-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JoLUUK482qCQpm6WjGdZuQqZT7pDjmvXnEWvBCBW9IJm6sLVrWrMIhS0Px0h47Rb 3485Ej0NwIczrZ1LxDooDw== 0001104659-09-021535.txt : 20090331 0001104659-09-021535.hdr.sgml : 20090331 20090331092127 ACCESSION NUMBER: 0001104659-09-021535 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090331 DATE AS OF CHANGE: 20090331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ML SELECT FUTURES I LP CENTRAL INDEX KEY: 0001100878 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50269 FILM NUMBER: 09716181 BUSINESS ADDRESS: STREET 1: C/O MERRILL LYNCH INVESTMENT PARTNERS STREET 2: PRINCETON CORP CAMPUS 800 SCUDDERS MILL CITY: PLAINSBORO STATE: NJ ZIP: 08536 10-K 1 a09-5780_410k.htm 10-K

 

 

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, 2008

 

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)

 

Delaware

 

13-3879393

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

c/o Merrill Lynch Alternative Investments LLC
Two World Financial Center, 7
th Floor
New York, New York 10281

(Address of principal executive offices)
(Zip Code)

 

212-236-2063

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

 

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

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Small reporting company o

(Do not check if a smaller reporting company)

 

 

 

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

 

 

Yes o

 

No x

 

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

 

As of January 31, 2009, limited partnership units of with a Net Asset Value of $210,847,174 were held by non-affiliates.

 

Documents Incorporated by Reference

 

The registrant’s 2008 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the fiscal year ended December 31, 2008, 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 2008 ON FORM 10-K

 

Table of Contents

 

 

 

PAGE

PART I

 

 

 

Item 1.

Business

1

 

 

 

Item 1A.

Risk Factors

7

 

 

 

Item 1B.

Unresolved Staff Comments

9

 

 

 

Item 2.

Properties

9

 

 

 

Item 3.

Legal Proceedings

9

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

9

 

 

 

PART II

 

 

 

Item 5.

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

9

 

 

 

Item 6.

Selected Financial Data

11

 

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risks

21

 

 

 

Item 8.

Financial Statements and Supplementary Data

26

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

26

 

 

 

Item 9A(T).

Controls and Procedures

27

 

 

 

Item 9B.

Other Information

28

 

 

 

PART III

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

28

 

 

 

Item 11.

Executive Compensation

30

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

30

 

 

 

Item 13.

Certain Relationships and Related Transactions and Director Independence

30

 

 

 

Item 14.

Principal Accountant Fees and Services

31

 

 

 

PART IV

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

33

 



 

PART I

 

Item 1:          Business

 

(a)                                  General Development of Business:

 

ML Select Futures I L.P.  (the “Partnership”) was organized under the Delaware Revised Uniform Limited Partnership Act on August 4, 1995 under the name ML Chesapeake L.P.  The Partnership began trading on April 16, 1996 and trades in the international futures and forward markets applying proprietary trading strategies under the direction of Sunrise Capital Partners, LLC (“Sunrise”).  The Partnership’s objective is to achieve, through speculative trading, substantial capital appreciation over time.

 

Merrill Lynch Alternative Investments LLC (“MLAI”), the sponsor (“Sponsor”) and general partner of the Partnership, is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”).  Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly-owned subsidiary of Merrill Lynch, is the Partnership’s commodity broker. As used herein, the capitalized term “MLAI” also refers to the general partner at times when its name was MLIM Alternative Strategies LLC, as applicable. On September 15, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch” or the “Company”) entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 dated as of October 21, 2008, the “Merger Agreement”) with Bank of America Corporation (“Bank of America”). Pursuant to the Merger Agreement, on January 1, 2009, a wholly-owned subsidiary of Bank of America (“Merger Sub”) merged with and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation and a subsidiary of Bank of America (the “Merger”).

 

The proceeds of the Partnership’s units of limited partnership interest (the “Units”) were initially allocated to the Partnership’s initial trading adviser, Chesapeake Capital Corporation (“Chesapeake”).  On July 1, 1998, Sunrise replaced Chesapeake as the Partnership’s sole trading advisor (“Advisor”).

 

As of December 31, 2008, the capitalization of the Partnership was $215,554,694 and the Net Asset Value per Unit, originally $100 as of April 1, 1996, had risen to $314.15

 

The highest month-end Net Asset Value per Unit since Sunrise began trading the Partnership was $314.15 (December 31, 2008) and the lowest was $127.01 (July 31, 1998).

 

(b)                                 Financial Information about Segments:

 

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

 

(c)                                  Narrative Description of Business:

 

General

 

The Partnership trades in the international futures and forward markets with the objective of achieving substantial capital appreciation.

 

The Partnership has entered into an advisory agreement with Sunrise whereby Sunrise trades the Partnership’s assets through a managed account using its Expanded Diversified Program.  In the Expanded Diversified Program, Sunrise applies its trend-following systems to a broadly-diversified portfolio of futures and forward markets, including, but not limited to, precious and industrial metals, grains, petroleum products, soft commodities, domestic and foreign interest rate futures, domestic and foreign stock indices (including S&P 500, DAX, and Nikkei 225), currencies and their cross rates, and minor currency markets.

 

1



 

One of the aims of the Partnership is to provide diversification to a limited portion of the risk segment of the Limited Partners’ portfolios into an investment field that has historically often demonstrated a low degree of performance correlation with traditional stock and bond holdings.

 

Employees

 

The Partnership has no employees.

 

Sunrise and its Expanded Diversified Program

 

Sunrise currently offers five trading programs, one of which, the Expanded Diversified Trading Program is used in managing the Partnership’s assets.  In the Expanded Diversified Trading Program, Sunrise applies its trend-following systems to a broadly-diversified portfolio of futures and forward markets, including, but not limited to, precious and industrial metals, grains, petroleum products, soft commodities, domestic and foreign interest rate futures, domestic and foreign stock indices (including S&P 500, DAX and Nikkei 225), currencies and their cross rates, and minor currency markets (collectively, “Commodity Interests”).  Sunrise may trade these markets on any U.S. or non-U.S. exchange.  Sunrise may also trade options for the Partnership in the future; in the event that it does, these options will be considered Commodity Interests.  As of December 31, 2008, Sunrise was managing approximately $1.125 billion (excluding “notional” funds) in the futures and forward markets.

 

Sunrise’s Programs Are Technical and Trend-Following Systems
 

The mathematical models used by Sunrise’s programs are technical systems, generating trading signals on the basis of statistical research into past market prices.  Sunrise does not attempt to predict or forecast changes in price through fundamental economic analysis.  The trading methodologies employed by Sunrise are based on programs analyzing a large number of interrelated mathematical and statistical formulas and techniques, which are quantitative and proprietary in nature.

 

As a trend-following advisor, Sunrise’s objective is to participate in major price trends—sustained price movements either up or down.  Such price trends may be relatively infrequent.  Some trend-following advisors have anticipated that over half of their positions will be unprofitable.  Their strategy is based on making sufficiently large profits from the trends which they identify and follow to generate overall profits despite the more numerous but, hopefully, smaller losses incurred on the majority of their positions.

 

The Markets Traded by Sunrise for the Partnership

 

The Partnership trades on a variety of United States and foreign futures exchanges.  Applicable exchange rules differ significantly among different countries and exchanges.  The Partnership’s entire off-exchange trading takes place substantially in the highly liquid, institutionally based currency forward markets.  The forward markets are generally unregulated, and in its forward trading the Partnership does not deposit margin with respect to its positions.  Spot and forward currency contracts currently are the only non-exchange traded instruments held by the Partnership.

 

To date, approximately 20% to 30% of the Partnership’s trades by volume have been in forward currency contracts, but from time to time the percentage of the Partnership’s trading represented by forward currency trades may fall substantially outside this range.  Because the Partnership need not deposit any margin with Merrill Lynch in respect of the Partnership’s forward trading, the Partnership’s additional risk in trading in such unregulated markets should be limited to a possible loss of unrealized profits on open forward positions which a counterparty accessed through Merrill Lynch would not, in the event of its bankruptcy, be able to pay to Merrill Lynch for the account of the Partnership.

 

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

 

2



 

time.  The Partnership has no policy restricting its relative commitment to any of these different types of markets, although generally the bulk of the Partnership’s trading takes place on regulated exchanges.

 

The Partnership’s financial statements contain information relating to the types of markets traded by the Partnership.  There can, however, be no assurance as to which markets the Partnership may trade or in which markets the Partnership’s trading may be concentrated at any one time or over time.

 

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 different futures and forwards markets 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 “Available Assets”.

 

Market Sectors

 

In the Expanded Diversified Program, Sunrise applies its trend-following systems to a broadly diversified portfolio of futures and forward markets.  Commodity interests currently included in the Expanded Diversified Program are: currencies (majors, minors, and crossrates), metals (gold, silver, copper, aluminum, nickel, and zinc), indices (S&P 500, DAX, and Nikkei 225), interest rates (T-bonds, T-Notes, Eurodollars, Euro-Bund, three-month Euro Futures, Euro BOBL, Japanese Government Bond, Euroyen, 90-day Australian Bank Accepted Bill (“Aussie Bill”) and three-month Canadian Bankers’ Acceptance Note), energy (crude oil and natural gas) and agriculturals (soybeans, soymeal, corn, wheat, coffee and sugar and cotton).

 

Market Types

 

The Partnership trades on a variety of United States and foreign futures exchanges.  Substantially all of the Partnership’s off-exchange trading takes place in the highly liquid, institutionally based currency forward markets.

 

Many of the Partnership’s currency trades are executed in the spot and forward foreign exchange markets (the “FX Markets”) where there are no direct execution costs.  Instead, the participants, banks and dealers in the FX Markets take a “spread” between the prices at which they are prepared to buy and sell a particular currency and such spreads are built into the pricing of the spot or forward contracts with the Partnership.

 

As in the case of its market sector allocations, the Partnership’s commitments to different types of markets — U.S. and non-U.S. regulated and non-regulated differ substantially from time to time, as well as over time.  The Partnership has no policy restricting its relative commitment to any of these different types of markets.

 

Custody of Assets

 

All of the Partnership’s trading assets are currently held in Commodity Futures Trading Commission (“CFTC”) regulated customer accounts at MLPF&S.

 

Available Assets

 

The Partnership earns income, as described below, on its “Available Assets”, which can be generally described as the cash actually held by the Partnership.   Available Assets are held primarily in U.S. dollars and are comprised of the Partnership’s cash balances held in the offset accounts (as described below) — which include “open trade equity” (unrealized gain and loss on open positions) on United States futures contracts, which is paid into or out of the Partnership’s account on a daily basis; the Partnership’s cash balance in foreign currencies derived from its trading in non-U.S. dollar denominated futures and options contracts, which includes open trade equity on those exchanges which settle gains and losses on open positions in such contracts prior to closing out such

 

3



 

positions.  Available Assets do not include and the Partnership does not earn interest income on the Partnership’s  unrealized gains or losses on its open forward, commodity option and certain foreign futures positions since such gains and losses are not collected or paid until such positions are closed out.

 

The Partnership’s Available Assets may be greater than, less than or equal to the Partnership’s Net Asset Value (on which the redemption value of the Units is based) primarily because Net Asset Value reflects all gains and losses on open positions as well as accrued but unpaid expenses.

 

Interest Earned on the Partnership’s U.S. Dollar Available Assets

 

The Partnership’s U.S. dollar Available Assets are held in cash in offset accounts.

 

Offset accounts are non-interest bearing demand deposit accounts maintained with banks unaffiliated with Merrill Lynch.  An integral feature of the offset arrangements is that the participating banks specifically acknowledge that the offset accounts are MLPF&S customer accounts, not subject to any Merrill Lynch liability.

 

MLPF&S credits the Partnership, as of the end of each month, with interest at the effective daily 91-day Treasury bill rate on the average daily U.S. dollar Available Assets held in the offset accounts during such month.

