UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (X) ANNUAL REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  POTOMAC FUTURES FUND L.P.
 
  New York
    
    13-3937275(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Ceres Managed Futures LLC
55 East 59th Street  10th Floor
New York, New York 10022
  (212) 559-2011
   Redeemable Units of Limited Partnership Interest
   Yes  No X
  Yes  No X
  Yes X No
  Yes        No
   Large accelerated filer
    
    Accelerated filer
    
    Non-accelerated filer X(Do not check if a smaller reporting
company)
    
    Smaller reporting company
  Yes  No X




---



##### 



PART I
 Item 1. Business.
 General Development of Business
 Financial Statements and Supplementary Data
  Managements Discussion and Analysis of Financial
Condition and Results of Operations.
   
    2




---



##### 



give-up 30-day 3-month and/or 90-day and/or
 Financial Information about Industry Segments Selected Financial
Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 3




---



##### 



Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller Reporting Companies
 Item 1A. Risk Factors.
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of their investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;
 2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and
 3.
    
    An investors financial advisor will receive ongoing compensation for
providing services to the investors account.
 Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  4




---



##### 



Regulatory changes could restrict the Partnerships operations
  Speculative position and trading limits may reduce profitability.
  5




---



##### 



Item 2. Properties.
  Item 3. Legal Proceedings.
    Mutual Funds
    FINRA Settlement
  Auction Rate Securities
   Subprime-Mortgage Related Actions
  Credit Crisis Related Matters
    Item 4.
    
    [Removed and Reserved].
  6




---



##### 



PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
 Market Information
 Holders
 Dividends
 Securities Authorized for Issuance Under Equity Compensation Plans
 Performance Graph
 Recent Sales of Unregistered Securities
   Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
  (d)
          Maximum Number(or Approximate(c) Total Number
        
        
        Dollar Value) of(a) Total
        
        
        
        
        
        
        of Redeemable Units
        
        
        Redeemable Units thatNumber
        
        
        (b) Average
        
        
        Purchased as Part
        
        
        May Yet Beof Redeemable
        
        
        Price Paid per
        
        
        of Publicly Announced
        
        
        Purchased Under thePeriod
        
        Units
          Purchased*
        
        
        Redeemable
          Unit**
        
        
        Plans
          or Programs
        
        
        Plans
          or ProgramsOctober 1, 2009
            -
            October 31, 2009
        
        
        374.0093
        
        
        $
        1,363.73
        
        
        N/A
        
        
        N/ANovember 1, 2009
            -
            November 30, 2009
        
        
        1,136.1311
        
        
        $
        1,403.26
        
        
        N/A
        
        
        N/ADecember 1, 2009
            -
            December 31, 2009
        
        
        1,286.1031
        
        
        $
        1,345.75
        
        
        N/A
        
        
        N/A2,796.2435
        
        
        $
        1,371.52
   Item 6.
    
    Selected Financial Data.
  2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Net realized
and unrealized
trading gains
(losses) net of
expenses allocated
from Master,
brokerage
commissions
(including clearing
fees) of
$4,311,177, $7,953,751,
$12,951,393,
$16,170,821, and
$12,923,399,
respectively
    
    $
    (6,240,192
    )
    
    $
    (2,778,905
    )
    
    $
    (32,587,947
    )
    
    $
    (1,229,153
    )
    
    $
    13,688,044Interest income
allocated from
Master
    
    
    47,795
    
    
    
    1,374,393
    
    
    
    7,010,936
    
    
    
    9,193,085
    
    
    
    4,586,060$
    (6,192,397
    )
    
    
    (1,404,512
    )
    
    
    (25,577,011
    )
    
    $
    7,963,932
    
    
    $
    18,274,104Net income (loss)
    
    $
    (7,720,770
    )
    
    $
    (4,121,780
    )
    
    
    (29,785,445
    )
    
    $
    1,583,402
    
    
    $
    14,217,843Increase (decrease)
in Net Asset Value
per Unit
    
    $
    (159.83
    )
    
    $
    (67.87
    )
    
    $
    (271.12
    )
    
    $
    27.17
    
    
    $
    117.61Net Asset Value per Unit
    
    $
    1,345.75
    
    
    $
    1,505.58
    
    
    $
    1,573.45
    
    
    $
    1,844.57
    
    
    $
    1,817.40Total assets
    
    $
    52,332,674
    
    
    $
    91,250,282
    
    
    $
    156,308,590
    
    
    $
    242,864,945
    
    
    $
    231,480,113
 7




---



##### 



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview
    
    
    due diligence examinations of the Advisor;
    
    selection, appointment and termination of the Advisor;
    
    negotiation of the Management Agreement; and
    
    monitoring the activity of the Advisor.
     8




---



##### 



(a)
    
    Liquidity.
   (i)
    
    The Master invests its assets only in commodity interests that the Advisor believes are
traded in sufficient volume to permit ease of taking and liquidating positions. Sufficient
volume, in this context, refers to a level of liquidity that the Advisor believes will
permit it to enter and exit trades without noticeably moving the market.(ii)
    
    The Advisor will not initiate additional positions in any commodity if these positions
would result in aggregate positions requiring a margin of more than 66 2/3% of the Masters
net assets allocated to the Advisor.(iii)
    
    The Master may occasionally accept delivery of a commodity. Unless such delivery is
disposed of promptly by retendering the warehouse receipt representing the delivery to the
appropriate clearinghouse, the physical commodity position is fully hedged.(iv)
    
    The Master does not employ the trading technique commonly known as pyramiding, in which
the speculator uses unrealized profits on existing positions as margin for the purchases or
sale of additional positions in the same or related commodities.(v)
    
    The Master does not utilize borrowings other than short-term borrowings if the Master takes
delivery of any cash commodities.(vi)
    
    The Advisor may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Master. The term spread or straddle describes a commodity
futures trading strategy involving the simultaneous buying and selling of futures contracts
on the same commodity but involving different delivery dates or markets and in which the
trader expects to earn a profit from a widening or narrowing of the difference between the
prices of the two contracts.(vii)
    
    The Master will not permit the churning of its commodity trading account. The term
churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
 9




---



##### 



i.e.
    10




---



##### 



ASC 460,
 Financial Statements and Supplementary Data
  Capital Resources
     Results of Operations
      11




---



##### 



12




---



##### 



Off-Balance Sheet Arrangements
 Contractual Obligations
 Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 13




---



##### 



Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Partnerships
Investments.
 Partnerships Fair Value Measurements.
   Futures Contracts.
 Forward Foreign Currency Contracts.
  14




---



##### 



London Metals Exchange Forward Contracts.
 Options.
 Income Taxes.
   Subsequent Events.
 Recent Accounting Pronouncements.
   Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Introduction
  15




---



##### 



Quantifying the Partnerships/Masters Trading Value at Risk
      16




---



##### 



The Masters Trading Value at Risk in Different Market Sectors
  December 31, 2009
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    

Value at Risk*Currencies
    
    $
    494,171
    
    
    
    0.79
    %
    
    $
    4,303,193
    
    
    $
    268,184
    
    
    $
    2,352,637Energy
    
    
    140,600
    
    
    
    0.23
    %
    
    
    930,274
    
    
    
    16,100
    
    
    
    358,289Grains
    
    
    11,250
    
    
    
    0.02
    %
    
    
    162,540
    
    
    
    6,400
    
    
    
    27,905Interest Rates U.S.
    
