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, 2014

or

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

Commission file number: 0-50269

ML SELECT FUTURES I L.P.

(Exact name of registrant as specified in its charter)

c/o Merrill Lynch Alternative Investments LLC

250 Vesey Street, 11th Floor

New York, New York 10080

(Address of principal executive offices)

(Zip Code)

609-274-5838

(Registrant’s telephone number, including area code)

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o  No x

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

Yes o  No x

Indicate by check mark whether  the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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

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

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

Yes o  No x

The Units of limited partnership interest of the registrant are not publicly traded. Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.

As of February 28, 2015, limited partnership units with an aggregate Net Asset Value of $32,288,387 were outstanding and held by non-affiliates.

Documents Incorporated by Reference

The registrant’s 2014 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the fiscal year ended December 31, 2014, is incorporated by reference into Part II, Item 8, and Part IV hereof and filed as an Exhibit herewith. Copies of the annual report are available free of charge by contacting Alternative Investments Client Services at 1-866-MER-ALTS.

ML SELECT FUTURES I L. P.

ANNUAL REPORT FOR 2014 ON FORM 10-K

Table of Contents

PART I

Item 1:        Business

(a)                                 General Development of Business:

ML Select Futures I L.P. (the “Partnership”), which is an investment company as defined by Accounting Standards Codification (“ASC”) guidance, was organized under the Delaware Revised Uniform Limited Partnership Act in August 1995 and commenced trading activities on April 16, 1996. The Partnership engages in the speculative trading of 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. The Trading Advisor trades its Expanded Diversified Program (the “Trading Program”) for the Partnership.

Merrill Lynch Alternative Investments LLC (“MLAI”, the “Sponsor” or the “General Partner”), is the general partner and sponsor of the Partnership. MLAI is an indirect wholly-owned subsidiary of Bank of America Corporation. Bank of America Corporation and its affiliates are referred to herein as “BAC”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) is currently the exclusive clearing broker for the Partnership. The General Partner may select other parties as clearing broker(s). Merrill Lynch International (“MLI”) is the primary foreign exchange (“F/X”) forward prime broker for the Partnership. The General Partner may select other of its affiliates or third parties as F/X or other over-the counter (“OTC”) prime brokers. MLPF&S and MLI are BAC affiliates. MLAI has agreed to maintain a general partner’s interest of at least 1% of the total capital accounts 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.

In the Trading Program, the Trading Advisor applies its trend-following and related pattern recognition systems to a broadly-diversified portfolio of futures and forwards on underlying interests, including, but not limited to, precious and industrial metals, grains, petroleum products, soft commodities, U.S. and non-U.S. interest rates, U.S. and non-U.S. stock indices and sector indices, currencies and their cross rates (collectively “Commodity Interests”). The Trading Advisor may trade these investments on any U.S. or non-U.S. exchange.  See “Trading Advisor’s Trading Program,” below. The Trading Advisor is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

The Partnership issues limited partnership units (“Units”) which are privately offered pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).

The Partnership calculates the Net Asset Value per Unit as of the close of business on the last business day of each calendar month and such other dates as MLAI may determine in its discretion. The Partnership’s “Net Asset Value” will generally equal the value of the Partnership’s account under the management of its Trading Advisor as of such date, plus any other assets held by the Partnership, minus accrued Brokerage Commission, Administrative Fee, Profit Share (as such terms are defined in “Current Charges” below), and other liabilities of the Partnership.  MLAI is authorized to make all Net Asset Value determinations.

As of December 31, 2014, the Net Asset Value of the Partnership was $32,186,571 and the Net Asset Value per Unit, originally $100 as of April 1, 1996, had risen to $250.8188.

The highest month-end Net Asset Value per Unit since Sunrise began trading the Partnership was $326.4906 (November 30, 2009) and the lowest was $127.0118 (July 31, 1998).

The Net Asset Value of the Partnership is generally calculated in accordance with generally accepted accounting principles (“GAAP”). However, the Fund’s Limited Liability Company Operating Agreement allows the General Partner to depart from GAAP in calculating the Partnership’s Net Asset Value for all purposes other than for financial statement purposes, including for purposes of subscriptions and redemptions and fee calculations, if the General Partner determines in its good-faith discretion that this departure is advisable in order to better reflect the true value of any asset or amount of any liability, or to further the fair and equitable treatment of investors.  The General Partner may

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depart from GAAP in calculating the Partnership’s Net Asset Value for these purposes if, for example, it determines that application of GAAP would cause an expense to be taken in a particular fiscal period — and therefore borne only by investors who hold Units during such period — but the General Partner determines that it is more appropriate to spread such expense over additional fiscal periods.  In the event that the General Partner departs from GAAP in calculating the Partnerships Net Asset Value for purposes of subscriptions and redemptions, calculation of fees and other non-financial statement purposes, the Partnership’s audited financial statements will continue to be determined in accordance with GAAP.

(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:

Advisory Agreement Term

The Advisory Agreement will be automatically renewed for successive one-year periods, on the same terms, unless terminated by either the Trading Advisor or the Partnership upon notice to the other party. The Advisory Agreement may, however, be terminated at any time pursuant to any of the following: (i) MLAI may terminate the Advisory Agreement upon 24 hours’ notice; (ii) the Trading Advisor may terminate the Advisory Agreement upon 20 days’ notice as of any month-end if (a) the Trading Advisor notifies MLAI of a proposed material change to the strategies to be used in the Trading Advisor’s managing the Partnership’s account and MLAI instructs the Trading Advisor not to implement such change, (b) the Trading Advisor has determined to cease managing any customer accounts, (c) the Trading Advisor’s instructions are overridden, or (d) the Partnership has a Net Asset Value as of the close of business on any day less than $1 million; and (iii) MLAI may terminate the Advisory Agreement as a result of a material breach by the Trading Advisor, or the Trading Advisor may terminate the Advisory Agreement as a result of a material breach by MLAI or the Partnership.

Trading Advisor’s Trading Program

The Trading Advisor’s Trading Program attempts to detect a trend or related pattern, or lack of a trend or related pattern, with respect to a particular Commodity Interest by analyzing price movement and volatility over time.  This program consists of multiple, independent and parallel systems, each designed and tested to seek out and extract different market inefficiencies on different time horizons.  These systems will generate a signal to sell a “short” contract or purchase a “long” contract based upon their identification of a price trend in the particular Commodity Interest.  If the systems do not detect a price trend, a “neutral” trading signal will be generated.  While this neutral signal is designed to filter out high-risk “whipsaw” markets, it is successful on only a limited basis.  Successful speculative commodity trading employing trend-following and price pattern recognition techniques, such as the Trading Advisor’s system, depends to a large degree upon not trading in non-directional markets.  Accordingly, to the extent that this “neutral” trading signal is not generated during a non-trending market, trading would likely be unprofitable.

Long-term, trend-following and pattern recognition trading systems, such as those employed by the Trading Advisor, will seldom effect market entry or exit at the most favorable price in the particular market trend or price pattern.  Rather, this type of trading system seeks to close out losing positions quickly and to hold portions of profitable positions for as long as the trading system determines that the particular market trend or favorable price pattern continues to offer reasonable profit potential.  The number of losing transactions may exceed substantially the number of profitable transactions.  However, if the Trading Advisor’s approach is successful, these losses should be more than offset by gains.  In using this trading methodology, it is anticipated that The Trading Advisor will commit to margin between 5% and 30% of assets managed.  Margin requirements may from time to time exceed this range.

While the Trading Advisor relies on mechanical technical trading systems in making investment decisions using the methodology described, the overall strategy does include the latitude to depart from this approach if market conditions are such that, in the opinion of the Trading Advisor, execution of trades recommended by the

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mechanical systems would be difficult or unusually risky to an account.

There may, occur the rare instance in which the Trading Advisor will override the trading system to decrease market exposure.  Any modification of trading instructions could adversely affect the profitability of an account.  Among the possible consequences of such a modification would be (1) the entrance of a trade at a price significantly worse than a system’s signal price, (2) the complete negation of a signal which subsequently would have produced a profitable trade or (3) the premature termination of an existing trade.

A technical trading system consists of a series of fixed rules applied systematically.  However, the system still requires that the Trading Advisor make certain subjective judgments.  For example, the Trading Advisor must select the markets it will follow and Commodity Interests it will actively trade, along with the contract months in which it will maintain positions.  The Trading Advisor must also subjectively determine when to liquidate positions in a contract month which is about to expire and initiate a position in a more distant contract month.

Although the Trading Advisor’s Trading Program is continually evolving, there was no fundamental or material change to the Trading Program during 2014.

Markets

The Trading Program follows approximately 85 different markets.  These markets include, but are not limited to, precious and industrial metals, energy products, agricultural and soft commodities, U.S. and non-U.S. interest rate futures, U.S. and non-U.S. stock indices, minor currencies, major currencies and cross rates between them.  The Trading Advisor will adjust markets followed by the Trading Program, sometimes frequently.

The Partnership’s commitment to different types of markets — U.S. and non-U.S., regulated and non-regulated — may differ from time to time, as well as over time.  The Partnership has no policy restricting its relative commitment to any of these different types of markets

Forward Contracts and Counterparties

Currently, the only forward contracts entered into by the Partnership are currency forwards.  MLI is the only counterparty to these forward contracts.  In the future the Partnership may enter into other types of forwards and/or use other counterparties.  The standard terms of forward contracts entered into by the Partnership are the term, the currency, the exchange rate, the principal amount and, in some cases the definition of a “disruption event,” i.e., a contingency pricing and settlement mechanism if an event occurs that causes the unavailability of the relevant exchange rate.  Forwards are governed by International Swaps and Derivatives Association documentation, and, in some cases, also by EMTA, Inc. documentation.

Employees

The Partnership has no employees.

Use of Proceeds and Cash Management Income

Subscription Proceeds

The Partnership’s cash is used as security for and to pay the Partnership’s trading losses as well as its expenses and redemptions. The primary use of the proceeds of the sale of the Units is to permit Sunrise to trade on a speculative basis in a wide range of commodities on behalf of the Partnership.  While being used for this purpose, the Partnership’s assets are also generally available for cash management, as more fully described below under “Cash Management and Interest”.

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CONDENSED SCHEDULES OF INVESTMENTS

The Partnership’s investments, defined as unrealized profit (loss) on open contracts in the Statements of Financial Condition, as of December 31, 2014 and 2013 are as follows:

December 31, 2014

December 31, 2013

*Currencies-Forwards present notional amounts as converted to USD.

No individual contract’s unrealized profit or loss comprised greater than 5% of Partners’ Capital as of December 31, 2014 and December 31, 2013. With respect to each commodity industry sector listed in the above chart, the net unrealized profit (loss) on open positions is the sum of the unrealized profits (loss) of long positions and short positions of the open contracts, netting unrealized losses against unrealized profits as applicable.  Net unrealized profit and loss provides a rough measure of the exposure of the Partnership to the various sectors as of the date listed, although such exposure can change at any time.

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Margin

When a futures or options on futures position is established, “initial margin” is calculated by the exchange on which the position is listed and deposited with a Futures Commission Merchant (“FCM”) that is a member of the clearinghouse through which transactions on the relevant exchange are cleared.  An FCM must, in turn, deposit initial margin with the clearinghouse to secure its obligations to the clearinghouse with respect to the positions of its customers.  The amount of both the trader’s initial margin payment to the FCM and the FCM’s initial margin payment to the clearinghouse are determined on the basis of risk, taking into account the price and volatility of the commodity underlying the position and, in certain cases, the offsetting risks that exist within a portfolio of positions.  On most exchanges, at the close of each trading day “variation margin,” representing the unrealized gain or loss on the open positions, is either credited to or debited from an account.  A trader must maintain a minimum margin level for each outstanding futures position known as “maintenance margin,” which is set by the relevant exchange and based on the risk of the futures position, often a set percentage of the “initial margin.”  If “variation margin” payments cause the “initial margin” to fall below “maintenance margin” levels, a “margin call” is made, requiring the trader to deposit additional margin or have its position closed out.  A clearinghouse may have “maintenance margin” requirements for member FCMs.  An FCM may require a higher level of “initial margin” and “maintenance margin” from the trader than the clearinghouse requires from the FCM, but generally will not allow lower margin levels.  Margin is also required to be posted with counterparties when making investments through forward, swaps or other OTC instruments.  The counterparties calculate margin based on the risk of the underlying commodity and will deposit margin with each other based on a previously agreed upon schedule.  In general, approximately 10% to 30% of the Partnership’s assets are expected to be committed as margin for futures or options on futures positions at any one time, although these amounts could occasionally be substantially higher.  The Partnership’s exposure and liability are not limited to the amount placed on margin, but are based on the total value of the futures contracts being traded.  Partnership assets not committed to margin will be held in cash or cash equivalents and will earn interest as described below.

As of December 31, 2014 the Partnership employed $2,373,405 and $438,089 as initial margin to support futures and forward positions, respectively, representing approximately 7.15% and 1.32%, respectively, of the Partnership’s total assets as of such date.

Custody of Assets

The Partnership’s financial assets presently consist predominantly of cash, futures and OTC FX forward and spot positions.  In addition, the Partnership has authority to trade options on futures and forwards, but these contracts typically represent a small percentage of the Partnership’s financial assets, if any are traded at all.  Futures and OTC forwards and other instruments typically constitute the majority of the Partnership’s investment risk, but the notional value of these instruments is not included on the Partnership’s balance sheet.

The vast majority of the net assets of the Partnership is and has historically been, held in the form of cash.  The Partnership’s cash is used in various ways.  It can be:

·                  posted as margin with MLPF&S in segregated or secured accounts in connection with commodities trading on regulated exchanges;

·                  pledged as collateral to MLI for OTC forwards or options on forwards or to other OTC prime brokers for other OTC investments;

·                  deposited in savings or demand deposit accounts with the Partnership’s custodian or other banking institutions, both in the United States and internationally;

·                  held in securities brokerage accounts maintained with MLPF&S; and

·                  invested in securities or other instruments generally viewed as cash equivalents, which are in turn held in segregated or secured accounts with MLPF&S.

