<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    Form 10-Q

(Mark One)

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2001

                                       OR

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

      For the Transition Period From _________________ To _________________

                         COMMISSION FILE NUMBER: 0-23950

                      THE FULCRUM FUND LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

              CONNECTICUT                             06-1456461
    (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)               Identification Number)

       Two American Lane, P.O. Box 5150, Greenwich, Connecticut 06831-8150
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (203) 861-1000

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
                                       ---     ---


<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                        QUARTER ENDED SEPTEMBER 30, 2001
                                      INDEX

                                                                            PAGE

PART I -   FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Statements of Financial Condition as of September 30, 2001
           (unaudited) and December 31, 2000 (audited)                         3

           Statements of Operations for the Three and Nine Months Ended
           September 30, 2001 and 2000 (unaudited)                             4

           Statements of Changes in Partners' Capital (Net Asset Value)
           for the Nine Months Ended September 30, 2001 and 2000 (unaudited)   5

           Notes to Financial Statements (unaudited)                           6

  Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                              12

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk         15

PART II -  OTHER INFORMATION

  Item 2.  Changes in Securities and Use of Proceeds                          15

  Item 6.  Exhibits and Reports on Form 8-K                                   16

SIGNATURES                                                                    17



                                      -2-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                        STATEMENTS OF FINANCIAL CONDITION
         September 30, 2001 (Unaudited) and December 31, 2000 (Audited)


<TABLE>
<CAPTION>
                                                September 30,       December 31,
                                                   2001                2000
                                               -------------       ------------
<S>                                            <C>                 <C>
ASSETS
    Equity in broker trading accounts
       Cash                                       $ 9,220,072        $14,619,061
       Option premiums paid                           912,930                  0
       Unrealized gain on open contracts            4,934,955          4,921,853
                                                  -----------        -----------

              Deposits with broker                 15,067,957         19,540,914

    Cash and cash equivalents                       2,585,433            462,653
    Fixed income securities (cost, including
       accrued interest, - $0 and $3,652,487)               0          3,731,704
    Subscriptions receivable                            6,236             30,337
                                                  -----------        -----------

              Total assets                        $17,659,626        $23,765,608
                                                  ===========        ===========

LIABILITIES
    Accounts payable                              $    29,405        $    57,310
    Commissions and other trading fees
      on open contracts                                30,125             35,355
    General Partner offering fee                       43,338            102,107
    Advisor management fees                            44,486            107,359
    Advisor incentive fees                                  0            462,919
    Redemptions payable                               387,690            842,003
                                                  -----------        -----------

              Total liabilities                       535,044          1,607,053
                                                  -----------        -----------

PARTNERS' CAPITAL (NET ASSET VALUE)
    General Partner - 184.7556 and 204.7556
       units outstanding at September 30, 2001
       and December 31, 2000                          179,959            234,496
    Limited Partners - 17,396.2159 and
       19,143.4771 units outstanding at
       September 30, 2001 and December 31, 2000    16,944,623         21,924,059
                                                  -----------        -----------

              Total partners' capital
                 (Net Asset Value)                 17,124,582         22,158,555
                                                  -----------        -----------

                                                  $17,659,626        $23,765,608
                                                  ===========        ===========
</TABLE>


                             See accompanying notes.


