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Exhibit 13.01

 

 

ML SELECT FUTURES I L.P.

 

(A Delaware Limited Partnership)

 

 

 

Financial Statements as of and for the years ended

 

December 31, 2011, 2010 and 2009

 

and Report of Independent Registered Public Accounting Firm

 

 



 

ML Select Futures I L.P.

(A Delaware Limited Partnership)

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

1

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

Statements of Financial Condition as of December 31, 2011 and 2010

 

2

 

 

 

Statements of Operations for the years ended December 31, 2011, 2010 and 2009

 

3

 

 

 

Statements of Changes in Partners’ Capital for the years ended December 31, 2011, 2010 and 2009

 

4

 

 

 

Financial Data Highlights for the years ended December 31, 2011, 2010 and 2009

 

5

 

 

 

Notes to Financial Statements

 

6

 



 

Report of Auditors - PWC

 

 

Report of Independent Registered Public Accounting Firm

 

To the Partners of

ML Select Futures I L.P.:

 

In our opinion, the accompanying statements of financial condition, and the related statements of operations, changes in partners’ capital, and financial data highlights present fairly, in all material respects, the financial position of ML Select Futures I L.P. (the “Partnership”) at December 31, 2011 and 2010, and the results of its operations, the changes in its partners’ capital and its financial data highlights for each of the three years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. These financial statements and the financial data highlights (hereafter referred to as the “financial statements”) are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting  the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

 

PricewaterhouseCoopers LLP

March 21, 2012

 

 

PricewaterhouseCoopers LLP, PricewaterhouseCoopers Center, 300 Madison Avenue, New York, NY 10017 T: (646) 471 3000, F: (813) 286 6000, www.pwc.com/us

 

1



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

STATEMENTS OF FINANCIAL CONDITION

AS OF DECEMBER 31, 2011 AND 2010

 

 

 

2011

 

2010

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Equity in commodity trading accounts:

 

 

 

 

 

Cash (includes restricted cash of $7,624,023 for 2011 and $8,492,711 for 2010)

 

$

122,672,228

 

$

147,627,836

 

Net unrealized profit on open futures contracts

 

353,629

 

4,344,222

 

Net unrealized profit on open forwards contracts

 

 

2,172,926

 

Cash and cash equivalents

 

468,957

 

264,329

 

Accrued interest receivable

 

 

19,626

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

123,494,814

 

$

154,428,939

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Net unrealized loss on open futures contracts

 

$

175,598

 

$

500,182

 

Net unrealized loss on open forward contracts

 

325,173

 

175,650

 

Wrap Fee Payable

 

589,346

 

736,758

 

Redemptions payable

 

3,100,626

 

2,560,999

 

Total liabilities

 

4,190,743

 

3,973,589

 

 

 

 

 

 

 

PARTNERS’ CAPITAL:

 

 

 

 

 

 

 

 

 

 

 

General Partner (6,000 Units and 13,916 Units)

 

1,705,074

 

4,006,555

 

Limited Partners (413,820 Units and 508,654 Units)

 

117,598,997

 

146,448,795

 

 

 

 

 

 

 

Total partners’ capital

 

119,304,071

 

150,455,350

 

 

 

 

 

 

 

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

 

$

123,494,814

 

$

154,428,939

 

 

 

 

 

 

 

NET ASSET VALUE PER UNIT

 

 

 

 

 

(Based on 419,820 and 522,570 Units outstanding; unlimited Units authorized)

 

$

284.1791

 

$

287.9143

 

 

See notes to financial statements.

 

2



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

 

 

 

2011

 

2010

 

2009

 

TRADING PROFIT (LOSS):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized, net

 

$

12,292,987

 

$

(13,126,930

)

$

16,697,398

 

Change in unrealized, net

 

(5,988,458

)

1,981,160

 

(636,006

)

 

 

 

 

 

 

 

 

Total trading profit (loss)

 

6,304,529

 

(11,145,770

)

16,061,392

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

85,533

 

220,830

 

326,337

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wrap fee

 

7,959,412

 

9,258,996

 

11,199,661

 

Profit Shares

 

 

 

2,137,349

 

 

 

 

 

 

 

 

 

Total expenses

 

7,959,412

 

9,258,996

 

13,337,010

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(7,873,879

)

(9,038,166

)

(13,010,673

)

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(1,569,350

)

$

(20,183,936

)

$

3,050,719

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of General Partner and Limited Partner Units outstanding

 

476,534

 

571,501

 

853,125

 

 

 

 

 

 

 

 

 

Net income (loss) per weighted average General Partner and Limited Partner Unit

 

$

(3.29

)

$

(35.32

)

$

3.58

 

 

See notes to financial statements.

