SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549

                   FORM 10K


Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


For the fiscal year ended       Commission File Number
December 31, 2010                            0-17555


                The Everest Fund, L.P.
(Exact name of registrant as specified in its charter)

    Iowa                                   42-1318186
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)       Identification No.)

1100 North 4th Street, Suite 143, Fairfield, Iowa  52556
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:
                            (641) 472-5500

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes		No  X
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes  X		No
Note  Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13
or 15(d) of the Exchange Act from their obligations under
those Sections.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes  X        No  __

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation SK is not contained
herein and will not be contained to the best of the
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of Form
10K or any amendment to this Form 10-K:   [ X ]


Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-
accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act.
(Check one): Large accelerated filer		Accelerated
filer		Non-accelerated filer
Small Reporting Company Filer  X

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes    No  X

State the aggregate market value of the voting and non-
voting common equity held by non-affiliates computed by
reference to the price at which the common equity was last
sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's
most recently  completed second fiscal quarter.
13,604,063

Note  If a determination as to whether a particular person
or entity is an affiliate cannot be made without involving
unreasonable effort and expense, the aggregate market value
of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the
circumstances, provided that the assumptions are set forth
in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12,
13 or15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan
confirmed by a court.
Yes 	No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrant  s classes of common stock, as of the latest
practicable date.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part
II, etc.) into which the document is incorporated: (1) Any
annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of
1933. The listed documents should be clearly described for
identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).  None


                               Part I
Item 1.  Business

The Everest Fund, L.P. (the "Partnership" or "Everest") is a limited
partnership organized on June 20, 1988 under the Iowa
Uniform Limited Partnership Act.  The business of the
Partnership is the speculative trading of commodity futures
contracts and other commodity interests, including forward
contracts on foreign currencies (Commodity Interests)
either directly or indirectly through other entities,
including subsidiaries, partnerships, Partnerships or other
limited liability entities, which constitute one industry segment.
The Partnership commenced its trading operations on
February 1, 1989.  Its General Partner is Everest Asset
Management, Inc. (the "General Partner") a Delaware
corporation organized in December, 1987.

During its operation, the Partnership has had various
trading advisors.  In December 1990, John W. Henry &
Company, Inc. (JWH) began trading for the Partnership as
one of the Partnership's trading advisors.  In May 1994,
JWH became the sole trading advisor to the Partnership.

On September 13, 1996 the U.S. Securities and Exchange
Commission accepted a voluntary filing by the Partnership
of a Form 10 - General Form for Registration of Securities,
and public reporting of Units of the Partnership sold as a
private placement commenced at that time and has continued
to the present.


 In 2009 the Partnership continued previously offered
Class A Units (retail shares) and charged an initial
1% Offering and Organization fee as a reduction to capital.

In 2009 the Partnership retained the JWH Global Analytics Program
( JWH GAP )as its sole trading program. As of December 31, 2009
100% of the Partnership's assets are being traded by
the JWH GAP.

Upon fifteen days written notice, a Class A Limited Partner
may require the Partnership to redeem all or part of his
Units effective as of the close of business (as determined
by the General Partner) on the last day of any month at the
Net Asset Value thereof on such date. Notwithstanding
the above, pursuant to the Amended and Restated Agreement
of Limited Partnership, the General Partner may, in its
sole discretion, and on ten days' notice, require a Limited
Partner to redeem all or part of his Units in the
Partnership as of the end of any month.  There are no
additional charges to the Limited Partner at redemption.
The Partnership's Amended and Restated Agreement of Limited
Partnership contains a full description of redemption and
distribution procedures.

Since commencing trading operations, the Partnership has
engaged in the speculative trading of Commodity Interests
and will continue to do so until its dissolution and
liquidation, which will occur on the earlier of December
31, 2020 or the occurrence of any of the events set forth
in Paragraph 4(a) of the Agreement of Limited Partnership.
Such events are (i) an election to dissolve the Partnership
made by over 50% of the Limited Partnership Units at least
90 days prior to dissolution, (ii) withdrawal, insolvency,
or dissolution of the General Partner (unless a new general
partner is substituted), (iii) decline in the Net Asset
Value of the Partnership at the close of any business day
to less than $300,000, or (iv) any event which will make it
unlawful for the existence of the Partnership to be
continued or requiring termination of the Partnership.

The address of the General Partner and the Partnership is
1100 North 4th Street, Suite 143, Fairfield, Iowa  52556,
and the telephone number at such location is (641) 472-
5500.  The General Partner changed its name as of March 1,
1994 and amended its Certificate of Incorporation, with no
other changes, accordingly.  In accordance with the
provisions of the Commodity Exchange Act and the rules of
the National Futures Association (NFA), the General Partner
is registered as a commodity pool operator and a commodity
trading advisor, JWH is registered as a commodity trading
advisor and the Commodity Broker is registered as a futures
commission merchant, each subject to regulation by the
Commodity Futures Trading Commission (CFTC).  Each is also
a member of the NFA in such capacity.

The General Partner, to the exclusion of the limited
partners of the Partnership (the  Limited Partners ),
manages and conducts the business of the Partnership.  Thus
the General Partner (i) selects and monitors the
independent commodity trading advisor(s) and the Commodity
Broker; (ii) allocates and/or reallocates assets of the
Partnership to or from JWH and/or the advisor(s); (iii)
determines if an advisor or commodity broker should be
removed or replaced; (iv) negotiates management fees,
incentive fees and brokerage commissions; (v) determines
its own compensation with respect to management and
administrative fees; and (vi) performs such other services
as the Partnership may from time to time request, except
that all trading decisions are made by JWH and not the
General Partner. In addition, the General Partner selects
the commodity broker(s) that will clear trades for the
advisor(s). Newedge Financial Inc., part of the Newedge
Group joint venture between Societe Generale and Calyon
currently acts as Everest's commodity broker.


The General Partner is responsible for the preparation of
monthly and annual reports to the Limited Partners; filing
reports required by the CFTC, the NFA, the SEC and any
other federal or state agencies having jurisdiction over
the Partnership's operations; calculation of the Net Asset
Value (meaning the total assets less total liabilities of
the Partnership ( for a more precise definition, see the
Exhibit Form 10 - General Form for Registration of
Securities incorporated by reference hereto ) and
directing payment of the management and incentive fees
payable to JWH  or the advisor(s)under an advisory
agreement(s) entered into with the commodity trading
advisor(s).


Effective November 2003, the General Partner charges the
Partnership a monthly management fee equal to 0.50% of the
Partnership's Class A beginning-of-month net asset value.
The General Partner pays a portion of its fees for actual
commission charges to its Clearing Broker.


In addition, the Partnership reimburses the General Partner
for the actual organization and offering expenses advanced
by it, not to exceed one percent of the Class A Net Asset
Value of Units sold.
Organization and offering expenses shall mean all expenses
incurred by the Partnership or the General Partner in
connection with and in preparation to offer and distribute
the Units to investors, including, but not limited to,
expenses for traveling, printing, engraving, mailing,
salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow
holder, depositories, experts, expenses of qualification of
the sales of its securities under state law, including
taxes and fees and accountants  and attorneys fees.

Everest pays John W. Henry & Company, Inc., its current
commodity trading advisor, a monthly management fee equal
to 0.167% (approximately 2% annually) of Everest s month-
end Allocated Assets, as defined, and a quarterly incentive
fee equal to 20% of Everest's trading profits allocable to
its trading exclusive of interest income on Allocated
Assets, as defined. The incentive fee is retained by JWH
even though trading losses may occur in subsequent
quarters; however, no further incentive fees are payable
until any such trading losses (other than losses
attributable to redeemed units and losses attributable to
assets reallocated to another advisor) are recouped by
Everest.


The Commodity Broker has agreed to pay Everest interest on
95% of Everest assets (including open trade equity)
deposited with it during a month at the average of 91-day
U.S. Treasury Bills purchased by the Commodity Broker
during each month.  The Commodity Broker will retain all
excess interest, if any, earned on the Everest assets,
above the amount of interest paid to Everest.  The interest
rate to be paid by the Commodity Broker to Everest is a
negotiated rate which has been negotiated between the
Commodity Broker and the General Partner. The actual
interest income on Everest s assets earned by the Commodity
Broker may be greater than or less than the negotiated rate
to be paid by the Commodity Broker to Everest.  The
Commodity Broker will also be responsible for execution and
clearance of futures contracts (and possibly certain other
Commodity Interests).

The Partnership pays no selling commission but does pay an
ongoing compensation fee equal to 3% of the Net Asset Value
of Class A Units sold, unless waived in whole or in part by
the General Partner, to the selling agents in connection
with the sale of the Units.  The General Partner may pay up to
100% of the Partnerships it receives to the selling agents
as additional selling commission. The Partnership is obligated
to pay its periodic operating expenses and extraordinary
expenses. Although those expenses will vary depending on the
Partnership's size, it is estimated that the periodic
operating expenses will be approximately  $80,000 annually.
Extraordinary expenses for these purposes include expenses
associated with significant non-recurring litigation
including, but not limited to, class action suits and suits
involving the indemnification provisions of the Agreement
of Limited Partnership or any other agreement to which the
Partnership is a party.  By their nature, the dollar amount
of extraordinary expenses cannot be estimated.  All
expenses shall be billed directly and paid for by the
Partnership. The Partnership's operating expenses for the
years 2006-2010 can be found in the table in Item 6 below.

As of December 31, 2010, the General Partner had two full-time
Employees and two part-time employees. Further, the General
Partner, in its capacity as a CFTC-regulated commodity pool
operator, contracts certain services of research, administration,
client support and management information systems and analysis
to Capital Management Partners, Inc. (Capital). Capital is
a CFTC-regulated introducing broker, and an NFA member.  Capital
is also registered with the Financial Industry Regulatory
Authority, Inc. ( FINRA ) as a broker dealer.  As of
December 31, 2010, Capital had 6 employees.

The Partnership's business constitutes only one segment for
financial reporting purposes; and the purpose of the
Partnership is to trade, buy, sell, spread or otherwise
acquire, hold or dispose of Commodity Interests including
futures contracts, forward contracts, physical commodities
and related options thereon.  The objective of the
Partnership's business is appreciation of its assets
through speculative trading in such Commodity Interests.
Financial information about the Partnership's business, as
of December 31, 2010 is set forth under Items 6 and 7
herein.

For a description of commodity trading and its regulation,
see the Prospectus filed on Form S-18 and the Confidential
Private Placement Memorandum filed as part of the Form 10
and included in the exhibits hereto.

The Current Offering

On July 1, 1995 the Partnership reopened for investment as
a Regulation D, Rule 506 private placement offering an
unlimited amount of limited partnership interests.  On
September 19, 1996 the Commission accepted a Form 10 -
General Form for Registration of Securities submitted by
the Partnership thereby making the Partnership a public
reporting private placement offering.  It also qualified
the Partnership as a  publicly offered security  as defined
in the Employee Retirement Income Security Act of 1974
(ERISA) rules permitting it to accept investment of an
unlimited amount of plan assets as defined in ERISA.
Hitherto, as a private placement the Partnership could
accept ERISA plan assets representing no more than 25% of
the total investment in the Partnership.  The limited
partnership interests are offered by the Selling Agent and
additional selling agents with a Class A minimum
subscription amount of $25,000. (The Class A minimum
subscription amount for employee benefit plans and
individual retirement accounts is $10,000).

Competition

JWH and any other advisor(s) of the Partnership, its or
their respective principals, affiliates and employees are
free to trade for their own accounts and to manage other
commodity accounts during the term of the Advisory
Agreement and to use the same information and trading
strategy which JWH obtains, produces or utilizes in the
performance of services for the Partnership through its
investment in Everest. To the extent that JWH recommends
similar or identical trades to the Partnership and other
accounts which it manages, the Partnership may compete with
those accounts for the execution of the same or similar
trades.

Other trading advisors who are not affiliated with the
Partnership may utilize trading methods which are similar
in some respects to those methods used by JWH, or any other
future Partnership's advisor(s). These other trading
advisors could also be competing with the Partnership for
the same or similar trades as requested by the
Partnership's advisor(s).

Item 1A.	Risk Factors
GENERAL

Trading in Commodity Interests Is Speculative.  Commodity
interest prices are highly volatile.  Price movements for
futures contracts, for example, which may fluctuate
substantially during a short period of time, are influenced
by numerous factors that affect the commodities markets,
including, but not limited to: changing supply and demand
relationships, government programs and policies, national
and international political and economic events, and
changes in interest rates.  See, Risk Factors -- Commodity
Interests Trading May Be Illiquid.

Commodity Interests Trading Is Highly Leveraged.  The low
margin deposits normally required in trading commodity
interests permit an extremely high degree of leverage.
Accordingly, a relatively small price movement in a
commodity interest may result in an immediate and
substantial loss to the investor.  For example, if at the
time of purchase 5% of the price of a futures contract is
deposited as margin, a 5% decrease in the price of the
futures contract would, if the contract were then closed
out, result in a total loss of the margin deposit
(brokerage commission expense would also be incurred).
Like other leveraged investments, any commodity interest
trade may result in losses in excess of the amount
invested.  Although more than the initial margin can be
lost on a trade, the Partnership, and not investors
personally, will be subject to margin calls.

The Partnership's Trading Account May Be Leveraged or de-levereged.
The general partner may, in its sole discretion, periodically
adjust the size of the trading account with JWH by increasing
or decreasing the cash, other assets or notional Partnerships
allocated to it (and thus the amount by which the Partnership's
assets are leveraged).  Because the trading account may be
leveraged, (i) the Partnership may incur greater risk since
the Partnership may experience greater losses, as measured
by a percentage of assets actually allocated to JWH, due to the
notional Partnership's component; (ii) the Partnership's returns
may experience greater volatility compared to the returns
which the Partnership would have achieved on a non-
leveraged basis; and (iii) the Partnership may receive more
frequent and larger margin calls. Because the trading account
may be de-leveraged, the partnership may incur smaller gains
than it would if the JWH trading program had been fully
allocated to.

Commodity Interests Trading May Be Illiquid.  Most U.S.
commodity futures exchanges impose daily limits regulating
the maximum amount above or below the previous day's
settlement price which a futures contract price may
fluctuate during a single day.  During a single trading day
no trades may be executed at prices beyond the daily limit.
Once the price of a particular futures contract has
increased or decreased to the limit point, it may be
difficult, costly or impossible to liquidate a position.
Futures prices in particular contracts have occasionally
moved the daily limit for several consecutive days with
little or no trading.  If this occurs, the Partnership
might be prevented from promptly liquidating unfavorable
positions, which could result in substantial losses.  Those
losses could significantly exceed the margin initially
committed to the trades involved.  In addition, even if
prices have not moved the daily limit or there are no
limits for the contracts traded, trades might not be able
to be executed at favorable prices if little trading in the
contracts is taking place.  It is also possible that an
exchange or the Commodity Futures Trading Commission (CFTC)
may suspend trading in a particular contract, order
immediate settlement of a contract, or order the
liquidation of open positions only.

Exchange for Physical.  JWH may make use of a trading
technique referred to as  exchange for physical  in which a
cash or spot market position (which may be a forward
contract) is exchanged, often outside of regular trading
hours, for a comparable futures position.  The CFTC has
released a study of the exchange for physical market that
recommended that a number of new regulatory restrictions be
applied to it.  If these recommendations or restrictions
are adopted, the ability of JWH to use this market may be
curtailed.

