<PAGE>   1
================================================================================
                       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, 1999


                         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
                            889 Ridge Lake Boulevard
                            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, and post
effective amendment dated December 9, 1999.

================================================================================
<PAGE>   2
                                     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, 1999, a total of 61,784.6129 units had been sold of
which a total of 31,103.0777 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 certified 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.

                                      -2-
<PAGE>   3
         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. Effective June 1, 1997,
1/2 of the round-turn commission is charged on the opening of a position and
1/2 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.

Item 3.  Legal Proceedings

                                       -3-
<PAGE>   4
         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.

                                      -4-
<PAGE>   5
                                     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, 1999, 1998, 1997, 1996, 1995, and the results of operations for
each of the years in the five-year period ended December 31, 1999.

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

<TABLE>
<CAPTION>
                                             1999             1998              1997              1996             1995
                                          -----------      -----------       -----------       -----------      -----------
<S>                                       <C>              <C>               <C>               <C>              <C>
Realized & unrealized trading
gains(losses) net of brokerage
commission and clearing fees
of $346,157,  $770,081,  $838,772,
$565,229, and $333,677, respectively      $   155,301      $(1,711,609)      $  (514,269)      $ 2,844,850      $ 1,710,300


Income (Loss) from continuing
operations .........................          114,234       (1,724,922)         (504,535)        2,413,944        1,584,106
Cash dividends per unit ............             --               --               13.61             14.18             --

Interest income ....................          247,544          332,240           294,507           187,206          112,821
Management fee .....................          208,611          259,437           223,279           151,969           85,331
Administrative expenses ............           80,000           72,000            58,403            82,026           44,869
Incentive fee ......................             --             14,116             3,091           384,117          108,815
Net Gain (Loss) per unit* ..........             2.94           (50.01)           (19.61)           115.23            69.57
Total Assets .......................      $ 5,121,209      $ 5,504,092       $ 6,647,645       $ 4,895,087      $ 3,205,072
</TABLE>

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

                                      -5-
<PAGE>   6
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,
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.

         Trading results were unprofitable for the fiscal year ended December
31, 1998. Trading during the fiscal year resulted in a decrease in net asset
value per Unit from $192.66 to $146.24, a decrease of 24.09% attributable
primarily to losses in soybeans and cotton.

         Trading results were unprofitable for the fiscal year ended December
31, 1997. Trading during the fiscal year resulted in a decrease in net asset
value per Unit from $245.41 (after payments of distributions of $244,228) to
$192.66, a decrease of 21.49% attributable primarily to losses in grains and
livestock.

(b)   Liquidity.

         The Partnership does not engage in sales of goods or services. Its only
assets are its capital 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.

                                      -6-
<PAGE>   7
         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)  Year 2000 Issue

         During 1999, the Partnership completed all phases of an action plan
designed to minimize the impact of Year 2000 ("Y2K") issue. Currently the
Partnership has experienced no internal or external business disruptions
associated with the Y2K issue. There can be, however, no assurance that future
unforeseen Y2K problems will not cause disruptions to our internal business
systems, or those of our vendors. In the event that these disruptions are
significant, they could have a material impact on the Partnership.

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.

                                      -7-
<PAGE>   8
                                    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, 1999, incentive fees expensed
totaled $0. Management fees expensed totaled $208,611. A total of $331,112 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, 1999, the
General Partners' investment in the Partnership was $299,618.

(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.

                                      -8-
<PAGE>   9
                                     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.*

Exhibit 27 Financial Data Schedule (For SEC use only).

------------

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

                                      -9-
<PAGE>   10
                                   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 29th day of March 2000.

CERES FUND, L.P.

By:      RANDELL COMMODITY CORPORATION
         Managing General Partner

         /s/ Frank L. Watson, Jr.
         -------------------------------------
By:      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

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


March 29, 2000
<PAGE>   11
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.
<PAGE>   12
                                CERES FUND, L.P.

