BlackRock Global Horizons I 10-Q 2013 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2013

OR

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

For the transition period from              to

Commission File Number 0-23240

BLACKROCK GLOBAL HORIZONS I L.P.

(Exact Name of Registrant as

specified in its charter)

Delaware	13-3716393
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

c/o BlackRock Investment Management LLC

55 East 52nd Street

New York, New York 10055

(Address of principal executive offices)

(Zip Code)

609-282-6996

(Registrant’s telephone number, including area code)

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

Yes x  No o

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

Yes x  No o

Indicate by check mark 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 o Smaller reporting company x

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

Yes o  No x

BLACKROCK GLOBAL HORIZONS I L.P.

QUARTERLY REPORT FOR June 30, 2013 ON FORM 10-Q

Table of Contents

		PAGE
PART I
Item 1.	Consolidated Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	37
PART II
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Reserved	40
Item 5.	Other Information	40
Item 6.	Exhibits	40

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PART I - FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

BLACKROCK GLOBAL HORIZONS I L.P.

(A DELAWARE LIMITED PARTNERSHIP)

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(unaudited)

	June 30,		December 31,
	2013		2012
ASSETS:
Cash and cash equivalents	$	93,150,463	$	117,403,824
Equity in commodity futures trading accounts:
Cash (restricted cash $14,534,188 and $17,940,020)	40,781,919		58,538,589
Net unrealized profit / market value on open contracts / options (See note 4)	2,598,452		1,341,535
Investments in Non-Consolidated LLCs (cost $72,217,871 and $108,415,115) (See note 4)	64,748,132		99,262,759
Due from Non-Consolidated LLCs	5,890,332		6,049,277
Accrued interest and other assets	3,385		15,083
TOTAL ASSETS	$	207,172,683	$	282,611,067
LIABILITIES AND PARTNERS’ CAPITAL
LIABILITIES:
Net unrealized loss / market value on open contracts / options (See note 4)	$	2,864,104	$	3,026,653
Redemptions payable	16,210,604		14,623,211
Profit Shares payable	—		833,392
Professional fees payable	650,139		762,458
Distribution fees payable	502,100		688,763
Trading Advisors’ management fees payable	233,706		347,141
Sponsor fees payable	212,108		290,296
Administrator fees payable	167,679		228,421
Other fees payable	131,067		147,764
Total liabilities	20,971,507		20,948,099
PARTNERS’ CAPITAL:
General Partner (3,355,287 and 3,355,287 Units)	3,366,733		3,636,703
Limited Partners (189,607,103 and 250,849,166 Units)	182,834,443		258,026,265
Total partners’ capital	186,201,176		261,662,968
TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	207,172,683	$	282,611,067
NET ASSET VALUE PER UNIT (See note 2)

See notes to consolidated financial statements.

2

BLACKROCK GLOBAL HORIZONS I L.P.

(A DELAWARE LIMITED PARTNERSHIP)

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the three			For the three			For the six			For the six
	months ended			months ended			months ended			months ended
	June 30,			June 30,			June 30,			June 30,
	2013			2012			2013			2012
TRADING PROFITS (LOSSES):
Realized	$	(5,385,874	)	$	355,636		$	(5,800,757	)	$	(338,935	)
Change in unrealized	(877,438		)	(422,344		)	1,857,396			(3,226,927		)
Change in value of investments in Non-Consolidated LLCs (2)	(4,314,307		)	3,766,348			(7,794,052		)	(4,939,566		)
Brokerage commissions and clearing costs	(347,663		)	(290,431		)	(492,897		)	(604,189		)
Total trading profits (losses)	(10,925,282		)	3,409,209			(12,230,310		)	(9,109,617		)
INVESTMENT INCOME:
Interest	19,959			59,731			52,510			119,358
EXPENSES:
Distribution fees	1,063,878			1,623,993			2,249,712			3,326,775
Trading Advisors’ management fees	539,369			767,070			1,150,922			1,552,542
Sponsor fees	447,802			681,927			946,635			1,396,903
Administrator fees	116,160			210,737			263,459			417,191
Professional fees	127,095			214,383			259,225			420,516
Profit Shares	(47,674		)	131,638			6,516			271,970
Other fees	82,918			68,635			120,397			135,969
Total expenses	2,329,548			3,698,383			4,996,866			7,521,866
NET INVESTMENT LOSS	(2,309,589		)	(3,638,652		)	(4,944,356		)	(7,402,508		)
NET INCOME / (LOSS)	$	(13,234,871	)	$	(229,443	)	$	(17,174,666	)	$	(16,512,125	)
NET INCOME / (LOSS) PER WEIGHTED AVERAGE UNIT: (1)
Weighted average number of General Partner and Limited Partner Units outstanding
Series A	200,364,270			303,708,654			212,060,443			315,712,944
Series F	70,478			86,373			72,642			88,516
Series G	19,695,227			23,497,617			20,301,811			23,901,780
Series I	1,873,085			1,996,632			1,897,808			2,074,741
Net income / (loss) per weighted average General Partner and Limited Partner Unit
Series A	$	(0.0550	)	$	(0.0009	)	$	(0.0677	)	$	(0.0457	)
Series F	$	(13.51	)	$	0.13		$	(16.81	)	$	(10.46	)
Series G	$	(0.0581	)	$	0.0000		$	(0.0724	)	$	(0.0455	)
Series I	$	(0.0615	)	$	0.0103		$	(0.0699	)	$	(0.0344	)

(1) The weighted average number of Units outstanding is computed for purposes of disclosing net income / (loss) per weighted average Unit.  The weighted average number of Units outstanding for the three-month and six-month periods ended June 30, 2013 and 2012 equals the Units outstanding as of such date, adjusted proportionately for Units sold and redeemed based on the respective length of time each was outstanding during the period.

(2) Includes the Partnership’s proportionate share of the operations of its investments in the Non-Consolidated LLCs, which includes income and expenses.

See notes to consolidated financial statements.

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BLACKROCK GLOBAL HORIZONS I L.P.

(A DELAWARE LIMITED PARTNERSHIP)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(unaudited)

			General			Limited
	Units		Partner			Partners			Total
PARTNERS’ CAPITAL, December 31, 2011	353,862,903		$	3,836,207		$	391,973,759		$	395,809,966
Additions	16,631,195		150,000			17,029,142			17,179,142
Net income / (loss)	—		(167,485		)	(16,344,640		)	(16,512,125		)
Redemptions	(56,952,086	)	—			(60,487,565		)	(60,487,565		)
PARTNERS’ CAPITAL, June 30, 2012	313,542,012		$	3,818,722		$	332,170,696		$	335,989,418
PARTNERS’ CAPITAL, December 31, 2012	254,204,453		$	3,636,703		$	258,026,265		$	261,662,968
Additions	3,025,146		—			2,860,986			2,860,986
Net income / (loss)	—		(269,970		)	(16,904,696		)	(17,174,666		)
Redemptions	(64,267,209	)	—			(61,148,112		)	(61,148,112		)
PARTNERS’ CAPITAL, June 30, 2013	192,962,390		$	3,366,733		$	182,834,443		$	186,201,176

See notes to consolidated financial statements.

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BLACKROCK GLOBAL HORIZONS I L.P.

(A DELAWARE LIMITED PARTNERSHIP)

CONSOLIDATED FINANCIAL DATA HIGHLIGHTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(unaudited)

The following per Unit data and ratios have been derived from information provided in the consolidated financial statements.  An individual Partner’s results may vary from these ratios due to timing of income and expenses and capital transactions.

	Series A			Series F			Series G			Series I
Per Unit Operating Performance:
Net asset value, beginning of period	$	0.9551		$	230.67		$	0.9991		$	1.1835
Realized trading losses	(0.0245		)	(5.93		)	(0.0257		)	(0.0307		)
Change in unrealized trading profits	0.0067			1.61			0.0070			0.0082
Change in value of investments in Non-Consolidated LLCs (3)	(0.0319		)	(7.70		)	(0.0334		)	(0.0334		)
Interest	0.0002			0.05			0.0002			0.0003
Expenses	(0.0218		)	(5.26		)	(0.0228		)	(0.0152		)
Net asset value, end of period	$	0.8838		$	213.44		$	0.9244		$	1.1127
Total Return: (3)
Total return (before Profit Shares)	-7.47		%	-7.47		%	-7.48		%	-5.98		%
Profit Shares	0.00		%	0.00		%	0.00		%	0.00		%
Total return	-7.47		%	-7.47		%	-7.48		%	-5.98		%
Ratios to Average Net Assets:(1) (2) (4) (5)
Expenses (before Profit Shares)	4.62		%	4.62		%	4.62		%	2.57		%
Profit Shares	0.00		%	0.00		%	0.00		%	0.00		%
Expenses	4.62		%	4.62		%	4.62		%	2.57		%
Net investment loss	-4.58		%	-4.58		%	-4.58		%	-2.52		%

(1) Included in the ratios of expenses to average net assets are brokerage commissions and clearing costs which are presented in Trading Profits (Losses) on the Consolidated Statement of Operations.

(2) The expenses (before Profit Shares) and the interest portion of net investment loss for the net investment loss ratios have been annualized.

(3) Includes the Partnership’s proportionate share of the operations of its investments in the Non-Consolidated

LLCs, which includes income and expenses.

(4) Excludes the Partnership’s proportionate share of expenses from its investments in Non-Consolidated LLCs. If the Partnership’s proportionate share of expenses from its investments in Non-Consolidated LLCs were included, the ratios for Expenses (before Profit Shares), Profit Shares, Expenses and Net investment loss for Series A, Series F & Series G would be 6.95%, 0.00%, 6.95% and (6.92)%, respectively; for Series I would be 3.78%, 0.00%, 3.78% and (3.76)%, respectively.

(5) The Profit Shares ratios round to less than 0.01%

See notes to consolidated financial statements.

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BLACKROCK GLOBAL HORIZONS I L.P.

(A DELAWARE LIMITED PARTNERSHIP)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of BlackRock Global Horizons I L.P. (the “Partnership”) and its wholly owned subsidiaries.

The interim financial information at June 30, 2013 and 2012, and for the periods ended June 30, 2013 and 2012 is unaudited. However, in the opinion of management, the interim financial information includes all normal recurring adjustments necessary for the fair presentation of the operating results of the Partnership for the interim periods presented. The operating results for the interim periods may not be indicative of the results for the full year.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2012.

The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

BlackRock Investment Management, LLC (the “General Partner” or “BRIM”), a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”), is the general partner of the Partnership.

The General Partner has formed a number of subsidiaries in the form of limited liability companies (“LLCs”) to hold Partnership assets allocated to each particular Trading Advisor. Each of these subsidiaries has, in turn, entered into an advisory agreement with each respective Trading Advisor. The primary purpose of these subsidiaries is to segregate the assets of the Partnership allocated to any one Trading Advisor from the other assets of the Partnership in order to seek to limit liability for trading losses by any one Trading Advisor to the assets allocated to such subsidiary. However within each subsidiary, there will be no segregation of liabilities of the Partnership and any other funds or accounts that may allocate assets to the same subsidiary of the Partnership.

