UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 000-51282
 FAIRFIELD FUTURES FUND L.P. II
 
   New York
    
    56-2421596(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 c/o Ceres Managed Futures LLC
522 Fifth Avenue  14th Floor
New York, New York 10036
 
  (212) 296-1999
 
   Yes X No
  Yes  No
  Large accelerated filer
    
    Accelerated filer
    
    Non-accelerated filer X
    
    Smaller reporting company
  Yes  No X




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##### 



FAIRFIELD FUTURES FUND L.P. II
 FORM 10-Q
 INDEX
 PagePART I - Financial Information:
    
    NumberItem 1.
    
    Financial Statements:Statements of Financial Condition at June 30, 2010 and December 31, 2009 (unaudited)
    
    3Statements of Income and Expenses and Changes in Partners Capital for the three and six
months ended June 30, 2010 and 2009 (unaudited)
    
    4Notes to Financial Statements, including the Financial Statements of CMF Graham
Capital Master Fund L.P. (unaudited)
    
    519Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    2022Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    2324Item 4.
    
    Controls and Procedures
    
    25PART II - Other Information
    
    26Exhibits31.1 Certification31.2 Certification32.1 Certification32.2 Certification
  2




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##### 



PART I
 
 Item 1. Financial Statements
 
 Fairfield Futures Fund L.P. II
Statements of Financial Condition
(Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009Assets:Investment in Master, at fair value
    
    $
    39,766,217
    
    
    $
    44,070,980Cash
    
    
    77,749
    
    
    
    103,564Total assets
    
    $
    39,843,966
    
    
    $
    44,174,544Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage fees
    
    $
    149,415
    
    
    $
    165,655Management fees
    
    
    66,132
    
    
    
    73,303Administrative fees
    
    
    16,533
    
    
    
    18,326Other
    
    
    15,488
    
    
    
    27,194Redemptions payable
    
    
    232,733
    
    
    
    524,840Total liabilities
    
    
    480,301
    
    
    
    809,318Partners Capital:General Partner, 546.3187 and 1,250.2679 unit
equivalents outstanding at June 30, 2010 and
December 31, 2009, respectively
    
    
    551,476
    
    
    
    1,339,800Special
Limited Partner, 442.4015 units outstanding at June 30, 2010 and December 31,
2009
    
    
    446,578
    
    
    
    474,082Limited
Partners, 38,006.6589 and 38,774.5548
Redeemable Units
outstanding at June 30, 2010 and December 31,
2009, respectively
    
    
    38,365,611
    
    
    
    41,551,344Total partners capital
    
    
    39,363,665
    
    
    
    43,365,226Total liabilities and partners capital
    
    $
    39,843,966
    
    
    $
    44,174,544Net asset value per unit
    
    $
    1,009.44
    
    
    $
    1,071.61
  3




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##### 



Fairfield Futures Fund L.P. II
Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net realized gains (losses) on closed contracts allocated
from Master
    
    $
    1,537,006
    
    
    $
    (510,045
    )
    
    $
    (237,200
    )
    
    $
    (300,473
    )Change in net unrealized gains (losses) on open contracts
allocated from Master
    
    
    (1,296,770
    )
    
    
    (39,876
    )
    
    
    (681,862
    )
    
    
    (625,427
    )Interest income allocated from Master
    
    
    10,111
    
    
    
    8,829
    
    
    
    14,938
    
    
    
    19,420Expenses allocated from Master
    
    
    (41,985
    )
    
    
    (43,041
    )
    
    
    (70,632
    )
    
    
    (74,871
    )Total income (loss)
    
    
    208,362
    
    
    
    (584,133
    )
    
    
    (974,756
    )
    
    
    (981,351
    )Expenses:Brokerage fees
    
    
    461,925
    
    
    
    494,843
    
    
    
    916,104
    
    
    
    1,053,589Management fees
    
    
    204,466
    
    
    
    218,783
    
    
    
    405,426
    
    
    
    465,815Administrative fees
    
    
    51,117
    
    
    
    54,695
    
    
    
    101,357
    
    
    
    116,453Other
    
    
    90,536
    
    
    
    28,750
    
    
    
    132,422
    
    
    
    62,251Total expenses
    
    
    808,044
    
    
    
    797,071
    
    
    
    1,555,309
    
    
    