                          INDEX TO FINANCIAL STATEMENTS
                           --------------------------

<TABLE>
<CAPTION>
                                                                                                                        Pages(s)
                                                                                                                        --------
<S>                                                                                                                     <C>
Independent Auditors' Report  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-1

Financial Statements:

  Statements of Financial Condition as of December 31, 1999 and 1998  . . . . . . . . . . . . . . . . . . . . . . . .   F-2

  Statements of Operations for the years ended December 31, 1999, 1998 and 1997 . . . . . . . . . . . . . . . . . . .   F-3

  Statements of Changes in Partners' Capital for the years ended December 31, 1999,
         1998 and 1997  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-4

  Statements of Cash Flows for the years ended December 31, 1999,
         1998 and 1997  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-5

  Summary of Net Asset Values at December 31, 1999, 1998 and 1997   . . . . . . . . . . . . . . . . . . . . . . . . .   F-6

  Notes to Financial Statements   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-9

  Schedule of Investments at December 31, 1999  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-18

  Affirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-19
</TABLE>
<PAGE>   13
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                        Financial Statements and Schedule

                           December 31, 1999 and 1998


                   (With Independent Auditors' Report Thereon)











To the best of my knowledge and belief, the information contained herein is
accurate and complete.




Frank L. Watson Jr., Chairman
Randell Commodity Corporation
General Partner and Commodity Pool Operator
Ceres Fund, L.P.
<PAGE>   14
                          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, 1999 and 1998
and summary of net asset values as of December 31, 1999, 1998 and 1997, 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, 1999. 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 generally accepted auditing
standards. 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, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles.

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 audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.




Memphis, Tennessee
February 15, 2000

                                      F-1
<PAGE>   15
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                        Statements of Financial Condition
                           December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                ASSETS                          1999            1998
                                                             ----------      ----------
<S>                                                          <C>             <C>
Cash                                                         $   31,505         140,972
Equity in commodity futures trading account:
    U.S. government obligations at fair value (cost of
       $4,936,270 and $5,293,365 at December 31, 1999
       and 1998, respectively)                                4,965,968       5,322,469
    Cash                                                         71,304         452,502
    Unrealized gains (losses) on open futures contracts          37,320        (466,699)
    Open option contracts, at market                             14,610          51,875
Interest receivable                                                 502           2,973
                                                             ==========      ==========
       Total assets                                          $5,121,209       5,504,092
                                                             ==========      ==========
                     LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
    Accrued management fees                                  $   15,966          17,191
    Other accrued expenses                                       31,774          63,429
    Redemptions payable                                         151,165         137,884
                                                             ----------      ----------
       Total liabilities                                        198,905         218,504
                                                             ----------      ----------
Partners' capital:
    General partners                                            299,618         283,263
    Limited partners                                          4,622,686       5,002,325
                                                             ----------      ----------
       Total partners' capital                                4,922,304       5,285,588
                                                             ----------      ----------
                                                             $5,121,209       5,504,092
                                                             ==========      ==========
</TABLE>

See accompanying notes to financial statements

                                      F-2
<PAGE>   16
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                            Statements of Operations

                  Years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                              1999                1998               1997
                                                          -----------       -----------       -----------
<S>                                                       <C>               <C>               <C>
Net gains (losses) on trading of commodity
  futures and options contracts:
       Realized (losses) gains on closed positions .      $   (22,015)         (424,683)          490,711
       Change in unrealized gains (losses) on open
          futures contracts                                   504,019          (493,901)         (158,830)
       Change in unrealized gains (losses)
          on open options contracts                            19,454           (22,944)           (7,378)
                                                          -----------       -----------       -----------
                   Net gains (losses) on investments          501,458          (941,528)          324,503
Investment income - interest (note 3)                         247,544           332,240           294,507
                                                          -----------       -----------       -----------
                   Income (loss) from operations              749,002          (609,288)          619,010
                                                          -----------       -----------       -----------
Brokerage commissions (note 3)                                331,112           737,296           797,000
Exchange, clearing fees and NFA charges                        15,045            32,785            41,772
Management fee allocations (note 2)                           208,611           259,437           223,279
Incentive fee allocations (note 2)                                 --            14,116             3,091
Professional and administrative expenses                       80,000            72,000            58,403
                                                          -----------       -----------       -----------
                                                              634,768         1,115,634         1,123,545
                                                          ===========       ===========       ===========
                   Net earnings (loss)                    $   114,234        (1,724,922)         (504,535)
                                                          ===========       ===========       ===========
                   Net earnings (loss) allocated to
                     general partner                      $    16,355           (74,628)          (16,850)
                                                          ===========       ===========       ===========
                   Net earnings (loss) allocated to
                     limited partners                     $    97,879        (1,650,294)         (487,685)
                                                          ===========       ===========       ===========
                   Average net earnings (loss) per
                     unit                                 $      2.94            (50.01)           (19.61)
                                                          ===========       ===========       ===========
</TABLE>