Typically the vast majority of the Partnership’s assets are held in segregated or secured accounts with MLPF&S.  In general, approximately 10% to 30% of the Partnership’s assets are expected to be required as margin or collateral at any one time. Approximately 90% of the Partnership’s assets are expected to be held in customer segregated accounts at MLPF&S pursuant to applicable Commodity Futures Trading Commission (“CFTC”) regulations to margin U.S. exchange-traded futures contracts and options thereon, or in customer secured accounts at MLPF&S and used to margin futures trading on non-U.S. exchanges pursuant to CFTC regulations.  The remaining approximately 10% is expected to be deposited with MLI, other OTC prime brokers, or one or more third-party collateral custodians as margin for OTC trades.

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These amounts could be substantially higher or lower and there is no obligation to maintain margin or collateral within these or any other specific ranges.

Assets held in segregated or secured accounts at MLPF&S may be invested only in CFTC-permitted investments, which include U.S. government and government agency securities, commercial paper and corporate notes and bonds guaranteed by the U.S. government and money market mutual Partnerships.  Under the applicable regulations, such permitted investments are subject to instrument and issuer-based concentration and time to maturity limits and must be managed with the objectives of preserving principal and maintaining liquidity.

Cash deposited in savings or demand deposit accounts with the Partnership’s custodian or other banking institutions may be in excess of the limits on federal insurance for deposits, and thus not insured by the Federal Deposit Insurance Corporation (“FDIC”), and would be subject to the risk of bank failure.

The General Partner, as sponsor of the Partnership, has a general policy of maintaining clearing and prime brokerage arrangements with its BAC affiliates, such as MLPF&S and MLI, although the General Partner may, nevertheless, engage unaffiliated service providers as clearing brokers or prime brokers for the Partnership.  Other affiliates may from time to time be involved in the clearing, custody or investment of the Partnership’s assets, including as prime brokers.  However, the vast majority of the Partnership’s assets are held with, and therefore subject to the credit risk of, MLPF&S.  The General Partner believes that its policy is in the best interest of investors due to the enhanced dependability and quality of service provided by MLPF&S and MLI to the Partnership as a result of the General Partner’s relationship and shared corporate infrastructure with these affiliates.  In addition, the General Partner believes that MLPF&S is well capitalized and that the Partnership benefits from the transparency provided to the General Partner, as an affiliate of MLPF&S, into the controls MLPF&S has implemented to comply with the various regulatory requirements designed to protect customer funds.  However, there nonetheless exists a substantial risk of loss with respect to each of the above custody arrangements in the event of the bankruptcy or insolvency of MLI or MLPF&S if it does not properly segregate customer funds.  See “Risk Factors — Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges” below for a more detailed discussion of these risks.

Subject to the interest income arrangements discussed below, each BAC entity holding Partnership assets, including MLPF&S, retains the additional economic benefit derived from possession and investment of those assets for the entity’s own account.

Cash Management and Interest

The General Partner is primarily responsible for the management of the Partnership’s “cash assets.”  In exercising this responsibility, the General Partner’s primary considerations are safety of assets, seeking interest income, and the services provided by custodians.  A vast majority of the Partnership’s cash has historically been held in futures brokerage accounts with affiliates.  To a smaller degree, the Partnership’s cash assets may be held with the Partnership’s bank custodian, which is at present the administrator.

The General Partner retains the ability to change its cash management practices at any time, including by transferring a majority of the Partnership’s cash assets to the Partnership’s custodial bank accounts or other bank accounts or by retaining an asset management firm to invest the Partnership’s cash assets in U.S. government and money market securities.  Bank deposits may be in either savings accounts that pay interest, or demand deposit accounts, which may or may not pay interest and which may or may not be subject to FDIC insurance.  Any of these banks or asset management firms may be affiliated with the General Partner if the General Partner believes that to be in the best interests of the investors in the Partnership.

MLPF&S and any other BAC affiliates that hold the Partnership’s cash assets receive economic benefits, which may be substantial, from holding this cash, even in low interest rate environments in which the Partnership receives little or no interest on these cash assets.

BAC’s “Interest Earning Program,” which offers interest on cash balances subject to a negotiated schedule, will generally apply to Partnership cash assets during any time they are maintained by the General Partner with its affiliates.  The present interest rate under the Interest Earning Program on U.S. dollar cash balances is the daily effective federal funds rate less 20 basis points, recalculated and accrued daily, and subject to a floor of 0%.  The daily effective federal funds rate is a volume-weighted average of rates on trades arranged by major brokers and is calculated by the Federal Reserve Bank of New York using data provided by the brokers.  Interest is computed based upon the daily net equity balance of the

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Partnership’s account and is posted to the Partnership’s account on a monthly basis.

At present, due to the low interest rate environment that has prevailed in the U.S. since 2008, the Interest Earning Program’s U.S. dollar floor rate of 0% applies.  In interest rate environments like the current one in which the Partnership does not earn interest under the Interest Earning Program, the General Partner may seek to transfer cash from affiliates if it believes that any interest earned on this cash was consistent with its goal of safely maintaining these assets and otherwise would offset the advantages of maintaining cash with its affiliates.

MLPF&S, in the course of acting as commodity broker for the Partnership, will have use of Partnership cash and earn interest and receive other economic benefits as a result. The interest income arrangements with regard to cash held with MLPF&S will be equivalent with those under the Interest Earning Program as discussed above.

Charges

The following table summarizes the charges incurred by the Partnership for the years ended 2014, 2013 and 2012. The Partnership’s brokerage commissions and administrative fees are included in the ‘wrap” fee which covers all of BAC’s costs and expenses, other than bid-ask spreads, certain trading fees and extraordinary expenses.

The foregoing table does not reflect:  (i) the bid-ask spreads paid by the Partnership on forward trading or (ii) the benefits which may be derived by BAC from the deposit of certain of the Partnership’s U.S. dollar assets maintained at MLPF&S. id-ask spreads and brokerage commissions are components of the trading profit or loss of the Partnership which are netted against realized and unrealized trading gains or losses in determining trading profit or loss.  Benefits derived by BAC from the deposit of the Partnership’s assets at MLPF&S are neither a direct expense of the Partnership nor readily quantifiable.

The Partnership’s average month-end Net Assets during 2014, 2013 and 2012 equaled $37,733,171, $58,433,968 and $94,773,855, respectively.

During 2014, 2013 and 2012 the Partnership earned $14,161, $36,955 and $84,330 in interest income, or approximately 0.04%, 0.06% and 0.09 % of the Partnership’s average month-end Net Assets.

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Description of Current Charges

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Regulation

The CFTC has delegated to the National Futures Association (“NFA”) responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers” and their respective associated persons, and “floor brokers” and “floor traders.”  The Commodity Exchange Act (“CEA”) requires commodity pool operators such as MLAI, commodity trading advisors such as the Trading Advisor and commodity brokers or FCMs such as MLPF&S to be registered and to comply with various reporting and record keeping requirements.  CFTC regulations also require FCMs to maintain a minimum level of net capital.  In addition, the CFTC and certain commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges.  All accounts owned or managed by the Trading Advisor will be combined for position limit purposes.  The Trading Advisor could be required to liquidate positions in order to comply with such limits.  Any such liquidation could result in substantial costs to the Partnership.  In addition, many futures exchanges impose limits beyond which the price of a futures contract may not trade during the course of a trading day, and there is a potential for a futures contract to reach its daily price limit for several days in a row, making it impossible for the Trading Advisor to liquidate a position and thereby experiencing dramatic losses. Currency forward contracts are not regulated as “swaps” under the CEA, but are subject to governmental regulation such as mandatory reporting and business conduct standards for swap dealers and major swap participants to the extent otherwise applicable to swaps under the CEA and applicable rules of the CFTC, see Item 1A “Risk Factors¾“F/X Forward Trading” and “ ¾Regulatory Changes Could Restrict the Partnership’s Operations.”

Other than in respect of the registration requirements pertaining to the Partnership’s securities under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), the Partnership is generally not subject to regulation by the Securities and Exchange Commission (the “SEC”).  However, MLAI itself is registered as an “investment adviser” under the Advisers Act.  MLPF&S is also regulated by the SEC and the Financial Industry Regulatory Authority.

(d)                             Financial Information about Geographic Areas

The Partnership does not engage in material operations in foreign countries, nor is a material portion of the Partnership’s revenue derived from customers in foreign countries.

The Partnership trades on a number of foreign commodity exchanges.  The Partnership does not engage in the sales of goods or services.

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Item 1A: Risk Factors

Past Performance Not Necessarily Indicative of Future Results

There can be no assurance that Sunrise’s trading strategy will produce profitable results.  The performance of the Partnership is entirely unpredictable, and the past performance of the Partnership as well as of Sunrise is not necessarily indicative of their future results.  There can be no assurance that the performance of the Partnership will achieve its investment objectives or avoid substantial or total loss.

The price data which Sunrise has researched in developing its programs may not reflect the changing dynamics of future markets, and if it does not, the Expanded Diversified Program would have little chance of being profitable.  An influx of new market participants, changes in market regulation, international political developments, demographic changes and numerous other factors can contribute to once-successful strategies becoming outdated.  Not all of these factors can be identified, much less quantified.  There can be no assurance that Sunrise will trade profitably for the Partnership.

The Large Size of the Partnership’s Trading Positions Increases the Risk of Sudden, Major Losses

The low margin requirements normally required in futures and OTC trading permit traders to use an extraordinarily high degree of economic leverage.  The Partnership may take positions with a face value of up to approximately 15 times the total equity of the Partnership.  Consequently, even small price movements can cause major losses.

Futures and forward trading is highly leveraged, and market price levels are volatile and materially affected by unpredictable factors such as weather and governmental intervention.  This combination of leverage and volatility creates a high degree of risk.  Additionally, although Sunrise may initiate stop-loss orders on certain positions to limit this risk, there can be no assurance that any stop-loss order will be executed at the desired price or time.  In any event, Sunrise anticipates that stop-loss orders will not be employed with respect to the majority of positions established for the Partnership.

Sunrise Analyzes Only Technical Market Data, Not Any Economic Factors External to Market Prices

The Sunrise programs focus exclusively on statistical analysis of market prices.  Technical strategies rely on information intrinsic to the market itself to determine trades, such as prices, price patterns, volume and volatility. Consequently, technical strategies can incur major losses when factors exogenous to the markets themselves, including political events, natural catastrophes, acts of war or terrorism dominate the markets.  During such periods, Sunrise’s historical price analysis could establish positions on the wrong side of the price movements caused by such events. The widespread use of technical trading systems frequently results in numerous managers’ attempting to execute similar trades at or about the same time, altering trading patterns and affecting market liquidity.

The likelihood of the Units’ being profitable could be materially diminished during periods when events external to the markets themselves have an important impact on prices.

Notwithstanding the foregoing, market judgment and discretion generally play some part in all managed futures strategies.  To the extent Sunrise exercises subjective trading judgment, less consistent results may be produced than would be obtained in the absence of such judgment.

Derivatives Risks Generally

Sunrise uses derivative instruments, primarily futures, in implementing its trading program.  It also has authority to trade, and has in the past traded, currencies in the OTC F/X markets, in addition to its trading in the futures markets.  The market for many types of these derivative instruments is comparatively illiquid and inefficient, creating the potential for substantial mispricings, as well as sustained deviations between theoretical and market value.  In addition, the derivatives market is, in comparison to other markets, a relatively new market, and the events of 2008 and 2009, including the bailout of American International Group, Inc., demonstrated that even the most sophisticated market participants may misunderstand how the market in derivatives will perform during periods of unusual price volatility or instability, market illiquidity, or credit distress.  The primary risks associated with the use of derivatives are model risk, market risk and counterparty risk.

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The Partnership’s investments in uncleared OTC derivatives are subject to greater risk of counterparty default and less liquidity than exchange-traded derivatives, although derivatives traded on regulated exchanges or execution facilities are subject to risk of failure of the exchange or facility on which they are traded and the clearinghouse through which they are guaranteed.  Counterparty risk includes not only the risk of default and failure to pay mark-to-market amounts and return risk premium, if any, but also the risk that the market value of OTC derivatives will fall if the creditworthiness of the counterparties to those derivatives weakens.

In addition, there are increased risks associated with offshore OTC trading, including the risk that assets held by offshore brokers and unregulated trading counterparties may not benefit from the protection afforded to customer funds deposited with regulated FCMs or broker-dealers.

The prices of derivative instruments can be highly volatile.  Price movements of derivative instruments are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies.  In addition, governments from time to time intervene, directly and by regulation, in certain markets.  This intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations.

There was substantial disruption in the derivatives markets related to the bankruptcies of Lehman Brothers Holdings, Inc. and MF Global Inc. and uncertainty relating to the government bailout of American International Group, Inc.  This disruption and uncertainty can cause substantial losses if transactions are prematurely terminated, especially due to default when payment may be delayed or completely lost.  Uncertainties in the derivatives markets continue due to proposed regulatory initiatives, new regulations requiring OTC derivatives clearing, and allegations of inappropriate behavior by market participants to cause or avoid payments under credit default swaps.

F/X Forward Trading

The Partnership may trade currencies in the F/X markets, in addition to its trading in the futures markets, including by trading in F/X forward contracts.  Prospective investors must recognize that F/X forward trading takes place in unregulated markets, rather than on futures exchanges or swap execution facilities, and may, but does not now, take place through “retail” F/X Markets subject to the jurisdiction of the CFTC or other regulatory bodies.  The responsibility for performing under a particular forward transaction currently rests solely with the counterparties to that transaction, not with any exchange or clearinghouse.  As a result, the Partnership is exposed to the credit risk of the OTC counterparties with which it trades F/X forwards and deposits collateral, including that of MLI.  See “Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Custodians, Brokers and Exchanges” in this section below.