    1,698,108Net income (loss) before allocation to Special Limited Partner
    
    
    (599,682
    )
    
    
    (1,381,204
    )
    
    
    (2,530,065
    )
    
    
    (2,679,459
    )Allocation to Special Limited Partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) after allocation to Special Limited
Partner
    
    
    (599,682
    )
    
    
    (1,381,204
    )
    
    
    (2,530,065
    )
    
    
    (2,679,459
    )Additions  Limited Partners
    
    
    1,894,000
    
    
    
    641,000
    
    
    
    3,456,000
    
    
    
    1,246,000Redemptions  General Partner
    
    
    
    
    
    
    
    
    
    
    (700,077
    )
    
    
    Redemptions  Limited Partners
    
    
    (2,550,800
    )
    
    
    (2,314,177
    )
    
    
    (4,227,419
    )
    
    
    (8,460,083
    )Redemptions  Special Limited Partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,250,000
    )Net increase (decrease) in Partners Capital
    
    
    (1,256,482
    )
    
    
    (3,054,381
    )
    
    
    (4,001,561
    )
    
    
    (11,143,542
    )Partners Capital, beginning of period
    
    
    40,620,147
    
    
    
    44,712,411
    
    
    
    43,365,226
    
    
    
    52,801,572Partners Capital, end of period
    
    $
    39,363,665
    
    
    $
    41,658,030
    
    
    $
    39,363,665
    
    
    $
    41,658,030Net asset
value per unit (38,995.3791 and 41,129.9612 units outstanding at June 30, 2010 and 2009, respectively)
    
    $
    1,009.44
    
    
    $
    1,012.84
    
    
    $
    1,009.44
    
    
    $
    1,012.84Net income (loss) per Redeemable Unit
 and General Partner unit equivalent
    
    $
    (15.24
    )
    
    $
    (33.39
    )
    
    $
    (62.17
    )
    
    $
    (63.37
    )Weighted average units outstanding
    
    
    39,784.0795
    
    
    
    42,295.8205
    
    
    
    39,855.2165
    
    
    
    44,153.6293
  4




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##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 1.   General:
         5




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##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
      6




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
  CMF Graham Capital Master Fund L.P.
Statements of Financial Condition
(Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009Assets:Equity in trading account:Cash
    
    $
    160,960,877
    
    
    $
    153,765,196Cash margin
    
    
    12,119,774
    
    
    
    15,503,558Net unrealized appreciation on open futures contracts
    
    
    1,121,437
    
    
    
    406,652Net
unrealized appreciation on open forward contracts
    
    
    
    
    
    
    1,562,793Total assets
    
    $
    174,202,088
    
    
    $
    171,238,199Liabilities and Partners Capital:Liabilities:Net
unrealized depreciation on open forward contracts
    
    $
    1,401,521
    
    
    $
    Accrued expenses:Professional fees
    
    
    34,745
    
    
    
    25,939Total liabilities
    
    
    1,436,266
    
    
    
    25,939Partners Capital:General
Partner, 0.0000 unit equivalents at June 30, 2010 and December 31, 2009
    
    
    
    
    
    
    Limited
Partners, 107,646.4306 and 104,371.4673 units outstanding at June 30, 2010 and December 31, 2009,
respectively
    
    
    172,765,822
    
    
    
    171,212,260Total liabilities and partners capital
    
    $
    174,202,088
    
    
    $
    171,238,199Net asset value per unit
    
    $
    1,604.94
    
    
    $
    1,640.41
 7




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 CMF Graham Capital Master Fund L.P.
Condensed Schedule of Investments
June 30, 2010
 (Unaudited)
 Notional ($)/ Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures Contracts PurchasedCurrencies
    
    
    84
    
    
    $
    43,876
    
    
    
    0.03
    %Energy
    
    
    422
    
    
    
    (1,102,178
    )
    
    
    (0.64
    )Grains
    
    
    78
    
    
    
    12,174
    
    
    
    0.01Indices
    
    
    227
    
    
    
    (713,964
    )
    
    
    (0.41
    )Interest Rates U.S.
    
    
    1,338
    
    
    
    1,242,684
    
    
    
    0.72Interest Rates Non-U.S.
    