Trading Decisions Based on Technical Analysis.  JWH uses
trading programs that employ technical factors in
identifying price moves.  The success of technical analysis
depends upon the occurrence in the future of price
movements.  Technical systems will not be profitable, and
may in fact produce losses, if there are no market moves of
the kind the system seeks to follow.  Any factor that would
make it more difficult to execute the trades identified,
such as a reduction of liquidity, also would reduce
profitability.  There is no assurance that the trading
systems of JWH will generate profits under all or any
market conditions.

Possible Effects of Other Similar Systems.  Commodity
trading systems, which use market data like JWH uses, are
not new.  If many traders follow similar systems, these
systems may generate similar buy and sell orders at the
same time.  Depending on the liquidity of a market, this
could cause difficulty in executing orders.  The General
Partner believes that, although there has been an increase
in the number of trading systems in recent years, there
also has been an increase in the overall trading volume and
liquidity in the futures markets.  Any increase in the
proportion of Partnerships traded using trend-following systems
could alter trading patterns or affect execution of trades
to the detriment of the Partnership.

No Assurance of JWH'S Continued Services.  JWH has
exclusive responsibility for trading commodity interests
allocated to it.  JWH is dependent on the services of
certain key persons.  The loss of the services of such
persons would make it difficult or impossible for JWH to
continue to provide services to the Partnership. In
addition, the advisory contract between the Partnership and
JWH may be terminated by either party on sixty (60) days
written notice.

Changes in Trading Strategies.  The trading strategies of
most trading advisors are continually developing.  JWH is
free to make any changes in trading strategies.  Changes in
commodity interests traded or leverage used are not
considered changes in trading strategy.

Possible Effects of Speculative Position Limits.  The CFTC
and U.S. exchanges have established speculative position
limits.  These limits control the number of net long or
net short speculative futures or options (on futures)
positions any person may hold or control in futures or
options contracts traded on U.S. exchanges.  JWH controls
the commodity trading of other accounts.  All positions and
accounts owned or controlled by JWH and its principals are
combined with the Partnership's positions established by
JWH for position limit purposes.  In order to avoid
exceeding position limits, it is possible that JWH will
have to modify its trading instructions, and that positions
held by the Partnership will have to be liquidated.  That
could have a negative effect on the operations of the
Partnership and its profitability.  See, Risk Factors
Increase in Amount of Partnerships Managed.  In addition, all
commodity accounts of the General Partner and its
affiliates may also be combined with the Partnership for
position limit purposes.

Increase in Amount of Partnerships Managed. JWH expects to
manage additional Partnerships in the future.  It is not
known if managing additional Partnerships, including
Partnerships raised in this offering, will have any effect
on its performance or trading strategies.  In many cases,
the rates of return achieved by an advisor deteriorate
as assets under management increase.  Increases in
Partnerships managed may affect the number of futures or
options positions an advisor would otherwise hold for
each account it manages because of speculative position
limits imposed by U.S. exchanges.  There is no assurance
that changes in strategies, if any, in response to
increased Partnerships will be successful.  There
can be no guarantee that the investment results of that
portion of the assets allocated to JWH will be similar to
those achieved by it in the past in its other accounts.

Changes in the Number of Available Futures Contracts and
Related Options.  U.S. and foreign exchanges have
established new futures and options contracts in the past
few years. This trend could continue.  If JWH trades these
contracts in the future, there is no assurance that its
trading strategies will produce profits.

Past Performance Is Not Necessarily Indicative of Future
Results.  Although some of the client accounts of JWH have
been profitable in the past, you should take seriously the
warning the CFTC and the NFA require.  PAST PERFORMANCE IS
NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.  AN
INVESTMENT IN THE PARTNERSHIP IS SPECULATIVE AND
INVOLVES A SUBSTANTIAL RISK OF LOSS.

Horizon Cash Management, L.L.C.  Horizon is an Investment
Advisor (IA) with Power of Attorney (POA), to manage Everest
Partnership assets on deposit at Northern Trust through
investments in short term interest bearing instruments.
A substantial portion of the Partnership's assets is held
in an omnibus custody account on behalf of the Partnership
at The Northern Trust Company in the name of the Partnership.
The Partnership has entered into an advisory contract with
Horizon pursuant to which Horizon manages such assets in
an attempt to maximize their yield through investment in
various short-term interest bearing instruments including
U.S. Treasury Securities, U.S. Government Agencies
Securities, Bankers Acceptances, Certificates of Deposit,
Time Deposits, Commercial Paper, Loan Participation Notes
and Repurchase Agreements  U.S. Treasury Securities and
U.S. Government Agencies Securities. As a result, the
Partnership's assets managed by Horizon are subject to
potential loss resulting from interest rate fluctuations
and default.

JWH PROGRAMS

Effects of Trading Multiple Investment Programs.  JWH makes
trading decisions for each of its investment programs
independently of trading decisions for the other JWH
investment programs.

Mandatory Closing Out of Offsetting Positions. CFTC rules
require offsetting positions taken by JWH for
clients be closed out.


Swap Transactions.  JWH may periodically enter into
transactions which are characterized as swap transactions
and which may involve interest rates, currencies,
securities interests, commodities, and other items.  Swap
contracts are not traded on exchanges and are not regulated
by the CFTC. Swap transactions are individually negotiated,
non-standardized agreements between two parties to exchange
cash flows measured by different interest rates, exchange
rates or prices, with payments calculated by reference to a
principal amount or quantity.  As a result, the Partnership
will not receive the protection afforded by the Commodity
Exchange Act in connection with this trading activity by
JWH. The absence of regulation could expose the Partnership
to significant losses in the event of trading abuses or
financial failure by participants in the swap markets.  JWH
has not previously traded swaps and has no experience in
that market.  Transactions in these markets also present
certain risks similar to those in the futures, forward and
options markets.  Only the accounts of  eligible swap
participants as defined in Part 35 of CFTC Regulations,
may engage in swaps.

Options Transactions.   JWH may engage in the trading of
options (both puts and calls) on futures on behalf of the
Partnership. The value of an option depends largely upon
the likelihood of favorable price movements in the
underlying futures contract in relationship to the exercise
(or strike) price during the life of the option. Therefore
many of the risks applicable to trading the underlying
futures contract are also applicable to options trading. In
addition, there are a number of other risks associated with
the trading of options. For example, the purchaser of an
option runs the risk of loss of his/her entire investment
(the premium he pays). Similarly, the uncovered writer of
an option is subject to an adverse price movement in the
underlying futures position, any such movement may exceed
the premium income from the option transaction. Spread
positions using options are subject to the same risks
involved in the purchase and writing of options. In
addition, in the event the Partnership were to write
uncovered options as one part of a spread position and such
option were exercised by the purchasing party, the
Partnership would be required to purchase and deliver the
underlying futures contract in accordance with the terms of
the option. Finally, an options trader runs the risk of
market illiquidity preventing offsetting positions for any
particular option. (See Commodity Trading May Be Illiquid
above.)

	Business Interruption Risk.  During both 2004 and
2005, the operations of JWH at its Boca Raton, Florida,
offices were disrupted by hurricanes which required
recovery periods to re-establish communications and other
utilities.  JWH continued its trading operations during
those periods without interruption from back up locations.
Any future business interruption events, whether weather-
related or otherwise, that affect the south Florida area
could similarly disrupt the trading operations of JWH,
despite the back up precautions it has established.  JWH
has a business continuity plan, but it cannot guarantee
that business interruption events will not have an impact
on its operations.

Electronic Trading and Order Routing Systems.  JWH may from
time to time trade on electronic trading and order routing
systems which differ from traditional open outcry pit
trading and manual order routing methods.   Transactions
using an electronic system are subject to the rules and
regulations of the exchanges offering the system or listing
the contract.  Characteristics of electronic trading and
order routing systems vary widely among the different
electronic systems with respect to order matching
procedures, opening and closing procedures and prices,
error trade policies and trading limitations or
requirements.  There are also differences regarding
qualifications for access and grounds for termination and
limitations on the types of orders that may be entered into
the system.  Each of these matters may present different
risk factors with respect to the trading on or using a
particular system.  Each system may also present risks
related to system access, varying response times and
security.  In the case of internet-based systems, there may
be additional risks related to service providers and the
receipt and monitoring of electronic mail.

	Trading through an electronic trading or order routing
system is also subject to risks associated with system or
component failure.  In the event of system or component
failure, it is possible that for a certain time period, it
might not be possible to enter new orders, execute existing
orders or modify or cancel  orders that were previously
entered.  System or component failure may also result in
loss of orders or order priority.  Some contracts offered
on an electronic trading system may be traded
electronically and through open outcry during the same
trading hours.  Exchanges offering an electronic trading or
order routing system and listing the contract may have
adopted rules to limit their liability, the liability of
futures brokers and software and communication system
vendors and the amount that may be collected for system
failures and delays.  These limitation of liability
provisions vary among the exchanges.

	Reliance on Timely and Accurate Market Data.  JWH's
ability to detect market trends and trade them profitably
depends on its access to timely and accurate market price
data throughout the trend identification and trading
processes.  If price data is not available or is delayed,
JWH would be unable to trade for client accounts until
reliable data sources have been restored.  Data
reconciliation procedures are applied each day to confirm
accurate price quotations, and on the subsequent day prices
that were employed in the JWH systems are re-reconciled in
an attempt to identify changes from previously posted
prices.  JWH's traders are required to confirm a price from
multiple sources before executing a trade, and, during
volatile market conditions, traders request confirmation of
high and low prices from the floor before placing a trade.
Inaccurate information may be generated by a data vendor,
or an exchange may transmit inaccurate prices that a vendor
then distributes to JWH, but which are later cancelled or
amended by the exchange.  In addition, JWH may obtain from
third parties, such as clearing firms, information about
price or about contract specifications and changes to them.
Inaccurate price information may cause JWH to enter or
close trades that it would not otherwise have entered or
closed, to trade or fail to trade at times that would have
been indicated by accurate data, or to be completely unable
to place a trade.  Communications or technical failure may
also cause an electronic trading tool to fail, which could
cause JWH to fail to act when a trading stop is reached.
As a result of such potential data problems, client
accounts may be unable to exit positions or miss the
opportunity to establish new positions.  JWH receives price
data electronically. Data providers typically make no
representations or warranties about the accuracy or
timeliness of the data they provide, and assume no
financial liability for lost profits, trading losses or
other consequential damages. Data providers also disclaim
any responsibility for events of force majeure, as well as
for actions (or inaction) of third party information,
hardware and software providers, and for interruption of
means of communication. Because all of the data required
for JWH  s trading is provided from third parties, JWH,
cannot, despite its employment of the precautions described
above, make any assurances that its efforts will detect
erroneous or incomplete data, or prevent client accounts
from incurring losses or missing profit opportunities.

PARTNERSHIP ISSUES

Substantial Charges to Partnership.  The Partnership pays
substantial fees and charges and has substantial operating
costs.  As a result, it must make substantial profits for
your units to increase in value.  These include an
incentive fee to JWH that is based on, among other things,
unrealized appreciation in open commodity interest
positions.  The incentive fee is paid (and retained by JWH)
even if that portion of the Partnership's assets traded by
it experience subsequent losses or the appreciation is
never realized.  It is therefore possible that the
Partnership may pay an incentive fee in years in which the
Partnership breaks even or experiences losses.

Possible Misallocation of Incentive Fees.  The Partnership
pays quarterly incentive fees on trading profits, if any,
earned by JWH.  Trading profits are calculated on the
overall profits earned by JWH on its allocated assets and
not just on increases in the Net Asset Value of each unit.
As a result, the Partnership might pay incentive fees even
if Partnership units decline in value.  In addition, if, at
the time limited partners purchase units, there is an
accrued incentive fee expense, that accrued expense will
reduce the purchase price of their units.  If the accrual
is reversed because of later losses, the incentive fee will
be misallocated because the reversal of the accrued
incentive fee expense will be allocated equally to all
outstanding units rather than only to those outstanding
during the period when the incentive fee expense accrued.
Similarly, if you buy units after an incentive fee has been
paid and after a later loss attributable to JWH, your units
will not be assessed an incentive fee until there are new
trading profits, even if your units have increased in
value.

There Is No Intrinsic Value to the Partnership's
Investments.  The Partnership must be profitable for it to
provide beneficial diversification to a limited partner's
portfolio.  Trading in commodity interests is a zero-sum
activity in which for every gain there is an equal and
offsetting loss (disregarding transaction costs).  This
differs from a typical securities investment, in which
there is an expectation of consistent yields (in the case
of bonds) or participation over time in general economic
growth (in the case of stocks).  The Partnership could lose
money while stock and bond prices rise.  Stocks and bonds
(except penny stocks) generally have some intrinsic value.
Limited partners generally can realize some value for their
stocks or bonds even if they sell in a down market.  In
trading commodity interests, on the other hand, investors
risk losing all of their investment if prices move against
them.  In general, performance statistics do not reflect
the different risk profiles or tax treatment of traditional
and managed commodity interest investments.  See,  Risk
Factors  Limited Partners Will Be Taxed on Profits whether
or Not Distributed or Realized.

Partnership Trading Is Not Transparent.  JWH makes all of the
trading decisions for the portion of the Partnership's
assets allocated to it.  While the General Partner receives
daily trade confirmations from the commodity broker, only
the monthly performance of the Partnership is reported to
limited partners.  Accordingly, an investment in the
Partnership does not offer limited partners the same
transparency, i.e., an ability to review all investment
positions daily that a personal trading account offers.

Non-Correlated, Not Negatively Correlated, Performance
Objective.  Historically, managed futures have been
generally non-correlated to the performance of other asset
classes such as stocks and bonds.  Non-correlation means
that there is no statistically valid relationship between
the past performance of futures and forward contracts on
the one hand and stocks or bonds on the other hand (as
opposed to negative correlation, where the performance
would be exactly opposite between two asset classes).
Because of this non-correlation, the Partnership cannot be
expected to be automatically profitable during unfavorable
periods for the stock market, or vice versa.  The futures
and forward markets are different from the
securities markets in that for every gain in futures and
forward trading, there is an equal and offsetting loss.  If
the Partnership's investments do not perform in a manner
non-correlated with the general financial markets, or do
not perform successfully, limited partners will obtain no
diversification benefits by investing in the units and the
Partnership may have no gains to offset their losses from
other investments.

Limited Partners Will Not Participate in Management.
Limited Partners will not participate in the management of
the Partnership.  Under principles of limited partnership
law, limited partners  participation in the Partnership's
management could result in unlimited liability for them.
The limited partnership agreement provides that certain
actions may be taken, or approved, by the vote of limited
partners owning more than 50% of the units, but their role
in the Partnership is passive and the profitability of
their investment depends entirely on the efforts of others.

Indemnification of Partnership by Limited Partners.  If
someone signs the subscription agreement and the General
Partner accepts their subscription, they will become a
limited partner.  Under the agreement, they will be
required to indemnify the Partnership for any liability
that it incurs as a result of their actions.

LIQUIDITY

Limited Ability to Liquidate Investment in Units.  Limited
partners cannot immediately liquidate their units.  There
is no market for the units and none is likely to develop.
They may, however, redeem their Class A units, without
penalty, on the last day of any month on fifteen (15) days
prior written notice to the General Partner or such lesser
time as is acceptable to the General Partner Because of
the time delay between your Class A notice to the General
Partner and the end of the month  when their investment is
redeemed, the value of their investment on the date of
redemption may be substantially less than at the time they
notify the General Partner of their request to redeem.