The Partnership is also subject to the risk that a forward counterparty may not settle a transaction in accordance with its terms, because the counterparty is unwilling or unable to do so, potentially resulting in significant losses.  A counterparty’s failure to perform could occur in respect of an offsetting forward contract on which the Partnership remains obligated to perform.  The Partnership will not, however, be excused from performance under any forward contracts into which it has entered due to defaults under other forward contracts.  In addition, counterparties to forwards generally have the right to terminate trades under a number of circumstances including, for example, declines in the Partnership’s net assets and certain “key person” events.  Any premature termination of the Partnership’s currency forward trades could result in significant losses for the Partnership, because the Partnership may be unable to quickly re-establish those trades and may only be able to do so at disadvantageous prices.  Forward market counterparties are under no obligation to enter into forward transactions with the Partnership, including transactions through which the Partnership is attempting to liquidate open positions.  In addition, the prices offered for the same forward contract may vary significantly among different forward market participants.

As a result of The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the CFTC now regulates non-deliverable forwards as swaps, including deliverable forwards where the parties do not take delivery.  Although non-deliverable forwards are not currently required to be executed in regulated markets, such as futures exchanges or swap execution facilities, this may change in the future. See “Regulatory Changes Could Restrict the Partnership’s Operations” in this section below.

Dodd-Frank amended the definition of “eligible contract participant,” and the Partnership expects to meet the amended definition so long as its total assets exceed $10 million.  If the Partnership does not meet the definition of “eligible contract participant,” it could lead to the Partnership’s bearing higher upfront and mark-to-market margin, less

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favorable trade pricing, and the possible imposition of new or increased fees.  “Retail forex” markets could also be significantly less liquid than the interbank market.  Moreover, the creditworthiness of the counterparties with whom the Partnership may be required to trade could be significantly weaker than the creditworthiness of MLI and the currency forward counterparties with which the Partnership would otherwise engage for its currency forward transactions.

The imposition of credit controls by governmental authorities or the implementation of regulations pursuant to Dodd-Frank might limit forward trading to less than that which the Sponsor would otherwise recommend, to the possible detriment of the Partnership.

The Partnership May Trade Options

The Partnership may trade options on futures contracts.  Although successful, options trading requires many of the same skills as successful futures and forward trading, the risks involved are different.  For example, the assessment of near-term market volatility — which is directly reflected in the price of outstanding options — can be of much greater significance in trading options than it is in many long-term futures strategies.  The use of options can be extremely expensive if market volatility is incorrectly predicted.  A purchaser of options is exposed to the risk of loss of the entire premium paid; a seller, or writer, of call options is exposed to the risk of theoretically unlimited loss, and the seller of put options is exposed to the risk of substantial loss far in excess of the premium received.

The Partnership May Engage in Exchange of Futures for Physicals Transactions

Sunrise may engage in EFP transactions on behalf of the Partnership.  As is the case with executing a transaction purely on an exchange or purely in the OTC market, EFP transactions, which are done partially on a futures exchange and partially in the OTC market, involve transaction costs.

“Whipsaw” Markets; Lack of the Types of Price Trends Which the Expanded Diversified Program Can Identify Will Cause Major Losses

Many technical trading systems are trend-following.  Trend-following systems generally anticipate that a majority of their trades will be unprofitable and seek to achieve overall profitability by substantial gains made on a limited number of positions.  These strategies are generally only successful in markets in which strong price trends occur.  In stagnant markets in which these trends do not occur, or in “whipsaw markets” in which apparent trends develop but then quickly reverse, trend-following trading systems are likely to incur substantial losses.

Increased Competition from Other Trend-Following Traders Could Reduce Sunrise’s Profitability

The aggregate capital committed to the managed futures sector in general is near its all-time high.  The more capital that is traded in these markets, or that is committed to any one particular strategy, the greater the competition for a finite number of positions and the less the profit potential for all strategies or for any particular strategy.

The widespread use of technical trading systems frequently results in numerous managers attempting to execute similar trades at or about the same time, altering trading patterns and affecting market liquidity.  Furthermore, the profit potential of trend-following systems may be diminished by the changing character of the markets, which may make historical price data (on which technical trading systems are based) only marginally relevant to future market patterns.

Sunrise’s High Level of Equity Under Management Could Lead to Diminished Returns

There appears to be a tendency for the rates of return achieved by managed futures advisors to decline as assets under management increase.  Sunrise has not agreed to limit the amount of additional equity which it may manage, and although Sunrise’s equity under management is not at or near its all-time high, it may reach such level in the future.

The more money Sunrise manages, the more difficult it may be for Sunrise to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance.  Large trades may result in more price slippage than smaller orders.

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Illiquid Markets Could Make It Impossible for Sunrise to Realize Profits or Limit Losses

In illiquid markets, certain positions held by the Partnership may become illiquid, preventing Sunrise from acquiring positions otherwise indicated by its strategy or making it impossible for Sunrise to close out positions against which the market is moving.  There are numerous factors which can contribute to market illiquidity, far too many for Sunrise to be able to predict.  There can be no assurance that a market which has been highly liquid in the past will not experience periods of unexpected illiquidity.

Most U.S. futures exchanges, for example, limit fluctuations in some futures contract prices during a single day by regulations referred to as “daily price limits.”  During a single trading day no trades may be executed in these contracts at prices beyond the daily price limit.  Once the price of a futures contract has increased or decreased to the limit point, positions can be neither taken nor liquidated.  Futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading.  Similar occurrences could prevent the Partnership from promptly liquidating unfavorable positions and subject the Partnership to substantial losses.  Also, the CFTC or exchanges may suspend or limit trading.  Trading on non-U.S. exchanges may also be subject to price fluctuation limits and are otherwise subject to periods of significant illiquidity.  Trading in the forward currency and other OTC markets is currently not subject to daily limits, although such trading is also subject to periods of significant illiquidity.

Possible Effects of Speculative Position Limits

The CFTC and U.S. commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options on futures contracts traded on U.S. commodities exchanges.  All proprietary or client accounts owned or managed by the Trading Advisor are combined for purposes of calculating position limits.  The Trading Advisor could be required to liquidate positions held for the Partnership, or may not be able to fully implement the Trading Program, in order to comply with such limits, even though the positions attributable to the Partnership do not themselves trigger the position limits or are a small portion of the aggregate positions directed by the Trading Advisor.  Position limits could force the Partnership to liquidate profitable positions, result in a tracking error between the Partnership’s portfolio and the Trading Advisor’s standard trading program and cause the Partnership to incur substantial transaction costs.

In October 2011, the CFTC adopted rules that, among other things, established a separate position limits regime for 28 so-called “exempt,” i.e., metals and energy, and agricultural futures and options contracts and their economically equivalent swap contracts.  Position limits in spot months were generally set at 25% of the official estimated deliverable supply of the underlying commodity while position limits related to non-spot months were generally set at 10% of open interest in the first 25,000 contracts and 2.5% of the open interest thereafter.  Those proposed speculative position limits were vacated by a United States District Court, but the CFTC has proposed a new set of speculative position limits which are not yet finalized.  If the current proposal is approved, the size or duration of positions available to the Partnership may be further limited.

In addition, Dodd-Frank significantly expands the CFTC’s authority to impose position limits with respect to futures contracts, options on futures contracts, swaps that are economically equivalent to futures or options on futures, swaps that are traded on a regulated exchange and certain swaps that perform a significant price discovery function.

The Sponsor is subject to CFTC-imposed position limits through its control of the Partnership, and will have to aggregate positions of certain other investment funds managed by the Sponsor (“Other Sponsored Funds”) in determining whether the position limits are reached.  The CFTC’s current position limit proposal would, if implemented in substance, in addition to expanding the contracts subject to CFTC-imposed position limits, narrow certain exemptions from the aggregation requirements, making it more likely that a party such as the Sponsor hiring multiple trading advisors may be required to aggregate the positions controlled by the various trading advisors.  Although the Sponsor may claim an exemption from the aggregation requirements for the majority of the Other Sponsored Funds, the aggregation of positions of certain Others Sponsored Funds may be required.  If aggregation is required in the Partnership’s case, the Trading Advisor may not be able to implement the Trading Program for the Partnership in the same manner as for its other clients, causing the Partnership to underperform other accounts utilizing the Trading Program, or the Partnership may have to liquidate trading positions when the Trading Advisor would otherwise not advise doing so, resulting in losses to the Partnership.

Any of the regulations discussed above could adversely affect the Partnership in certain circumstances.

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The Partnership Trades Extensively in Non-U.S. Markets; These Markets Are Less Regulated Than U.S. Markets and Are Subject to Exchange Rate, Market Practice and Political Risks

The Expanded Diversified Program trades a great deal outside the United States.  From time to time, as much as 40% of the Partnership’s overall market exposure could involve positions taken on non-U.S. markets (excluding non-U.S. exchange transactions in U.S. markets).  Non-U.S. trading involves risks — including exchange-rate exposure, possible governmental intervention and lack of regulation — which U.S. trading may not.  In addition, the Partnership may not have the same access to certain positions on non-U.S. exchanges as do local traders, and the historical market data on which Sunrise bases its strategies may not be as reliable or accessible as it is in the United States.  Certain non-U.S. exchanges may also be in a more or less developmental stage so that prior price histories may not be indicative of current price dynamics.  The rights of clients in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers.

Trading on non-U.S. exchanges is not regulated by any U.S. government agency and may involve certain risks not applicable to trading on U.S. exchanges.  For example, some non-U.S. exchanges, in contrast to U.S. exchanges, are “principals’ markets” similar to the forward markets in which performance is the responsibility only of the individual member with whom the Partnership has entered into a futures contract and not of any exchange or clearing corporation.  In such cases, the Partnership will be subject to the risk of the inability or refusal to perform with respect the individual member with whom the Partnership has entered into a futures contract.  Trading on non-U.S. exchanges may involve the additional risks of expropriation, burdensome or confiscatory taxation (including taxes on specific trading activities), moratoriums, exchange or investment controls and political or diplomatic disruptions, each of which might materially adversely affect the Partnership’s trading activities.  The Partnership could incur substantial losses trading on non-U.S. exchanges to which it would not have been subject had Sunrise limited its trading to U.S. markets.

The U.S. tax treatment of non-U.S. futures trading may be adverse compared to the tax treatment of U.S. futures trading.  The profits and losses derived from trading non-U.S. futures and options will generally be denominated in non-U.S. currencies.  Consequently, the Partnership will be subject to exchange-rate risk in trading those contracts.

Governments in non-U.S. markets may impose F/X controls at will, making it impossible to convert local currency into other currencies.  Should the Partnership trade on futures exchanges outside the United States or otherwise invest in non-U.S. markets, these controls may effectively prevent Partnership capital from being removed from a country where its futures contracts and other investments are traded.  In addition, some countries do not have fully convertible currencies as a matter of policy, adding cost or delay to the trading of currency investments by the Partnership.  The imposition of currency controls by a non-U.S. government may negatively affect performance and liquidity in the Partnership as capital becomes trapped in that country.

Further, U.S. regulatory authorities may be unable to compel the enforcement of the rules of regulatory authorities or markets in non-U.S. jurisdictions where transactions for the Partnership may be effected.

Risk of Loss Due to the Bankruptcy or Failure of Counterparties, Brokers and Exchanges

The Partnership is exposed to the risk that the bankruptcy or insolvency of its trading counterparties and other entities holding Partnership assets — such as broker-dealers, FCMs, futures exchanges, clearinghouses, banks or other financial institutions, particularly MLPF&S, MLI and their affiliates — could result in all or a substantial portion of the Partnership’s assets being lost permanently or impounded for a matter of years pending the final disposition of legal proceedings.  A bankruptcy or insolvency of this kind, or the threat of one, may cause the General Partner to decide to liquidate the Partnership or suspend, limit or otherwise alter trading, perhaps causing the Partnership to miss significant profit opportunities.

MLAI has historically preferred BAC affiliates in clearing and prime brokerage relationships, and as a result has maintained the vast majority of its cash in futures brokerage accounts with its affiliates.  This policy exposes the Partnership to the specific credit risk of these BAC affiliates because balances in these accounts are not subject to FDIC or other form of deposit insurance against loss from failure of the BAC affiliate.  Balances maintained with clearing brokers are, however, subject to the protections for customer segregated cleared swaps customer accounts and secured accounts discussed below.

MLAI’s policy that the Trading Advisor use MLPF&S and MLI may increase the risks of insolvency described above by preventing the diversification of brokers and counterparties used by the Partnership.

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MLAI may have limited control over the selection of counterparties by the Partnership.  The Partnership also may not be restricted from dealing with any particular counterparty, regulated or unregulated, or from concentrating any or all of its transactions with a single counterparty or limited number of counterparties or from initially transacting, clearing or brokering with a non-BAC broker and from “giving up” those trades to MLPF&S or the MLI.  In addition, to the extent assets are held at entities other than MLPF&S and the MLI, MLAI may have limited ability to assess the extent to which the Trading Advisor maintains the Partnership’s assets in unregulated accounts subject to the bankruptcy of the counterparties holding such assets.

The following paragraphs discuss the various uses of the Partnership’s assets and the risks of loss — in addition to losses from trading — associated with each use.

Margin for Commodities Trading.  Although the General Partner believes that MLPF&S is appropriately capitalized to function as the Partnership’s FCM, cash posted as margin for commodities trading with MLPF&S is nevertheless subject to the risk of insolvency of MLPF&S.  The Partnership maintains cash deposits with MLPF&S in segregated accounts, which are required by CFTC regulations to be separate from its proprietary assets for futures and options trading on U.S. exchanges.  Funds held in segregated accounts are intended to be readily identifiable as customer funds in the event of MLPF&S’s bankruptcy and are expected to be reserved for distribution to customers of MLPF&S.  If MLPF&S did not comply with the segregation requirement, however, the assets of the Partnership might not be fully protected.  Even given proper segregation, the Partnership may be subject to a risk of loss of its funds because, although CFTC regulations require that FCMs invest customer funds only in certain types of interest bearing financial instruments, these instruments are still subject to credit and market risk.  As a result, if the instruments in which customer segregated funds are invested lose value, there would be a shortfall in customer segregated funds held by MLPF&S in the event of MLPF&S’s insolvency.

