##### Table of Contents



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, 2010
 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
522 Fifth Avenue  14th Floor
New York, New York 10036
  (212) 296-1999
   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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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 the Partnerships/Masters commodity broker are affiliates;
 2.
    
    The Advisor, the Partnerships/Masters 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




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




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##### Table of Contents



Item 2. Properties.
  Item 3. Legal Proceedings.
    Credit-Crisis-Related Litigation and Other Matters
  Subprime Mortgage-Related Litigation and Other Matters
      Item 4.
    
    [Removed and Reserved].
  6




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##### Table of Contents



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; Use of Proceeds from Registered 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, 2010
            -
            October 31, 20010
        
        
        691.7888
        
        
        $
        1,414.27
        
        
        N/A
        
        
        N/ANovember 1, 2010
            -
            November 30, 2010
        
        
        1,638.4982
        
        
        $
        1,382.75
        
        
        N/A
        
        
        N/ADecember 1, 2010
            -
            December 31, 2010
        
        
        199.0619
        
        
        $
        1,447.41
        
        
        N/A
        
        
        N/A2,529.3489
        
        
        $
        1,396.46
   Item 6.
    
    Selected Financial Data.
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Net realized
and unrealized
trading gains
(losses) net of
expenses allocated
from Master and
brokerage
 fees
(including clearing
fees) of $2,709,640,
$4,311,177, $7,953,751,
$12,951,393, and
$16,170,821,
respectively
    
    $
    2,987,866
    
    
    $
    (6,240,192
    )
    
    $
    (2,778,905
    )
    
    $
    (32,587,947
    )
    
    $
    (1,229,153
    )Interest income
allocated from
Master
    
    
    35,946
    
    
    
    47,795
    
    
    
    1,374,393
    
    
    
    7,010,936
    
    
    
    9,193,085$
    3,023,812
    
    
    $
    (6,192,397
    )
    
    
    (1,404,512
    )
    
    
    (25,577,011
    )
    
    $
    7,963,932Net income (loss)
    
    $
    1,978,530
    
    
    $
    (7,720,770
    )
    
    $
    (4,121,780
    )
    
    
    (29,785,445
    )
    
    $
    1,583,402Increase (decrease)
in net asset value
per unit
    
    $
    101.66
    
    
    $
    (159.83
    )
    
    $
    (67.87
    )
    
    $
    (271.12
    )
    
    $
    27.17Net asset value per unit
    
    $
    1,447.41
    
    
    $
    1,345.75
    
    
    $
    1,505.58
    
    
    $
    1,573.45
    
    
    $
    1,844.57Total assets
    
    $
    36,429,631
    
    
    $
    52,332,674
    
    
    $
    91,250,282
    
    
    $
    156,308,590
    
    
    $
    242,864,945
 7




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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




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##### Table of Contents



(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. Spreads and Straddles describe commodity
futures trading strategies involving the simultaneous buying and selling of futures
contracts on the same commodity but involving different delivery dates or markets.(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,
indicating the desire to
generate commission income.
 i.e.
    9




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Financial Statements and Supplementary Data
  Capital Resources
     10




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Results of Operations
  Financial Statements and Supplementary Data
       th
      11




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12




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




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Critical Accounting Policies
 Partnerships Investments.
 Partnerships and Masters Fair Value Measurements.
     Futures
Contracts.
 Forward Foreign Currency Contracts
 14




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London Metals Exchange Forward Contracts.
 Options.
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Introduction
  15




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




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The Masters Trading Value at Risk in Different Market Sectors
  December 31, 2010% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,263,212
    
    
    
    3.47
    %
    
    $
    3,076,532
    
    
    $
    45,857
    
    
    $
    1,544,875Energy
    
    
    275,400
    
    
    
    0.76
    %
    
    
    561,250
    
    
    
    56,374
    
    
    
    256,720Grains
    
    
    109,562
    
    
    
    0.30
    %
    
    
    335,050
    
    
    
    12,500
    
    
    
    109,901Indices
    
    
    1,190,652
    
    
    
    3.27
    %
    
    
    1,974,159
    
    
    
    444,941
    
    
    
    1,162,418Interest Rates U.S.
    