    
    418,260
    
    
    
    0.67
    %
    
    
    1,097,280
    
    
    
    38,743
    
    
    
    460,754Interest Rates Non-U.S.
    
    
    626,824
    
    
    
    1.00
    %
    
    
    2,442,697
    
    
    
    610,321
    
    
    
    1,365,590Metals
    
    
    408,384
    
    
    
    0.65
    %
    
    
    1,109,145
    
    
    
    29,024
    
    
    
    391,577Softs
    
    
    40,700
    
    
    
    0.07
    %
    
    
    145,740
    
    
    
    2,100
    
    
    
    27,164Indices
    
    
    1,783,059
    
    
    
    2.85
    %
    
    
    4,565,846
    
    
    
    678,383
    
    
    
    1,979,007Total
    
    $
    3,923,248
    
    
    
    6.28
    %
 
 *
    
    Annual average based on of month-end Value at Risk  December 31, 2008
 Low% of Total
    
    
    High
    
    
    Value at
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Value at Risk*Currencies
    
    $
    3,826,450
    
    
    
    3.00
    %
    
    $
    6,459,319
    
    
    $
    1,236,850
    
    
    $
    3,885,456Energy
    
    
    141,270
    
    
    
    0.11
    %
    
    
    1,689,425
    
    
    
    5,000
    
    
    
    547,096Interest Rates U.S.
    
    
    295,938
    
    
    
    0.23
    %
    
    
    1,754,540
    
    
    
    126,604
    
    
    
    919,061Interest Rates Non-U.S.
    
    
    1,650,897
    
    
    
    1.30
    %
    
    
    4,744,697
    
    
    
    631,807
    
    
    
    2,018,452Metals
    
    
    238,724
    
    
    
    0.18
    %
    
    
    1,281,336
    
    
    
    47,826
    
    
    
    360,423Indices
    
    
    1,414,857
    
    
    
    1.11
    %
    
    
    8,820,806
    
    
    
    845,740
    
    
    
    4,393,925Total
    
    $
    7,568,136
    
    
    
    5.93
    %
 
 *
    
    Annual average based on month-end Value at Risk Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   17




---



##### 



Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 Stock Indices
 Metals
 Energy
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
  18




---



##### 



19




---



##### 



Item 8. Financial Statements and Supplementary Data .
 Potomac Futures Fund L.P.
 INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4  F-6Statements of Financial Condition at December 31, 2009 and 2008
    
    F-7Statements of Income and Expenses for the years ended December 31, 2009, 2008 and 2007
    
    F-8Statements of Changes in Partners Capital for the years ended December 31, 2009, 2008 and 2007
    
    F-9Notes to Financial Statements
    
    F-10  F-20Selected Unaudited Quarterly Financial Data
    
    F-21Financial Statements of the Master:Oath or Affirmation
    
    F-22Reports of Independent Registered Public Accounting Firms
    
    F-23  F-25Statements of Financial Condition at December 31, 2009 and 2008
    
    F-26Condensed Schedules of Investments at December 31, 2009 and 2008
    
    F-27  F-28Statements of Income and Expenses for the years ended December 31, 2009, 2008 and 2007
    
    F-29Statements of Changes in Partners Capital for the years ended December 31, 2009, 2008 and 2007
    
    F-30Notes to Financial Statements
    
    F-31  F-40Selected Unaudited Quarterly Financial Data
    
    F-41
 F-1




---



##### 



To the Limited
    Partners of
    Potomac Futures Fund L.P.
    
  By:
    Jennifer Magro      Ceres Managed Futures LLC    212-559-2011
 F-2




---



##### 



Managements
    Report on Internal Control over
    Financial Reporting
            Internal Control-Integrated Framework
    
       F-3




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated Framework
     Internal Control  Integrated Framework .
 /s/ Deloitte & Touche LLP 
 F-4




---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal
Control  Integrated Framework
   /s/ PricewaterhouseCoopers LLP 
 F-5




---



##### 



Report of Independent Registered Public Accounting Firm
 
    /s/ KPMG LLP 
 F-6




---



##### 



Potomac Futures
    Fund L.P.


    Statements of Financial Condition
    December 31, 2009 and 2008
  2009


2008Assets:Investment in Master, at fair value (Note 1)

$
52,227,304


$
91,152,448Cash (Note 3c)


105,370



97,834Total assets

$
52,332,674


$
91,250,282Liabilities and Partners CapitalLiabilities:Accrued expenses:Brokerage commissions (Note 3c)

$
283,469


$
494,272Management fees (Note 3b)


86,598



151,058Professional fees


76,642



106,181Other


13,865



15,273Redemptions Payable (Note 5)


1,730,773



4,828,995Total liabilities


2,191,347



5,595,779Partners Capital: (Notes 1 and 5)General Partner, 624.1683 and 729.3902 Unit equivalents
    outstanding at December 31, 2009 and 2008, respectively


839,974



1,098,155Limited Partners, 36,634.7661 and 56,162.1745 Redeemable
    Units of Limited Partnership Interest outstanding at
    December 31, 2009 and 2008, respectively


49,301,353



84,556,348Total partners capital


50,141,327



85,654,503Total liabilities and partners capital

$
52,332,674


$
91,250,282   See accompanying notes to financial statements.
 F-7




---



##### 



Potomac Futures
    Fund L.P.