All wholly owned subsidiaries of the Partnership have been consolidated.  All transactions between consolidated subsidiaries have been eliminated in consolidation.  From time to time, other funds and accounts managed by the General Partner or its affiliates may also invest in such subsidiaries in order to gain exposure to the relevant Trading Advisor.  In such instances where the Partnership is not the sole investor in the subsidiary, the subsidiary will no longer be consolidated (the “Non-Consolidated LLCs”), and the Partnership’s investment in the Non-Consolidated LLCs will be presented as Investments in Non-Consolidated LLCs on the Consolidated Statements of Financial Condition.  Effective May 1, 2011, November 1, 2011 and May 7, 2013 other funds managed by the General Partner invested in one or more subsidiaries of the Partnership.  As a result, those subsidiaries were no longer consolidated; instead, the

6

Partnership’s interest in such Non-Consolidated LLCs are presented as Investments in Non-Consolidated LLCs on the Consolidated Statements of Financial Condition.  See Note 4 for further information on the Non-Consolidated LLCs.

The General Partner terminated the advisory agreement with the Trading Advisor for Nets Global Horizons, LLC on February 22, 2013, paid all proceeds to its members in March 2013 and the Non-Consolidated LLC commenced liquidation on March 31, 2013.

The Bank of New York Mellon provides custody services for the Partnership. The subsidiaries’ assets are held in cash and customer segregated managed accounts at Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Newedge USA, LLC (“Newedge USA”), J.P. Morgan Securities LLC (“JPMS”), Morgan Stanley & Co. LLC (“MS&Co.”), UBS Securities LLC (“UBS Securities”) and any other clearing brokers that may be utilized by the Partnership in the future (the “Clearing Brokers”) or allocated to one or more commodity pools (each a “Portfolio Fund”) for which custodians and clearing brokers are selected by the independent professional advisors of such Portfolio Funds or managed accounts (the “Trading Advisors”) and at a custody account at State Street Bank and Trust Company (“State Street”). As of, and for the periods ended June 30, 2013 and 2012, there were no assets held in any Portfolio Funds.

Valuation

The Partnership’s policy is to value its financial instruments at fair market value. The Partnership’s commodities futures contracts traded on exchanges are valued at their close price. Foreign currency exchange contracts are valued at the midpoint between the bid and ask prices and are determined as of the close of business of the New York Stock Exchange. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Exchange-traded written options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. An exchange-traded option for which there is no mean price is valued at the prior day’s close price, unless it is determined that the prior day’s price no longer reflects the fair value of the option. Over-the-counter (“OTC”) options are valued by single broker quotes which use mathematical models which incorporate a number of market data factors, such as the trades and prices of the underlying instruments.

The value of Investments in Non-Consolidated LLCs is based on the Partnership’s proportionate share of the fair value of the financial instruments held by the Non-Consolidated LLCs plus any other assets and less any other liabilities held by the Non-Consolidated LLCs, which represents the net asset value of the Non-Consolidated LLC. The Non-Consolidated LLCs’ valuation policy is the same as that of the Partnership discussed above. Changes in the value of investments in Non-Consolidated LLCs are reflected in the Consolidated Statements of Operations as Change in value of Investments in Non-Consolidated LLCs, and includes the Partnership’s proportionate share of the operations of its investments in the Non-Consolidated LLCs, which includes income and expenses.

Net Unrealized Profit (Loss) / Market Value on Open Contracts / Options

The Partnership, either directly or indirectly through its subsidiaries, in its normal course of business, enters into various derivatives contracts with MLPF&S, Newedge USA, JPMS, MS&Co, UBS Securities, UBS AG (“UBS”), HSBC Bank PLC (“HSBC”), Barclays Bank PLC (“Barclays”) and State Street each acting as the Partnership’s clearing brokers or derivatives counterparties. Pursuant to the brokerage agreements with MLPF&S, Newedge USA, JPMS, MS&Co. and UBS Securities (which include netting arrangements within each subsidiary), to the extent that such trading results in receivables from and payables to MLPF&S, Newedge USA, JPMS, MS&Co. and UBS Securities, these receivables and

7

payables are offset and reported as a net receivable or payable with each broker.  Net receivables are included in the Consolidated Statements of Financial Condition under Equity in commodity futures trading accounts in Net unrealized profit / market value on open contracts / options; net payables are included in the Consolidated Statements of Financial Condition under Liabilities in Net unrealized loss / market value on open contracts / options. Receivables and payables are netted by counterparty and Trading Advisor, as appropriate under GAAP.

Commodity futures, forwards and options contracts transactions are recorded on the trade date. The receivables and payables for forwards and options contracts represent the difference between the original contract value and the market value. The receivables and payables for futures contracts represent the variation margin, which is the daily fluctuation in market value of the futures contracts. The change in unrealized profit (loss) on open contracts from one period to the next is reflected in Change in unrealized in the Consolidated Statements of Operations.

Income Taxes

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

There are no uncertain tax positions which require recognition or measurement in the Partnership’s consolidated financial statements.

2.PARTNERS’ CAPITAL

At June 30, 2013 and December 31, 2012, the Net Asset Values of the different Series of Units were:

June 30, 2013	Net Asset Value		Number of Units	Net Asset Value per Unit
Series A	$	152,262,474	172,291,756	$	0.8838
Series F	14,543,715		68,141	$	213.44
Series G	17,331,712		18,748,157	$	0.9244
Series I	2,063,275		1,854,336	$	1.1127
Total Partners’ Capital	$	186,201,176	192,962,390

December 31, 2012	Net Asset Value		Number of Units	Net Asset Value per Unit
Series A	$	220,539,487	230,899,814	$	0.9551
Series F	17,551,923		76,090	$	230.67
Series G	21,236,500		21,255,467	$	0.9991
Series I	2,335,058		1,973,082	$	1.1835
Total Partners’ Capital	$	261,662,968	254,204,453

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3.FAIR VALUE DISCLOSURES

The Partnership qualifies as an investment company under the provisions of the American Institute of Certified Public Accountants Audit and Accounting Guide for Investment Companies (“Audit and Accounting Guide”) and therefore, all investments including derivatives are stated at fair value in the Consolidated Statements of Financial Condition, and changes in fair value are included in realized and change in unrealized trading profits (losses) in the Consolidated Statements of Operations.

The Partnership records derivatives contracts held in commodities futures trading accounts and cash equivalents at fair value in accordance with Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value as the price that the Partnership would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk to the extent the asset or liability is not traded on an exchange or an active market.  Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Partnership. Unobservable inputs are inputs that reflect the General Partner’s assumptions about what information market participants would use to price an asset or liability developed based on the best information available under the circumstances.

ASC 820 establishes a hierarchy that classifies these inputs into the three broad levels listed below:

Level 1 — Price quotations (unadjusted) in active markets/exchanges for identical instruments.

Level 2 — Other than quoted prices included within Level 1 that are observable for substantially the full term of the asset or liability, either directly or indirectly.  Level 2 includes quoted prices (unadjusted) for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and inputs other than quoted prices that are observable or that can be generally corroborated by observable market data, such as those used in models or other valuation methodologies. As a practical expedient, the Partnership relies on the NAV (or its equivalent) of certain investments as their fair value.

Level 3 — Primarily inputs and significant assumptions that are unobservable in the market place.  Level 3 includes instruments for which there is little, if any, market activity.  These inputs require significant judgment or estimation by the General Partner of the Partnership.

There were no Level 3 assets held at June 30, 2013, December 31, 2012 or during the periods then ended.

The following table summarizes the valuation of the Partnership’s investments by the above ASC 820 fair value hierarchy levels as of June 30, 2013 and December 31, 2012.

9

				Fair Value at Reporting Date Using
Description	June 30, 2013			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Cash Equivalents	$	93,150,463		$	93,150,463	$	—
Investments in Non-Consolidated LLCs	64,748,132			—		64,748,132
Futures (1)	251,157			251,157		—
Forwards (1)	(695,789		)	—		(695,789		)
Options (1)	178,980			428,898		(249,918		)
	$	157,632,943		$	93,830,518	$	63,802,425
Description	December 31, 2012
Cash Equivalents	$	117,403,824		$	117,403,824	$	—
Investments in Non-Consolidated LLCs	99,262,759			—		99,262,759
Futures (1)	416,804			416,804		—
Forwards (1)	(2,072,428		)	—		(2,072,428		)
Options (1)	(29,494		)	132,601		(162,095		)
	$	214,981,465		$	117,953,229	$	97,028,236

(1) See the Condensed Consolidated Schedules of Investments in Note 4 for the values in each commodity industry sector within this table.

ASC 820 permits as a practical expedient, the Partnership to measure the fair value of its investments in the Non-Consolidated LLCs on the basis of the net asset value per unit of such investment or the equivalent if the net asset value per share of such investments (or the monetary equivalent) is calculated in a manner consistent with the measurement principles of the Audit and Accounting Guide as of the Partnership’s reporting date. The fair value of the investments in Non-Consolidated LLCs is based on the Partnership’s proportionate share of the fair value of the financial instruments held by the Non-Consolidated LLC, plus any other assets and less any other liabilities held by the Non-Consolidated LLCs which approximates the net asset value per unit.  In accordance with ASC 820, investments in Non-Consolidated LLCs have been considered Level 2 in the fair value hierarchy as the Partnership has the ability to increase or decrease its ownership in the Non-Consolidated LLC on the measurement date.

There were no transfers between Level 1 and Level 2 during the period.

4.   INVESTMENTS, DERIVATIVE CONTRACTS AND OFF-BALANCE SHEET RISK

The Partnership, through its Trading Advisors in its LLCs which includes both consolidated and non-consolidated LLCs, trades in the international futures, forwards and options markets with the objective of achieving, through speculative trading, substantial capital appreciation over time. The Partnership’s assets are allocated and reallocated by the General Partner to subsidiaries managed by the Trading Advisors on behalf of the Partnership, applying proprietary strategies in numerous markets.

The Partnership, through its Trading Advisors in its LLCs which includes both consolidated and non-consolidated LLCs, engages in the speculative trading of derivative contracts on interest rates, commodities, currencies, metals, energy, agriculture and stock indices. The following were the primary trading risk exposures of such derivative contracts as of at June 30, 2013, organized by market sector:

Agricultural.  The Partnership’s primary exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions.

Currencies.  Exchange rate risk is a principal market exposure of the Partnership.  The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical

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pricing relationships between different currencies and currency pairs.  The fluctuations are influenced by interest rate changes as well as political and general economic conditions.  The Partnership, through its Trading Advisors, trades in a large number of currencies, including cross-rates—e.g., positions between two currencies other than the U.S. dollar.

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

Interest rates.  Interest rate movements directly affect the price of the sovereign bond futures 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 may materially impact the Partnership’s profitability.  The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and other major industrialized, or Group of Seven countries (Canada, France, Germany, Italy, Japan, United Kingdom and United States, collectively, “G-7”).  However, the Partnership, through its Trading Advisors, also may hold positions in futures contracts on the government debt of other nations.

Metals. The Partnership’s metals market exposure is to fluctuations in the price of aluminum, copper, gold, lead, nickel, silver, tin and zinc.