In addition, there may be a shortfall in customer segregated funds held by MLPF&S in the event of a substantial default by one or more of MLPF&S’s other customers.  If MLPF&S becomes insolvent, only a pro rata share of all property available for distribution to all of MLPF&S’s customers would be recovered, whether or not another customer also defaults and even if this property is held in segregated accounts.

MLPF&S is required by CFTC regulations to maintain in a secured account the amount required to margin futures and options positions established on non-U.S. futures exchanges in order to protect customer funds in the event of MLPF&S’s bankruptcy.  While the secured account requirement relating to trading non-U.S. futures exchanges is similar in some respects to the segregation requirement relating to trading on U.S. futures exchanges, they are not identical and there are special risks associated with funds maintained in a secured account.  Funds held in a secured account may be commingled with funds of non-U.S. persons and, because they are by necessity held in a non-U.S. jurisdiction, are subject to different insolvency laws and customer protection regulations, which may be less favorable than U.S. laws and regulations.  Moreover, funds transferred from a secured account to a non-U.S. FCM, exchange or clearing agency to margin trading on non-U.S. futures exchanges are not subject to the same limitations on permissible investments as funds held by U.S. FCMs.  In addition to these special risks, funds held in a secured account are subject to risks comparable to those applicable to funds in a segregated account, namely that MLPF&S will not comply with the relevant regulations, that investments in the account will decline in value, of a shortfall in the event of the default by another customer, and that, if, BAC owns 10% or more of the Partnership, the Partnership’s assets will not be protected as “customer funds.”

If the Partnership deposits assets with a particular entity and those assets are not held in segregation or in a secured account as “customer funds” for any of the reasons discussed above, in the event of the entity’s insolvency the Partnership could be a general creditor of the entity even with regard to property specifically traceable to the Partnership’s account.  As a result, the Partnership’s claim would be paid along with the claims of other general creditors and the Partnership would be subject to the loss of its entire deposit with the party.

To the extent the Partnership enters into cleared swap transactions, the Partnership will deposit collateral with MLPF&S in cleared swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps transactions.  Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds but provide certain additional protections to cleared swaps collateral in the event of an FCM or FCM customer default.  For example, in the event of a default of both the FCM and a customer of the FCM, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally commingled) account of the defaulting cleared swap customer of the FCM, as opposed to the treatment of customer segregated funds, under which the clearing house may access all of the commingled customer segregated funds of a defaulting FCM.

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Collateral for OTC Transactions.  Cash pledged as collateral with MLI or any other OTC prime broker for OTC trades is subject to the risk of the insolvency of MLI or other OTC prime broker.  Unlike cash posted as margin for commodities trading on regulated exchanges cash margin for OTC trades is not required to be segregated or held in a secured account.

Bank Deposits.  The vast majority of the cash deposited with banks would be in excess of the limits on federal insurance for deposits, and thus not insured by the FDIC, and would be subject to the risk of bank failure.  Only up to $250,000 held in non-interest bearing demand deposit accounts is insured under the FDIC’s general deposit insurance rules.

Cash in Securities Brokerage Accounts.  Cash in securities brokerage accounts with MLPF&S is subject to the risk of insolvency of MLPF&S.  While brokers are required to keep customer cash in a special reserve account for the benefit of customers, it is possible that a shortfall could exist in this account, in which case the Partnership, along with other customers, would suffer losses.  The Securities Investor Protection Corporation provides protection against these losses, up to a limit, but the cash deposited by the Partnership in a securities brokerage account would far exceed the limit.

Direct Investments.  Partnership investments in U.S. government securities are backed by the full faith and credit of the U.S. government.  To the extent the Partnership makes investments in non-government securities it would be subject to a risk of loss that depended on the type of security.

Recent events underscore the risks described above.  Significant losses incurred by many investment funds in relation to the bankruptcy and/or administration of Lehman Brothers Holdings Inc. and its affiliates illustrate the risks incurred in both derivatives trading and custody/brokerage arrangements.  The bankruptcy liquidation of MF Global Inc. also demonstrates that even customer funds subject to segregation requirements may be difficult for an FCM to locate, and customer funds held by an FCM in bankruptcy may not be distributed promptly and may be subject to a lengthy claims process.

Government Intervention; Market Disruptions

The global financial markets have in the past several years experienced pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention.  Government intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability, at least on a temporary basis, to continue to implement certain strategies or manage the risk of their outstanding positions.  In addition — as one would expect given the complexities of the financial markets and the limited time frame within which governments have taken action — these interventions typically have been difficult to interpret and unclear in scope and application, resulting in confusion and uncertainty.  This confusion and uncertainty in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies.

The Partnership may incur substantial losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted, the availability of credit is restricted or the ability to trade or invest capital, including exiting existing positions, is otherwise impaired.  The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving.  The financing available to private investment funds such as the Partnership from banks, dealers and other counterparties is typically reduced in disrupted markets.  Any reduction may result in substantial losses to the Partnership.  Market disruptions may from time to time cause dramatic losses for the Partnership and these events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

Regulatory Changes Could Restrict the Partnership’s Operations

The Partnership implements speculative, highly leveraged strategies.  From time to time there is governmental scrutiny of these types of strategies and political pressure to regulate their activities.  The CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading.  The regulation of futures, swaps, forward and options transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action.  In addition, as described in further detail above under “Possible Effects of Speculative Position Limits,” the U.S. Congress and the CFTC have expressed the concern that speculative traders, and commodity Partnerships in particular, may be responsible for unwarranted and dramatic swings in the prices of commodities and the CFTC enacted position limits designed to address such speculative trading.  Non-U.S. governments have from time to time blamed the declines of their currencies on speculative currency

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trading and imposed restrictions on speculative trading in certain markets.

Regulatory changes could adversely affect the Partnership by restricting the markets in which it trades, otherwise limiting its trading and/or increasing the taxes to which investors are subject.  Adverse regulatory initiatives could develop suddenly and without notice.

Dodd-Frank includes provisions that substantially increase the regulation of the OTC derivatives markets.  Regulations implementing Dodd-Frank will ultimately require that a substantial portion of derivatives currently traded over the counter be executed in regulated markets and/or be submitted for clearing to regulated clearinghouses.  Those OTC derivatives may include OTC F/X forwards and swaps which may be traded by the Partnership.

Although the U.S. Treasury has the discretion to exclude F/X forwards and swaps from certain of the new regulatory requirements, it has done so to date only in limited circumstances.  Forwards and swaps that are not so excluded may be required by Dodd-Frank to be centrally cleared or traded on a regulated market.  Dodd-Frank may also require other OTC derivatives traded by the Partnership, if any, to be centrally cleared or traded on a regulated market.  This may subject the Partnership, the Trading Advisor, the Sponsor and/or the Partnership’s counterparties to additional regulatory requirements.  Certain of these regulatory requirements could affect the Partnership, the Trading Advisor or the Sponsor directly, while others could impact the Partnership, the Trading Advisor or the Sponsor indirectly due to the impact of the requirements on the Partnership’s counterparties.  For example, OTC derivative dealers are now required to be registered with the CFTC and are subject to new minimum capital and margin requirements, business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest and other regulatory burdens.  These new regulatory burdens have and will continue to increase the counterparties’ costs, which are generally passed through to other market participants such as the Partnership in the form of higher fees, including clearing account maintenance fees, and less favorable dealer marks.  They may also render certain strategies in which the Trading Advisor might otherwise engage impossible, or so costly that they will no longer be economical, to implement.

The CFTC also will require a substantial portion of derivative transactions that are currently executed on a bi-lateral basis in the OTC markets to be executed through a regulated securities, futures or swap exchange or execution facility.  Certain CFTC-regulated derivatives trades are currently subject to these rules. Such requirements may make it more difficult and costly for investment Partnerships, including the Partnership, to enter into highly tailored or customized transactions.  They may also render certain strategies in which the Partnership might otherwise engage impossible or so costly that they will no longer be economical to implement.

Although Dodd-Frank will require many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, some of the derivatives that may be traded by the Partnership may not be centrally cleared.  The risk of counterparty non-performance can be significant in the case of these OTC instruments, and bid-ask spreads may be unusually wide in these heretofore substantially unregulated markets.  While Dodd-Frank is intended in part to reduce these risks, its success in this respect may not be evident for some time after Dodd-Frank is fully implemented, a process that may take several years.  In addition, while Dodd-Frank’s requirement that certain swaps be traded on a regulated market is intended to improve transparency in the market for these swaps, and may for more liquid swaps decrease trading costs, it may actually increase trading costs for less liquid swaps.

The overall impact of Dodd-Frank on the Partnership remains highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime, along with additional, sometimes overlapping, regulatory requirements imposed by non-U.S. regulators.

On August 16, 2012, the European Market Infrastructure Regulation became effective (“EMIR”).  EMIR introduces certain requirements in respect of derivative contracts, which will apply primarily to “financial counterparties” (“FCs”) such as European Union (“E.U.”) authorized investment firms, credit institutions, insurance companies, funds regulated under the E.U. Undertakings for Collective Investment in Transferable Securities Directives, referred to as “UCITS,” and alternative investment funds managed by E.U. authorized alternative investment fund managers, and “non-financial counterparties” (“NFCs”), which are entities established in the E.U. that are not financial counterparties.  NFCs whose transactions in OTC derivative contracts exceed EMIR’s prescribed clearing threshold (“NFC+s”) are generally subject to more stringent requirements under EMIR than NFCs whose transactions in OTC derivative contracts do not exceed such clearing threshold, including because such contracts are excluded from the threshold calculation on the basis that they are concluded in order to reduce risks directly relating to the NFC’s commercial activity or treasury financing activity (“NFC-s”).

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Broadly, EMIR’s requirements in respect of derivative contracts are (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts; and (iii) reporting and record-keeping requirements in respect of all derivative contracts.

As FCs and NFCs are required to comply with EMIR’s risk mitigation obligations regardless of the identity of their counterparties, non-EU counterparties such as the Partnership are likely to become indirectly subject to such requirements when they transact with EU counterparties, which will require compliance by their non-EU counterparties in order to satisfy their own obligations under EMIR.  EU FCs or NFC+s which transact with a non-EU counterparty that would be classed as an FC or an NFC+ if it had been established in the EU will also be required to ensure that certain specified OTC derivative contracts are cleared through a duly authorised central counterparty.  No class of OTC derivative contracts has as yet been declared subject to mandatory clearing in the EU, although draft legislation covering various classes has been proposed.

Certain risk mitigation obligations under EMIR (such as the obligation to reconcile portfolios and confirm transactions in a timely fashion) have already been implemented through secondary measures, while others, such as the requirement to exchange collateral, are still being finalised.

The EU regulatory framework and legal regime relating to derivatives is set not only by EMIR but also by a new Directive and Regulation containing a package of reforms to the existing Markets in Financial Instruments Directive (Directive 2004/39/EC), collectively referred to as “MiFID II”.  MiFID II was published on June 12, 2014 in the Official Journal of the European Union but the majority of MiFID II’s provisions will only become effective on January 3, 2017.  In particular, MiFID II is expected to require transactions between FCs and NFC+s in sufficiently liquid OTC derivatives to be executed on a trading venue which meets the requirements of the MiFID II regime.  This trading obligation will also extend to FCs and NFC+s which trade with third country counterparties that would be classed as FCs or NFC+s if they were established in the EU.

It is difficult to predict the full impact of these regulatory developments on the Partnership Prospective investors should be aware that the regulatory changes arising from EMIR and MiFID II may in due course significantly raise the costs of entering into derivative contracts and may adversely affect the Partnership’s ability to engage in transactions in derivatives.

Banking Regulation

BAC is subject to certain U.S. banking laws, including the Bank Holding Company Act of 1956 (“BHCA”), and to regulation by the Board of Governors of the Federal Reserve System.  If BAC directly, or indirectly through its subsidiaries, makes capital contributions to the Partnership in an aggregate amount such that BAC may be deemed to control the Partnership for purposes of the BHCA, or if BAC is otherwise deemed to control the Partnership for purposes of the BHCA, the Partnership may be subject to certain investment and other limitations.

In addition to the changes in the regulation of U.S. markets described above, it is impossible to predict what additional interim or permanent governmental regulations, restrictions or limitations may be imposed, whether in the U.S. or non-U.S. markets, on, for example:  (x) the markets in which the Partnership invests and the strategies of the Partnership; and (y) BAC.  Such measures could have a material and adverse effect on the Partnership, including expenses that result from increased compliance requirements.

Concerns Regarding the Downgrade of the U.S. Credit Rating and the Sovereign Debt Crisis in Europe

On August 5, 2011, Standard & Poor’s lowered its long term sovereign credit rating on the United States of America from AAA to AA+.  This downgrade or future downgrades by Standard & Poor’s or other credit rating agencies could have material adverse effect on financial markets and economic conditions in the United States and throughout the world and, in turn, the market’s anticipation of these impacts could have a material adverse effect on the investments made by the Partnership and thereby the Partnership’s financial condition and liquidity.  The ultimate impact on global markets and the Partnership’s business is unpredictable.

Global markets and economic conditions have been negatively affected by the ability of E.U. member states to service their sovereign debt obligations.  The continued uncertainty over the outcome of the E.U.’s financial support programs and financial troubles could have an adverse effect on the Partnership.

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Risks Associated with Sunrise

The Partnership is subject to the risk of the bad judgment, negligence or misconduct of Sunrise.  There have been a number of instances in recent years in which private investment funds have incurred substantial losses due to manager misconduct.