    
    1,371
    
    
    
    999,779
    
    
    
    0.58Metals
    
    
    138
    
    
    
    213,878
    
    
    
    0.12Softs
    
    
    192
    
    
    
    (78,107
    )
    
    
    (0.05
    )Total futures contracts purchased
    
    
    
    
    
    
    618,142
    
    
    
    0.36Futures
Contracts SoldCurrencies
    
    
    32
    
    
    
    19,873
    
    
    
    0.01Energy
    
    
    394
    
    
    
    873,201
    
    
    
    0.51Grains
    
    
    263
    
    
    
    (183,391
    )
    
    
    (0.11
    )Indices
    
    
    133
    
    
    
    126,200
    
    
    
    0.07Interest Rates U.S.
    
    
    106
    
    
    
    (107,619
    )
    
    
    (0.06
    )Interest Rates Non-U.S.
    
    
    193
    
    
    
    (155,793
    )
    
    
    (0.09
    )Livestock
    
    
    21
    
    
    
    (1,987
    )
    
    
    (0.00
    )*Softs
    
    
    126
    
    
    
    (67,189
    )
    
    
    (0.04
    )Total futures contracts sold
    
    
    
    
    
    
    503,295
    
    
    
    0.29Unrealized Appreciation on Open Forward ContractsCurrencies
    
    $
    347,120,651
    
    
    
    4,962,727
    
    
    
    2.87Metals
    
    
    82
    
    
    
    204,689
    
    
    
    0.12Total unrealized appreciation on open forward contracts
    
    
    
    
    
    
    5,167,416
    
    
    
    2.99Unrealized Depreciation on Open Forward ContractsCurrencies
    
    $
    379,451,815
    
    
    
    (6,414,406
    )
    
    
    (3.71
    )Metals
    
    
    79
    
    
    
    (154,531
    )
    
    
    (0.09
    )Total unrealized depreciation on open forward contracts
    
    
    
    
    
    
    (6,568,937
    )
    
    
    (3.80
    )Total fair value
    
    
    
    
    
    $
    (280,084
    )
    
    
    (0.16
    )%
 *
    
    Due to rounding. 8




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 CMF Graham Capital Master Fund L.P.
Condensed Schedule of Investments
December 31, 2009
(Unaudited)
  Notional ($)/Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedCurrencies


2


$
360



0.00
%*Energy


449



242,192



0.14Grains


286



34,342



0.02Indices


1,065



633,603



0.37Interest Rates U.S.


233



(94,262
)


(0.06
)Interest Rates
    Non-U.S.


1,523



(996,822
)


(0.58
)Livestock


74



20,482



0.01Metals


78



(100,473
)


(0.06
)Softs


589



556,321



0.33Total futures contracts purchased






295,743



0.17Futures Contracts SoldCurrencies


69



11,480



0.01Energy


308



(40,301
)


(0.02
)Grains


275



57,491



0.03Indices


7



6,437



0.00
*Interest Rates U.S.


50



(406
)


(0.00
)*Interest Rates
    Non-U.S.


451



57,808



0.03Metals


10



18,400



0.01Total futures contracts sold






110,909



0.06Unrealized Appreciation on Open Forward ContractsCurrencies

$
550,199,867



7,739,782



4.52Metals


429



2,324,147



1.36Total unrealized appreciation on open forward contracts






10,063,929



5.88Unrealized Depreciation on Open Forward ContractsCurrencies

$
551,949,465



(7,486,471
)


(4.37
)Metals


285



(1,014,665
)


(0.59
)Total unrealized depreciation on open forward contracts






(8,501,136
)


(4.96
)Total fair value





$
1,969,445



1.15
% *
    
    Due to rounding.
 9




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##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 CMF Graham Capital Master Fund L.P.
Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts
    
    $
    6,507,871
    
    
    $
    (2,081,559
    )
    
    $
    (735,953
    )
    
    $
    (1,062,237
    )Change in net unrealized gains (losses) on open
contracts
    
    
    (5,550,167
    )
    
    
    (127,219
    )
    
    
    (2,249,529
    )
    
    
    (2,525,000
    )Gain (loss) from trading, net
    
    
    957,704
    
    
    
    (2,208,778
    )
    
    
    (2,985,482
    )
    
    
    (3,587,237
    )Interest income
    
    
    43,047
    
    
    
    35,038
    
    
    
    63,465
    
    
    
    79,802Total income (loss)
    