Stock Indices.  The Partnership’s equity exposure, through stock index futures, is to equity price risk in the G-7 countries, as well as other countries.

The Partnership, through the trading activities of the Trading Advisors, also engages in the speculative trading of forward currency contracts. Substantially all of the Partnership’s off-exchange trading takes place in the highly liquid, institutional spot and forward foreign exchange markets (the “FX Markets”) where there are no direct execution costs. Instead, the participant 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 traded with the Partnership. In its exchange of futures for physical (“EFP”) trading, the Partnership acquires or may acquire cash currency positions through banks and dealers. The Partnership pays a spread when it exchanges these positions for futures. This spread reflects, in part, the different settlement dates of the cash and the futures contracts, as well as prevailing interest rates, but also includes a pricing spread in favor of the banks and dealers.

The Partnership may purchase and sell (write), both exchange listed and OTC, options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership writes an option, the premium received is recorded as a liability in the Consolidated Statements of Financial Condition and marked to market daily.

As both a buyer and seller (writer) of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership does not consider these contracts to be guarantees as described in ASC 460 Guarantees.

11

The Partnership is exposed to market risk, the risks arising from changes in the market value of the contracts; credit risk, the risk of failure by another party to perform according to the terms of a contract and concentration risk; the risk of financial institution insolvency.

Market Risk

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

For derivatives, risks arise from changes in the market value of the contracts.  Theoretically, the Partnership is exposed to a market risk equal to the notional contract value of futures and forward currency contracts purchased and unlimited liability on such contracts sold short.

BRIM has procedures in place intended to control market risk exposure, although there can be no assurance that it will, in fact, succeed in doing so.  These procedures focus primarily on monitoring the trading of the Trading Advisors, calculating the net asset value of the Partnership as of the close of business on each day and reviewing outstanding positions, or reallocating Partnership assets among Trading Advisors (although typically only as of the end of a month) for over-concentrations. BRIM’s basic risk control procedures consist simply of the ongoing process of Trading Advisor monitoring, with the market risk controls being applied by the Trading Advisors themselves.

Credit Risk

The risks associated with exchange-traded contracts are typically perceived to be less than those associated with OTC (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 OTC 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 OTC markets.

Set forth below are tables which disclose both gross information and net information about instruments and transactions eligible for offset in the Consolidated Statements of Financial Condition and instruments and transactions that are subject to an agreement similar to a master netting agreement, as well as amounts related to margin, reflected as financial collateral (including cash collateral), held at clearing brokers and other counterparties. Margin reflected in the collateral tables reflects margin up to an amount of 100% of the net amount of unrealized loss for the respective counterparty. Actual margin amounts required at each counterparty are based on the notional amounts or the number of contracts outstanding and may exceed the margin presented in the collateral tables. The master netting and similar agreements allow the clearing brokers to net any collateral held in or on behalf of the Partnership or liabilities or payment obligations of the clearing brokers to the Partnership against any liabilities or payment obligations of the Partnership to the clearing brokers. The Partnership is required to deposit financial collateral (including cash collateral) at the clearing brokers and counterparties to continually meet the original and maintenance requirements established by the clearing brokers and counterparties. Such requirements are specific to the respective clearing broker or counterparty.

12

As of 6/30/2013

Offsetting of Net unrealized profit / market value on open contracts / options:

			Gross		Net
	Gross		Amounts offset in		Amounts presented in
Commodity	Amounts of		the Consolidated Statements		the Consolidated Statements
Industry Sector	Recognized Assets		of Financial Position		of Financial Position
Futures
Agriculture	$	1,119,316	$	347,650	$	771,666
Currencies	345,570		256,334		89,236
Energy	330,620		329,984		636
Interest rates	215,402		215,402		—
Metals	3,195,567		3,195,567		—
Stock indices	246,998		246,998		—
Subtotal	5,453,473		4,591,935		861,538
Forwards
Currencies	1,268,331		1,268,331		—
Options
Agriculture	380,121		83,640		296,481
Currencies	66,654		66,654		—
Energy	107,160		107,160		—
Interest rates	232,700		232,700		—
Metals	1,067,740		6,900		1,060,840
Stock indices	132,600		132,600		—
Subtotal	1,986,975		629,654		1,357,321
Total Derivatives subject to a master netting or similar arrangement	8,708,779		6,489,920		2,218,859
Total Derivatives not subject to a master netting or similar arrangement	—		—		—
Total Derivatives	$	8,708,779	$	6,489,920	$	2,218,859

Offsetting of Net unrealized loss / market value on open contracts / options:

			Gross		Net
	Gross		Amounts offset in		Amounts presented in
Commodity	Amounts of		the Consolidated Statements		the Consolidated Statements
Industry Sector	Recognized Liabilities		of Financial Position		of Financial Position
Futures
Agriculture	$	347,650	$	347,650	$	—
Currencies	256,334		256,334		—
Energy	329,984		329,984		—
Interest rates	518,789		215,402		303,387
Metals	3,432,120		3,195,567		236,553
Stock indices	317,439		246,998		70,441
Subtotal	5,202,316		4,591,935		610,381
Forwards
Currencies	1,964,120		1,268,331		695,789
Options
Agriculture	83,640		83,640		—
Currencies	362,172		66,654		295,518
Energy	135,520		107,160		28,360
Interest rates	910,513		232,700		677,813
Metals	6,900		6,900		—
Stock indices	309,250		132,600		176,650
Subtotal	1,807,995		629,654		1,178,341
Total Derivatives subject to a master netting or similar arrangement	8,974,431		6,489,920		2,484,511
Total Derivatives not subject to a master netting or similar arrangement	—		—		—
Total Derivatives	$	8,974,431	$	6,489,920	$	2,484,511

13

As of 12/31/2012

Offsetting of Net unrealized profit / market value on open contracts / options:

			Gross		Net
	Gross		Amounts offset in		Amounts presented in
Commodity	Amounts of		the Consolidated Statements		the Consolidated Statements
Industry Sector	Recognized Assets		of Financial Position		of Financial Position
Futures
Agriculture	$	168,568	$	168,568	$	—
Currencies	718,875		494,614		224,261
Energy	574,348		413,383		160,965
Interest rates	562,168		292,476		269,692
Metals	2,403,115		2,403,115		—
Stock indices	677,507		329,033		348,474
Subtotal	5,104,581		4,101,189		1,003,392
Forwards
Currencies	959,887		959,887		—
Options
Agriculture	—		—		—
Currencies	2,200		2,200		—
Energy	4,840		4,840		—
Interest rates	47,438		47,438		—
Metals	254,000		—		254,000
Stock indices	75,350		68,200		7,150
Subtotal	383,828		122,678		261,150
Total Derivatives subject to a master netting or similar arrangement	6,448,296		5,183,754		1,264,542
Total Derivatives not subject to a master netting or similar arrangement	—		—		—
Total Derivatives	$	6,448,296	$	5,183,754	$	1,264,542

Offsetting of Net unrealized loss / market value on open contracts / options:

			Gross		Net
	Gross		Amounts offset in		Amounts presented in
Commodity	Amounts of		the Consolidated Statements		the Consolidated Statements
Industry Sector	Recognized Liabilities		of Financial Position		of Financial Position
Futures
Agriculture	$	258,132	$	168,568	$	89,564
Currencies	494,614		494,614		—
Energy	413,383		413,383		—
Interest rates	292,476		292,476		—
Metals	2,900,138		2,403,115		497,023
Stock indices	329,033		329,033		—
Subtotal	4,687,776		4,101,189		586,587
Forwards
Currencies	3,032,317		959,887		2,072,430
Options
Agriculture	—		—		—
Currencies	203,826		2,200		201,626
Energy	32,670		4,840		27,830
Interest rates	108,625		47,438		61,187
Metals	—		—		—
Stock indices	68,200		68,200		—
Subtotal	413,321		122,678		290,643
Total Derivatives subject to a master netting or similar arrangement	8,133,414		5,183,754		2,949,660
Total Derivatives not subject to a master netting or similar arrangement	—		—		—
Total Derivatives	$	8,133,414	$	5,183,754	$	2,949,660

14

As of 6/30/2013

Collateral Held by Counterparty:

			Gross Amounts not offset in the Consolidated Statements of Financial Condition
	Net Amount of Unrealized Profit		Cash Collateral		Net
Counterparty	in the Consolidated Statements of Financial Position		Received		Amount
Counterparty A	$	321,700	$	—	$	—
Counterparty B	253,400		—		—
Counterparty C	—		—		—
Counterparty D	1,227,795		—		—
Counterparty E	—		—		—
Counterparty F	—		—		—
Counterparty G	—		—		—
Counterparty H	4,731		—		—
	$	1,807,626	$	—	$	—
	Net Amount of Unrealized Loss		Cash Collateral		Net
Counterparty	in the Consolidated Statements of Financial Position		Pledged		Amount
Counterparty A	$	—	$	—	$	—
Counterparty B	—		—		—
Counterparty C	1,118,035		1,118,035		—
Counterparty D	—		—		—
Counterparty E	339,351		339,351		—
Counterparty F	—		—		—
Counterparty G	615,892		615,892		—
Counterparty H	—		—		—
	$	2,073,278	$	2,073,278	$	—
As of 12/31/2012
Collateral Held by Counterparty:
			Gross Amounts not offset in the Consolidated Statements of Financial Condition
	Net Amount of Unrealized Profit		Cash Collateral		Net
Counterparty	in the Consolidated Statements of Financial Position		Received		Amount
Counterparty A	$	—	$	—	$	—
Counterparty B	708,832		—		—
Counterparty C	—		—		—
Counterparty D	397,408		—		—
Counterparty E	—		—		—
Counterparty F	78,890		—		—
	$	1,185,130	$	—	$	—
	Net Amount of Unrealized Loss		Cash Collateral		Net
Counterparty	in the Consolidated Statements of Financial Position		Pledged		Amount
Counterparty A	$	216,144	$	216,144	$	—
Counterparty B	—		—		—
Counterparty C	248,713		248,713		—
Counterparty D	—		—		—
Counterparty E	2,405,391		2,214,223		191,168
Counterparty F	—		—		—
	$	2,870,248	$	2,679,080	$	191,168

15

Concentration Risk

The amount of required margin and good faith deposits with the brokers usually ranges from 1% to 10% of net asset value of the Partnership.  The cash and cash equivalents held to satisfy such requirements at June 30, 2013 and December 31, 2012 was $14,534,188 and $17,940,020 respectively, which equals 7.81% and 6.86% of the net asset value of the Partnership, respectively.

The Partnership has a substantial portion of its assets on deposit with financial institutions.  In the event of a financial institution’s insolvency, recovery of Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits.