    Statements of Income and Expenses
    for the years ended December 31, 2009, 2008 and
    2007
  2009


2008


2007Income:Net realized gains (losses) on closed contracts allocated from
    Master

$
(1,073,444
)

$
3,844,951


$
(4,973,571
)Change in net unrealized gains (losses) on open contracts
    allocated from Master


(765,744
)


1,446,232



(14,321,751
)Interest income allocated from Master


47,795



1,374,393



7,010,936Expenses allocated from Master


(89,827
)


(116,337
)


(341,232
)Total income (loss)


(1,881,220
)


6,549,239



(12,625,618
)Expenses:Brokerage commissions (Note 3c)


4,311,177



7,953,751



12,951,393Management fees (Note 3b)


1,317,476



2,432,448



3,962,571Professional fees


169,675



248,694



178,640Other


41,222



36,126



67,223Total expenses


5,839,550



10,671,019



17,159,827Net income (loss)

$
(7,720,770
)

$
(4,121,780
)

$
(29,785,445
)Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 6)

$
(159.83
)

$
(67.87
)

$
(271.12
)Weighted average units outstanding


46,729.0005



78,163.8093



114,111.5390   See accompanying notes to financial statements.
 F-8




---



##### 



Potomac Futures
    Fund L.P.


    Statements of Changes in Partners Capital
    for the years ended December 31, 2009, 2008 and
    2007
  Limited


GeneralPartners


Partner


TotalPartners Capital at December 31, 2006

$
228,512,836


$
1,345,411


$
229,858,247Net income (loss)


(29,587,693
)


(197,752
)


(29,785,445
)Sale of 4,177.2475 Redeemable Units of Limited Partnership
    Interest


7,268,000







7,268,000Redemption of 34,177.4226 Redemable Units of Limited Partnership
    Interest


(58,471,151
)






(58,471,151
)Partners Capital at December 31, 2007


147,721,992



1,147,659



148,869,651Net income (loss)


(4,072,276
)


(49,504
)


(4,121,780
)Sale of 5,077.2612 Redeemable Units of Limited Partnership
    Interest


7,921,000







7,921,000Redemption of 42,799.1406 Redeemable Units of Limited
    Partnership Interest


(67,014,368
)






(67,014,368
)Partners Capital at December 31, 2008


84,556,348



1,098,155



85,654,503Net income (loss)


(7,610,173
)


(110,597
)


(7,720,770
)Sale of 1,765.3992 Redeemable Units of Limited Partnership
    Interest


2,531,000







2,531,000Redemption of 21,292.8076 Redeemable Units of Limited
    Partnership Interest and 105.2219 Units of General Partner Unit
    Equivalents


(30,175,822
)


(147,584
)


(30,323,406
)Partners Capital at December 31, 2009

$
49,301,353


$
839,974


$
50,141,327Net Asset Value per Unit:  2007:

$
1,573.452008:

$
1,505.582009:

$
1,345.75
   See accompanying notes to financial statements.
 F-9




---



##### 



Potomac Futures
    Fund L.P.

 Notes to
    Financial Statements
    December 31, 2009
  1.
    Partnership Organization:  non-U.S. interest
             F-10




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      2.
    Accounting Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities, income
    and expenses, and related disclosures of contingent assets and
    liabilities in the financial statements and accompanying notes.
    In making these estimates and assumptions, management has
    considered the effects, if any, of events occurring after the
    date of the Partnerships Statements of Financial Condition
    through the date the financial statements were issued. As a
    result, actual results could differ from these estimates.b.
    Statement of Cash Flows.The Partnership is
    not required to provide a Statement of Cash Flows as permitted
    by ASC 230, Statement of Cash Flows (formerly,
    FAS No. 102, Statement of Cash Flows Exemption
    of Certain Enterprises and Classification of Cash Flows from
    Certain Securities Acquired for Resale).c.
    Partnerships Investments.The
    Partnership values its investment in the Master at its net asset
    value per unit as calculated by the Master. The Master values
    its investments as described in note 2 of the Masters
    notes to the annual financial statements as of December 31,
    2009.  Partnerships Fair Value
    Measurements.
  FAS No. 157-4,
 F-11




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      Quoted Prices inActive Markets


Significant Other


SignificantFor Identical


Observable Inputs


Unobservable12/31/2009


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
52,227,304


$



$
52,227,304


$
Total fair value

$
52,227,304


$



$
52,227,304


$
   Quoted Prices inActive Markets


Significant Other


SignificantFor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
91,152,448


$



$
91,152,448


$
Total fair value

$
91,152,448


$



$
91,152,448


$
   Masters Investments.  All commodity
    interests of the Master (including derivative financial
    instruments and derivative commodity instruments) are held for
    trading purposes. The commodity interests are recorded on trade
    date and open contracts are recorded at fair value (as described
    below) at the measurement date. Investments in commodity
    interests denominated in foreign currencies are translated into
    U.S. dollars at the exchange rates prevailing at the
    measurement date. Gains or losses are realized when contracts
    are liquidated. Unrealized gains or losses on open contracts are
    included as a component of equity in trading account on the
    Statements of Financial Condition. Realized gains or losses and
    any change in net unrealized gains or losses from the preceding
    period are reported in the Statements of Income and Expenses.  Masters Fair Value Measurements.
 F-12




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsForwards

$
176,877


$
176,877


$



$
Options owned


94,039







94,039



Total assets


270,916



176,877



94,039



LiabilitiesFutures

$
366,940


$
366,940


$



$
Forwards


608,468







608,468



Options written


35,406







35,406



Total liabilities


1,010,814



366,940



643,874



Total fair value

$
(739,898
)

$
(190,063
)

$
(549,835
)

$
   Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
159,230


$
159,230


$



$
Forwards


488,398







488,398



Options owned


20,304







20,304



Total assets

$
667,932


$
159,230


$
508,702


$
LiabilitiesForwards

$
90,855


$
90,855


$



$
Options written


82,624







82,624



Total liabilities


173,479



90,855



82,624



Total fair value

$
494,453


$
68,375


$
426,078


$
   Futures Contracts.
 F-13




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    Forward Foreign Currency Contracts. agreed-upon
    London Metals Exchange Forward
    Contracts.
  Options. over-the-counter,
  d.
    Income Taxes.Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.   F-14