 

The use of the offset account arrangements for the Partnership’s U.S. dollar Available Assets may be discontinued by Merrill Lynch at any time.  If Merrill Lynch were to terminate the offset arrangements, it would attempt to invest all of the Partnership’s U.S. dollar Available Assets to the maximum practicable extent in short-term Treasury bills.  All interest earned on the U.S. dollar Available Assets so invested would be paid to the Partnership but MLAI would expect the amount of such interest to be less than that available to the Partnership under the offset account arrangements.  The remaining U.S. dollar Available Assets of the Partnership would be kept in cash to meet variation margin payments and pay expenses, but would not earn interest for the Partnership.

 

The banks at which the offset accounts are maintained make available to Merrill Lynch interest-free overnight credits, loans or overdrafts in the amount of the Partnership’s U.S. dollar Available Assets held in the offset accounts, charging Merrill Lynch a small fee for this service.  The economic benefits derived by Merrill Lynch — net of the interest credits paid to the Partnership and the fee paid to the offset banks — from the offset accounts have not exceeded 0.75% per annum of the Partnership’s average daily U.S. dollar Available Assets held in the offset accounts.  These revenues to Merrill Lynch are in addition to the Brokerage Commissions and Administrative Fees paid by the Partnership to MLPF&S and MLAI, respectively.

 

Interest Paid by Merrill Lynch on the Partnership’s Non-U.S. Dollar Available Assets

 

Under the single currency margining system implemented for the Partnership, the Partnership does not deposit foreign currencies to margin trading in non-U.S. dollar denominated futures contracts and options, if any.  MLPF&S provides the necessary margin, permitting the Partnership to retain the monies which would otherwise be required for such margin as part of the Partnership’s U.S. dollar Available Assets.  The Partnership does not earn interest on foreign margin deposits provided by MLPF&S. The Partnership does, however, earn interest on its non-U.S. dollar Available Assets.  Specifically, the Partnership is credited by Merrill Lynch with interest at prevailing short-term local rates on assets and net gains on non-U.S. dollar denominated positions for such gains actually held in cash by the Partnership.  Merrill Lynch charges the Partnership Merrill Lynch’s cost of financing realized and unrealized losses on such positions.

 

The Partnership holds foreign currency gains and finances foreign currency losses on an interim basis until converted into U.S. dollars and either paid into or out of the Partnership’s U.S. dollar Available Assets.  Foreign currency gains or losses on open positions are not converted into U.S. dollars until the positions are closed.  Assets of the Partnership while held in foreign currencies are subject to exchange rate risk.

 

4



 

Charges

 

The following table summarizes the charges incurred by the Partnership during 2008, 2007, and 2006.

 

 

 

2008

 

2007

 

2006

 

Charges

 

Dollar
Amount

 

% of Average
Month-End
Net Assets

 

Dollar
Amount

 

% of Average
Month-End
Net Assets

 

Dollar
Amount

 

% of Average
Month-End
Net Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brokerage Commissions

 

$

13,184,374

 

5.87

%

$

16,351,736

 

5.66

%

$

19,872,678

 

5.61

%

Administrative and Filing Fees

 

600,956

 

0.27

%

993,261

 

0.35

%

1,153,304

 

0.33

%

Profit Shares

 

15,939,202

 

7.10

%

671,266

 

0.23

%

49,055

 

0.01

%

Total Expenses

 

$

29,724,532

 

13.24

%

$

18,016,263

 

6.24

%

$

21,075,037

 

5.95

%

 

The foregoing table does not reflect the bid-ask spreads paid by the Partnership on its forward trading, or the benefits which may be derived by Merrill Lynch from the deposit of certain of the Partnership’s U.S. dollar assets maintained at MLPF&S.

 

Each Unit is subject to the same charges.  The Partnership’s average month-end Net Assets during 2008, 2007 and 2006 equaled $224,567,351, $288,689,351 and $354,244,209 respectively.

 

During 2008, 2007 and 2006, the Partnership earned $3,585,936, $13,248,150 and $17,187,972 in interest income, or approximately 1.60%, 4.59% and 4.85% of the Partnership’s average month-end Net Assets.

 

Description of Current Charges

 

Recipient

 

Nature of Payment

 

Amount of Payment

MLPF&S

 

Brokerage Commissions

 

A flat-rate monthly brokerage commission of 0.458 of 1% (a 5.5% annual rate) of the Partnership’s month-end assets (including the monthly interest credit and before reduction for accrued month-end redemptions, distributions, brokerage commissions, administrative fees or Profit Shares, in each case as of the end of the month of determination). Such commissions cover Sunrise’s monthly consulting fee as well as all floor brokerage and exchange, clearing and National Futures Association (“NFA”) fees incurred in the Partnership’s trading.

 

 

 

 

 

MLPF&S

 

Use of Partnership assets

 

Merrill Lynch may derive an economic benefit from the deposit of certain of the Partnership’s U.S. dollar assets in accounts maintained at MLPF&S.

 

5



 

MLAI

 

Administrative Fees

 

A flat-rate monthly charge of 0.021 of 1% (0.25% annual rate) of the Partnership’s month-end assets (including the monthly interest credit and before reduction for accrued month-end redemptions, distributions, brokerage commissions, administrative fees or Profit Shares, in each case as of the end of the month of determination). Additionally, the Partnership reimburses MLAI the actual cost of the State of New Jersey annual filing fee assessed on a per partner basis. The administrative fees cover the Partnership’s routine administrative expenses and MLAI will absorb any administrative costs incurred during any calendar year in excess of the foregoing amount.

 

 

 

 

 

Merrill Lynch International Bank (“MLIB”) (or an affiliate); Other counterparties

 

Bid—ask spreads

 

Bid—ask spreads on forward and related trades.

 

 

 

 

 

MLIB (or an affiliate); Other counterparties

 

EFP differentials

 

Certain of the Partnership’s currency trades may be executed in the form of “exchange of futures for physical” transactions, in which a counterparty (which may be MLIB or an affiliate) receives an additional “differential” spread for exchanging the Partnership’s cash currency positions for equivalent futures positions.

 

 

 

 

 

Sunrise

 

Annual profit shares

 

23% of any New Trading Profits generated by the Partnership as a whole, excluding interest income and after reduction for a portion of the Brokerage Commissions, as of the end of each calendar year.

 

 

 

 

 

Sunrise

 

Consulting Fees

 

MLPF&S pays Sunrise monthly Consulting Fees of 0.083 of 1% of the Partnership’s month-end assets (a 1% annual rate), after reduction for a portion of the Brokerage Commissions.

 

 

 

 

 

MLPF&S; Others

 

Reimbursement of delivery, insurance, storage and any other extraordinary charges; taxes (if any)

 

Actual payments to third parties, which are expected to be negligible.

 

 

 

 

 

MLPF&S; Others

 

Extraordinary expenses

 

Actual costs incurred; none paid to date.

 

6



 

Regulation

 

MLAI, the Partnership and MLPF&S are each subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”).  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, 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 Investment Advisers Act of 1940.  MLPF&S is also regulated by the SEC and the Financial Industry Regulatory Authority (the “FINRA”).

 

(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.

 

Item 1A: Risk Factors

 

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

 

The Partnership takes positions with values up to approximately 15 times its total equity.  Consequently, even small price movements can cause major losses.

 

Not Necessarily Indicative of Future Results

 

Sunrise’s past performance may not be representative of how it may trade in the future for the Partnership.

 

Volatile Markets; Highly Leveraged Trading

 

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. The combination of leverage and volatility creates a high degree of risk.

 

Importance of General Market Conditions

 

Overall market or economic conditions which neither MLAI nor the Sunrise advisor can predict or control have a material effect on the performance of any managed futures strategy.

 

Possibility of Additional Government or Market Regulation

 

Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the alternative investment funds industry in general.  In addition, certain legislation proposing greater regulation of the industry periodically is considered by the U.S. Congress, as well as the governing bodies of foreign jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Partnership, its general partner (MLAI), the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Partnership, as well as require increased transparency as to the identity of the Partnership’s limited partners.

 

7



 

Forward Trading

 

The Partnership will trade in the forward markets in addition to trading in the futures markets.  The forward markets are over-the-counter, non-exchange traded markets, and in trading in these markets, the Fund will be dependent on the credit standing of the counterparties with which they trade, without the financial support of any clearinghouse system.  In addition, the prices offered for the same forward contract may vary significantly among different forward market participants.  Forward markets 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.

 

Increased Assets Under Management

 

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.

 

Trading Advisor Risk

 

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

 

Changes in Trading Strategy

 

Sunrise may make material changes in its trading strategies without the knowledge of MLAI.

 

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 the trading advisor to close out positions against which the market is moving.

 

Certain futures markets are subject to “daily price limits,” restricting the maximum amount by which the price of a particular contract can change during any given trading day.  Once a contract’s price has moved “the limit,” it may be impossible or economically non-viable to execute trades in such contract.  From time to time, prices have moved “the limit” for a number of consecutive days, making it impossible for traders against whose positions the market was moving to prevent large losses.

 

Trading on Non-U.S. Exchanges

 

Sunrise may trade extensively on non-U.S. exchanges.  These exchanges are not regulated by any United States governmental agency.  The Partnership could incur substantial losses trading on foreign exchanges to which it would not have been subject had its trading advisor limited its trading to U.S. markets.

 

The profits and losses derived from trading foreign futures and forwards will generally be denominated in foreign currencies; consequently, the Partnership will be subject to a certain degree of exchange-rate risk in trading such contracts.

 

8



 

The Partnership Could Lose Assets and Have Its Trading Disrupted Due to the Bankruptcy of One of the Parties

 

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

 

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, Two World Financial Center, 7th Floor, New York, New York 10281. MLAI performs administrative services for the Fund from MLAI’s offices.

 

Item 3:          Legal Proceedings

 

None.

 

Item 4:          Submission of Matters to a Vote of Security Holders

 

None.

 

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, and none is likely to develop.  Limited Partners may redeem Units on ten days written notice to MLAI as of the last day of each month at their Net Asset Value, subject to certain early redemption charges.

 

(b)                                 Holders:

 

As of December 31, 2008, there were 2,131 holders of Units, including MLAI.

 

(c)                                  Dividends:

 

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

 

9



 

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

 

Not applicable.

 

(e)                                  Recent Sales of Unregistered Securities:

 

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

 

During 2008, the Fund issued Units as set forth in the following chart.

 

 

 

Amount

 

Units

 

NAV

 

Jan-08

 

$

2,355,170

 

9,400

 

$

250.55

 

Feb-08

 

 

 

263.68

 

Mar-08

 

9,738

 

34

 

286.40

 

Apr-08

 

 

 

281.89

 

May-08

 

 

 

275.75

 

Jun-08

 

24,953

 

88

 

283.56

 

Jul-08

 

49,787

 

172

 

289.46

 

Aug-08

 

499,882

 

1,803

 

277.25

 

Sep-08

 

118,641

 

440

 

269.64

 

Oct-08

 

9,849

 

36

 

273.58

 

Nov-08

 

146,779

 

480

 

305.79

 

Dec-08

 

1,934,468

 

6,181

 

312.97

 

Jan-09

 

719,404

 

2,290

 

314.15

 

Feb-09

 

2,329,321

 

7,491

 

309.54

 

 

Item 5(b)

 

Not applicable.

 

Item 5(c)

 

Not applicable.