16

Condensed Consolidated Schedules of Investments

The Partnership trades futures, forwards and options contracts.  The level of trading is affected by conditions in those markets.  During the period ended June 30, 2013, 107,297 contracts were closed.  The fair value of options held as of June 30, 2013 includes premiums paid of $1,050,586 and received of $1,457,377. The fair value of the Partnership’s futures, forwards and options contracts by type that are presented as Net unrealized profit (loss) / market value on open contracts / options in the Consolidated Statements of Financial Condition as of June 30, 2013 are as follows:

							Long Positions												Short Positions
	Long Positions						Unrealized					Short Positions							Unrealized					Net Unrealized Profit (Loss)
Commodity	Number	Gross Unrealized					Profit (Loss)/			Percent of		Number		Gross Unrealized					Profit (Loss)/			Percent of		Market Value on Open			Percent of
Industry Sector	of Contracts	Gains		Losses			Market Value			Net Assets		of Contracts		Gains		Losses			Market Value			Net Assets		Contracts/Options			Net Assets		Maturity Dates
Futures
Agriculture	342	$	62,041	$	(310,875	)	$	(248,834	)	-0.13	%	(970	)	$	1,057,275	$	(36,775	)	$	1,020,500		0.55	%	$	771,666		0.42	%	July 13 - July 14
Currencies	125	2,222		(250,385		)	(248,163		)	-0.13	%	(345	)	343,348		(5,949		)	337,399			0.18	%	89,236			0.05	%	July 13 - November 13
Energy	237	114,114		(153,873		)	(39,759		)	-0.02	%	(270	)	216,506		(176,111		)	40,395			0.02	%	636			0.00	%	July 13 - January 14
Interest rates	1,522	154,902		(404,428		)	(249,526		)	-0.14	%	(846	)	60,500		(114,361		)	(53,861		)	-0.03	%	(303,387		)	-0.17	%	July 13 - September 16
Metals	714	62,245		(3,362,069		)	(3,299,824		)	-1.77	%	(788	)	3,133,322		(70,051		)	3,063,271			1.65	%	(236,553		)	-0.12	%	July 13 - June 14
Stock indices	519	201,941		(223,790		)	(21,849		)	-0.01	%	(121	)	45,057		(93,649		)	(48,592		)	-0.03	%	(70,441		)	-0.04	%	July 13 - December 13
Subtotal	3,459	597,465		(4,705,420		)	(4,107,955		)	-2.20	%	(3,340	)	4,856,008		(496,896		)	4,359,112			2.34	%	251,157			0.14	%
Forwards
Currencies		463,281		(701,693		)	(238,412		)	-0.13	%			805,050		(1,262,427		)	(457,377		)	-0.25	%	(695,789		)	-0.38	%	July 13 - December 13
Options
Agriculture	420	380,121		—			380,121			0.20	%	(41	)	—		(83,640		)	(83,640		)	-0.04	%	296,481			0.16	%	July 13 - December 13
Currencies	—	66,654		—			66,654			0.04	%	—		—		(362,172		)	(362,172		)	-0.19	%	(295,518		)	-0.15	%	July 13 - September 13
Energy	50	107,160		—			107,160			0.06	%	(148	)	—		(135,520		)	(135,520		)	-0.07	%	(28,360		)	-0.01	%	July 13
Interest rates	208	232,700		—			232,700			0.12	%	(1,120	)	—		(910,513		)	(910,513		)	-0.49	%	(677,813		)	-0.37	%	July 13 - September 13
Metals	49	1,067,740		—			1,067,740			0.57	%	(20	)	—		(6,900		)	(6,900		)	0.00	%	1,060,840			0.57	%	July 13 - November 13
Stock indices	26	132,600		—			132,600			0.07	%	(136	)	—		(309,250		)	(309,250		)	-0.17	%	(176,650		)	-0.10	%	December 13
Subtotal	753	1,986,975		—			1,986,975			1.06	%	(1,465	)	—		(1,807,995		)	(1,807,995		)	-0.96	%	178,980			0.10	%
Total	4,212	$	3,047,721	$	(5,407,113	)	$	(2,359,392	)	-1.27	%	(4,805	)	$	5,661,058	$	(3,567,318	)	$	2,093,740		1.13	%	$	(265,652	)	-0.14	%

No individual contract’s unrealized profit or loss comprised greater than 5% of the Partnership’s capital as of June 30, 2013.

17

During the year ended December 31, 2012, 181,630 contracts were closed. The fair value of options held as of December 31, 2012 includes premiums paid of $431,164 and received of $265,272. The fair value of the Partnership’s futures, forwards and options contracts by type that are presented as Net unrealized profit (loss) / market value on open contracts / options in the Consolidated Statements of Financial Condition as of December 31, 2012 are as follows:

							Long Positions												Short Positions
	Long Positions						Unrealized					Short Positions							Unrealized					Net Unrealized Profit (Loss)
Commodity	Number	Gross Unrealized					Profit (Loss)/			Percent of		Number		Gross Unrealized					Profit (Loss)/			Percent of		Market Value on Open			Percent of
Industry Sector	of Contracts	Gains		Losses			Market Value			Net Assets		of Contracts		Gains		Losses			Market Value			Net Assets		Contracts/Options			Net Assets		Maturity Dates
Futures
Agriculture	227	$	30,992	$	(210,917	)	$	(179,925	)	-0.07	%	(191	)	$	137,576	$	(47,215	)	$	90,361		0.04	%	$	(89,564	)	-0.03	%	January 13 - December 13
Currencies	671	166,846		(485,889		)	(319,043		)	-0.12	%	(146	)	552,029		(8,725		)	543,304			0.21	%	224,261			0.09	%	January 13 - March 13
Energy	513	364,585		(120,408		)	244,177			0.09	%	(413	)	209,763		(292,975		)	(83,212		)	-0.03	%	160,965			0.06	%	January 13 - December 13
Interest rates	3,850	553,893		(218,013		)	335,880			0.13	%	(209	)	8,275		(74,463		)	(66,188		)	-0.03	%	269,692			0.10	%	January 13 - March 16
Metals	1,042	2,081,342		(671,087		)	1,410,255			0.54	%	(949	)	321,773		(2,229,051		)	(1,907,278		)	-0.73	%	(497,023		)	-0.19	%	January 13 - March 14
Stock indices	1,219	655,637		(328,838		)	326,799			0.12	%	(90	)	21,870		(195		)	21,675			0.01	%	348,474			0.13	%	January 13 - December 13
Subtotal	7,522	3,853,295		(2,035,152		)	1,818,143			0.69	%	(1,998	)	1,251,286		(2,652,624		)	(1,401,338		)	-0.53	%	416,805			0.16	%
Forwards
Currencies		355,855		(287,104		)	68,751			0.03	%			604,032		(2,745,213		)	(2,141,181		)	-0.82	%	(2,072,430		)	-0.79	%	January 13 - September 13
Options
Currencies	—	2,200		—			2,200			0.00	%	—		—		(203,826		)	(203,826		)	-0.08	%	(201,626		)	-0.08	%	January 13
Energy	33	4,840		—			4,840			0.00	%	(33	)	—		(32,670		)	(32,670		)	-0.01	%	(27,830		)	-0.01	%	January 13 - February 13
Interest rates	110	47,438		—			47,438			0.02	%	(407	)	—		(108,625		)	(108,625		)	-0.04	%	(61,187		)	-0.02	%	January 13 - February 13
Metals	79	254,000		—			254,000			0.10	%	—		—		—			—			0.00	%	254,000			0.10	%	January 13 - November 13
Stock indices	44	75,350		—			75,350			0.03	%	(88	)	—		(68,200		)	(68,200		)	-0.03	%	7,150			0.00	%	January 13
Subtotal	266	383,828		—			383,828			0.15	%	(528	)	—		(413,321		)	(413,321		)	-0.16	%	(29,493		)	-0.01	%
Total	7,788	$	4,592,978	$	(2,322,256	)	$	2,270,722		0.87	%	(2,526	)	$	1,855,318	$	(5,811,158	)	$	(3,955,840	)	-1.51	%	$	(1,685,118	)	-0.64	%

No individual contract’s unrealized profit or loss comprised greater than 5% of the Partnership’s capital as of December 31, 2012.

18

The following table represents the Partnership’s investment in each Non-Consolidated LLC and relevant financial information of the Non-Consolidated LLCs as of and for the periods indicated through June 30, 2013 and December 31, 2012, respectively:

June 30, 2013

	Partnership’s		Partnership’s		Partnership’s investment %
Non-Consolidated LLC	Fair Value		Cost		of Non-Consolidated LLC		Management Fee		Profit Share		Redemptions Permitted
Alamo Global Horizons, LLC	$	12,747,521	$	12,969,395	82.87	%	2	%	20	%	Monthly
Breakout Global Horizons, LLC	13,132,289		13,555,646		57.62	%	1	%	15	%	Monthly
Cambridge Global Horizons, LLC	12,633,538		16,011,433		56.09	%	2	%	20	%	Monthly
Quaker Global Horizons, LLC	13,921,342		14,765,130		60.39	%	1	%	20	%(1)	Monthly
Quantum Global Horizons, LLC	12,313,442		14,916,267		44.97	%	0	%	30	%	Monthly
Total	$	64,748,132	$	72,217,871

(1) If net contribution amount is more than $50 million, the percentage shall equal 17.5%

December 31, 2012

	Partnership’s		Partnership’s		Partnership’s investment %
Non-Consolidated LLC	Fair Value		Cost		of Non-Consolidated LLC		Management Fee		Profit Share		Redemptions Permitted
Alamo Global Horizons, LLC	$	17,559,155	$	20,116,405	76.18	%	2	%	20	%	Monthly
Breakout Global Horizons, LLC	18,966,146		23,560,266		48.24	%	1	%	15	%	Monthly
Cambridge Global Horizons, LLC	24,462,897		21,260,160		59.84	%	2	%	20	%	Monthly
Nets Global Horizons, LLC	17,110,071		22,837,847		57.54	%	2	%	17	%	Monthly
Quantum Global Horizons, LLC	21,164,490		20,640,437		47.64	%	0	%	30	%	Monthly
Total	$	99,262,759	$	108,415,115

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The trading profits (losses) of the Partnership’s derivatives by instrument type, as well as the location of those gains and losses on the Consolidated Statements of Operations for the three month periods ended June 30, 2013 and 2012 are as follows:

2013

Commodity Industry Sector	Realized Profits (Losses)			Change in Net Unrealized Profits (Losses)			Net Trading Profits (Losses)
Futures
Agriculture	$	(547,950	)	$	645,965		$	98,015
Currencies	(3,415,248		)	391,248			(3,024,000		)
Energy	(704,990		)	(283,255		)	(988,245		)
Interest rates	(2,976,700		)	(861,890		)	(3,838,590		)
Metals	577,453			(369,181		)	208,272
Stock indices	(487,235		)	(153,806		)	(641,041		)
Subtotal	(7,554,670		)	(630,919		)	(8,185,589		)
Forwards
Currencies	(155,113		)	(805,196		)	(960,309		)
Options
Agriculture	(31,303		)	36,502			5,199
Currencies	1,070,875			(77,848		)	993,027
Energy	204,661			47,556			252,217
Interest rates	1,031,483			(407,428		)	624,055
Metals	(95,677		)	972,120			876,443
Stock indices	143,870			(12,225		)	131,645
Subtotal	2,323,909			558,677			2,882,586
Total	$	(5,385,874	)	$	(877,438	)	$	(6,263,312	)