 

3



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

 

 

 

 

 

General

 

Limited

 

 

 

 

 

Units

 

Partner

 

Partners

 

Total

 

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2008

 

686,163

 

4,367,587

 

211,187,107

 

215,554,694

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

12,962

 

 

3,974,755

 

3,974,755

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

92,201

 

2,958,518

 

3,050,719

 

 

 

 

 

 

 

 

 

 

 

Redemptions

 

(97,019

)

 

(29,614,869

)

(29,614,869

)

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2009

 

602,106

 

$

4,459,788

 

$

188,505,511

 

$

192,965,299

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(453,233

)

(19,730,703

)

(20,183,936

)

 

 

 

 

 

 

 

 

 

 

Redemptions

 

(79,536

)

 

(22,326,013

)

(22,326,013

)

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2010

 

522,570

 

$

4,006,555

 

$

146,448,795

 

$

  150,455,350

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

1,952

 

 

548,696

 

548,696

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(51,979

)

(1,517,371

)

(1,569,350

)

 

 

 

 

 

 

 

 

 

 

Redemptions

 

(104,702

)

(2,249,502

)

(27,881,123

)

(30,130,625

)

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2011

 

419,820

 

$

  1,705,074

 

$

  117,598,997

 

$

119,304,071

 

 

See notes to financial statements.

 

4



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE YEARS ENDED December 31, 2011, 2010 and 2009

 

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

 

 

 

2011

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Per Unit Operating Performance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$

287.9143

 

$

320.4839

 

$

314.1450

 

 

 

 

 

 

 

 

 

Net realized trading profit (loss)

 

25.6427

 

(20.6680

)

27.2622

 

Change in unrealized, net

 

(12.8592

)

3.8890

 

(0.4210

)

Interest income

 

0.1716

 

0.3873

 

0.5029

 

Expenses (1)

 

(16.6903

)

(16.1779

)

(21.0052

)

 

 

 

 

 

 

 

 

Net asset value, end of year

 

$

284.1791

 

$

287.9143

 

$

320.4839

 

 

 

 

 

 

 

 

 

Total Return:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return (2) 

 

-1.30

%

-10.16

%

2.60

%

 

 

 

 

 

 

 

 

Ratios to Average Partners’ Capital (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (2)

 

5.78

%

5.74

%

6.16

%

Net investment loss

 

-5.72

%

-5.61

%

-6.00

%

 


(1) Includes the impact of brokerage commission expenses.

(2) Includes the impact of Performance fees of 0%, 0% and -1.08%, respectively.

 

See notes to financial statements.

 

5



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

NOTES TO FINANCIAL STATEMENTS

 

1.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

ML Select Futures I L.P. (the “Partnership”) was organized under the Delaware Revised Uniform Partnership Act in August 1995 and commenced trading activities on April 16, 1996. The Partnership issues new units of limited partner interest (“Units”) at Net Asset Value as of the beginning of each calendar month. The Partnership engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Sunrise Capital Partners, LLC (“Sunrise” or trading advisor) is the trading advisor of the Partnership.

 

Merrill Lynch Alternative Investments LLC (“MLAI” or the “Sponsor” or the “General Partner”), is the general partner and sponsor of the Partnership. MLAI 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. Merrill Lynch International Bank is the Partnership’s forward contracts broker. Merrill Lynch is a wholly-owned subsidiary of Bank of America. MLAI has agreed to maintain a general partner’s interest of at least 1% of the total capital in the Partnership.  MLAI and each Limited Partner share in the profits and losses of the Partnership in proportion to their respective interests in it.

 

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.

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that 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.

 

Statement of Cash Flows

 

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

 

6



 

Revenue Recognition

 

Commodity futures, options on futures and forward contract transactions are recorded on trade date. Open contracts are reflected in Net unrealized profit (loss) on open contracts in the Statements of Financial Condition as the difference between the original contract value and the market value (for those commodity interests for which market quotations are readily available) or at fair value.  The change in unrealized profit (loss) on open contracts from one period to the next is reflected in Change in unrealized under Trading profit (loss) in the Statements of Operations.