Possible Effect of Redemptions on Unit Values.  The
Partnership will lose money if it has to sell positions at
a loss in order to raise capital so that the Partnership
can pay substantial redemptions.  If a large number of
redemptions occur simultaneously, the need to liquidate
positions could continue even after the redemption date.
The Partnership would have fewer assets to trade after a
high level of redemptions.  This might make it more
difficult for it to recover losses or generate trading
profits.  Market illiquidity could make it difficult to
liquidate positions on favorable terms, and may also result
in losses and thus a decline in the value of Partnership
units.

Automatic Trading Suspension.  Limited Partners should buy
units only if you are looking for a long-term investment.
If the net asset value per unit declines as of the close of
business on any day to a trading suspension level (50% of
the highest prior month-end net asset value per unit, after
adjustment for prior distributions), the Partnership will
liquidate its open positions and notify limited partners.
The Partnership cannot assure limited partners that it can
liquidate its investments without incurring substantial
additional losses or that limited partner will receive any
specific value for the units they own.  See,  Risk Factors
 Commodity Interest Trading May Be Illiquid.

Counterparty Creditworthiness -- U.S. Markets.  Commodity
exchanges provide centralized market facilities for trading
in futures contracts relating to specified commodities.
Each of the commodity exchanges in the United States has an
associated  clearinghouse.  Once trades made between
members of an exchange have been confirmed, the clearing
house becomes substituted for the clearing member acting on
behalf of each buyer and each seller of contracts traded on
the exchange and in effect becomes the other party to the
trade.  Thereafter, each clearing member firm party to the
trade looks only to the clearinghouse for performance.
Clearinghouses do not deal with customers, but only with
member firms, and the  guarantee  of performance under open
positions provided by the clearinghouse does not run to
customers.  If a customer's commodity broker becomes
bankrupt or insolvent, or otherwise defaults on such
broker's obligations to such customer, the customer in
question may not receive all amounts owing to such customer
in respect of his or her trading, despite the clearing
house fully discharging all of its obligations.

A substantial portion of the Partnership's assets are held
in a custodial account and managed by Horizon.  Failure of
this firm might result in losses to the Partnership.

FOREIGN INSTRUMENTS

Counterparty Creditworthiness -- Non-U.S. Markets.  JWH may
trade commodity interests on foreign exchanges and in the
over-the-counter markets.  Unlike U.S. exchange traded
futures contracts where the exchange clearing corporation
acts as the counterparty to each customer transaction, the
over-the-counter markets and some foreign markets are
principals   markets.  This means that the performance of
the contract is the responsibility only of the individual
firm or member on the other side of the trade and not of
any exchange or clearing corporation.  In those
transactions, the Partnership will be subject to the risk
of the inability of, or refusal by, the counterparty to
perform.

Trading on Foreign Exchanges and Currency Exchange Rate
Fluctuations.  Neither existing CFTC regulations nor
regulations of any other U.S. governmental agency apply to
transactions on foreign markets.  If a foreign
clearinghouse default or bankruptcy occurs, the
Partnership's rights and responsibilities are likely to
differ from those existing on U.S. exchanges.  The
Partnership is at risk for fluctuations in the exchange
rate between the currencies in which the commodity interest
is traded and U.S. dollars.  It also is possible that in
the future, U.S. or foreign governments could impose
exchange controls.  There is no restriction on how much of
the Partnership's trading can be conducted on foreign
markets.  The Partnership may pay brokerage commissions in
foreign currencies.  If the exchange rate of those
currencies and the U.S. dollar fluctuates, the commission
rate paid for those trades might increase (decrease).

Possibility of Forward and Cash Trading.  The Partnership
might make spot and forward contracts for certain
commodities, primarily currencies with U.S. or foreign
banks or dealers.  A forward contract is a contractual
right to purchase or sell a commodity, such as a currency,
at or before a specific date in the future at a specific
price.  Because forward contracts are not traded on
exchanges, there is no regulatory protection provided by
any exchange or the CFTC.  There is no limit on daily price
moves for forward contracts.  Banks and dealers are not
required to continue to make markets in any commodity.  In
the past, there have been times when certain banks have
refused to quote prices for forward contracts or have
quoted prices with an unusually wide spread between the
price at which the bank is prepared to buy and that at
which it is prepared to sell. There is a risk that the
banks or dealers through which the Partnership trades could
fail or refuse to perform.

The CFTC is studying questions about the regulation of
 off-exchange instruments such as forward contracts.  A
number of the major U.S. commodity exchanges have also
expressed concerns about these instruments.  The CFTC has
indicated that it would regard marketing of forward
contracts on a retail basis to the U.S. public at large as
a violation of the CEAct.  The CFTC might, in the future,
prohibit the Partnership from trading in the forward
markets.

TAX AND REGULATORY ISSUES

Possibility of Taxation as a Corporation.  General Partner
believes that under current federal income tax law and
regulations the Partnership will be classified as a
partnership and not as an association taxable as a
corporation.  The General Partner will not obtain a
ruling from the Internal Revenue Service (IRS) or an
opinion of counsel to confirm its belief.  If the
Partnership is taxed as a corporation for federal income
tax purposes in any taxable year, its income or losses
will not be passed through to you, and the Partnership
will be subject to tax on its income at the corporate
tax rate.  In addition, any distributions made to
you could be taxable to you as dividend or capital gain
income, and those distributions will not be deductible in
computing taxable income.

Possible Legislative Tax Changes.  All of the statements in
this Memorandum about taxes are based upon the current
Internal Revenue Code (the Code).  Congress and the IRS
regularly revise the Code and the regulations.  Those
revisions could materially affect you and the Partnership.

Unrelated Business Taxable Income (UBTI) for Employee
Benefit Plans.  If the Partnership were a publicly-traded
partnership and limited partners are a tax-exempt entity,
or if they are a tax-exempt entity and debt finance their
investment, their share of gross income less Partnership
deductions is treated as UBTI, and subject to tax.  The
General Partner does not believe that the Partnership is
publicly-traded for this purpose.  However, if it were
decided that the Partnership is publicly-traded, it may not
be an appropriate investment for employee benefit plans,
including individual retirement accounts (IRAs).  In
addition, if investing in commodity interests results in
UBTI, each partner that is a tax-exempt entity would take
into account its share of the Partnership's UBTI and the
deductions attributable to that income (including a $1,000
deduction against UBTI which is generally available to all
tax-exempt entities) in computing its tax liability.
Benefit plan investors should consult with their own legal
and financial advisers about the tax consequences of plan
investments in the Partnership.

Limited Partners Will Be Taxed on Profits whether or Not
Distributed or Realized.  The Partnership is not required,
and the General Partner does not intend, to distribute
profits.  If the Partnership has taxable income for a
fiscal year, the income will be taxable to them based on
their distributive share of Partnership profit even if no
profits have been distributed.  As a result, limited
partners might owe taxes on undistributed profits.  It is
also possible that those profits could be lost by the
Partnership after the end of its fiscal year, so that
limited partners might never receive the profits on which
they are taxed.  However, they may redeem units to pay
taxes, but this would result in a reduction in their
interest in the Partnership's future profits (if any).

Foreign Limited Partners.  If limited partners are not
citizens or residents of the U.S. and are not otherwise
engaged in a trade or business in the U.S., they will
generally not be required to pay U.S. income tax on capital
gains from commodity interest trading.  Interest income
will be taxable to them, if they are a foreign investor,
unless there is an exemption from tax in an appropriate tax
treaty.  If the law requires the General Partner to
withhold a portion of the income they earn because they are
a foreign limited partner, the General Partner may redeem
their units to pay the U.S. Department of Treasury taxes
they owe.  If a limited partner believes amounts were
improperly withheld, they must deal directly with the U.S.
Department of Treasury.

Failure of Commodity Brokerage Firms.  Futures commission
merchants must maintain the Partnership's assets in a
segregated account.  If the Partnership's futures clearing
broker Newedge becomes bankrupt, the Partnership could lose
money.In addition, even if Newedge adequately segregates
the assets of the Partnership, the Partnership may be able
to recover only a pro rata share of the property available
for distribution to all of Newedge's customers.

 Forex Trading Counterparty Creditworthiness.  The
Partnership will enter into an agreement with an equity in
the Newedge Group which will result in such entity acting
as the counter-party to the Partnership  s foreign currency
transactions.  That is, the counterparty will be the seller
of all forex instruments purchased by the Partnership and
the buyer of all forex instruments sold by the Partnership.
The counterparty's financial benefit from entering into
these transactions with the Partnership is derived from its
ability to participate in the foreign exchange interbank
markets, which are only available to large institutional
investors.  The counterparty's compensation will be derived
from a mark-up on the bid/ask spread price quoted to the
Partnership on each transaction, and the counterparty's
ability to offset these transactions in the foreign
exchange interbank market.  In the event that the
counterparty is unable to successfully participate in this
market, the ability of the counterparty to enter into
transactions with the Partnership may be interrupted.  In
addition, the counterparty has entered into similar
agreements with other persons, and thus acts as the
counter-party in transactions effected by these other
persons.  Because the counterparty acts as counter-party in
these transactions, the Partnership is subject to the
additional risk that the counterparty will be unable to
fulfill its obligations to the Partnership.  Moreover, in
the event of a bankruptcy of the counterparty, the
Partnership may be unable to recover assets held at the
counterparty, even if such assets are directly traceable to
the Partnership.  In the event of the counterparty's
bankruptcy, there is no equivalent of the Securities
Investors Protection Corporation insurance as applicable in
the case of securities broker dealers   bankruptcies.

A substantial portion of the Partnership's assets are held
in a custodial account and managed by Horizon.  Failure of
this firm might result in losses to the Partnership.

Possibility of Tax Audit.  The IRS might audit the tax
returns of the Partnership, or adjustments to its returns
might be made as a result of an audit.  Uncertainty
regarding the federal income tax treatment of certain
management and incentive fees paid by the Partnership, or
ongoing fees paid to others, may increase the likelihood of
an audit.  If an audit results in an adjustment, limited
partners may be required to pay additional taxes, interest
and penalties and may be subject to audit.  The IRS is
currently authorized to impose an interest penalty on tax
deficiencies based on prevailing private sector interest
rates.

Risk that Units Will Not Be Considered Publicly-Offered
Securities under the Employee Retirement Income Security
Act of 1974 (ERISA).  The General Partner believes that it
is reasonable to take the position that the units qualify
as publicly-offered securities under Title I of ERISA,
and that the underlying assets of the Partnership will
therefore not be considered for any purposes of ERISA or
Section 4975 of the Code to be assets of employee benefit
plans and IRAs that purchase units.  However, this position
is not binding on the Department of Labor (DOL) and,
therefore, there is no certainty that the units qualify.
If the units are determined not to qualify as such
publicly-offered securities, the General Partner intends
to redeem units held by certain limited partners that are
employee benefit plans or IRAs to the extent necessary to
prevent the underlying assets of the Partnership from
thereafter being considered for purposes of Title I of
ERISA or Section 4975 of the Code to be assets of such
employee benefit plans or IRAs.  However, for any period
that the underlying assets of the Partnership are
considered to be assets of employee benefit plans or IRAs,
the provisions of Title I of ERISA and Section 4975 of the
Code would apply to the operation of the Partnership and
could adversely affect the Partnership's investments and
activities.

Absence of Regulation Applicable to Investment Companies.
The Partnership is not registered as an investment company
or mutual Partnership.  Therefore, the SEC does not
regulate it under the Investment Company Act of 1940
(the 1940 Act).  Although the Partnership has the right
to invest in securities, limited partners are not protected
by the 1940 Act.  The General Partner is, however,
registered with the CFTC as commodity pool operator (CPO),
JWH is registered with the CFTC as a CTA and Newedge
Financial Inc. is registered with the CFTC as a futures
commission merchant (FCM).

Item 1B. N/A

Item 2.	Properties

The Partnership does not utilize any physical properties in
the conduct of its business.  The General Partner uses its
offices to perform its administrative functions.


The address of the General Partner and the Partnership is
1100 North 4th Street, Suite 143, Fairfield, Iowa  52556,
and the telephone number at such location is (641) 472-
5500.



Item 3.	Legal Proceedings

   Neither the Partnership, nor the General Partner, is party
    to any pending material legal proceeding.


Item 4. None  - Removed and reserved by SEC.



                        PART II

Item 5.	Market for Registrant s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.

        (a) There is no established public market for the
Units and none is expected to develop.

        (b) As of December 31, 2010, there were 4,504.579
Class A Units held by Limited Partners. A total of 294.30
Class A units were purchased by Limited Partners during 2010.
A total of 520.602 Units were redeemed by Class A Limited
Partners during 2010.


RECENT SALES OF UNREGISTERED SECURITIES IN 2010 A UNITS
<TABLE>

  2010                1st quarter     2nd quarter    3rd quarter    4th quarter

<S>                    <C>            <C>             <C>            <C>
Units Sold            86.69          165.91          41.7             0

Value of Units Sold  $245,000       $500,000       $125,000         $ 0

</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES IN 2009 A UNITS
<TABLE>

  2009                  1st quarter     2nd quarter    3rd quarter    4th quarter

<S>                       <C>            <C>             <C>            <C>
Units Sold               13.34            0             164.3358       95.7348

Value of Units Sold      $50,000          0             $525,000      $289,000

</TABLE>



1% of the proceeds from the above sales were used to pay the
Partnership's Organization and Offering charge. The remaining 99%
was invested in the Partnership.

The Seventh Amended and Restated Agreement of Limited
 Partnership for the Partnership contains a full description
of redemption and distribution procedures.

The Agreement of Limited Partnership does not provide for
regular or periodic cash distributions, but gives the
General Partner sole discretion in determining what
distributions, if any, the Partnership will make to its
partners.  The General Partner has not declared any such
distributions to date, and does not currently intend to
declare any such distributions.

 Item 6.	Selected Financial Data

<TABLE>
                           2006        2007        2008        2009       2010
                         -------     -------     -------     -------     ------
                                   (In thousands, except amounts per Unit)
<S>                           <C>          <C>        <C>        <C>        <C>
1. Net trading Gain          $-1,117     $2,438     $9,192     $-2,618    $4,878
2. Interest and other income $940        $2,323       $453       $138       $55
3. Expenses                  $6,089       $995      $2,849     $1,333     $1,299
4. Net Income                -7,206      3,766       6,796     -3,813      3,634
5. Income (Loss)
   Per Unit: A Shares       -321.57      522.26     1,348.35   -810.50     810.82
             I Shares       -270.57      630.86         0.00      0.00       0.00
            AA Shares     -1,342.5     2,703.69         0.00      0.00       0.00
            II Shares     -1,396.40    2,812.13         0.00      0.00       0.00
6. Total Assets              19,769      11,976       19,945    14,396     17,369
7. Long Term Obligations         0          0            0           0         0
8. Cash Dividend per Unit        0          0            0           0         0
9. Total partners capital    18,711      11,693       18,713    14,085     17,063
10. Increase/decrease in NA -13,828      -7,018        7,020    -4,628      2,978

* Certain prior year amounts have been reclassified to conform to the
current year presentation.


</TABLE>


Item 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

Liquidity and Capital Resources


We receive our capital resources from investor's contributions.

Net Asset Value of an interest is defined in the Partnership
Agreement to mean the Net Assets allocated to the capital
account represented by such interest on the date of calculation
and includes that interest's pro-rata share of all assets attributable
to that Class of units less all liabilities attributable to that Class
of units determined in accordance with the principles specified
in the Partnership Agreement or, where no principle is specified,
in accordance with U.S. generally accepted accounting principles
consistently applied under the accrual basis of accounting

Past performance is not necessarily indicative of future results.
An investment in the partnership is speculative and involves a
substantial Risk of loss.