 

10



 

Item 6:          Selected Financial Data

 

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

 

Statements of Operations

 

For the Year
Ended
December 31,
 2008

 

For the Year
Ended
December 31,
2007

 

For the Year
Ended
December 31,
2006

 

For the Year
Ended
December 31,
2005

 

For the Year
Ended
December 31,
2004

 

 

 

 

 

 

 

 

 

 

 

 

 

TRADING PROFIT (LOSS):

 

 

 

 

 

 

 

 

 

 

 

Realized

 

$

81,364,923

 

$

13,343,726

 

$

37,752,945

 

(24,222,659

)

$

52,256,615

 

Change in unrealized

 

(3,074,698

)

(1,451,441

)

(5,477,059

)

3,041,057

 

(14,070,731

)

Total trading profit (loss)

 

$

78,290,225

 

11,892,285

 

32,275,886

 

(21,181,602

)

38,185,884

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

 

 

 

 

 

 

Interest

 

3,585,936

 

13,248,150

 

17,187,972

 

15,719,664

 

6,875,902

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Brokerage commissions

 

13,184,374

 

16,351,736

 

19,872,678

 

27,053,850

 

26,151,018

 

Profit Shares

 

15,939,202

 

671,266

 

49,055

 

-

 

4,731,366

 

Administrative and filing fees

 

600,956

 

993,261

 

1,153,304

 

1,479,720

 

1,641,858

 

Total expenses

 

29,724,532

 

18,016,263

 

21,075,037

 

28,533,570

 

32,524,242

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT LOSS

 

(26,138,596

)

(4,768,113

)

(3,887,065

)

(12,813,906

)

(25,648,340

)

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

52,151,629

 

$

7,124,172

 

$

28,388,821

 

$

(33,995,508

)

$

12,537,544

 

 

Balance Sheet Data

 

December 31,
2008

 

December 31,
2007

 

December 31,
2006

 

December 31,
2005

 

December 31,
2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners' Capital

 

$

215,554,694

 

$

225,754,363

 

$

326,172,570

 

$

396,829,138

 

$

586,978,366

 

Net Asset Value per Unit

 

$

314.15

 

$

250.55

 

$

242.51

 

$

224.17

 

$

234.41

 

 

11



 

The following month-end net asset value per unit information has been derived from financial and accounting data of the Partnership.

 

MONTH-END NET ASSET VALUE PER INITIAL UNIT

 

 

 

Jan.

 

Feb.

 

Mar.

 

Apr.

 

May

 

June

 

July

 

Aug.

 

Sept.

 

Oct.

 

Nov.

 

Dec.

 

2004

 

$

226.76

 

$

243.15

 

$

248.26

 

$

237.31

 

$

234.35

 

$

227.99

 

$

223.83

 

$

214.07

 

$

215.06

 

$

222.39

 

$

232.33

 

$

234.41

 

2005

 

$

219.59

 

$

218.75

 

$

217.11

 

$

213.97

 

$

212.55

 

$

211.75

 

$

206.46

 

$

206.27

 

$

208.46

 

$

210.63

 

$

221.59

 

$

224.17

 

2006

 

$

225.13

 

$

224.83

 

$

232.20

 

$

240.27

 

$

241.84

 

$

241.05

 

$

230.50

 

$

228.68

 

$

227.51

 

$

233.62

 

$

238.87

 

$

242.51

 

2007

 

$

250.27

 

$

243.24

 

$

233.11

 

$

248.30

 

$

257.08

 

$

261.40

 

$

246.27

 

$

209.49

 

$

223.02

 

$

243.54

 

$

245.39

 

$

250.55

 

2008

 

$

263.68

 

$

286.40

 

$

281.89

 

$

275.75

 

$

283.56

 

$

289.46

 

$

277.25

 

$

269.64

 

$

273.58

 

$

305.79

 

$

312.97

 

$

314.15

 

 

Pursuant to CFTC policy, monthly performance is presented from January 1, 2004, even though the Units were outstanding prior to such date.

 

12



 

ML SELECT FUTURES I L.P.

December 31, 2008

 

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

Inception of Trading: April 1996

Aggregate Subscriptions:    $592,639,650

Current Capitalization:   $215,554,694

Worst Monthly Drawdown(2):  (14.94)% (08/07)

Worst Peak-to-Valley Drawdown(3):  (19.86)%  (07/07-08/07)

 

Net Asset Value per Unit, December 31, 2008:   $314.15

 

Monthly Rates of Return (4)

 

Month

 

2008

 

2007

 

2006

 

2005

 

2004

 

2003

 

January

 

5.24

%

3.20

%

0.43

%

(6.32

)%

0.95

%

8.48

%

February

 

8.62

 

(2.81

)

(0.14

)

(0.38

)

7.23

 

4.12

 

March

 

(1.57

)

(4.16

)

3.28

 

(0.75

)

2.10

 

(6.18

)

April

 

(2.18

)

6.52

 

3.48

 

(1.45

)

(4.41

)

0.31

 

May

 

2.83

 

3.54

 

0.65

 

(0.67

)

(1.25

)

4.48

 

June

 

2.08

 

1.68

 

(0.33

)

(0.37

)

(2.71

)

(3.80

)

July

 

(4.22

)

(5.79

)

(4.38

)

(2.50

)

(1.82

)

(1.54

)

August

 

(2.74

)

(14.94

)

(0.79

)

(0.09

)

(4.36

)

(0.05

)

September

 

1.46

 

6.46

 

(0.51

)

1.06

 

0.46

 

(3.36

)

October

 

11.77

 

9.20

 

2.69

 

1.04

 

3.41

 

5.54

 

November

 

2.35

 

0.76

 

2.25

 

5.20

 

4.47

 

(1.21

)

December

 

0.38

 

2.10

 

1.52

 

1.16

 

0.89

 

8.05

 

Compound Annual Rate of Return

 

25.39

%

3.31

%

8.18

%

(4.37

)%

4.35

%

14.47

%

 


(1) Certain funds, including funds sponsored by MLAI, 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.

 

13



 

Item 7:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

General

 

Sunrise has been the Partnership’s sole Advisor since July 1, 1998.  Sunrise is a trend-following trader, whose program does not attempt to predict price movements.  Sunrise has generally not relied on using fundamental economic supply or demand analyses nor macroeconomic assessments of the relative strengths of different national economies or economic sectors.  Instead, its program applies proprietary models to analyze past market data, and from this data attempts to determine whether market prices are trending.  As a technical trader, Sunrise bases its strategies on the theory that market prices reflect the collective judgment of numerous market participants and are, accordingly, an efficient indication of market movements.  However, there are frequent periods during which fundamental factors external to the market dominate prices.

 

If Sunrise’s models identify a trend, it signals positions, which follow the trend.  When these models identify the trend as having ended or reversed, these positions are either closed out or reversed.  Due to their trend-following character, Sunrise’s program does not predict either the commencement or the end of a price movement.  Rather, its objective is to identify a trend early enough to profit from it and detect its end or reversal in time to close out the Partnership’s positions while retaining most of the profits made from following the trend.

 

There are so many influences on the markets that the same general type of economic event may lead to a price trend in some cases but not in others.  The analysis is further complicated by the fact that the programs are designed to recognize only certain types of trends and to apply only certain criteria of when a trend has begun.  Consequently, even though significant price trends may occur, if these trends are not comprised of the type of intra-period price movements, which its program is designed to identify, Sunrise may miss the trend altogether.

 

Performance Summary

 

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

 

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

 

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

 

2008

 

 

 

Total Trading
Profit (Loss)

 

Energy

 

$

23,786,024

 

Currencies

 

18,753,664

 

Agricultural Commodities

 

610,889

 

Interest Rates

 

10,363,798

 

Stock Indices

 

19,323,290

 

Metals

 

5,452,560

 

 

 

$

78,290,225

 

 

14



 

The Partnership posted profits for the year in all sectors which include the energy, stock indices, currency, interest rates, metals and agriculture sectors.

 

The energy sector posted profits for the Partnership. Oil prices eased back from the record high hit on January 3, 2008 of more than $100 per barrel and posted moderate losses for the Partnership. Profits were posted to the Partnership in the middle of the quarter continuing to the end of the first quarter as crude oil reached an unprecedented $110 a barrel.  Profits were posted to the Partnership at the beginning of the second quarter as prices continued to move higher as worries about supply disruptions sent crude oil futures to a record of $120 a barrel. Profits continued to be posted to the Partnership in the middle of the quarter due to the long energy positions led by crude oil futures, which reached record levels above $135 a barrel as prices advanced to new historical highs. The second quarter ended with profits being posted to the Partnership as crude oil continued to make record highs, closing the month at $140 a barrel.  Losses were posted to the Partnership at the beginning of the third quarter as oil prices reached a record high of $147.90 a barrel on July 11, 2008 and then declined more than $25 on prospects of lower demand. Losses continued to be posted to the Partnership from the middle of the third quarter to the end of the quarter due to volatility in the market. Profits were posted to the Partnership throughout the fourth quarter. Trading in energies produced significant returns for the Partnership despite October being among the most volatile months in market history. As the world’s economic outlook continued to deteriorate, the energy markets moved lower and posted profits to the Partnership in November. Short positions in energies were among the most profitable for the Partnership at the end of the year. Oil prices ended the year significantly lower than the July record high price due to concerns about weak global demand.

 

The stock indices sector posted profits for the Partnership. Trading in stocks was profitable for the Partnership as global stocks experienced a steep decline and finished lower for the month of January. Profits continued to be posted to the Partnership during the middle of the first quarter. The first quarter ended with profits being generated due to the Partnership’s short positions in the Japanese Nikkei and Topix. Trading in global equities was unprofitable for the Partnership with positions in both domestic and foreign equity markets contributing to the negative performance as losses were posted to the Partnership through the second quarter. Profits were posted to the Partnership at the beginning of the third quarter in lieu of the stock market declines during the first half of July. The Program was able to quickly take profits on its short positions before the prices reversed and moved higher during the second half of July. Losses were posted to the Partnership during the middle of the quarter due to market volatility. Profits were posted to the Partnership at the end of the third quarter due to the risk exposure controls maintaining low levels of exposure in the market.  Profits were posted to the Partnership at the beginning of the fourth quarter. The Partnership was able to benefit from trading opportunities that emerged during the period of global financial crises with relatively low risk. Losses were posted to the Partnership from the middle of the quarter to the end of the fourth quarter as global markets remain very volatile.

 

The currency sector posted profits for the Partnership. The U.S. dollar weakened against the Euro and experienced volatile performance against other major currencies at the beginning of the first quarter. Profits were posted for the Partnership due to gains in the British pound positions versus the Swiss franc and the Euro. The currency sector also generated solid profits for the Partnership as the U.S. dollar continued to fall in the middle of the quarter as the U.S. dollar marked new lifetime lows against the Euro and a series of multiyear lows against other currencies, ranging form the Swiss franc to the Australian dollar. The U.S. dollar’s weakness stemmed from a number of factors, including soft U.S. economic data and prospects for more interest rate cuts. Profits continued to be posted to the Partnership as the U.S. dollar continued its decline in March, setting new lows against the Euro and the Swiss franc, and reaching its weakest level against the Japanese yen since 1995. As the U.S. economic outlook continued to deteriorate and the interest rate differential widened at the expense of the U.S. dollar, its position as a low yielding currency remained the main factor behind its declining value. Losses were posted to the Partnership at the beginning of the second quarter due to the U. S. dollar initially dropping to another record low against the Euro, only to rebound later in the month of April causing the Partnership to liquidate some of its short U.S. dollar positions. Trading in currencies produced small losses in the middle of the quarter for the Partnership as the environment turned more favorable for the U.S. dollar as the price action was mostly range bound when compared to the high volatility of previous months. The U.S. dollar’s link to oil prices was one of the factors that kept it in a relatively tight price range against other major currencies. Negative economic news was prevalent throughout the month of June, starting with an employment report in the United Sates that showed the largest month to month

 

15



 

increase in the jobless rate since February 1986. The Partnership posted profits as the second quarter ended due to profits from a stronger Swiss franc and the U.S. dollar losing value. Losses were posted to the Partnership at the beginning of the third quarter as the U. S. dollar moved up against the Partnership’s short positions. The U.S. dollar continued to gain against other major currencies especially the British pound. Although the Partnership’s long U.S. dollar positions against the British pound, the Japanese yen, and the New Zealand dollar generated profits, they were not enough to offset the losses sustained from the Partnership’s short U.S. dollar trades against the Euro, the Swiss Franc and the Australian dollar posting losses to the Partnership in the middle of the quarter. Losses were posted to the Partnership at the end of the third quarter as market volatility reached record levels. Profits were posted to the Partnership at the beginning through the middle of the fourth quarter. Trading conditions in currencies were exceptionally thin and the markets were therefore prone to volatile moves. The U.S. dollar turned weaker at the end of the year which contributed to losses being posted for the Partnership.