    
    1,000,751
    
    
    
    (2,173,740
    )
    
    
    (2,922,017
    )
    
    
    (3,507,435
    )Expenses:Clearing fees
    
    
    122,520
    
    
    
    162,080
    
    
    
    225,542
    
    
    
    286,275Professional fees
    
    
    56,562
    
    
    
    8,721
    
    
    
    73,274
    
    
    
    16,776Total expenses
    
    
    179,082
    
    
    
    170,801
    
    
    
    298,816
    
    
    
    303,051Net income (loss)
    
    
    821,669
    
    
    
    (2,344,541
    )
    
    
    (3,220,833
    )
    
    
    (3,810,486
    )Additions  Limited Partners
    
    
    8,957,500
    
    
    
    641,000
    
    
    
    36,603,197
    
    
    
    2,246,319Redemptions  Limited Partners
    
    
    (10,501,223
    )
    
    
    (21,833,912
    )
    
    
    (31,765,337
    )
    
    
    (56,856,988
    )Distribution of interest income to feeder funds
    
    
    (43,047
    )
    
    
    (35,038
    )
    
    
    (63,465
    )
    
    
    (79,802
    )Net increase (decrease) in Partners Capital
    
    
    (765,101
    )
    
    
    (23,572,491
    )
    
    
    1,553,562
    
    
    
    (58,500,957
    )Partners Capital, beginning of period
    
    
    173,530,923
    
    
    
    189,562,476
    
    
    
    171,212,260
    
    
    
    224,490,942Partners Capital, end of period
    
    $
    172,765,822
    
    
    $
    165,989,985
    
    
    $
    172,765,822
    
    
    $
    165,989,985Net asset value per unit
(107,646.4306 and 111,260.7682 units outstanding at June 30,
2010 and 2009, respectively)
    
    $
    1,604.94
    
    
    $
    1,491.90
    
    
    $
    1,604.94
    
    
    $
    1,491.90Net income (loss) per unit
    
    $
    7.64
    
    
    $
    (21.43
    )
    
    $
    (34.89
    )
    
    $
    (36.84
    )Weighted average units outstanding
    
    
    110,176.4975
    
    
    
    119,962.3942
    
    
    
    111,139.1762
    
    
    
    130,597.2474
 10




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##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 2.   Financial Highlights:
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net realized and unrealized gains (losses) *
    
    $
    (6.45
    )
    
    $
    (26.40
    )
    
    $
    (46.07
    )
    
    $
    (49.21
    )Interest income
    
    
    0.25
    
    
    
    0.21
    
    
    
    0.37
    
    
    
    0.45Expenses **
    
    
    (9.04
    )
    
    
    (7.20
    )
    
    
    (16.47
    )
    
    
    (14.61
    )Increase (decrease) for the period
    
    
    (15.24
    )
    
    
    (33.39
    )
    
    
    (62.17
    )
    
    
    (63.37
    )Net asset value per Redeemable Unit, beginning of period
    
    
    1,024.68
    
    
    
    1,046.23
    
    
    
    1,071.61
    
    
    
    1,076.21Net asset value per Redeemable Unit, end of period
    
    $
    1,009.44
    
    
    $
    1,012.84
    
    
    $
    1,009.44
    
    
    $
    1,012.84
 *
    
    Includes Partnership brokerage fees and clearing fees allocated from Master.**
    
    Excludes Partnership brokerage fees and clearing fees allocated from Master.
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2010
    
    2009
    
    2010
    
    2009Ratios to average net assets:***Net investment income (loss) before allocation to Special Limited Partner****
    
    
    (8.4
    )%
    
    
    (7.7
    )%
    
    
    (8.1
    )%
    
    
    (7.7
    )%Operating expenses
    
    
    8.5
    %
    
    
    7.8
    %
    
    
    8.2
    %
    
    
    7.8
    %Allocation to Special Limited Partner
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total expenses
    
    
    8.5
    %
    
    
    7.8
    %
    
    
    8.2
    %
    
    
    7.8
    %Total return:Total return before allocation to Special Limited Partner
    
    
    (1.5
    )%
    
    
    (3.2
    )%
    
    
    (5.8
    )%
    
    
    (5.9
    )%Allocation to Special Limited Partner
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total return after allocation to Special Limited Partner
    