Withdrawals by Other Sunrise Partnership Investors

Investors in other funds or accounts implementing the Expanded Diversified Program or similar strategies may be able to withdraw their investments more frequently or on less prior notice than investors in the Partnership.  Withdrawals by investors in these funds or withdrawals from accounts that have less restrictive withdrawal terms could have a material adverse impact on the Partnership’s portfolio and could disadvantage Investors in certain circumstances.

Trade Error Execution Risk

Sunrise may use certain executing brokers unaffiliated with BAC.  In the event of a trading error, the Partnership may have no effective remedy against such executing brokers.

Changes in Trading Strategy

Sunrise may make material changes in its trading strategies without the knowledge of the General Partner.  It is virtually impossible for MLAI to detect any such changes particularly given the confidential, proprietary, systematic and/or quantitative nature of the Expanded Diversified Program strategies, such strategies customarily referred to as “black box strategies.”

Item 1B: Unresolved Staff Comments

Not applicable

Item 2:        Properties

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

The Partnership’s offices are the administrative offices of MLAI (Merrill Lynch Alternative Investments LLC, 250 Vesey Street, 11th Floor, New York, New York 10080). MLAI performs administrative services for the Partnership from MLAI’s offices.

Item 3:        Legal Proceedings

None.

Item 4:        Mine Safety Disclosures

Not applicable

PART II

Item 5:        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5(a)

(a)                                 Market Information:

There is no established public trading market for the Units.

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(b)                                 Holders:

As of December 31, 2014, there were 465 holders of Units, with one Unit holder who owned 9.38% of the Partnership’s Units.

(c)                                  Distributions:

MLAI has not made and does not contemplate making any distributions on the Units.

(d)                                 Securities Authorized for Issuance Under Equity Compensation Plans:

(e)                                  Performance Graph:

Not applicable.

(f)                                   Recent Sales of Unregistered Securities:

Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act) in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 thereunder.  The selling agent of the Units was MLPF&S.

During 2014, the Partnership issued Units as set forth in the following chart.

(1) Beginning of the month Net Asset Value

Units are not subject to any sales commissions.

Item 5(b)

Not applicable.

Item 5(c)

Not applicable.

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Item 6:        Selected Financial Data

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

MLAI believes that the Net Asset Value used to calculate subscription and redemption value and report performance to investors is useful information for the limited partners of the Partnership.

MONTH-END NET ASSET VALUE PER INITIAL UNIT

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ML SELECT FUTURES I L.P.

December 31, 2014

Type of Pool:  Single Advisor/Publicly-Offered/Non-“Principal Protected”(1)

Inception of Trading: April 1996

Aggregate Subscriptions:    $560,357,219

Current Capitalization:   $32,186,571

Worst Monthly Drawdown(2):  (14.94)% (August 2007)

Worst Peak-to-Valley Drawdown(3):  (34.65)%  (December 2009 — December 2014)

Net Asset Value per Unit, December 31, 2014:   $250.8188

Monthly Rates of Return (4)

(1) Certain funds are structured so as to guarantee to investors that their investment will be worth no less than a specified amount (typically, 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.

(2) Worst Monthly Drawdown represents the largest negative Monthly Rate of Return experienced since January 1, 2003 by the Partnership; a drawdown 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, 2003 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.

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Item 7:                                     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

The Partnership’s critical accounting policies are as follows:

·                  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 may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates and such differences could be material.

·                  The fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

·                  The fair value amounts of, and the net profits and losses on, derivative instruments is disclosed in the Statements of Financial Condition and Statements of Operations, respectively.

·                  Realized profits (losses) and changes in unrealized profits (losses) on open positions are recognized in the period in which the contract is closed or the changes occur, respectively and are included in the Statements of Operations.

Results of Operations

General

In the Trading Program, Sunrise applies its trend-following and related pattern recognition systems to a broadly-diversified portfolio of futures and forwards on underlying interests, including, but not limited to, precious and industrial metals, grains, petroleum products, soft commodities, U.S. and non-U.S. stock indices, currencies and their cross rates. Sunrise may trade these investments on any U.S. or non-U.S. exchange.

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 have caused such movements, but simply occurred at or about the same time.

The Partnership experienced a net trading profit before brokerage commissions and related fees for the year ended December 31, 2014 of $3,895,374. Profits were primarily attributable to the Partnership trading in the energy, currencies, interest rates, agriculture and stock indices sectors posting profits. The metals sector posted losses.

The energy sector posted profits to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter as the Partnership captured the price move of natural gas triggered by winter weather across the U.S.  Small losses in the Partnership’s long crude oil positions were insufficient to offset the strong performance in natural gas. Profits were posted to the Partnership in the middle of the first quarter due to the Partnership’s long positions in natural gas, crude oil and rbob gasoline. Losses were posted to the Partnership at the end of the first quarter as the energy sector calmed significantly in March. As a result, the Partnership was flat for March. Profits were posted to the Partnership at the beginning of the second quarter as the Partnership benefitted from a generally inactive energy sector. In April profits earned on long natural gas and Brent crude oil slightly outweighed losses in U.S. crude oil and RBOB. Losses were posted to the Partnership in the middle of the second quarter as small profits were earned long the crude oil market, but were outweighed with losses

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incurred long Brent crude, natural gas and RBOB gasoline. Losses were posted to the Partnership at the end of the second quarter. The Partnership’s long positions across the oil and gas complex were largely bucked by a sector-wide downward price move for June. The Partnership’s profits in crude oil were not enough to offset losses in other energy markets. Losses were posted to the Partnership at the beginning of the third quarter as investors apparently lost confidence in global energy demand. As a result, the Partnership suffered losses long Brent crude oil, WTI crude oil and RBOB gasoline. Those losses were too significant to overcome the Trading Program’s gain short natural gas.  Profits were posted to the Partnership in the middle of the third quarter as the Trading Program profited from the short gasoil and heating oil. Profits were posted to the Partnership at the end of the third quarter. Global energy markets offered investment opportunities as well. Specifically, the Partnership capitalized on sagging prices with short positions in gasoil, heating oil, Brent crude, natural gas, and RBOB gasoline. Profits were posted to the Partnership at the beginning of the fourth quarter due to the plummeting oil prices. As a result, continuing short positions in crude, Brent crude, gasoil, heating oil and RBOB gasoline all generated tidy profits. These energy profits where undercut only by a relatively small loss short the natural gas market which, as is often the case, bucked the broader downward price trend in energy. Profits were posted to the Partnership in the middle of the fourth quarter as energy prices plummeted throughout November and lead to profits for the Trading Program’s short positions in crude, Brent crude, gasoil, heating oil, and RBOB unleaded gasoline. Profits were posted to the Partnership in the end of the fourth quarter. Most profitable in December was the plummeting energy sector which continued to unravel upon headline after headline regarding a global over-supply of energy products of all types. The Trading Program held short positions across the energy complex for December and all positions yielded profits whether in crude oil, Brent crude oil, Gasoil, heating oil, RBOB gasoline or even, natural gas.

The currency sector posted profits to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter due to the sharp upward move in the Japanese yen that bucked 2013’s downward trend and the Partnership’s carryover short position from 2013. Adding to the losses were downward moves in the Swiss franc and euro that went against the Partnership’s long positions. These outcomes could not be overcome by winning short trades against the Australian dollar and South African rand. Losses were posted to the Partnership in the middle of the first quarter as profits were outweighed by losses incurred shorting the Japanese yen, Australian dollar, and the South African rand. Losses were posted to the Partnership at the end of the first quarter due to the Partnership’s long positions in the British pound and on both sides of the euro market. Profits were posted to the Partnership at the beginning of the second quarter. Currencies such as the British pound and Swiss franc moved upward in April and the Partnership’s long positions in both markets benefitted as a result. Gains in these two currencies outweighed small losses short the Japanese yen and long the Australian dollar.  The Partnership suffered losses in the middle of the second quarter due to a sharp reversal in the Euro, a downward movement in the Danish krone and New Zealand dollar, and an uptick in the South African rand. Profits were posted to the Partnership at the end of the second quarter. In June profits were obtained from the Japanese yen, British pound, New Zealand dollar, and Australian dollar as well as the short euro.  Profits were posted to the Partnership at the beginning of the third quarter as short dollar positions bolstered gains. The strongest performers were short Euro and short Swiss franc, followed up by positions short Japanese yen, Czech koruna and Swedish krona. Profits were posted to the Partnership in the middle of the third quarter as the Trading Program benefitted from short the foreign currencies and long the dollar as the Euro, Japanese yen, Swiss franc, and Czech koruna all moved downward sharply in support of the Trading Program’s investment approach. Profits were posted to the Partnership at the end of the third quarter.  Leading the way were short positions in Swiss franc, Euro, and Japanese yen, all of which fell sharply at various points in September. Adding to the profits were investments short the Australian dollar, Danish krone, New Zealand dollar, Czech koruna, Norwegian krone, Swedish krona, and Polish zloty, all of which moved downward sharply as the world dealt with various macro developments. Overall, but for a loss generated by investing long the British pound, the Partnership found profits in currencies in which it invested. Losses were posted to the Partnership at the beginning of the fourth quarter due to the short Japanese yen, British pound, Singapore dollar and South African rand. Profits were posted to the Partnership in the middle of the fourth quarter. Most beneficial for the Partnership were short positions in Japanese yen and Singapore dollars. Additionally helpful were short positions in the British pound, euro, Australian dollar and Norwegian krone. Profits were posted to the Partnership in the end of the fourth quarter.

The interest rate sector posted profits to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter. The bond sector was a disappointment in January. The Partnership’s directional basket of global positions failed to gain profits, even with the U.S. Federal Reserve’s reaffirmation of its plans to taper its easing policy. Overall, small gains in the U.S. and Japanese bond markets were insufficient to offset losses selling European markets such as the bund and gilt. Profits were posted to the Partnership in the middle of the first quarter. There were profits from the Partnership’s long positions in the U.S. 5 and 10 year Treasury note markets as well as in Japanese, Canadian and British bonds that slightly outweighed losses long U.S. treasury bonds and German bunds. Profits were posted to the Partnership at the end of the first quarter. The Partnership’s long positions in the German, British and longer-term U.S. treasuries generated profits that were sufficient to outweigh losses on the long side of Japanese bonds and shorter-term U.S. treasuries. Profits were posted to the Partnership at the beginning of the second quarter as rates largely moved downward and bond prices,

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conversely, upward in the U.S., Europe and Asia. In April leading the way for the Partnership were long positions of Japanese, German, and British longer-term bonds. Profits were posted to the Partnership in the middle of the second quarter as the Partnership’s long positions rose across the yield curve. In May profits with no offsetting bond losses were in Europe (Bund, Bobl and Long Gilt), Asia (JGBs), and in the U.S. (medium and long-term treasuries). Losses were posted to the Partnership at the end of the second quarter. With the Partnership long (short interest rates) across the board, most of the markets moved sideways (Australia, Canada, and Europe) or downward (U.S.). Profits were posted to the Partnership at the beginning of the third quarter due to long bond positions. Specifically, the Partnership found profits on three continents — North America, Asia and Europe — as investors took cover from market unrest in fixed income investments of various durations. Profits were posted to the Partnership in the middle of the third quarter from the global bond sector where its long bond/short interest rate combination continued to bear gains for investors. Particularly productive in August were the Trading Program’s positions long the U.S. 30 year and long bonds in Japan, Canada, and Germany. Losses were posted to the Partnership at the end of the third quarter. In the global bond markets, the price action was uniformly bad across geographies and durations. As a result, the Partnership lost money in each of its positions with the worst investments being U.S. 5, 10 and 30 years instruments. Losses were posted to the Partnership at the beginning of the fourth quarter due to German bund and European bobl markets. Profits were posted to the Partnership in the middle of the fourth quarter. Most successful for the Partnership were positions in U.S. 30, 10 and 5 year treasuries, Canadian Government Bonds, and German Bund as investors continued to flock to those markets and interest rates continued to stay low around the globe. Profits were posted to the Partnership in the end of the fourth quarter as global bonds which generally moved upward in price in stride with long positions across the Trading Program’s portfolio. Most profitable in December were Japanese Government Bonds, U.S. 10 Year Treasuries, German Bobl and Bunds,British Gilts, and Australian and Canadian issues. Profits in these markets easily outweighed a slight loss in U.S. 5 Year and 30 Year Treasuries which did not follow suit with the other markets in the sector for December.

The agriculture sector posted profits to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter due to the Partnership’s trading program buying cattle and soy meal and selling sugar, wheat and rubber. Gains in these markets were sufficient to outweigh January losses in coffee and corn where the Partnership’s short positions were not profitable. Profits were posted to the Partnership in the middle of the first quarter due to the Partnership’s long positions in coffee, cattle, the soy complex and rubber. Losses were posted to the Partnership at the end of the first quarter. The agricultural markets offered a mixed bag that ultimately resulted in a small loss for the Partnership. The Partnership’s long positions in soy beans and soy meal generated profits which was offset by losses on both sides of a choppy wheat market and long positions in the cotton market. Profits were posted to the Partnership at the beginning of the second quarter as rallying food-based commodities benefitted the Partnership. Specifically, the Partnership’s long positions in corn, coffee, soybeans and soy meal combined to outweigh a loss long the cotton market. Complementing the gains in food products were profits generated short the rubber market. Losses were posted to the Partnership in the middle of the second quarter as downward price moves in wheat and coffee bucked the previously profitable long positions the Partnership held coming out of April. Slight profits in corn, soybeans and rubber helped to offset the larger losses in wheat and coffee. Losses were posted to the Partnership at the end of the second quarter as the agricultural sector provided the Partnership with a mixed bag that ultimately edged in the direction of unprofitability by the end of June. The Partnership suffered the losses in the soy complex (both beans and meal) as prices reversed against the long positions. Profits were posted to the Partnership at the beginning of the third quarter as short positions in wheat, corn and cotton paid off in the face of downward price pressure. Simultaneously, the Partnership found profits long the cattle market as it continued to move inversely to most other agricultural markets. Losses were posted to the Partnership in the middle of the third quarter. Losses incurred by the Trading Program involved short cotton and Kansas City wheat and long cattle. Profits were posted to the Partnership at the end of the third quarter as profits were generated in the markets in which the Partnership invested. Other than cattle, where rising prices helped long positions generate profitable returns, short was the place to be as falling prices in corn, cotton, wheat, rubber, soy products, and sugar resulted in positive outcomes for the Partnership. Losses were posted to the Partnership at the beginning of the fourth quarter as the agricultural sector, which reversed upward sharply in October whittled away many of its gains that the Partnership had made at the end of the third quarter. Coffee, corn, cotton, wheat, rubber, soy products and sugar all spiked against the Trading Program’s short positions for October and the only mitigation came from an ongoing long position in cattle which generated profits. Profits were posted to the Partnership in the middle of the fourth quarter due to the investments short cotton, sugar and long cattle. Losses were posted to the Partnership in the end of the fourth quarter. Winning positions short sugar were offset by losing positions short long corn, wheat and live cattle.