                                      -3-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
           For the Three Months Ended September 30, 2001 and 2000 and
              For the Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                        Three Months Ended                  Nine Months Ended
                                                           September 30,                      September 30,
                                                      2001              2000              2001              2000
                                                  ------------      ------------      ------------      ------------
<S>                                               <C>               <C>               <C>               <C>
INCOME
    Commodity trading gains (losses)
       Realized                                   $ (8,217,608)     $ (1,353,259)     $ (1,518,930)     $(13,102,449)
       Change in unrealized                          3,891,635           793,270            13,102           227,976
                                                  ------------      ------------      ------------      ------------
              (Loss) from commodity trading         (4,325,973)         (559,989)       (1,505,828)      (12,874,473)
                                                  ------------      ------------      ------------      ------------
    Fixed income securities gains (losses)
       Realized                                              0           (50,395)          144,157          (150,040)
       Change in unrealized                                  0           114,421           (79,217)          202,670
                                                  ------------      ------------      ------------      ------------
              Gain from fixed income
                 securities                                  0            64,026            64,940            52,630
                                                  ------------      ------------      ------------      ------------
    Interest income                                    101,759           459,924           412,686         1,668,044
                                                  ------------      ------------      ------------      ------------
              Total (loss)                          (4,224,214)          (36,039)       (1,028,202)      (11,153,799)
                                                  ------------      ------------      ------------      ------------
EXPENSES
    Brokerage commissions                              179,270         1,521,859           581,417         4,162,513
    General Partner offering fee                       148,451           258,415           470,324         1,037,129
    Advisor management fees                            140,790           151,564           469,487           596,964
    Advisor incentive fees                                   0                 0           424,094                 0
    Operating expenses                                  60,522            60,556           114,361           196,342
                                                  ------------      ------------      ------------      ------------
              Total expenses                           529,033         1,992,394         2,059,683         5,992,948
                                                  ------------      ------------      ------------      ------------
              NET (LOSS)                          $ (4,753,247)     $ (2,028,433)     $ (3,087,885)     $(17,146,747)
                                                  ============      ============      ============      ============
A UNITS
    NET (LOSS) PER A UNIT
       (based on weighted average number of
       A Units outstanding during the period)                       $     (68.59)                       $    (536.71)
                                                                    ============                        ============
    (DECREASE) IN NET ASSET VALUE
       PER A UNIT                                                   $     (76.87)                       $    (558.85)
                                                                    ============                        ============
B UNITS
    NET (LOSS) PER B UNIT
       (based on weighted average number of
       B Units outstanding during the period)                       $     (66.56)                       $    (553.22)
                                                                    ============                        ============
    (DECREASE) IN NET ASSET VALUE
       PER B UNIT                                                   $     (72.54)                       $    (530.37)
                                                                    ============                        ============
NET (LOSS) PER UNIT
    (based on weighted average number of
    Units outstanding during the period)          $    (263.41)                       $    (166.53)
                                                  ============                        ============
(DECREASE) IN NET ASSET
    VALUE PER UNIT                                $    (262.78)                       $    (171.21)
                                                  ============                        ============
</TABLE>


                             See accompanying notes.


                                      -4-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
          STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                      Partners' Capital
                                         ---------------------------------------------------------------------------------
                                               General                     Limited                        Total
                                         -------------------     --------------------------     --------------------------
                                          Units      Amount         Units          Amount          Units          Amount
                                          -----      ------         -----          ------          -----          ------
<S>                                      <C>        <C>           <C>           <C>             <C>            <C>
Nine Months Ended September 30, 2001
Balances at December 31, 2000            204.7556   $234,496      19,143.4771   $21,924,059     19,348.2327    $22,158,555
Net (loss) for the nine months
   ended September 30, 2001                          (35,246)                    (3,052,639)                    (3,087,885)
Additions                                  0.0000          0         564.6582       656,971        564.6582        656,971
Redemptions                              (20.0000)   (19,291)     (2,311.9194)   (2,583,768)    (2,331.9194)    (2,603,059)
                                         --------   --------     ------------   -----------     -----------    -----------
Balances at September 30, 2001           184.7556   $179,959      17,396.2159   $16,944,623     17,580.9715    $17,124,582
                                         ========   ========     ============   ===========     ===========    ===========
<Caption>
                                                    Net Asset Value Per Unit
                                                  ----------------------------
                                                  September 30,  December 31,
                                                      2001           2000
                                                      ----           ----
                                                  <S>            <C>
                                                    $ 974.04     $   1,145.25
                                                    ========     ============
</TABLE>


<TABLE>
<CAPTION>
                                                                  Partners' Capital
                                      -----------------------------------------------------------------------------
                                                    A Units                                  B Units
                                      ------------------------------------   --------------------------------------
                                                    General     Limited                      General     Limited
                                         Units      Partner     Partners         Units       Partner     Partners        Total
                                         -----      -------     --------         -----       -------     --------        -----
<S>                                   <C>          <C>         <C>           <C>            <C>        <C>            <C>
Nine Months Ended September 30, 2000
Balances at December 31, 1999          6,370.7262  $ 172,443   $10,081,458    24,428.4628   $ 334,048  $ 37,144,844   $ 47,732,793
Net (loss) for the nine months
   ended September 30, 2000                          (59,874)   (3,001,491)                  (129,793)  (13,955,589)   (17,146,747)
Additions                                  0.0000          0             0     5,329.1474      75,000     7,980,341      8,055,341
Redemptions                           (1,940.0167)         0    (2,537,261)   (6,938.8809)          0    (8,542,126)   (11,079,387)
                                      -----------  ---------   -----------   ------------   ---------  ------------   ------------
Balances at September 30, 2000         4,430.7095  $ 112,569   $ 4,542,706    22,818.7293   $ 279,255  $ 22,627,470   $ 27,562,000
                                      ===========  =========   ===========   ============   =========  ============   ============

<Caption>
                                                           A Units                  B Units
                                                 -------------------------- --------------------------
                                                  Net Asset Value Per Unit   Net Asset Value Per Unit
                                                 -------------------------- --------------------------
                                                 September 30, December 31,  September 30, December 31,
                                                     2000          1999          2000         1999
                                                     ----          ----          ----         ----
                                                 <S>           <C>           <C>            <C>
                                                   $1,050.68   $  1,609.53   $   1,003.86   $1,534.23
                                                   =========   ===========   ============   =========
</TABLE>

                             See accompanying notes.



