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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

Commission file number 33-94050

CERES FUND, L. P.
(Name of small business issuer in its charter)

|                                                                         |  |                                                
|------------------------------------------------------------------------ |  | -----------------------------------------------
|TENNESSEE
(State or other jurisdiction of incorporation or organization) |  | 62-1154702
(I.R.S. Employer Identification No.)

C/O RANDELL COMMODITY CORPORATION
775 RIDGE LAKE BOULEVARD, SUITE 110
MEMPHIS, TENNESSEE 38120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

Registrants telephone number (901) 766-4590

Securities registered under Section 12(b) of the Exchange Act: NONE Securities
registered under Section 12(g) of the Exchange Act: NONE

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [  ]

The registrant is a limited partnership and, accordingly, has no voting
stock held by non-affiliates or otherwise.

Incorporation by Reference: Registrants Registration Statement effective
March 9, 1991 and the Prospectus contained therein into Part IV, Item 14 (a)(3)
and Supplement No. 1 dated October 1, 1992, thereto, post effective Amendment
No. 1 dated April 26, 1991, effective April 30, 1991, post effective Amendment
No. 2 dated November 12, 1991, effective November 15, 1992, post effective
Amendment No. 3 dated March 31, 1992, effective April 7, 1992, Supplement No. 3
dated June 30, 1992, Supplement No. 4 dated November 30, 1992, post effective
Amendment No. 4 dated April 30, 1993, effective May 19, 1993, post effective
Amendment No. 5 dated October 16, 1996, effective October 31, 1996, post
effective Amendment dated August 25, 1997, effective September 2, 1997, post
effective amendment dated May 30, 1998, effective June 8, 1998, post effective
amendment dated May 30, 1999, effective June 15, 1999, post effective amendment
dated December 9, 1999, post-effective amendment dated November 24, 2000, and
September 28, 2001.





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TABLE OF CONTENTS



|                             |  |  |  |  |  |  |  | 
|---------------------------- |  |  |  |  |  |  |  | 
|PART I                      
|PART II                     
|PART III                    
|PART IV                     
|INDEPENDENT AUDITORS REPORT
|AFFIRMATION                 
|SIGNATURES                  



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PART I

ITEM 1.

(a)  BUSINESS

Ceres Fund, L.P. (the Partnership) is a limited partnership organized on
September 19, 1990, pursuant to a Limited Partnership Agreement (the Limited
Partnership Agreement) under the Uniform Limited Partnership Act of the State
of Tennessee and funded through an offering of limited partnership units (the
Units). The Partnership engages in speculative trading of commodity futures
contracts, forward contracts, commodity options and other interests in
commodities including, without limitation futures contracts and options on
financial instruments, physical commodities and stock indices on organized
exchanges in the U.S. and abroad.

The initial offering to the public of 100,000 Units was closed on November
29, 1991, and trading began December 1, 1991. Following the commencement of
trading, the Partnership continued the offering of Units, issuing Units and
fractions thereof at the Average Net Asset Value as of the last business day of
the month during which the purchasers subscription was received. As of
December 31, 2001, a total of 62,266.1596 units had been sold of which a total
of 20,889.8541 were outstanding. The Prospectus is regularly updated and Units
continue to be offered to the public.

The offering was registered under the Securities Act of 1933, as amended,
and members of the National Association of Securities Dealers, Inc. act as
selling agents on a best efforts basis. Effective July 1, 1995, and continuing
during the continuous offering period, the selling commission is 4% of the
issue price of each unit sold, all of which is retained by the selling agent.

Randell Commodity Corporation, a Tennessee corporation, is the Managing
General Partner of the Partnership (the Managing General Partner) and
RanDelta Capital Partners, L.P. is the Financial General Partner of the
Partnership. Pursuant to a Customer Agreement (the Customer Agreement),
Refco, Inc. (Refco) acts as the commodity broker for the Partnership and
performs various administrative services for it. Services performed for the
Partnership by Refco or the Managing General Partner under the terms of the
Customer and the Limited Partnership Agreements, include the following:

(1)  Executing all trades on behalf of the Partnership in conjunction with
the Partnerships Advisor.

(2)  Maintaining the Partnership books and records, which limited partners
or their duly authorized representatives may inspect during normal business
hours for any proper purpose upon reasonable written notice to the Managing
General Partner.

(3)  Furnishing each limited partner with a monthly statement describing
the performance of the Partnership, which sets forth aggregate management fees,
incentive fees, brokerage commissions and other expenses incurred or accrued by
the Partnership during the month.

(4)  Forwarding annual audited financial statements (including a balance
sheet and statement of income) to each limited partner.

(5)  Providing each limited partner with tax information necessary for the
preparation of his annual federal income tax return and such other information
as the CFTC may by regulation require.

(6)  Performing secretarial and other clerical responsibilities and
furnishing office space and equipment as may be necessary for supervising the
affairs of the Partnership.

(7) Administering the purchase, redemption and transfer of Units and
distribution of profits, if any.





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The Customer Agreement under which Refco, Inc. acts as the futures broker
for the Partnership may be terminated by the Partnership or Refco upon 5 days
notice.

Under the terms of the Customer Agreement, the Partnership pays commodity
brokerage commissions to Refco on a round-turn basis in an amount equal to
$32.50 per round-turn. A round-turn is the opening and closing of a commodity
futures position consisting of one contract. One half of the round-turn
commission is charged on the opening of a position and one half is charged on
the close. The Partnership assets earn interest from Refco on 100% of the
average daily equity maintained in cash in the Partnerships trading account at
a rate equal to 80% of the average yield on thirteen week U.S. Treasury Bills
issued during each month.

(b)   REGULATION

Under the Commodity Exchange Act, as amended (the Act), commodity
exchanges and commodity futures trading are subject to regulation by the
Commodity Futures Trading Commission (the CFTC). The Act requires commodity
pool operators, and commodity trading advisors, to be registered and to
comply with various reporting and record keeping requirements. The CFTC may
suspend a commodity pool operators or advisors registration if it finds that
its trading practices tend to disrupt orderly market conditions or in certain
other situations. In the event that the registration of the Managing General
Partner as a commodity pool operator or as a commodity trading advisor is
terminated or suspended, the Managing General Partner would be unable to
continue to manage the business of the Partnership. Should the Managing General
Partners registration be suspended, termination of the Partnership might
result. The act also requires Refco to be registered as a futures commission
merchant.

In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long or net
short position which any person may hold or control in particular commodities.
The CFTC has adopted a rule requiring all domestic commodity exchanges to
submit for approval speculative position limits for all futures contracts
traded on such exchanges. Most exchanges also limit the changes in commodity
futures contract prices that may occur during a single trading day. The
Partnership will not trade on any commodity exchanges which are not subject to
regulation by any United States government agency.

(c)   FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Partnerships business constitutes only one segment, speculative
trading of commodity futures contracts, for financial reporting purposes. The
Partnership does not engage in sales of goods or services. The Partnership
began trading activities December 1, 1991, at which time Partnership capital
was $1,392,168.

(d)   NARRATIVE DESCRIPTION OF BUSINESS

(1)  See Items 1(a), (b) and (c) above.

(i) through (xii)  Not applicable.

(xiii)  the Partnership has no employees.

(e)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

Not applicable because the Partnership does not engage in sales of goods
or services.

ITEM 2. PROPERTIES

The Partnership does not own or lease any properties. The Managing General
Partner operates out of facilities provided by its parent, Randell Corporation.





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ITEM 3. LEGAL PROCEEDINGS

The Managing General Partner is not aware of any pending legal proceedings
to which the Partnership is a party or to which any of its assets are subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

N/A  No security holders.





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PART II

ITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS

There is no trading market for the Units, and none is likely to develop.
Units are transferable only after written notice has been given to the Managing
General Partner. Units may be redeemed as of the last day of any calendar
quarter upon 10 days written notice to the Managing General Partner at the
Redemption Net Asset Value (as defined in the Limited Partnership Agreement).

ITEM 6. SELECTED FINANCIAL DATA

The following is a summary of the total assets of the Partnership as of
December 31, 2001, 2000, 1999, 1998 and 1997, and the results of operations for
each of the years in the five-year period ended December 31, 2001.

Net increase (decrease) in components of Partnership capital from
operations are as follows:

|                                                                                                                                                   |  |      |           |      |  |      |           |      |  |      |           |  |  |   |            |   |  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- |  |  | - | ---------- | - |  | - | --------- | -
|                                                                                                                                                   |  | 2001 |           | 2000 |  | 1999 |           | 1998 |  | 1997
|                                                                                                                                                   |  |      |           |      |  |      |           |      |  |     
|Realized & unrealized trading gains (losses) net of
brokerage commission and
clearing fees of $326,741,
$254,561, $346,157,
$770,081, and $838,772 |  |      | 388,529   |      |  | $    | (150,958  | )    |  | $    | 155,301   |  |  | $ | (1,711,609 | ) |  | $ | (514,269  | )
|Income (loss) from continuing operations                                                                                                           |  |      | 278,123   |      |  |      | (165,787  | )    |  |      | 114,234   |  |  |   | (1,724,922 | ) |  |   | (504,535  | )
|Cash dividends per Unit                                                                                                                            |  |      |          |      |  |      |          |      |  |      |          |  |  |   |           |   |  |   | 13.61     |  
|Interest Income                                                                                                                                    |  |      | 134,871   |      |  |      | 236,259   |      |  |      | 247,544   |  |  |   | 332,240    |   |  |   | 294,507   |  
|Management fee                                                                                                                                     |  |      | 133,693   |      |  |      | 152,088   |      |  |      | 208,611   |  |  |   | 259,437    |   |  |   | 223,279   |  
|Administrative expenses                                                                                                                            |  |      | 95,000    |      |  |      | 84,000    |      |  |      | 80,000    |  |  |   | 72,000     |   |  |   | 58,403    |  
|Incentive fee                                                                                                                                      |  |      | 584       |      |  |      |          |      |  |      |          |  |  |   | 14,116     |   |  |   | 3,091     |  
|Net Gain (loss) per Unit*                                                                                                                          |  |      | 11.17     |      |  |      | (6.32     | )    |  |      | 2.94      |  |  |   | (50.01     | ) |  |   | (19.61    | )
|Total Assets                                                                                                                                       |  |      | 3,643,696 |      |  | $    | 3,666,679 |      |  | $    | 5,121,209 |  |  | $ | 5,504,092  |   |  | $ | 6,647,645 |  



| |  | Calculated as net earnings(loss) allocated to limited partners
divided by average units outstanding during the year.
|- |  | --------------------------------------------------------------------------------------------------------------------





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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

(a)   RESULTS OF OPERATIONS

Trading results were profitable for the fiscal year ended December 31,
2001. Trading during the fiscal year resulted in an increase in net asset value
per Unit from $142.13 to $152.89, an increase of 7.57% attributable primarily
to gains in soybeans and cotton.