See accompanying notes to financial statements.

                                      F-3
<PAGE>   17
                                CERES FUND, L.P.
                       (A Tennessee Limited Partnership)
                   Statements of Changes in Partners' Capital
                  Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                               GENERAL          LIMITED
                                                               PARTNERS         PARTNERS          TOTAL
                                                              ----------       ----------       ----------
<S>                                                           <C>              <C>              <C>
Partners' capital at December 31, 1996                        $  374,741        4,402,348        4,777,089
Capital contributions (13,552 units)                                  --        2,755,044        2,755,044
Redemption of units (1,555 units)                                     --         (299,329)        (299,329)
Distributions (1,862 units)                                           --         (244,228)        (244,228)
Net loss                                                         (16,850)        (487,685)        (504,535)
                                                              ----------       ----------       ----------
Partners' capital at December 31, 1997                           357,891        6,126,150        6,484,041
Capital contributions (4,353 units)                                   --          866,406          866,406
Redemption of units (1,944 units)                                     --         (339,937)        (339,937)
Net loss                                                         (74,628)      (1,650,294)      (1,724,922)
                                                              ----------       ----------       ----------
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
                                                              ==========       ==========       ==========
Average net asset value per limited partnership unit at:
    December 31, 1999; 31,103.0777 units outstanding                                            $   148.62
                                                                                                ==========
    December 31, 1998; 34,206.8517 units outstanding                                            $   146.24
                                                                                                ==========
    December 31, 1997; 31,797.3173 units outstanding                                            $   192.66
                                                                                                ==========
</TABLE>

See accompanying notes to financial statements

                                      F-4
<PAGE>   18
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                            Statements of Cash Flows
                  Years ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                       1999             1998             1997
                                                                    ----------       ----------       ----------
<S>                                                                 <C>              <C>              <C>
Cash flows from operating activities:
    Net earnings (loss)                                             $  114,234       (1,724,922)        (504,535)
       Adjustments to reconcile net earnings (loss) to
          net cash provided by (used in) operating activities:
            (Increase) decrease in change in net
               unrealized losses (gains) on open
               futures contracts                                      (504,019)         493,901          158,830
            Decrease (increase) in market value of open
               option contracts                                         37,265          (41,095)         (10,780)
            (Increase) decrease in operating assets:
               Investments in commodities futures
                  trading account                                      737,699          675,142       (1,858,269)
               Interest receivable                                       2,471            1,422            4,262
            Increase (decrease) in operating liabilities:
               Accrued management fees                                  (1,225)          (3,664)          10,822
               Accrued incentive fees                                       --           (1,662)         (31,187)
               Other accrued expenses                                  (31,655)           3,042           17,843
                                                                    ----------       ----------       ----------
                  Net cash provided by (used in)
                    operating activities                               354,770         (597,836)      (2,213,014)
Cash flows from financing activities:
    Net proceeds from sale of limited partnership units                 36,742          866,406        2,755,044
    Redemptions of limited partnership units                          (500,979)        (282,753)        (251,201)
    Distributions to limited partners                                       --               --         (244,228)
                                                                    ----------       ----------       ----------
                  Net cash (used in) provided by
                    financing activities                              (464,237)         583,653        2,259,615
                                                                    ----------       ----------       ----------
Net (decrease) increase in cash                                       (109,467)         (14,183)          46,601
Cash at beginning of year                                              140,972          155,155          108,554
                                                                    ==========       ==========       ==========
Cash at end of year                                                 $   31,505          140,972          155,155
                                                                    ==========       ==========       ==========
</TABLE>