    
    23,067
    
    
    
    0.06
    %
    
    
    889,400
    
    
    
    23,067
    
    
    
    400,082Interest Rates Non-U.S.
    
    
    200,338
    
    
    
    0.55
    %
    
    
    1,860,915
    
    
    
    142,880
    
    
    
    919,067Livestock
    
    
    10,050
    
    
    
    0.03
    %
    
    
    33,350
    
    
    
    1,000
    
    
    
    11,913Metals
    
    
    322,981
    
    
    
    0.89
    %
    
    
    913,240
    
    
    
    69,732
    
    
    
    419,922Softs
    
    
    128,500
    
    
    
    0.35
    %
    
    
    317,000
    
    
    
    5,200
    
    
    
    116,413Total
    
    $
    3,523,762
    
    
    
    9.68
    %
 
 *
    
    Annual average of month-end Value at Risk  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
    
    
    
    27,905Indices
    
    
    1,783,059
    
    
    
    2.85
    %
    
    
    4,565,846
    
    
    
    678,383
    
    
    
    1,979,007Interest 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
    
    
    
    27,164Total
    
    $
    3,923,248
    
    
    
    6.28
    %
 
 *
    
    Annual average of  month-end Value at Risk Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   17




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Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 Stock Indices
 Metals
 Energy
 18




---



##### Table of Contents



Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     19




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Item 8. Financial Statements and Supplementary Data .
 Potomac Futures Fund L.P.
  20




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To the Limited
    Partners of
    Potomac Futures Fund L.P.
    
  By:
    Walter Davis      Ceres Managed Futures LLC    212-296-1999
 21




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Managements
    Report on Internal Control over
    Financial Reporting
            Internal Control-Integrated Framework
  -s- Walter Davis

-s- Jennifer MagroWalter Davis
    President and Director
    Ceres Managed Futures LLC
    General Partner,
    Potomac Futures Fund L.P.

Jennifer Magro
    Chief Financial Officer and Director
    Ceres Managed Futures LLC
    General Partner,
    Potomac Futures Fund L.P.  22




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 23




---



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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
  24




---



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25




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Potomac Futures
    Fund L.P.


    Statements of Financial ConditionDecember 31, 2010 and 2009
  2010


2009Assets:Investment in Master, at fair value (Note 1)

$
36,378,264


$
52,227,304Cash (Note 3c)


51,367



105,370Total assets

$
36,429,631


$
52,332,674Liabilities and Partners CapitalLiabilities:Accrued expenses:Brokerage fees (Note 3c)

$
166,969


$
283,469Management fees (Note 3b)


60,366



86,598Professional fees


26,909



76,642Other


16,232



13,865Redemptions Payable (Note 5)


288,124



1,730,773Total liabilities


558,600



2,191,347Partners Capital: (Notes 1 and 5)General Partner, 337.4926 and 624.1683 unit equivalents
    outstanding at December 31, 2010 and 2009, respectively


488,490



839,974Limited Partners, 24,445.4336 and 36,634.7661 Redeemable Units
    outstanding at December 31, 2010 and 2009, respectively


35,382,541



49,301,353Total partners capital


35,871,031



50,141,327Total liabilities and partners capital

$
36,429,631


$
52,332,674Net asset value per unit

$
1,447.41


$
1,345.75   See accompanying notes to financial statements.
 26




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##### Table of Contents



Potomac Futures
    Fund L.P.