Off-Balance Sheet Risk

The term "off-balance sheet risk" refers to an unrecorded
potential liability that, even though it does not appear on the
balance sheet, may result in future obligation or loss.  The Partnership
trades in futures and forward contracts and is therefore a party
to financial instruments with elements of off-balance sheet market
and credit risk.  In entering into these contracts there exists a risk
to the Partnership, market risk, that such contracts may be significantly
influenced by market conditions, such as interest rate volatility,
resulting in such contracts being less valuable.  If the markets
should move against all of the futures interests positions of the
Partnership at the same time, and if the commodity trading advisors were
unable to offset futures interest positions of the Partnership, the
Partnership could lose all of its assets and the Limited Partners
would realize a 100% loss.  Everest Asset Management, Inc., the
General Partner,minimizes market risk through diversification of
the portfolio allocations to JWH,  which in turn trades a diversified
portfolio, and maintenance of a margin-to-equity ratio that rarely
exceeds 30%.

In addition to market risk, in entering into futures and forward
contracts there is a risk that the counterparty will not be able to
meet its obligations to the Partnership.  The counterparty for futures
contracts traded in the United States and on most foreign
exchanges is the clearinghouse associated with such exchange.
In general, clearinghouses are backed by the corporate members
of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their
members and, as such, should significantly reduce this risk.  In
cases where the clearinghouse is not backed by the clearing
members, like some foreign exchanges, it is normally backed
by a consortium of banks or other financial institutions.

In the case of forward contracts, which are traded on the
inter-bank market rather than on exchanges, the counterparty
is generally a single bank or other financial institution, rather
than a group of financial institutions; thus there may be a
greater counterparty risk. Everest Asset Management, Inc.
utilizes only those counterparties that it believes to be
creditworthy for the Partnership.  All positions of the
Partnership are valued each day on a mark-to-market basis.
There can be no assurance that any clearing member, clearinghouse
or other counterparty will be able to meet its obligations to
the Partnership.

The Partnership will utilize high grade short-term commercial
paper, which is an unsecured, short-term debt instrument
issued by a corporation with maturities rarely longer than
365 days.  Commercial paper is not usually backed by any
form of collateral, so only firms with high-quality debt
rating will be used.  As commercial paper is not backed by
the full faith and credit of the U.S. Government, if the
issuing corporation defaults on their obligations to the Partnership,
the Partnership bears the risk of loss of the amount expected to be
received.

The Partnership has no Contractual Obligations.

Most U.S. commodity exchanges limit by regulations the
amount of fluctuation in commodity futures contract prices
during a single trading day.  These regulations specify
what are referred to as "daily price fluctuation limits" or
"daily limits".  The daily limits establish the maximum
amount the price of a futures contract may vary either up
or down from the previous day's settlement price at the end
of a trading session.  Once the daily limit has been
reached in a particular commodity, no trades may be made at
a price beyond the limit.  Positions in the commodity could
then be taken or liquidated only if traders are willing to
effect trades at or within the limit during the period from
trading on such day.  Because the "daily limit" rule only
governs price movement for a particular trading day, it
does not limit losses.  In the past, futures prices have
moved the daily limit for numerous consecutive trading days
and thereby prevented prompt liquidation of futures
positions on one side of the market, subjecting commodity
futures traders holding such positions to substantial
losses for those days.

It is also possible for an exchange or the CFTC to suspend
trading in a particular contract, order immediate
settlement of a particular contract, or direct that trading
in a particular contract be for liquidation only.

For the year ended December 31, 2010, Limited Partners
redeemed a total of 520.6 Class A Units for $1,516,803.
..
During 2010, investors purchased 294.3 Class A Units
for $870,000.


The Partnership trades on recognized global futures
exchanges. In addition, the Partnership trades over the
counter contracts in the form of forward foreign currency
transactions.


See Footnote 4 of the 2010 Financial Statements for procedures
established by the General Partner to monitor and minimize
market and credit risks for the Partnership.  The General
Partner of the Partnership reviews on a daily basis reports
of the performance of the Partnership, including monitoring
the daily net asset value of the Partnership. The financial
situation of the Commodity Broker is monitored on a monthly
basis to monitor specific credit risks.  The Commodity
Broker does not engage in proprietary trading and thus has
no direct market exposure which provides the General
Partner with assurance that the Partnership, will not
suffer trading losses through the Commodity Broker.
Results of Operations

Calendar Year 2010

At December 31, 2010 the Partnership had approximately
$17.063 million in Class A assets .The JWH allocation was
approximately $17.063 million. The balance was being held
in interest-bearing accounts in anticipation of future
allocations to JWH or other traders.

The Partnership recorded a gain of $3,634,051 or $806.74 per
Class A unit, for the year 2010. That represents a gain of
27.23% for the year.

The Partnership continued to employ John W. Henry &
Company, Inc.  s (JWH) GlobalAnalyticsR Family of Programs.


Class A Units were negative 3.48% in January 2010 resulting in
a Net Asset Value per unit of $2,873.42 as of January 31, 2010.
January performance was a continuation of the sharp market reversals and
directionless patterns seen in late December. While trading these markets
with a long-term trend-following approach has been difficult these past two
months, we believe the underlying trading models are performing as
expected under the circumstances. We believe the programs style discipline
will reward clients as trends ultimately emerge from the currently cloudy
and uncertain world markets.


Class A Units were negative 3.62% in February 2010 resulting in
a Net Asset Value per unit of $2,769.41 as of February 28, 2010.

February's performance was a continuation of the difficult market conditions
we have seen over the past few months.

     The interest rate sector contributed positively to performance for February
as recently established upward trends in Asian and European debt markets
continued throughout February. Trading in the currency markets also provided
positive returns as the U.S. dollar showed signs of continued strength against
the euro, British pound and Swiss franc due to ongoing fiscal weakness across
Europe.

     The Fund's performance in equity indices was slightly negative in February
as global stock markets gyrated throughout the month. Trading in the metals
sector was unprofitable. The Fund incurred losses in both gold and silver as
the precious metals continued to struggle to find a new direction. There we
some significant rallies and reversals throughout the month and the moves
were generally tied to the performance of the U.S. dollar. The energy sector
was negatively affected as oil prices continued their up and down ride
through the first half of the month. The performance of the agricultural sector
was also negative in February after the sugar market, which rallied 10 percent
in January hitting a 29-year high, sharply reversed course and fell over 17
percent in February.


Class A Units were positive 1.04% in March 2010 resulting in
a Net Asset Value per unit of $2,798.33 as of March 31, 2010.

The Fund's positions in equity index futures were profitable in March. The
energy sector was also profitable, benefiting from intra-sector diversification
and the divergent paths of natural gas and petroleum-based fuel prices.
Crude oil prices rose more than 4 percent during the month as improving
economic activity increased demand for fuel, most notably from China. At the
same time, the domestic natural gas market continues to decline. Natural gas
prices fell close to 20 percent during March, making it  the best-performing
market in the Fund as milder than normal weather across the country further
exacerbated the bearish supply/demand dynamic. Performance from the
agricultural sector was positive for the month with a number of markets having
a significant positive impact on performance. Corn fell more than 10 percent
during the month. The sugar market suffered an abrupt reversal, falling more
than 20 percent during the month.

The interest rate sector of the Fund declined in March as bonds continue to
move erratically as global sentiment shifts between default and recovery.
Profits from positions in European interest rates were not enough to offset
losses from U.S. and Japanese positions. The currency sector was slightly
unprofitable during the month as a more broad-based rally in the dollar caught
the program off sides in a few markets. The metals sector was unprofitable in
March amidst directionless trading in the gold and silver markets. Precious
metals fell as the dollar rally continued and the allure of these metals as
a safe haven diminished.

Class A Units were positive 3.01% in April 2010 resulting in
a Net Asset Value per unit of $2,882.66 as of April 30, 2010.
The interest rate sector contributed positively to performance in April
with positions in European futures contracts leading the way. The
turmoil in Greece and the concomitant concerns about credit risk and
the impact the crisis will have on the overall European economy
prompted investors to seek the safety of German government bonds.
While bonds in the U.S. did not enjoy the same rally as those in Europe,
benchmark U.S. 10-year yields did decline from 3.82 percent to 3.65
percent during the month. The developments in Europe were also an
important factor influencing exchange rates during the month. The
trend in interest rate differential also favored the dollar versus the
euro. The Japanese yen and Swiss franc also contributed to the positive
results for this sector. Global stock markets showed signs of diverging
in April. Positions in U.S. equity futures were profitable, but were not
enough to offset losses from European positions. Trading in the metals
sector was profitable with both gold and silver generating a positive
performance. Gold and silver are enjoying status as a safe haven
and benefiting from the destabilizing effects of the European monetary
turmoil. Trading in the energy sector was also profitable in April, with
gains from crude oil and crude oil products outweighing small losses
in natural gas. Crude rallied just over $2.00 for the month and made
a positive contribution to performance. The agriculture sector turned
in mixed performance, as small gains in sugar were not enough to
offset losses from other markets in the sector.



Class A Units were positive 1.98% in May 2010 resulting in
a Net Asset Value per unit of $2,939.63 as of 31, 2010.
The Fund performed well overall, providing a measure of diversification
to its investors during the month.

The interest rate sector was the best-performer for the Fund with positions
in European bonds leading the way. The currency markets also contributed
positively to performance with the euro being one of the top performers in
the sector. While global equity markets declined during the month amidst
higher volatility, the sector was slightly unprofitable as small gains from
positions in European equity futures were not enough to offset the losses
from positions in U.S. and Asian futures. The biggest losses in the Fund
were registered in the energy sector, where both crude and natural gas
suffered from significant trend reversals. Difficult trading conditions were
exacerbated by uncertainty about the long-term fallout for the energy
industry as a result of the oil spill in the Gulf of Mexico. Trading metals
was unprofitable as gains in gold were unable to offset losses from positions
in silver. Gold set an all-time high during the middle of May. The rally in
gold was impressive, considering the gains were made at a time of strength
for the U.S. dollar. The agricultural sector was mixed as gains from wheat
and sugar were not enough to offset losses from other markets in the sector.



Class A Units were positive 1.50% in June 2010 resulting in
a Net Asset Value per unit of $2,983.83 as of June 30, 2010.
The Fund's performance in equity indices was slightly positive in June
as the global stock markets fluctuated with broad rallies during the first
half of the month. However, equity markets began a steady retreat
mid-month. The interest rate sector provided the Fund's best returns
during the month as growing fear of a double-dip recession sent investors
flocking to the relative safety of government debt, despite the low yields.
Trading in the currency markets was unprofitable as the recent dollar
strength rally came to a halt. Trading in the metals sector was profitable in
June as gold rallied to a record high with investors pouring funds into the
market as the double-dip recession fears were revived. Gold profited from
its status as a safe haven as central banks, pension funds and individual
buyers amassed their holdings to shield wealth from Europe's financial
turbulence and uncertainty in the global economy. Gold's performance
was able to offset the losses produced in silver for the month. Trading
in the energy sector was unprofitable for the month as fluctuations in
economic sentiment caused reversals mid-month across the entire complex.
The agricultural sector performance was also slightly negative in June
as the markets lacked a clear direction.
Class A Units were negative 0.53% in July 2010 resulting in
a Net Asset Value per unit of $2,967.96 as of July 31, 2010.
Results for July were slightly down with the Fund at -0.53 percent.
The final performance figure belies an active month in the markets where
gains generated from existing trends in interest rates and certain
agricultural commodities were offset by losses in various risk-sensitive
markets, including U.S. equities, which suffered from sharp and abrupt
price reversals. Heightened uncertainty regarding the outlook for the
U.S. economy remained a key theme as the data released during the
month was mixed and did little in the way of offering clarity to investors.
The Fund produced positive performance in the currency sector for the month
of July.  The Japanese yen, which had been strong heading into the
month, appreciated another 2.3 percent against the dollar during July.
The EUR/USD exchange rate rallied more than 4 percent during the month as
the downtrend in the currency, which had been in place for most of 2010,
came to an abrupt end. Positions in British pound and Swiss franc were
also positive in July. Positions in equity futures were unprofitable as the
Fund was caught offside for much of the month-long price reversal.  The S&P
500 rallied more than 6 percent in July as global credit conditions
improved and earning season progressed without incident. The Fund was able
to profit from positions in interest rates. The recent move higher in bond
prices that began in May and continued in June was supported by
flight-to-quality flows out of equities and other risky assets as turmoil
in the European financial markets peaked. Fortunately for the Fund,
there was a break in this relationship between bond and stock prices
in July as bond prices held their ground and moved higher even as equities
snapped back in July. The sharpest corrections and the most difficult
markets in July were found in the metals sector. Price action in the
energy sector continued to lack clear direction as the summer driving
and cooling season failed to spark movement in either direction. The
Fund suffered small losses in crude oil, crude oil products and natural
gas. The agricultural sector was profitable in July with the largest
gains coming from a spectacular rise in the price of wheat.


Class A Units were positive 5.55% in August 2010 resulting in
a Net Asset Value per unit of $3,132.56 as of August 31, 2010.
The Fund's strong returns came as investor sentiment reverted to the dour
tone that has hung over the market for much of the year. All positions in
the interest rate sector were profitable in August, making interest rates
the best-performing sector in the Fund for the month. Performance from
the currency sector was more mixed but still positive as gains from
positions in the Japanese yen led the way. Trends in other currencies
were less clear but profits from positions in the yen were more-than-enough
to offset the mixed performance from other positions in the sector.
Trading in equities futures was slightly profitable as volatility rose
and global stock markets fell during the month. The metals sector was s
lightly positive with small gains in both silver and gold. The energy
markets were unprofitable as wide erratic swings in crude oil and crude
oil products led to false signals and trading losses. Gains from natural
gas were not enough to offset losses in crude oil but it did help minimize
trading losses in the sector. The agricultural market traded independently,
unaffected by the factors driving other sectors of the Fund. While the
trading results from the sector were slightly negative with most markets
in the group finishing the month higher and, in some cases, substantially
higher. The performance of the Fund in August continues to show the
benefits of an allocation to managed futures and the value of
diversification in an overall portfolio.


Class A Units were positive 5.79% in September 2010 resulting in
a Net Asset Value per unit of $3,314.02 as of September 30, 2010.

The agricultural sector was the best-performing sector in the Fund for
the month.  While weather was a benign factor for natural gas prices,
this was not the case in the agricultural markets as the cost of a
number of crops surged. Currencies made a strong contribution to the
Fund's performance in September as the dollar decline accelerated.
The strong rally in equity prices during September represented a
significant reversal from August when U.S. and global indices were down
sharply. Consequently, trading in the sector was slightly unprofitable.
The metals sector made a significant positive contribution to the
Fund's performance in September. Price action in the energy markets
continued to be very choppy.

Class A Units were a positive  9.63% in October 2010 resulting in
a Net Asset Value of $3,633.30 as of October 31, 2010.
The Fund performed exceptionally well in October, generating just
under a 10 percent return for the month. While trends in financial
markets have remained largely intact, it was the agricultural markets,
which are driven by different factors, that fueled the outsized gains
for the month. Cotton rallied 23 percent to close the month at the
highest level since the market began trading in New York more
than 140 years ago. Sugar also had an explosive rally in October,
gaining 24 percent for the month. The grain markets in the U.S. also
 enjoyed a powerful rally during the month and contributed
positively to the month's performance.

Metals prices continued their ascent in October. The price of gold
made a new record high of $1,388 per ounce in October and
finished the month up 3.66 percent. Silver followed gold higher,
posting an impressive 12.5 percent return for the month.
Positions in both metals were profitable for the month.