    
    (1.5
    )%
    
    
    (3.2
    )%
    
    
    (5.8
    )%
    
    
    (5.9
    )%
 ***
    
    Annualized (except for allocation to Special Limited Partner, if applicable).****
    
    Interest income allocated from Master less total expenses.
  11




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##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net realized and unrealized gains (losses) *
    
    $
    7.78
    
    
    $
    (21.66
    )
    
    $
    (34.79
    )
    
    $
    (37.35
    )Interest income
    
    
    0.39
    
    
    
    0.31
    
    
    
    0.58
    
    
    
    0.65Expenses **
    
    
    (0.53
    )
    
    
    (0.08
    )
    
    
    (0.68
    )
    
    
    (0.14
    )Increase (decrease) for the period
    
    
    7.64
    
    
    
    (21.43
    )
    
    
    (34.89
    )
    
    
    (36.84
    )Distribution of interest income to feeder funds
    
    
    (0.39
    )
    
    
    (0.31
    )
    
    
    (0.58
    )
    
    
    (0.65
    )Net asset value per unit, beginning of period
    
    
    1,597.69
    
    
    
    1,513.64
    
    
    
    1,640.41
    
    
    
    1,529.39Net asset value per unit, end of period
    
    $
    1,604.94
    
    
    $
    1,491.90
    
    
    $
    1,604.94
    
    
    $
    1,491.90
 *
    
    Includes clearing fees.**
    
    Excludes clearing fees.
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2010
    
    2009
    
    2010
    
    2009Ratios to average net assets:***Net investment income (loss) ****
    
    
    (0.3
    )%
    
    
    (0.3
    )%
    
    
    (0.3
    )%
    
    
    (0.2
    )%Operating expenses
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.4
    %
    
    
    0.3
    %Total return
    
    
    0.5
    %
    
    
    (1.4
    )%
    
    
    (2.1
    )%
    
    
    2.4
    %
 ***
    
    Annualized.****
    
    Interest income less total expenses.
  3.   Trading Activities:
    12




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
  June 30, 2010AssetsFutures ContractsCurrencies
    
    $
    79,539Energy
    
    
    874,054Grains
    
    
    37,689Indices
    
    
    134,749Interest Rates U.S.
    
    
    1,253,371Interest Rates Non-U.S.
    
    
    1,040,744Metals
    
    
    261,124Softs
    
    
    61,147Total unrealized appreciation on open futures
contracts
    
    $
    3,742,417LiabilitiesFutures ContractsCurrencies
    
    $
    (15,790
    )Energy
    
    
    (1,103,031
    )Grains
    
    
    (208,906
    )Indices
    
    
    (722,513
    )Interest Rates U.S.
    
    
    (118,306
    )Interest Rates Non-U.S.
    
    
    (196,758
    )Livestock
    
    
    (1,987
    )Metals
    
    
    (47,246
    )Softs
    
    
    (206,443
    )Total unrealized depreciation on open futures
contracts
    
    $
    (2,620,980
    )Net unrealized appreciation on open futures contracts
    
    $
    1,121,437
    *AssetsForward ContractsCurrencies
    
    $
    4,962,727Metals
    
    
    204,689Total unrealized appreciation on open forward
contracts
    
    $
    5,167,416LiabilitiesForward ContractsCurrencies
    
    $
    (6,414,406
    )Metals
    
    
    (154,531
    )Total unrealized depreciation on open forward
contracts
    
    $
    (6,568,937
    )Net unrealized depreciation on open forward contracts
    
    $
    (1,401,521)
    **
 
 *
    
    This amount is in Net unrealized appreciation on open
futures contracts on the Masters Statements of Financial Condition.**
    
    This amount is in Net unrealized depreciation on open
forward contracts on the Masters Statements of Financial Condition.
 13




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 December 31, 2009AssetsFutures ContractsCurrencies

$
29,498Energy


357,695Grains


223,296Indices


871,966Interest Rates U.S.


10,273Interest Rates
    Non-U.S.


169,828Livestock


20,482Metals


93,687Softs


810,673Total unrealized appreciation on open futures contracts

$
2,587,398LiabilitiesFutures ContractsCurrencies

$
(17,658
)Energy


(155,804
)Grains


(131,463
)Indices


(231,926
)Interest Rates U.S.


(104,941
)Interest Rates
    Non-U.S.