 

The interest rate sector posted profits to the Partnership. Unprecedented actions by the U.S. Federal Reserve appeared to be driving the markets in January. Concerns about the housing and credit markets as well as deteriorating economic fundamentals prompted the U.S. Federal Reserve to cut interest rates. The decline in U.S. interest rates was the major source of profits being posted to the Partnership at the beginning of the quarter. Both domestic and foreign interest rate markets moved in favor of the Partnership’s positions posting profits for the Partnership in the middle of the quarter.  Losses were posted to the Partnership at the end of the quarter as the markets switched direction and moved against the Partnership’s long positions. Losses were posted to the Partnership at the beginning of the second quarter. The key highlight among the numerous economic reports and developments was the U.S. Federal Open Market Committee’s rate decision to leave interest rates on hold. In reaction to news that the U.S. Federal Reserve might leave interest rates on hold for some time, a number of key markets experienced volatile price actions and reversals. Profits were posted to the Partnership in the middle of the quarter due to the Program’s positions were either liquidated (majority of domestic interest rate futures) or switched direction (short-term foreign interest rates.).  Profits continued to be posted at the end of the second quarter.  Losses were posted to the Partnership at the beginning of the third quarter as trading was negative for this sector. Futures prices in the foreign interest rate sector ended higher in the middle of the quarter, producing moderate losses for the Partnership. Market volatility reached record levels reflecting anxiety over the intensifying credit crisis in the U.S. financial market. Prospects for slower economic growth, tighter credit conditions and lower demand put pressure on both the financial and commodity markets. After the United States House of Representatives voted down a financial rescue package the markets responded negatively and tumbled, causing losses to be posted to the Partnership at the end of the third quarter. Profits were posted to the Partnership at the beginning of the fourth quarter. The interest rate market rallied in November as investors moved from falling stocks to government debt. Yields on the 2, 5, 10 and 30 U.S. bonds touched historic lows during the month. Growing demand for government securities in general was based on expectations that central banks would cut interest rates further. The year ended with the interest rate sector posting profits for the Partnership due to the U.S. Federal Reserve’s zero interest policy.

 

The metals sector posted profits to the Partnership. Gold prices rallied at the beginning of the year setting a record of $936.30 an ounce which was not enough to offset the losses posted to the Partnership early in the first quarter. The metals sector rallied in the middle of the quarter posting profits for the Partnership. Commodity prices rose to unprecedented levels during the month of March with crude oil reaching $110 a barrel and gold reaching $1,000 per ounce for the first time. There was an aggressive sell-off in the commodity complex later in March, which erased gains that were achieved earlier in the month. Gold and crude oil experienced their biggest one-day price correction in years. As a result, the Partnership’s exposure in the commodity sector was reduced considerably. Losses were posted to the Partnership at the beginning of the second quarter through the middle due to a volatile market. The second quarter ended with profits posted to the Partnership due to the long positions in copper and aluminum. Trading in metals was unprofitable for the Partnership as demand slowed around the world, prices for base metals fell which contributed to the losses posted to the Partnership throughout the third quarter.  Trading in metals produced profits being posted to the Partnership at the beginning of the fourth quarter due to the Partnership participating in many pronounced price trends. Losses were posted to the Partnership in the middle of the quarter due to the volatility in the global markets. The year ended with profits posted to the Partnership despite the most difficult trading conditions and unprecedented volatility that defined the markets for most of the year.

 

16



 

The agriculture sector posted profits to the Partnership. Profits were posted to the Partnership at the beginning through the middle of the first quarter due to a powerful rally in grains.  The end of the first quarter generated losses for the Partnership due to increased volatility and trend reversals.  Profits were posted to the Partnership at the beginning through the middle of the second quarter. However, heavy flooding in the Midwest section of the United States contributed to losses being posted to the Partnership at the end of the second quarter as the price of grains were driven up. Soybean meal traded near all time high however, these gains were offset by losses in cotton and sugar. The Partnership exited their short positions in these markets as prices bounced upward. Losses were posted to the Partnership at the beginning of the third quarter due to the volatility in the market. Profits were posted to the Partnership from the middle through the end of the third quarter as cotton was the best performing market as prices moved in favor of the Partnership’s short positions. Profits were posted to the Partnership at the beginning through the middle part of the fourth quarter in lieu of market volatility. Losses were posted to the Partnership as the year ended due to extreme volatility in the markets.

 

2007

 

 

 

Total Trading
Profit (Loss)

 

Energy

 

$

12,315,951

 

Currencies

 

7,513,761

 

Agricultural Commodities

 

3,750,546

 

Interest Rates

 

2,846,258

 

Stock Indices

 

(7,861,021

)

Metals

 

(6,673,210

)

 

 

$

11,892,285

 

 

The Partnership posted overall gains for the year with the energy, currency, agriculture, and interest rate sectors posted profits while the stock indices and metal sectors sustained losses.

 

The energy sector posted profits for the Partnership. The year began with profits posted to the Partnership due to the United States crude futures falling to a twenty month low. Declining energy prices reached profit target levels resulting in a partial liquidation of the Partnership’s short energy positions. Rising inventories and warm weather were the primary drivers of the downward move. Despite initial weakness, the oil complex moved upward beginning mid-quarter and remained volatile with crude oil reaching a two-month high when the price rose above $60.00 a barrel. This move contributed heavily to the sector losses suffered by the Partnership’s short energy positions. Crude oil initially weakened and then rallied due to uncertainty over the hostage situation between the United Kingdom and Iran. Due to the volatility of the markets trading was difficult and relatively flat throughout the second quarter. The third quarter was profitable for the Partnership due to oil prices moving to record highs. The cut in interest rates, rising energy demands and forecasts for continued declines in U.S. inventories were among the major factors behind the rally. The year ended as prices continued to move higher. Crude oil approached $100.00 per barrel after the United States crude inventories fell more than expected. News of the assassination of the former Pakistani Prime Minister also contributed to the rise.

 

The currency sector posted profits for the Partnership. There were gains at the beginning of the year due to long positions in the British pound against the Swiss franc, the Euro and the Japanese yen. The British pound continued to strengthen against most major currencies due to rising United Kingdom interest rates reaching a two year high against the Euro and an eight year high against the Japanese yen. Profits continued to be posted through the second quarter as the U. S. dollar dropped to an all time low against the Euro and hit multiyear lows against other major and minor currencies. Sentiment towards the U.S. dollar remained negative in reaction to the disappointing United States economic data. Therefore, long positions in the Euro, British pound, Australian dollar, and New Zealand dollar generated solid gains against the U.S. dollar. Volatility and uncertainty returned to the currency market at the beginning of the third quarter as declines in global equity markets prompted position liquidation in the currency

 

17



 

sector. Sunrise Expanded Diversified Program (“SEDP”) short positions in the Japanese yen suffered losses when the currency moved higher against its major counterparts. Losses continued to be posted to the Partnership during the mid third quarter in reaction to developments in the global financial system as the Japanese yen rallied while the British pound, Euro, Australian dollar and the New Zealand dollar weakened sharply as investors reduced their exposure to high yielding carry trades. As a result, SEDP liquidated a large portion of its short Japanese yen crosses and a large portion of its long positions in minor currencies. The U.S. dollar hit a series of new record lows against the Euro after the Federal Reserve cut its short-term lending rate by half point on September 18, 2007. The interest rate adjustment was a result of developments in the financial markets. It was negative for the U.S. dollar, with an outlook for less favorable interest rate differentials. Higher yielding currencies, like the Euro, Australian dollar, and the New Zealand dollar, showed gains after the Federal Reserves announcement. The trend of the lower U.S dollar and stronger commodity prices enabled SEDP to post profits for the Partnership at the end of the third quarter. The year ended with the British pound trading very close to all-time lows versus the Euro, which made SEDP’s short positions in the British pound versus the Euro the most profitable for the currency sector.

 

The agriculture sector posted profits for the Partnership. Trading in sugar was profitable at the beginning of the year as prices continued to decline. Soybeans and soybean meal futures rallied due to new contract highs on the possibility of planting and weather problems. However, the first quarter ended with losses posted to the Partnership due to weakened commodities prices causing the Partnership to exit most of SEDP’s long positions. Soybeans, wheat and cotton soared at the beginning of the second quarter due to the acreage and stock reports as well as weather forecasts. However, this could not offset the losses incurred mid through the end of the second quarter as price action in agricultural commodities remained very choppy. Wheat generated profits for the Partnership third quarter as the market climbed to an all-time high due to global production problems, a pre-existing tight inventory, and technical strength.  Grains continued to rally at the end of the third quarter mainly due to demand from the growing economies of Asia and Latin America posting profits for the Partnership. Profits continued to be posted for the Partnership as the year ended in response to a growing global demand.

 

The interest rate sector posted profits for the Partnership. Performance in the interest rate markets were mixed at the beginning of the year due to yields rising in most major markets, except Japan with moderate profits being generated in European interest rates futures. Losses were also incurred at the end of the first quarter as investors fled to safer alternatives and drove the market higher, against the Partnership’s short positions. Performance in the interest rate markets were mixed at the beginning of the second quarter due to domestic interest rate futures posting losses as the United States Federal Reserve was still on hold since last summer regarding interest rate adjustments. A number of equity markets reached new historic highs during the second quarter. In reaction to continued global expansion and strong economic growth, the European Central Bank raised interest rates to curb inflationary pressures resulting in the price of European debt instruments to move down, in favor of the SEDP’s short positions. The trends of rising stocks and interest rates switched sharply at the beginning of the third quarter forcing SEDP out of some profitable positions. The interest rate market rallied as investors moved into the traditional safety of government bonds, which generated losses for SEDP. Trading in interest rate futures also produced losses mid-quarter as investors moved from stocks to less risky government securities and pushed prices higher against the against SEDP’s short positions. These short positions were quickly liquidated and long positions were initiated for some shorter-term systems. The third quarter ended with interest rate sector posting profits to the Partnership as prices moved higher in favor of SEDP’s long positions. The interest rate sector faced a volatile market producing losses in December. Treasury prices moved lower during the first half of December 2007 and finished the year higher, ultimately supported by economic data.

 

The metals sector posted losses for the Partnership. Due to the volatility of the markets trading was difficult at the beginning of the year. There were no positions in the metal markets due to a lack of trends and/or unacceptable volatility which continued through the second quarter. Base and precious metals posted losses as prices declined across the board. Weakness in metals was a reflection of rising inventories which triggered heavy position liquidation resulting in losses being posted to the Partnership.  Profits were posted to the Partnership at the beginning of the third quarter in spite of the volatile markets and a difficult trading environment. Global growth remained strong as demand for commodities that are priced in dollars grew as gold prices moved higher posting solid profits. Gold extended its upward trend and traded above $800.00 an ounce in at the beginning of the fourth quarter. The upward trend in gold continued at the end of the year as strong demand helped drive prices higher. Industrial metals moved in favor of SEDP’s short positions which generated profits for the Partnership as the year ended.

 

18



 

Stock indices posted losses for the Partnership. Equity markets performed well at beginning of the year due to soft inflation and solid economic growth creating a positive environment for equities as long trades in both domestic and foreign stock indices recorded profits. However, mid-quarter generated losses due to most major stock indices had been at their long-term high and the Partnership had to liquidate a small portion of its long position on profit targets and continued to decline to the end of the first quarter. The beginning of the second quarter trading was profitable in the global stock market indices as favorable reports on economic growth abroad and corporate profits helped drive stock markets into record territory. The market experienced sharp up and down moves as the second quarter ended producing losses for the Partnership that were offset by gains from foreign stock index futures. The steepest losses were recorded at the beginning of the third quarter in global stock indices as stock prices fell sharply just days after setting record highs. Various pieces of unfavorable economic news sent the stock market down: concerns about the state of the U.S. credit and housing markets, corporate borrowing and mixed corporate results. Losses continued to be posted to the Partnership through the end of the third quarter due to dramatic price reversals as well as major position adjustments in the financial sector around the world. Developments in the credit markets and worries about the financial system negatively impacted the stock market and the Partnership recorded losses as the market suffered a major price correction as the year ended.