Trading results were unprofitable for the fiscal year ended December 31,
2000. Trading during the fiscal year resulted in a decrease in net asset value
per Unit from $148.62 to $142.13, a decrease of 4.37% attributable primarily to
losses in soybeans and corn.

Trading results were profitable for the fiscal year ended December 31,
1999. Trading during the fiscal year resulted in an increase in net asset value
per Unit from $146.24 to $148.62, an increase of 1.63% attributable primarily
to gains in soybeans and cotton.

(b)  LIQUIDITY.

The Partnership does not engage in sales of goods or services. Its only
assets are its investments in its commodity futures trading account, consisting
of cash and net unrealized appreciation on open futures contracts, and interest
receivable. Because of the low margin deposits normally required in commodity
futures trading, relatively small price movements may result in substantial
losses to the Partnership. Such substantial losses could lead to a material
decrease in liquidity. To minimize this risk the Partnership follows certain
policies including:

(1)  Partnership funds will be invested only in futures contracts which are
traded in sufficient volume to permit, in the opinion of the Advisor, ease of
taking and liquidating positions.

(2)  The Partnership will diversify its positions among various
commodities. The Partnership will not initiate additional positions in a single
commodity if such additional positions would result in a net single long or
short position in such commodity requiring as margin more than 15% of the net
assets of the Partnership.

(3)  The Partnership will not establish commodity positions if such
positions would result in required margins in excess of 80% of its net asset
value for all commodities combined.

(4)  The Partnership may occasionally accept delivery of a commodity.
Unless such delivery is disposed of promptly by retendering the warehouse
receipt representing the delivery to the appropriate clearing house, the
Partnerships position in the physical commodity will be fully hedged.

(5)  The Partnership will not employ the trading technique commonly known
as pyramiding, in which the speculator uses unrealized profits on existing
positions as margin for the purchase or sale of additional positions in the
same or related commodities.

(6)  The Partnership may from time to time employ trading strategies such
as spreads or straddles on behalf of the Partnership. The term spread
describes a commodity futures trading strategy involving the simultaneous
buying and selling of futures contracts on the same commodity but involving
different delivery dates or markets and in which the trader expects to earn a
profit from a widening or narrowing of the difference between the prices of the
two contracts.

Other than the risks inherent in commodity futures trading, the
Partnership knows of no trends, demands, commitments, events or uncertainties
which will result in or which are reasonably likely to result in the
Partnerships liquidity increasing or decreasing in any material way. The
Limited Partnership Agreement requires dissolution of the Partnership under
certain circumstances as defined in the Limited Partnership Agreement including
a decrease in the net asset value of a Unit at the close of business on any
business day to less than 50% of the highest average net asset value at which
Units have been sold.





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In order to limit credit risks, the Partnership does not enter into
counterparty transactions such as currency or other swaps and it limits its
trading activities to futures and options traded on U.S. commodity exchanges.

(c)   CAPITAL RESOURCES

The Partnership does not intend to raise any additional capital through
borrowing. Due to the nature of the Partnerships business, it will make no
significant capital expenditures, and substantially all of its assets are and
will be represented by cash, United States Treasury securities and commodity
futures investments.

The Partnerships capital consists of the capital contributions of the
partners as increased or decreased by gains or losses on commodity futures
trading and by expenses, interest income, redemptions of Units and
distributions of profits, if any. Gains or losses on commodity futures trading
cannot be predicted. Market moves in commodities are dependent upon fundamental
and technical factors which the Partnership may or may not be able to identify.
Partnership expenses consist of, among other things, commissions, management
fees and incentive fees. The level of these expenses is dependent upon the
level of trading and the ability of the Advisors to identify and take advantage
of price movements in the commodity markets, in addition to the level of net
assets maintained. Furthermore, interest income is dependent upon interest
rates over which the Partnership has no control. A forecast cannot be made as
to the level of redemptions in any given period.

(d)   INFLATION

Inflation does have an effect on commodity prices and the volatility of
commodity markets; however, continued inflation is not expected to have a
material adverse effect on the Partnerships operations or assets. Because the
Partnership conducts business as a Partnership, and, as such does not pay
federal income taxes, neither the Taxpayer Relief Act of 1997 nor the Tax
Reform Act of 1986 had an effect on its operations or on its tax liability.
However, some expenses may be limited as to deductibility by individual
partners.

(e)   CRITICAL ACCOUNTING POLICIES

Our financial statements are prepared in accordance with accounting
policies generally accepted in the United States of America which require that
we make estimates and assumptions (see Note 1 to the Financial Statements) that
affect the amounts reported in those financial statements. We believe that
there are no estimates reported in our financial statements which would involve
a higher degree of judgment and complexity than our other significant accounting
policies. Fair Value of our open option contracts are obtained from a third
party commodity broker and are quoted on national commodity exchanges.

ITEM 7(A) QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements meeting the requirements of Regulation S-X are
indexed and included beginning on page F-1 of this report.

The supplementary financial information specified by Item 302 of
Regulation S-K is not applicable.

ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.





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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Partnership has no directors or executive officers. The Partnership is
managed by its Managing General Partner. Trading decisions for the Partnership
are made by the Managing General Partner.

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no directors or officers. The Managing General Partner
and Refco perform the services described in Item 1. Business herein.

For the fiscal year ended December 31, 2001; incentive fees expensed
totaled $584. Management fees expensed totaled $133,693. A total of $313,044 in
brokerage commissions were paid to Refco.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

None.

(b)   SECURITY OWNERSHIP OF MANAGEMENT

Under the terms of the Limited Partnership Agreement, the Partnerships
affairs are managed by the Managing General Partner, and it has discretionary
authority over the Partnerships investments. As of December 31, 2001, the
General Partners investment in the Partnership was $333,836.

(c)   CHANGES IN CONTROL

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)   ACCOUNTS OF AFFILIATES OF THE COMMODITY BROKER

The officers, directors and employees and associated persons of Refco
trade in commodity futures contracts for their own accounts. In addition, Refco
is a registered futures commission merchant and executes transactions in
commodity futures contracts for its customers. Thus, it is possible that Refco
could execute transactions for the Partnership in which the other parties to
the transactions are its officers, directors, employees or customers. Such
persons might also compete with the Partnership in making
purchases or sales of contracts without knowing that the Partnership is
also bidding on such contracts.

(b)   OTHER ACTIVITIES AND ACCOUNTS OF THE GENERAL PARTNER

The Managing General Partner trades in commodity futures contracts for its
own accounts and for the accounts of other customers. It is possible that the
Managing General Partner may engage in transactions on its own behalf or on
behalf of others having an effect on transactions involving the Partnership.

(c)   OTHER RELATIONSHIPS

The sole shareholder of the parent of the Managing General Partner is a
partner in the law firm which is counsel to the Partnership, the Managing
General Partner and the Memphis branch of Refco.





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PART IV

ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS

(a)(1) FINANCIAL STATEMENTS

See Index to Financial Statements; infra.

(a)(2) FINANCIAL STATEMENT SCHEDULES

Schedules are omitted for the reason that they are not required or are not
applicable or that equivalent information has been included in the financial
statements or the notes thereto.

(a)(3) EXHIBITS

(3)  ARTICLES OF INCORPORATION AND BY-LAWS

i) Limited Partnership Agreement dated as of September 19, 1990.*

ii) Certificate of Limited Partnership of the Partnership as filed with the
Shelby County Recorder of Deeds on September 19, 1990.*

(a)(3)(2) Material Contracts

i) Form of Selling Agreement among the Partnership and National Association of
Securities Dealers, Inc. member.*

ii) Form of Customer Agreement between the Partnership and Refco, Inc.*

iii) Form of Subscription Agreement to be executed by each purchaser of
Units.*

iv) Form of Escrow of Funds Agreement among the Partnership and National Bank
of Commerce.*



|* |  | Incorporated herein by reference to the Partnerships Registration Statement
on Form S-1, Commission File No. 33-37802.
|- |  | -----------------------------------------------------------------------------------------------------------------------





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CERES FUND, L.P.

INDEX TO FINANCIAL STATEMENTS

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|                             |                                                                                                |  |         |      | 
|---------------------------- | ---------------------------------------------------------------------------------------------- |  | ------- | ---- | 
|                             |                                                                                                |  | Page(s)
|                             |                                                                                                |  |        
|Independent Auditors Report |                                                                                                |  | F-1     |     
|Financial Statements:        |                                                                                                |  |         |     
|                             | Statements of Financial Condition as of December 31, 2001 and 2000                             |  |         | F-2  | 
|                             | Statements of Operations for the years ended December 31, 2001, 2000 and 1999                  |  |         | F-3  | 
|                             | Statements of Changes in Partners Capital for the years ended December 31, 2001
2000 and 1999 |  |         | F-4  | 
|                             | Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999                  |  |         | F-5  | 
|                             | Summary of Net Asset Values at December 31, 2001, 2000 and 1999                                |  |         | F-6  | 
|                             | Notes to Financial Statements                                                                  |  |         | F-9  | 
|                             | Schedule of Investments at December 31, 2001                                                   |  |         | F-17 | 
|                             | Affirmation                                                                                    |  |         | F-18 | 





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KPMG
MORGAN KEEGAN TOWER, SUITE 900
FIFTY NORTH FRONT STREET
MEMPHIS, TN 38103




INDEPENDENT AUDITORS REPORT

The Partners Ceres Fund, L.P.:

We have audited the accompanying statements of financial condition of Ceres
Fund, L.P. (a Tennessee Limited Partnership) as of December 31, 2001 and 2000
and summary of net asset values as of December 31, 2001, 2000 and 1999, and the
related statements of operations, changes in partners capital and cash flows
for each of the years in the three-year period ended December 31, 2001. These
financial statements are the responsibility of the Partnerships management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ceres Fund, L.P. (a Tennessee
Limited Partnership) as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic 2001
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic 2001 financial statements taken as a whole.

KPMG LLP

March 18, 2002

F-1



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CERES FUND, L.P.