(1,108,842
)Metals


(175,760
)Softs


(254,352
)Total unrealized depreciation on open futures contracts

$
(2,180,746
)Net unrealized appreciation on open futures contracts

$
406,652
*AssetsForward ContractsCurrencies

$
7,739,782Metals


2,324,147Total unrealized appreciation on open forward contracts

$
10,063,929LiabilitiesForward ContractsCurrencies

$
(7,486,471
)Metals


(1,014,665
)Total unrealized depreciation on open forward contracts

$
(8,501,136
)Net unrealized appreciation on open forward contracts

$
1,562,793
** 
 *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Masters Statements of
    Financial Condition.**
    
    This amount is in Net unrealized appreciation on open
    forward contracts on the Masters Statements of
    Financial Condition.  Three Months
Ended
    
    
    Three Months
Ended
    
    
    Six Months
Ended
    
    
    Six Months
EndedJune 30, 2010
    
    
    June 30, 2009
    
    
    June 30, 2010
    
    
    June 30, 2009Sector
    
    Gain (loss)
from trading
    
    
    Gain (loss)
from trading
    
    
    Gain (loss)
from trading
    
    
    Gain (loss)
from tradingCurrencies
    
    $
    (962,550
    )
    
    $
    1,387,340
    
    
    $
    (828,492
    )
    
    $
    (54,305
    )Energy
    
    
    (3,137,463
    )
    
    
    (1,207,603
    )
    
    
    (3,147,141
    )
    
    
    (491,713
    )Grains
    
    
    (861,766
    )
    
    
    (148,803
    )
    
    
    (620,083
    )
    
    
    (661,661
    )Indices
    
    
    (2,650,631
    )
    
    
    (959,375
    )
    
    
    (5,824,387
    )
    
    
    (30,049
    )Interest Rates U.S.
    
    
    3,481,716
    
    
    
    484,764
    
    
    
    2,610,546
    
    
    
    (117,644
    )Interest Rates Non-U.S.
    
    
    6,018,887
    
    
    
    (755,916
    )
    
    
    8,244,189
    
    
    
    122,063Livestock
    
    
    (35,595
    )
    
    
    22,062
    
    
    
    202,370
    
    
    
    147,618Metals
    
    
    (712,724
    )
    
    
    (468,005
    )
    
    
    (1,578,689
    )
    
    
    (1,495,111
    )Softs
    
    
    (182,170
    )
    
    
    (563,242
    )
    
    
    (2,043,795
    )
    
    
    (1,006,435
    )Total
    
    $
    957,704
    ***
    
    $
    (2,208,778
    )***
    
    $
    (2,985,482
    )***
    
    $
    (3,587,237
    )***
 
 ***
    
    This amount is in Gain (loss) from trading, net on the Masters Statements of Income and
Expenses and Changes in Partners Capital. 14




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 4.   Fair Value Measurement:
 Partnerships Investments.
 Partnerships Fair Value Measurements.
   Quoted Prices in
    
    
    
    
    
    
    SignificantActive Markets
    
    
    Significant Other
    
    
    Unobservablefor Identical
    
    
    Observable Inputs
    
    
    Inputs6/30/2010
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsInvestment in MasterTotal fair value
    
    $
    39,766,217
    
    
    $
    
    
    
    $
    39,766,217
    
    
    $
    $
    39,766,217
    
    
    $
    
    
    
    $
    39,766,217
    
    
    $
    Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable12/31/2009
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)AssetsInvestment in Master
    
    $
    44,070,980
    
    
    $
    
    
    
    $
    44,070,980
    
    
    $
    Total fair value
    
    $
    44,070,980
    
    
    $
    
    
    
    $
    44,070,980
    
    
    $
    
 15




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 Masters Investments.
 Masters Fair Value Measurements.
  Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable6/30/2010
    
    

Assets (Level 1)
    
    

(Level 2)
    
    

Inputs (Level 3)AssetsFutures
    
    $
    1,121,437
    
    
    $
    1,121,437
    
    
    $
    
    
    
    $
    Forwards
    
    
    50,158
    
    
    
    50,158
    
    
    
    
    
    
    
    Total assets
    
    
    1,171,595
    
    
    
    1,171,595
    
    
    
    
    
    
    