                                      -5-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           A.     General Description of the Partnership

                  The Fulcrum Fund Limited Partnership (the Partnership) is a
                  Connecticut limited partnership which operates as a commodity
                  pool. The Partnership engages in the speculative trading of
                  futures contracts and options on futures contracts. It is
                  subject to the regulations of the Commodity Futures Trading
                  Commission, an agency of the United States (U.S.) government
                  which regulates most aspects of the commodity futures
                  industry; rules of the National Futures Association, an
                  industry self-regulatory organization; and the requirements of
                  commodity exchanges and Futures Commission Merchants (brokers)
                  through which the Partnership trades.

                  During 1999, the Partnership became subject to the
                  informational requirements of the Securities Exchange Act of
                  1934. Accordingly, the Partnership is subject to the
                  regulations of the Securities and Exchange Commission.

                  Investments made prior to April 30, 1997 are referred to as "A
                  Units" and investments made on or after April 30, 1997 are
                  referred to as "B Units." The initial net asset value per B
                  Unit was the net asset value per A Unit at April 30, 1997. The
                  only difference between A Units and B Units are the advisor
                  management and incentive fee rates in effect prior to November
                  1, 2000, as further described in Note 3.

                  Effective January 1, 2001, A Units and B Units were converted
                  into a single Unit utilizing the Net Asset Value per B Unit on
                  December 31, 2000 of $1,145.25. The amounts reflected in the
                  financial statements assume this conversion into a single Unit
                  occurred on December 31, 2000. Accordingly, after the
                  conversion of Units, the total number of outstanding Units at
                  December 31, 2000 was 19,348.2327.

                  On October 10, 2000, the name of the Partnership was changed
                  from The Dennis Fund Limited Partnership to The Fulcrum Fund
                  Limited Partnership.

           B.     Method of Reporting

                  The Partnership's financial statements are presented in
                  accordance with accounting principles generally accepted in
                  the United States of America, which require the use of certain
                  estimates made by the Partnership's management.



                                      -6-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           (CONTINUED)

           C.     Commodities

                  Gains or losses are realized when contracts are liquidated.
                  Net unrealized gains or losses on open contracts (the
                  difference between contract trade price and quoted market
                  price) are reflected in the statement of financial condition.
                  Any change in net unrealized gain or loss from the preceding
                  period is reported in the statement of operations. Brokerage
                  commissions include other trading fees and are charged to
                  expense when contracts are opened.

           D.     Cash and Cash Equivalents

                  Cash and cash equivalents includes cash and all highly liquid
                  investments, including money market mutual funds and other
                  investments with a maturity of three months or less from the
                  date of purchase.

           E.     Fixed Income Securities

                  Fixed income securities are reported at market value plus
                  accrued interest. Fixed income securities transactions are
                  accounted for on the trade date. Any change in net unrealized
                  gain or loss from the preceding period is reported in the
                  statement of operations. Interest income is recorded on the
                  accrual basis.

           F.     Income Taxes

                  The Partnership prepares calendar year U.S. and applicable
                  state information tax returns and reports to the partners
                  their allocable shares of the Partnership's income, expenses
                  and trading gains or losses.

           G.     Foreign Currency Transactions

                  The Partnership's functional currency is the U.S. dollar;
                  however, it transacts business in currencies other than the
                  U.S. dollar. Assets and liabilities denominated in currencies
                  other than the U.S. dollar are translated into U.S. dollars at
                  the rates in effect at the date of the statement of financial
                  condition. Income and expense items denominated in currencies
                  other than the U.S. dollar are translated into U.S. dollars at
                  the rates in effect during the period. Gains and losses
                  resulting from the translation to U.S. dollars are reported in
                  income currently.


                                      -7-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 2.    GENERAL PARTNER

           The General Partner of the Partnership is Kenmar Advisory Corp.,
           which conducts and manages the business of the Partnership. The
           Limited Partnership Agreement requires the General Partner to
           maintain a capital account of no less than the lesser of 1% of the
           aggregate capital accounts of all partners or $500,000.