The Fund continues to perform well through these uncertain
times filled with strong government rhetoric and opposing
views on what actions will lead to a sustained global
economic recovery. Profits from trading in European currencies
led the way in the first quarter with the second quarter seeing
strong trends in interest rates and metals as the recovery slowed
and it became apparent to market participants that
monetary policy would need to stay accommodative. Performance
since the beginning of the third quarter has been led by trading in
Asian currencies and the agricultural markets. These continual
shifts in market price trends present challenges to trend followers
but also opportunities to participate in these unforeseen movements
by maintaining a diverse portfolio that utilizes a systematic and
disciplined approach to identify and invest without a fundamental or
directional bias.

Class A Units were a negative  3.62% in November 2010
resulting in a Net Asset Value of $3,501.86 as of November
30, 2010.
Heading into November, the Fund had posted positive performance
in seven of the prior eight months. Looking back at the price action
throughout the month, across multiple sectors, reveals an interruption
in many of the trends that have been responsible for much of this
year's strong performance. We are pleased that the Fund was able to
preserve much of the year's gains as it systematically controlled risk
by reducing, liquidating or reversing positions in some sectors based
upon the extreme intra-month price fluctuations experienced in
November. Just as important, the Fund held onto many positions that
experienced significant price volatility throughout the month as it
utilizes its long-term models, controlling risk, but allowing room for
price variations that often occur but are temporary in the long-term
lifecycle of a market trend. November showed that the markets can
still be negatively affected by the vestiges of 2008, including credit
concerns and imbalances in the global financial system exposing them
to ongoing surges in volatility. Price trends in many individual markets
were impacted in November but the Fund's risk controls and model
diversification, covering both the short- and long-term time horizons,
have allowed the Fund to make adjustments and remain positioned
to take advantage of the existing and new opportunities that have
exposed themselves throughout this mercurial month.

Class A Units were a positive 8.17% in December 2010
resulting in a Net Asset Value of $3,787.96 as of December
31, 2010.
The Fund concluded a very good year with another month of
positive performance in December. The Fund benefited from
the strong performance of the metals sector as the rally in
precious metals continued. Gold and silver both registered
new all-time highs during December.

The agriculture sector reclaimed performance leadership in
December and made a significant contribution to the month's
Gains.  Cotton was the best-performing market in the sector.
Similar price patterns played out across the sector in grains and
soft commodities making it the best-performing market in the
Fund. The energy sector registered a second consecutive month
of positive performance in December.

While equity markets cheered the tax cuts, the mood in the bond
market was decidedly less sanguine. Government bond prices fell on
the month. The Fund was able to generate a positive return from the
interest rate sector. Price action in the currency markets was relatively
muted during the last month of the year. Small gains from positions
in the Japanese yen and Swiss franc were sufficient to offset small losses
from positions in the British pound and the euro. Trading in equity index
futures was slightly profitable in December as global stock markets
rallied and volatility fell to multi-year lows.


Results of Operations

Calendar Year 2009

At December 31, 2009 the Partnership had approximately
$14.1 million in Class A assets .The JWH allocation was
approximately $14.1 million. The balance was being held
in interest-bearing accounts in anticipation of future
allocations to JWH or other traders.

The Partnership recorded a loss  of $3,812,810 or $810.85 per
Class A unit, for the year 2009. That represents a loss of
21.40% for the year.

The Partnership continued to employ John W. Henry &
Company, Inc.  s (JWH) GlobalAnalyticsR Family of Programs.


Class A Units were negative 2.49% in January 2009 resulting in
a Net Asset Value per unit of $3,693.33 as of January 31, 2009.

While macro-economic conditions continued to deteriorate in January and
pressure global equity prices, extreme short-term volatility in certain
markets around year-endand uncertainty regarding the impact of future
policy steps upset long-standing trends across multiple market sectors.
The stock market began to focus acutely on the shaping of economic policy
by the new administration. Uncertainty on this front proved to be a clear
negative for the stock market as most major averages posted their worst
January performance on record.

January represented a month of change for many of the markets and sectors
traded by the Fund. While overall market volatility seems to have declined
during the month, January performance was affected by price spikes and
reversals that impacted long-term trends carried over from 2008 creating
a challenging environment for the Fund. The Fund's two largest sector
exposures are in interest rates and currencies which were both hit by
major reversals in January.


Class A Units were positive 0.94% in February 2009 resulting in
a Net Asset Value per unit of $3,728.18 as of February 28, 2009.

The Fund gained 0.94 percent in February as the focus of the markets and
trading conditions were very similar to those that prevailed in January.
The S&P 500 followed up its worst January on record with a near 11 percent
decline in February.


Class A Units were negative 5.53% in March 2009 resulting in
a Net Asset Value per unit of $3,522.05 as of March 31, 2009.

The Fund's performance was negative in March, marking the first meaningful
month-on-month correction since the Fund's strong 2008 rally. The Fund's
decline in performance coincided with the S&P 500's best monthly return
since 1987. While it is never comforting to incur losses during these
reversal periods it is a natural component of trend-following. The Fund
gained 121% between September 2007 and December 2008 from a broad diversity
of markets and market sectors. It is not unusual or unexpected that we will
experience a period of give-back in some of these markets as new trends
emerge. The advisor's position size is currently light with a margin to
equity ratio of approximately 6-9% (JWH can go as high as 24-28%). In
addition, at the Fund level, the Partnership remained approximately 80%
allocated to JWH with the remaining assets gaining interest income at the
cash management firm.



Class A Units were negative 2.76% in April 2009 resulting in
a Net Asset Value per unit of $3,424.69 as of April 30, 2009.

The Partnership's performance was negative in April. Gains in the energy,
equity and agricultural sectors were not enough to offset losses in
currency, metals and interest rates. The currency sector was the
worst-performing sector for the Partnership. A portion of the losses in
this sector came from trading in the Japanese yen. The Partnership
held a mix of long and short positions in interest rates for most of
April, which resulted in a small net loss on the month. The energy markets
on balance had a positive effect on performance in April with much of
the gains coming from the sustained downtrend in natural gas prices. The
agricultural sector of the portfolio made a positive contribution to
performance in April.  The Partnership's trading in the metal sector was
quiet as exposures were low for most of the month. Gold continues to
trade in a choppy fashion, alternately taking its cues from its status
as a store of value in times of strife and as a hedge against inflation
and as a de facto currency. The changing winds on all these fronts have
made Gold a very difficult market to trade. Similarly, the Partnership
suffered small losses in its trading in the Silver market.

Class A Units were positive 5.10% in May 2009 resulting in
a Net Asset Value per unit of $3,599.32 as of May 31, 2009.

All but one sector in the Partnership made a positive contribution to the
Partnership's gains. Currency trading led the way in May as the U.S.
dollar suffered a significant decline during the month. Trading in the
interest rate sector was also profitable in May. A number of agricultural
markets turned in strong performance in May. Soybeans was the
best-performing market in this sector as it benefited from global macro
factors, such as the weaker U.S. dollar, but also from positive seasonal
supply factors. The coffee market was also quite strong and an important
driver of the Partnership's performance in May. While energies were
hardly left out of the broad commodity market rally in May, the
Partnership's trading suffered small losses making it the lone
unprofitable sector for the month.


Class A Units were negative 4.87% in June 2009 resulting in
a Net Asset Value per unit of $3,423.92 as of June 30, 2009.

In June, the Partnership gave back most of the gains from the previous
month as many of the trends that emerged in May stalled or reversed
direction. The interest rate sector was negative for the month, where
there was at least a temporary reversal in the trend toward higher
global interest rates. Performance in currencies was slightly negative
in June as gains from trading in the British pound were not enough to
offset losses from trading in European currencies and the Japanese yen.
While equity markets worldwide have recovered from the multi-year lows
put in during March, the rally lost momentum in June. The Partnership
suffered losses in its trading of gold and silver. The energy markets
contributed positively to the Partnership's performance in June. The
direction of crude oil has loosely followed the path of equities for
much of the past year. While crude oil is up substantially from the
lows of February and March upside momentum did seem to slow in June.
The Partnership's trading models reduced exposure to the market at
different points during the month which limited overall losses.




Class A Units were negative 5.09% in July 2009 resulting in
a Net Asset Value per unit of $3,249.81 as of July 31, 2009.

The Fund suffered from negative performance in July. The Fund had a substantial
allocation to interest rates and currencies where the markets have been devoid
of trends. The markets continue to consolidate after the large moves of 2008
and while many continue to forecast "the worst is over" after a substantial
move higher in the stock markets, others point out that uncertainty around the
levels of massive consumer debt, estimated at 124% of disposable income,
unencumbered government spending and slow improvement in the real estate
markets are risks for sustained recovery. These conflicting views have left
many market sectors in an extended state of "whipsaw".


Class A Units were negative 3.21% in August 2009 resulting in
a Net Asset Value per unit of $3,145.60 as of August 31, 2009.

In August, the trading environment that prevailed for most of the month was
very similar to what has been in place in prior months. Interest rates, certain
commodity prices and the dollar continue to trade in broad ranges, limiting the
profit opportunities for the Fund's trend-following approach.

The Fund's positions in U.S., European and Japanese stock index futures were
all profitable in August. The energy sector produced the worst performance in
August for the Fund as crude oil and crude oil products finished down on the
month. Gains from natural gas only partially offset the losses from the other
markets in the sector. Trading in the metals sector was dominated by the price
action which continues to trade in a directionless manner albeit at higher
prices. The price of gold changed little month on month as it entered August
trading near $955 per ounce and closed the month trading just $2 lower near
$953. The intra-month swings were significant, however, which created false
signals for the shorter-term models used by the Fund. Trading in gold was
unprofitable in August, while trading in the silver market produced profitable
performance. The Fund was able to generate gains from trading in the
agricultural sector as it continues to profit from the bull market in sugar.
The Fund also benefited from the bear market in certain grain prices.
Position in wheat, corn and sugar were profitable for the month.


Class A Units were positive 1.17% in September 2009 resulting in
a Net Asset Value per unit of $3,182.47 as of September 30, 2009.

The Fund closed out the quarter on a positive note, returning 1.17 percent in
September. While price action was relatively subdued during the month, there
was enough movement for the Fund to capture returns in three of the six market
sectors in the portfolio. The largest gains during September came from the
currency sector. Currency investors are beginning to focus on more traditional
drivers of exchange rates such as expectations for interest rate differentials,
and are focusing on which currency will benefit from future interest rate
increases. Trading in the interest rate sector was slightly positive in
September as positioning and model direction was mixed across the portfolio.
The net effect for September was a market that ground slowly higher. Positions
in Japanese Government Bonds were the best-performing market in the sector.
The metals market was profitable as the Fund gained from rallies in the price
of both gold and silver. The energy markets had a negative impact on the Fund.
Losses from crude oil and the crude oil product markets were modest and due to
the absence of any clear trend during the period. Performance from the
agricultural sector was also negative for the month. There was no significant
theme tying the markets together.


Class A Units were a negative -3.58% in October 2009 resulting in
a Net Asset Value of $3,068.57 as of October 31, 2009.

The Fund suffered losses in October as the rally in certain volatile assets,
including equities, paused after seven consecutive months of positive
returns. The Fund's positions in U.S., European and Japanese equity futures
all suffered small losses in October. The currency sector was also down
slightly for the month; however, performance within the sector was mixed.
Performance from the energy sector was slightly negative as losses from
trading in natural gas offset small gains from the petroleum sector.
The agricultural sector was also negative in October. Cotton and coffee
both contributed positively to performance but these gains were not enough
to offset losses from grains and sugar prices.

Class A Units were a positive 8.97% in November 2009
resulting in a Net Asset Value of $3,343.97 as of November
30, 2009

November was a strong month for performance. The metals sector was
best-performing sector in the portfolio for the month on the back of a
surge in the price of gold. The precious metal rallied 12.7 percent and
closed the month at $1181 per ounce, which represents a year-to-date
gain of more than 30 percent. The speculative demand for gold is being
fueled by concerns about the U.S. budget deficit, the value of the U.S.
dollar and the prospects for future inflation. The move in gold is in
part linked to the value of the U.S. dollar, which declined in November
against both the euro and the yen. Equity prices continued to climb a
wall of worry as most indices made yearly highs during November. A
notable laggard has been the Japanese Nikkei, which actually declined
7 percent in November. The energy sector continues to benefit from
the intra-sector divergence between petroleum-based energy prices and
natural gas. Natural gas made new lows during the month as gas in
storage is at all-time highs at the same time end demand remains soft.
On the other hand, crude oil managed to move higher on the month as
industry data showed that inventories were tighter than what was
being priced in the market. The agricultural markets in the Fund
traded in a subdued pattern, but nonetheless profitable.



Class A Units were a negative 10.97% in December 2009
resulting in a Net Asset Value of $2,977.15 as of December
31, 2009.

The market action in the portfolio during December exemplified
the difficult markets encountered during the year. There were gains
from long-term trends, but these gains were offset by sharp reversals
and an extended period of choppy trendless activity.
The currency sector of the Fund was particularly hard hit by a
significant rally in the dollar versus the Japanese yen. The dollar
was recently in a downtrend versus the yen. In fact, in late November
it traded at a fourteen-year low. It opened December trading at 86.41
and surged 7.6 percent to close the month at 93.02. The interest
rate sector was also difficult as trading patterns in a number of
bond markets mirrored the price action in the currency markets.
Unfortunately, trading in precious metals, and gold in particular,
followed a similar pattern. Gold had its largest one-month price
gain in history in November, only to give most of it back in December.
Gold was undermined by the strength of the dollar and position
squaring in less liquid year-end trading.Trading in silver was
also unprofitable. The portfolio suffered small losses in the
energy sector. Crude oil and petroleum-based products continue
to swing back and forth, lacking any clear direction. Natural
gas was more volatile and also experienced trends similar to
the trading patterns that affected much of the Fund. Sugar was
one of the best markets in the Fund for the month and for the
year.In the grain sector most markets continued trading in a
choppy directionless manner.  Overall, this sector produced
positive performance in December.



Inflation

Inflation does have an effect on commodity prices and the
volatility of commodity markets; however, inflation is not
expected to have an adverse effect on the Partnership's
operations or assets.


Item 7A.  Quantitative and Qualitative Disclosures About
Market Risk

Introduction

Past Results Are Not Necessarily Indicative of Future
Performance

The Partnership is a speculative commodity pool.  The
market sensitive instruments held by it are acquired for
speculative trading purposes, and all or substantially all
of the Partnership's assets are subject to the risk of
trading loss.  Unlike an operating company, the risk of
market sensitive instruments is integral, not incidental,
to the main line of business of the Partnership.

Market movements result in frequent changes in the fair
market value of the open positions of the Partnership and,
consequently, in its earnings and cash flow.  The market
risk of the Partnership is influenced by a wide variety of
factors, including the level and volatility of interest
rates, exchange rates, equity price levels, the market
value of financial instruments, the diversification effects
among the open positions of the Partnership and the
liquidity of the markets in which it trades.

The Partnership can acquire and/or liquidate both long and
short positions in a wide range of different financial and
metals markets.  Consequently, it is not possible to
predict how a particular future market scenario will affect
performance, and the past performance of the Partnership is
not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the
Partnership could reasonably be expected to lose in a given
market sector.  However, the inherent uncertainty of the
Partnership's speculative trading and the recurrence in the
markets traded by the Partnership of market movements far
exceeding expectations could result in actual trading or
non-trading losses far beyond the indicated Value at Risk
or the experience of the Partnership to date (i.e., "risk
of ruin").  In light of the foregoing as well as the risks
and uncertainties intrinsic to all future projections, the
inclusion of the quantification included in this section
should not be considered to constitute any assurance or
representation that the losses of the Partnership in any
market sector will be limited to Value at Risk or by the
attempts of the Partnership to manage its market risk.