(A Tennessee Limited Partnership)
Statements of Financial Condition
December 31, 2001 and 2000

|                                             |                                                                                                                           |                         |                                   |           |           |      |           |           |           |  | 
|-------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ----------------------- | --------------------------------- | --------- | --------- | ---- | --------- | --------- | --------- |  | 
|                                             |                                                                                                                           |                         |                                   | 2001      |           | 2000
|                                             |                                                                                                                           |                         |                                   |          
|ASSETS                                       |                                                                                                                           |                         |                                   |          
|Cash                                         |                                                                                                                           | $                       | 57,298                            |           |           |      | 43,676    |          
|Equity in commodity futures trading account: |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             | U.S. government obligations at fair value (cost of
$2,987,867 and $3,547,207 at December 31, 2001
and 2000, respectively) |                         |                                   | 2,989,350 |           |      |           | 3,557,990 |          
|                                             | Cash                                                                                                                      |                         |                                   | 721,518   |           |      |           | 105,512   |          
|                                             | Unrealized losses on open futures contracts                                                                               |                         |                                   | (125,155  | )         |      |           | (40,675   | )        
|Interest receivable                          |                                                                                                                           |                         | 685                               |           |           |      | 176       |          
|                                             |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             |                                                                                                                           | Total assets            |                                   | $         | 3,643,696 |      |           |           | 3,666,679 | 
|                                             |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             |                                                                                                                           |                         | LIABILITIES AND PARTNERS CAPITAL |           |           |      |           |           |           |  | 
|Liabilities:                                 |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             | Accrued management fees                                                                                                   |                         | $                                 | 10,815    |           |      |           | 11,052    |          
|                                             | Other accrued expenses                                                                                                    |                         |                                   | 69,157    |           |      |           | 56,807    |          
|                                             | Redemptions payable                                                                                                       |                         |                                   | 36,143    |           |      |           | 95,179    |          
|                                             |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             |                                                                                                                           | Total liabilities       |                                   |           | 116,115   |      |           |           | 163,038   | 
|                                             |                                                                                                                           |                         |                                   |           |           |      |           |          
|Partners capital:                           |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             | General partners                                                                                                          |                         |                                   | 333,836   |           |      |           | 298,153   |          
|                                             | Limited partners                                                                                                          |                         |                                   | 3,193,745 |           |      |           | 3,205,488 |          
|                                             |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             |                                                                                                                           | Total partners capital |                                   |           | 3,527,581 |      |           |           | 3,503,641 | 
|                                             |                                                                                                                           |                         |                                   |           |           |      |           |          
|                                             |                                                                                                                           | $                       | 3,643,696                         |           |           |      | 3,666,679 |          
|                                             |                                                                                                                           |                         |                                   |           |           |      |           |          

See accompanying notes to financial statements

F-2



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CERES FUND, L.P.
(A Tennessee Limited Partnership)
Statements of Operations
Years ended December 31, 2001, 2000 and 1999

|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |         |        |         |         | 
|------------------------------------------------------------------------- | ------------------------------ | --------------------------------------- | ---------------------------------------------------- | ------------------------------------------------- | ------ | ------- | ------- | ------- | ------ | ------- | -------- | ------- | ------ | ------- | ------- | 
|                                                                          |                                |                                         |                                                      |                                                   |        | 2001    |         | 2000    |        | 1999   
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |        
|Net gains (losses) on trading of commodity futures
and options contracts: |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|                                                                          |                                |                                         | Realized gains (losses) on closed positions          |                                                   | $      | 799,750 |         |         |        | 170,737 |          |         |        | (22,015 | )      
|                                                                          |                                |                                         | Change in market valuation of open
futures contracts |                                                   |        | (84,480 | )       |         |        | (77,995 | )        |         |        | 504,019 |        
|                                                                          |                                |                                         | Change in market valuation
of open options contracts |                                                   |        |        |         |         |        | 10,861  |          |         |        | 19,454  |        
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|                                                                          |                                |                                         |                                                      | Net gains on investments                          |        |         | 715,270 |         |        |         | 103,603  |         |        |         | 501,458 | 
|Investment income  interest (note 3)                                     |                                |                                         | 134,871                                              |                                                   |        |         | 236,259 |         |        |         | 247,544  |        
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|Less fees and commissions:                                                |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|                                                                          | Brokerage commissions (note 3) |                                         |                                                      | 313,044                                           |        |         |         | 244,141 |        |         |          | 331,112 |       
|                                                                          |                                | Exchange, clearing fees and NFA charges |                                                      |                                                   | 13,697 |         |         |         | 10,420 |         |          |         | 15,045 |        
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|                                                                          |                                |                                         | 326,741                                              |                                                   |        |         | 254,561 |         |        |         | 346,157  |        
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|                                                                          |                                |                                         |                                                      | Income from operations                            |        |         | 523,400 |         |        |         | 85,301   |         |        |         | 402,845 | 
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|Management fee allocations (note 2)                                       |                                |                                         | 133,693                                              |                                                   |        |         | 152,088 |         |        |         | 208,611  |        
|Incentive fee allocations (note 2)                                        |                                |                                         | 584                                                  |                                                   |        |         |        |         |        |         |         |        
|Professional and administrative expenses                                  |                                |                                         | 95,000                                               |                                                   |        |         | 84,000  |         |        |         | 80,000   |        
|Franchise and excise taxes                                                |                                |                                         | 16,000                                               |                                                   |        |         | 15,000  |         |        |         |         |        
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|                                                                          |                                |                                         | 245,277                                              |                                                   |        |         | 251,088 |         |        |         | 288,611  |        
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |        
|                                                                          |                                |                                         |                                                      | Net earnings (loss)                               |        | $       | 278,123 |         |        |         | (165,787 | )       |        |         | 114,234 | 
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |         |        |         |        
|                                                                          |                                |                                         |                                                      | Net earnings (loss) allocated to general
partner  |        | $       | 35,683  |         |        |         | (1,465   | )       |        |         | 16,355  | 
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |         |        |         |        
|                                                                          |                                |                                         |                                                      | Net earnings (loss) allocated to limited
partners |        | $       | 242,440 |         |        |         | (164,322 | )       |        |         | 97,879  | 
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |         |        |         |        
|                                                                          |                                |                                         |                                                      | Average net earnings (loss) per unit              |        | $       | 11.17   |         |        |         | (6.32    | )       |        |         | 2.94    | 
|                                                                          |                                |                                         |                                                      |                                                   |        |         |         |         |        |         |          |         |        |         |        

See accompanying notes to financial statements

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##### Table of Contents



CERES FUND, L.P.

(A Tennessee Limited Partnership)
Statements of Changes in Partners Capital
Years ended December 31, 2001, 2000 and 1999

|                                                         |                                                  |   |          |   |          |  |            |   |  |  |            |        | 
|-------------------------------------------------------- | ------------------------------------------------ | - | -------- | - | -------- |  | ---------- | - |  |  | ---------- | ------ | 
|                                                         |                                                  |   | GENERAL  |   | LIMITED  |  |            |   | 
|                                                         |                                                  |   | PARTNERS |   | PARTNERS |  | TOTAL     
|                                                         |                                                  |   |          |   |          |  |           
|Partners capital at December 31, 1998                   |                                                  | $ | 283,263  |   |          |  | 5,002,325  |   |  |  | 5,285,588  |       
|Capital contributions (228 units)                        |                                                  |   |         |   |          |  | 36,742     |   |  |  | 36,742     |       
|Redemption of units (3,332 units)                        |                                                  |   |         |   |          |  | (514,260   | ) |  |  | (514,260   | )     
|Net earnings                                             |                                                  |   | 16,355   |   |          |  | 97,879     |   |  |  | 114,234    |       
|                                                         |                                                  |   |          |   |          |  |            |   |  |  |            |       
|Partners capital at December 31, 1999                   |                                                  |   | 299,618  |   |          |  | 4,622,686  |   |  |  | 4,922,304  |       
|Capital contributions (482 units)                        |                                                  |   |         |   |          |  | 72,115     |   |  |  | 72,115     |       
|Redemption of units (9,032 units)                        |                                                  |   |         |   |          |  | (1,324,991 | ) |  |  | (1,324,991 | )     
|Net loss                                                 |                                                  |   | (1,465   | ) |          |  | (164,322   | ) |  |  | (165,787   | )     
|                                                         |                                                  |   |          |   |          |  |            |   |  |  |            |       
|Partners capital at December 31, 2000                   |                                                  |   | 298,153  |   |          |  | 3,205,488  |   |  |  | 3,503,641  |       
|Redemption of units (1,663 units)                        |                                                  |   |         |   |          |  | (254,183   | ) |  |  | (254,183   | )     
|Net income                                               |                                                  |   | 35,683   |   |          |  | 242,440    |   |  |  | 278,123    |       
|                                                         |                                                  |   |          |   |          |  |            |   |  |  |            |       
|Partners capital at December 31, 2001                   |                                                  | $ | 333,836  |   |          |  | 3,193,745  |   |  |  | 3,527,581  |       
|                                                         |                                                  |   |          |   |          |  |            |   |  |  |            |       
|Average net asset value per limited partnership unit at: |                                                  |   |          |   |          |  |            |   |  |  |            |       
|                                                         | December 31, 2001; 20,889.8541 units outstanding |   |          |   |          |  |            |   |  |  | $          | 152.89 | 
|                                                         | December 31, 2000: 22,552.6785 units outstanding |   |          |   |          |  |            |   |  |  | $          | 142.13 | 
|                                                         | December 31, 1999; 31,103.0777 units outstanding |   |          |   |          |  |            |   |  |  | $          | 148.62 | 

See accompanying notes to financial statements.

F-4



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##### Table of Contents



CERES FUND, L.P.

(A Tennessee Limited Partnership)
Statements of Cash Flows
Years ended December 31, 2001, 2000 and 1999

|                                      |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |        |            |          |   |          |          |  
|------------------------------------- | --------------------------------------------------- | ------------------------------------------------------------------------------------------ | ----------------------------------------------------- | ------------------------------------------------------- | - | ------ | -------- | ---------- | - | ------ | ---------- | -------- | - | -------- | -------- | -
|                                      |                                                     |                                                                                            |                                                       |                                                         |   | 2001   |          | 2000       |   | 1999  
|                                      |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |       
|Cash flows from operating activities: |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |        |            |         
|                                      | Net earnings (loss)                                 |                                                                                            | $                                                     | 278,123                                                 |   |        |          | (165,787   | ) |        |            | 114,234  |  
|                                      |                                                     | Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities: |                                                       |                                                         |   |        |          |            |   |        |            |          |   |         
|                                      |                                                     |                                                                                            | Change of market valuation of open futures
contracts  |                                                         |   | 84,480 |          |            |   | 77,995 |            |          |   | (504,019 | )       
|                                      |                                                     |                                                                                            | Decrease
in market valuation of open option contracts |                                                         |   | 14,610 |          |            |   | 37,265 |            |          |   |          |         
|                                      |                                                     |                                                                                            | (Increase) decrease in operating assets:              |                                                         |   |        |          |            |   |        |            |          |   |          |         
|                                      |                                                     |                                                                                            |                                                       | Investments in commodities futures
trading account, net |   |        | (47,366  | )          |   |        | 1,373,770  |          |   |          | 737,699  |  
|                                      |                                                     |                                                                                            |                                                       | Interest receivable                                     |   |        | (509     | )          |   |        | 326        |          |   |          | 2,471    |  
|                                      |                                                     |                                                                                            | Increase (decrease) in operating liabilities:         |                                                         |   |        |          |            |   |        |            |          |   |          |         
|                                      |                                                     |                                                                                            |                                                       | Accrued management fees                                 |   |        | (237     | )          |   |        | (4,914     | )        |   |          | (1,225   | )
|                                      |                                                     |                                                                                            |                                                       | Other accrued expenses                                  |   |        | 12,350   |            |   |        | 25,033     |          |   |          | (31,655  | )
|                                      |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |        |            |         
|                                      |                                                     |                                                                                            |                                                       | Net cash provided by operating activities               |   |        | 326,841  |            |   |        | 1,321,033  |          |   |          | 354,770  |  
|Cash flows from financing activities: |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |        |            |         
|                                      | Net proceeds from sale of limited partnership units |                                                                                            |                                                       |                                                        |   |        |          | 72,115     |   |        |            | 36,742   |  
|                                      | Redemptions of limited partnership units            |                                                                                            |                                                       | (313,219                                                | ) |        |          | (1,380,977 | ) |        |            | (500,979 | )
|                                      |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |        |            |         
|                                      |                                                     |                                                                                            |                                                       | Net cash used in financing activities                   |   |        | (313,219 | )          |   |        | (1,308,862 | )        |   |          | (464,237 | )
|Net increase (decrease) in cash       |                                                     |                                                                                            | 13,622                                                |                                                         |   |        | 12,171   |            |   |        | (109,467   | )       
|Cash at beginning of year             |                                                     |                                                                                            | 43,676                                                |                                                         |   |        | 31,505   |            |   |        | 140,972    |         
|                                      |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |        |            |         
|Cash at end of year                   |                                                     | $                                                                                          | 57,298                                                |                                                         |   |        | 43,676   |            |   |        | 31,505     |         
|                                      |                                                     |                                                                                            |                                                       |                                                         |   |        |          |            |   |        |            |          |  

See accompanying notes to financial statements.