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      e.
    Subsequent Events.  In 2009, the Partnership
    adopted ASC 855, Subsequent Events (formerly,
    FAS No. 165, Subsequent Events). The
    objective of ASC 855 is to establish general standards of
    accounting for and disclosure of events that occur after the
    balance sheet date but before financial statements are issued or
    available to be issued. Management has determined that there
    were no subsequent events requiring adjustment or disclosure in
    the financial statements.  f.
    Recent Accounting Pronouncements.  In January
    2010, the FASB issued Accounting Standards Update
    No. 2010-06
    (ASU
    2010-06),
    Improving Disclosures about Fair Value Measurements,
    which, among other things, amends ASC 820 to require entities to
    separately present purchases, sales, issuances, and settlements
    in their reconciliation of Level 3 fair value measurements
    (i.e. to present such items on a gross basis rather than on a
    net basis), and which clarifies existing disclosure requirements
    provided by ASC 820 regarding the level of disaggregation and
    the inputs and valuation techniques used to measure fair value
    for measurements that fall within either Level 2 or
    Level 3 of the fair value hierarchy. ASU
    2010-06 is
    effective for interim and annual periods beginning after
    December 15, 2009, except for the disclosures about
    purchases, sales, issuances, and settlements in the roll forward
    of activity in Level 3 fair value measurements (which are
    effective for fiscal years beginning after December 15,
    2010, and for interim periods within those fiscal years).
    Management is currently assessing the impact that the adoption
    of ASU
    2010-06 will
    have on the Partnerships financial statements disclosures.  No. 2010-09 2010-09),
  g.
    Certain prior period amounts have been reclassified to conform
    to the current year presentation.h.
    Net Income (Loss) per Redeemable Unit.  Net
    income (loss) per Redeemable Unit is calculated in accordance
    with investment company guidance. See footnote 6 for Financial
    Highlights.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreements:   F-15




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  month-end
      c.
    Customer Agreement:  give-up 30-day 3-month and/or 90-day and/or
  4.
    Trading
    Activities:     F-16




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      Assets

December 31, 2009Futures ContractsEnergy

$
28,837Grains


5,075Interest Rates
    Non-U.S.


76,641Interest Rates U.S.


437Indices


480,732Metals


410Softs


19,185Total unrealized appreciation on open futures contracts

$
611,317LiabilitiesFutures ContractsEnergy

$
(4,924
)Interest Rates
    Non-U.S.


(332,897
)Interest Rates U.S.


(493,888
)Indices


(39,454
)Metals


(83,675
)Softs


(23,419
)Total unrealized depreciation on open futures contracts

$
(978,257
)Net unrealized depreciation on open futures contracts

$
(366,940
)*AssetsForward ContractsCurrencies

$
2,033,847Metals


285,660Total unrealized appreciation on open forward contracts

$
2,319,507 F-17




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  Liabilities

December 31, 2009Forward ContractsCurrencies

$
(2,642,315
)Metals


(108,783
)Total unrealized depreciation on open forward contracts

$
(2,751,098
)Net unrealized depreciation on open forward contracts

$
(431,591
)**   *
    
    This amount is in Net unrealized depreciation 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.  Assets

December 31, 2009Options OwnedCurrencies

$
94,039Total options owned

$
94,039
***LiabilitiesOptions WrittenCurrencies

$
(35,406
)Total options written

$
(35,406
)****   ***
    
    This amount is in Options owned, at fair value on
    the Masters Statements of Financial Condition.****
    
    This amount is in Options written, at fair value on
    the Masters Statements of Financial Condition.    December 31, 2009Sector

Gain (loss) from tradingCurrencies

$
1,997,244Energy


(974,078
)Grains


(20,375
)Indices


(1,252,475
)Interest Rates U.S.


(266,706
)Interest Rates
    Non-U.S.


(2,892,506
)Metals


687,827Softs


(202,748
)Total

$
(2,923,817
)*****   *****
    
    This amount is in Gain (loss) from trading, net on
    the Masters Statements of Income and Expenses. F-18




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   5.
    Subscriptions
    Distributions and Redemptions:    6.
    Financial
    Highlights:    2009


2008


2007Net realized and unrealized gains (losses)*

$
(127.37
)

$
(48.72
)

$
(294.73
)Interest income


1.01



16.37



60.70Expenses**


(33.47
)


(35.52
)


(37.09
)Increase (decrease) for the year


(159.83
)


(67.87
)


(271.12
)Net Asset Value per Redeemable Unit, beginning of year


1,505.58



1,573.45



1,844.57Net Asset Value per Redeemable Unit, end of year

$
1,345.75


$
1,505.58


$
1,573.45    *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions. 2009


2008


2007Ratios to average net assets:Net investment income (loss) before incentive fees***


(9.0
)%


(7.9
)%


(5.4
)%Operating expenses


9.1
%


9.1
%


8.9
%Incentive fees



%



%



%Total expenses


9.1
%


9.1
%


8.9
%Total return:Total return before incentive fees


(10.6
)%


(4.3
)%


(14.7
)%Incentive fees



%



%



%Total return after incentive fees


(10.6
)%


(4.3
)%


(14.7
)%   ***
    
    Interest income less total expenses.   F-19




---



##### 



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   7.
    Financial
    Instrument Risks:  over-the-counter
           F-20




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    April 1, 2009 to
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    June 30, 2009
    
    March 31, 2009Net realized and unrealized trading
gains (losses), expenses and interest
income allocated from Master, net
of brokerage commissions
    
    $
    (1,176,731
    )
    
    $
    1,539,948
    
    
    $
    (5,524,737
    )
    
    $
    (1,030,877
    )Net income (loss)
    
    $
    (1,499,798
    )
    
    $
    1,197,375
    
    
    $
    (5,921,213
    )
    
    $
    (1,497,134
    )Increase (decrease) in Net Asset
Value per Unit
    
    $
    (39.13
    )
    
    $
    29.24
    
    
    $
    (120.40
    )
    
    $
    (29.54
    )
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    

June 30, 2008
    

March 31. 2008Net realized and unrealized trading
gains (losses), expenses and
interest income allocated from Master,
net of
brokerage commissions
    
    $
    (1,974,153
    )
    
    $
    (4,923,022
    )
    
    $
    (5,856,297
    )
    
    $
    (360,634
    )Net income (loss)
    
    $
    (2,575,475
    )
    
    $
    (5,531,899
    )
    
    $
    (5,132,028
    )
    
    $
    (1,146,434
    )Increase (decrease) in Net Asset
Value per Unit
    
    $
    (40.08
    )
    
    $
    (79.02
    )
    
    $
    63.49
    
    
    $
    (12.26
    )
 F-21




---



##### 



To the Limited
    Partners of
    CMF Campbell Master Fund L.P.
    
  By:
    Jennifer Magro      Ceres Managed Futures LLC
 212-559-2011
 F-22




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ Deloitte & Touche LLP 
 F-23




---



##### 



Report of Independent Auditors
 
  /s/ PricewaterhouseCoopers LLP 
 F-24




---



##### 



Report of Independent Registered Public Accounting Firm
 
    /s/ KPMG LLP 
 F-25




---



##### 



CMF Campbell
    Master Fund L.P.