2012

Commodity Industry Sector	Realized Profits (Losses)			Change in Net Unrealized Profits (Losses)			Net Trading Profits (Losses)
Futures
Agriculture	$	(120,979	)	$	(268,888	)	$	(389,867	)
Currencies	(1,760,351		)	656,765			(1,103,586		)
Energy	(54,081		)	(337,259		)	(391,340		)
Interest rates	3,942,555			(279,944		)	3,662,611
Metals	(525,382		)	352,495			(172,887		)
Stock indices	(4,646,476		)	(84,010		)	(4,730,486		)
Subtotal	(3,164,714		)	39,159			(3,125,555		)
Forwards
Currencies	1,264,166			(569,810		)	694,356
Options
Currencies	323,312			(1,861		)	321,451
Energy	407,881			(108,246		)	299,635
Interest rates	1,195,011			116,037			1,311,048
Metals	70,288			—			70,288
Stock indices	259,692			102,377			362,069
Subtotal	2,256,184			108,307			2,364,491
Total	$	355,636		$	(422,344	)	$	(66,708	)

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The trading profits (losses) of the Partnership’s derivatives by instrument type, as well as the location of those gains and losses on the Consolidated Statements of Operations for the six month periods ended June 30, 2013 and 2012 are as follows:

2013

Commodity Industry Sector	Realized Profits (Losses)			Change in Net Unrealized Profits (Losses)			Net Trading Profits (Losses)
Futures
Agriculture	$	(1,131,254	)	$	861,230		$	(270,024	)
Currencies	(2,433,906		)	(269,778		)	(2,703,684		)
Energy	(1,436,708		)	(160,328		)	(1,597,036		)
Interest rates	(4,121,339		)	(573,079		)	(4,694,418		)
Metals	9,914			260,469			270,383
Stock indices	3,431,388			(418,914		)	3,012,474
Subtotal	(5,681,905		)	(300,400		)	(5,982,305		)
Forwards
Currencies	(4,374,243		)	1,376,639			(2,997,604		)
Options
Agriculture	(54,714		)	82,044			27,330
Currencies	1,679,370			182,553			1,861,923
Energy	517,275			(7,195		)	510,080
Interest rates	2,086,779			(379,406		)	1,707,373
Metals	(233,017		)	912,735			679,718
Stock indices	259,698			(9,574		)	250,124
Subtotal	4,255,391			781,157			5,036,548
Total	$	(5,800,757	)	$	1,857,396		$	(3,943,361	)

2012

Commodity Industry Sector	Realized Profits (Losses)			Change in Net Unrealized Profits (Losses)			Net Trading Profits (Losses)
Futures
Agriculture	$	(1,651,707	)	$	11,704		$	(1,640,003	)
Currencies	(2,991,488		)	(500,120		)	(3,491,608		)
Energy	2,687,506			(469,704		)	2,217,802
Interest rates	3,066,401			(1,527,352		)	1,539,049
Metals	(1,242,926		)	320,045			(922,881		)
Stock indices	(1,662,049		)	217,770			(1,444,279		)
Subtotal	(1,794,263		)	(1,947,657		)	(3,741,920		)
Forwards
Currencies	(2,634,490		)	(1,345,157		)	(3,979,647		)
Options
Currencies	572,753			21,078			593,831
Energy	529,452			(110,068		)	419,384
Interest rates	2,376,973			75,820			2,452,793
Metals	68,154			—			68,154
Stock indices	542,486			79,057			621,543
Subtotal	4,089,818			65,887			4,155,705
Total	$	(338,935	)	$	(3,226,927	)	$	(3,565,862	)

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5.   RELATED PARTY TRANSACTIONS

As of June 30, 2013 and December 31, 2012, $93,150,463 and $117,403,824, respectively, were invested in an affiliated BlackRock money market fund.  The Due from Non-Consolidated LLCs balance of $5,890,332 included in the Consolidated Statements of Financial Condition as of June 30, 2013 represents amounts owed to the Partnership by the Non-Consolidated LLCs for expenses paid on the Non-Consolidated LLCs’ behalf and subscriptions, redemptions and allocations of capital from the Partnership. The Due from Non-Consolidated LLCs balance of $6,049,277 included in the Consolidated Statements of Financial Condition as of December 31, 2012 represents amounts owed to the Partnership by the Non-Consolidated LLCs for expenses paid on the Non-Consolidated LLCs’ behalf and subscriptions, redemptions and allocations of capital from the Partnership.

6.   RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, FASB issued ASU 2011-11, Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”), which requires entities to disclose information about financial instructions and derivative instruments that have been offset or that subject to enforceable master netting agreements, to enable users of its financial statements to understand the effect of those arrangements on its financial statements to understand the effect of those arrangements on its financial position.  Entities are required to provide both net (offset amounts) and gross information in the notes to the financial statements for relevant assets and liabilities that are offset or subject to the arrangements.  The amendments in ASU 2011-11 are effective for interim and annual periods beginning on or after January 1, 2013, and an entity should provide the disclosures required by the amendments retrospectively for all comparable periods presented.  The adoption of additional disclosure requirements are reflected in the Partnership’s consolidated financial statements in Note 4.

In January 2013, FASB issued ASU 2013-01, Balance Sheet (Topic 210), clarifying the scope of the disclosure about Offsetting Assets and Liabilities (“ASU 2013-01”). This update clarifies that the scope of ASU 2011-11 applied to derivatives accounted for in accordance with Topic 815.  This update is in effect for interim and annual periods beginning on or after January 1, 2013, and an entity should provide the disclosures required by the amendments retrospectively for all the comparable periods presented. The adoption of additional disclosure requirements are reflected in the Partnership’s consolidated financial statements in Note 4.

In June 2013, the FASB issued ASU No. 2013-08, Financial Services — Investment Companies: Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). ASU 2013-08 amends the current criteria for an entity to qualify as an investment company, creates new disclosure requirements and amends the measurement criteria for certain interests in other investment companies. ASU 2013-08 also amends the current requirements related to qualifying for the “investment company deferral” as well as the requirements in related to qualifying for the “net asset value practical expedient”.  The amendments are effective for interim and annual reporting periods beginning after December 15, 2013.  The Partnership is currently evaluating the impact of adopting ASU 2013-08.

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7.   SUBSEQUENT EVENTS

The General Partner has evaluated the impact of all subsequent events of the Partnership through the date these consolidated financial statements were available to be issued, and has determined that there were no subsequent events requiring adjustment or additional disclosure in the consolidated financial statements, other than as described below.

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

Operational Review

Set forth below is a chart which provides the Partnership’s current Trading Advisors, the portion of the Partnership’s assets that each controlled as of June 1, 2013, the general trading focus of each such Trading Advisor, an indication as to whether each Trading Advisor’s program is discretionary or systematic, as well as the commodity pool operator (“CPO”) and investment adviser registration status of each Trading Advisor (with the Commodity Futures Trading Commission (the “CFTC”) and Securities and Exchange Commission (the “SEC”), respectively).

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Trading Advisors	Systematic / Discretionary	General Trading Focus	Allocation		CPO Registration Status	Investment Adviser Registration Status
Abraham Trading — Diversified Program*	Systematic	Long-term trend-following	6.55	%	Registered	Not Registered
Blackwater Capital Management — Diversified Program*	Systematic	Medium-term trend-following	7.25	%	Registered	Not Registered
Cantab Capital Partners — Core Macro Fund Program*	Systematic	Medium-term trend-following and mean reversion	7.50	%	Registered	Not Registered
Capital Fund Management S.A.	Systematic	Short-term trend following	9.50	%	Registered	Registered
Crabel Capital Management - Diversified Futures Program	Systematic	Short-term trend-following	7.00	%	Registered	Not Registered
G Capital Fund Management LLC - Liquid Global Macro Portfolio	Discretionary	Fundemental global macro	12.50	%	Registered	Registered
Higgs Capital Management, LLP	Discretionary	Discretionary macro	11.50	%	Not Registered	Not Registered
Ortus Capital Management Ltd — Currency Program	Systematic	Medium-term econometric	5.90	%	Registered	Registered
QMS Capital Management LP*	Systematic	Diversified financial focus	7.35	%	Registered	Not Registered
Quantitative Investment Management — Global Program*	Systematic	Short-term pattern recognition	6.50	%	Registered	Registered
Solaise Capital Management, LLP - Systematic Program	Systematic	Medium-term trend-following	7.70	%	Registered	Registered
Winton Capital — Diversified Program	Systematic	Medium-term trend-following	10.75	%	Registered	Registered

*   Currently reflected on the Partnership’s consolidated financial statements as Investments in Non-Consolidated LLCs.

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

The General Partner has, in its discretion, formed subsidiaries to hold Partnership assets allocated to a particular Trading Advisor. The purpose of these subsidiaries is to segregate the assets of the Partnership allocated to any one Trading Advisor from the other assets of the Partnership in order to seek to limit liability for trading losses by any one Trading Advisor to the assets allocated to such subsidiary. Other funds or accounts managed by BRIM or its affiliates may also allocate capital to these subsidiaries, pari passu with the Partnership, in order to consolidate investments with a Trading Advisor into a single entity. Potential benefits of aggregating investments in subsidiaries include preservation of high water marks, greater liquidity with respect to the account of the subsidiary (e.g., with respect to lock-ups), reduced fees (e.g., redemption fees) and efficiency associated with subscriptions and redemptions. The collective nature of these subsidiaries also has potential costs, risks and conflicts, particularly at times when the Partnership, other funds or accounts managed by BRIM and/or the applicable Trading Advisor(s) are experiencing sustained or high levels of redemption pressure or markets are illiquid. There is no limitation on the amount or number of such funds or accounts or the amount of their respective allocation to any such subsidiary and such allocations may be significant. There will be no segregation of liabilities between the Partnership and any other such funds or accounts that allocate assets to the same subsidiary as the Partnership. When investing in a subsidiary, no management fees or performance-based compensation will be charged to the Partnership by any subsidiary; however, such subsidiary will be charged management fees and performance-based compensation by the Trading Advisors. However, the value of the Partnership’s investments in any subsidiary will be included in the calculation and assessment of the Partnership’s Sponsor’s Fee and the Partnership will pay its pro rata portion of such subsidiary’s expenses, including fees and expenses of the applicable Trading Advisor. As a result, the Partnership may be subject to higher operating expenses than if the Partnership allocated capital to Trading Advisors directly.

The advisory agreements between the Partnership (or a subsidiary of the Partnership), the General Partner and each Trading Advisor govern the relationships with the Trading Advisors, each of which have been attached as exhibits to certain Partnership’s prior filings.  The principal terms of this form of advisory agreement include the management fees (the “Management Fees”), performance-based allocations (the “Profit Shares”), indemnification provisions and the term of the advisory agreement.  Set forth below are general summary descriptions of these terms as well as the minimum account maintenance level for each Trading Advisor.  As each advisory agreement is specifically negotiated with each Trading Advisor, there are certain variations within the terms of each of the advisory agreements.  As noted above, each of these advisory agreements have been attached as exhibits to certain of the Partnership’s prior filings.

Management Fees. Generally, Management Fees approximate between 0% and 2% (annualized) of the net asset value of the Partnership’s account managed by a Trading Advisor.