    LiabilitiesForwards
    
    $
    1,451,679
    
    
    $
    
    
    
    $
    1,451,679
    
    
    $
    Total
liabilities
    
    
    1,451,679
    
    
    
    
    
    
    
    1,451,679
    
    
    
    Total fair value
    
    $
    (280,084
    )
    
    $
    1,171,595
    
    
    $
    (1,451,679
    )
    
    $
    Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable12/31/2009
    
    

Assets (Level 1)
    
    

(Level
2)
    
    

Inputs (Level 3)AssetsFutures
    
    $
    406,652
    
    
    $
    406,652
    
    
    $
    
    
    
    $
    Forwards
    
    
    1,562,793
    
    
    
    1,309,482
    
    
    
    253,311
    
    
    
    Total assets
    
    
    1,969,445
    
    
    
    1,716,134
    
    
    
    253,311
    
    
    
    Total fair value
    
    $
    1,969,445
    
    
    $
    1,716,134
    
    
    $
    253,311
    
    
    $
    
 16




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 5.   Financial Instrument Risks:
      17




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 6.    Critical Accounting Policies
 Use of Estimates
 Statement of Cash Flows
 Partnerships Investments
 Partnerships and the Masters Fair Value Measurements
   Futures Contracts
 Forward Foreign Currency Contracts
  18




---



##### 



Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2010
(Unaudited)
 London Metals Exchange Forward Contracts
 Income Taxes
   Subsequent Events
 Recent Accounting Pronouncements
  Net Income (Loss) per Redeemable Unit
 19




---



##### 



Item 2.
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Liquidity and Capital Resources
      Critical Accounting Policies
 Partnerships Investments
 Partnerships and the Masters Fair Value Measurements
   Futures Contracts
 20




---



##### 



Forward Foreign Currency Contracts
  London Metals Exchange Forward Contracts
 Results of Operations
       21




---



##### 



22




---



##### 



Item 3.
    Quantitative and Qualitative Disclosures about Market Risk
       23




---



##### 



June 30, 2010
(Unaudited)
 Three Months Ended June 30, 2010% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    

Value at Risk
    
    

Capitalization
    
    

Value at Risk
    
    

Value
at Risk
    
    

Value at Risk*Currencies
    
    $
    4,186,657
    
    
    
    2.43
    %
    
    $
    11,364,239
    
    
    $
    3,592,799
    
    
    $
    6,381,232Energy
    
    
    629,905
    
    
    
    0.37
    %
    
    
    1,660,132
    
    
    
    241,249
    
    
    
    813,781Grains
    
    
    276,712
    
    
    
    0.16
    %
    
    
    897,305
    
    
    
    225,545
    
    
    
    322,607Interest Rates U.S.
    
    
    1,209,670
    
    
    
    0.70
    %
    
    
    1,209,670
    
    
    
    122,353
    
    
    
    1,081,967Interest Rates Non-U.S.
    
    
    1,614,885
    
    
    
    0.93
    %
    
    
    3,842,629
    
    
    
    1,339,777
    
    
    
    2,025,529Livestock
    
    
    16,800
    
    
    
    0.01
    %
    
    
    98,400
    
    
    
    800
    
    
    
    28,800Metals
    
    
    1,251,009
    
    
    
    0.72
    %
    
    
    1,771,142
    
    
    
    546,154
    
    
    
    1,034,416Softs
    
    
    523,240
    
    
    
    0.30
    %
    
    
    595,242
    
    
    
    234,092
    
    
    
    378,950Indices
    
    
    5,368,005
    
    
    
    3.11
    %
    
    
    13,726,706
    
    
    
    1,342,606
    
    
    
    6,657,556Total
    
    $
    15,076,883
    
    
    
    8.73
    %
 
 *
    
    Average month end Values at Risk. 24




---



##### 



Item 4.
    Controls and Procedures
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the Partnership;
 
    
    provide reasonable assurance that (i) transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and (ii) the Partnerships
receipts are handled and expenditures are made only pursuant to authorizations of the General
Partner; and
 
    
    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.
  25




---



##### 



PART II. OTHER INFORMATION
 Item 1.
    Legal Proceedings
  26




---



##### 



Item 1A.
    Risk Factors
 Regulatory changes could restrict the Partnerships operations
 Regulatory changes could restrict the Partnerships operations.
  Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    (d) Maximum Number(or Approximate(c) Total Number
    