    Statements of Income and Expensesfor the years ended December 31, 2010,
    2009 and 2008
  2010


2009


2008Income:Net realized gains (losses) on closed contracts allocated from
    Master

$
4,135,892


$
(1,073,444
)

$
3,844,951Change in net unrealized gains (losses) on open contracts
    allocated from Master


1,741,646



(765,744
)


1,446,232Interest income allocated from Master


35,946



47,795



1,374,393Expenses allocated from Master


(180,032
)


(89,827
)


(116,337
)Total income (loss)


5,733,452



(1,881,220
)


6,549,239Expenses:Brokerage fees (Note 3c)


2,709,640



4,311,177



7,953,751Management fees (Note 3b)


837,541



1,317,476



2,432,448Professional fees


159,838



169,675



248,694Other


47,903



41,222



36,126Total expenses


3,754,922



5,839,550



10,671,019Net income (loss)

$
1,978,530


$
(7,720,770
)

$
(4,121,780
)Net income (loss) per unit (Note 6)

$
101.66


$
(159.83
)

$
(67.87
)Weighted average units outstanding


31,929.9493



46,729.0005



78,163.8093   See accompanying notes to financial statements.
 27




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##### Table of Contents



Potomac Futures
    Fund L.P.

    Statements of Changes in Partners Capitalfor the years ended December 31, 2010,
    2009 and 2008
  Limited


GeneralPartners


Partner


TotalPartners Capital at December 31, 2007

$
147,721,992


$
1,147,659


$
148,869,651Net income (loss)


(4,072,276
)


(49,504
)


(4,121,780
)Subscriptions of 5,077.2612 Redeemable Units


7,921,000







7,921,000Redemptions of 42,799.1406 Redeemable Units


(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
)Subscriptions of 1,765.3992 Redeemable Units


2,531,000







2,531,000Redemptions of 21,292.8076 Redeemable Units and 105.2219 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 income (loss)


1,955,014



23,516



1,978,530Subscriptions of 1,154.5395 Redeemable Units


1,536,500







1,536,500Redemptions of 13,343.8720 Redeemable Units and 286.6757 General
    Partner unit equivalents


(17,410,326
)


(375,000
)


(17,785,326
)Partners Capital at December 31, 2010

$
35,382,541


$
488,490


$
35,871,031Net asset value per unit:  2008:

$
1,505.582009:

$
1,345.752010:

$
1,447.41
   See accompanying notes to financial statements.
 28




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Potomac Futures
    Fund L.P.
 Notes to
    Financial Statements
    December 31, 2010
  1.
    Partnership Organization:  non-U.S. interest
             29




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##### Table of Contents



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  2.
    Accounting Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with accounting
    principles generally accepted in the United States of America
    (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. 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.  Partnerships
    Investments.
  Partnerships Fair Value
    Measurements.
        Quoted Prices inActive Markets


Significant Other


SignificantFor Identical


Observable Inputs


Unobservable12/31/2010


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
36,378,264


$



$
36,378,264


$
Total fair value

$
36,378,264


$



$
36,378,264


$
   30




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##### Table of Contents



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  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


$
   Masters Investments and Fair Value
    Measurements.
  d.
    Income Taxes.Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on its share of the Partnerships income and
    expenses.      e.
    Subsequent Events.  Management of the
    Partnership evaluates events that occur after the balance sheet
    date but before financial statements are filed. Management has
    assessed the subsequent events through the date of filing and
    determined that there were no subsequent events requiring
    adjustment of or disclosure in the financial statements.   f.
    Net Income (Loss) per unit.  Net income (loss)
    per unit is calculated in accordance with investment company
    guidance. See Note 6, Financial Highlights.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreements:  month-end
 31




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##### Table of Contents



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
        c.
    Customer Agreement:  give-up 30-day 3-month
  4.
    Trading
    Activities:         32




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##### Table of Contents



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  5.
    Subscriptions,
    Distributions and Redemptions:    6.
    Financial
    Highlights:    2010


2009


2008Net realized and unrealized gains (losses)*

$
136.22


$
(127.37
)