           For managing the continuing offering of units, the General Partner
           receives a monthly offering fee equal to 0.25% (3% annually) of that
           month's beginning Net Asset Value (as defined in the Limited
           Partnership Agreement) of the Partnership. The General Partner
           rebates to One Million Dollar Investors (as defined in the
           Confidential Private Placement Memorandum and Disclosure Document)
           who invested in the Partnership prior to August 1, 2000, a monthly
           amount equal to two-thirds of the offering fee applicable to such One
           Million Dollar Investors. All rebates to One Million Dollar Investors
           prior to January 1, 2001, were made by issuing additional B Units.
           Effective January 1, 2001, all rebates to One Million Dollar
           Investors are made by issuing additional Units.

           A portion of the brokerage commissions paid by the Partnership to the
           broker is, in turn, paid by the broker to the General Partner.

Note 3.    COMMODITY TRADING ADVISORS

           Effective November 1, 2000, the Partnership has advisory agreements
           with Beacon Management Corporation (USA) (Beacon) and Stonebrook
           Structured Products, LLC (Stonebrook) (the "commodity trading
           advisors"). Pursuant to the advisory agreement with Beacon, the
           Partnership pays a monthly management fee of 1/12 of 2% (2% annually)
           of the month-end Net Asset Value of the subaccount (as defined in the
           advisory agreement) and a quarterly incentive fee equal to 20% of Net
           New Trading Profits (as defined). Beacon pays up to 22.5% of its
           management and incentive fees to the General Partner. Pursuant to the
           advisory agreement with Stonebrook, the Partnership pays a monthly
           management fee equal to 1/12 of 1% (1% annually) of the month-end Net
           Asset Value of the subaccount (as defined) and a quarterly incentive
           fee equal to 10% of Net New Trading Profits (as defined). Stonebrook
           pays the entire incentive fee to the General Partner. During the
           period November 1, 2000 through March 31, 2001, the General Partner
           waived its right to all incentive fees to which it was entitled from
           Beacon and Stonebrook; accordingly, such incentive fees were not
           charged to the Partnership and the advisor incentive fees reported in
           the statement of operations have been reduced by the amount of such
           incentive fees waived by the General Partner.



                                      -8-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 3.    COMMODITY TRADING ADVISORS (CONTINUED)

           Prior to November 1, 2000, the Partnership had an advisory agreement
           with Dennis Trading Group, Inc. (Dennis), a commodity trading
           advisor, pursuant to which the A Units paid a monthly management fee
           of 1/6 of 1% (2% annually) of the month-end Net Asset Value of the
           subaccount (as defined in the advisory agreement) and a quarterly
           incentive fee equal to 25% of the Net New Trading Profits (as
           defined). The commodity trading advisor and General Partner each
           received one-half of the management and incentive fees applicable to
           A Units. Pursuant to the advisory agreement, the B Units paid a
           monthly management fee of 1/12 of 1.75% (1.75% annually) of the
           month-end Net Asset Value of the subaccount (as defined) and a
           quarterly incentive fee equal to 27.5% of the Net New Trading Profits
           (as defined). Dennis received 3/7 of the management fee and 7/11 of
           the incentive fee applicable to B Units and the General Partner
           received 4/7 of the management fee and 4/11 of the incentive fee
           applicable to B Units.

Note 4.    DEPOSITS WITH BROKER

           The Partnership deposits cash with Man Financial Inc. to act as
           broker, subject to Commodity Futures Trading Commission regulations
           and various exchange and broker requirements. Margin requirements are
           satisfied by the deposit of cash with such broker. The Partnership
           earns interest income on its cash deposited with the broker.

Note 5.    SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

           Investments in the Partnership are made by subscription agreement,
           subject to acceptance by the General Partner. The subscription price
           is equal to the Net Asset Value of the units purchased plus a 5%
           selling commission, unless such selling commission is waived in whole
           or in part by the General Partner. Additions to partners' capital are
           shown net of such selling commissions which amounted to $7,388 and
           $100,493 during the nine months ended September 30, 2001 and 2000,
           respectively.

           The Partnership is not required to make distributions, but may do so
           at the sole discretion of the General Partner. A Limited Partner may
           request and receive redemption of units owned, subject to
           restrictions in the Limited Partnership Agreement.

Note 6.    TRADING ACTIVITIES AND RELATED RISKS

           The Partnership engages in the speculative trading of U.S. and
           foreign futures contracts and options on U.S. and foreign futures
           contracts (collectively, "derivatives"). The Partnership is exposed
           to both market risk, the risk arising from changes in the market
           value of the contracts, and credit risk, the risk of failure by
           another party to perform according to the terms of a contract.