    Statements of Financial Condition
    December 31, 2009 and 2008
  2009


2008Assets:Equity in trading account:Cash (Note 3c)

$
57,797,715


$
119,063,081Cash margin (Note 3c)


5,501,376



7,947,067Net unrealized appreciation on open futures contracts






159,230Net unrealized appreciation on open forward contracts






397,543Options owned, at fair value (cost $96,122 and $36,166 at
    December 31, 2009 and 2008, respectively)


94,039



20,304Total assets

$
63,393,130


$
127,587,225Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures contracts

$
366,940


$
Net unrealized depreciation on open forward contracts


431,591



Options written, at fair value (premium $34,361 and $108,994 at
    December 31, 2009 and 2008, respectively)


35,406



82,624Accrued expenses:Professional fees


33,530



29,639Total liabilities


867,467



112,263Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2009 and 2008






Limited Partners Capital, 56,557.8676 and 112,523.4490
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2009 and 2008, respectively


62,525,663



127,474,962Total liabilities and partners capital

$
63,393,130


$
127,587,225   See accompanying notes to financial statements.
 F-26




---



##### 



CMF Campbell
    Master Fund L.P.

 Condensed
    Schedule of Investments
    December 31, 2009
  Notional ($)/Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedEnergy


36


$
21,183



0.03
%Grains


3



2,325



0.00
*Interest Rates
    Non-U.S.


446



(283,167
)


(0.45
)Interest Rates U.S.


507



(493,888
)


(0.79
)Indices


455



441,278



0.71Metals


18



(83,265
)


(0.13
)Softs


22



(4,234
)


(0.00
)*Total futures contracts purchased






(399,768
)


(0.63
)Futures Contracts SoldEnergy


1



2,730



0.00
*Grains


9



2,750



0.00
*Interest Rates
    Non-U.S.


136



26,911



0.04Interest Rates U.S.


2



437



0.00
*Total futures contracts sold






32,828



0.04Unrealized Appreciation on Forward ContractsCurrencies


$135,784,768



2,033,847



3.25Metals


37



285,660



0.46Total unrealized appreciation on forward contracts






2,319,507



3.71Unrealized Depreciation on Forward ContractsCurrencies


$154,270,721



(2,642,315
)


(4.23
)Metals


17



(108,783
)


(0.17
)Total unrealized depreciation on forward contracts






(2,751,098
)


(4.40
)Options OwnedCurrenciesCalls


$2,499,064,517



49,773



0.08Puts


$430,245,216



44,266



0.07Total options owned






94,039



0.15Options WrittenCurrenciesCalls


$13,333,773



(26,438
)


(0.04
)Puts


$43,764,467,517



(8,968
)


(0.01
)Total options written






(35,406
)


(0.05
)Total fair value





$
(739,898
)


(1.18
)%   *
    
    Due to rounding.  See accompanying notes to financial statements.
 F-27




---



##### 



CMF Campbell
    Master Fund L.P.


    Condensed Schedule of Investments
    December 31, 2008
  Notional ($)/Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedInterest Rates Non-U.S


1,065


$
600,131



0.47
%Interest Rates U.S


129



(204,258
)


(0.16
)Indices


41



44,667



0.04Metals


1



3,250



0.00
*Total futures contracts purchased






443,790



0.35Futures Contracts SoldEnergy


20



(42,257
)


(0.03
)Interest Rates Non-U.S


174



(92,304
)


(0.07
)Interest Rates U.S


17



(987
)


(0.00
)*Indices


193



(149,012
)


(0.12
)Total futures contracts sold






(284,560
)


(0.22
)Unrealized Appreciation on Open Forward ContractsCurrencies


$99,409,075



3,229,485



2.53Metals


2



5,333



0.00
*Total unrealized appreciation on open forward contracts






3,234,818



2.53Unrealized Depreciation on Open Forward ContractsCurrencies


$88,487,957



(2,741,087
)


(2.15
)Metals


31



(96,188
)


(0.08
)Total unrealized depreciation on open forward contracts






(2,837,275
)


(2.23
)Options OwnedCurrenciesCalls


$18,199,906,162



(2,055
)


(0.00
)*Puts


$3,116,570



22,359



0.02Total options owned






20,304



0.02Options WrittenCurrenciesCalls


$13,554,290



(5,765
)


(0.00
)*Puts


$62,971,974,893



(76,859
)


(0.06
)Total options written






(82,624
)


(0.06
)Total fair value





$
494,453



0.39
%   *
    
    Due to rounding.  See accompanying notes to financial statements.
 F-28




---



##### 



CMF Campbell
    Master Fund L.P.
 Statements of Income and Expenses
 for the years ended December 31, 2009, 2008 and 2007
  2009


2008


2007Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts

$
(1,554,877
)

$
5,096,789


$
(7,020,650
)Change in net unrealized gains (losses) on open contracts


(1,368,940
)


1,720,861



(19,893,661
)Gain (loss) from trading, net


(2,923,817
)


6,817,650



(26,914,311
)Interest income


63,708



1,898,928



9,721,573Total income (loss)


(2,860,109
)


8,716,578



(17,192,738
)Expenses:Clearing fees


68,487



114,965



436,254Professional fees


46,111



46,143



38,051Total expenses


114,598



161,108



474,305Net income (loss)

$
(2,974,707
)

$
8,555,470


$
(17,667,043
)Net income (loss) per Redeemable Unit of Limited Partnership
    Interest (Notes 1 and 6)

$
(26.58
)

$
48.81


$
(82.98
)Weighted average units outstanding


83,268.2801



158,476.3485



240,248.7234   See accompanying notes to financial statements.
 F-29




---



##### 



CMF Campbell
    Master Fund L.P.
 Statements of Changes in Partners Capital
 for the years ended December 31, 2009, 2008 and 2007
  PartnersCapitalPartners Capital at December 31, 2006

$
327,090,390Net income (loss)


(17,667,043
)Sale of 6,744.0375 Redeemable Units of Limited Partnership
    Interest


7,969,328Redemption of 77,141.7434 Redeemable Units of Limited
    Partnership Interest


(90,974,902
)Distribution of interest income to feeder funds


(9,721,573
)Partners Capital at December 31, 2007


216,696,200Net income (loss)


8,555,470Sale of 7,110.7187 Redeemable Units of Limited Partnership
    Interest


7,921,000Redemption of 92,351.1825 Redeemable Units of Limited
    Partnership Interest


(103,798,780
)Distribution of interest income to feeder funds


(1,898,928
)Partners Capital at December 31, 2008


127,474,962Net income (loss)


(2,974,707
)Sale of 2,270.6919 Redeemable Units of Limited Partnership
    Interest


2,531,000Redemption of 58,236.2733 Redeemable Units of Limited
    Partnership Interest


(64,441,884
)Distribution of interest income to feeder funds


(63,708
)Partners Capital at December 31, 2009

$
62,525,663Net Asset Value per Redeemable Unit of Limited Partnership
    Interest:   2007:

$
1,095.732008:

$
1,132.872009:

$
1,105.52
   See accompanying notes to financial statements.
 F-30




---



##### 



CMF Campbell
    Master Fund L.P.