Profit Shares. Profit Shares generally are between 15% and 30% of the net capital appreciation in the Partnership’s account managed by a Trading Advisor for the applicable period, generally quarterly or annually, and are calculated on a cumulative high water mark basis, including realized and unrealized gains and losses from futures trading.  Each Trading Advisor must earn back any losses previously experienced by the Trading Advisor prior to any new Profit Shares being paid.  However, Profit Shares once paid to a Trading Advisor are not subject to being repaid to the Partnership from the Trading Advisor as a result of subsequent realized or unrealized losses.

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Indemnification. The advisory agreements generally provide that the Partnership (or a subsidiary of the Partnership) will indemnify the relevant Trading Advisor, its affiliates and their respective directors, officers, shareholders, employees and controlling persons for conduct undertaken as a trading advisor or otherwise relating to any action or omission of such persons (or alleged action or omission) in connection with the advisory agreements; provided that such action or omission (or alleged action or omission) does not constitute negligence (or gross negligence in some cases), misconduct or breach of the advisory agreements and was done in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Partnership.  The advisory agreements generally provide that the foregoing indemnified parties shall not be liable to the Partnership for actions or omissions within the scope of the standards set forth in the foregoing indemnities.

Term. The advisory agreements will be automatically renewed for successive year periods, on the same terms, unless terminated by either the relevant Trading Advisor or the Partnership (or a subsidiary of the Partnership). In most instances, a Trading Advisor may terminate its advisory agreement if the equity in the Partnership’s account drops below a specified minimum amount as of the close of business on any day, among other reasons.  The advisory agreements are terminable at the discretion of the General Partner.

Minimum Investment Maintenance Levels. The minimum investment maintenance levels with each Trading Advisor are as follows: Abraham Trading LP: $1,000,000; Blackwater Capital Management LLC: $1,000,000; Cantab Capital Partners LLP: $25,000,000; Capital Fund Management S.A.: $50,000,000; Crabel Capital Management LLC: $1,000,000; G Capital Fund Management LLC: $25,000,000; Higgs Capital Management LLP: $10,000,000; Ortus Capital Management Ltd.: $20,000,000; Quantitative Investment Management-Global Program: none; Solaise Capital Management LLP: $10,000,000; QMS Capital Management LP: $20,000,000 and Winton Capital Management Limited: $1,000,000.  A failure to maintain the minimum investment maintenance level does not result in an automatic termination of the agreement with the Trading Advisor, rather it permits the Trading Advisor to terminate the advisory agreement.

Performance Summary and Net Asset Value Per Unit

MONTH-END NET ASSET VALUE PER SERIES F UNIT

	Jan.		Feb.		Mar.		Apr.		May		Jun.
2012	$	251.39	$	249.47	$	242.48	$	242.36	$	252.68	$	242.35
2013	$	230.35	$	227.16	$	227.07	$	228.51	$	219.45	$	213.44

Set forth below is a list of the trading profit (loss) from each of the different Trading Advisors as measured at June 30, 2013, and 2012, which excludes the Partnership’s proportionate share of the operations of its investments in the Non-Consolidated LLCs, which includes income and expenses.

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2013

Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)
Capital Fund Management S.A.	$	(709,836	)	$	492,817		$	(57,675	)	$	(274,694	)
Crabel Capital Management LLC	(498,220		)	(364,542		)	(277,571		)	(1,140,333		)
G Capital Fund Management LLC	(182,778		)	(921,591		)	(53,491		)	(1,157,860		)
Higgs Capital Management LLP	(375,770		)	749,764			(63,591		)	310,403
Ortus Capital Management Ltd.	(4,724,103		)	2,066,040			—			(2,658,063		)
Solaise Capital Management LLP	(493,599		)	(23,634		)	(30,080		)	(547,313		)
Winton Capital Management Limited	1,183,549			(141,458		)	(10,489		)	1,031,602
Total	$	(5,800,757	)	$	1,857,396		$	(492,897	)	$	(4,436,258	)

The weighted average Management Fee rate of the Trading Advisors based on allocations as of June 30, 2013 was 1.39% and the weighted average Profit Share was 21%. The range of Management Fees as of June 30, 2013 was 0% to 2% (annualized) and the range of Profit Shares was 15% to 30%.

2012

Trading Advisors	Realized			Change in Unrealized			Brokerage Commissions and Clearing Costs			Total Trading Profit (Losses)
Boronia Capital PTY Ltd	$	417,405		$	(316,482	)	$	(254,484	)	$	(153,561	)
Capital Fund Management S.A.	(3,045,253		)	415,449			(75,543		)	(2,705,347		)
Crabel Capital Management LLC	2,090,919			(981,220		)	(125,280		)	984,419
G Capital Fund Management LLC	1,815,122			261,962			(40,619		)	2,036,465
Mapleridge Capital Corporation	347,453			(82,584		)	(43,947		)	220,922
Ortus Capital Management Ltd.	(1,557,643		)	(682,651		)	—			(2,240,294		)
Solaise Capital Management LLP	(27,279		)	(478,097		)	(39,803		)	(545,179		)
Winton Capital Management Limited	(379,659		)	(1,363,304		)	(24,513		)	(1,767,476		)
Total	$	(338,935	)	$	(3,226,927	)	$	(604,189	)	$	(4,170,051	)

The weighted average Management Fee rate of the Trading Advisors based on allocations as of June 30, 2012 was 1.43% and the weighted average Profit Share was 21%. The range of Management Fees as of June 30, 2012 was 0% to 2.5% (annualized) and the range of Profit Shares was 15% to 30%.

Performance Summary - Results of Trading

January 1, 2013 to June 30, 2013

January 1, 2013 to March 31, 2013

The first quarter of 2013 started strong for most markets, as improving U.S. economic data and aggressive economic actions in Japan helped investors shake off the broader political dramas in the U.S. and Europe. In early January, U.S. policymakers appeared to find enough middle ground to prevent a fiscal “hard stop” to the economy, though ideological divides within Congress continue to encourage future policy uncertainty. Meanwhile, Japan’s policymakers promoted an aggressive challenge to its long-deflated economy, resulting in material declines in the yen against most major currencies, and broad market rallies.  In early April, the Bank of Japan followed through on its earlier rhetoric, announcing a new quantitative easing program that targets a near-doubling of Japan’s money supply.

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European developments were grimmer. Economic data remained weak throughout the Eurozone, with unemployment rising through February and real fourth quarter Gross Domestic Product (“GDP”) declining, according to the European Central Bank (“ECB”). Furthermore, when European monetary authorities balked at a full bailout for insolvent Cypriot banks, Cyprus responded by implementing a “bail-in” (effectively a 40% tax on all deposits at Cyprus banks over €100,000), a two-week bank holiday and strict capital controls to prevent bank runs. These controversial measures instilled little investor confidence, and served as a reminder of ongoing regional challenges.

Foreign exchange strategies were generally additive to Partnership performance for the quarter. The Japanese yen weakened as Prime Minister Abe aggressively advocated further monetary easing, placing pressure on the Bank of Japan to implement a substantial quantitative easing program. Further, the U.S. dollar continued to strengthen on the back of successful quantitative easing implementation and eased inflation fears stemming from comments from the U.S. Federal Reserve (the “Fed”). The euro struggled late in the quarter against the U.S. dollar and most developed Asian currencies on uncertainty around the banking crisis that unfolded in Cyprus, reigniting familiar concerns about the instability of the European Union.

Equity trading was somewhat mixed for most of the quarter, but late-period gains helped the strategy add to overall performance. U.S. equity indices drove significant positive returns in March. U.S. equity markets continued their strong performance in 2013 with optimism returning to markets despite tepid International Monetary Fund estimates for annual U.S. GDP growth. European equities were volatile over the period on increased political concerns, seeing numerous swings that benefited mean reversion models, but frustrated momentum approaches. Short Asian equity positions detracted however, with Japanese equities in particular posting strong performance.

Fixed income activity experienced varying results during the period.  Early in the quarter, bond price reversals in key markets created a difficult environment for momentum-based models, particularly in U.S. and European rates, with non-U.S. rates being the most significantly detracting sector within the fixed income portfolio. In Europe, yields declined significantly after the ECB announced the backing of bond markets; Spanish bond yields fell materially on the news. Italian bonds rallied early in February, but gave back gains late in the month as national elections spurred concerns of renewed political turmoil. In March, fallout from Cyprus caused spikes in European sovereign interest rates with investors moving to safety assets in the form of U.S. Treasuries. Ten-year U.S. Treasury interest rates spiked in early March to around 2.1%, but after the events in Cyprus rates substantially retreated to below 1.8% at month-end.

Metal holdings were mixed for the quarter. Gold prices were initially trendless amid somewhat volatile trading, but fell sharply in February as investors demonstrated a flight from quality amid domestic and global growth. Along much of the same theme, short positions in industrial metals lost ground as prices generally appreciated mid-quarter, but regained some performance as prices later slumped on rising production and fears of deceleration in China.

Agricultural holdings detracted for the most part, particularly hurting momentum-based Trading Advisors given several reversals in a number of commodities. Broader agricultural prices were generally up on increased estimates of global demand and drought-reduced stockpiles in January, initially hurting core short positions. As Trading Advisors shifted to a longer net exposure later in the quarter, several key commodities saw declines, including corn prices, which fell on increased planting; soybeans, which fell on news of increased stockpiles; and wheat, which declined as Midwest storms eased ongoing fears of drought. Momentum Trading Advisors in these commodities were again frustrated late in the quarter, as prices slowly built-up, only to experience sharp sell-offs in the last days of the quarter.

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Energy trading was among the largest detractors for the quarter. Trading Advisors were generally positioned short early in the quarter, but much of the energy complex, including crude oil and natural gas, saw price growth on continued global growth and inventory declines. As Trading Advisors shifted their exposures, prices declined - crude oil positions were hit especially hard in February and March amid rising oil supplies and news that U.S. output reached 20-year highs.

April 1, 2013 to June 30, 2013

The second quarter of 2013 featured a challenging market environment for most directional Trading Advisors. Within the U.S., economic improvement has become more apparent, and as a result, investors have become increasingly anxious over the potential for the Fed to reverse course in its $85 billion/month asset-purchasing program. Late in the quarter, Fed Chairman Ben Bernanke alluded to intentions to begin tapering the central bank’s purchases at some point over the next several quarters if the economy continues to improve as expected. As a result of the announcement, stocks sold-off (offsetting much of early-quarter gains) and market interest rates saw notable climbs.

Japanese markets continued to closely follow the progress of the Bank of Japan’s aggressive policy initiatives, with a rapidly weakening yen and a strengthening stock market fueled by a commitment to expand its monetary base, open up trade and overhaul uncompetitive industries, as well institute structural reforms.  Details on the last of these initiatives, structural reforms, were received poorly by the markets in early June, driving unwinds that drove sharp corrections in equities and the yen. Events in Europe were relatively quiet in comparison. A lack of emergent financial crises provided European authorities with some breathing room to further develop policy, but economic, political and structural challenges remain significant for promoting substantially greater stability in the region.