                                      -9-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 6.    TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

           Purchase and sale of futures and options on futures contracts
           requires margin deposits with the broker. Additional deposits may be
           necessary for any loss on contract value. The Commodity Exchange Act
           requires a broker to segregate all customer transactions and assets
           from such broker's proprietary activities. A customer's cash and
           other property (for example, U.S. Treasury bills) deposited with a
           broker are considered commingled with all other customer funds
           subject to the broker's segregation requirements. In the event of a
           broker's insolvency, recovery may be limited to a pro rata share of
           segregated funds available. It is possible that the recovered amount
           could be less than total cash and other property deposited.

           The Partnership has a substantial portion of its assets on deposit
           with brokers and dealers in securities and other financial
           institutions in connection with its cash management activities. 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.

           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 value of futures contracts purchased and unlimited
           liability on such contracts sold short. As both a buyer and seller 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, and purchased options
           expose the Partnership to a risk of loss limited to the premiums
           paid.

           The General Partner has established procedures to actively monitor
           market risk and minimize credit risk, although there can be no
           assurance that it will, in fact, succeed in doing so. The Limited
           Partners bear the risk of loss only to the extent of the market value
           of their respective investments and, in certain specific
           circumstances, distributions and redemptions received.

Note 7.    INTERIM FINANCIAL STATEMENTS

           The statement of financial condition as of September 30, 2001, the
           statements of operations for the three months and nine months ended
           September 30, 2001 and 2000, and the statements of changes in
           partners' capital (net asset value) for the nine months ended
           September 30, 2001 and 2000, are unaudited. In the opinion of
           management, such financial statements reflect all adjustments, which
           were of a normal and recurring nature, necessary for a fair
           presentation of financial position as of September 30, 2001, and the
           results of operations for the three months and nine months ended
           September 30, 2001 and 2000.



                                      -10-
<PAGE>

                      THE FULCRUM FUND LIMITED PARTNERSHIP
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (Unaudited)


Note 8.    FINANCIAL HIGHLIGHTS

           The following information contains per unit operating performance
           data for a unit outstanding during the entire three months and nine
           months ended September 30, 2001, and other supplemental financial
           data. This information has been derived from information presented in
           the financial statements.

<TABLE>
<CAPTION>
                                                               Three months ended    Nine months ended
                                                               September 30, 2001   September 30, 2001
                                                                   (Unaudited)          (Unaudited)
                                                                   -----------          -----------
<S>                                                            <C>                  <C>
           PER UNIT PERFORMANCE
           (for a unit outstanding throughout the entire
           period)

           Net asset value per unit at June 30, 2001 and
                  December 31, 2000, respectively                   $1,236.82            $1,145.25
                                                                    ---------            ---------

           Loss from operations:
                  Net investment income *                              (13.74)              (57.47)
                  Net realized and change in unrealized loss
                  from trading **                                     (249.04)             (113.74)
                                                                    ---------            ---------

                         Total (loss) from operations                 (262.78)             (171.21)
                                                                    ---------            ---------

           Net asset value per unit at September 30, 2001           $  974.04            $  974.04
                                                                    =========            =========

           TOTAL RETURN ***                                            (21.25)%             (14.95)%


           SUPPLEMENTAL DATA

           Ratio to average net assets:
                  Expenses *, +                                          7.31%                9.60%
                  Net investment income *, +                            (5.19)%              (6.92)%
</TABLE>

           -----------------------
           *      Excludes brokerage commissions
           **     Includes brokerage commissions
           ***    Not annualized
           +      Annualized



                                      -11-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

The assets of the Fulcrum Fund Limited Partnership, formerly The Dennis Fund
Limited Partnership (the "Partnership") are used to engage, directly or
indirectly, in the speculative trading of (1) commodities, futures contracts,
forward contracts, foreign exchange commitments, exchange for physicals, swap
contracts, spot (cash) commodities and other items, options on the foregoing,
and any rights pertaining to the foregoing contracts, instruments or investments
("Commodities") and (2) options, warrants, or other rights and any other
investment or transaction (together with the Commodities, "Investments") that
the Partnership's general partner, Kenmar Advisory Corp. (the "General Partner")
deems, in its sole discretion, to be consistent with the objectives of the
Partnership. From time to time, a portion of such proceeds may be used for
transactions in the cash markets or for interbank trading.