 

Foreign Currency Transactions

 

The Partnership’s functional currency is the U.S. dollar; however, it may transact business in currencies other than the U.S. dollar.  Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the dates of the Statements of Financial Condition.  Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the year.  Profits and losses resulting from the translation to U.S. dollars are included in Trading profit (loss) in the Statements of Operations of the Partnership.

 

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 as defined in Note 3). Cash was held at a nationally recognized financial institution.

 

Equity in Commodity Trading Accounts

 

A portion of the assets maintained at MLPF&S is restricted cash required to meet maintenance margin requirements.

 

Operating Expenses and Selling Commissions

 

MLAI pays all routine operating expenses including legal, accounting, printing, postage and similar administrative expenses of the Partnership.  MLAI receives an administrative fee as well as a portion of the brokerage commissions paid to MLPF&S by the Partnership (see Note 4).

 

No selling commissions have been or are paid directly by the Limited Partners.  All selling commissions are paid by MLAI.

 

Income Taxes

 

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

 

The Partnership follows the Accounting Standard Codification (“ASC”) guidance on 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

 

7



 

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.  MLAI 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 — 2008.

 

Distributions

 

The Limited Partners are entitled to receive, equally per Unit, any distributions which may be made by the Partnership.  No such distributions have been declared for the years ended December 31, 2011, 2010 and 2009.

 

Subscriptions

 

Currently, the Partnership is closed to new investors.  Existing investors only are allowed to add to their existing positions.  Units are offered as of the close of business at the end of each month.  Units are purchased as of the first business day of any month at Net Asset Value, but the subscription request must be submitted at least three calendar days before the end of the preceding month.  Subscriptions submitted less than three calendar days before the end of a month will be applied to Unit subscriptions as of the beginning of the second month after receipt, unless revoked by MLAI.

 

Redemptions

 

A Limited Partner may redeem some or all of such Partner’s Units at Net Asset Value as of the close of business on the last business day of any calendar month upon ten days’ notice (“notice period”). Units redeemed on or before the end of the twelfth full month after purchase will be assessed an early redemption charge of 4% of their Net Asset Value as of the date of redemption.  If an investor makes multiple investments in the Partnership, investments are treated on a first-in, first-out basis in determining whether a redemption charge is applicable. Redemption charges are subtracted from redemption proceeds and paid to MLAI.

 

Redemption requests are accepted within the notice period. The Partnership does not accept any redemption requests after the notice period. All redemption requests received after the notice period will be processed for the following month.

 

Dissolution of the Partnership

 

The Partnership will terminate on December 31, 2020 or at an earlier date if certain conditions occur, as well as under certain other circumstances as set forth in the Limited Partnership Agreement.

 

8



 

2.      CONDENSED SCHEDULES OF INVESTMENTS

 

The Partnership’s investments, defined as Net unrealized profit (loss) on open contracts on the Statements of Financial Condition, as of December 31, 2011 and 2010, are as follows:

 

December 31, 2011

 

 

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

 

Sector

 

Contracts/Notional

 

Profit (Loss)

 

Partners’ Capital

 

Contracts/Notional

 

Profit (Loss)

 

Partners’ Capital

 

on Open Positions

 

Partners’ Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

 

$

 

0.00

%

(641

)

$

(962,910

)

-0.81

%

$

(962,910

)

-0.81

%

March 12 - June 12

 

Currencies

 

36,805,645

 

467,077

 

0.39

%

(163,173,387

)

(178,630

)

-0.15

%

288,447

 

0.24

%

March 12

 

Interest rates

 

378

 

223,111

 

0.19

%

(285

)

3,149

 

0.00

%

226,260

 

0.19

%

March 12 - June 12

 

Energy

 

 

 

0.00

%

(34

)

54,740

 

0.05

%

54,740

 

0.05

%

January 12

 

Metals

 

7

 

(3,993

)

0.00

%

(269

)

113,371

 

0.10

%

109,378

 

0.10

%

February 12 - March 12

 

Stock indices

 

 

 

0.00

%

(340

)

136,943

 

0.11

%

136,943

 

0.11

%

January 12 - March 12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

686,195

 

0.58

%

 

 

$

(833,337

)