See accompanying notes to financial statements


                                      F-5
<PAGE>   19
                                CERES FUND, L.P.
                              ( A Tennessee Limited
                                  Partnership)
                              Summary of Net Asset
                                     Values
                                December 31, 1999
<TABLE>
<CAPTION>


                            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
     --------------     ----------       ---------    -----------    -----------        --------                      -----------


<S>                    <C>            <C>             <C>           <C>             <C>                       <C>
    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
                       ===========    =============   ==========    ===========     ===============           ===============
</TABLE>



See accompanying notes to financial statements.




                                      F-6
<PAGE>   20
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                           Summary of Net Asset Values
                                December 31, 1998

<TABLE>
<CAPTION>
                            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
<S>                       <C>               <C>              <C>               <C>               <C>               <C>
      January 1, 1996        43,256.2273     (27,527.1643)        1,793.0394     17,522.1024     $    146.6195      $   2,569,082
     November 1, 1996           239.4689         (65.0721)           41.3760        215.7728          146.6195             31,636
     December 1, 1996           155.2598         (73.6830)           27.5246        109.1014          146.6195             15,996
      January 1, 1997           708.7734        (251.8320)                --        456.9414          146.6195             66,997
     February 1, 1997         1,555.9517        (225.5000)                --      1,330.4517          146.6194            195,070
        March 1, 1997         2,630.9876        (463.1330)                --      2,167.8546          146.5239            317,642
        April 1, 1997         3,704.4494        (163.7290)                --      3,540.7204          146.3058            518,028
          May 1, 1997         1,381.6388        (259.8730)                --      1,121.7658          146.0901            163,878
         June 1, 1997           988.1934        (113.8470)                --        874.3464          146.6194            128,196
         July 1, 1997           826.3808          (6.8940)                --        819.4868          143.2701            117,408
       August 1, 1997           493.4459                --                --        493.4459          144.2740             71,191
    September 1, 1997           209.0262                --                --        209.0262          143.9424             30,088
      October 1, 1997           496.1560                --                --        496.1560          144.3731             71,631
     November 1, 1997           229.6653                --                --        229.6653          144.4227             33,169
     December 1, 1997           327.4226                --                --        327.4226          144.7055             47,380
      January 1, 1998           103.8085                --                --        103.8085          144.8718             15,039
     February 1, 1998           509.8596         (50.8030)                --        459.0566          144.5137             66,340
        March 1, 1998         1,177.3329                --                --      1,177.3329          144.7433            170,411
        April 1, 1998           717.5374                --                --        717.5374          146.2485            104,939
          May 1, 1998           422.0476                --                --        422.0476          146.2485             61,724
         June 1, 1998           669.0029                --                --        669.0029          146.2485             97,840
       August 1, 1998           506.3963          (9.7090)                --        496.6873          145.9705             72,501
    September 1, 1998            29.1615                --                --         29.1615          146.2467              4,265
      October 1, 1998           217.9573                --                --        217.9573          146.2418             31,874
                             -----------     -------------        ----------     -----------     -------------      -------------
                             61,556.1511     (29,211.2394)        1,861.9400     34,206.8517     $    146.2376      $   5,002,325
                             ===========     =============        ==========     ===========     =============      =============
</TABLE>

See accompanying notes to financial statements.

                                      F-7
<PAGE>   21
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                           Summary of Net Asset Values
                                December 31, 1997

<TABLE>
<CAPTION>
                       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