The assets of the Partnership are deposited with Man Financial Inc. (the
"Broker") in a trading account established by the Partnership for the commodity
trading advisor and are used by the Partnership as margin to engage in trading.
Such assets are held in either a non-interest bearing bank account or in
securities approved by the Commodity Futures Trading Commission for investment
of customer funds. In addition, certain of the Partnership's assets may also be
placed in a custodial account with a cash manager to maximize the interest
earned on assets not committed as margin.

The commodity trading advisor for the Partnership is the Meka program of the
Beacon Management Corporation ("Beacon" or the "Advisor"). The Partnership has
also hired Stonebrook Structured Products, LLC's ("Stonebrook") Volatility Hedge
Program, an overlay program designed to hedge the positions of traditional
trend-following programs (such as the Advisor) during periods identified by
Stonebrook's systems as "high-risk".

CAPITAL RESOURCES

The Partnership does not have, nor does it expect to have, any capital assets.
Redemptions and sales of units of limited partnership interests ("Units") in the
future will affect the amount of funds available for trading Investments in
subsequent periods.

There are only three factors that affect the Partnership's capital resources:
(i) the trading profit or loss generated by the Advisor (including interest
income); (ii) the money invested or redeemed by the limited partners of the
Partnership (the "Limited Partners"); and (iii) capital invested or redeemed by
the General Partner. The General Partner has maintained, and shall maintain, at
all times a capital account in such an amount, up to a total of $500,000, as is
necessary for the General Partner to maintain a one percent (1%) interest in the
capital, income and losses of the Partnership. All capital contributions by the
General Partner necessary to maintain such capital account balance shall be
evidenced by Units of general partnership interest, each of which shall have an
initial value equal to the Net Asset Value per Unit (as defined below) at the
time of such contribution. The General Partner, in its sole discretion, may
withdraw any excess above its required capital contribution without notice to
the Limited Partners. The General Partner, in its sole discretion, may also
contribute any greater amount to the Partnership, for which it shall receive, at
its option, additional Units of general partnership interest at their
then-current Net Asset Value (as defined below).

"Net Asset Value" of the Partnership is defined as total assets of the
Partnership, including, but not limited to, all cash and cash equivalents,
accrued interest, earned discount, and open Commodities positions, less total
liabilities, including, but not limited to, brokerage commissions that would be
payable with respect to the closing of open Commodities positions, all as
determined in accordance with the principles set forth in the Limited
Partnership Agreement of the Partnership, dated June 18, 1996 and as


                                      -12-
<PAGE>

amended on December 15, 1997 and further amended on October 10, 2000 (the
"Partnership Agreement") or, where no such principles are specified therein, in
accordance with United States generally accepted accounting principles applied
on a consistent basis ("GAAP"). The term "Net Asset Value per Unit" is defined
in the Partnership Agreement to mean the Net Asset Value of the Partnership
divided by the number of Units outstanding as of the date of determination.

RESULTS OF OPERATIONS

The success of the Partnership is dependent upon the ability of the Advisor to
generate trading profits through the speculative trading of Investments
sufficient to produce capital appreciation after payment of all fees and
expenses. Future results will depend in large part upon the Investment markets
in general, the performance of the Advisor, the amount of additions and
redemptions, and changes in interest rates. Due to the highly leveraged nature
of Investment trading, small price movements may result in substantial losses.
Because of the nature of these factors and their interaction, it is impossible
to predict future operating results.

The Partnership incurs substantial charges from the payment of brokerage
commissions to the Broker, management and/or incentive fees to the Advisor,
management fees, offering fees and/or incentive fees to the General Partner and
operating expenses. The Partnership is required to make substantial trading
profits to avoid depletion and exhaustion of its assets from the above-mentioned
fees and expenses.

Due to the nature of the Partnership's business, the Partnership's trading
results depend on the Advisor and the ability of its individual trading system
to take advantage of price movement or other profit opportunities in the
Investment markets. The Advisor trades in various markets at different times and
prior activity in a particular market does not mean that such markets will be
actively traded by an Advisor or will be profitable in the future. Consequently,
the results of operations of the Partnership can only be discussed in the
context of the overall trading activities of the Partnership, the Advisor's
trading activities on behalf of the Partnership as a whole and how the
Partnership has performed in the past.

In general, Commodity Trading Advisors or CTAs analyze the movement of prices in
the commodity and financial futures markets to identify trends and the
opportunities for profit which accompany them. Because a CTA can take long or
short positions in the futures markets, the direction of a trend is less
important than the existence of a trend itself. Beacon or another CTA has the
potential to generate profits when prices are identified as trending downward,
by going short or selling ahead of a price decline, and when prices appear to be
trending upward, by going long or buying ahead of the rise in price. When prices
are moving sideways (i.e., with little movement up or down) or are exhibiting
significant short-term volatility (such as rapid intra-day or inter-day price
swings) trends are few and far between, and CTA profits can be flat or negative.