The stock indices sector posted profits to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter. The global stock markets generally had strong market corrections in January and as a result, the Partnership’s long positions lost money across the board. Profits were posted to the Partnership in the middle of the first quarter due to the Partnership’s long positions stock indices in Sweden, Italy, Taiwan and the Netherlands. Profits were posted to the Partnership at the end of the first quarter due to the Partnership’s long positions in the Scandinavian OMX, the

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Italian FTSE MIB, Taiwan, and the S&P 500. Profits were posted to the Partnership at the beginning of the second quarter as positive returns were generated on the long position of the Italian Stock Index, the S&P 500 index and the Dow Jones index, as well as on the short position of the TOPIX index. Returns from these positions buffered losses incurred long the NASDAQ and short Chinese H-Shares. The Partnership’s diversified approach paid off in the middle of the second quarter as the profits in Asia (India and Taiwan), Europe (AEX, EuroStoxx and OMX), and the U.S. (S&P and Dow) were posted. Profits were posted to the Partnership at the end of the second quarter.  The primary drivers for the Partnership’s success over the course of June were profitable positions long various indices including the NASDAQ, S&P 500, Dow, Taiwan, India and South Africa. The Nikkei position, however, had a small loss for June, but overall, the sector proved to be a positive source of return for the Partnership. Profits were posted to the Partnership at the beginning of the third quarter. The Trading Program found profits long various Asian markets, South Africa, and the NASDAQ.  Profits were posted to the Partnership in the middle of third quarter. The most profitable investments for the Trading Program in August were positions long the NASDAQ, Hong Kong’s Hang Seng and the S&P 500. Additional profits were found long equity indices in China and India and long the Dow Jones Industrial Average. Losses were posted to the Partnership at the end of the third quarter. With China and Hong Kong leading the way downward, many equity markets wilted in the face of growing concern about the Chinese economy and other global macro challenges such as the battle with ISIS in the Middle East. Losses were posted to the Partnership at the beginning of the fourth quarter as many markets swung from peak to trough over the course of October. The types of whippy, irrational equity moves witnessed in view defy explanation but fundamentalists will point to everything from the Ebola crisis, to the Middle East, to perceptions of a softening Chinese economy. Whatever the cause, within just a few weeks’ time, global equity markets collapsed and then recovered in a way that confounded. As a result of this tumult, the Trading Program lost money across the global equities sector on both the long and short side of various markets in the U.S., Europe and Asia. Profits were posted to the Partnership in the middle of the fourth quarter as sector continued an upward surge that began toward the end of October and carried through November. The Trading Program seized upon the renewed enthusiasm of equity investors around the globe and captured profits in many different markets. The best outcomes stemmed from long positions in the Japanese Nikkei and Topix, Chinese H-Shares, the NASDAQ, and the S&P. Losses were posted to the Partnership in the end of the fourth quarter due to the losing positions in Chinese H-Shares, the U.S. Nasdaq, the Indian Nifty, and Japanese Topix.

The metals sector posted losses to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter. The Partnership’s profits in copper were not enough to offset losses from selling precious metals such as platinum, gold, silver and nickel. Losses were posted to the Partnership in the middle of the first quarter. While the Partnership generated profits in short term long position gold trades, those profits were outweighed by losses incurred shorting silver, nickel and copper. Losses were posted to the Partnership at the end of the first quarter when gold, platinum and zinc prices failed to follow through on upward moves seized upon by the Partnership’s trading program during March. Profits were posted to the Partnership at the beginning of the second quarter as the Partnership found profits with long positions instead of shorts. Price rallies in nickel and precious metals such as gold and platinum carried April. The metals sector was flat in the middle of the second quarter. Losses were posted to the Partnership at the end of the second quarter as short positions in gold, silver and copper did not meld well with a late June price upswing across the sector. Only a relatively small long zinc position found profit for June, but not enough to offset the losses in the other metals markets. Profits were posted to the Partnership at the beginning of the third quarter. Most productive for July were positions in long zinc, aluminum and platinum which outweighed losses incurred short copper and gold and long nickel. Profits were posted to the Partnership in the middle of the third quarter due to long aluminum investment and long nickel. Losses were posted to the Partnership at the end of the third quarter. There was a distinct split in the sector with precious metals largely moving upward in September and industrial metals doing the opposite. As a result, larger losses long aluminum, nickel and zinc were posted. Profits were posted to the Partnership at the beginning of the fourth quarter. The Partnership found profits long aluminum, zinc, copper and nickel on the one hand and short silver and platinum on the other. Profits were posted to the Partnership in the middle of the fourth quarter due to the investments in nickel and silver. Losses were posted to the Partnership in the end of the fourth quarter. In the metals sector, a challenging year ended fittingly with indecisive markets bounding back upward in the face of the Trading Program’s short positions in aluminum, gold and silver. The only saving grace for the month was a profitable investment short U.S. copper.

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The Partnership experienced a net trading profit before brokerage commissions and related fees for the year ended December 31, 2013 of $6,854,142. Profits were primarily attributable to the Partnership trading in the stock indices, metals currencies and agriculture sector posting profits. The interest rates and energy sectors posted losses.

The stock indices posted profits to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter as investor confidence drove prices up across numerous markets traded. Leading the charge for the Trading Program were Japanese equities which continued their late 2012 run in the wake of continued efforts by the new government to stimulate its economy by weakening the Japanese yen. Losses were posted to the Partnership in the middle of the first quarter. Trading in the U.S. markets generated small profits that were offset by losses in international equities in the face of Italian politics and other perceived indicators of global economic weakness. As a result, the Trading Program continued profitable trading of U.S. stock indices and trending S&P sub-sectors was outweighed by losses in both Europe and Asia for February. Profits were posted to the Partnership at the end of the first quarter due to the surging U.S. stock markets. Large gains in the S&P, NASDAQ, Dow Jones and various U.S. equity sub-sectors generated the bulk of equity profits. Profits were posted to the Partnership at the beginning of the second quarter resulting from the Trading Program’s long U.S. index trades as well as various S&P sub-sectors responsive to the ongoing U.S. stock market surge. Also, the Trading Program’s long equity positions in Japan, Taiwan and Sweden and a profitable short position in India resulted in profits. Profits were posted to the Partnership in the middle of the second quarter as U.S. and European equity markets climbed higher. Through the first two- thirds of May, the S&P, NASDAQ, DAX and EuroStoxx, among others, moved up. Losses were posted to the Partnership at the end of the second quarter as stocks dropped in June. Profits were posted to the Partnership at the beginning of the third quarter. U.S. markets were profitable in July (long Dow, S&P and Nasdaq positions), as well as the Trading Program’s ongoing long positions in a wide range of S&P 500 sectors, including healthcare, consumer discretionary and consumer staples. Global equity markets lagged the United States but small profits in Asian and European markets rounded out the Trading Program’s profitable July of equity investing. Losses were posted to the Partnership in the middle of third quarter. A variety of factors appeared to knock U.S equities off their bullish stride including some poor real estate numbers in the early part of August and then late August uncertainty regarding potential U.S. involvement in Syria. The net result for the Partnership were losses in the S&P and Dow Jones index futures markets as well as in the health care, consumer staples, industrial, technology, utilities, consumer discretionary, and financial sub-sectors of the S&P. Profits were posted to the Partnership at the end of the third quarter. Profits were posted to the Partnership at the beginning of the fourth quarter as stock markets rallied almost uniformly around the globe and the Trading Program captured the move. As it has for much of the year, the U.S. set the equity pace in October with the NASDAQ and S&P moving strongly upward once the government shutdown was resolved. Adding to the Trading Program’s equity profits were gains in the Italian, European, and German stock indices as well as profits in various Asian markets. Profits were posted to the Fund in the middle of the quarter where the 2013 bull market continued to run upward in November. Leading the charge were China H-shares and the S&P which surged on positive economic indicators as November came to a close. Also, the NASDAQ, Japan’s Nikkei and Germany’s DAX, all added profits from an equity index standpoint. Profits were posted to the Fund at the end of the fourth quarter. Due to ongoing long positions as well as some timely intra-month shorting, the equities sector delivered strong performance in December. As was often the case in 2013, the U.S. drove profits with the Dow Jones, S&P, and NASDAQ markets all posting positive returns for December. Globally, various European and Japanese markets contributed returns as well and collectively with the strong U.S. results, they overshadowed December losses incurred in the Chinese, Italian and South African equity markets.

The metals sector posted profits to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter as gold and copper pushed upward against the Trading Program’s short positions. Also challenging was the zinc market, wherein the Trading Program entered into a long position only to sharply reverse resulting in losses posted to the Partnership. Losses were posted to the Partnership in the middle of the first quarter with zinc losses offsetting gains in gold and copper. Profits were posted to the Partnership at the end of the first quarter as the Trading Program’s short copper and

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gold positions continued to track ongoing reversals in each of those markets and offset a small loss incurred on a long zinc trade. Profits were posted to the Partnership at the beginning of the second quarter as copper and gold continued their 2013 price free fall in line with the Trading Program’s short positions in each market. Adding to profits was a short silver position toward the end of April. Profits were posted to the Partnership in the middle of the second quarter. The metals sector diverged during May, with base metals, aluminum and copper, losing money in their short positions. Precious metals, gold and silver, conversely profited from short positions with gold and silver prices dropping during May. Profits were posted to the Partnership at the end of the second quarter. The Trading Program short position benefitted from Gold’s mid June drop. Also short positions in copper, nickel, aluminum and silver posted profits for the Partnership. Losses were posted to the Partnership at the beginning of the third quarter when collapsing metal prices took a bit of a respite. Most harmful to the Trading Program was a price rally in gold and copper. Losses were posted to the Partnership in the middle of the third quarter as the downward trend that has prevailed for much of 2013 stalled and then reversed course for much of August. Losses across the board against the Trading Program’s short positions in silver, aluminum, gold, and copper drove unprofitable trading with nickel being the only metals market from which the Trading Program emerged unscathed. Profits were posted to the Partnership at the end of the third quarter. Losses were posted to the Partnership at the beginning of the fourth quarter. No news was good news for the Partnership in metals as a relatively low volatility environment kept the Trading Program largely inactive for October and out of any trouble that might have undercut the profits generated in other sectors. Profits were posted to the Partnership in the middle of the fourth quarter due to the Trading Program’s sizable profits with its short positions against global metals markets. Tumbling prices in the copper markets led the way for the Trading Program’s profitable November in metals with gold closely following suit. Also adding meaningful returns were the silver, zinc and platinum markets, all of which moved downward in November in congruence with copper and gold. Losses were posted to the Partnership at the end of the fourth quarter The Trading Program ended the year by giving back some of the profits it had earned in the metals sector in previous months. While the Trading Program remained short across the entire metals spectrum, prices in nearly every metals market spiked upward at points in December leading to losses in aluminum, copper, nickel and platinum.

The currency sector posted profits to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter. The sharp downward move in the Japanese yen that began late 2012 accelerated in January and led to profit taking by the Trading Program. Complementing the Japanese yen’s productive move was an upward surge in the euro and European minor currencies. Profits were also found shorting the South African rand which continued a downward trend and further bolstered the Trading Program’s January performance in currency. These trading gains were sufficient to offset losses suffered when the Swiss franc and Australian dollar moved against the Trading Program’s long positions and the British pound spiked upward against the Trading Program’s short position. Losses in the euro, Swiss franc, Australian dollar and a range of minor European currencies outweighed gains in the British pound, Japanese yen, and South African rand resulting in losses posted to the Partnership in the middle of the first quarter. Profits were posted to the Partnership at the end of the first quarter. March began with the Trading Program’s short euro trade causing a loss, which was offset by winning short positions in the Japanese yen, Swiss franc and South African rand. Profits were posted to the Partnership at the beginning of the second quarter. Currency trading was essentially flat for April as profitable trades such as long positions in the euro and Swiss franc and short positions in the Japanese yen were offset by long positions in the Australian dollar and short positions in the British pound and South African rand. Profits were posted to the Partnership in the middle of the second quarter. The Trading Program’s short trades in the Australian dollar made money as it declined amid numbers out of China that pointed to a slowing economy and the prospect of softening demand for Australian commodities. The Trading Program short Japanese yen plays against the U.S. dollar, British pound and Euro were all profitable. The South African rand weakening against the U.S. dollar benefitted the Trading Program. Losses were posted to the Partnership at the end of the second quarter. Profits from the Trading Program’s Australian dollar and buying British pounds and Euros were not enough to offset losses incurred shorting the Japanese yen, Singapore dollar, New Zealand dollar, and South African rand. Losses were posted to the Partnership at the beginning of the third quarter as the British pound (long), Japanese yen (short), and New Zealand dollar (short) all moved against the Trading Program. Profits were posted to the Partnership in the middle of the third quarter as the Trading Program captured profits in short Australian dollar and Japanese yen positions. Long Swiss franc and short New Zealand and Singapore dollar positions also generated profits. Losses were posted to the Partnership at the end of the third quarter. Most damaging was the Australian dollar which spiked upward sharply against the Trading Program’s short position such that it turned many of the models to the long side by month end.  Compounding the harm were losses in the Singapore dollar, South African rand, New Zealand dollar, and Japanese yen, all of which strengthened against the U.S. dollar upon the U.S. Federal Reserve’s decision not to taper quantitative easing. However, the British pound and Euro moved upward in support of the Trading Program’s long positions in those markets and mitigated some losses. Profits were posted to the Partnership at the beginning of the fourth quarter. No news was good news for the Partnership in currencies as a relatively low volatility environment kept the Trading Program largely inactive for October and out of any trouble that might have undercut the profits generated in other sectors. Profits were posted to the Partnership in the middle of the fourth quarter as the Japanese yen’s accelerating weakness meshed well with the short positions the Trading Program favored for much of 2013. Adding to the Trading Program’s profits shorting the yen were positive returns being long the Australian dollar and British

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pound Profits were posted to the Partnership at the end of the fourth quarter. Leading the way for December was the Japanese yen which continued to track sharply downward in synchronization with the Trading Program’s longer and shorter duration short positions. Conversely, the Trading Program benefitted from an upward turn in the British pound. Additional profits were long the Swiss franc, and short the Australian dollar and euro.