 

2006

 

 

 

Total Trading
Profit (Loss)

 

Energy

 

$

470,071

 

Currencies

 

5,369,824

 

Agricultural Commodities

 

(1,879,496

)

Interest Rates

 

6,848,350

 

Stock Indices

 

8,321,295

 

Metals

 

13,145,842

 

 

 

$

32,275,886

 

 

The Partnership’s performance was an overall gain in 2006 with metals, stock indices, interest rates, currencies and energy posting gains while agriculture posted losses.

 

The metals sector produced gains for the Partnership. The year began with both precious and base metals continuing to be supported by strong supply-demand fundamentals. Concerns about the mining industry’s ability to meet growing demand, coupled with inflation and geopolitical concerns continued to drive prices higher. Gold, which is considered an indicator of inflation, rose to a 25-year high. Silver, which followed other precious and industrial metals, was trading at historically high levels, hitting a 22-year high. Growing demand for industrial metals in Asian economies seemed to be the main source of price support for the entire metals sector.  During the second quarter, the metals complex rallied to historically high levels, supported by a strong demand and tight global supplies. The rally attracted more speculative commodity interest, which further intensified the buying momentum. Trading was difficult throughout the third quarter due to the volatility of the markets. The year ended with the metals sector maintaining the profits it gained throughout the year.

 

The stock indices sector produced gains for the Partnership. Stock indices were profitable through the whole first quarter. During the second quarter, prices fell in May 2006 reflecting fears that inflation and rising interest rates might hurt corporate profits. Late in the quarter, prices moved higher after the U.S. Federal Reserve’s quarter-point rate hike. The stock market reacted to the statement that accompanied the U.S. Federal Reserve’s decision as the Federal Reserve toned down its warning about further rate increases. During the third quarter, the DAX, Germany’s benchmark stock index, was near a three-year high and the Nikkei 225 Stock Index reached a new four-year high. The year ended with several European and Japanese, as well as some domestic stock markets rising to new record highs.

 

The interest rates sector produced gains for the Partnership. The year started with year strong economic growth in the U.S. and abroad prompting central banks to raise interest rates.  The purpose of the economic tightening policy is to control the inflationary trend that tends to accompany economic growth. Mid-year global bond prices declined

 

19



 

in anticipation of further interest rate increases. Strong economic data and growing inflation worries pushed yields to multi-year highs. Uncertainty about the U.S. Federal Reserve’s position on interest rate increases contributed towards keeping the markets volatile and choppy. A quarter-point interest rate hike at the end of June brought the short-term interest rates to 5.25 %. During the third quarter, the U.S. Federal Reserve decided not to increase interest rates for the first time in two years. The year ended with inflation fears decreasing and short term interest rates remaining unchanged for the third consecutive month with the market remained range bound.

 

The currency sector produced gains for the Partnership. The beginning of year was characterized by choppy, non-directional patterns making it difficult to identify trends. The U.S. dollar weakened against other major currencies. Mid-year the U.S. dollar came under pressure from several fronts and moved lower against other major currencies. Comments from the group of seven industrialized nations that addressed global imbalances and called for more currency flexibility caused the U.S. dollar to fall.  The U.S. dollar weakened further when the U.S. Federal Reserve signaled it might pause in its interest tightening cycle. The British pound outperformed the other major currencies and became the largest contributor to the Partnership’s positive performance.  The U.S. dollar advanced against most major and minor currencies, due largely to speculation over interest rates.  Another factor in the U.S. dollar’s rise was weakness in its counterparts, especially the Japanese yen, the New Zealand dollar and the African rand. At the beginning of the third quarter, there were no gains due to concerns about lower growth and higher inflation. The U.S. currency reversed direction in reaction to soft economic data and declined against most major currencies. The British pound was under pressure at the end of the quarter in reaction to unfavorable economic reports. At the beginning of the fourth quarter, the U.S. dollar moved in relatively narrow ranges; it rose against other major currencies in early October 2006 only to reverse course and weaken in the second half of the month. Mid quarter, the British pound took center stage, rising to a 14-year high versus the U.S. dollar and generated significant profits for the Partnership’s long positions. The year ended with the U.S dollar higher against most major currencies.

 

The energy sector produced gains for the Partnership. At the beginning of the year, the energy sector posted a small profit for the Partnership. Mid-year crude oil prices moved up and reached an exchange-record level of $75.35 per barrel as concerns about tight summer gasoline supplies and tensions over Iran’s nuclear program remained high. During the third quarter, crude oil prices topped at $79 a barrel as a result of the current conflict in the Middle East and concern that conflict might spread to other countries, including the threat to oil exports from the Persian Gulf. Crude oil prices fell below $60 a barrel at the end of the quarter down 21% from its high at the beginning of the quarter. The factors behind the dramatic price decline included growing inventories and a slowdown in global economic growth. The year ended as energy prices weakened in reaction to unseasonably warm weather in the Northeastern U.S. and rising inventories of gasoline and other products. Falling oil prices triggered several profit-taking signals for the Partnership.

 

The agriculture sector produced losses for the Partnership. The beginning of the year saw sugar as the main single market contributor to positive returns reaching the highest price level since 1995. Mid-year favorable weather forecasts for the Midwest put pressure on grain futures and caused the Partnership to liquidate long corn and wheat positions. The third quarter ended with the sector posting losses due to increased volatility. The year ended with corn prices rising to new highs on expectations of strong ethanol demand and wheat prices moving higher due to reports of tight supplies.

 

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.

 

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

 

20



 

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) are the Profit Shares payable to the Advisor 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.

 

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

 

(The Partnership has no applicable off-balance sheet arrangements and tabular disclosure or contractual obligations of the type described in Items 3.03(a)(4) and 3.03(a)(5) of Regulation S-K)

 

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.  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.

 

21



 

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 form civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27Aof the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

 

The Partnership’s risk exposure in the various market sectors traded by the Advisor is quantified below in terms of Value at Risk.  Due to the Partnership’s mark-to-market 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.

 

22



 

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 2008, 2007 and 2006. During the fiscal year 2008, the Partnership’s average capitalization was $224,567,351. During the fiscal year 2007, the Partnership’s average capitalization was $288,689,351. During the fiscal year 2006, the Partnership’s average capitalization was $354,244,209.

 

December 31, 2008

 

Market Sector

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
At Risk

 

Lowest Value
At Risk

 

 

 

 

 

 

 

 

 

 

 

Currencies

 

$

1,720,373

 

0.77

%

$

7,650,023

 

$

77,773

 

Metals

 

507,761

 

0.23

%

3,195,563

 

30,914

 

Stock Indices

 

1,056,921

 

0.47

%

4,437,960

 

 

Interest Rates

 

10,969,318

 

4.88

%

21,989,395

 

2,371,171

 

Energy

 

510,246

 

0.23

%

2,290,531

 

 

Agricultural Commodities

 

476,983

 

0.21

%

3,602,638

 

23,638

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

15,241,602

 

6.79

%

$

43,166,110

 

$

2,503,496

 

 

December 31, 2007

 

Market Sector

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
At Risk

 

Lowest Value
At Risk

 

 

 

 

 

 

 

 

 

 

 

Currencies

 

$

6,528,563

 

2.26

%

$

78,342,752

 

$

1,273,153

 

Metals

 

965,803

 

0.33

%

11,589,631

 

-

 

Stock Indices

 

3,084,338

 

1.07

%

37,012,055

 

520,573

 

Interest Rates

 

22,335,459

 

7.74

%

268,025,512

 

3,455,553

 

Energy

 

1,452,389

 

0.50

%

17,428,673

 

 

Agricultural Commodities

 

720,811

 

0.25

%

8,649,733

 

27,165

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

35,087,363

 

12.15

%

$

421,048,357

 

$

5,276,444

 

 

December 31, 2006

 

Market Sector

 

Average
Value at Risk

 

% of Average
Capitalization

 

Highest Value
At Risk

 

Lowest Value
At Risk

 

 

 

 

 

 

 

 

 

 

 

Currencies

 

$

1,887,758

 

0.53

%

$

6,222,410

 

$

197,905

 

Metals

 

183,195

 

0.05

%

458,773

 

 

Stock Indices

 

1,534,109

 

0.43

%

5,526,258

 

 

Interest Rates

 

26,922,172

 

7.60

%

33,894,080

 

13,349,857

 

Energy

 

589,740

 

0.17

%

2,618,734

 

 

Agricultural Commodities

 

218,024

 

0.06

%

1,475,549

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

$

31,334,998

 

8.85

%

$

50,195,804

 

$

13,547,762

 

 

23



 

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

 

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

 

Non-Trading Risk

 

Foreign Currency Balances; Cash on Deposit with MLPF&S

 

The Partnership has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial.

 

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

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

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

 

The following were the primary trading risk exposures of the Partnership as of December 31, 2008, by market sector.

 

Interest Rates.

Interest rate risk is the principal market exposure of the Partnership.  Interest rate movements directly affect the price of derivative sovereign bond positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries.  However, the Partnership also takes positions in the government debt of smaller nations e.g., Australia. The Partnership anticipates that G-7 interest rates will remain the primary market exposure of the Partnership for the foreseeable future.

 

Currencies.

The Partnership trades in a number of currencies. However, the Partnership’s major exposures have typically been in the U.S. dollar/Japanese yen, U.S. dollar/Euro, U.S dollar/Australian dollar and U.S. dollar/Swiss franc positions. The Partnership does not anticipate that the risk profile of the Partnership’s currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk of maintaining Value at Risk in a functional currency other than U.S. dollars.

 

24



 

Stock Indices.

The Partnership’s primary equity exposure is to S&P 500, Nikkei and German DAX equity index price movements. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Asian indices.

 

Metals.

The Partnership’s metals market exposure is to fluctuations in both the price of precious and non-precious metals.

 

Agricultural Commodities

The Partnership’s primary agricultural commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Soybeans, grains, cotton and sugar accounted for the substantial bulk of the Partnership’s agricultural commodities exposure as of December 31, 2007. However, it is anticipated that Sunrise will maintain an emphasis on cotton, grains and sugar, in which the Partnership has historically taken its largest positions.

 

Energy.

The Partnership’s primary energy market exposure is to natural gas and crude oil price movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

 

Qualitative Disclosures Regarding Non-Trading Risk Exposure

 

The following were the only non-trading risk exposures of the Partnership as of December 31, 2008.

 

Foreign Currency Balances.

The Partnership’s primary foreign currency balances are in Japanese yen, AUD, CHF and Euros.

 

U.S. Dollar Cash Balance.

The Partnership holds U.S. dollars only in cash at MLPF&S. The Partnership has immaterial cash flow interest rate risk on its cash on deposit with MLPF&S in that declining interest rates would cause the income from such cash to decline.

 

Qualitative Disclosures Regarding Means of Managing Risk Exposure

 

Trading Risk

 

MLAI has procedures in place intended to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of the Advisor, calculating the Net Asset Value of the Partnership account managed by the Advisor as of the close of business on each day and reviewing outstanding positions for over-concentrations. While MLAI does not itself intervene in the markets to hedge or diversify the Partnership’s market exposure, MLAI may urge the Advisor to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual. Sunrise applies its own risk management policies to its trading.

 

Sunrise Risk Management

 

Sunrise attempts to control risk through the utilization of proprietary risk management techniques, which are applied at all stages of the trading process. These techniques are designed to control all aspects of portfolio, market, and execution risk, with the stated goal of maintaining Sunrise’s historical rates of returns without increased volatility.