    Notes to Financial Statements
    December 31, 2009
  1.
    Partnership
    Organization:         F-31




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      2.
    Accounting
    Policies:  a.
    Use of Estimates.The preparation of financial
    statements and accompanying notes in conformity with GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities, income
    and expenses, and related disclosures of contingent assets and
    liabilities in the financial statements and accompanying notes.
    In making these estimates and assumptions, management has
    considered the effects, if any, of events occurring after the
    date of the Masters Statements of Financial Condition
    through the date the financial statements were issued. As a
    result, actual results could differ from these estimates.b.
    Statement of Cash Flows.The Master is not
    required to provide a Statement of Cash Flows as permitted by
    ASC 230, Statement of Cash Flows (formerly, FAS No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale).c.
    Masters Investments.All commodity
    interests of the Master (including derivative financial
    instruments and derivative commodity instruments) are held for
    trading purposes. The commodity interests are recorded on trade
    date and open contracts are recorded at fair value (as described
    below) at the measurement date. Investments in commodity
    interests denominated in foreign currencies are translated into
    U.S. dollars at the exchange rates prevailing at the
    measurement date. Gains or losses are realized when contracts
    are liquidated. Unrealized gains or losses on open contracts are
    included as a component of equity in trading account on the
    Statements of Financial Condition. Realized gains or losses and
    any change in net unrealized gains or losses from the preceding
    period are reported in the Statements of Income and Expenses.  Masters Fair Value Measurements.
 F-32




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   FAS No. 157-4,
    Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable12/31/2009


(Level 1)


(Level 2)


Inputs (Level 3)AssetsForwards

$
176,877


$
176,877


$



$
Options owned


94,039







94,039



Total assets


270,916



176,877



94,039



LiabilitiesFutures

$
366,940


$
366,940


$



$
Forwards


608,468







608,468



Options written


35,406







35,406



Total liabilities


1,010,814



366,940



643,874



Total fair value

$
(739,898
)

$
(190,063
)

$
(549,835
)

$
   F-33




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable12/31/2008


(Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
159,230


$
159,230


$



$
Forwards


488,398







488,398



Options owned


20,304







20,304



Total assets


667,932



159,230



508,702



LiabilitiesForwards

$
90,855


$
90,855


$



$
Options written


82,624







82,624



Total liabilities


173,479



90,855



82,624



Total fair value

$
494,453


$
68,375


$
426,078


$
   d.
    Futures Contracts.The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery cannot occur (such as the
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.e.
    Forward Foreign Currency Contracts.Foreign
    currency contracts are those contracts where the Master agrees
    to receive or deliver a fixed quantity of foreign currency for
    an
    agreed-upon
    price on an agreed future date. Foreign currency contracts are
    valued daily, and the Masters net equity therein,
    representing unrealized gain or loss on the contracts as
    measured by the difference between the forward foreign exchange
    rates at the dates of entry into the contracts and the forward
    rates at the reporting date, is included in the Statements of
    Financial Condition. Realized gains (losses) and changes in
    unrealized gains (losses) on foreign currency contracts are
    recognized in the period in which the contract is closed or the
    changes occur, respectively, and are included in the Statements
    of Income and Expenses.  The Master does not isolate that portion of the results of
    operations arising from the effect of changes in foreign
    exchange rates on investments from fluctuations from changes in
    market prices of investments held. Such fluctuations are
    included in net gain (loss) on investments in the Statements of
    Income and Expenses.  f.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of aluminum, copper, lead,
    nickel, tin  or zinc. LME contracts traded by the Master are
    cash settled based on prompt dates published by the LME.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying F-34




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  contracts, and are recorded as unrealized gains or losses by the
    Master. A contract is considered offset when all long positions
    have been matched with short positions. When the contract is
    closed at the prompt date, the Master records a realized gain or
    loss equal to the difference between the value of the contract
    at the time it was opened and the value at the time it was
    closed. Because transactions in LME contracts require
    participants to make both initial margin deposits of cash or
    other assets and variation margin deposits, through the broker,
    directly with the LME, credit exposure is limited. Realized
    gains (losses) and changes in unrealized gains (losses) on metal
    contracts are included in the Statements of Income and Expenses.  g.
    Options.The Master may purchase and write
    (sell) both exchange listed and over-the-counter, options on
    commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Master writes an option, the premium received
    is recorded as a liability in the Statements of Financial
    Condition and marked to market daily. When the Master purchases
    an option, the premium paid is recorded as an asset in the
    Statements of Financial Condition and marked to market daily.
    Realized gains (losses) and changes in unrealized gains (losses)
    on options contracts are included in the Statements of Income
    and Expenses.h.
    Income and Expenses Recognition.All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.i.
    Income Taxes.Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Masters income and expenses.  In 2007, the Master adopted ASC 740, Income Taxes (formerly, FAS
    No. 48, Accounting for Uncertainty in Income
    Taxes). ASC 740 provides guidance for how uncertain tax
    positions should be recognized, measured, presented and
    disclosed in the financial statements. ASC 740 requires the
    evaluation of tax positions taken or expected to be taken in the
    course of preparing the Masters financial statements to
    determine whether the tax positions are
    more-likely-than-not to be sustained by the
    applicable tax authority. Tax positions with respect to tax at
    the Master level not deemed to meet the
    more-likely-than-not threshold would be recorded as
    a tax benefit or expense in the current year. The General
    Partner has concluded that no provision for income tax is
    required in the Masters financial statements.    j.
    Subsequent Events.  In 2009, the Master adopted
    ASC 855, Subsequent Events (formerly, FAS No. 165,
    Subsequent Events). The objective of ASC 855 is to
    establish general standards of accounting for and disclosure of
    events that occur after the balance sheet date but before
    financial statements are issued or available to be issued.
    Management has determined that there were no subsequent events
    requiring adjustment or disclosure in the financial statements.k.
    Recent Accounting Pronouncements.In January
    2010, the FASB issued Accounting Standards Update
    No. 2010-06
    (ASU
    2010-06),
    Improving Disclosures about Fair Value Measurements,
    which, among other things, amends ASC 820 to require entities to
    separately present purchases, sales, issuances, and settlements
    in their reconciliation of Level 3 fair value measurements
    (i.e. to present such items on a gross basis rather than on a
    net basis), and which clarifies existing disclosure requirements
    provided by ASC 820 regarding the level of disaggregation and
    the inputs and valuation techniques used to measure fair value
    for measurements that fall within either Level 2 or
    Level 3 of the fair value hierarchy. ASU
    2010-06 is
    effective for interim  F-35