-0.70

%

$

(147,142

)

-0.12

%

 

 

 

December 31, 2010

 

 

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

 

Commodity Industry

 

Number of

 

Unrealized

 

Percent of

 

Number of

 

Unrealized

 

Percent of

 

Profit (Loss)

 

Percent of

 

 

 

Sector

 

Contracts/Notional

 

Profit (Loss)

 

Partners’ Capital

 

Contracts/Notional

 

Profit (Loss)

 

Partners’ Capital

 

on Open Positions

 

Partners’ Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

348

 

$

1,762,786

 

1.17

%

 

$

 

0.00

%

$

1,762,786

 

1.17

%

March 11

 

Currencies

 

1,330,860,517

 

2,355,094

 

1.57

%

(497,146,287

)

(171,750

)

-0.11

%

2,183,344

 

1.46

%

March 11

 

Interest rates

 

 

 

0.00

%

(780

)

(253,496

)

-0.17

%

(253,496

)

-0.17

%

March  11 - December 11

 

Energy

 

405

 

757,124

 

0.50

%

(28

)

(45,360

)

-0.03

%

711,764

 

0.47

%

January 11 - February 11

 

Metals

 

380

 

2,127,230

 

1.41

%

(165

)

(750,472

)

-0.50

%

1,376,758

 

0.91

%

January 11 - March 11

 

Stock indices

 

530

 

60,160

 

0.04

%

 

 

0.00

%

60,160

 

0.04

%

January 11 - March 11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

7,062,394

 

4.69

%

 

 

$

(1,221,078

)

-0.81

%

$

5,841,316

 

3.88

%

 

 

 

No individual contract’s unrealized profit or loss comprised greater than 5% of Partners’ Capital as of December 31, 2011 and 2010.

 

9



 

3.              FAIR VALUE OF INVESTMENTS

 

The Financial Accounting Standards Board (“FASB”) issued the 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 the measurement date (i.e. the exit price).  All investments (including derivative financial instruments and derivative commodity instruments) are held for trading purposes.  The investments are recorded on trade date and open contracts are recorded at fair value (described below) at the measurement date. Investments denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date.  Profits or losses are realized when contracts are liquidated.  Unrealized profits or losses on open contracts are included in Equity in commodity trading account on the Statements of Financial Condition.  Any change in net unrealized profit or loss from the preceding year is reported in 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. Investments that are included in this category generally are privately held debt and equity securities.

 

10



 

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.

 

Exchange traded investments are fair valued by the Partnership by using the reported closing price on the primary exchange where it trades such investments. These closing prices are observed through the clearing broker and third party pricing services. For non-exchange traded investments, quoted values and other data provided by nationally recognized independent pricing sources are used as inputs into its process for determining fair values.

 

The independent pricing sources obtain market quotations and actual transaction prices for securities that have quoted prices in active markets. Each source has its own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of “matrix pricing” in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair market value.

 

The Partnership has determined that Level I securities would include all of its futures and options contracts where it believes that quoted prices are available in an active market.

 

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 and these are generally classified as Level II securities. The Partnership determined that Level II securities would include its forward and certain futures contracts.

 

The Partnership’s net unrealized profit (loss) on open forward and futures contracts, by the above fair value hierarchy levels, for the years ended December 31, 2011 and 2010 are as follows:

 

2011

 

Total

 

Level I

 

Level II

 

Level III

 

Net unrealized profit (loss) on open contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

Long

 

$

691,525

 

$

695,518

 

$

(3,993

)

$

 

Short

 

$

(513,494

)

(497,885

)

(15,609

)

 

 

 

$

178,031

 

$

197,633

 

$

(19,602

)

$

 

 

 

 

 

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

Long

 

$

(5,330

)

$

 

$

(5,330

)

$

 

Short

 

$

(319,843

)

 

(319,843

)

 

 

 

$

(325,173

)

$

 

$

(325,173

)

$

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

$

(147,142

)

$

197,633

 

$

(344,775

)

$

 

 

11



 

2010

 

Total

 

Level I

 

Level II

 

Level III

 

Net unrealized profit (loss) on open contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Futures

 

 

 

 

 

 

 

 

 

Long

 

$

4,889,468

 

$

4,419,143

 

$

470,325

 

$

 

Short

 

$

(1,045,428

)

(294,956

)