<S>                 <C>                 <C>             <C>                 <C>              <C>                <C>
  January 1, 1996   43,256.2273         (27,202.5977)    1,793.0394          17,846.6690     $     192.7624           $  3,440,167
 November 1, 1996      239.4689             (65.0721)       41.3760             215.7728           192.7624                 41,593
 December 1, 1996      155.2598                    --       27.5246             182.7844           192.7624                 35,234
  January 1, 1997      708.7734                    --            --             708.7734           192.7624                136,625
 February 1, 1997    1,555.9517                    --            --           1,555.9517           192.7623                299,929
    March 1, 1997    2,630.9876                    --            --           2,630.9876           192.7625                507,155
    April 1, 1997    3,704.4494                    --            --           3,704.4494           192.7624                714,078
      May 1, 1997    1,381.6388                    --            --           1,381.6388           192.7624                266,328
     June 1, 1997      988.1934                    --            --             988.1934           192.7624                190,486
     July 1, 1997      826.3808                    --            --             826.3808           190.5557                157,472
   August 1, 1997      493.4459                    --            --             493.4459           191.8761                 94,680
September 1, 1997      209.0262                    --            --             209.0262           191.4386                 40,016
  October 1, 1997      496.1560                    --            --             496.1560           192.0056                 95,265
 November 1, 1997      229.6653                    --            --             229.6653           192.0699                 44,112
 December 1, 1997      327.4226                    --            --             327.4226           192.4436                 63,010
                    -----------         -------------    ----------          -----------     --------------           ------------
                    57,203.0471         (27,267.6698)    1,861.9400          31,797.3173     $     192.6625           $  6,126,150
                    ===========         =============    ==========          ===========     ==============           ============
</TABLE>




See accompanying notes to financial statements.



                                      F-8
<PAGE>   22
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                           December 31, 1999 and 1998


(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 continues
              to sell 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, and can
              continue selling units until the maximum number of 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 charge will be based on the
              redemption net asset value on 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
<PAGE>   23
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                           December 31, 1999 and 1998


       (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)    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.

              During 1999 the Tennessee General Assembly passed the Tennessee
              Franchise/Excise Tax of 1999 (the Act). Beginning January 1, 2000
              the Partnership will be subject to corporate tax in Tennessee
              pursuant to the provisions of the Act.


                                      F-10
<PAGE>   24
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                           December 31, 1999 and 1998




       (e)    MANAGEMENT ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles 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.

       (f)    RECLASSIFICATIONS

              Certain 1998 and 1997 amounts have been reclassified to conform to
              their 1999 presentation.

       (g)    AVERAGE NET EARNINGS (LOSS) PER UNIT

              The average net earnings (loss) per unit as reported on the
              statement of operations was calculated as earnings (loss)
              allocated to the limited partners divided by average outstanding
              units during the year.

       (h)    RECENT ACCOUNTING PRONOUNCEMENT

              In June 1998, SFAS No. 133, " Accounting for Derivative
              Instruments and Hedging Activity," was issued. This statement
              establishes accounting and reporting standards for derivative
              instruments, including certain derivative instruments embedded in
              other contracts, and for hedging activities. As amended by SFAS
              No. 137, this statement is effective for fiscal years, and
              quarters of fiscal years beginning after June 15, 2000. The
              Partnership intends to comply with this statement in 2001.

       (i)    YEAR 2000

              During 1999, the Partnership completed all phases of an action
              plan designed to minimize the impact of Year 2000 ("Y2K") issue.
              Currently the Partnership has experienced no internal or external
              business disruptions associated with the Y2K issue. There can be,
              however, no assurance that future unforeseen Y2K problems will not
              cause disruptions to our internal business systems, or those of
              our vendors. In the event that these disruptions are significant,
              they could have a material impact on the Partnership.

                                      F-11
<PAGE>   25
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                           December 31, 1999 and 1998




(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:


<TABLE>
<CAPTION>

                                                  1999                 1998                 1997
                                            -----------------    -----------------    -----------------

<S>                                          <C>                  <C>                  <C>
             Management fees                 $     208,611        $     259,437        $     223,279
             Incentive fees                             --               14,116                3,091
</TABLE>

(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
       1999, 1998 and 1997 were $331,112, $737,296 and $797,000, 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 1999, 1998 and 1997 was
       $247,544, $332,240 and $294,507, 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.


                                      F-12
<PAGE>   26
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                           December 31, 1999 and 1998



(5)    DISTRIBUTION TO LIMITED PARTNERS

       On January 16, 1997, the General Partner declared a distribution to the
       limited partners equal to the difference between the December 31, 1996
       net asset value per unit and $210 per unit. This distribution, totaling
       $244,228 in cash (approximately $13.61 per unit) and 1,861.94 in units,
       resulted in each unit holder having a net asset value of $210 per unit on
       January 1, 1997. No distributions were declared in 1998 or 1999.