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  and annual periods beginning after December 15, 2009,
    except for the disclosures about purchases, sales, issuances,
    and settlements in the roll forward of activity in Level 3
    fair value measurements (which are effective for fiscal years
    beginning after December 15, 2010, and for interim periods
    within those fiscal years). Management is currently assessing
    the impact that the adoption of ASU
    2010-06 will
    have on the Masters financial statements disclosures.  2010-09 2010-09),
  l.
    Certain prior period amounts have been reclassified to conform
    to current year presentation.  m.
    Net Income (Loss) per Redeemable Unit.Net income (loss)
    per Redeemable Unit is calculated in accordance with investment
    company guidance. See footnote 6 for Financial Highlights.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:    F-36




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
        Assets

December 31, 2009Futures ContractsEnergy

$
28,837Grains


5,075Interest Rates
    Non-U.S.


76,641Interest Rates U.S.


437Indices


480,732Metals


410Softs


19,185Total unrealized appreciation on open futures contracts

$
611,317LiabilitiesFutures ContractsEnergy

$
(4,924
)Interest Rates
    Non-U.S.


(332,897
)Interest Rates U.S.


(493,888
)Indices


(39,454
)Metals


(83,675
)Softs


(23,419
)Total unrealized depreciation on open futures contracts

$
(978,257
)Net unrealized depreciation on open futures contracts

$
(366,940
)*   *
    
    This amount is in Net unrealized depreciation on open
    futures contracts on the Statements of Financial Condition.    F-37




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  December 31, 2009AssetsForward ContractsCurrencies

$
2,033,847Metals


285,660Total unrealized appreciation on open forward contracts

$
2,319,507LiabilitiesForward ContractsCurrencies

$
(2,642,315
)Metals


(108,783
)Total unrealized depreciation on open forward contracts

$
(2,751,098
)Net unrealized depreciation on open forward contracts

$
(431,591
)**AssetsOptions OwnedCurrencies

$
94,039Total options owned

$
94,039
***LiabilitiesOptions WrittenCurrencies

$
(35,406
)Total options written

$
(35,406
)****   **
    
    This amount is in Net unrealized depreciation on open
    forward contracts on the Statements of Financial Condition.***
    
    This amount is in Options owned, at fair value on
    the Statements of Financial Condition.****
    
    This amount is in Options written, at fair value on
    the Statements of Financial Condition.    December 31, 2009Sector

Gain (loss) from tradingCurrencies

$
1,997,244Energy


(974,078
)Grains


(20,375
)Indices


(1,252,475
)Interest Rates U.S.


(266,706
)Interest Rates
    Non-U.S.


(2,892,506
)Metals


687,827Softs


(202,748
)Total

$
(2,923,817
)*****   *****
    
    This amount is in Gain (loss) from trading, net on
    the Statements of Income and Expenses.  F-38




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   5.
    Subscriptions,
    Distributions and Redemptions:    6.
    Financial
    Highlights:    2009


2008


2007Net realized and unrealized gains (losses)*

$
(26.73
)

$
37.47


$
(123.87
)Interest income


0.77



11.67



41.04Expenses**


(0.62
)


(0.33
)


(0.15
)Increase (decrease) for the year


(26.58
)


48.81



(82.98
)Distribution of interest income to feeder funds


(0.77
)


(11.67
)


(41.04
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,132.87



1,095.73



1,219.75Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
1,105.52


$
1,132.87


$
1,095.73    *
    
    Includes clearing fees.

**
    
    Excludes clearing fees.  Ratios to average net assets:Net investment income (loss)***


(0.1
)%


1.0
%


3.3
%Operating expenses


0.1
%


0.1
%


0.2
%Total return


(2.4
)%


4.5
%


(6.8
)%    ***
    
    Interest income less total expenses.    7.
    Financial
    Instrument Risks:    F-39




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
              F-40




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    April 1, 2009 to
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    June 30, 2009
    
    March 31, 2009Net realized and unrealized trading
gains (losses) net of brokerage commissions
and clearing fees
including interest income
    
    $
    (329,261
    )
    
    $
    3,086,205
    
    
    $
    (6,084,826
    )
    
    $
    399,286Net
income (loss)
    
    $
    (346,562
    )
    
    $
    3,078,368
    
    
    $
    (6,094,561
    )
    
    $
    388,048Increase (decrease) in Net Asset Value
per Redeemable Unit
    
    $
    (7.04
    )
    
    $
    47.10
    
    
    $
    (69.28
    )
    
    $
    2.64For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1,2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized and unrealized trading
gains (losses) net of brokerage commissions
and clearing fees including interest income
    
    $
    (587,579
    )
    
    $
    (4,348,292
    )
    
    $
    10,671,583
    
    
    $
    2,865,901Net
income (loss)
    
    $
    (607,961
    )
    
    $
    (4,356,671
    )
    
    $
    10,663,067
    
    
    $
    2,857,035Increase
(decrease) in Net Asset Value per Redeemable Unit
    
    $
    (4.11
    )
    
    $
    (32.44
    )
    
    $
    70.15
    
    
    $
    15.21
 F-41




---



##### 



Item 9. Changes in and Disagreements with Accountants and Accounting and Financial Disclosure .
    Item 9A(T). 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.
 Financial Statements and Supplementary Data.
  Item 9B. Other Information.
 20




---



##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
         21




---



##### 



Item 11. Executive Compensation.
 Business
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Security ownership of certain beneficial owners
  Name and Address
    
    Amount and Nature of
    
    PercentTitle of Class
    
    of Beneficial Owner
    
    Beneficial Ownership
    
    of ClassRedeemable Units of Limited Partnership Interest
    
    Timothy P. Casey
Casey Enterprises
1465 Cantera Avenue
Santa Barbara, CA 93110-2402
    
    3,162.3373 Redeemable Units
    
    
    8.6
    %
 Security ownership of management
  Changes in control
 Item 13. Certain Relationship and Related Party Transactions, and Director Independence.
 Business Executive
Compensation.
 Item 14. Principal Accountant Fees and Services.
 Audit Fees
 Deloitte
    