The agriculture sector posted profits to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter in which sugar prices spiraled downward in support of the Trading Program’s short position. Profits were posted to the Partnership in the middle of through the end of the first quarter due to the Trading Program’s short positions in sugar and coffee. Losses were posted to the Partnership at the beginning of the second quarter resulting from the Trading Program’s long positions in cotton and short positions in soy meal and wheat. Profits were posted to the Partnership in the middle of the second quarter resulting from the Trading Program’s short positions in grains and softs. Profits were posted to the Partnership at the end of the second quarter resulting from the Trading Program’s short position in wheat. Profits were posted to the Partnership at the beginning of the third quarter as falling corn, soybean and soymeal prices made for good trading opportunities, particularly for some of the Trading Program’s shorter term investment models. Wheat and rubber generated small losses which were overshadowed by the Trading Program’s gains in corn and the soybean complex. Profits were posted to the Partnership in the middle of the third quarter in spite of the Trading Program’s challenging trading days in several grain markets. The most profitable trades were short wheat and sugar, which collectively offset losses in soybeans for August. Losses were posted to the Partnership at the end of the third quarter. Wheat and sugar prices spiked upward against the Trading Program’s short positions. Also soybeans and soymeal prices moved lower against the Trading Program’s long positions. Profits were posted to the Partnership at the beginning of the fourth quarter. The Trading Program’s long soybean and short corn and coffee positions all had profits for October. Gains in these three markets offset small losses in sugar and wheat. Profits were posted to the Partnership in the middle of the fourth quarter as corn and wheat prices fell in line with the Trading Program’s short positions and soymeal prices rose in conjunction with the Trading Program’s long positions. Profits were posted to the Partnership at the end of the fourth quarter. The Trading Program was short in the wheat markets as prices in that grain dropped over December as slight additions to wheat profits were found in sugar and corn.

The interest rate sector posted losses to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter. In particular, the U.S. and European interest rates moved downward against the Trading Program’s short bond positions. Losses were posted to the Partnership in the middle of the first quarter due to small losses in European interest rates. Profits were posted to the Partnership at the end of the first quarter due to the Trading Program’s long bond/short interest rate positions across Europe and in Japan and long T- note/short rate positions in the U.S. Profits were posted to the Partnership at the beginning of the second quarter. Fixed income trading was profitable April as long bond/short rate positions in both Germany and across the U.S. yield curve all turned profits posted to the Partnership which offset losses on the Trading Program’s long bond/short rate position in Japan. Losses were posted to the Partnership in the middle of the second quarter. The interest rate sector lost money across the board, appearing to be principally driven by U.S. Federal Reserve Chairman Ben Bernanke’s comments that the Federal Reserve may reduce its bond purchasing program given recent signs of an improving economy. Markets reacted strongly to this, with the yield on the U.S. ten year treasury note. This material move caused the Trading Program to exit its long positions held at the beginning of the month and go short U.S. treasuries across the yield curve. Profits were posted to the Partnership at the end of the second quarter. The Trading Program captured profits with short positions across the U.S. yield curve and Canada. Losses were posted to the Partnership at the beginning of the third quarter. Fixed income markets, after offering some good shorting opportunities early in July, settled into a fairly indecisive pattern that ultimately led to small Trading Program losses for the month. The least helpful markets were in Europe where bobl and bund futures turned against the Trading Program’s short positions. The Trading Program’s ongoing short positions along the U.S. yield curve garnered nearly offsetting profits as U.S. bonds continue to lose value. Profits were posted to the Partnership in the middle of the third quarter from the Trading Program’s short positions in the global bond market. The Trading Program’s short positions in the back end of the curve in the United States, Canada and Europe proved profitable. Losses were posted to the Partnership at the end of the third quarter as the downward move in bond prices and corresponding uptick in interest rates that had characterized the previous several months reversed course sharply upon the U.S. Federal Reserve’s decision to maintain its current level of quantitative easing.  Also corresponding losses in Europe’s bund market added to the losses at the end of September. Profits were posted to the Partnership at the beginning of the fourth quarter. Profits were posted to the Partnership in the middle of the fourth quarter. In the bond markets, the Trading Program was essentially flat for November as there was little price action in any of the global markets the Partnership trades in and a limited book of existing positions, a mix of longs and shorts, largely held steady for November. Profits were posted to the Partnership at the end of the fourth quarter as interest rates started to creep upward on the U.S. Federal Reserve’s tapering indication and drove bond prices into a downward move. While not all markets were as responsive to the U. S. Federal Reserve’s tapering indication as others, profits resulted from short positions in the German bund market and on longer term segments of the U.S. yield curve. These profits were sufficient to outweigh losses in the European BOBL market.

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The energy sector posted losses to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter. Most notably, crude oil spiked sharply yielding profits for the Trading Program. Supplementing these profits were favorable trades in heating oil, and various gasoline markets. Losses were posted to the Partnership in the middle of the first quarter. Strong upward trends and seemingly orderly pullbacks were disrupted by unpredicted price turmoil when an unidentified investor sold large quantities of crude oil futures within a very short time window toward the end of February.  This occurrence reduced prices below the Trading Program’s risk tolerances and forced the Trading Program out of trading positions that otherwise appeared on track to produce positive returns. The Trading Program also generated losses in unleaded gas, gas oil, heating oil and Brent crude. Profits were posted to the Partnership at the end of the first quarter as the Trading Program’s long natural gas trade toward the end of March generated gains to offset losses realized by shorting the same market in early March. Losses were posted to the Partnership at the beginning of the second quarter resulting from the downward price movement that persisted for much of the year in oil and gas products stalled and reversed just enough to undercut many of the Trading Program’s short positions. Losses were posted to the Partnership in the middle of the second quarter. Volatility in natural gas led to losses that tipped the sector into negative territory in May. Profits were posted to the Partnership at the end of the second quarter resulting from price fall-offs in RBOB gasoline, gasoil and Brent crude. Losses were posted to the Partnership at the beginning of the third quarter.  The energy sector was neutral for the month of July as small profits buying Brent crude, crude and gasoil and selling natural gas were offset by small losses in the heating oil and RBOB markets. Profits were posted to the Partnership in the middle of the third quarter as the Trading Program profited from the long positions that captured sharp price spikes in the Brent and crude oil markets. The gains in these trades outpaced small losses in natural gas and heating oil. Losses were posted to the Partnership at the end of the third quarter. After the prospect of military action in Syria seemed to subside, energy prices, which had risen due to the possibility of conflict in the Middle East, sold off across the board. Gas and crude oil proved to be particularly troublesome and heating oil, Brent crude, RBOB and even natural gas added to the Trading Program’s negative performance in energy for September. Losses were posted to the Partnership at the beginning of the fourth quarter. No news was good news for the Partnership in energy as a relatively low volatility environment kept the Trading Program largely inactive for October and out of any trouble that might have undercut the profits generated in other sectors. Losses were posted to the Partnership in the middle of the fourth quarter. The volatility patterns that characterized 2013 continued in November when upward price moves in natural gas and Brent crude suddenly bucked the Trading Program’s short positions and caused additional losses in energies. Profits were posted to the Partnership at the end of the fourth quarter. After a year in which opportunities in the sector were far and few between, energies delivered positive returns for December. Most of the profit came from various long trades in natural gas which spiked significantly during December as an early winter enveloped much of the U.S. Adding to the month’s results were profitable long positions in the crude oil market.

The Partnership experienced a net trading loss of $18,797,649 for the year ended December 2012. Profits were primarily attributable to the Partnership trading in the agriculture sector posting profits. The stock indices, interest rates, metals, currency and energy sectors posted losses.

The agriculture sector posted profits to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter as the winter’s unusually warm climate across much of the country disrupted the seasonal trading patterns, ultimately causing prices to drop further. Trading in coffee was profitable as the coffee prices continued to decline on expectations of a record crop in Brazil, the world’s largest producer. Profits were posted to the Partnership in the middle of the first quarter as coffee prices ended the month of February lower, in favor of short positions which were driven by its own, weather related fundamentals. Profits were posted to the Partnership at the end of the first quarter. The coffee market remained in a downward trend, which contributed to profits. Since hitting a near record high price in 2011, coffee prices fell on expectations of a large Brazilian crop, the world’s largest coffee producer.  Profits were posted to the Partnership at the beginning of the second quarter. The Soybean complex markets exhibited the strongest trends and were the most profitable agricultural markets as prices moved steadily higher. This trend appeared to be partly in reaction to the shortage of soybeans

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available for export from South America. Losses were posted to the Partnership in the middle of the second quarter. Losses were incurred in the soybean market as prices turned lower after rallying for months. Improved weather forecasts for U.S. crops and prospects of slowing Chinese demand seemed to be the contributing factors behind the price correction. The corn market also experienced significant price swings causing the Trading Program to be whipsawed in and out of short trades. On the positive side, trading in cotton and sugar was profitable due to strong downtrends in both markets. Losses were posted to the Partnership at the end of the second quarter. Grains and softs produced mixed results, with short positions in corn and sugar reversing in trend quickly resulting in modest losses. The ability to go long and short proved its worth again with profitable positions in short rubber and long soybean meal.  Profits were posted to the Partnership at the beginning of the third quarter. Soybeans and soymeal accounted for the bulk of the profits as prices advanced. Corn and wheat also contributed to gains through newly established long positions. Profits were posted to the Partnership in the middle of the third quarter. As drought continued across the U.S., upward price trends in soybeans and soymeal generated profits. Also contributing was the Trading Program’s short position in the Tokyo rubber market which continued its downward trend, while cotton and wheat positions generated small losses. Losses were posted to the Partnership at the end of the third quarter. Struggles in the agricultural sector was a fairly sharp price uptick in the rubber market that eroded some of the gains made in previous months; however, short cotton position was profitable for the month but was not enough to offset losses. Losses were posted to the Partnership at the beginning of the fourth quarter as the price effects of the summer drought continued to wane in October. The several-month rally in the soybean complex appeared to end as the Trading Program was knocked out of its remaining long positions by mid-October and the wheat market followed a similar path. Profits were posted to the Partnership in the middle of the fourth quarter only to be reversed at the end of the fourth quarter. Most damaging were sharp reversals in corn and wheat, both of which caused the Trading Program to be entirely knocked out of long positions.

The stock indices sector posted losses to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter. After 2011’s wild swings, equity markets had a strong start to the new year and moved steadily higher. Positive data from the U.S., China and even Europe helped drive stock prices higher. The Trading Program exited all of its remaining short trades and initiated new long positions in both domestic and foreign equity markets. Profits were posted to the Partnership in the middle of the first quarter. A two month rally, driven in large part by an improving U.S. economic outlook and a stabilizing European debt situation, ultimately challenged the technically (and psychologically) important 13,000 level. Among the equity positions, the NASDAQ was the best performing market for the Trading Program’s strategy. Profits were posted to the Partnership at the end of the first quarter. The U.S. equity markets continued to trend in March, moving up without a meaningful retracement. An improving U.S. economy combined with an increase in investor confidence and signs of stabilization in Europe appeared to influence this rally. Losses were posted to the Partnership at the beginning of the second quarter. Domestic equities initially retreated from their 2012 highs, but began to bounce back during the second half of April. European equities, on the other hand, continued to weaken, diverging from the path of U.S. equity markets. Losses were posted to the Partnership in the middle of the second quarter. Performance was affected by a shift away from risky assets, including equities into safe haven assets, such as government bonds and the U.S. dollar. Worries about Europe emerged again, including a potential Greek exit from the Euro. Attention returned to soft U.S. economic data and slowing growth in China. In this context, global equity markets were down across the board. The uncertainty surrounding Greece’s future in the Euro zone and worries of an expanding crisis turned the global equity market into a downfall. The Trading Program was stopped out of its remaining long positions and generated negative performance.  Losses were posted to the Partnership at the end of the second quarter.  Towards the end of June the decision in Brussels to allow European bailout funds to directly help crisis-stricken banks was seen by many as a key measure to supporting beleaguered Spanish banks. The backing of the German parliament, by passing the euro zone permanent bailout scheme and budget by a wide margin, appeared to give markets additional confidence in the plan. This news was a shot in the arm to the global economy, causing equity markets to rally sharply on the last trading day of June in contrast to the pattern they had shown in the preceding several weeks. Long U.S. equities positions held at the beginning of June were flattened out for modest losses. Losses were posted to the Partnership at the beginning of the third quarter. Positions in equity indices were limited, due to lack of defined trends as well as short-selling bans imposed by European regulators. Losses were posted to the Partnership in the middle of the third quarter as trading in equities was unprofitable as markets reversed. Profits were posted to the Partnership at the end of the third quarter. Profits were generated in equities as stock markets across the globe generally approached new highs on news of the U.S. Federal Reserve’s ongoing commitment to simulative fiscal policies. Losses were posted to the Partnership at the beginning of the fourth quarter due to choppy U.S. stock index futures. Profits were posted to the Partnership in the middle of the fourth quarter due to the Trading Program’s positions in the Asian and European stock markets, on both longer term upward trends and some shorter term price pullbacks. Profits were posted to the Partnership at the end of the fourth quarter due to the Trading Program’s geographic diversification in Japan, the Netherlands, Korea, Spain and Italy.