Standard of Materiality
Materiality as used in this section, "Qualitative and
Quantitative Disclosures About Market Risk," is based on an
assessment of reasonably possible market movements and the
potential losses caused by such movements, taking into
account the leverage, optionality and multiplier features
of the market sensitive instruments of the Partnership.

Quantifying the Trading Value at Risk of the Partnership

Qualitative Forward-Looking Statements

The following quantitative disclosures regarding the market
risk exposures of the Partnership contain "forward-looking
statements" within the meaning of the safe harbor from
civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934). All quantitative
disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except
for statements of historical fact.

The risk exposure of the Partnership in the various market
sectors traded by the commodity trading advisor is
quantified below in terms of Value at Risk.  Due to the
mark-to-market accounting of the Partnership, any loss in
the fair value of the Partnership's open positions is
directly reflected in the earnings (realized or unrealized)
of the Partnership and cash flow (at least in the case of
exchange-traded contracts in which profits and losses on
open positions are settled daily through variation margin).

Exchange maintenance margin requirements have been used by
the Partnership as the measure of its Value at Risk.
Maintenance margin requirements are set by exchanges to
equal or exceed the maximum losses reasonably expected to
be incurred in the fair value of any given contract in 95%-
99% of any one-day intervals. The maintenance margin levels
are established by dealers and exchanges using historical
price studies as well as an assessment of current market
volatility (including the implied volatility of the options
on a given futures contract) and economic fundamentals to
provide a probabilistic estimate of the maximum expected
near-term one-day price fluctuation.  Maintenance margin
has been used rather than the more generally available
initial margin, because initial margin includes a credit
risk component which is not relevant to Value at Risk.

In the case of market sensitive instruments which are not
exchange traded (almost exclusively currencies in the case
of the Partnership), the margin requirements for the
equivalent futures positions have been used as Value at
Risk.  In those rare cases in which a futures-equivalent
margin is not available, margins of the dealers have been
used.

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

The Trading Value at Risk in Different Market Sectors of
the Partnership

The following table indicates the trading Value at Risk
associated with the open positions of the Partnership by
market category as of December 31, 2010. All open position
trading risk exposures of the Partnership have been
included in calculating the figures set forth below. As of
December 31, 2010, the total capitalization of the
Partnership was approximately $17,063,171, all in Class A
shares.       .

<TABLE>
December 31, 2010
<S>

of Total
Market Sector              Value at Risk                    %
Capitalization
                            <C>                             <C>
Commodities		   .78     			   4.62%
Energies		   .18		                   1.07%
Financial Stock Indices    .08                             0.44%

Interest Rates	           .25	                           1.47%
Metals		           .20	                           1.17%
Currencies	           .34			           1.97 %
Total		           1.83 million	                  10.74%

</TABLE>


<TABLE>
December 31, 2009
<S>

of Total
Market Sector                   Value at Risk                    %
Capitalization
                                <C>                             <C>

Commodities		        0.20  			       1.41%
Energies			0.12			       0.83%
Financial Stock Indices         0.12                           0.86%

Interest Rates		        0.21			       1.49%
Metals			        0.00			       0.00%
Currencies			0.07			       0.52%
Total		                0.72 million	               5.11%

</TABLE>






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



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

Non-Trading Risk

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

The Partnership holds a portion of its assets in cash on
deposit with Newedge Financial Inc. ("Newedge") with
substantially all of the remainder on deposit with Horizon
Cash Management, LLC. (Horizon) in short term, highly
liquid investments. The Partnership has cash flow risk on
these cash deposits because if interest rates decline, so will
the interest paid out by Newedge at the 91-day
Treasury bill rate.  In addition, should short term
interest rates decline, so will the interest earnings for
assets on deposit with Horizon.  The Partnership assets
managed by Horizon are deposited in an account in the
custodial department of the Northern Trust Company, and
invested in U.S. government securities and other interest-
bearing obligations at the direction of Horizon.  Horizon
is responsible for the investment management of the assets
of the Partnership not deposited with Newedge as margin
monies or held in Partnership operating accounts.  Horizon
is registered with the Securities and Exchange Commission
(SEC) as an investment adviser.  Horizon may invest in U.S.
government securities and other instruments as permitted by
the agreement with the Partnership.  Horizon receives an
annual fee of 0.25% payable monthly on the assets it
manages.  However, Horizon only receives its service fee if
the accrued monthly interest income earned on the assets of
the Partnership managed by Horizon exceeds the 91-day U.S.
Treasury Bill rate. As of December 31, 2010, the
Partnership had approximately $16.3 million in cash
on deposit with Newedge and Horizon.

Qualitative Disclosures Regarding Primary Trading Risk
Exposures

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

The following were the primary trading risk exposures of
the Partnership as of December 31,2010, by market sector.

Interest Rates.  Interest rate risk is a major market
exposure of the Partnership.  Interest rate movements
directly affect the price of the sovereign bond positions
held by the Partnership and indirectly the value of its
stock index and currency positions.  Interest rate
movements in one country as well as relative interest rate
movements between countries materially impact the
profitability of the Partnership.  The primary interest
rate exposure of the Partnership is to interest rate
fluctuations in the United States and the other G-7
countries.  However, the Partnership also takes positions
in the government debt of smaller nations - e.g.,
Australia.  The General Partner anticipates that G-7
interest rates will remain the primary market exposure of
the Partnership for the foreseeable future.  The changes in
interest rates which have the most effect on the
Partnership are changes in long-term, as opposed to short-
term, rates.  Most of the speculative positions held by the
Partnership are in medium to long-term instruments.
However, since February 2000, the JWH program added a
European short rate, the Euribor, which is closely tied to
the actions of the European Central Bank.  This was done to
add short term interest rate diversification.

Currencies.  The currency exposure of the Partnership is to
exchange rate fluctuations, primarily fluctuations which
disrupt historical pricing relationships between different
currencies and currency pairs.  These fluctuations are
influenced by interest rate changes as well as political
and general economic conditions.  The Partnership trades in
a large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S.
dollar.  However, the Partnership's major exposures have
typically been in the dollar/yen, dollar/Euro, dollar/Swiss
franc, dollar/Australian dollar and dollar/pound positions.
The General Partner does not anticipate that the risk
profile of the Partnership's currency sector will change
significantly in the future.  The currency trading Value at
Risk figure includes foreign margin amounts converted into
U.S. dollars with an incremental adjustment to reflect the
exchange rate risk inherent to the dollar-based Partnership
in expressing Value at Risk in a functional currency other
than dollars.

Stock Indices.  The primary equity exposure of the
Partnership is to equity price risk in the G-7 countries.
The stock index futures traded by the Partnership are by
law limited to futures on broadly based indices. Ordinarily
the primary exposures are in the FTSE (England), Nikkei
(Japan) and All Ordinaries (Australia) stock indices.
However, in February 2000, the JWH firm added the German
DAX Index Futures.  The General Partner anticipates little
trading in non-G-7 stock indices.  The Partnership is
primarily exposed to the risk of adverse price trends or
static markets in the major U.S., European and Japanese
indices.  (Static markets would not cause major market
changes but would make it difficult for the Partnership to
avoid being "whipsawed" into numerous small losses.)

Metals.  The metals market exposure of the Partnership is
to fluctuations in the price of gold and silver (precious
metals) and the base metals of copper, aluminum, zinc, and
nickel at JWH.

Commodities.  The exposure to commodities of the
Partnership from JWH GAP includes corn, soybeans, soybean
meal, soybean oil, wheat, and the softs of coffee, cotton,
and sugar, as well as a full complement of other
agricultural commodities.

Energy.  The exposure of the Partnership to energy
contracts in the JWH GAP is heating oil, unleaded gasoline,
crude oil natural gas and others.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of
the Partnership as of December 31, 2010.

Foreign Currency Balances.  The primary foreign currency
balances of the Partnership are in Japanese yen, Euros,
British pounds and Australian dollars. The Partnership
controls the non-trading risk of these balances by
regularly converting these balances back into dollars (no
less frequently than twice a month).

Cash Position.  The Partnership holds a portion of its
assets in cash at Newedge Financial Inc  and Newedge SNC.
95% of these assets earn interest at the average rate paid
on 91-day U.S. Treasury Bills purchased during the month.
Substantially all of remainder is held at Horizon in short
term liquid investments.

Qualitative Disclosures Regarding Means of Managing Risk
Exposure

The General Partner monitors the performance of the
Partnership and the concentration of its open positions,
and consults with the commodity trading advisor concerning
the overall risk profile of the Partnership.  If the
General Partner felt it necessary to do so, the General
Partner could require the commodity trading advisor to
close out individual positions as well as entire programs
traded on behalf of the Partnership.  However, any such
intervention would be a highly unusual event.  The General
Partner primarily relies on the commodity trading advisor's
own risk control policies while maintaining a general
supervisory overview of the Partnership's market risk
exposures.

Risk Management

JWH attempts to control risk in all aspects of the
investment Process - from confirmation of a trend to
determining the optimal exposure in a given market, and to
money management issues such as the startup or upgrade of
investor accounts.  JWH double checks the accuracy of
market data, and will not trade a market without multiple
price sources for analytical input.  In constructing a
portfolio, JWH seeks to control overall risk as well as the
risk of any one position, and JWH trades only markets that
have been identified as having positive performance
characteristics.  Trading discipline requires plans for the
exit of a market as well as for entry.  JWH factors the
point of exit into the decision to enter (stop loss).  The
size of the JWH positions in a particular market is not a
matter of how large a return can be generated but of how
much risk it is willing to take relative to that expected
return.

To attempt to reduce the risk of volatility while
maintaining the potential for excellent performance,
proprietary research is conducted on an ongoing basis to
refine the JWH investment strategies.  Research may suggest
substitution of alternative investment methodologies with
respect to particular contracts; this may occur, for
example, when the testing of a new methodology has
indicated that its use might have resulted in different
historical performance.  In addition, risk management
research and analysis may suggest modifications regarding
the relative weighting among various contracts, the
addition or deletion of particular contracts from a
program, or a change in position size in relation to
account equity.  The weighting of capital committed to
various markets in the investment programs is dynamic, and
JWH may vary the weighting at its discretion as market
conditions, liquidity, position limit considerations and
other factors warrant.

JWH may determine that risks arise when markets are
illiquid or erratic, such as may occur cyclically during
holiday seasons, or on the basis of irregularly occurring
market events.  In such cases, JWH at its sole discretion
may override computer-generated signals and may at times
use discretion in the application of its quantitative
models, which may affect performance positively or
negatively.

Adjustments in position size in relation to account equity
have been and continue to be an integral part of the JWH
investment strategy.  At its discretion, JWH may adjust the
size of a position in relation to equity in certain markets
or entire programs.  Such adjustments may be made at
certain times for some programs but not for others.
Factors which may affect the decision to adjust the size of
a position in relation to account equity include ongoing
research, program volatility, assessments of current market
volatility and risk exposure, subjective judgment, and
evaluation of these and other general market conditions.

Item 8.	Financial Statements and Supplementary Data

Reference is made to the financial statements and the notes
thereto attached to this report.








THE EVEREST FUND, LIMITED PARTNERSHIP
Supplementary Summarized Quarterly Data
For the four Quarters for 2010 and 2010



<TABLE>

                    March 31, 2010  June 30, 2010  September 30, 2010  December 31, 2010
<S>                       <C>            <C>              <C>                 <C>
                         Class A        Class A        Class A              Class A
Net Income             $-843,144       $ 831,462       $1,507,301          $2,138,432

Increase in Net
Asset Value Per Unit   $-178.81        $185.50         $330.19             $473.94



Net Asset Value Per Unit
                      $2,798.33       $2,983.83       $3,314.02            $3,787.96

Ending Net Asset Value
                      $12,690,099     $13,604,063    $14,986,293           $17,063,171


</TABLE>





<TABLE>

                   March 31, 2009  June 30, 2009   September 30, 2009   December 31, 2009
<S>                   <C>              <C>              <C>                  <C>
                     Class A          Class A        Class A              Class A
Net Income           $-1,301,369      $-444,619      $-1,106,752          $-960,069

Increase in Net
Asset Value Per Unit $-265.59         $-98.14        $-241.45             $-205.32


Net Asset Value Per Unit
                     $3,522.05        $3,423.92      $3,182.47            $2,977.15

Ending Net Asset Value
                     $17,118,494      $15,757,993    $14,960,078          $14,084,536


</TABLE>



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

None.

Item 9A(T).	Controls and Procedures


Evaluation of Disclosure Controls and
                    Procedures

The General Partner carried out an evaluation, under the
supervision and with the participation of the General
Partner's management, including its principal executive
Officer, Peter Lamoureux, of the effectiveness of the design
and operation of the Partnership's disclosure controls and
procedures as contemplated by Rule 13(a)-15(e) of the Securities
Exchange Act of 1934, as amended. Any control system, no matter
how well designed and operated, can provide only reasonable (not
absolute) assurance that its objectives will be met.
Furthermore, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any,
have been detected. Based on their evaluation as of December 31, 2010,
the General Partner's principal executive officer and principal
financial officer concluded that the Partnership's disclosure controls
and procedures were effective.


Changes In Internal Control Over Financial Reporting

There was no change in the Partnership's internal control
over financial reporting in the 12 months ended December
31, 2010 that has materially affected, or is reasonably
likely to materially affect, the Partnership's internal
control over financial reporting.


The General Partner's management has conducted the evaluation
of the internal control over financial reporting, as required
by Exchange Act Rules 13a-15 and 15d-15.


Report on Management's Assessment of Internal Control
                     Over Financial Reporting

The management of the General Partner is responsible for
establishing and maintaining adequate internal control over
financial reporting by the Partnership.

      The General Partner's internal control over financial reporting
is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting
principles generally accepted in the United States. The Partnership's
internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Partnership; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States, and that receipts
and expenditures of the Partnership are being made only in accordance
with authorizations of management of the Partnership; and (iii) provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Partnership's
assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. All
internal control systems, no matter how well designed, have inherent
limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable
assurance with respect to financial statement preparation. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

      Management assessed the effectiveness of the Partnership's internal
control over financial reporting , based on the framework set forth by
the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework.
Based on that assessment, management concluded that, as of
December 31, 2010, the Partnership's internal control over financial
reporting was effective based on the criteria established in
Internal Control-Integrated Framework.

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


Item 9B.	Other Information.

None

                         Part III

Item 10.	Director and Executive Officer of the
Registrant.

The General Partner, Everest Asset Management, Inc., is the
sole General Partner and commodity pool operator of the
Partnership.  It is a Delaware corporation incorporated in
1987, is and has been registered with the CFTC as a
commodity pool operator since July 1, 1988 and is and has
been a member of the National Futures Association since
that date.  Its address is 1100 North 4th Street, Suite 143,
Fairfield, Iowa  52556 and its telephone number at such
location is (641) 472-5500.

The officer and director of the General Partner as of
December 31, 2010 is listed below:

Peter Lamoureux. Mr. Lamoureux, (born in 1950), has
been President, Treasurer and Secretary of the General
Partner since November 1996.  He joined the General Partner
and Capital Management Partners, Inc., a selling agent and
affiliate of the Partnership at that time, in 1991 and has
had primary responsibility for Partnership syndication
since October 1994.  Prior to joining the General Partner,
Mr. Lamoureux was Manager of Refined Products with United
Fuels International, Inc., an energy brokerage firm in
Waltham, Massachusetts.  He received his B.S. in Education
from Rhode Island College, R.I.