Set forth below is a comparison of the results of operations of the Partnership
for the three-month and nine-month periods ended September 30, 2001 and 2000.

As of September 30, 2001, the Net Asset Value of the Partnership was
$17,124,582, a decrease of approximately 23.57% from its Net Asset Value of
$22,406,158 at June 30, 2001. The Partnership's subscriptions and redemptions
for the quarter ended September 30, 2001 totaled $61,147 and $589,476,
respectively. For the quarter ended September 30, 2001, the Partnership had
revenues comprised of $8,217,608 in realized losses, $3,891,635 in change in
unrealized gains and $101,759 in interest income compared to revenues comprised
of $1,403,654 in realized losses, $907,691 in change in unrealized gains and
$459,924 in interest income for the same period in 2000. The total income for
the third quarter of 2001 decreased by $4,188,175 from the same period in 2000,
while total expenses decreased by


                                      -13-
<PAGE>

$1,463,361 between these periods. The Net Asset Value per Unit at September 30,
2001 decreased 21.25% from $1,236.82 at June 30, 2001 to $974.04 at September
30, 2001. The performance in the third quarter of 2001 resulted primarily from
U.S. interest rates, base metals and tropicals.

The Net Asset Value of the Partnership decreased $5,033,973, or 22.72% from
December 31, 2000 through September 30, 2001. The Partnership's subscriptions
and redemptions for the nine months ended September 30, 2001 totaled $656,971
and $2,603,059, respectively. For the nine months ended September 30, 2001, the
Partnership had revenues comprised of $1,374,773 in realized losses, $66,115 in
change in unrealized losses and $412,686 in interest income compared to revenues
comprised of $13,252,489 in realized losses, $430,646 in change in unrealized
gains and $1,688,044 in interest income for the same period in 2000. The total
income for the nine months of 2001 was a loss of $1,028,202 as compared to a
loss of $11,153,799 for the same period in 2000 while expenses decreased by
$3,933,265 between these periods. The Net Asset Value per Unit at September 30,
2001 decreased 14.95% from $1,145.25 at December 31, 2000 to $974.04 at
September 30, 2001. The performance in the first nine months of 2001 resulted
primarily from currencies, U.S. interest rates, base metals, grains and
tropicals.

For the reasons described in this Management's Discussion and Analysis, past
performance is not indicative of future results. As a result, any recent
increases in net realized or unrealized trading gains may have no bearing on any
results that may be obtained in the future.

LIQUIDITY

Although there is no public market for the Units, a Limited Partner may redeem
its Units in the Partnership as of any month-end upon ten (10) days' written
notice to the General Partner in the form of a request for redemption.

With respect to the Partnership's trading, in general, the Advisor will trade
only Investments that have sufficient liquidity to enable it to enter and close
out positions without causing major price movements. Notwithstanding the
foregoing, most United States commodity exchanges limit the amount by which
certain commodities may move during a single day by regulations referred to as
"daily price fluctuation limits" or "daily limits." Pursuant to such
regulations, no trades may be executed on any given day at prices beyond daily
limits. The price of a futures contract has occasionally moved the daily limit
for several consecutive days, with little or no trading, thereby effectively
preventing a party from liquidating its position. While the occurrence of such
an event may reduce or effectively eliminate the liquidity of a particular
market, it will not limit ultimate losses and may in fact substantially increase
losses because of this inability to liquidate unfavorable positions. In
addition, if there is little or no trading in a particular futures or forward
contract that the Partnership is trading, whether such illiquidity is caused by
any of the above reasons or otherwise, the Partnership may be unable to execute
trades at favorable prices and/or may be unable or unwilling to liquidate its
position prior to its expiration date, thereby requiring the Partnership to make
or take delivery of the underlying interest of the Investment.

The Partnership's trading also may be impacted by the various conflicts of
interest between the Partnership and the General Partner, the Advisor,
Stonebrook, the Broker, and their affiliates.