Foreign exchange holdings were a significant detractor from the Partnership’s performance during the quarter. Early in the period, exposure to the U.S. dollar declined against several major currencies, as the Fed failed to indicate any near-term end to its quantitative easing (“QE”) program. The continuation of the Japanese government’s strong pro-growth “Abenomics” policies also drove the yen to recent lows. However, later in the quarter, accumulated momentum-based long holdings in the Indian rupee, British pound and the euro added to losses as the U.S. dollar reversed and substantially strengthened on news of the potential tapering of the Fed’s open-ended QE program, and short yen holdings lost ground as new structural reform policy initiatives were poorly received by investors.

Results driven by fixed income activity was volatile, but ultimately detracted over the course of the quarter. The strategy was one of the largest winners early in the quarter. Gains from long U.S. based fixed income exposures were driven by expectations of a potentially extended QE regime, as the 10-year Treasury moved to near lows for the year. However, those gains were generally offset later in the period, hampered by initial remarks from the Fed regarding a potential “tapering” of its $85 billion in monthly bond purchases, which caused 10-year Treasury yields to jump from 1.65% at the beginning of May to above 2.5% by the end of June. Reversals in select Japanese and European fixed income markets also proved to be challenging for momentum-based Trading Advisors during the quarter.

Performance in the agricultural sector also varied substantially over the second quarter. Short exposure to select grain commodities drove the majority of early period losses, as grain prices rallied on cold, dry weather in the mid-western U.S. that damaged a substantial amount of U.S. grain crops, and as corn prices rose on a rapidly depleting 2012 inventory. Gains in May helped to mitigate some of these early losses, helped in part by soybeans that had their largest price rally since March driven by increased demand from China, as well as falling lumber prices, which had its largest decline in 17 months as U.S.

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lumber mills increased output while at the same time stockpiles of lumber rose. Late-quarter returns were largely mixed, with reversing prices in soybeans offsetting advances from coffee and wheat.

Equity-based holdings generated mixed results. April gains were helped by momentum in European and Asian indices, while developing and U.S. markets detracted slightly. The S&P 500 Index reached an all-time high as U.S. economic data continue to produce promising economic numbers, and European markets rose nearly 6% on expectations of accommodative policy from the ECB and waning uncertainty related to Cyprus. The Nikkei 225 continued the strong year-to-date run, finishing the month up over 10%. Mid-quarter, however, sharp reversals in Japanese stock indices were a driver of losses in the second half of May. Similarly, early S&P 500 Index gains in May erased by a sell-off near the end of the month, drove losses for momentum-based Trading Advisors. Losses continued at the end of the quarter, most prominently affected by holdings in the German DAX, the S&P 500, and the Hang Seng indices.

Returns from the Partnership’s energy holdings were modestly positive for the period. The energy strategy produced gains for certain Trading Advisors in April as fuel prices continued to be negatively affected by increasing inventories driven by the U.S. oil and shale gas revolution, as well as a major U.S. refinery that temporarily closed, leading to an additional crude stockpile buildup. These gains were mitigated somewhat later in the quarter, particularly in long positions in refined oil and West Texas Intermediate in response to China’s manufacturing numbers unexpectedly contracting for the first time in seven months, as well as from a growing divergence between West Texas Intermediate crude oil and Brent crude oil.

Physical metals were generally the largest positive contributor for the Partnership, with short positions in precious and base metal sub-sectors both generally providing gains. Zinc, copper, and aluminum initially led industrial metal losers as expectations of GDP growth in China softened. Gold prices decreased throughout the quarter, with prices seeing sharp drops in April and June. Copper prices also saw substantial declines throughout the quarter due to decreased demand from Chinese manufacturers, a trend that has been in place since early 2013.

January 1, 2012 to June 30, 2012

January 1, 2012 to March 31, 2012

Partnership performance was generally negative for the quarter, led primarily by losses from fixed income and currency strategies. Long equity positions were among the strongest contributors with strong risk-on sentiment driving higher valuation for risky assets, though few Trading Advisors were positioned for this move at the beginning of the year. Across most strategies, volatile prices with little overall directionality made it difficult to capture trends that are important for momentum-based models, leading to mixed results for many other strategies. Overall, the first quarter appeared to be an inflection point for how Trading Advisors were positioning their portfolios, with many Trading Advisors shifting out of exposures that had dominated their portfolios last year, such as long Treasury positions.

Fixed income holdings benefited early in the quarter from yield curve trades in the U.S. and Europe as the market worked to re-price securities given rate reductions by the ECB and the Fed announcements that anchored low rate expectations for the foreseeable future. In January, the portfolio experienced moderate gains from long-biased positions in 10-year U.S. Treasuries and exposure to 10-year German bunds. However, as investors moved money out of risk-free sovereigns to riskier segments of the market, long biases to Treasuries and German bunds dragged on performance.

Currency-based strategies also had a significant impact on Partnership performance. The Australian dollar also exhibited several steady weeks of strengthening in January and February after positive economic data added to speculation that Australia’s Reserve Bank would maintain one of the highest

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interest rates among developed countries. However, long holdings in the Australian dollar versus the U.S. dollar were the largest detractor for March as the currency lost steam, impacted by high oil prices and signs of weaker Chinese economic activity. Elsewhere, early gains from positions in the Turkish lira and Australian dollar against the U.S. dollar were offset by late period losses in the Japanese yen and a range-bound New Zealand dollar.

Equity index activity was generally positive. While the portfolio reaped gains from U.S. index holdings (such as the NASDAQ and S&P 500), these gains were diluted in part by mixed performance from a number of foreign equity future markets. Positive investor sentiment drove appreciation in long exposures to major U.S. indices for most of the quarter, with further contributions from positions in the German DAX Index and the DJ Eurostoxx Index. However, modest losses were spread out across other foreign indices, with larger detractors including exposures to the FTSE 100 and Hang Seng indices.

Performance within the energy sector was uneven over the period, but finished positive for most Trading Advisors. The portfolio experienced January losses from falling Brent crude and WTI oil prices, but tensions in the Middle East grew over concerns of Iranian nuclear development in February, causing oil commodity prices to spike. Short natural gas positions added to these gains as prices continued to decline sharply over the period, breaking through their 52-week low at quarter-end. At the end of March, the portfolio was positioned long the energy complex, with the exception of natural gas.

Agricultural holdings were mixed for the period. Orange juice futures climbed to an all-time high on worries over poor January weather in Florida, and a clampdown on Brazilian oranges prevailed as U.S. regulators discovered small amounts of a banned fungicide on recent imports.  Later period gains from short cattle and hog exposures also positively impacted performance. Cattle prices continued their steady decline on news of growing herd inventory. Strategy losses were generally driven by grains exposure, such as wheat and corn. While the portfolio had evolved to a net short position by the end of the month, wheat prices spiked over 7% on news of a month-end crop report, after bottoming out to a 2012 low on March 29.

Metals exposure also offered mixed results. Losses were predominantly attributed to long holdings in base metals, with the largest losses taking place in aluminum and copper. The Australian Bureau of Resources and Energy Economics suggested that the price of aluminum may slip this year as weaker global economic growth curbs demand, and investors more broadly worried that China faces a potential economic slowdown, fueling selling pressure for several industrial metals. The Partnership earned modest gains in gold, which remains its largest exposure. Gold prices benefited as the Fed pushed back its guidance for the timing of the first hike in the Federal Funds rate, but sold off in March in part due to anticipation that the Fed would not immediately pursue a third major quantitative easing effort.

April 1, 2012 — June 2012

The Partnership’s performance was mixed across strategies during the second quarter, aggregating into slightly negative performance. Overall, many of our Trading Advisors perceive a wide potential distribution of outcomes where downside is driven by the potential for headline risks such as a collapse of the Eurozone or a double-dip recession in the U.S., and an upside driven by, for example, a comprehensive rescue plan in Europe. Thus investors remain skittish as incoming news favors one extreme or another, resulting in a market that rapidly fluctuates between risk-taking and caution. Amidst this backdrop, price reversals and shifting investor moods were common throughout the period, creating a volatile backdrop that challenged both fundamental macro-based and technical momentum-based models.

Foreign exchange activity was among the top detracting strategies for the period. Early in the quarter, losses were attributable to short Japanese yen/short U.S. dollar exposures as the yen strengthened on news that the Bank of Japan refrained from further monetary actions to stimulate economic growth. Also, large short euro exposures, which benefited in May from a deteriorating outlook in Europe, absorbed sharp losses in late June after European leaders took action to bolster confidence in Spain and its banking system. Meanwhile, long positions in the Turkish lira helped to offset overall losses, gaining on news that Turkey’s central bank committed to lowered inflation targets by mid-2013.

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Performance within the energy sector was also uneven over the course of the quarter, resulting in slight losses. Short exposure to West Texas Intermediate benefited from sharp drops in oil prices driven by news of a slowing global economy and building inventory levels, but gains were watered down in part by losses in Brent crude and mixed returns from long gasoil exposures.

Equity index trading had more varied performance during the quarter, with early gains balanced by losses in June. Broadly speaking, global equity markets experienced slight losses in April, followed by a stronger sell-off in May, and a partial recovery in June in which Trading Advisors experienced most gains in the final few trading days. U.S. markets were particularly profitable in general, with gains consistently registered from exposure to the S&P 500 Index.  Japanese markets were another story, however, as Trading Advisors found themselves on the wrong side of positions in the Nikkei 225 and the TOPIX Index throughout the quarter.

Falling prices for gold played a prominent role early in the metals sector. After an initial sell-off in the first few days of April, early short positioning in the precious metal started Trading Advisors on the wrong foot as gold prices drifted upwards in April. A steep decline in early May proved to be profitable, however, for the rest of the quarter, large fluctuations proved to be difficult for Trading Advisors to trade around. Short positions in industrial metals, such as aluminum and copper, benefited performance as base metals sold off on eroding industrial demand in China and Europe.

Long agricultural positions in U.S.-focused crops appreciated as supplies for soybeans and corn looked to be constrained by extreme drought conditions that were developing in the latter part of the period in select parts of South America and much of the U.S. Midwest.  Unfortunately, some Trading Advisors were positioned short in corn, encouraged by strong negative momentum in May from early USDA projections of outsized domestic inventories — positions that generated losses as crop conditions deteriorated in June. Meanwhile, cattle holdings contributed gains early in the period, and coffee and cotton positions were profitable for the quarter.

Fixed income trading was the strongest contributor to performance. Core long positions in flight-to-safety assets such as 10-year U.S. Treasuries, German bunds and U.K. Gilts experienced robust gains in April and May, reaching near-record prices as investors sought financial shelter from developments in Europe. However, gains were moderated somewhat in June as investor fears calmed and sovereign prices reversed as capital flowed back into riskier segments of the marketplace.

Performance Summary — Factors Affecting Interest Income and Expenses

Cash held in accounts at the Clearing Brokers and The Bank of New York Mellon earns interest on all such assets which are not used for trading.  For the periods presented subsequent to May 1, 2011, all dollar amounts for interest income and expenses exclude those indirectly related to the Partnership’s investments in Non-Consolidated LLCs.  However, each Non-Consolidated LLC has similar interest income and expense arrangements as the Partnership overall.  The decreased level of interest rates in 2013 in the U.S. negatively impacted interest income revenues. The Partnership estimates that approximately 89% of its assets are earning interest.  For the six and three months ended June 30, 2013, the Partnership earned $52,510 and $19,959, respectively, in interest income, or approximately 0.02% and 0.01%, respectively, of the Partnership’s average month-end net assets.  For the six and three months ended June 30, 2012, the Partnership earned $119,358 and $59,731, respectively, in interest income, or approximately 0.03% and 0.02% of the Partnership’s average month-end assets.  The average interest rates for the six and three months ended June 30, 2013 were 0.05% and 0.04% respectively.  The average interest rates for the six and three months ended June 30, 2012 were 0.10% and 0.11% respectively.