The General Partner does not trade commodities for its own
account but its principals may.  Because of their
confidential nature, records of such trading will not be
available to Limited Partners for inspection.

There have been no material criminal, civil or
administrative actions during the preceding five years or
ever against the General Partner or its principal.

Audit Committee Financial Expert

The Board of Directors of Everest Asset Management, Inc.
has determined that Peter Lamoureux, President, Treasurer
and Secretary of the General Partner, qualifies as an audit
committee financial expert in accordance with the
applicable rules and regulations of the U.S. Securities and
Exchange Commission.  Mr. Lamoureux is not "independent" as
that term is defined in Item 7(a)(3)(iv) of Schedule 14A
under the Exchange Act.

Code of Ethics

The General Partner has adopted a code of ethics for its
chief executive officer and persons performing similar
functions.  A copy of the General Partner's code of ethics
may be obtained at no charge by written request to Everest
Asset Management, Inc., 1100 North 4th Street, Suite 143,
Fairfield, Iowa 52356 or by calling 641-472-5500.



Item 11.  Executive Compensation.

The Partnership has no directors or executive officers.  As
a limited partnership, the business of the Partnership is
managed by its General Partner which is responsible for the
administration of the business affairs of the Partnership
and receives the compensation described in Item 1
"Business" hereof. The officers and directors of the
General Partner receive no compensation from the
Partnership for acting in their respective capacities with
the General Partner.

The General Partner is the manager of the Partnership. General Partner
receives .05% management fees monthly.

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

          (a)  As of December 31, 2010 there were two partners
known to the Partnership to own beneficially more than 5%
of the outstanding Units:
RBRF Limited Partnership  5.75%
Alan L Schoolcraft  16.71%

          (b) As of December 31, 2010, management ownership
was:  by  Peter Lamoureux  with 77.353 class A units. This
represents 1.72% of class A units of the Partnership.

        (c) As of December 31, 2009, no arrangements were
known to the Partnership, including no pledge by any person
of Units of the Partnership or shares of the General
Partner or the affiliates of the General Partners, such
that a change in control of the Partnership may occur at a
subsequent date.

Item 13.  Certain Relationships and Related Transactions.

          (a)    None other than the compensation
arrangements described herein.

          (b)    None.

          (c)    None.

The Partnership filed Registration Statements on Form S-18
and Form 10, therefore this information is not required to
be included.

Item 14.  Principal Accounting Fees and Services

Audit Fees

For the year ended December 31,2010 the aggregate fee
billed by Donahue Associates, LLC, Independent
Registered Public Accountant, for professional services
rendered for the audit of the financial statements included
in this annual report was $13,300.

For the year ended December 31,2009 the aggregate fee
billed by Donahue Associates, LLC, Independent
Registered Public Accountant, for professional services
rendered for the audit of the financial statements included
in this annual report was $13,700.



Audit Related Fees

 None.

Tax Fees


The audit committee pre-approved all fees for the
Everest Partnership, L.P. for fiscal year 2010 and 2009.

For the year ended December 31, 2010, the aggregate fees
billed by Donahue Associates, LLC for federal and state tax return
preparation totaled $6,000.


For the year ended December 31, 2009, the aggregate fees
billed by Donahue Associates, LLC for federal and state tax return
preparation totaled $5,000.



All Other Fees

None.




Part IV


Item 15.  Exhibits, Financial Statement, Schedules.

     (a) The following documents are included herein:

         (1)     Financial Statements:

                 	a. Report of Independent Registered
Public Accounting Firm:
Donahue Associates, LLC for 2010
Donahue Associates, LLC for 2009

b. Statements of Financial Condition, December 31, 2010 and 2009.

c. Statements of Operations, Years Ended December 31, 2010 and 2009.

d. Statements of Changes in Partners' Capital, Years Ended
December 31, 2010 and 2009.

e. Statements of Cash Flows, Years Ended December 31, 2010 and 2009.

f. Schedule of Investments, December 31, 2010

g. Schedule of Investments, December 31, 2009


Notes to Financial Statements.

Acknowledgment


  (2)  All financial statement schedules have been omitted
because the information required by the schedules is not
applicable, or because the information required is
contained in the financial statements included herein or
the notes thereto.

        (3)  Exhibits:

                See the Index to Exhibits annexed hereto.

See form 8-K
Form 8-K filed  on September 29, 2010
Exhibits:

		    See The Index to Exhibits annexed hereto.

	(c)	Financial Statement Schedules

		None.

                        SIGNATURES

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

Date:	 March 31, 2011		The Everest Fund, L.P.


                              By:  Everest Asset Management, Inc.
                                        (General Partner)
                              By:  /s/ Peter Lamoureux
                              Peter Lamoureux, President
                              Secretary, Treasurer, and Director

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Partnership and in the capacities
and on the date indicated.

Date:	March 31, 2011

                            By:  /s/ Peter Lamoureux
                            Peter Lamoureux, President,
                            Secretary, Treasurer, and Director
                           Index to Exhibits:

Exhibit
No.             Description



3.4      Amended and Restated Agreement of Limited
Partnership dated as of May 1, 1995.

Advisory Contract between the Partnership, the General
         Partner and John W. Henry & Company, Inc. dated
         December 1, 1990.

10.6	   Amendment to Advisory Contract between the
Partnership, the General Partner and John W. Henry &
Company, Inc. dated April 1, 1995.

10.9	   Certificate of Limited Partnership for Everest
Futures Fund II L.P. dated March 15, 1996.


 Limited Partnership Agreement for Everest Futures Fund
         II L.P. dated as of March 29, 1996.

Confidential Private Placement Memorandum and Disclosure
         Document dated August 21, 1996.



Notes to the Exhibits:

Exhibits 3.4, 10.5, 10.6, 10.9, 10.10 and 28.1 are
incorporated by reference to the Partnership's Form 10
accepted on September 19, 1996.

The Exhibits referenced above bear the exhibit numbers
corresponding to those indicated in the Partnership's
Registration Statements.

Number of Attached Exhibits

None.


Yours truly,
Peter Lamoureux
President



EVEREST FUND, L.P.
 (An Iowa Limited Partnership)

ACKNOWLEDGEMENT












                 The Everest Fund, L.P.
              (an Iowa Limited Partnership)


                      FINANCIAL REPORT

                   For the Years Ending
            December 31, 2010 and December 31, 2009

















                 The Everest Fund, L.P.
              (an Iowa Limited Partnership)


                  Table of Contents


Page(s)

I.	  Report of Independent Registered Public Accounting Firm    1

II.	  Financial Statements

                     Statements of Financial Condition	              2

                     Statements of Operations		              3

                     Statements of Changes in Partners' Capital	      4

                     Statements of Cash Flows			      5

                     Condensed Schedules of Investments		      6

III.	 Notes to the Financial Statements	       	              7-17







DONAHUE ASSOCIATES, LLC
Certified Public Accountants



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the General Partner
The Everest Fund, L.P.
We have audited the accompanying statement of financial condition,
including the condensed schedules of investments, of The Everest
Fund, L.P. as of December 31, 2010 and December 31, 2009, and the
related statements of operations, changes in partners' capital and
cash flows for the years then ended. These financial statements are
the responsibility of management. Our responsibility is to express
an opinion on these financial statements based on our audits.We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, and 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 The Everest
Fund, L.P. as of December 31, 2010 and December 31, 2009, and the results of
its operations and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.



Donahue Associates LLC
Monmouth Beach, New Jersey
March 15, 2011



The Everest Fund, L.P.
(an Iowa Limited Partnership)
Statements of Financial Condition
As of  December 31, 2010  and December 31, 2009







                                            2010              2009
ASSETS

Equity in broker trading accounts:

   Cash and cash equivalents             $14,708,768       $13,113,057
   Net unrealized gain (loss) on open
                            contracts      1,035,839           150,734
                                         -----------       -----------
Total equity at broker trading accounts  $15,744,607       $13,263,791
   Cash and cash equivalents               1,623,908         1,084,562
   Interest receivable                           198            47,952
                                         -----------       -----------

Total Assets                             $17,368,713       $14,396,305
                                         ===========       ===========


LIABILITIES


     Management fees payable                 $28,685           $23,342
     Incentive fees payable                  119,237                 0
     Brokerage commissions & fees payable     75,486            73,529
     Accounts payable & accrued expenses      82,135            70,229
     Redemptions payable                           0           144,670

Total Liabilities                           $305,543          $311,770
                                         -----------       -----------

PARTNERS' CAPITAL

    Limited partners, Class A shares:
4,504.58 and 4,730.89 units outstanding   17,063,170        14,084,535
                                         -----------       -----------


Total Liabilities & Partners' Capital    $17,368,713       $14,396,305
                                         ===========       ===========








The accompanying notes are an integral part of these financial statements.





The Everest Fund, L.P.
(an Iowa Limited Partnership)

Statements of Operations
For the Years Ended December 31, 2010 and 2009









                                           2010              2009
Trading gains (losses):


   Net realized trading gains (losses)  $4,036,082       ($2,069,031)
   Change in unrealized gains (losses)     883,535          (507,342)
   Brokerage commissions & fees            (41,580)          (42,097)
                                        -----------      ------------
        Net gain (loss) from trading    $4,878,037       ($2,618,470)



Net investment income:

  Income:
    Interest income                        54,655            138,455
    Dividend income                             1                 21
    Other income (loss)                         0               (36)
                                        ----------       ------------
Total income                              $54,656           $138,440



  Expenses:
   Management fees- general partner       $794,807          $935,444
   Management fees- advisors               285,527           260,245
   Advisor incentive fees                  119,237                 0
   Professional fees                        94,384           127,908
   Administrative expenses                   4,687             9,183
                                       -----------        ----------
   Total administrative expenses         1,298,642         1,332,780
                                       -----------        ----------

Net investment income (loss)            (1,243,986)       (1,194,340)
                                       ------------       -----------


Net income (loss)                       $3,634,051       ($3,812,810)
                                       ============      ============



Net income (loss)per unit of partner interest $810.83      ($810.50)









The accompanying notes are an integral part of these financial statements.




The Everest Fund, L.P.
 (an Iowa Limited Partnership)

Statement of Changes in Partners' Capital
For the Years Ended December 31, 2010 and December 31, 2009



                                         Partners'  Units         Net Asset
                                         Equity    Outstanding  Value Per Unit
                                         --------  ------------  -------------

Partners' equity at December 31, 2008  $18,713,395   4,940.65    $3,787.64

              Additions                    864,000     273.41

              Redemptions               (1,671,496)   (483.17)

              Offering costs                (8,554)

              Net loss                  (3,812,810)
                                       ------------   --------

Partners' equity at December 31, 2009   $14,084,535  4,730.89    $2,977.14

              Additions                     870,000    294.30

              Redemptions                (1,516,803)  (520.61)

              Offering costs                 (8,613)

              Net income                  3,634,051
                                        ------------  ---------

Partners' equity at December 31, 2010   $17,063,170  4,504.58    $3,787.96
                                        ============ ==========  ==========








The accompanying notes are an integral part of these financial statements.




The Everest Fund, L.P.
 (an Iowa Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31, 2010 and 2009







                                                   2010              2009
Cash flows from (for)  operating activities
Net income (loss)                            $3,634,051          ($3,812,810)
 Net changes to reconcile net income (loss) to net cash
 provided (used) by operating activities:
    Unrealized gain (loss) on open contracts       (885,105)         508,912
    Interest receivable                              47,754          (27,967)
    Incentive fees payable                          119,237         (885,100)
    Brokerage commissions & fees payable              1,957          (14,426)
    Management fees payable                           5,343           (2,936)
    Accounts payable & accrued expenses              11,906          (29,580)
                                                ------------      ------------
Net cash provided (used) by operating activities $2,935,143      ($4,263,907)


Cash flows from (for)  financing activities:

  Partner additions, net of offering costs         $861,387         $855,446
  Redemptions paid                               (1,661,473)      (1,659,708)
                                                ------------     ------------
Net cash provided (used) by financing activities   (800,086)        (804,262)
                                                ------------     ------------
Net change in cash & cash equivalent position    $2,135,057      ($5,068,169)

Cash & cash equivalent balance at January 1st    14,197,619       19,265,788
                                                ------------     ------------

Cash & cash equivalent balance at December 31st $16,332,676      $14,197,619
                                                ============     ============


Supplemental disclosures of cash flow information:
     Redemptions payable                             $0            $144,670


     Cash & cash equivalents consist of:

           Cash in broker trading accounts      $14,708,768      $13,113,057
           Cash & cash equivalents                1,623,908        1,084,562
                                                -----------      -----------
Total cash & cash equivalents                   $16,332,676      $14,197,619
                                                ===========      ===========






The accompanying notes are an integral part of these financial statements.





The Everest Fund, L.P.
(an Iowa Limited Partnership)

Condensed Schedule of Investments
As of December 31, 2010







                                          Number    Percent of   Gain (Loss)
                            Expiration      of       Partners'     on Open
                               Date      Contracts   Capital     Contracts
                            ----------  ----------  ----------  ------------


Long U.S. Futures Contracts

  Interest rates              Sep-11        9          0.01%        $1,053

   Metals                Feb 11-Mar 11     56          3.02%       515,000
   Energy                Mar 11-Apr 11     50          0.49%        84,126
  Agriculture                 Mar-11       230         1.54%       262,745
  Currencies                  Mar-11       80          0.87%       147,700
  Indices                     Mar-11       16          0.07%        12,211
                                                     --------   -----------
     Total Long Futures Contracts                      6.00%    $1,022,835
                                                     --------   -----------
Short U.S. Futures Contracts

  Interest Rates              Mar-11       118         0.17%       $29,348
  Energy                      Apr-11        1         -0.01%        (1,250)
  Currencies             Mar 11-Dec 11     22         -0.09%       (15,094)
                                                    ---------   -----------

   Total Short Futures Contracts                       0.07%        13,004
                                                    ---------   -----------
Total Futures Contracts                                6.07%    $1,035,839
                                                    =========   ===========




The accompanying notes are an integral part of these financial statements.






  The Everest Fund, L.P.
                           (an Iowa Limited Partnership)

                          Condensed Schedule of Investments
                              As of December 31, 2009


                                          Number    Percent of   Gain (Loss)
                            Expiration      of       Partners'     on Open
                               Date      Contracts   Capital     Contracts
                            ----------  ----------  ----------  ------------

Long U.S. Futures Contracts
  Interest rates        Mar 10- Sept 10      55       -0.16%     ($22,705)
  Energy                     Apr-10          10       -0.15%      (21,390)
  Agriculture                Mar-10         116        1.06%      149,918
  Indices                    Mar-10          14        0.21%       29,410
                                                     ---------   ----------
     Total Long Futures Contracts                      0.96%     $135,233
                                                     ---------   ----------

Short U.S. Futures Contracts
  Metals                     Mar-10          26       -0.05%       (7,078)
  Agriculture            Mar 10- Apr 10       8       -0.21%      (29,800)
  Currencies                 Mar-10          88        0.16%       23,110
  Indices                    Mar-10          43        0.21%       29,269
                                                     ---------   ----------
     Total Short Futures Contracts                     0.11%      $15,501
                                                     ---------   ----------

Total Futures Contracts                                1.07%     $150,734
                                                     ==========  ==========







The accompanying notes are an integral part of these financial statements.