F-5



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Summary of Net Asset Values

December 31, 2001

|                  |  |            |             |           |  |             |              |             |  |               |            |             |  |  |             |  |  |   |          |  |  |   |           | 
|----------------- |  | ---------- | ----------- | --------- |  | ----------- | ------------ | ----------- |  | ------------- | ---------- | ----------- |  |  | ----------- |  |  | - | -------- |  |  | - | --------- | 
|                  |  | NUMBER     |             | NUMBER    |  | NUMBER      |              | NET ASST    |  | TOTAL LIMITED |            |             |  | 
|SUBSCRIBER        |  | OF UNITS   |             | OF UNITS  |  | OF UNITS    |              | OF UNITS    |  | VALUE         |            | PARTNER NET
|ADMISSION DATE    |  | SUBSCRIBED |             | WITHDRAWN |  | DISTRIBUTED |              | OUTSTANDING |  | PER UNIT      |            | ASSET VALUE
|                  |  |            |             |           |  |             |              |             |  |               |            |            
|January 1, 1996   |  |            | 43,256.2273 |           |  |             | (35,183.1116 | )           |  |               | 1,793.0394 |             |  |  | 9,866.1551  |  |  | $ | 153.389  |  |  | $ | 1,513,360 | 
|November 1, 1996  |  |            | 239.4689    |           |  |             | (275.7058    | )           |  |               | 41.3760    |             |  |  | 5.1391      |  |  |   | 153.389  |  |  |   | 788       | 
|December 1, 1996  |  |            | 155.2598    |           |  |             | (182.7844    | )           |  |               | 27.5246    |             |  |  |            |  |  |   |         |  |  |   |          | 
|January 1, 1997   |  |            | 708.7734    |           |  |             | (702.8389    | )           |  |               |           |             |  |  | 5.9345      |  |  |   | 153.389  |  |  |   | 910       | 
|February 1, 1997  |  |            | 1,555.9517  |           |  |             | (879.4509    | )           |  |               |           |             |  |  | 676.5008    |  |  |   | 153.389  |  |  |   | 103,768   | 
|March 1, 1997     |  |            | 2,630.9876  |           |  |             | (1,045.9950  | )           |  |               |           |             |  |  | 1,584.9926  |  |  |   | 153.289  |  |  |   | 242,961   | 
|April 1, 1997     |  |            | 3,704.4494  |           |  |             | (1,094.5188  | )           |  |               |           |             |  |  | 2,609.9306  |  |  |   | 153.061  |  |  |   | 399,478   | 
|May 1, 1997       |  |            | 1,381.6388  |           |  |             | (637.4066    | )           |  |               |           |             |  |  | 744.2322    |  |  |   | 152.836  |  |  |   | 113,744   | 
|June 1, 1997      |  |            | 988.1934    |           |  |             | (396.1881    | )           |  |               |           |             |  |  | 592.0053    |  |  |   | 153.389  |  |  |   | 90,807    | 
|July 1, 1997      |  |            | 826.3808    |           |  |             | (188.8130    | )           |  |               |           |             |  |  | 637.5678    |  |  |   | 149.889  |  |  |   | 95,564    | 
|August 1, 1997    |  |            | 493.4459    |           |  |             |             |             |  |               |           |             |  |  | 493.4459    |  |  |   | 150.938  |  |  |   | 74,480    | 
|September 1, 1997 |  |            | 209.0262    |           |  |             |             |             |  |               |           |             |  |  | 209.0262    |  |  |   | 150.592  |  |  |   | 31,478    | 
|October 1, 1997   |  |            | 496.1560    |           |  |             | (35.8050     | )           |  |               |           |             |  |  | 460.3510    |  |  |   | 151.042  |  |  |   | 69,532    | 
|November 1, 1997  |  |            | 229.6653    |           |  |             |             |             |  |               |           |             |  |  | 229.6653    |  |  |   | 151.094  |  |  |   | 34,701    | 
|December 1, 1997  |  |            | 327.4226    |           |  |             | (201.4908    | )           |  |               |           |             |  |  | 125.9318    |  |  |   | 151.389  |  |  |   | 19,065    | 
|January 1, 1998   |  |            | 103.8085    |           |  |             | (103.8085    | )           |  |               |           |             |  |  |            |  |  |   |         |  |  |   |          | 
|February 1, 1998  |  |            | 509.8596    |           |  |             | (255.8443    | )           |  |               |           |             |  |  | 254.0153    |  |  |   | 151.189  |  |  |   | 38,404    | 
|March 1, 1998     |  |            | 1,177.3329  |           |  |             | (491.2623    | )           |  |               |           |             |  |  | 686.0706    |  |  |   | 151.429  |  |  |   | 103,891   | 
|April 1, 1998     |  |            | 717.5374    |           |  |             | (597.4042    | )           |  |               |           |             |  |  | 120.1332    |  |  |   | 153.002  |  |  |   | 18,381    | 
|May 1, 1998       |  |            | 422.0476    |           |  |             | (114.0062    | )           |  |               |           |             |  |  | 308.0414    |  |  |   | 153.002  |  |  |   | 47,131    | 
|June 1, 1998      |  |            | 669.0029    |           |  |             | (299.6207    | )           |  |               |           |             |  |  | 369.3822    |  |  |   | 153.002  |  |  |   | 56,516    | 
|August 1, 1998    |  |            | 506.3963    |           |  |             | (345.0840    | )           |  |               |           |             |  |  | 161.3123    |  |  |   | 152.711  |  |  |   | 24,634    | 
|September 1, 1998 |  |            | 29.1615     |           |  |             |             |             |  |               |           |             |  |  | 29.1615     |  |  |   | 153.000  |  |  |   | 4,462     | 
|October 1, 1998   |  |            | 217.9573    |           |  |             |             |             |  |               |           |             |  |  | 217.9573    |  |  |   | 152.995  |  |  |   | 33,346    | 
|March 1, 1999     |  |            | 51.6151     |           |  |             | (51.6151     | )           |  |               |           |             |  |  |            |  |  |   |         |  |  |   |          | 
|April 1, 1999     |  |            | 66.7377     |           |  |             | (66.7377     | )           |  |               |           |             |  |  |            |  |  |   |         |  |  |   |          | 
|May 1, 1999       |  |            | 60.1015     |           |  |             | (60.1015     | )           |  |               |           |             |  |  |            |  |  |   |         |  |  |   |          | 
|June 1, 1999      |  |            | 28.6521     |           |  |             | (28.6521     | )           |  |               |           |             |  |  |            |  |  |   |         |  |  |   |          | 
|September 1, 1999 |  |            | 21.3654     |           |  |             |             |             |  |               |           |             |  |  | 21.3654     |  |  |   | 152.801  |  |  |   | 3,265     | 
|March 1, 2000     |  |            | 319.7433    |           |  |             |             |             |  |               |           |             |  |  | 319.7433    |  |  |   | 151.878  |  |  |   | 48,562    | 
|April 1, 2000     |  |            | 161.7934    |           |  |             |             |             |  |               |           |             |  |  | 161.7934    |  |  |   | 151.534  |  |  |   | 24,517    | 
|                  |  |            |             |           |  |             |              |             |  |               |            |             |  |  |             |  |  |   |          |  |  |   |           | 
|                  |  |            | 62,266.1596 |           |  |             | (43,238.2455 | )           |  |               | 1,861.9400 |             |  |  | 20,889.8541 |  |  | $ | 152.8850 |  |  | $ | 3,193,745 | 
|                  |  |            |             |           |  |             |              |             |  |               |            |             |  |  |             |  |  |   |          |  |  |   |           | 

See accompanying notes to financial statements.