    
    Dollar Value) of(b) Average
    
    
    of Redeemable Units
    
    
    Redeemable Units that(a) Total Number
    
    
    Price Paid
    
    
    Purchased as Part
    
    
    May Yet Beof Redeemable
    
    
    per Redeemable
    
    
    of Publicly Announced
    
    
    Purchased Under thePeriod
    
    
    Units Purchased*
    
    
    Unit*
    
    
    Plans or Programs
    
    
    Plans or ProgramsApril 1, 2010 April 30, 2010
    
    
    
    231.9659
    
    
    
    $
    1,038.52
    
    
    
    N/A
    
    
    N/AMay 1, 2010 May 31, 2010
    
    
    
    2,018.6651
    
    
    
    $
    1,028.98
    
    
    
    N/A
    
    
    N/AJune 1, 2010 June 30, 2010
    
    
    
    230.5568
    
    
    
    $
    1,009.44
    
    
    
    N/A
    
    
    N/A2,481.1878
    
    
    
    $
    1,028.06
    
    
    
    N/A
    
    
    N/A
   Item 3.
    Defaults Upon Senior Securities  None.
 Item 4.
    [Removed and Reserved]
 Item 5.
    Other Information  None.
 27




---



##### 



Item 6.
    Exhibits
 3.1
    
    Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form
10 filed on April 29, 2005 and incorporated herein by reference).3.2
    
    Certificate of Limited Partnership of the Partnership as filed in the office of the
Secretary of State of the State of New York (filed as Exhibit 3.1 to the Registration
Statement on Form 10 filed on April 29, 2005 and incorporated herein by reference).
 (a)
    
    Certificate of Amendment to the Certificate of Limited Partnership as filed in the
office of the Secretary of State of New York, dated
September 21, 2005 (filed as Exhibit 3.2A to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(b)
    
    Certificate of Amendment to the Certificate of Limited Partnership as filed in the
office of the Secretary of State of New York, dated September 19, 2008 (filed as Exhibit 3.2B to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(c)
    
    Certificate of Amendment to the Certificate of Limited Partnership as filed in the
office of the Secretary of State of New York, dated September 28, 2009 (filed as Exhibit
99.1 to the Form 8-K filed on September 30, 2009 and incorporated herein by reference).(d)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of New York,
 dated June 29, 2010 (filed as Exhibit 3.2(d) to the Form 8-K filed on July 2, 2010 and incorporated herein by reference).
 10.1
    
    Customer Agreement between the Partnership and CGM (filed as Exhibit 10.2 to the
Registration Statement on Form 10 filed on April 29, 2005 and incorporated herein by
reference).10.2
    
    Form of Subscription Agreement (filed as Exhibit 10.4 to the Partnerships Form 10 filed on April 29, 2005 and incorporated herein by reference).10.3
    
    Escrow Instructions relating to escrow of subscription funds (filed as Exhibit 10.3 to
the Registration Statement on Form 10 filed on April 29, 2005 and incorporated herein by
reference).10.4
    
    Agency Agreement among the Partnership, the General Partner and CGM  (filed as Exhibit 10.3 to the Registration Statement on Form 10 filed on April 29, 2005
and incorporated herein by reference).
 (a)
    
    Joinder Agreement among the Partnership, the General Partner, CGM and Morgan Stanley Smith Barney LLC, dated June 1, 2009 (filed as Exhibit 10
to the Form 10-Q filed on August 14, 2009 and incorporated herein by reference).
 10.5
    
    Management Agreement among the Partnership, the General Partner and Graham
(filed as Exhibit 10.1 to the Registration Statement on Form 10 filed on April
29, 2005 and incorporated herein by reference).
 (a)
    
    Letter extending the Management Agreement between the General Partner and Graham
 for 2008 (filed as Exhibit 10.9 to the Form 10-K filed March 31,
2009 and incorporated herein by reference).
     
 28




---



##### 



SIGNATURES
   FAIRFIELD FUTURES FUND L.P. II
  By:

Ceres Managed Futures LLC(General Partner)By:

/s/ Walter DavisWalter Davis
    President and Director     By:

/s/ Jennifer MagroJennifer Magro
    Chief Financial Officer, Secretary and Director 
(Principal Accounting Officer)    29