(6)    OFF-BALANCE-SHEET RISK

       In the normal course of business, the Partnership enters into
       transactions in financial instruments with off-balance-sheet risk. These
       financial 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, 1999, the underlying notional value
       of open contract commitments were long $1,031,069 and short $(4,537,500).

       The Partnership trades in a variety of futures and options financial
       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, 1999 was $501,458. The average fair value of open commodity financial
       instruments, and the year-end market value of open commodities are as
       follows:

<TABLE>
<CAPTION>
                                                               AVERAGE FAIR                        MARKET FAIR
                                                               VALUE OF OPEN                  OF OPEN POSITIONS AT
                                                           POSITIONS DURING 1999                DECEMBER 31, 1999
                                                       ------------------------------     ------------------------------

<S>                                                 <C>                               <C>
              Assets (Long Positions)               $             23,220              $              62,710
              Liabilities (Short Positions)                      (68,836)                           (10,780)
</TABLE>

       MARKET RISK

       Derivative instruments involve varying degrees of off-balance sheet
       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 as reflected in the
       Statements of Financial Condition. The Partnership's exposure to market
       risk is influenced by a number of factors, including the relationships
       among the derivative instruments held by the Partnership as well as the
       volatility and liquidity in the markets in which the financial
       instruments are traded.



                                      F-13
<PAGE>   27
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                           December 31, 1999 and 1998



       CREDIT RISK

       The 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.

       The fair value amounts in the tables on the previous page represent the
       extent of the Partnership's market exposure in the particular class of
       derivative instrument listed, but not the credit risk associated with
       counterparty nonperformance. The credit risk associated with these
       instruments from counterparty nonperformance is the net unrealized gain,
       if any, included on the Statement of Financial Condition.

(7)    FAIR VALUE OF FINANCIAL INSTRUMENTS

       Statement of Financial Accounting Standards 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, 1999 and 1998, substantially
       all of the Partnership's financial instruments, as defined in the
       Statement, are carried at fair value.



                                      F-14
<PAGE>   28
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997



(8)       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, 1999, 1998 and 1997
          are presented below:


<TABLE>
<CAPTION>

                                                                                       GRAIN
                                                     SOYBEAN          CATTLE           SPREAD          CORN            COTTON
                                                  ---------------  --------------   -------------  --------------   --------------
1999
RESULTS OF OPERATIONS:
<S>                                             <C>                <C>              <C>             <C>              <C>
Net gains (losses) from closed positions        $         92,443       (315,869)        (16,164)          35,800           75,849

Change in unrealized gains (losses) on                    49,120         456,680              --              --               --
     open futures contracts
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
                                                  ===============  ==============   =============  ==============   ==============

Investment income - interest
Management fees
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

</TABLE>


<TABLE>
<CAPTION>

                                                                         DEUTSCHE         S&P             S&P
                                                WHEAT        COFFEE       MARKS         FUTURES        PETROLEUM         TOTAL
                                             -------------   ----------  -----------  -------------   -------------    -------------
1999
RESULTS OF OPERATIONS:
<S>                                          <C>             <C>          <C>         <C>              <C>             <C>
Net gains (losses) from closed positions         (88,553)     (31,060)     (58,000)       (54,067)         (8,551)        (368,172)

Change in unrealized gains (losses) on                 --           --        2,344        (4,125)              --          504,019
     open futures contracts
Change in unrealized gains (losses) on
     open options contracts                            --           --      (3,203)             --              --           19,454
                                                                                                                       -------------
                                             =============   ==========  ===========  =============   =============
  Net gains (losses) on trading activities       (88,553)     (31,060)     (58,859)       (58,192)         (8,551)          155,301
                                             =============   ==========  ===========  =============   =============

Investment income - interest                                                                                                247,544
Management fees                                                                                                           (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


</TABLE>

                                                                     (Continued)


                                      F-15
<PAGE>   29
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                           December 31, 1999 and 1998