F-6



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Summary of Net Asset Values

December 31, 2000

|                  |  |            |             |           |  |             |              |             |  |           |            |               |  |  |             |  |  |   |         |  |  |   |           | 
|----------------- |  | ---------- | ----------- | --------- |  | ----------- | ------------ | ----------- |  | --------- | ---------- | ------------- |  |  | ----------- |  |  | - | ------- |  |  | - | --------- | 
|                  |  | NUMBER     |             | NUMBER    |  | NUMBER      |              | NUMBER      |  | NET ASSET |            | TOTAL LIMITED
|SUBSCRIBER        |  | OF UNITS   |             | OF UNITS  |  | OF UNITS    |              | OF UNITS    |  | VALUE     |            | PARTNER NET  
|ADMISSION DATE    |  | SUBSCRIBED |             | WITHDRAWN |  | DISTRIBUTED |              | OUTSTANDING |  | PER UNIT  |            | ASSET VALUE  
|                  |  |            |             |           |  |             |              |             |  |           |            |              
|January 1, 1996   |  |            | 43,256.2273 |           |  |             | (34,257.4290 | )           |  |           | 1,793.0394 |               |  |  | 10,791.8377 |  |  | $ | 142.550 |  |  | $ | 1,538,258 | 
|November 1, 1996  |  |            | 239.4689    |           |  |             | (272.9274    | )           |  |           | 41.3760    |               |  |  | 7.9175      |  |  |   | 142.550 |  |  |   | 1,129     | 
|December 1, 1996  |  |            | 155.2598    |           |  |             | (182.7844    | )           |  |           | 27.5246    |               |  |  |            |  |  |   |        |  |  |   |          | 
|January 1, 1997   |  |            | 708.7734    |           |  |             | (634.1576    | )           |  |           |           |               |  |  | 74.6158     |  |  |   | 142.550 |  |  |   | 10,636    | 
|February 1, 1997  |  |            | 1,555.9517  |           |  |             | (834.3509    | )           |  |           |           |               |  |  | 721.6008    |  |  |   | 142.457 |  |  |   | 102,797   | 
|March 1, 1997     |  |            | 2,630.9876  |           |  |             | (814.4287    | )           |  |           |           |               |  |  | 1,816.5589  |  |  |   | 142.457 |  |  |   | 258,781   | 
|April 1, 1997     |  |            | 3,704.4494  |           |  |             | (734.4429    | )           |  |           |           |               |  |  | 2,970.0065  |  |  |   | 142.245 |  |  |   | 422,468   | 
|May 1, 1997       |  |            | 1,381.6388  |           |  |             | (637.4066    | )           |  |           |           |               |  |  | 744.2322    |  |  |   | 142.035 |  |  |   | 105,707   | 
|June 1, 1997      |  |            | 988.1934    |           |  |             | (396.1881    | )           |  |           |           |               |  |  | 592.0053    |  |  |   | 142.550 |  |  |   | 84,390    | 
|July 1, 1997      |  |            | 826.3808    |           |  |             | (188.8130    | )           |  |           |           |               |  |  | 637.5678    |  |  |   | 139.296 |  |  |   | 88,810    | 
|August 1, 1997    |  |            | 493.4459    |           |  |             |             |             |  |           |           |               |  |  | 493.4459    |  |  |   | 140.271 |  |  |   | 69,216    | 
|September 1, 1997 |  |            | 209.0262    |           |  |             |             |             |  |           |           |               |  |  | 209.0262    |  |  |   | 139.949 |  |  |   | 29,253    | 
|October 1, 1997   |  |            | 496.1560    |           |  |             | (35.8050     | )           |  |           |           |               |  |  | 460.3510    |  |  |   | 140.367 |  |  |   | 64,618    | 
|November 1, 1997  |  |            | 229.6653    |           |  |             |             |             |  |           |           |               |  |  | 229.6653    |  |  |   | 140.415 |  |  |   | 32,249    | 
|December 1, 1997  |  |            | 327.4226    |           |  |             | (201.4908    | )           |  |           |           |               |  |  | 125.9318    |  |  |   | 140.690 |  |  |   | 17,717    | 
|January 1, 1998   |  |            | 103.8085    |           |  |             | (103.8085    | )           |  |           |           |               |  |  |            |  |  |   |        |  |  |   |          | 
|February 1, 1998  |  |            | 509.8596    |           |  |             | (255.8443    | )           |  |           |           |               |  |  | 254.0153    |  |  |   | 140.504 |  |  |   | 35,690    | 
|March 1, 1998     |  |            | 1,177.3329  |           |  |             | (491.2623    | )           |  |           |           |               |  |  | 686.0706    |  |  |   | 140.727 |  |  |   | 96,549    | 
|April 1, 1998     |  |            | 717.5374    |           |  |             | (573.3805    | )           |  |           |           |               |  |  | 144.1569    |  |  |   | 142.189 |  |  |   | 20,498    | 
|May 1, 1998       |  |            | 422.0476    |           |  |             | (114.0062    | )           |  |           |           |               |  |  | 308.0414    |  |  |   | 142.189 |  |  |   | 43,800    | 
|June 1, 1998      |  |            | 669.0029    |           |  |             | (299.6207    | )           |  |           |           |               |  |  | 369.3822    |  |  |   | 142.189 |  |  |   | 52,522    | 
|August 1, 1998    |  |            | 506.3963    |           |  |             | (340.1678    | )           |  |           |           |               |  |  | 166.2285    |  |  |   | 141.919 |  |  |   | 23,591    | 
|September 1, 1998 |  |            | 29.1615     |           |  |             |             |             |  |           |           |               |  |  | 29.1615     |  |  |   | 148.650 |  |  |   | 4,335     | 
|October 1, 1998   |  |            | 217.9573    |           |  |             |             |             |  |           |           |               |  |  | 217.9573    |  |  |   | 142.183 |  |  |   | 30,990    | 
|March 1, 1999     |  |            | 51.6151     |           |  |             | (51.6151     | )           |  |           |           |               |  |  |            |  |  |   |        |  |  |   |          | 
|April 1, 1999     |  |            | 66.7377     |           |  |             | (66.7377     | )           |  |           |           |               |  |  |            |  |  |   |        |  |  |   |          | 
|May 1, 1999       |  |            | 60.1015     |           |  |             | (60.1015     | )           |  |           |           |               |  |  |            |  |  |   |        |  |  |   |          | 
|June 1, 1999      |  |            | 28.6521     |           |  |             | (28.6521     | )           |  |           |           |               |  |  |            |  |  |   |        |  |  |   |          | 
|September 1, 1999 |  |            | 21.3654     |           |  |             |             |             |  |           |           |               |  |  | 21.3654     |  |  |   | 142.171 |  |  |   | 3,038     | 
|March 1, 2000     |  |            | 319.7433    |           |  |             |             |             |  |           |           |               |  |  | 319.7433    |  |  |   | 142.164 |  |  |   | 45,456    | 
|April 1, 2000     |  |            | 161.7934    |           |  |             |             |             |  |           |           |               |  |  | 161.7934    |  |  |   | 142.091 |  |  |   | 22,989    | 
|                  |  |            |             |           |  |             |              |             |  |           |            |               |  |  |             |  |  |   |         |  |  |   |           | 
|                  |  |            | 62,266.1596 |           |  |             | (41,575.4211 | )           |  |           | 1,861.9400 |               |  |  | 22,552.6785 |  |  | $ | 142.133 |  |  | $ | 3,205,488 | 
|                  |  |            |             |           |  |             |              |             |  |           |            |               |  |  |             |  |  |   |         |  |  |   |           | 

See accompanying notes to financial statements.

F-7



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##### Table of Contents



CERES FUND, L.P.
( A Tennessee Limited Partnership)

Summary of Net Asset Values

December 31, 1999

|                  |  |            |             |           |  |             |              |             |  |           |            |               |  |  |             |  |  |   |          |  |  |   |           | 
|----------------- |  | ---------- | ----------- | --------- |  | ----------- | ------------ | ----------- |  | --------- | ---------- | ------------- |  |  | ----------- |  |  | - | -------- |  |  | - | --------- | 
|                  |  | NUMBER     |             | NUMBER    |  | NUMBER      |              | NUMBER      |  | NET ASSET |            | TOTAL LIMITED
|SUBSCRIBER        |  | OF UNITS   |             | OF UNITS  |  | OF UNITS    |              | OF UNITS    |  | VALUE     |            | PARTNER NET  
|ADMISSION DATE    |  | SUBSCRIBED |             | WITHDRAWN |  | DISTRIBUTED |              | OUTSTANDING |  | PER UNIT  |            | ASSET VALUE  
|                  |  |            |             |           |  |             |              |             |  |           |            |              
|January 1, 1996   |  |            | 43,256.2273 |           |  |             | (29,128.3907 | )           |  |           | 1,793.0394 |               |  |  | 15,920.8760 |  |  | $ | 149.029  |  |  | $ | 2,372,672 | 
|November 1, 1996  |  |            | 239.4689    |           |  |             | (158.6871    | )           |  |           | 41.3760    |               |  |  | 122.1578    |  |  |   | 149.029  |  |  |   | 18,205    | 
|December 1, 1996  |  |            | 155.2598    |           |  |             | (73.6832     | )           |  |           | 27.5246    |               |  |  | 109.1012    |  |  |   | 149.029  |  |  |   | 16,259    | 
|January 1, 1997   |  |            | 708.7734    |           |  |             | (389.1942    | )           |  |           |           |               |  |  | 319.5792    |  |  |   | 149.029  |  |  |   | 47,627    | 
|February 1, 1997  |  |            | 1,555.9517  |           |  |             | (315.7003    | )           |  |           |           |               |  |  | 1,240.2514  |  |  |   | 149.029  |  |  |   | 184,833   | 
|March 1, 1997     |  |            | 2,630.9876  |           |  |             | (652.3322    | )           |  |           |           |               |  |  | 1,978.6554  |  |  |   | 148.932  |  |  |   | 294,685   | 
|April 1, 1997     |  |            | 3,704.4494  |           |  |             | (500.5439    | )           |  |           |           |               |  |  | 3,203.9055  |  |  |   | 148.710  |  |  |   | 476,453   | 
|May 1, 1997       |  |            | 1,381.6388  |           |  |             | (519.2827    | )           |  |           |           |               |  |  | 862.3561    |  |  |   | 148.490  |  |  |   | 128,051   | 
|June 1, 1997      |  |            | 988.1934    |           |  |             | (113.8472    | )           |  |           |           |               |  |  | 874.3462    |  |  |   | 149.028  |  |  |   | 130,302   | 
|July 1, 1997      |  |            | 826.3808    |           |  |             | (6.8935      | )           |  |           |           |               |  |  | 819.4873    |  |  |   | 145.625  |  |  |   | 119,338   | 
|August 1, 1997    |  |            | 493.4459    |           |  |             |             |             |  |           |           |               |  |  | 493.4459    |  |  |   | 146.645  |  |  |   | 72,361    | 
|September 1, 1997 |  |            | 209.0262    |           |  |             |             |             |  |           |           |               |  |  | 209.0262    |  |  |   | 146.308  |  |  |   | 30,582    | 
|October 1, 1997   |  |            | 496.1560    |           |  |             | (20.4600     | )           |  |           |           |               |  |  | 475.6960    |  |  |   | 146.746  |  |  |   | 69,806    | 
|November 1, 1997  |  |            | 229.6653    |           |  |             |             |             |  |           |           |               |  |  | 229.6653    |  |  |   | 146.796  |  |  |   | 33,714    | 
|December 1, 1997  |  |            | 327.4226    |           |  |             | (75.5590     | )           |  |           |           |               |  |  | 251.8636    |  |  |   | 147.083  |  |  |   | 37,045    | 
|January 1, 1998   |  |            | 103.8085    |           |  |             |             |             |  |           |           |               |  |  | 103.8085    |  |  |   | 147.252  |  |  |   | 15,286    | 
|February 1, 1998  |  |            | 509.8596    |           |  |             | (50.8031     | )           |  |           |           |               |  |  | 459.0565    |  |  |   | 146.889  |  |  |   | 67,430    | 
|March 1, 1998     |  |            | 1,177.3329  |           |  |             | (88.4793     | )           |  |           |           |               |  |  | 1,088.8536  |  |  |   | 147.123  |  |  |   | 160,195   | 
|April 1, 1998     |  |            | 717.5374    |           |  |             | (154.4626    | )           |  |           |           |               |  |  | 563.0748    |  |  |   | 148.651  |  |  |   | 83,702    | 
|May 1, 1998       |  |            | 422.0476    |           |  |             | (47.9973     | )           |  |           |           |               |  |  | 374.0503    |  |  |   | 148.651  |  |  |   | 55,603    | 
|June 1, 1998      |  |            | 669.0029    |           |  |             | (230.3615    | )           |  |           |           |               |  |  | 438.6414    |  |  |   | 148.651  |  |  |   | 65,204    | 
|August 1, 1998    |  |            | 506.3963    |           |  |             | (16.8074     | )           |  |           |           |               |  |  | 489.5889    |  |  |   | 148.369  |  |  |   | 72,640    | 
|September 1, 1998 |  |            | 29.1615     |           |  |             |             |             |  |           |           |               |  |  | 29.1615     |  |  |   | 148.650  |  |  |   | 4,335     | 
|October 1, 1998   |  |            | 217.9573    |           |  |             |             |             |  |           |           |               |  |  | 217.9573    |  |  |   | 148.645  |  |  |   | 32,398    | 
|March 1, 1999     |  |            | 51.6151     |           |  |             |             |             |  |           |           |               |  |  | 51.6151     |  |  |   | 148.640  |  |  |   | 7,672     | 
|April 1, 1999     |  |            | 66.7377     |           |  |             |             |             |  |           |           |               |  |  | 66.7377     |  |  |   | 148.636  |  |  |   | 9,920     | 
|May 1, 1999       |  |            | 60.1015     |           |  |             |             |             |  |           |           |               |  |  | 60.1015     |  |  |   | 148.628  |  |  |   | 8,933     | 
|June 1, 1999      |  |            | 28.6521     |           |  |             |             |             |  |           |           |               |  |  | 28.6521     |  |  |   | 148.644  |  |  |   | 4,259     | 
|September 1, 1999 |  |            | 21.3654     |           |  |             |             |             |  |           |           |               |  |  | 21.3654     |  |  |   | 148.633  |  |  |   | 3,176     | 
|                  |  |            |             |           |  |             |              |             |  |           |            |               |  |  |             |  |  |   |          |  |  |   |           | 
|                  |  |            | 61,784.6229 |           |  |             | (32,543.4852 | )           |  |           | 1,861.9400 |               |  |  | 31,103.0777 |  |  | $ | 148.6247 |  |  | $ | 4,622,686 | 
|                  |  |            |             |           |  |             |              |             |  |           |            |               |  |  |             |  |  |   |          |  |  |   |           | 