The interest rate sector posted losses to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter. Following the U.S. Federal Reserve’s announcement, interest rate futures rallied, pushing yields lower. Losses were posted to the Partnership in the middle through the end of the first quarter. During the first half of March,

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U.S. interest rates moved higher. This rate rise triggered a liquidation of the Trading Program’s remaining exposure in domestic interest rate futures, which caused negative performance. Profits were posted to the Partnership at the beginning of the second quarter.  Yields declined after the first quarter optimism changed to anxiety about future economic growth. Profits were posted to the Partnership in the middle of the second quarter. The concerns about Europe drove investors into perceived safe havens of U.S. and German bonds, with yields declining. Losses were posted to the Partnership at the end of the second quarter. Long interest rate positions in the U.S., Europe and Asia maintained their established trends while also posting small losses. Profits were posted to the Partnership at the beginning of the third quarter.  Yields declined after the first quarter optimism changed to anxiety about future economic growth. Losses were posted to the Partnership at the end of the third quarter. Long interest rate positions in the U.S., Europe and Asia maintained their established trends while also posting small losses. Losses were posted to the Partnership at the beginning through the middle of the fourth quarter. The Trading Program’s profits from their long Japanese bond positions were offset by losses in the long European bond market. Losses were posted to the Partnership at the end of the fourth quarter. Small losses by the Trading Program across the U.S. yield curve and in Japanese and Canadian bond markets combined to cause a monthly loss in the sector overall.

The metals sector posted losses to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter. The Partnership liquidated a substantial portion of short positions in metals as prices bounced back from their December lows. Losses were posted to the Partnership in the middle through the end of the first quarter due to volatility in the market.  Losses were posted to the Partnership at the beginning of the second quarter. Profits were posted to the Partnership in the middle of the second quarter. The metals sector was profitable due to gains from short positions in base metals. Small losses were incurred in gold. Losses were posted to the Partnership at the end of the second quarter. In the metals sector, aluminum was a bright spot, where the Trading Program was able to capitalize on a newly established short position however was not enough to offset the losses posted to the Partnership. Profits were posted to the Partnership at the beginning of the third quarter. Short positions in base metals were profitable with the biggest decliners being aluminum and nickel. Fear of a global slowdown, spurred by debt fears in Europe and the specter of a hard landing in China, appeared to cause demand to drop off. Losses were posted to the Partnership in the middle of the third quarter. Profitable trends in the global metals markets retraced in August causing the Trading Program to give back some of the profits it had made shorting these markets over the past several months. In particular, silver and aluminum both rallied, while positions in copper, nickel and zinc finished essentially flat. Losses were posted to the Partnership at the end of the third quarter as downward price trends that had been building throughout the summer sharply reversed in early September, with aluminum and nickel markets generating the largest losses. Industrial metals appeared to rally on news of ongoing stimulus measures made by the U.S. and China. Losses were posted to the Partnership at the beginning of the fourth quarter due to sharp reversals in zinc and aluminum. Profits were posted to the Partnership in the middle of the fourth quarter only to be reversed at the end of the fourth quarter. A sharp price drop in gold in the middle of December triggered a short position that was profitable until the end of the month when prices reversed sharply and forced the Trading Program to liquidate.

The currency sector posted losses to the Partnership. Losses were posted to the Partnership at the beginning of the first quarter as the U.S. dollar reversed course over the second half of January and weakened across the board. The Euro initially touched a 16-month low against the U.S. dollar and then climbed back above $1.30. Losses were posted to the Partnership in the middle of the first quarter. The currency sector suffered from price reversals against established market trends, particularly in the Euro and the Japanese yen. The Euro staged a rally as optimism about Greece sent the currency to a three month high against the U.S. dollar and the Euro trades were partially liquidated as a result. The Japanese yen fell against the U.S. dollar after the Bank of Japan injected more money into the economy, applying downward pressure on the Japanese yen. Consequently, the Partnership was stopped out of all of its long Japanese yen positions. The Partnership also liquidated most of the short positions in minor currencies as they moved higher against the U.S. dollar. Losses were posted to the Partnership at the end of the first quarter.  The U.S. dollar initially benefited from higher yields and gained against other currencies; however, the U.S. dollar came under pressure during the second half of March. The Partnership maintained a very low exposure in the currency sector during March due to a lack of any sustained trends. Losses were posted to the Partnership at the beginning of the second quarter.  The U.S. dollar moved sideways, trading in a relatively narrow range.  Profits were posted to the Partnership in the middle of the second quarter. In the face of the recent European crisis, selling the Euro was the theme of May. The Euro fell to a 2-year low against the U.S. dollar. Minor currencies also weakened, contributing to profits. Losses were posted to the Partnership at the end of the second quarter. The U.S. dollar and treasuries, recipients of significant inflows in light of the crisis in Europe, saw sharp drops at month end as investors showed more confidence that Europe could avoid fiscal collapse. Profits were posted to the Partnership at the beginning of the third quarter.  Currencies were profitable with short positions in the Euro and Swiss Franc against the U.S. dollar performing the best. Questions about the health of the Eurozone and whether or not Greece will exit continued to play a likely role in pushing the common currency down. The Trading Program’s short positions in minor currencies against the U.S. dollar were slightly profitable. Several profitable cross rate trades also added to the currency sector’s overall strong performance. Losses were posted to the Partnership in the middle of the third quarter. The Euro and Swiss franc strengthened against the U.S. dollar after their July 

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weakness and a variety of European minor currencies also followed suit, further harming performance. The Trading Program’s short Euro/Sterling and long Sterling/Swiss franc positions also posted small losses. Losses were posted to the Partnership at the end of the third quarter. The upward move of the Euro currency that began in August continued in September causing further losses for the Partnership, resulting in the Trading Program taking out its position entirely. The Swiss franc followed the euro, generating losses and causing the Trading Program to reduce its position over the course of September. Currencies continued their perplexing 2012 trajectory as October saw weakness in markets that were strong the month before (British pound) and strength in markets that were weak in previous months (Swiss franc) and both currencies caused small losses posted to the Partnership at the beginning of the fourth quarter. Profits were posted to the Partnership in the middle of the fourth quarter due to profits from the South African rand, the Brazilian real, and the Japanese yen. Losses were posted to the Partnership at the end of the fourth quarter due to the Trading Program’s positions in the South African rand, New Zealand dollar, Australian dollar and Brazilian real.

The energy sector posted losses to the Partnership. Profits were posted to the Partnership at the beginning of the first quarter. Short natural gas positions posted profits in January. Overall, the boom in low-cost natural gas from shale suppressed prices. In addition, the market appeared to be anticipating storage cost increases on the horizon as stored inventories continued to build. Losses were posted to the Partnership in the middle of the first quarter. Energy prices rallied as tensions with Iran raised fears about a possible supply disruption and/or military conflict. The Iran situation had a more pronounced impact on Brent crude as compared to West Texas Intermediate, because the Eurozone is one of Iran’s biggest markets for its oil. The price of U.S. oil lagged behind that of Brent crude, which rose above $125 per barrel in February while West Texas Intermediate stayed below the $110 level. Towards the end of February energy prices retreated by more than which caused the sector to finish the month with a minor loss. Nevertheless, rising oil prices seem to be a key fundamental risk factor for the global economy. Profits were posted to the Partnership at the end of the first quarter. Gasoil and Unleaded Gas (RBOB) finished March higher and generated profits, while Brent crude traded sideways and posted only marginal gains. Trading in natural gas was also profitable. The market had been oversupplied and prices continued to weaken. Losses were posted to the Partnership at the beginning of the second quarter. Gasoline and oil prices declined as tensions appeared to ease over Iran’s nuclear program, generating losses in long positions. Natural gas resumed its downtrend at first, then suddenly moved higher on apparent weather related demand and finished flat for April.  Losses were posted to the Partnership in the middle of the second quarter. With the worsening situation in Europe and the slowdown in Chinese manufacturing sector oil prices came under pressure. Short natural gas, the Trading Program’s only remaining energy position, ended May flat. Losses were posted to the Partnership at the end of the second quarter. Short positions established in Brent crude, West Texas Intermediate crude and heating oil in the early part of June gradually gained until giving back all gains and more at the end of June. Losses were posted to the Partnership at the beginning of the third quarter. The energy sector was mixed with the Trading Program’s short positions being exited in West Texas Intermediate crude, Brent crude and heating oil at modest losses. After exiting a short position built on a multi-year decline in the price of natural gas, the Trading Program’s long position proved to be profitable as prices jumped over 60 percent from the lows touched in April. Losses were posted to the Partnership in the middle of the third quarter. The natural gas market reversed direction after a sharp rally over the past several months, and undercut the Trading Program’s long position. The drivers behind this price reversal were not clear, as the demand for natural gas was strong across the U.S. and production subsided as a result of hurricane Isaac. Regardless, the market forces that had driven natural gas to near 12-month highs clearly lost influence in August. The Trading Program’s small gains in Reformulated Gasoline Blendstock for Oxygen Blending gasoline were insufficient to offset losses in natural gas. Profits were posted to the Partnership at the end of the third quarter. The Trading Program’s positions remained light with the exception of long positions in natural gas and RBOB unleaded gasoline. Losses were posted to the Partnership at the beginning of the fourth quarter. After a strong rally toward the end of the third quarter, unleaded gas reversed sharply in late October causing losses and knocking the Trading Program entirely out of what had been a fairly sizeable position coming into the month. Driving this change in price direction appeared to be a sudden spike of investor pessimism in the wake of various unfavorable global economic projections. Losses were posted to the Partnership in the middle of the fourth quarter as natural gas, heating oil, gas oil and Brent crude oil all contributed to a net loss for November. Natural gas’ upward price trend reversed by the middle of November. Losses were posted to the Partnership at the end of the fourth quarter due to the natural gas market which sharply reversed, and also losses in heating oil and gasoil.

Variables Affecting Performance

The principal variables that determine the net performance of the Partnership are gross profitability from the Partnership’s trading activities and interest income.

The Partnership receives an interest based on the daily effective federal funds rate less 20 basis points on their U.S. dollar deposits.  Other rates exist for the non U.S. dollar deposits, however, most of the Partnership’s cash is held in

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U.S. dollars.  The current short term interest rates have remained extremely low when compared with historical rates and thus has contributed negligible amounts to overall Partnership performance.

During all periods set forth above in “Selected Financial Data”, the interest rates in many countries were at unusually low levels. 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 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. The Profit Shares payable to the Trading Advisor are based on the New Trading Profits generated by the Partnership excluding interest and after reduction for a portion of the brokerage commissions.

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—regulatory approvals, cost of goods sold, employee relations and the like—which often materially affect an operating business, have no material impact on the Partnership.

Liquidity; Capital Resources

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.

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.

The Partnership should be able to close out its open trading positions and liquidate its holdings relatively quickly and at market prices, except in unusual circumstances. This typically permits the Partnership to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so.

As a commodity pool, the Partnership maintains an extremely large percentage of its assets in cash, which it must have available to post initial and variation margin on futures contracts.  This cash is also used to fund redemptions.  While the Partnership has the ability to fund redemption proceeds from liquidating positions, as a practical matter positions are not liquidated to fund redemptions.  In the event that positions were liquidated to fund redemptions, MLAI, as the General Partner of the Partnership, has the ability to override decisions of the Trading Advisor to fund redemptions if necessary, but in practice the Trading Advisor would determine in its discretion which investments should be liquidated.

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

Recent Accounting Developments

Recent accounting developments, if any, are discussed in Exhibit 13.01

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Introduction

The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes and all or substantially all of the Partnership’s assets are subject to the risk of trading loss.

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Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

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

The Partnership, under the direction of Sunrise, rapidly acquires and liquidates both long and short positions in a wide range of different markets.  Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.

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

Quantifying The Partnership’s Trading Value At Risk

Quantitative Forward-Looking Statements

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

The Partnership’s risk exposure in the various market sectors traded by Sunrise is quantified below in terms of Value at Risk.  Due to the Partnership’s fair value accounting, any loss in the fair value of the Partnership’s open positions is directly reflected in the Partnership’s earnings (realized or unrealized) and cash flow (at least in the case of exchange-traded contracts in which profits and losses on open positions are settled daily through variation margin).

Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum loss in the fair value of any given contract incurred in 95%-99% of the one-day time periods included in the historical sample (generally approximately one year) researched for purposes of establishing margin levels.  The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

In the case of market sensitive instruments which are not exchange-traded (almost exclusively currencies in the case of the Partnership), the margin requirements for the equivalent futures positions have been used as Value at Risk.  In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

100% positive correlation in the different positions held in each market risk category has been assumed.  Consequently, the margin requirements applicable to the open contracts have been aggregated to determine each trading category’s aggregate Value at Risk.  The diversification effects resulting from the fact that the Partnership’s positions are rarely, if ever, 100% positively correlated have not been reflected.

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

The following table indicates the average, highest and lowest trading Value at Risk associated with the Partnership’s open positions by market category for the fiscal years 2014 and 2013. During the fiscal year 2014, the Partnership’s average capitalization was $37,733,171.  During the fiscal year 2013, the Partnership’s average capitalization was $58,433,968.

December 31, 2014

December 31, 2013