<TABLE>
<CAPTION>


                                                                                          GRAIN
                                                           SOYBEAN          CATTLE        SPREAD          CORN            COTTON
                                                        ---------------  --------------  -----------  --------------   -------------
<S>                                                   <C>                <C>              <C>            <C>              <C>
1998
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions              $      (730,690)         121,714      391,865       (328,887)        (590,829)

Change in unrealized gains (losses) on
     open futures contracts                                   (83,434)       (343,915)        1,000        (70,000)            (296)
Change in unrealized gains (losses) on
     open options contracts                                      8,381              --           --           3,050         (34,375)

                                                        ===============  ==============  ===========  ==============   =============
        Net gains (losses) on trading activities      $      (805,743)       (222,201)      392,865       (395,837)        (625,500)
                                                        ===============  ==============  ===========  ==============   =============

Investment income - interest
Management fees
Incentive fees
Professional and administrative expenses

        Net (loss)


SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
     futures contracts                                $       (49,120)       (414,360)           --              --               --
Open option contracts, at market                                45,000              --           --              --            6,875

                                                        ===============  ==============  ===========  ==============   =============
                                                      $        (4,120)       (414,360)           --              --            6,875
                                                        ===============  ==============  ===========  ==============   =============
     Other unallocated amounts

Total assets
</TABLE>


<TABLE>
<CAPTION>


                                                                              DEUTSCHE       S&P             S&P
                                                 WHEAT          COFFEE         MARKS       FUTURES        PETROLEUM     TOTAL
                                              -------------    -----------  -----------  -----------   -------------   --------
<S>                                              <C>           <C>            <C>         <C>             <C>          <C>
1998
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions               184       (15,247)       31,500     (75,197)             823     (1,194,764)

Change in unrealized gains (losses) on
     open futures contracts                             --             --      (1,381)        4,125              --       (493,901)
Change in unrealized gains (losses) on
     open options contracts                             --             --           --           --              --        (22,944)
                                                                                                                       -------------
                                              =============    ===========  ===========  ===========   =============
Net gains (losses) on trading activities               184       (15,247)       30,119     (71,072)             823     (1,711,609)
                                              =============    ===========  ===========  ===========   =============

Investment income - interest                                                                                                332,240
Management fees                                                                                                           (259,437)
Incentive fees                                                                                                             (14,116)
Professional and administrative expenses                                                                                    (72,000)
                                                                                                                       =============
        Net (loss)                                                                                                     $ (1,724,922)
                                                                                                                       =============

SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
     futures contracts                                  --             --      (7,344)        4,125              --       (466,699)
Open option contracts, at market                        --             --           --           --              --          51,875
                                                                                                                       -------------
                                              =============    ===========  ===========  ===========   =============
                                                        --             --      (7,344)        4,125              --       (414,824)
                                              =============    ===========  ===========  ===========   =============
     Other unallocated amounts                                                                                            5,918,916
                                                                                                                        ============
Total assets                                                                                                            $ 5,504,092
</TABLE>
                                                                     (Continued)

                                      F-16
<PAGE>   30
                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>



                                                                               GRAIN
                                                SOYBEAN          CATTLE        SPREAD          CORN            COTTON       WHEAT
                                             ----------      ------------     ---------     ----------      ----------    --------
<S>                                         <C>              <C>              <C>           <C>             <C>           <C>
1997
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions    $     25,745       (133,558)       266,214       (435,826)        (284,781)    138,557

Change in unrealized gains (losses) on
     open futures contracts                      43,194       (144,975)       (1,000)       (160,875)           36,696     73,850
Change in unrealized gains (losses) on
     open options contracts                      (4,320)              --           --         (3,058)               --          --

                                             ============    ============     ========      ==========      ===========   =========
 Net gains (losses) on trading activities   $     64,619       (278,533)      265,214       (599,759)        (248,085)     212,407
                                             ============    ============     ========      ==========      ===========   =========

Investment income - interest
Management fees
Incentive fees
Professional and administrative expenses

        Net (loss)


SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
     futures contracts                      $     34,314        (70,445)       (1,000)          70,000              296         --
Open option contracts, at market                 (6,720)              --           --          17,500               --          --