The overall expenses of the Partnership (excluding Profit Shares) generally vary with changes in net assets.  As such, expenses that vary with net assets are lower as of June 30, 2013 when compared to the six months ended June 30, 2012.  For the six months ended June 30, 2013, distribution fees, Trading Advisors’ management fees and Sponsor fees decreased approximately 31%, when compared to the six

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months ended June 30, 2012.  Profit Shares decreased for the six months ended June 30, 2013, when compared to the six months ended June 30, 2012 primarily due to the Partnership’s lower profitability and also less profitable Trading Advisors.

The distribution fee is paid to the General Partner, who will then pay the distribution fee to the third-party selling agents, if any. Such selling agents in turn may use cash funds to compensate financial advisors and/or to cover the costs of supporting client accounts within the third party organization. If there are no payments to third-party selling agents with respect to a particular investor, the distribution fee will be returned by the General Partner or paid to an affiliate. Management fees are paid to the Trading Advisors. Sponsor fees are paid to the General Partner.

Liquidity; Capital Resources

The Partnership may borrow 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.  Any borrowings would be at a prevailing short-term rate in the relevant currency.  There have been no borrowings to date.

A significant portion of the Partnership’s assets are currently 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.  Inflation in commodity prices could also generate price movements.

With respect to assets allocated primarily to managed accounts rather than Portfolio Funds, except in unusual circumstances, the Partnership should be able to close out of its open trading positions and liquidate its securities holdings quickly and at market prices.  This should permit a Trading Advisor to seek to limit losses as well as reduce market exposure on short notice should its strategies indicate doing so.  In addition, because there generally is a readily available market value for the Partnership’s positions and assets not allocated to Portfolio Funds, payment of redemption proceeds from the Partnership will generally be made approximately ten days following the Redemption Date, although there can be no assurance as to the timing of such payments.

Although the Partnership has not done so to date, the Partnership may allocate assets to Portfolio Funds which typically are subject to redemption restrictions which may include advance written notice for redemptions, monthly or quarterly redemptions and such Portfolio Fund’s ability to limit or suspend redemptions. Certain Trading Advisors accounts may also require advance notice to liquidate positions.  In those instances in which such notice is required by a Trading Advisor, the notice period does not exceed 90 days.

Most U.S. exchanges (but generally not foreign exchanges, or banks, or broker-dealer firms in the case of foreign currency forward contracts) limit, by regulation, the amount of fluctuation limits. The daily limits establish the maximum amount the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the trading session.  Once the “daily limit” has been reached in a particular commodity, no trades may be made at a price beyond the limit.  Positions in the commodity can then be taken or liquidated only if traders are willing to effect trades at or within the limit during the period for trading on such day.  Because the “daily limit” rule only governs price movement for a particular trading day, it does not limit losses.  The rule may, in fact, substantially increase losses because it may prevent the liquidation of unfavorable positions.  Futures prices have occasionally moved the daily limit for several consecutive trading days, and thereby prevented prompt liquidation of futures positions on one side of the market, subjecting those futures traders involved to substantial losses.

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Liquidity will be of concern to the Partnership primarily in that the futures markets in which the Trading Advisors take positions may have periods in which illiquidity makes it impossible or economically undesirable to execute trades which its respective trading strategy would otherwise suggest.  Other than in respect of the functioning of the markets in which it trades, liquidity will be of little relevance.

The Partnership has not made any investments in Portfolio Funds to date so it has not had to raise funds from Portfolio Funds.  Instead, the Partnership pays its redemptions with the cash held in its various operating accounts.  Due to the nature of its futures trading, the Partnership has significant amounts of cash available to it.  When it needs to fund redemptions, the General Partner anticipates that it will adjust the net assets allocated to the Partnership’s various Trading Advisors as appropriate based upon its asset allocation process. The individual Trading Advisors decide which trading positions to liquidate in the accounts they manage, when necessary.  To date the Partnership has been able to satisfy all of its redemption requests in a timely manner, although no assurances can be given that it will be able to do so in the future.

There were no material commitments for capital expenditures as of June 30, 2013, the end of the most recent reporting period.

Off-Balance Sheet Arrangements

The Partnership does not engage in off-balance sheet arrangements with other entities and has not utilized, nor does it expect to utilize in the future, special purpose entities to facilitate off-balance sheet financing arrangements and has no loan guarantee arrangements.

Contractual Obligations

The Partnership does not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources.  The Partnership’s sole business is trading futures, forward and option contracts, both long and short.  The Partnership may also engage in trading derivatives.  The Partnership’s financial statements present the Condensed Consolidated Schedules of Investments setting forth net unrealized profit (loss) of the Partnership’s open futures, forward and options contracts at June 30, 2013.

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Item 3.   Quantitative and Qualitative Disclosures About 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 statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act  and Section 21E of the Exchange Act).  All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

The Partnership’s risk exposure in the various market sectors traded by the Trading Advisors 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 flows (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.  Maintenance margin levels are established by dealers and exchanges using historical price studies, as well as an assessment of current market volatility 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.

The fair value of the Partnership’s futures and forward positions does not have any optionality component. However, certain of the Trading Advisors trade commodity options.  The Value at Risk associated with options is reflected in the following table as the margin requirement attributable to the instrument underlying each option.

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

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

The measurement of the Partnership’s Trading Value at Risk is based upon the margin requirements imposed upon the Partnership for the positions it maintains across the various market sectors it invests in, which are calculated for each of its clearing accounts. The Partnership’s margin requirements are then allocated across the various market sectors disclosed in the table based upon the relative size of the positions held in each sector. The Partnership’s disclosure does not attempt to reduce this exposure based upon any assumptions on the correlation of positions held across the different clearing accounts to each other. 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 quarterly periods ended June 30, 2013 and June 30, 2012.  During these periods, the Partnership’s average capitalization, excluding the Partnership’s investments in the Non-Consolidated LLCs, were $149,388,333 and $218,781,250 respectively.

	As of June 30, 2013
	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk
Agriculture	$	208,744	0.14	%	$	316,294	$	97,130
Currencies	2,142,240		1.43	%	2,896,837		1,187,094
Energy	170,896		0.11	%	329,010		74,353
Interest rates	13,408,434		8.98	%	15,677,879		10,400,674
Metals	56,417		0.04	%	98,466		15,313
Stock indices	671,771		0.45	%	776,157		491,592
TOTAL	$	16,658,502	11.15	%	$	20,094,643	$	12,266,156

	As of June 30, 2012
	Average		% of Average		Highest Value		Lowest Value
Market Sector	Value at Risk		Capitalization		At Risk		At Risk
Agriculture	$	86,040	0.04	%	$	111,538	$	35,396
Currencies	1,711,002		0.78	%	2,291,162		1,121,991
Energy	219,326		0.10	%	305,967		49,624
Interest rates	15,867,410		7.25	%	17,788,512		13,031,234
Metals	161,093		0.07	%	340,467		15,683
Stock indices	473,740		0.22	%	848,034		271,099
TOTAL	$	18,518,611	8.46	%	$	21,685,680	$	14,525,027

Average, Highest and Lowest Value at Risk amounts relate to the average, highest and lowest month-end amounts for each month-end during the period. The Percentage of Average Capitalization is the average of the Partnership’s capitalization at the end of each calendar month during the period.

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Item 4. Controls and Procedures

The General Partner, with the participation of the Partnership’s President as principal executive officer of the Partnership (“President”) and the Chief Financial Officer, 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 period which ended June 30, 2013, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective.  Additionally, there were no significant changes in the General Partner’s internal controls with respect to the Partnership over financial reporting which materially affect such internal controls.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Partnership’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II - OTHER INFORMATION

Item 1.Legal Proceedings

None.

Item 1A.Risk Factors

No material changes.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

(a)The table below represents the units issued to accredited investors pursuant to Regulation D and Section 4(2) under the Securities Act.

SERIES A

	Subscription
	Amount		Units	NAV
Apr-13	$	359,000	381,834	$	0.9402
May-13	406,000		429,085	0.9462
Jun-13	130,000		143,061	0.9087

SERIES I

	Subscription
	Amount		Units	NAV
Apr-13	$	—	—	$	1.1743
May-13	—		—	1.1844
Jun-13	—		—	1.1410

(b) None.

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(c) Limited Partners may redeem their Units at the end of each calendar month at the then current month-end Net Asset Value per Unit.  The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed.

The following table summarizes the redemptions by Limited Partners during the second calendar quarter of 2013:

Series F

		Redemption Date		Redemption
Month	Units Redeemed	NAV Per Unit		Amount
April 30, 2013	973	$	228.51	$	222,340
May 31, 2013	2,043	219.45		448,336
June 30, 2013	651	213.44		138,949
Total	3,667			$	809,625

Series A

		Redemption Date		Redemption
Month	Units Redeemed	NAV Per Unit		Amount
April 30, 2013	9,531,617	$	0.9462	$	9,018,816
May 31, 2013	10,810,079	0.9087		9,823,119
June 30, 2013	17,926,991	0.8838		15,843,877
Total	38,268,687			$	34,685,812

Series G

		Redemption Date		Redemption
Month	Units Redeemed	NAV Per Unit		Amount
April 30, 2013	535,903	$	0.9897	$	530,383
May 31, 2013	800,498	0.9505		760,873
June 30, 2013	234,770	0.9244		217,021
Total	1,571,171			$	1,508,277

Series I

		Redemption Date		Redemption
Month	Units Redeemed	NAV Per Unit		Amount
April 30, 2013	8,248	$	1.1844	$	9,769
May 31, 2013	—	1.1410		—
June 30, 2013	16,000	1.1127		17,803
Total	24,248			$	27,572

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Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosure

Not Applicable.

Item 5.Other Information

None.

Item 6.                     �� Exhibits

(a) Exhibits

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

31.01 and
31.02	Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 31.01
and 31.02:	Are filed herewith.
32.01 and
32.02	Section 1350 Certifications
Exhibit 32.01
and 32.02	Are filed herewith.
101	The financial information from the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 formatted in Extensible Business Reporting Language (XBRL), include: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Financial Condition, and (iii) related notes (furnished herewith).

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SIGNATURES

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

	BLACKROCK GLOBAL HORIZONS I L.P.
	By: BLACKROCK INVESTMENT MANAGEMENT, LLC
	(General Partner)
Date: August 9, 2013	By	/s/ EDWARD RZESZOWSKI
		Edward Rzeszowski
		President
		(Principal Executive Officer)
Date: August 9, 2013	By	/s/ MICHAEL L. PUNGELLO
		Michael L. Pungello
		Chief Financial Officer
		(Chief Financial Officer)

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