See accompanying notes to financial statements.

F-8



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Notes to Financial Statements
December 31, 2001 and 2000



|(1) |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|--- |  | ------------------------------------------
|   
|(A) |  | ORGANIZATION                              



| |     |  | Ceres Fund, L.P. (the Partnership) is a Tennessee limited partnership
organized on September 19, 1990 to engage in the speculative trading of
commodities futures contracts and other commodity interests. Randell
Commodity Corporation (Randell) and RanDelta Capital Partners, L.P.
(RanDelta) are the general partners. Randell serves as the managing general
partner and RanDelta serves as the financial general partner. Randell acts as
commodity trading advisor with respect to the Partnership.                                                                                                       
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Partnership solicited subscriptions for a maximum of 100,000 units of
limited partnership interest at $105 per unit ($100 net of commission).
During the initial offering period 13,471.6805 units were sold and the
Partnership commenced trading commodity futures contracts on December 1,
1991. The Partnership sells units as of the end of each month at the then
average net asset value per unit plus a selling commission of 4% in
accordance with the terms of the Limited Partnership Agreement. The
Partnership can continue selling units until the maximum 100,000 units
offered have been sold.
|
| |     |  | Income and expenses of the Partnership (excluding the Management Allocation
and Incentive Allocation) are allocated pro rata among the partners based on
their respective capital accounts as of the beginning of the month in which
the items of income and expense accrue, except that limited partners have no
liability for partnership obligations in excess of his or her capital
account, including earnings. The Management Allocation and Incentive
Allocation are allocated to the Limited Partners only in accordance with the
terms of the Limited Partnership Agreement.                             
|
| |     |  | Units may not be redeemed during the first six months after they are
purchased. Thereafter, limited partners may redeem their units at the
redemption net asset value per unit as of the end of any calendar quarter
upon ten days written notice to the managing general partner. The redemption
value is based on the net asset value of all units redeemed as more fully
described in the offering prospectus.                                                                                                                                                                                                 
|
| |     |  | Under the terms of the partnership agreement, the Partnership will terminate
on the earlier of December 31, 2020, or the occurrence of certain events as
more fully described in the Limited Partnership Agreement.                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (B) |  | EQUITY IN COMMODITY FUTURES TRADING ACCOUNT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     |  | U.S. government obligations represent investments in U.S. Treasury Bills with
a maturity of 90 days or less and are carried at fair value and any
unrealized gains and losses are reflected in income. Cash represents deposits
at brokers and funds temporarily held in interest bearing accounts.                                                                                                                                                                                                                                                                                                               

F-9



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Notes to Financial Statements
December 31, 2001 and 2000



| | (C) |  | FUTURES CONTRACTS AND OPTIONS CONTRACTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Futures contracts are required to be made on a commodity exchange and call
for the future delivery of various agricultural and nonagricultural
commodities, currencies or financial instruments at a specified time and
place. These contractual obligations, depending on whether one is a buyer or
a seller, may be satisfied either by taking or making physical delivery of an
approved grade of the particular commodity (or, in the case of some
contracts, by cash settlement) or by making an offsetting sale or purchase of
an equivalent commodity futures contract on the same (or a linked) exchange
prior to the designated date of delivery. In market terminology, a trader who
purchases a futures contract is long in the futures market, and a trader
who sells a futures contract is short in the futures market. Outstanding
futures contracts (those that have not been closed out by an offsetting
purchase or sale or by delivery) are known as open trades or open
positions.
|
| |     |  | Among the agricultural commodities for which there are futures contracts are
corn, oats, wheat, soybeans, soybean oil, soybean meal, live cattle, live
hogs, pork bellies, coffee, sugar, cocoa and cotton. Nonagricultural
commodities for which there are futures contracts include copper, silver,
gold, platinum, lumber, currency, Treasury bonds and bills, mortgage-backed
securities, Eurodollar deposits, certain petroleum products and stock,
inflation and interest rate related indices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | An option on a futures contract gives the purchaser of the option the right
(but not the obligation) to take a position at a specified price (the
striking, strike or exercise price) in the underlying futures contract.
Options have limited life spans, usually tied to the delivery or settlement
date of the underlying futures contract. Some options, however, expire
significantly in advance of such date. The value of an option at any given
point in time is a function of market volatility and the price level of the
underlying futures contract.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     |  | Open futures contracts are valued at the settlement price on the date of
valuation as determined by the exchange on which the contract was traded.
Changes in the market value of open futures contracts, entered into for
speculative investing, are recorded as unrealized gains or losses in the
accompanying statement of operations. Realized gains and losses (excluding
commissions and other exchange related fees) are recognized when such
contracts are closed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (D) |  | MARKET AND CREDIT RISKS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | Derivative instruments involve varying degrees of market risks, and changes
in the level or volatility of interest rates, foreign currency exchange rates
or market values of the underlying financial instruments or commodities
underlying such derivative instruments frequently result in changes in the
Partnerships unrealized profit (loss) on such derivative instruments. The
Partnerships exposure to market risk is influenced by a number of factors,
including the relationships among the derivative instruments held by the
Partnership as well as the volatility and liquidity in the markets in which
the financial instruments are traded.                                                                                                                                                                                                                                                                                                                                               

F-10



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Notes to Financial Statements
December 31, 2001 and 2000



| |     |  | The credit risks associated with exchange-traded contracts are typically
perceived to be less than those associated with over-the-counter transactions
(non-exchange-traded), 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.                                                                                      
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (E) |  | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |     |  | No provision for income taxes has been made in the accompanying financial
statements since, as a partnership, income and losses for tax purposes are
allocated to the partners for inclusion in their respective tax returns.                                                                                                                                                                                                                                                                                                             
|
| |     |  | At December 31, 2000, the Partnership had net operating loss carryforwards
for state income tax purposes and recorded a valuation allowance. During 2001
the Partnership had state taxable income which utilized the state net
operating loss carryforward.                                                                                                                                                                                                                                                                               
|
| | (F) |  | MANAGEMENT ESTIMATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.                                                         
|
| | (G) |  | RECLASSIFICATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | Certain prior year amounts have been reclassified to conform to their 2001
presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (H) |  | AVERAGE NET EARNINGS (LOSS) PER UNIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | The average net earnings (loss) per unit as reported on the statement of
operations was calculated as net earnings (loss) allocated to the limited
partners divided by average outstanding units during the year. Average
outstanding units were 21,711.75, 25,997.87 and 33,292.18 in 2001, 2000 and
1999, respectively.                                                                                                                                                                                                                 
|
| | (I) |  | RECENT ACCOUNTING PRONOUNCEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     |  | In September 2000, SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguisments of Liabilities was issued. This Statement
replaces SFAS No. 125. It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of Statement 125s
provisions without reconsideration. The Partnerships adoption of the
statement had no material impact on its financial position or results of
operation.

F-11



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Notes to Financial Statements
December 31, 2001 and 2000



|    |  | In July 2001, SFAS No. 141, Business Combinations and SFAS No. 142 Goodwill
and Other Intangible Assets were issued. Statement 141 required that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001, as well as all purchase method business combinations
completed after June 30, 2001. Statement 141 also specifies criteria
intangible assets acquired in a purchase business combination must meet to be
recognized and reported apart from goodwill. The adoption of these statements
will have no material impact on the Partnerships financial position or
results of operations.                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | In July 2001, SFAS No. 143, Accounting for Asset Retirement Obligations was
issued. This statement requires entities to record the fair value of a
liability for an asset retirement obligation in the period which it is
incurred. The standard is effective for fiscal years beginning after June 15,
2002, with earlier adoption permitted. The Partnership does not expect this
statement to have a material impact on its financial position or results of
operations.                                                                                                                                                                                                                                  
|   
|    |  | In October 2001, SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, was issued. Statement 144 develops an accounting model for
long-lived assets that are to be disposed of by sale. The Partnership will
adopt Statement 144 effective January 1, 2002. The Partnership does not
expect the adoption of this statement to have a material impact on its
financial position or results of operations.                                                                                                                                                                                                                                                                             
|   
|(J) |  | FAIR VALUE OF FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | SFAS No. 107, Disclosure About Fair Value of Financial Instruments, extends
existing fair value disclosure practices for some instruments by requiring
all entities to disclose the fair value of financial instruments, both assets
and liabilities recognized and not recognized in the statement of financial
condition, for which it is practicable to estimate fair value. If estimating
fair value is not practicable, this Statement requires disclosures of
descriptive information pertinent to estimating the value of a financial
instrument. At December 31, 2001 and 2000, substantially all of the
Partnerships financial instruments, as defined in the Statement, are carried
at fair value.
|   
|(2) |  | MANAGEMENT AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | The Partnership has entered into a Management Agreement in consideration of
and as compensation for the services to be rendered by the General Partners
and trading advisor. The Partnership pays a monthly Management Allocation
equal to 1/3 of 1% (4% per annum) of the Adjusted Net Asset Value of units at
month end, plus a quarterly Incentive Allocation of 15% of any net new
appreciation in the Adjusted Net Asset Value of units for the quarter. Such
fees were as follows:                                                                                                                                                                                                                     

|                |  |      |         |      |  |      |         |  |  |  |         | 
|--------------- |  | ---- | ------- | ---- |  | ---- | ------- |  |  |  | ------- | 
|                |  | 2001 |         | 2000 |  | 1999
|                |  |      |         |      |  |     
|Management fees |  | $    | 133,693 |      |  |      | 152,088 |  |  |  | 208,611 | 
|Incentive fees  |  |      | 584     |      |  |      |        |  |  |  |        | 