(750,472

)

 

 

 

$

3,844,040

 

$

4,124,187

 

$

(280,147

)

$

 

 

 

 

 

 

 

 

 

 

 

Forwards

 

 

 

 

 

 

 

 

 

Long

 

$

2,172,926

 

$

 

$

2,172,926

 

$

 

Short

 

$

(175,650

)

 

(175,650

)

 

 

 

$

1,997,276

 

$

 

$

1,997,276

 

$

 

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

$

5,841,316

 

$

4,124,187

 

$

1,717,129

 

$

 

 

The Partnership’s volume of trading forwards and futures at December 31, 2011 and 2010, respectively, are representative of the activity throughout the year. There were no transfers to or from Level I or Level II during 2011 and 2010.

 

The Partnership engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Such contracts meet the definition of a derivative as noted in the ASC guidance for derivatives and hedging. The fair value amounts of and the profits and losses on derivative instruments is disclosed on the Statements of Financial Condition and Statements of Operations, respectively. There are no credit related contingent features embedded in these derivative contracts.

The total notional, contract amount, or number of contracts and fair values of derivative instruments by contract type/commodity sector are disclosed in Note 2, above.

 

The following table indicates the trading profits and losses, by type/commodity industry sector, on derivative instruments for the years ended December 31, 2011 and 2010:

 

Commodity Industry
Sector

 

December 31, 2011
Profit (loss) from trading, net

 

December 31, 2010
Profit (loss) from trading, net

 

 

 

 

 

 

 

Agriculture

 

$

(2,135,384

)

$

10,848,627

 

Currencies

 

(514,747

)

1,131,043

 

Energy

 

5,625,300

 

(13,777,007

)

Interest rates

 

930,413

 

2,036,296

 

Metals

 

5,503,752

 

(1,837,866

)

Stock indices

 

(3,104,805

)

(9,546,863

)

 

 

 

 

 

 

Total

 

$

6,304,529

 

$

(11,145,770

)

 

12



 

The Partnership is subject to the risk of insolvency of a counterparty, an exchange, a clearinghouse or MLPF&S.  Partnership assets could be lost or impounded during lengthy bankruptcy proceedings.  Were a substantial portion of the Partnership’s capital tied up in a bankruptcy or other similar types of proceedings, MLAI might suspend or limit trading, perhaps causing the Partnership to miss significant profit opportunities.  There are increased risks in dealing with unregulated trading counterparties including the risk that assets may not benefit from the protection afforded to “customer funds” deposited with regulated dealers and brokers.

 

4.              RELATED PARTY TRANSACTIONS

 

The Partnership’s U.S. dollar assets are maintained at MLPF&S. On assets held in U.S. dollars, MLPF&S credits the Partnership with interest at the most favorable rate payable by MLPF&S to accounts of Merrill Lynch affiliates but not less than 75% of such prevailing rate.  The Partnership is credited with interest on any of its assets and net profits actually held by MLPF&S in non-U.S. dollar currencies at a prevailing local rate received by MLPF&S.  MLPF&S may derive certain economic benefit, in excess of the interest, which MLPF&S pays to the Partnership, from possession of such assets.

 

MLPF&S charges the Partnership, at prevailing local interest rates, for financing realized and unrealized losses on the Partnership’s non-U.S. dollar-denominated positions.  Such amounts are netted against interest income due to the insignificance of such amounts.

 

The Partnership pays brokerage commissions to MLPF&S at a flat monthly rate equal to 0.458 of 1% (a 5.50% annual rate) of the Partnership’s month-end trading assets. The Partnership pays administrative fees to MLAI at a flat monthly rate equal to 0.021 of 1% (a 0.25% annual rate) of the Partnership’s month-end trading assets. Month-end trading assets are not reduced, for purposes of calculating brokerage commissions and administrative fees, by any accrued brokerage commissions, administrative fees, Profit Shares or other fees or charges.

 

Until 2007, the Partnership reimbursed MLAI for payment of the actual State of New Jersey annual filing fee (“NJ filing fees”) assessed on a per partner basis.  Filing fees receivable represents refunds on such payments.  The Partnership pays all filing fees directly and no longer reimburses MLAI for such disbursements.

 

Wrap Fees and Interest as presented on the Statements of Operations are all received from or paid to related parties.

