is incorporated herein by reference from Exhibit 10.01(o) contained in
                           the Registrant's report on Form 10-Q for the Quarter Ended
                           June 30, 1995.

10.02(a)                   Form of Consulting Agreement between each Advisor of the Partnership
                           and Merrill Lynch Futures Inc.

EXHIBIT 10.02(A):          Is incorporated herein by reference from Exhibit 10.02(a) contained in
                           the Registrant's Registration Statement.

10.03(a)                   Form of Customer Agreement between the Partnership and Merrill Lynch
                           Futures Inc.
</TABLE>

                                     18

<PAGE>

<TABLE>
<S>                        <C>
EXHIBIT 10.03(A):          Is incorporated herein by reference from Exhibit 10.03(a) contained in
                           the Registrant's Registration Statement.

10.06                      Foreign Exchange Desk Service Agreement among Merrill Lynch Investment
                           Bank, Merrill Lynch Investment Partners Inc., Merrill Lynch Futures Inc.
                           and the Partnership.

EXHIBIT 10.06:             Is incorporated herein by reference from Exhibit 10.06 contained in the
                           Registrant's report on Form 10-K for the year ended December 31, 1996.

10.07(a)                   Form of Advisory and Consulting Agreement Amendment among Merrill Lynch
                           Investment Partners Inc., each Advisor, the Partnership and Merrill Lynch
                           Futures Inc.

EXHIBIT 10.07(A):          Is incorporated herein by reference from Exhibit 10.07(a) contained in
                           the Registrant's report on Form 10-K for the year ended
                           December 31, 1996.

10.07(b)                   Form of Amendment to the Customer Agreement among the Partnership and
                           MLF.

EXHIBIT 10.07(B):          Is incorporated herein by reference from Exhibit 10.07(b) contained in
                           the Registrant's report on Form 10-K for the year ended
                           December 31, 1996.

13.01                      2000 Annual Report and Independent Auditors' Report.

EXHIBIT 13.01:             Is filed herewith.

13.01(a)                   2000 Annual Report and Independent Auditors' Report for the following
                           Trading Limited Liability Company sponsored by Merrill Lynch Investment
                           Partners Inc.:
                           ML Multi-Manager Portfolio LLC

EXHIBIT 13.01(A):          Is filed herewith.


28.01                      Prospectus of the Partnership dated June 1, 1990.

EXHIBIT 28.01:             Is incorporated by reference as filed with the Securities and Exchange
                           Commission pursuant to Rule 424 under the Securities Act of 1933
                           (File No. 33-34432) filed on June 7, 1990.
</TABLE>


         (b)      REPORT ON FORM 8-K:

     No reports on Form 8-K were filed during the fourth quarter of 2000.

                                     19

<PAGE>

                                   SIGNATURES

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

                           ML FUTURES INVESTMENTS II L.P.

                           By:  MERRILL LYNCH INVESTMENT PARTNERS INC.
                                          General Partner

                           By: /S/ RONALD S. ROSENBERG
                               -----------------------------
                                    Ronald S. Rosenberg
                                    Chairman and Director
                                    (Principal Executive Officer)

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed on March, 2001 by the
following persons on behalf of the Registrant and in the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE                      TITLE                                                                DATE
<S>                            <C>                                                                  <C>
/s/ Ronald S. Rosenberg        Chairman and Director                                                March 30, 2001
----------------------         (Principal Executive Officer)
Ronald S. Rosenberg

/s/Fabio P. Savoldelli         President and Director                                               March 30, 2001
----------------------
Fabio P. Savoldelli

/s/ Steven B. Olgin            Vice President, Chief Administrative Officer and Director            March 30, 2001
------------------
Steven B. Olgin

/s/Michael L. Pungello         Vice President, Chief Financial Officer and Treasurer                March 30, 2001
----------------------         (Principal Financial and Accounting Officer)
Michael L. Pungello
</TABLE>


(Being the principal executive officer, the principal financial and accounting
officer and a majority of the directors of Merrill Lynch Investment Partners
Inc.)

<TABLE>
<S>                            <C>                                                                  <C>
MERRILL LYNCH INVESTMENT       General Partner of Registrant                                        March 30, 2001
   PARTNERS INC.

By /s/ Ronald S. Rosenberg
   -----------------------
       Ronald S. Rosenberg
</TABLE>

                                     20

<PAGE>

                          ML FUTURES INVESTMENTS II L.P.

                                 2000 FORM 10-K

                                INDEX TO EXHIBITS

                                     EXHIBIT

Exhibit 13.01           2000 Annual Report and Independent Auditors' Report

Exhibit 13.01(a)        2000 Annual Report and Independent Auditors' Report
                        for the following Trading Limited Liability Company
                        sponsored by Merrill Lynch Investment Partners Inc.
                        ML Multi-Manager Portfolio LLC


                                     21