 

The basis for Sunrise’s risk management system is its scientific approach and historical research. This process attempts to measure the correlation and performance characteristics associated with various weightings assigned to different markets and sectors. Sunrise allocates equity risk to each market and market sector in an effort to minimize the possibility that any one market or sector has a disproportionate influence on the portfolio. Overall, portfolio exposure, drawdown and recovery periods are carefully studied.

 

25



 

Sunrise uses filters that attempt to avoid taking trades with poor risk/reward characteristics. In addition, once a trade is taken, an array of exit strategies are employed that attempt to protect open profits while exiting positions that fail to trend in the expected direction. Initial money stops are strictly followed and factors that would make it difficult to execute trades, such as reduced liquidity or extreme market developments, are also incorporated in the trading decision and risk management processes.

 

Other risk factors such as foreign currency risk when trading in non-U.S. markets, custodian risk, and counterparty risk when trading in the over-the counter markets are taken into account and play an important part of Sunrise’s overall risk management process. Sunrise uses only counterparties and brokers to execute trades that it and the market generally perceive as creditworthy. The majority of trades are done with institutions with which Sunrise has long-term relationships.

 

Non-Trading Risk

 

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

 

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

 

Item 8: Financial Statements and Supplementary Data

 

Net Income by Quarter

Eight Quarters through December 31, 2008

 

 

 

Fourth
Quarter
2008

 

Third
Quarter
2008

 

Second
Quarter
2008

 

First
Quarter
2008

 

Fourth
Quarter
2007

 

Third
Quarter
2007

 

Second
Quarter
2007

 

First
Quarter
2007

 

Total Income (Loss)

 

$

42,882,026

 

$

(13,099,118

)

$

11,510,363

 

$

40,582,890

 

$

34,530,537

 

$

(48,718,656

)

$

46,724,564

 

$

(7,396,010

)

Total Expenses

 

12,549,373

 

(483,240

)

5,460,868

 

12,197,531

 

4,217,901

 

(1,394,041

)

10,435,600

 

4,756,803

 

Net Income (Loss)

 

$

30,332,653

 

$

(12,615,878

)

$

6,049,495

 

$

28,385,359

 

$

30,312,636

 

$

(47,324,615

)

$

36,288,964

 

$

(12,152,813

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average units

 

725,016

 

780,054

 

829,950

 

890,742

 

1,045,515

 

1,211,846

 

1,274,203

 

1,327,037

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) per weighted average Unit

 

$

41.84

 

$

(16.17

)

$

7.29

 

$

31.87

 

$

28.99

 

$

(39.05

)

$

28.48

 

$

(9.16

)

 

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

 

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

 

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

 

There were no changes in or disagreements with the independent registered public accounting firm on accounting and financial disclosure.

 

26



 

Item 9A(T): Controls and Procedures

 

MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Partnership, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of and for the year which ended December 31, 2008, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Partnership’s internal controls over financial reporting which materially affect such internal control.

 

Changes in Internal Control over Financial Reporting

 

No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act ) occurred during the year ended December 31, 2008 that has materially affected, or is reasonable likely to materially affect, the Fund’s internal control, over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting:

 

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Fund’s internal control over financial reporting is a process designed under the supervision of MLAI’s Chief Executive Officer and the Chief Financial Officer, on behalf of the Partnership and is effected by management, other personnel and service providers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and included those policy and procedures that:

 

·                                          Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership.

 

·                                          Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that  receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the Partnership; and

 

·                                          Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting can  provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as December 31, 2008.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework”.

 

Based on its assessment the Partnership’s management concluded that at December 31, 2008, the Partnership’s internal control over financial report was effective.

 

This annual report does not include an attestation report of the Fund’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Fund’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Fund to provide only management’s report for this annual report.

 

27



 

Item 9B:  Other Information

 

  Not Applicable

 

PART III

 

Item 10: Directors, Executive Officers and Corporate Governance

 

 10(a) and 10(b)     Identification of Directors and Executive Officers:

 

As a limited partnership, the Partnership has no officers or directors and is managed by MLAI. Trading decisions are made by Sunrise on behalf of the Partnership.

 

The managers and executive officers of MLAI and their respective business backgrounds are as follows:

 

Paul Morton

Chief Executive Officer, President and Manager

 

 

Barbra E. Kocsis

Chief Financial Officer

 

 

Thomas W. Lee

Vice President and Manager

 

 

Justin C. Ferri

Vice President and Manager

 

Paul Morton is the Chief Executive Officer, President, and Manager of MLAI. He also serves as the Chief Executive Officer for the Global Investment and Insurance Solutions (GIIS) group for Merrill Lynch.  As Chief Executive Officer of GIIS, Mr. Morton leads the market investments business within the group, which includes secondary equity, debt, listed options, futures and FX for Merrill Lynch’s Global Wealth Management division.  Prior to serving as Chief Executive Officer of GIIS, Mr. Morton worked in the equity and debt trading management of Merrill Lynch. Prior to joining Merrill Lynch in 1996, Mr. Morton worked in the equity derivatives at Paine Webber.  From 1988-1993, Mr. Morton served as an officer in the US Army for five years.  Mr. Morton holds a BS (Aerospace Engineering) from the United States Military Academy at West Point (1988) and a MBA (Finance) from the Wharton School at the University of Pennsylvania (1995).

 

Barbra E. Kocsis is the Chief Financial Officer of MLAI. She is also a Director within the Merrill Lynch Global Private Client Global Infrastructure Solutions group. Prior to that, she was the Fund Controller of MLAI. Before coming to MLAI, Ms. Kocsis held various accounting and tax positions at Derivatives Portfolio Management LLC from May 1992 until May 1999, at which time she held the position of accounting director. Prior to that, she was an associate at Coopers & Lybrand in both the audit and tax practices. She graduated cum laude from Monmouth College in 1988 with a Bachelor of Science in Business Administration — Accounting.

 

Thomas W. Lee is Vice President and Manager of MLAI. He is also a Managing Director in Merrill Lynch’s Market Investments and Origination Group, responsible for Global Private Client’s equity and debt new issue businesses, and is a Vice President and Manager of MLAI, and his registration as a principal of MLAI is pending with NFA.  Prior to joining Merrill Lynch in 1998, Mr. Lee was a corporate securities attorney at the law firm of Brown & Wood.  Mr. Lee received his J.D. from Emory University School of Law and a B.S. from Cornell University.

 

Justin C. Ferri is Vice President and Manager of MLAI. He is also a Managing Director within the

 

28



 

MLPF&S Structured and Alternative Solutions (SAS) group and is a Vice President of IQ Investment Advisors LLC.  Prior to his role in SAS, Mr. Ferri was a Director in the MLPF&S Global Private Client Market Investments & Origination group, and before that, he served as a Vice President and Head of Global Private Client Rampart Equity Derivatives group.  Prior to joining Merrill Lynch in 2002, Mr. Ferri was a Vice President within the Quantitative Development group of MPower Advisors LLC from 1999 to 2002. He graduated with a Bachelor of Arts Degree from Loyola College in Baltimore, Maryland.

 

As of December 31, 2008, the principals of MLAI had no investment in the Partnership, and MLAI’s general partner interest in the Partnership was valued at $4,367,587.

 

MLAI acts as the sponsor, general partner or manager to seven public futures funds whose units of limited partner or member interests are registered under the Securities Exchange Act of 1934: ML Aspect Futures Access LLC, ML Select Futures I L.P., ML Systematic Momentum FuturesAccess LLC, Systematic Momentum II LLC, ML Transtrend DTP Enhanced FuturesAccess LLC, ML Trend-Following Futures Fund L.P, and ML Winton FuturesAccess LLC. Because MLAI serves as the sole sponsor, general partner or manager of each of these funds, the officers and managers of MLAI effectively manage them as officers and directors of such funds.

 

(c)                                  Identification of Certain Significant Employees:

 

None.

 

(d)                                 Family Relationships:

 

None.

 

(e)                                  Business Experience:

 

See Item 10(a) and (b) above.

 

(f)                                    Involvement in Certain Legal Proceedings:

 

None.

 

(g)                                 Promoters and Control Persons:

 

Not applicable.

 

Section 16(a) Beneficial Ownership Reporting Compliance:

 

Not applicable.

 

Section 16(a) Beneficial Ownership Reporting Compliance:

 

Not applicable.

 

Code of Ethics:

 

MLAI and Merrill Lynch have adopted a code of ethics which applies to the Partnership’s (MLAI’s) principal executive officer and principal financial officer or persons performing similar functions on behalf of the Partnership.  A copy of the code of ethics is available to any person, without charge, upon request by calling 1-866-MER-ALTS.

 

29



 

Nominating Committee:

 

Not applicable. (Neither the Partnership nor MLAI has nominating committee.)

 

Audit Committee: Audit Committee Financial Expert:

 

Not applicable. (Neither the Partnership nor MLAI has an audit committee.  There are no listed shares of the Partnership or MLAI.)

 

Item 11: Executive Compensation

 

The managers and officers of MLAI are remunerated by MLAI in their respective positions. The Partnership does not have any officers, managers or employees.  The Partnership pays Brokerage Commissions to an affiliate of MLAI and Administrative Fees to MLAI.  MLAI or its affiliates may also receive certain economic benefits from possession of the Partnership’s U.S. dollar assets.  The managers and officers receive no “other compensation” from the Partnership, and the managers receive no compensation for serving as managers of MLAI.  There are no compensation plans or arrangements relating to a change in control of either the Partnership or MLAI.

 

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

(a)                                  Security Ownership of Certain Beneficial Owners:

 

Not applicable (The Units are non-voting limited partnership interests.  The Partnership is managed by MLAI, its general partner).

 

(b)                                 Security Ownership of Management:

 

As of December 31, 2008, MLAI owned 13,916 Unit-equivalent general partnership interests, which constituted 2.03% of the total Units outstanding, the principals of MLAI did not own any Units, and the Advisor did not own any Units.

 

(c)                                  Changes in Control:

 

None.

 

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

 

Not applicable.

 

Item 13: Certain Relationships and Related Transactions and Director Independence

 

(a)                                  Transactions between Merrill Lynch and the Partnership

 

Some of the service providers to the Fund are affiliates of Merrill Lynch. However, none of the fees paid by the Fund to such Merrill Lynch affiliates were negotiated and such fees charged to the Fund might be higher than would have been obtained in arms-length negotiations.

 

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

 

30



 

 

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

 

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

 

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

 

(b)                                 Certain Business Relationships:

 

MLPF&S, an affiliate of MLAI, acts as the principal commodity broker for the Partnership.

 

In 2008, the Partnership expensed:  (i) Brokerage Commissions of $13,184,374 to MLPF&S, which included $2,377,600 in consulting fees earned by Sunrise; and (ii) Administrative Fees of $599,290 to MLAI. In addition, MLAI and its affiliates may have derived certain economic benefits from possession of a portion of the Partnership’s assets, as well as from foreign exchange and EFP trading.

 

See Item 1(c), “Narrative Description of Business — Charges” and “— Description of Current Charges” for a discussion of other business dealings between MLAI affiliates and the Partnership.

 

(c)                                  Indebtedness of Management:

 

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

 

(d)                                 Transactions with Promoters:

 

Not applicable.

 

(e)                                  Director Independence

 

No person who served as a manager of MLAI during 2008 would be considered an independent (based on the definition of an independent director under the NASDAQ rules).

 

Item 14: Principal Accountant Fees and Services

 

(a)                                  Audit Fees

 

Aggregate fees billed for professional services rendered by Deloitte & Touche LLP in connection with the audit of the Partnership’s financial statements as of and for the years ended December 31, 2008 and 2007 were $48,000 for both years.

 

(b)                                 Audit-Related Fees

 

There were no other audit-related fees billed for the years ended December 31, 2008 or 2007 related to the Partnership.