The Everest Fund, L.P.
 (an Iowa Limited Partnership)
NOTES TO THE FINANCIAL STATEMENTS
For the Years Ended December 31, 2010 and December 31, 2009

1.	Organization and Business

The Everest Fund, L.P., formerly Everest Futures Fund, L.P. (an Iowa Limited
Partnership), (the "Partnership") is a limited partnership organized in June
1988, under the Iowa Uniform Limited Partnership Act (the "Act") for the
purpose of engaging in the speculative trading of commodity futures and options
thereon and forward contracts (collectively referred to as "Commodity
Interests").The sole General Partner of the Partnership is Everest Asset
Management, Inc. (the "General Partne").

On July 1, 1995, the Partnership recommenced its offering under a Regulation D,
Rule 506 private placement.  The private placement offering is continuing at a
gross subscription price per unit equal to net asset value (NAV) per unit,
plus an organization and offering cost reimbursement fee payable to the General
Partner, and an ongoing compensation fee equal to 3% of the net asset value of
Class A Units sold.  The Class A Units (retail shares) continue to be charged
an initial 1% offering and organization fee as a reduction to capital.

2.	Summary of Significant Accounting Policies

Revenue Recognition
Commodity futures contracts, forward contracts, physical commodities, and
related options are recorded on the trade-date basis and realized gains or
losses are recognized when contracts are liquidated.  All such transactions
are recorded on the identified cost basis and marked to market daily.
Unrealized gains or losses on open contracts (the difference between contract
trade price and market price) are reported in the statement of financial
condition as a net unrealized gain or toss, as there exists a right of offset
of unrealized gains or losses in accordance with the Financial Accounting
Standards Board Interpretation No. 39-"Offsetting of Amounts Related to
Certain Contracts." Any change in net unrealized gain or loss from the
preceding period is reported in the statement of operations. Fair value of
exchange-traded contracts is based upon exchange settlement prices. Fair
value of non-exchange-traded contracts is based on third party quoted dealer
values on the Inter-bank market.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
thataffect 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.

Cash and Cash Equivalents
Cash equivalents represent short-term highly liquid investments with maturities
of 90 days or less at the date of acquisition.

Summary of Significant Accounting Policies, continued

Redemptions Payable
Pursuant to the provisions of Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity ("SFAS 150"), redemptions approved by the
General Partner prior to month end with a fixed effective date and fixed
amount are recorded as redemptions payable as of month end.

Fair Value of Financial Instruments
The financial instruments held by the Company are reported in the statements
of financial condition at fair value, or at carrying amounts that approximate
fair value, due to their highly liquid nature and short-term maturity.

Foreign Currency Translation
The Partnership's functional currency is the U.S. dollar, however, it
transacts business in currencies other than the U.S. dollar.  Assets and
liabilities denominated in foreign currencies are translated at the
prevailing exchange rates as of the date of the statement of financial
conditions. Gains and losses on investment activity are translated at the
prevailing exchange rate on the date of each respective transaction while
year-end balances are translated at the year-end currency rates. Realized
and unrealized foreign exchange gains or losses are included in trading
income in the statements of operations.

Income Taxes
No provision for income taxes has been made in the accompanying financial
statements as each partner is responsible for reporting income (loss) based
upon the pro rata share of the profits or losses of the Partnership.  The
Partnership files U.S. federal and state tax returns.

Recent Accounting Pronouncements:

In January 2010, the Financial Accounting Standards Board issued Accounting
Standard Update 2010-06, Fair Value Measurements and Disclosures (Topic 820),
Improving Disclosures About Fair Value Measurements ("ASU 2010-06"). ASU
2010-06 adds new requirements for disclosures about transfers into and out
of Level 1 and 2 inputs and separate disclosures about fair value measurements,
particularly with respect to purchases, sales, issuances and settlements
relating to Level 3 inputs. It also clarifies existing fair value disclosures
about the level of disaggregation, will require that entities provide fair
value measurement disclosures for each class of assets and liabilities, and
adds requirements relating to inputs and valuation techniques used to measure
fair value. Generally, ASU 2010-06 is effective for interim and annual
reporting periods beginning after December 15, 2009, however, the disclosures
about purchases, sales, issuances and settlements in the roll forward of
activity in Level 3 inputs is not required until fiscal years beginning after
December 15, 2010. The adoption of ASU 2010-06 did not have a significant
impact on the Partnership's financial condition and results of operations.


Notes to the Financial Statements, continued

3.  Fair Value of Financial Instruments

Effective January 1, 2008, the Partnership adopted Statement of Financial
Accounting Standard No. 157, Fair Value Measurement (SFAS 157), issued by
the FASB.  SFAS No. 157 defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date and sets
out a fair value hierarchy.  The fair value hierarchy gives the highest
priority to quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable inputs (Level
3).  Inputs are broadly defined under SFAS 157 as assumptions market
participants would use in pricing an asset or liability. The three levels
of the fair value hierarchy under SFAS 157 are described below:

Level 1.  Unadjusted quoted prices in active markets for identical assets
or liabilities that the reporting entity has the ability to access at the
measurement date.Level 2.  Inputs other than quoted prices within Level 1
that are observable for the asset or liability, either directly or
indirectly; and fair value is determined through the use of models or
other valuation methodologies.  A significant adjustment to a Level 2 input
could result in the Level 2 measurement becoming a Level 3 measurement.
Level 3.  Inputs are unobservable for the asset or liability and include
situations where there is little, if any, market activity for the asset
or liability.  The inputs into the determination of fair value are based
upon the best information in the circumstances and may require significant
management judgment or estimation.

The following section describes the valuation techniques used by the
Partnership to measure different financial instruments at fair value and
includes the level within the fair value hierarchy in which the financial
instrument is categorized. Fair value of exchange-traded contracts is based
upon exchange settlement prices. Fair value of non-exchange-traded contracts
is based on 3rd  party-quoted dealer values on the Inter-bank market.
These financial instruments are classified in Level 1 of the fair value
hierarchy.   The table below demonstrates the Partnership's fair value
hierarchy for those assets and liabilities measured at fair value on a
recurring basis as of December 31, 2010 and December 31, 2009:











Fair Value of Financial Instruments continued

Fair Value Measurement of Assets




                                 Total         Level 1       Level 2     Level 3

Assets at December 31, 2010:

 Cash and cash equivalents     $14,708,768   $14,708,768

 Positions in futures and
          option contracts       1,035,839     1,035,839
                              ------------  ------------  ----------  ---------


Total assets at fair value     $15,744,607   $15,744,607       $0          $0
                              ============  ============  ==========  ==========







                                Total         Level 1       Level 2     Level 3


Assets at December 31, 2009:

 Cash and cash equivalents   $13,113,057   $13,113,057

 Positions in futures and
        option contracts         150,734       150,734
                             -----------   ------------  ----------   ----------
Total assets at fair value   $13,263,791    $13,263,791        $0           $0
                             ===========   ============  ==========   ==========



In the normal course of business, the Partnership engages in trading
derivatives by purchasing and selling futures contracts and options on
future contracts for its own account.  All such trading is effectuated
as speculative as opposed to hedging.  Effective January 1, 2009, the
Partnership adopted the provisions of Accounting Standards Codification
815, Derivatives & Hedging, which requires enhanced disclosures about
the objectives and strategies for using derivatives and quantitative
disclosures about the fair value amounts, and gains and losses on
derivatives.  See below for such disclosures.



Fair Value of Derivative Instruments


                                                         2010      2009
Speculative Instruments    Location- Statement of    Fair Value  Fair Value
                             Financial Condition
Futures Contracts       Net unrealized gain (loss)
                              on open contracts      $1,035,839   $150,734





                                                         2010       2009
Speculative Instruments   Location- Statement       Fair Value   Fair Value
                              of Operations
Futures Contracts  Net realized trading gains(losses) $4,036,082  ($2,069,031)
Futures Contracts   Change in unrealized gains(losses)  $883,535    ($507,342)

Notes to the Financial Statements, continued


4.  Limited Partner Agreement

The Limited Partners and General Partner share in the profits and losses
of the Partnership in proportion to the number of units or unit equivalents
held by each. However, no Limited Partner is liable for obligations of the
Partnership in excess of their capital contribution and profits, if any,
and such other amounts as they may be liable for pursuant to the Act.
Distributions of profits are made solely at the discretion of the General
Partner.

Responsibility for managing the Partnership is vested solely in the General
Partner. The General Partner has delegated complete trading authority to an
unrelated party (see Note 5).

Limited Partners may cause any or all of their Class A units to be redeemed
as of the end of any month at the month end net asset value on fifteen days'
prior written notice to the Partnership, (for Class I Units, as of the end
of any quarter on forty-five days' notice), or such lesser period as is
acceptable to the Partnership. Although the Agreement does not permit
redemptions for the first six months following a Limited Partner's admission
to the Partnership, the Agreement does permit the Partnership to declare
additional regular redemption dates.  The Partnership will be dissolved on
December 31, 2020, or upon the occurrence of certain events, as specified
in the Limited Partnership agreement.

5.  Agreements and Related Party Transactions

John W. Henry & Company, Inc. (JWH) serves as the Partnership's commodity
trading advisor.  JWH receives a monthly management fee equal to 0.167%
(2% annually) of the Partnership's month-end net asset value, (as defined),
and a quarterly incentive fee of 20% of the Partnership's new net trading
profits, (as defined). The incentive fee is retained by JWH even though
trading losses may occur in subsequent quarters; however, no further
incentive fees are payable until any such trading losses (other than losses
attributable to redeemed units and losses attributable to assets
reallocated to another advisor) are recouped by the Partnership.

Effective November 2003, the General Partner charges the Partnership a
monthly management fee equal to 0.50% of the Partnership's Class A
beginning-of-month net asset value.

Beginning in mid-October 2005, the Partnership engaged Calyon Financial,
Inc. ("CFI") as the Partnership's futures and options on futures broker,
and engaged, Calyon Financial, SNC ("CFS") as the Partnership's foreign
currency or forwards currency broker, (collectively referred to as the
"Clearing Brokers").  On January 2, 2008 Calyon Financial, Inc. and SNC
changed their company title to Newedge Financial, Inc. Newedge
Financial, Inc. further changed their name to Newedge USA, LLC, as a
result of a merger on September 1, 2008 between Newedge Financial, Inc.
and Newedge USA, LLC. The agreements provide that the Clearing Brokers
charge the Partnership brokerage commissions at the rate of between
$5.80 to $10.70 per round-turn trade, plus applicable exchange, give up
fees and NFA fees for futures contracts and options on futures
Agreements and Related Party Transactions, continued


contracts executed on domestic exchanges and over the counter markets.
For trades on certain foreign exchanges, the rates may be higher.

The Partnership also reimburses the Clearing Brokers for all delivery,
insurance, storage or other charges incidental to trading and paid to
third parties.

The Partnership earns interest on 95% of the Partnership's average
monthly cash balance on deposit with its Brokers at a rate equal to the
average 91-day Treasury Bill rate for US Treasury Bills issued during
that month.

The Partnership has also entered into an investment advisory agreement
with Horizon Cash Management L.L.C. ("HCM").  At December 31, 2010 and
December 31, 2009 approximately 86% and 93%, respectively, of the
partnership's capital were funds deposited with a commercial bank and
invested under the direction of HCM. HCM receives a monthly cash management
fee equal to 1/12 of .25% (.25% annually) of the average daily assets
under management if the accrued monthly interest income earned on the
Partnership's assets managed by HCM exceeds the 91-day U.S. Treasury
bill rate.

6.  Financial Instruments, Off-Balance Sheet Risks and Contingencies

The Partnership engages in the speculative trading of U.S. and foreign
futures contracts, options on U.S. and foreign futures contracts, and
forward contracts ("collectively derivatives"). These derivatives
include both financial and non-financial contracts held as part of a
diversified trading strategy. The Partnership is exposed to both market
risk, the risk arising from changes in the market value of the contracts;
and credit risk, the risk of failure by another party to perform
according to the terms of a contract.

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

For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the Partnership is exposed to a market risk
equal to the value of futures and forward contracts purchased and
unlimited liability on such contracts sold short. As both a buyer
and seller of options, the Partnership pays or receives a premium
at the outset and then bears the risk of unfavorable changes in the
price of the contract underlying the option.


Financial Instruments, Off-Balance Sheet Risks and Contingencies, continued

In the case of forward contracts, over-the-counter options contracts or
swap contracts, which are traded on the interbank or other institutional
market rather than on exchanges, the counterparty is generally a single
bank or other financial institution, rather than a clearinghouse backed
by a group of financial institutions; thus, there likely will be greater
counterparty credit risk. The Partnership trades only with those
counterparties that it believes to be creditworthy. All positions of
the Partnership are valued each day on a mark-to-market basis. There
can be no assurance that any clearing member, clearinghouse or other
counterparty will be able to meet its obligations to the Partnership.


The unrealized gain (loss) on open futures and forward contracts is
comprised of the following:



                                               2010
                                 ----------------------------------
                                 Futures     Forwards      Total
                                ---------   ----------   ----------

Gross unrealized gains         $1,022,836     $29,347   $1,052,183

Gross unrealized losses               0       (16,344)     (16,344)
                               -----------  ----------  -----------
Net unrealized gains (losses)  $1,022,836     $13,003   $1,035,839
                               ===========  ==========  ===========



                                                2009
                                 ----------------------------------
                                 Futures     Forwards      Total
                                ---------   ----------   ----------
Gross unrealized gains          $179,328      $52,379     $231,707

Gross unrealized losses          (44,095)     (36,878)     (80,973)
                                ---------   ----------   ----------
Net unrealized gains (losses)   $135,233      $15,501     $150,734
                                =========   ==========   ==========





The Partnership's policy is to continuously monitor its exposure to market
and counterparty risk through the use of a variety of financial, position
and credit exposure reporting and control procedures.  In addition, the
Partnership has a policy of reviewing the credit standing of each clearing
broker or counter party with which it conducts business.

The limited partners bear the risk of loss only to the extent of the net
asset value of their Partnership units.





Notes to the Financial Statements, continued

7.  Financial Highlights

The following financial highlights show the Partnership's financial
performance for the years ended December 31, 2010 and December 31, 2009.



                                              2010      2009
                                            Class A   Class A


Total return before distributions*          27.23%    -21.40%
                                           ========  ========
Ratio to average net assets:

Management fees                              7.62%     5.88%
Incentive fees                               0.84%     0.00%
Other expenses                               0.70%     2.50%
                                           --------  --------
Total expenses                               9.16%     8.38%
                                           ========  =========








 (*)	Total return is calculated for all shareholders throughout the year.
An individual shareholder's
return may vary from these returns based on the timing of share transactions.




Financial Highlights, continued


Per Unit Performance:
(for units outstanding through the entire period)


Net asset value at December 31, 2008      $3,787.64


Loss for fiscal year 2009                   (529.92)
Expenses for fiscal year 2009               (280.58)
                                       --------------


Net asset value at December 31, 2009       $2,977.14


Income for fiscal year 2010                 1,099.12
Expenses for fiscal year 2010                (288.29)
                                       --------------

Net asset value at December 31, 2010       $3,787.96
                                       ==============





 (**)	Total return is calculated for all shareholders throughout the year.
 An individual shareholder's return may vary from these returns based on the
timing of share transactions.


8. Concentrations of Credit
The Partnership has a significant amount of its assets on deposit with the
clearing futures FCM, which are not insured, at December 31, 2010 and
December 31, 2009.  In the event of the insolvency of the clearing FCM,
recovery of the Partnership's assets may be limited to a pro rata share
of available funds not covered by insurance.

The Partnership may, from time to time, have cash deposits at banks that
are in excess of insured amounts.

9. Subsequent Events
The Company has made a review of material subsequent events from December
31, 2010 through the date of this report and found no material subsequent
events reportable during this period.