    $
    83,780PwC
    
    $
    191,100KPMG
    
    $
    15,500
 Audit-Related Fees
 Tax
Fees
 2009
    
    $
    20,0002008
    
    $
    21,200
 All Other Fees
   22




---



##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules .
 (a)(1)
    
    Financial Statements: Statements of Financial Condition at December 31, 2009 and 2008.Statements of Income and Expenses for the years ended December 31, 2009, 2008 and 2007.Statements of Changes in Partners Capital for the years ended December 31, 2009, 2008
and 2007.Notes to Financial Statements(2)
    
    Exhibits
 3.1
    
    Certificate of Limited Partnership of the Partnership as filed in the
Office of the Secretary of State of the State of New York, dated March 13, 1997
(filed as Exhibit 3.1 to the general form for registration of securities on Form 10
filed on April 30, 2004 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 the State of New York, dated
February 26, 1999 (filed as Exhibit 3.4 to the general form for registration of
securities on Form 10 filed on April 30, 2004 and incorporated herein by
reference).(b)
    
    Certificate of Change to the Certificate of Limited Partnership as
filed in the Office of the Secretary of State of the State of New York, effective
January 31, 2000 (filed as Exhibit 3.3 to the general form for registration of
securities on Form 10 filed on April 30, 2004 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 the State of New York, dated
April 1, 2001 (filed as Exhibit 3.2 to the general form for registration of
securities on Form 10 filed on April 30, 2004 and incorporated herein by
reference).(d)
    
    Certificate of Amendment to the Certificate of Limited Partnership
as filed in the Office of the Secretary of State of the State of New York, dated
April 21, 2003 (filed as Exhibit 3.5 to the general form for registration of
securities on Form 10 filed on April 30, 2004 and incorporated herein by
reference).(e)
    
    Certificate of Amendment to the Certificate of Limited Partnership
as filed in the Office of the Secretary of State of the State of New York, dated
September 21, 2005 (filed as Exhibit 3.1(e) to the Form 10-Q filed on November
16, 2009 and incorporated herein by reference).(f)
    
    Certificate of Amendment to the Certificate of Limited Partnership
as filed in the Office of the Secretary of State of the State of New York, dated
September 19, 2008 (filed as Exhibit 3.1(f) to the Form 10-Q filed on November
16, 2009 and incorporated herein by reference).(g)
    
    Certificate of Amendment to the Certificate of Limited Partnership
as filed in the Office of the Secretary of State of the State of New York, dated
September 28, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed
on September 30, 2009 and incorporated herein by reference).
 3.2
    
    Third Amended and Restated Limited Partnership Agreement, dated February
22, 2010 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on February
25, 2010 and incorporated herein by reference).10.1
    
    Form of Subscription Agreement (filed as Exhibit 10.1 to the Form 10-Q
filed on November 16, 2009 and incorporated herein by reference).10.2
    
    Second Amended and Restated Customer Agreement between the Partnership and
Salomon Smith Barney Inc., dated April 1, 2001 (filed as Exhibit 10.2 to the general
form for registration of securities on Form 10 filed on April 30, 2004 and
incorporated herein by reference).10.3
    
    Amended and Restated Agency Agreement among the Partnership, Smith Barney
Futures Management LLC and Salomon Smith Barney Inc., dated April 1, 2001 (filed as
Exhibit 10.3 to the general form for registration of securities on Form 10 filed on
April 30, 2004 and incorporated herein by reference).10.4
    
    Joinder Agreement among the Partnership, Citigroup Managed Futures LLC,
Citigroup Global Markets Inc. 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).
 23




---



##### 



10.5
    
    Escrow Agreement among the Partnership, Smith Barney Futures Management
Inc., Smith Barney Inc. and European American Bank, dated April 15, 1997 (filed as
Exhibit 10.5 to the Form 10-Q filed on November 16, 2009 and incorporated herein by
reference).10.6
    
    Management Agreement among the Partnership, Smith Barney Futures Management
Inc. and Campbell & Company, Inc., dated April 1, 1997 (filed as Exhibit 10.1 to the
general form for registration of securities on Form 10 filed on April 30, 2004 and
incorporated herein by reference).
 (a)
    
    First Amendment to the Management Agreement among the Partnership,
Smith Barney Futures Management Inc., Campbell & Company, Inc. and SFG Global
Investments, Inc., dated March 1, 1999 (filed as Exhibit 10.1(a) to the General
Form for Registration of Securities on Form 10 filed on April 30, 2004 and
incorporated herein by reference).(b)
    
    Second Amendment to the Management Agreement among the Partnership,
Smith Barney Futures Management LLC and Campbell & Company, Inc., dated April 1,
2001 (filed as Exhibit 10.1(b) to the General Form for Registration of Securities
on Form 10 filed on April 30, 2004 and incorporated herein by reference).(c)
    
    Letter extending Management Agreement between the General Partner
and Campbell & Company, Inc. for 2009, dated June 9, 2009 (filed herein).
 16.1
    
    Letter from KPMG LLP (filed as Exhibit 16.1 to the Form 8-K filed on July
1, 2008 and incorporated herein by reference).16.2
    
    Letter from PricewaterhouseCoopers LLP (filed as Exhibit 16.1 to the Form
8-K filed on July 23, 2009 and incorporated herein by reference).
  31.1
    
     Rule 13a-14(a)/15d-14(a) Certification (Certification of President and
Director)31.2
    
     Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial
Officer and Director)32.1
    
     Section 1350 Certification (Certification of President and Director)32.2
    
     Section 1350 Certification (Certification of Chief Financial Officer and
Director)
 24




---



##### 



SIGNATURES
   By:
    
    Ceres Managed Futures LLC

(General Partner)By:
    
    /s/ Jerry Pascucci

Jerry Pascucci, President & Director
  /s/ Jerry Pascucci
    
    
    
    /s/ Daryl DewbreyJerry Pascucci
    
    
    
    Daryl DewbreyPresident and Director
    
    
    
    DirectorCeres Managed Futures LLC
    
    
    
    Ceres Managed Futures LLC/s/ Jennifer Magro
    
    
    
    /s/ Raymond NolteJennifer Magro
    
    
    
    Raymond NolteChief Financial Officer and Director
(Principal Accounting Officer)
    
    
    
    DirectorCeres Managed Futures LLCCeres Managed Futures LLC/s/ Shelley Deavitt UllmanShelley Deavitt UllmanDirectorCeres Managed Futures LLC
 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the
Act by Registrants Which Have Not Registered Securities Pursuant To Section 12 of the Act.
   25