 

(c)                                  Tax Fees

 

Aggregate fees billed for professional services rendered by Deloitte Tax LLP in connection with the tax compliance, advice and preparation of the Partnership’s tax returns for the years ended December 31, 2008 and 2007 were $72,000 for both years.

 

31



 

(d)                                 All Other Fees

 

No fees were paid to Deloitte & Touche LLP nor Deloitte Tax LLP during the years ended December 31, 2008 or 2007 for any other professional services in relation to the Partnership.

 

Neither the Partnership nor MLAI has an audit committee to pre-approve principal accountant fees and services.  In lieu of an audit committee, the managers and the principal financial officer pre-approve all billings prior to the commencement of services.

 

32



 

PART IV

 

Item 15: Exhibits and Financial Statement Schedules

 

 

 

Page:

1.

Financial Statements (found in Exhibit 13.01):

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

 

 

Statements of Financial Condition as of December 31, 2008 and 2007

2

 

 

 

 

For the years ended December 31, 2008, 2007 and 2006:

 

 

Statements of Operations

3

 

Statements of Changes in Partners’ Capital

4

 

 

 

 

Financial Data Highlights for the years ended December 31, 2008, 2007 and 2006

5

 

 

 

 

Notes to Financial Statements

6

 

2.                                       Financial Statement Schedules:

 

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

 

3.                                       Exhibits:

 

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

 

Designation

 

Description

 

 

 

3.01

 

Amended and Restated Certificate of Limited Partnership of the Registrant.

 

 

 

Exhibit 3.01:

 

Is incorporated herein by reference from Exhibit 3.01 contained in Amendment No. 1 to the Registration Statement (File No. 000-50269) filed on April 30, 2003, on Form 10 under the Securities Act of 1933 (the “Registrant’s Registration Statement”).

 

 

 

3.02

 

ML Select Futures I L.P. Eleventh Amendment and Restated Limited Partnership Agreement.

 

 

 

Exhibit 3.02

 

Is incorporated by reference from Exhibit 3.02(a) contained in the Registration Statement on Form 10 (File No. 000-50269) under the Securities Exchange Act of 1934, filed on October 11, 2007.

 

 

 

10.01

 

Subscription Agreement

 

 

 

Exhibit 10.01:

 

Is incorporated by reference from Exhibit 10.01 contained in Amendment No. 2 to the Registrant’s Registration Statement

 

 

 

10.03

 

Customer Agreement between ML Select Futures I L.P. and Merrill Lynch Futures Inc.

 

 

 

Exhibit 10.03:

 

Is incorporated hereby by reference from Exhibit 10.03 contained in the Registrant’s Registration Statement.

 

33



 

10.04

 

Consulting Agreement between Merrill Lynch Futures Inc. and Sunrise Capital Partners, LLC.

 

 

 

Exhibit 10.04:

 

Is incorporated hereby by reference from Exhibit 10.04 contained in the Registrant’s Registration Statement.

 

 

 

10.05

 

Selling Agreement among ML Select Futures I L.P. Merrill Lynch Investment Partners Inc., Merrill Lynch Futures Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sunrise Capital Partners.

 

 

 

Exhibit 10.05:

 

Is incorporated hereby by reference from Exhibit 10.05 contained in the Registrant’s Registration Statement.

 

 

 

13.01

 

2008 Annual Report and Report of Independent Registered Public Accounting Firm.

 

 

 

Exhibit 13.01:

 

Is filed herewith.

 

 

 

31.01 and 31.02

 

Rule 13a-14(a)/15d-14(a) Certifications

 

 

 

Exhibit 31.01 and 31.02:

 

Are filed herewith.

 

 

 

32.01 and 32.02

 

Section 1350 Certifications

 

 

 

Exhibit 32.01 and 32.02:

 

Are filed herewith.

 

34



 

SIGNATURES

 

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

 

ML SELECT FUTURES I L.P.

 

 

 

By: MERRILL LYNCH ALTERNATIVE INVESTMENTS GENERAL PARTNER

 

 

By:

/s/Paul Morton

 

Paul Morton

 

Chief Executive Officer, President and Manager

 

(Principal Executive Officer)

 

 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed on March 31, 2009 by the following persons on behalf of the Registrant and in the capacities indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Paul Morton

 

Chief Executive Officer, President and Manager

 

March 31, 2009

Paul Morton

 

 

 

 

 

 

 

 

 

/s/ Barbra E. Kocsis

 

Chief Financial Officer

 

March 31, 2009

Barbra E. Kocsis

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Thomas W. Lee

 

Vice President and Manager

 

March 31, 2009

Thomas W. Lee

 

 

 

 

 

 

 

 

 

/s/Justin C. Ferri

 

Vice President and Manager

 

March 31, 2009

Justin C. Ferri

 

 

 

 

 

 

(Being the principal executive officer, the principal financial and accounting officer and a majority of the managers of Merrill Lynch Alternative Investments LLC)

 

35



 

ML SELECT FUTURES LIMITED PARTNERSHIP

 

2008 FORM 10-K

 

INDEX TO EXHIBITS

 

Exhibit

 

Exhibit 13.01

 

2008 Annual Report and Report of Independent Registered Public Accounting Firm

 

 

 

Exhibit 31.01 and 31.02

 

Rule 13a - 14(a) / 15d - 14(a) Certifications

 

 

 

Exhibit 32.01 and 32.02

 

Sections 1350 Certifications

 

36


EX-13.01 2 a09-5780_4ex13d01.htm EX-13.01

Exhibit 13.01

 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

Financial Statements for the years ended
December 31, 2008, 2007 and 2006
and Report of Independent Registered Public
Accounting Firm

 

 



 

ML Select Futures I L.P.

(A Delaware Limited Partnership)

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Financial Condition as of December 31, 2008 and 2007

2

 

 

Statements of Operations for the years ended December 31, 2008, 2007 and 2006

3

 

 

Statements of Changes in Partners’ Capital for the years ended December 31, 2008, 2007 and 2006

4

 

 

Financial Data Highlights for the years ended December 31, 2008, 2007 and 2006

5

 

 

Notes to Financial Statements

6

 



 

GRAPHIC

 

Deloitte & Touche LLP

 

Two World Financial Center

 

New York, NY 10281-1414

 

USA

 

 

 

Tel: +1 212 436 2000

 

www.deloitte.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners of

ML Select Futures I L.P.:

 

We have audited the accompanying statements of financial condition of ML Select Futures I L.P. (the “Fund”), as of December 31, 2008 and 2007, and the related statements of operations, changes in partners’ capital, and the financial data highlights for each of the three years in the period ended December 31, 2008. These financial statements and financial data highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial data highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial data highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial data highlights referred to above present fairly, in all material respects, the financial position of ML Select Futures I L.P. as of December 31, 2008 and 2007, the results of its operations, changes in its partners’ capital, and the financial data highlights for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

 

 

March 30, 2009

 

 

A member firm of

 

Deloitte Touche Tohmatsu

 



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 2008 AND 2007

 

 

 

2008

 

2007

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Equity in commodity futures trading accounts:

 

 

 

 

 

Cash (includes restricted cash of $3,079,224 for 2008 and $26,426,863 for 2007)

 

$

230,516,339

 

$

230,559,475

 

Net unrealized profit on open contracts

 

4,496,162

 

7,570,860

 

Accrued interest

 

9,572

 

625,818

 

Due from MLAI

 

 

17,001

 

Filing fees receivable

 

110,738

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

235,132,811

 

$

238,773,154

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Brokerage commissions payable

 

$

1,077,487

 

$

1,093,977

 

Profit Shares payable

 

13,744,964

 

538,379

 

Administrative and filing fees payable

 

48,977

 

70,559

 

Redemptions payable

 

4,704,396

 

11,315,876

 

Due to Affiliate

 

2,293

 

 

Total liabilities

 

19,578,117

 

13,018,791

 

 

 

 

 

 

 

PARTNERS’ CAPITAL:

 

 

 

 

 

 

 

 

 

 

 

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

 

4,367,587

 

3,483,352

 

Limited Partners (672,247 Units and 887,137 Units)

 

211,187,107

 

222,271,011

 

 

 

 

 

 

 

Total partners’ capital

 

215,554,694

 

225,754,363

 

 

 

 

 

 

 

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

 

$

235,132,811

 

$

238,773,154

 

 

 

 

 

 

 

NET ASSET VALUE PER UNIT

 

 

 

 

 

(Based on 686,163 and 901,053 Units outstanding; unlimited Units authorized)

 

$

314.1450

 

$

250.5500

 

 

See notes to financial statements.

 

 

 

 

 

 

2



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

 

 

 

2008

 

2007

 

2006

 

TRADING PROFIT (LOSS):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized

 

$

81,364,923

 

$

13,343,726

 

$

37,752,945

 

Change in unrealized

 

(3,074,698

)

(1,451,441

)

(5,477,059

)

 

 

 

 

 

 

 

 

Total trading profit (loss)

 

78,290,225

 

11,892,285

 

32,275,886

 

 

 

 

 

 

 

 

 

INVESTMENT INCOME:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

3,585,936

 

13,248,150

 

17,187,972

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brokerage commissions

 

13,184,374

 

16,351,736

 

19,872,678

 

Profit Shares

 

15,939,202

 

671,266

 

49,055

 

Administrative and filing fees

 

600,956

 

993,261

 

1,153,304

 

 

 

 

 

 

 

 

 

Total expenses

 

29,724,532

 

18,016,263

 

21,075,037

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME (LOSS)

 

(26,138,596

)

(4,768,113

)

(3,887,065

)

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

52,151,629

 

$

7,124,172

 

$

28,388,821

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) PER UNIT:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of General Partner and Limited Partner Units outstanding

 

806,441

 

1,214,651

 

1,537,973

 

 

 

 

 

 

 

 

 

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

 

$

64.67

 

$

5.87

 

$

18.46

 

 

See notes to financial statements.

 

3



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

 

 

 

Units

 

General
Partner

 

Limited
Partners

 

Total

 

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2005

 

1,770,230

 

$

5,928,997

 

$

390,900,141

 

$

396,829,138

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

21,575

 

 

5,048,863

 

5,048,863

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

302,107

 

28,086,714

 

28,388,821

 

 

 

 

 

 

 

 

 

 

 

Redemptions

 

(446,808

)

(2,623,711

)

(101,470,541

)

(104,094,252

)

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2006

 

1,344,997

 

3,607,393

 

322,565,177

 

326,172,570

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

9,109

 

 

2,223,503

 

2,223,503

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

109,956

 

7,014,216

 

7,124,172

 

 

 

 

 

 

 

 

 

 

 

Redemptions

 

(453,053

)

(233,997

)

(109,531,885

)

(109,765,882

)

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2007

 

901,053

 

3,483,352

 

222,271,011

 

225,754,363

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

18,634

 

 

5,149,267

 

5,149,267

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

884,235

 

51,267,394

 

52,151,629

 

 

 

 

 

 

 

 

 

 

 

Redemptions

 

(233,524

)

 

(67,500,565

)

(67,500,565

)

 

 

 

 

 

 

 

 

 

 

PARTNERS’ CAPITAL, DECEMBER 31, 2008

 

686,163

 

$

4,367,587

 

$

211,187,107

 

$

215,554,694

 

 

See notes to financial statements.

 

4



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

FINANCIAL DATA HIGHLIGHTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 and 2006

 

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

 

 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

 

Per Unit Operating Performance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$

250.55

 

$

242.51

 

$

224.17

 

 

 

 

 

 

 

 

 

Realized trading profit (loss)

 

101.68

 

15.47

 

24.28

 

Change in unrealized

 

(5.79

)

(3.46

)

(3.48

)

Interest income

 

4.31

 

10.77

 

11.23

 

Expenses (1)

 

(36.60

)

(14.74

)

(13.69

)

 

 

 

 

 

 

 

 

Net asset value, end of year

 

$

314.15

 

$

250.55

 

$

242.51

 

 

 

 

 

 

 

 

 

Total Return:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return (2)

 

25.38

%

3.31

%

8.18

%

 

 

 

 

 

 

 

 

Ratios to Average Partners' Capital (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses (2)

 

13.22

%

6.24

%

5.95

%

Net investment loss

 

-11.62

%

-1.65

%

-1.10

%

 


(1) Includes the impact of brokerage commission expenses.