                                             ============    ============     ==========    ===========     ============  =========
                                            $     27,594        (70,445)       (1,000)          87,500              296         --
                                             ============    ============     ==========    ===========     ============  =========
     Other unallocated amounts

Total assets
</TABLE>


<TABLE>
<CAPTION>


                                                                    DEUTSCHE         S&P             S&P
                                                      COFFEE         MARKS         FUTURES        PETROLEUM          TOTAL
                                                 -----------  -------------  -------------   -------------      -----------
<S>                                         <C>                <C>           <C>             <C>                <C>
1997
RESULTS OF OPERATIONS:
Net gains (losses) from closed positions               1,383        105,406       (22,984)         (8,217)         (348,061)

Change in unrealized gains (losses) on
     open futures contracts                            6,230       (11,950)             --              --         (158,830)
Change in unrealized gains (losses) on
     open options contracts                               --             --             --              --           (7,378)
                                                                                                                ------------
                                                 ============  =============  =============   =============
 Net gains (losses) on trading activities              7,613         93,456       (22,984)         (8,217)         (514,269)
                                                 ============  =============  =============   =============

Investment income - interest                                                                                         294,507
Management fees                                                                                                    (223,279)
Incentive fees                                                                                                       (3,091)
Professional and administrative expenses                                                                            (58,403)
                                                                                                                ============
        Net (loss)                                                                                               $ (504,535)
                                                                                                                ============

SELECTED FINANCIAL INFORMATION:
Unrealized gains (losses) on open
     futures contracts                                    --        (5,963)             --              --           27,202
Open option contracts, at market                          --             --             --              --           10,780
                                                                                                                -----------
                                                  ============  =============  =============   =============
                                                          --        (5,963)             --              --           37,982
                                                  ============  =============  =============   =============
     Other unallocated amounts                                                                                    6,609,663
                                                                                                                 ============
Total assets                                                                                                     $6,647,645
                                                                                                                 ============
</TABLE>
                                                                     (Continued)



                                      F-17
<PAGE>   31
                                                                      SCHEDULE 1

                                CERES FUND, L.P.
                        (A Tennessee Limited Partnership)
                             Schedule of Investments
                                December 31, 1999

<TABLE>
<CAPTION>

                                                                           PAR OR
                                                                         NUMBER OF                  FAIR
                             DESCRIPTION                                 CONTRACTS                  VALUE
                                                                      -----------------       ------------------
<S>                                                                 <C>                     <C>
United States Treasury Bill due January 27, 2000                    $        2,550,000      $         2,539,739
United States Treasury Bill due February 10, 2000                              400,000                  397,704
United States Treasury Bill due March 9, 2000                                  650,000                  643,746
United States Treasury Bill due March 16, 2000                               1,400,000                1,384,779
                                                                                              ------------------
                                                                                                      4,965,968
                                                                                              ------------------
Net cash balances from futures trading                                                                   71,304
                                                                                              ------------------
Open options contracts in futures trading accounts:
    February 0 Live Cattle                                                                                7,460
    April 0 Live Cattle                                                                                (14,210)
    June 0 Live Cattle                                                                                   17,050
    February 0 Lean Hogs                                                                               (16,080)
    June 0 Lean Hogs                                                                                      5,500
    July 0 Lean Hogs                                                                                     42,600
    February 0 NYME Crude Oil                                                                           (5,000)
    February 0 T-Bond Option                                                                              6,797
    February 0 T-Bond Option                                                                              5,469
    March 0 Wheat Option                                                                                  2,344
                                                                                              ------------------
                                                                                                         51,930
                                                                                              ------------------
    Total equity in futures trading accounts                                                            123,234
                                                                                              ==================
    Total investments                                                                       $         5,089,202
                                                                                              ==================
</TABLE>

See accompanying independent accountant's report.



                                      F-18
<PAGE>   32
                                   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 29th day of March 2000.







/s/ Marty Morgan
----------------------------------------------
Marty Morgan
NOTARY PUBLIC


My Commission Expires:   January 31, 2001









                                      F-19