 

The Partnership holds cash at an unaffiliated bank which invests such cash in a money market fund which is managed by BlackRock, which was a related party to MLAI for a portion of the year.  The Cash and cash equivalents as seen on the Statements of Financial Condition is the amount held by the related party.

 

On December 31, 2011 MLAI began to liquidate its position in the Partnership.

 

5.              ADVISORY AGREEMENT

 

The Partnership entered into an advisory agreement with Sunrise.  The advisory agreement between the Partnership and Sunrise continues to be in effect, subject to certain renewal rights exercisable by the Partnership.  Sunrise determines the commodity futures, options on futures and forward contracts traded by the Partnership, subject to certain trading policies and to certain rights reserved by MLAI.

 

13



 

MLPF&S pays Sunrise a monthly consulting fee of 0.083 of 1% (a 1% annual rate) of the month-end trading assets, after reduction for a portion of the brokerage commissions.

 

Profit Shares equal to 23% of any New Trading Profit, as defined in the limited partnership agreement, as of the end of each calendar year are paid to Sunrise.  Profit Shares are also paid out in respect of Units redeemed (to the extent they exceed the number of Units purchased) as of the end of interim months during a calendar year, to the extent of the applicable percentage of any New Trading Profit attributable to such Units.

 

6.              WEIGHTED AVERAGE UNITS

 

The weighted average number of Units outstanding is computed for purposes of calculating net income (loss) per weighted average Unit.  The weighted average number of Units outstanding for the years ended December 31, 2011, 2010 and 2009 equals the Units outstanding as of such date, adjusted proportionately for Units sold or redeemed based on the respective length of time each was outstanding during the year.

 

7.              RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2011, the FASB issued an update to requirements relating to Fair Value Measurement which represents amendments to achieve common fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. The amendments are of two types: (i) those that clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

 

The amendments that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements relate to (i) measuring the fair value of the financial instruments that are managed within a portfolio; (ii) application of premium and discount in a fair value measurement; and (iii) additional disclosures about fair value measurements. The update is effective for annual periods beginning after December 15, 2011. MLAI does not believe the adoption of this update will have a material impact on the Partnership’s financial statements.

 

In December 2011, the FASB issued an update to Disclosures about Offsetting Assets and Liabilities. This update enhances disclosures and provides disclosures about financial instruments and derivative instruments that are either offset on the statement of financial condition or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial condition.  Entities are required to provide both net and gross information for these assets and liabilities.  An entity is required to apply the required disclosures for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  An entity should provide the disclosures required by this update retrospectively for all comparative periods presented. The Partnership is currently assessing the impact of this update on its financial statements.

 

8.              MARKET AND CREDIT RISKS

 

The nature of this Partnership has certain risks, which cannot all be presented on the financial statements.  The following summarizes some of those risks.

 

14



 

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 Partnership’s Net unrealized profit (loss) on such derivative instruments as reflected in the Statements of Financial Condition.  The Partnership’s exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Partnership 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 Sunrise, calculating the Net Asset Value of the Partnership as of the close of business on each day and reviewing outstanding positions for over-concentrations.  While MLAI does not itself intervene in the markets to hedge or diversify the Partnership’s market exposure, MLAI may urge Sunrise to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual and unless it appears that Sunrise has begun to deviate from past practice or trading policies or to be trading erratically, MLAI’s basic risk control procedures consist simply of the ongoing process of advisor monitoring, with the market risk controls being applied by Sunrise.

 

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 (loss) on open contracts, if any, included in the Statements of Financial Condition.  The Partnership attempts to mitigate this risk by dealing exclusively with Merrill Lynch entities as clearing brokers.

 

15



 

The Partnership, in its normal course of business, enters into various contracts, with MLPF&S acting as its commodity broker.  Pursuant to the brokerage arrangement 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 Equity in commodity trading accounts on the Statements of Financial Condition.

 

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 Fund, 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.

 

9.              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.

 

16



 

*     *     *     *     *     *     *     *     *     *      *

 

To the best of the knowledge and belief of the

undersigned, the information contained in this

report is accurate and complete.

 

 

 

/s/ Barbra E. Kocsis

 

 

Barbra E. Kocsis

 

 

Chief Financial Officer

 

 

Merrill Lynch Alternative Investments LLC

 

 

General Partner of

 

 

ML Select Futures I L.P.

 

 

17