F-12



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Notes to Financial Statements
December 31, 2001 and 2000



|(3) |  | CUSTOMER AGREEMENT WITH REFCO, INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Partnership entered into a customer agreement with Refco, pursuant to
which the Partnership deposits its assets in a commodity trading account with
Refco who executes trades on behalf of the Partnership. The Partnership
agrees to pay such brokerage and commission charges and fees as Refco may
establish and charge from time to time. Refco charges the Partnership
commissions on commodity trades at the rate of $32.50 per round-turn. Total
commissions charged to the Partnership by Refco in 2001, 2000 and 1999 were
$313,044, $244,141 and $331,112, respectively. The Partnership earns interest
on Treasury Bills held in its account, on interest-bearing accounts and on
80% of the average daily equity maintained as cash in the Partnerships
trading account at a rate that approximated the average yield on 13-week
United States Treasury Bills. Total interest earned by the Partnership in
2001, 2000 and 1999 was $134,871, $236,259 and $247,544, respectively.
|   
|(4) |  | RELATED PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | The sole shareholder of the parent of the managing General Partner is an
active partner in the law firm which is the counsel to the Partnership, the
General Partners and the Memphis branch of Refco, the Partnerships commodity
broker.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) |  | DERIVATIVE INSTRUMENTS USED IN SPECULATIVE TRADING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | In the normal course of business, the Partnership enters into transactions
with derivative instruments used for speculative trading. These derivative
instruments include financial futures contracts and option contracts. Futures
contracts provide for the delayed delivery of commodities, whereby the seller
agrees to make delivery at a specified future date, at a specified price.
Futures contracts and options on such contracts are held for trading and
arbitrage purposes. The notional value of these contracts reflect the extent
of involvement the Partnership has in particular types of contracts. Risk
arises from movements in commodities values. At December 31, 2001, the
underlying notional value of open contract commitments were long $5,310,250
and short $(6,299,900).                                                                                                                                                                                           
|   
|    |  | The Partnership trades in a variety of futures and options derivative
instruments, and all open positions are reported at fair value. Trading
gains, including realized and unrealized gains and losses, from financial
futures contracts and options transactions for the year ended December 31,
2001 was $715,270. The average fair value of open commodity financial
instruments, and the year-end fair value of open commodities are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                              |  |                  |         |                   |  |   |          |  
|----------------------------- |  | ---------------- | ------- | ----------------- |  | - | -------- | -
|                              |  | AVERAGE FAIR     |         | FAIR VALUE OF    
|                              |  | VALUE OF OPEN    |         | OPEN POSITIONS AT
|                              |  | POSITIONS DURING |         | DECEMBER 31, 2001
|                              |  | 2001             |         |                  
|                              |  |                  |         |                   |  |  
|Assets (Long Positions)       |  | $                | (6,244  | )                 |  | $ | 1,775    |  
|Liabilities (Short Positions) |  |                  | (23,587 | )                 |  |   | (126,930 | )

F-13



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Notes to Financial Statements
December 31, 2001 and 2000



|(6) |  | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Funds principal activity is speculative trading of agricultural
commodities futures contracts and other commodity interests. Management has
determined that these activities constitute one reportable segment. The Fund
trades ten different commodities: soybean, cattle, grain spread, corn,
cotton, wheat, coffee, Deutsche Marks, S&P Futures, and S&P Petroleum. The
accounting policies are the same as those described in the summary of
significant accounting policies.
|   
|    |  | The results of operations and selected financial information by commodity for
the three years ended December 31, 2001, 2000 and 1999 are presented below:                                                                                                                                                                                                                                                                                                                             



|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         |  |         | 
|------------------------------------------------------------- | ------------------------- | ---------------------------------------- | ------- | ------- | ------- | ------ | -------- | ------ | ------- | ---- | ------- | ------ | ------- | - | -------- | - | -------- | - | ------- |  | ------- | 
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         | GRAIN  |         |   |          |   |          |   |         | 
|                                                              |                           |                                          |         | SOYBEAN |         | CATTLE |          | SPREAD |         | CORN |         | COTTON
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |       
|2001                                                          |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|RESULTS OF OPERATIONS:                                        |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Net gains (losses) from closed positions, net                 |                           | $                                        | 243,783 |         |         |        | 94,444   |        |         |      | (30,131 | )      |         |   | (103,741 | ) |          |   | 332,457 | 
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Change in unrealized gains (losses) on
open futures contracts |                           |                                          | (3,625  | )       |         |        | (136,480 | )      |         |      | 338     |        |         |   | (57,500  | ) |          |   | 9,075   | 
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|                                                              |                           | Net gains (losses) on trading activities |         | $       | 240,158 |        |          |        | (42,036 | )    |         |        | (29,793 | ) |          |   | (161,241 | ) |         |  | 341,532 | 
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Investment income  interest                                  |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Management fees allocations                                   |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Incentive fees allocations                                    |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Professional and administrative expenses                      |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Tennessee franchise and excise taxes                          |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|                                                              |                           | Net earnings                             |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         |  |         | 
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|SELECTED FINANCIAL INFORMATION:                               |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|Unrealized gains (losses) on open
futures contracts           |                           | $                                        | (188    | )       |         |        | (134,380 | )      |         |      | 338     |        |         |   | 9,075    |   |          |   |         | 
|                                                              |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 
|                                                              | Other unallocated amounts |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         |  |        
|Total assets                                                  |                           |                                          |         |         |         |        |          |        |         |      |         |        |         |   |          |   |          |   |         | 

|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |           |         | 
|------------------------------------------------------------- | ------------------------- | ---------------------------------------- | ------- | ----- | ------ | ------ | ----- | ----- | ----- | ------- | ------ | -------- | ------ | --- | ------- | - | ------ | - | --------- | --------- | ------- | 
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        | DEUTSCHE |        | S&P |         |   |        |  
|                                                              |                           |                                          |         | WHEAT |        | COFFEE |       | MARKS |       | FUTURES |        | TOTAL   
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |         
|2001                                                          |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|RESULTS OF OPERATIONS:                                        |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Net gains (losses) from closed positions, net                 |                           |                                          | (40,612 | )     |        |        | 1,100 |       |       |         | (5,864 | )        |        |     | (18,427 | ) |        | $ | 473,009   |          
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Change in unrealized gains (losses) on
open futures contracts |                           |                                          | 36,212  |       |        |        |      |       |       |         | (2,500 | )        |        |     | 70,000  |   |        |   | (84,480   | )        
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|                                                              |                           | Net gains (losses) on trading activities |         |       | (4,400 | )      |       |       | 1,100 |         |        |          | (8,364 | )   |         |   | 51,573 |   |           |           | 388,529 | 
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Investment income  interest                                  |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | 134,871   |          
|Management fees allocations                                   |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | (133,693  | )        
|Incentive fees allocations                                    |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | (584      | )        
|Professional and administrative expenses                      |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | (95,000   | )        
|Franchise and excise taxes                                    |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | (16,000   | )        
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|                                                              |                           | Net earnings                             |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           | $         | 278,123 | 
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|SELECTED FINANCIAL INFORMATION:                               |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Unrealized gains (losses) on open
futures contracts           |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        | $ | (125,155  | )        
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|                                                              | Other unallocated amounts |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           | 3,768,851 |        
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Total assets                                                  |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        | $ | 3,643,696 |          

F-14



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##### Table of Contents



CERES FUND, L.P.

(A Tennessee Limited
Partnership)


Notes to Financial Statements
December 31, 2001 and 2000



|                                                              |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        |  |        | 
|------------------------------------------------------------- | ------------------------- | ---------------------------------------- | -------- | ------- | -------- | ------ | ------- | ------ | ------ | ---- | ------- | ------ | ------- | - | ------- | - | ------- | - | ------ |  | ------ | 
|                                                              |                           |                                          |          |         |          |        |         |        |        |      |         | GRAIN  |         |   |         |   |         |   |        | 
|                                                              |                           |                                          |          | SOYBEAN |          | CATTLE |         | SPREAD |        | CORN |         | COTTON
|                                                              |                           |                                          |          |         |          |        |         |        |        |      |         |       
|2000                                                          |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|RESULTS OF OPERATIONS:                                        |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|Net gains (losses) from closed positions, net                 |                           | $                                        | (304,658 | )       |          |        | 60,426  |        |        |      | (34,650 | )      |         |   | (76,253 | ) |         |   | 17,381 | 
|Change in unrealized gains (losses) on
open futures contracts |                           |                                          | 3,438    |         |          |        | (40,220 | )      |        |      |        |        |         |   | 57,500  |   |         |   |       | 
|Change in unrealized gains (losses) on
open options contracts |                           |                                          |         |         |          |        |        |        |        |      | 7,656   |        |         |   |        |   |         |   |       | 
|                                                              |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|                                                              |                           | Net gains (losses) on trading activities |          | $       | (301,220 | )      |         |        | 20,206 |      |         |        | (26,994 | ) |         |   | (18,753 | ) |        |  | 17,381 | 
|                                                              |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|Investment income  interest                                  |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|Management fees allocations                                   |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|Professional and administrative expenses                      |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|Franchise and excise taxes                                    |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|                                                              |                           | Net earnings                             |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        |  |        | 
|SELECTED FINANCIAL INFORMATION:                               |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|Unrealized gains (losses) on open
futures contracts           |                           | $                                        | 3,438    |         |          |        | 2,100   |        |        |      |        |        |         |   | 57,500  |   |         |   |       | 
|                                                              |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 
|                                                              | Other unallocated amounts |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        |  |       
|Total assets                                                  |                           |                                          |          |         |          |        |         |        |        |      |         |        |         |   |         |   |         |   |        | 