SAFE HARBOR STATEMENT

The discussions above and under the heading "Item 3. Quantitative and
Qualitative Disclosures About Market Risk" contain certain "forward-looking
statements" (as such term is defined in Section 21E of the Securities Exchange
Act of 1934) that are based on the beliefs of the Partnership, as well as
assumptions made by, and information currently available to, the Partnership.
Words such as "expects," "anticipates" and similar expressions have been used to
identify "forward-looking statements" but are not the exclusive means of
identifying such statements. A number of important factors could cause the
Partnership's actual results, performance or achievements for 2001 and beyond to
differ materially from the results,


                                      -14-
<PAGE>

performance or achievements expressed in, or implied by, such forward-looking
statements. These factors include, without limitation, risk of failure by third
parties to perform according to contract terms and the factors described above
and under the heading "Item 3. Quantitative and Qualitative Disclosures About
Market Risk." See "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Risk Factors" in our Annual Report on Form 10-K for
the year ended December 31, 2000 for further discussion.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Derivative instruments involve varying degrees of off-balance sheet market risk.
Changes in the level or volatility of interest rates or foreign currency
exchange rates or the market values of the financial instruments or commodities
underlying such derivative instruments frequently result in changes in the
Partnership's unrealized profit (loss) on such derivative instruments as
reflected in the Statements of Financial Condition included herein. The
Partnership's exposure to market risk is influenced by a number of factors,
including the relationships among derivative instruments held by the
Partnership, as well as the volatility and liquidity of the markets in which the
financial instruments are traded. There has been no material change, during the
three and nine months ended September 30, 2001, in the sources of the
Partnership's exposure to market risk.

The General Partner has procedures in place intended to control the
Partnership's exposure to market risk, 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 Advisor selected from time to time for the
Partnership, calculating the Net Asset Value of the Advisor's respective
Partnership accounts as of the close of business on each day and reviewing
outstanding positions for over-concentrations. While the General Partner will
not itself intervene in the markets to hedge or diversify the Partnership's
market exposure, the General Partner may urge the Advisor to reallocate
positions, or itself reallocate Partnership assets among different Advisors
(although typically only as of the end of a month) in an attempt to avoid
over-concentrations. However, such interventions would be unusual. Except in
cases in which it appears that an Advisor has begun to deviate from past
practice or trading policies or to be trading erratically, the General Partner's
basic risk control procedures consist of the ongoing process of Advisor
monitoring and selection, with the market risk controls being applied by the
Advisor itself.

                           PART II - OTHER INFORMATION

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

In June, 1996, the Partnership commenced a private placement of Units in
reliance on the exemptions afforded by, among others, Section 4(2) of the 1933
Act and Rule 506 of Regulation D promulgated thereunder. Units are offered
monthly at a price per Unit equal to the then-current Net Asset Value per Unit
plus a selling commission equal to 5% unless such selling commission is waived
in whole or in part. The minimum subscription is $26,250 for new investors other
than Employee Benefit Plans or $10,500 for Employee Benefit Plans and existing
Limited Partners, which amounts include selling commissions of $1,250 and $500,
respectively.

During the third quarter of 2001, 62.1074 Units were sold for a total of
$61,147.


                                      -15-
<PAGE>


ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K.

             (a)  The following exhibits are filed with this Report or
                  incorporated by reference as set forth below:

Exhibit No.       Description

3.1*         Amended Certificate of Limited Partnership for the Fulcrum Fund
             Limited Partnership.

3.2*         Limited Partnership Agreement of the Fulcrum Fund Limited
             Partnership, dated June 18, 1996 as amended December 15, 1997 and
             further amended October 10, 2000.

10.1**       Customer Agreement between the Partnership and E.D. & F. Man
             International, Inc., dated August 27, 1996.

10.2*        Cover letter and Model Sub-Advisory Agreement between The Fulcrum
             Fund Limited Partnership and Beacon Management Corporation dated
             January 1, 1998.

10.3*        Cover letter and Model Sub-Advisory Agreement between The Dennis
             Fund Limited Partnership and Stonebrook Structured Products, LLC
             dated January 1, 1998.

*            Incorporated herein by reference to the Partnership's Annual Report
             on Form 10-K for the fiscal year ended December 31, 2000.

**           Incorporated herein by reference to the Partnership's Registration
             Statement on Form 10 dated June 22, 1999.

             (b)  Reports on Form 8-K

The Partnership did not file any reports on Form 8-K during the third quarter of
2001.


                                      -16-
<PAGE>

                                   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.

                              THE FULCRUM FUND LIMITED PARTNERSHIP


                              By: Kenmar Advisory Corp., general partner


Dated:  November 14, 2001     By:  /s/ Kenneth A. Shewer
                                   ---------------------------------------------
                              Kenneth A. Shewer
                              Chairman (Duly Authorized Officer of the General
                              Partner)

Dated:  November 14, 2001     By:  /s/ Thomas J. DiVuolo
                                   ---------------------------------------------
                              Thomas J. DiVuolo
                              Senior Vice President (Principal Financial and
                              Accounting Officer of the Registrant)






                                      -17-