(2) Includes the impact of Performance fees of -7.20%, -0.33% and -0.01%, respectively.

 

See notes to financial statements.

 

5



 

ML SELECT FUTURES I L.P.

(A Delaware Limited Partnership)

 

NOTES TO FINANCIAL STATEMENTS

 

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

ML Select Futures I L.P. (the “Partnership”) was organized under the Delaware Revised Uniform Partnership Act in August 1995 and commenced trading activities on April 16, 1996. The Partnership issues new units of limited partner interest (“Units”) at Net Asset Value as of the beginning of each calendar month. The Partnership engages in the speculative trading of futures, options on futures and forward contracts on a wide range of commodities. Sunrise Capital Partners, LLC (“Sunrise”) is the trading advisor of the Partnership. Merrill Lynch Alternative Investments LLC (“MLAI”), is the general partner of the Partnership. MLAI is an indirect wholly–owned subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly–owned subsidiary of Merrill Lynch, is the Partnership’s commodity broker.  MLAI has agreed to maintain a general partner’s interest of at least 1% of the total capital in the Partnership.  MLAI and each Limited Partner share in the profits and losses of the Partnership in proportion to their respective interests in it.

 

Effective January 1, 2009, Merrill Lynch & Co., Inc. became a wholly–owned subsidiary of Bank of America Corporation pursuant to a merger agreement.

 

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

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Revenue Recognition

 

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

 

6



 

Foreign Currency Transactions

 

The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar.  Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the dates of the Statements of Financial Condition.  Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period.  Gains and losses resulting from the translation to U.S. dollars are reported in Realized in the Statements of Operations.

 

Operating Expenses and Selling Commissions

 

MLAI pays all routine operating expenses excluding the State of New Jersey and State of New York filing fees (which are borne by the Partnership) but including legal, accounting, printing, postage and similar administrative expenses of the Partnership.  MLAI receives an administrative fee as well as a portion of the brokerage commissions paid to MLPF&S by the Partnership (see Note 4).

 

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

 

Cash at Broker

 

A portion of the assets maintained at MLPF&S is restricted cash required to meet maintenance margin requirements. Included in cash deposits with the broker at December 31, 2008 and 2007 is restricted cash for margin requirements of $3,079,224 and $26,426,863, respectively.

 

Income Taxes

 

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

 

Distributions

 

The Limited Partners are entitled to receive, equally per Unit, any distributions which may be made by the Partnership.  No such distributions have been declared for the years ended December 31, 2008, 2007 or 2006.

 

Subscriptions

 

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

 

7



 

Redemptions

 

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

 

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

 

Dissolution of the Partnership

 

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

 

Indemnifications

 

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications.  The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred.  The Partnership expects the risk of any future obligation under these indemnifications to be remote.

 

8



 

2.                     CONDENSED SCHEDULE OF INVESTMENTS

 

The Partnership’s investments, defined as Net unrealized profit (loss) on open contracts on the Statements of Financial Condition, as of December 31, 2008 and 2007, are as follows:

 

2008

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

 

Commodity Industry
Sector

 

Number of
Contracts

 

Unrealized
Profit (Loss)

 

Percent of
Partners' Capital

 

Number of
Contracts

 

Unrealized
Profit (Loss)

 

Percent of
Partners' Capital

 

Profit (Loss)
on Open Positions

 

Percent of
Partners' Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

 

$

 

0.00

%

(265

)

$

(67,707

)

-0.03

%

$

(67,707

)

-0.03

%

March 09

 

Currencies

 

1,979,398

 

465,793

 

0.22

%

(1,126,285

)

(1,811,557

)

-0.84

%

(1,345,764

)

-0.62

%

March 09

 

Interest rates

 

550

 

2,010,634

 

0.93

%

 

 

0.00

%

2,010,634

 

0.93

%

March 09 - December 09

 

Energy

 

 

 

0.00

%

(59

)

238,129

 

0.11

%

238,129

 

0.11

%

February 09 - June 09

 

Metals

 

131

 

(2,830,888

)

-1.31

%

(182

)

6,510,691

 

3.02

%

3,679,803

 

1.71

%

January 09 - March 09

 

Stock indices

 

 

 

0.00

%

(6

)

(18,933

)

-0.01

%

(18,933

)

-0.01

%

March 09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

(354,461

)

-0.16

%

 

 

$

4,850,623

 

2.25

%

$

4,496,162

 

2.09

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

Long Positions

 

Short Positions

 

Net Unrealized

 

 

 

 

 

Commodity Industry
Sector

 

Number of
Contracts

 

Unrealized
Profit (Loss)

 

Percent of
Partners' Capital

 

Number of
Contracts

 

Unrealized
Profit (Loss)

 

Percent of
Partners' Capital

 

Profit (Loss)
on Open Positions

 

Percent of
Partners' Capital

 

Maturity Dates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agriculture

 

817

 

$

867,040

 

0.38

%

 

$

 

0.00

%

$

867,040

 

0.38

%

March 08

 

Currencies

 

542,830

 

(2,307,031

)

-1.02

%

(6,499,625

)

1,998,163

 

0.89

%

(308,868

)

-0.14

%

March 08

 

Interest rates

 

3,427

 

1,560,466

 

0.69

%

(1,230

)

(270,050

)

-0.12

%

1,290,416

 

0.57

%

March 08 - December 08

 

Energy

 

394

 

2,823,271

 

1.25

%

 

 

0.00

%

2,823,271

 

1.25

%

January 08 - March 08

 

Metals

 

142

 

10,748

 

0.00

%

(484

)

1,428,066

 

0.63

%

1,438,814

 

0.64

%

Febuary 08 - March 08

 

Stock indices

 

117

 

178,051

 

0.08

%

(291

)

1,282,136

 

0.57

%

1,460,187

 

0.65

%

March 08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

3,132,545

 

1.38

%

 

 

$

4,438,315

 

1.97

%

$

7,570,860

 

3.35

%

 

 

 

No individual contract’s unrealized profit or loss comprised greater than 5% of the Partners’ Capital as of December 31, 2008 and 2007.

 

9



 

3.               FAIR VALUE OF INVESTMENTS

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Partnership adopted FAS 157 as of January 1, 2008. The adoption of FAS 157 did not have a material impact on the Partnership’s financial statements.

 

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).

 

FAS 157 established a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

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

 

Level I — Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by FAS 157, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.

 

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

 

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

 

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

 

10



 

The following table summarizes the valuation of the Partnership’s investment by the above FAS 157 fair value hierarchy levels as of December 31, 2008.

 

 

 

Total

 

Level I

 

Level II

 

Level III

 

Net unrealized profit (loss) on open contracts

 

$

4,496,162

 

$

4,496,162

 

N/A

 

N/A

 

 

4.               RELATED PARTY TRANSACTIONS

 

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

 

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

 

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

 

Until 2007, the Partnership reimbursed MLAI for payment of the actual State of New Jersey annual filing fee (“NJ filing fees”) assessed on a per partner basis.  Filing fees receivable represents refunds on such payments.  MLAI no longer pays the NJ filing fees on behalf of the Partnership. The Partnership will also pay any State of New York filing fees for calendar year 2008 and beyond.

 

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

 

5.               ADVISORY AGREEMENT

 

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

 

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

 

11



 

6.   WEIGHTED AVERAGE UNITS

 

The weighted average number of Units outstanding is computed for purposes of calculating net income (loss) per weighted average Unit.  The weighted average number of Units outstanding for the years ended December 31, 2008, 2007 and 2006 equaled the Units outstanding as of such date, adjusted proportionately for Units sold or redeemed based on the respective length of time each was outstanding during such year.

 

 7.    RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2008, the FASB released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment to FASB Statement No. 133 (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. Currently, the Partnership is evaluating the implications of FAS 161 on its financial statements.

 

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting the accounting principles used in preparing financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP. Currently, U.S. GAAP hierarchy is provided in the American Institute of Certified Public Accountants U.S. Auditing Standards (“AU”) Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”.  The Partnership does not expect the adoption of FAS 162 to have an impact on its financial statements.

 

8.         MARKET AND CREDIT RISKS

 

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

 

Market Risk

 

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

 

MLAI has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily on monitoring the trading of Sunrise, calculating the Net Asset Value of the Partnership as of the close of business on each day and reviewing outstanding positions for over-concentrations.  While MLAI does not itself

 

12



 

intervene in the markets to hedge or diversify the Partnership’s market exposure, MLAI may urge Sunrise to reallocate positions in an attempt to avoid over-concentrations.  However, such interventions are unusual and unless it appears that Sunrise has begun to deviate from past practice or trading policies or to be trading erratically, MLAI’s basic risk control procedures consist simply of the ongoing process of advisor monitoring, with the market risk controls being applied by Sunrise.

 

Credit Risk

 

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

 

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

 

The Partnership, in its normal course of business, enters into various contracts, with MLPF&S acting as its commodity broker.  Pursuant to the brokerage agreement with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in Net unrealized profit (loss) on open contracts on the Statements of Financial Condition.

 

13



 

 

*     *     *     *     *     *     *     *     *     *      *

 

 

 

 

 

To the best of the knowledge and belief of the

 

 

undersigned, the information contained in this

 

 

report is accurate and complete.

 

 

/s/ Barbra E. Kocsis

 

 

Barbra E. Kocsis

 

 

Chief Financial Officer

 

 

Merrill Lynch Alternative Investments LLC

 

 

General Partner of

 

 

ML Select Futures I L.P.

 

 

14


EX-31.01 3 a09-5780_4ex31d01.htm EX-31.01

EXHIBIT 31.01

 

Rule 13a-14(a)/15d-14(a) Certifications

 

I, Paul Morton, Chief Executive Officer, President and Manager of Merrill Lynch Alternative Investments LLC, the general partner of ML Select Futures I L.P. certify that:

 

1. I have reviewed this report on Form 10-K of ML Select Futures I L.P.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 31, 2009

 

 

 

By:

/s/ Paul Morton

 

Paul Morton

 

Chief Executive Officer, President and Manager

 

(Principal Executive Officer)

 

 

1


EX-31.02 4 a09-5780_4ex31d02.htm EX-31.02

EXHIBIT 31.02

 

Rule 13a-14(a)/15d-14(a) Certifications

 

I, Barbra E. Kocsis, Chief Financial Officer of Merrill Lynch Alternative Investments LLC, the general partner of ML Select Futures I L.P. certify that:

 

1. I have reviewed this report on Form 10-K of ML Select Futures I L.P.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 31, 2009

 

 

 

By

/s/ BARBRA E. KOCSIS

 

Barbra E. Kocsis

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

1


EX-32.01 5 a09-5780_4ex32d01.htm EX-32.01

EXHIBIT 32.01

 

Section 1350 Certification

 

In connection with this annual report of ML Select Futures I L.P. (the “Company”) on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), I, Paul Morton, Chief Executive Officer, President and Manager of Merrill Lynch Alternative Investments LLC, the general partner of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

 

1. This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: March 31, 2009

 

 

 

By:

/s/ Paul Morton

 

Paul Morton

 

Chief Executive Officer, President and Manager

 

(Principal Executive Officer)

 

 

1


EX-32.02 6 a09-5780_4ex32d02.htm EX-32.02

EXHIBIT 32.02

 

Section 1350 Certification

 

In connection with this annual report of ML Select Futures I L.P. (the “Company”) on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), I, Barbra E. Kocsis, Chief Financial Officer of Merrill Lynch Alternative Investments LLC, the general partner of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

 

1. This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: March 31, 2009

 

 

 

By

/s/ BARBRA E. KOCSIS

 

Barbra E. Kocsis

 

Chief Financial Officer

 

(Principal Financial Officer)

 

 

1


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