|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |           |          |  
|------------------------------------------------------------- | ------------------------- | ---------------------------------------- | ------- | ----- | ------ | ------ | ----- | ----- | ----- | ------- | ------ | -------- | ------ | --- | ------- | - | ------ | - | --------- | --------- | -------- | -
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        | DEUTSCHE |        | S&P |         |   |        |  
|                                                              |                           |                                          |         | WHEAT |        | COFFEE |       | MARKS |       | FUTURES |        | TOTAL   
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |         
|2000                                                          |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|RESULTS OF OPERATIONS:                                        |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Net gains (losses) from closed positions, net                 |                           |                                          | 105,612 |       |        |        | 1,954 |       |       |         | 47,800 |          |        | $   | 98,564  |   |        | $ | (83,824   | )        
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |           |          |  
|Change in unrealized gains (losses) on
open futures contracts |                           |                                          | (36,213 | )     |        |        |      |       |       |         | 7,500  |          |        |     | (70,000 | ) |        |   | (77,995   | )        
|Change in unrealized gains (losses) on
open options contracts |                           |                                          |        |       |        |        |      |       |       |         | 3,205  |          |        |     |        |   |        |   | 10,861    |          
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|                                                              |                           | Net gains (losses) on trading activities |         |       | 69,399 |        |       |       | 1,954 |         |        |          | 58,505 |     |         | $ | 28,564 |   |           |           | (150,958 | )
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Investment income  interest                                  |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | 236,259   |          
|Management fees allocations                                   |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | (152,088  | )        
|Professional and administrative expenses                      |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | (84,000   | )        
|Franchise and excise taxes                                    |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   | (15,000   | )        
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|                                                              |                           | Net earnings                             |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           | $         | (165,787 | )
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|SELECTED FINANCIAL INFORMATION:                               |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Unrealized gains (losses) on open
futures contracts           |                           |                                          | (36,213 | )     |        |        |      |       |       |         | 2,500  |          |        | $   | (70,000 | ) |        | $ | (40,675   | )        
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|                                                              | Other unallocated amounts |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           | 3,707,354 |         
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          
|Total assets                                                  |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        | $ | 3,666,679 |          
|                                                              |                           |                                          |         |       |        |        |       |       |       |         |        |          |        |     |         |   |        |   |           |          

F-15



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##### Table of Contents



CERES FUND, L.P.
(A Tennessee Limited Partnership)

Notes to Financial Statements
December 31, 2001 and 2000



|                                                              |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |   |         |  
|------------------------------------------------------------- | ------------------------- | ---------------------------------------- | ------ | ------- | ------- | ------ | -------- | ------ | ------- | ---- | ------- | ------ | ------- | ----- | ------ |  | ------ |  | ------ |  | ------- |  | ------- | - | ------- | -
|                                                              |                           |                                          |        |         |         |        |          |        |         |      |         | GRAIN  |         |       |        |  |        |  |        |  |         |  |         |  
|                                                              |                           |                                          |        | SOYBEAN |         | CATTLE |          | SPREAD |         | CORN |         | COTTON |         | WHEAT
|                                                              |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |      
|1999                                                          |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|RESULTS OF OPERATIONS:                                        |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|Net gains (losses) from closed positions, net                 |                           | $                                        | 92,443 |         |         |        | (315,869 | )      |         |      | (16,164 | )      |         |       | 35,800 |  |        |  | 75,849 |  |         |  | (88,553 | )
|Change in unrealized gains (losses) on open futures contracts |                           |                                          | 49,120 |         |         |        | 456,680  |        |         |      |        |        |         |       |       |  |        |  |       |  |         |  |        |  
|Change in unrealized gains (losses) on
open options contracts |                           |                                          | (4,063 | )       |         |        |         |        |         |      | (7,655  | )      |         |       |       |  |        |  | 34,375 |  |         |  |        |  
|                                                              |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|                                                              |                           | Net gains (losses) on trading activities |        | $       | 137,500 |        |          |        | 140,811 |      |         |        | (23,819 | )     |        |  | 35,800 |  |        |  | 110,224 |  |         |   | (88,553 | )
|                                                              |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|Investment income  interest                                  |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|Management fees  allocations                                 |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|Professional and administrative expenses                      |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|                                                              |                           | Net earnings                             |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |   |         |  
|SELECTED FINANCIAL INFORMATION:                               |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|Unrealized gains (losses) on open
futures contracts           |                           | $                                        |       |         |         |        | 42,320   |        |         |      |        |        |         |       |       |  |        |  |       |  |         |  |        |  
|Open option contracts, at market                              |                           |                                          |       |         |         |        |         |        |         |      | 2,344   |        |         |       |       |  |        |  |       |  |         |  |        |  
|                                                              |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|                                                              |                           | $                                        |       |         |         |        | 42,320   |        |         |      | 2,344   |        |         |       |       |  |        |  |       |  |         |  |        |  
|                                                              |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  
|                                                              | Other unallocated amounts |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |   |        
|Total assets                                                  |                           |                                          |        |         |         |        |          |        |         |      |         |        |         |       |        |  |        |  |        |  |         |  |         |  

|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |           |         | 
|------------------------------------------------------------- | ------------------------- | ---------------------------------------- | ------- | ------ | ------- | ----- | ------- | -------- | ------- | --------- | ------- | ----- | ------- | - | ------ | - | ------ | - | --------- | --------- | ------- | 
|                                                              |                           |                                          |         |        |         |       |         | DEUTSCHE |         | S&P       |         | S&P   |         |   |        |  
|                                                              |                           |                                          |         | COFFEE |         | MARKS |         | FUTURES  |         | PETROLEUM |         | TOTAL
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |      
|1999                                                          |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|RESULTS OF OPERATIONS:                                        |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|Net gains (losses) from closed positions, net                 |                           |                                          | (31,060 | )      |         |       | (58,000 | )        |         |           | (54,067 | )     |         |   | (8,551 | ) |        | $ | (368,172  | )        
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|Change in unrealized gains (losses) on open futures contracts |                           |                                          |        |        |         |       | 2,344   |          |         |           | (4,125  | )     |         |   |       |   |        |   | 504,019   |          
|Change in unrealized gains (losses) on
open options contracts |                           |                                          |        |        |         |       | (3,203  | )        |         |           |        |       |         |   |       |   |        |   | 19,454    |          
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|                                                              |                           | Net gains (losses) on trading activities |         |        | (31,060 | )     |         |          | (58,859 | )         |         |       | (58,192 | ) |        |   | (8,551 | ) |           |           | 155,301 | 
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|Investment income  interest                                  |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   | 247,544   |          
|Management fees  allocations                                 |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   | (208,611  | )        
|Professional and administrative expenses                      |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   | (80,000   | )        
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|                                                              |                           | Net earnings                             |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           | $         | 114,234 | 
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|SELECTED FINANCIAL INFORMATION:                               |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|Unrealized gains (losses) on open
futures contracts           |                           |                                          |        |        |         |       | (5,000  | )        |         |           |        |       |         |   |       |   |        | $ | 37,320    |          
|Open option contracts, at market                              |                           |                                          |        |        |         |       | 12,266  |          |         |           |        |       |         |   |       |   |        |   | 14,610    |          
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|                                                              |                           |                                          |        |        |         |       | 7,266   |          |         |           |        |       |         |   |       |   |        |   | 51,930    |          
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|                                                              | Other unallocated amounts |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           | 5,069,279 |        
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          
|Total assets                                                  |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        | $ | 5,121,209 |          
|                                                              |                           |                                          |         |        |         |       |         |          |         |           |         |       |         |   |        |   |        |   |           |          

F-16



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Schedule 1

CERES FUND, L.P.
(A Tennessee Limited Partnership)
Schedule of Investments
December 31, 2001

|                                               |                        |           |           |         |      |   |           |           |  
|---------------------------------------------- | ---------------------- | --------- | --------- | ------- | ---- | - | --------- | --------- | -
|                                               |                        |           | PAR OR    |         |      |   |          
|                                               |                        |           | NUMBER OF |         | FAIR
|DESCRIPTION                                    |                        | CONTRACTS |           | VALUE  
|                                               |                        |           |           |        
|United States Treasury Bill due March 21, 2002 |                        |           | 3,000,000 |         |      | $ | 2,989,350 |          
|                                               |                        |           |           |         |      |   |           |          
|Net cash balances from futures trading         |                        |           |           |         |      |   | 721,518   |          
|Open contracts in futures trading accounts:    |                        |           |           |         |      |   |           |          
|                                               | February 2 Live Cattle |           |           | 175     |      |   |           | 6,800     |  
|                                               | April 2 Live Cattle    |           |           | (100    | )    |   |           | (82,230   | )
|                                               | June 2 Live Cattle     |           |           | (75     | )    |   |           | (58,950   | )
|                                               | March 2 NY Cotton      |           |           | (20     | )    |   |           | 9,075     |  
|                                               | May 2 Soybeans  CBT   |           |           | (25,000 | )    |   |           | (188      | )
|                                               | March 2 S Wheat        |           |           | 25      |      |   |           | (5,025    | )
|                                               | July 2 S Wheat         |           |           | (25     | )    |   |           | 5,363     |  
|                                               |                        |           |           |         |      |   |           |          
|                                               |                        |           |           |         |      |   | (125,155  | )        
|                                               |                        |           |           |         |      |   |           |          
|                                               | Total investments      |           |           |         |      |   | $         | 3,585,713 |  
|                                               |                        |           |           |         |      |   |           |          

See accompanying independent accountants report

F-17



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AFFIRMATION

STATE OF TENNESSEE )

)

CITY OF MEMPHIS        )

I, FRANK L. WATSON, JR. being duly sworn, deposes and says:

1.       I am President of Randell Commodity Corporation, the commodity
pool operator and the managing general partner of Ceres Fund, L.P., as named in
the attached Annual Report and am duly authorized to execute this Affirmation.

2.       To the best of my knowledge and belief, the information contained
in the attached Annual Report is accurate and complete.

|                                                                                    | 
|----------------------------------------------------------------------------------- | 
|/s/Frank L. Watson, Jr.Frank L. Watson, Jr.,
Chairman Randell Commodity Corporation

SWORN TO AND SUBSCRIBED before me this 1st day of April 2002.

/s/Marty Morgan
Marty Morgan
NOTARY PUBLIC

My Commission Expires: December 29, 2004





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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Memphis, and State of Tennessee on the 1st day of April 2002

CERES FUND, L.P.

|    |  |                                                       
|--- |  | ------------------------------------------------------
|By: |  | RANDELL COMMODITY CORPORATION
Managing General Partner
|   
|    |  |                                                       
|   
|By: |  | /s/Frank L. Watson, Jr.Frank L. Watson, Jr. Chairman  

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the Managing
General Partner of the Registrant in the capacities and on the date indicated.

RANDELL COMMODITY CORPORATION
Managing General Partner of the Registrant

|    |  |                                                                                         
|--- |  | ----------------------------------------------------------------------------------------
|By: |  | /s/Frank L. Watson, Jr.Frank L. Watson, Jr.,
Principal Executive Officer & Sole Director

December 4, 2002





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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.

None.