$
(48.72
)Interest income


1.17



1.01



16.37Expenses**


(35.73
)


(33.47
)


(35.52
)Increase (decrease) for the year


101.66



(159.83
)


(67.87
)Net asset value per unit, beginning of year


1,345.75



1,505.58



1,573.45Net asset value per unit, end of year

$
1,447.41


$
1,345.75


$
1,505.58    *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees. 2010


2009


2008Ratios to average net assets:Net investment income (loss) before incentive fees***


(9.5
)%


(9.0
)%


(7.9
)%Operating expenses


9.6
%


9.1
%


9.1
%Incentive fees



%



%



%Total expenses


9.6
%


9.1
%


9.1
%Total return:Total return before incentive fees


7.6
%


(10.6
)%


(4.3
)%Incentive fees



%



%



%Total return after incentive fees


7.6
%


(10.6
)%


(4.3
)%   ***
    
    Interest income less total expenses.    7.
    Financial
    Instrument Risks:  over-the-counter
 33




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##### Table of Contents



Potomac Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
            risk-adjusted
   34




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##### Table of Contents



For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2010 to
    
    July 1, 2010 to
    
    from April 1, 2010
    
    January 1, 2010 toDecember 31, 2010
    
    September 30, 2010
    
    to June 30, 2010
    
    March 31, 2010Net realized and unrealized trading
gains (losses), expenses and interest
income allocated from Master, net
of brokerage fees
    
    $
    2,462,500
    
    
    $
    2,907,743
    
    
    $
    (367,670
    )
    
    $
    (1,978,761
    )Net income (loss)
    
    $
    2,217,566
    
    
    $
    2,665,558
    
    
    $
    (636,272
    )
    
    $
    (2,268,322
    )Increase (decrease) in net asset
value per unit
    
    $
    86.30
    
    
    $
    94.92
    
    
    $
    (19.27
    )
    
    $
    (60.29
    )For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    from April 1, 2009
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    

to June 30, 2009
    

March
31, 2009Net realized and unrealized trading
gains (losses), expenses and
interest income allocated from Master,
net of
brokerage fees
    
    $
    (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
    )
 35




---



TABLE OF CONTENTS  Statements of Financial Condition December 31, 2010 and 2009Statements of Income and Expenses for the years ended December 31, 2010, 2009 and 2008Statements of Changes in Partners Capital for the years ended December 31, 2010, 2009 and 2008Notes to Financial StatementsTo the Limited Partners of CMF Campbell Master Fund L.P.Statements of Financial Condition December 31, 2010 and 2009Condensed Schedule of InvestmentsStatements of Income and Expenses for the years ended December 31, 2010, 2009 and 2008Statements of Changes in Partners Capital for the years ended December 31, 2010, 2009 and 2008Notes to Financial Statements December 31, 2010EX-10.6.CEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  To the Limited
    Partners of
    CMF Campbell Master Fund L.P.
    
  By:
    Walter Davis      Ceres Managed Futures LLC
 212-296-1999
 36




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 37




---



##### Table of Contents



Report of Independent Auditors
 
   
 38




---



##### Table of Contents



CMF Campbell
    Master Fund L.P.

    Statements of Financial Condition
    December 31, 2010 and 2009
  2010


2009Assets:Equity in trading account:Cash (Note 3c)

$
32,330,637


$
57,797,715Cash margin (Note 3c)


2,935,375



5,501,376Net unrealized appreciation on open futures contracts


360,633



Net unrealized appreciation on open forward contracts


714,542



Options purchased, at fair value (cost $99,341 and $96,122 at
    December 31, 2010 and 2009, respectively)


130,648



94,039Total assets

$
36,471,835


$
63,393,130Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures contracts

$



$
366,940Net unrealized depreciation on open forward contracts






431,591Options premium received, at fair value (premium $18,835 and
    $34,361 at December 31, 2010 and 2009, respectively)


56,353



35,406Accrued expenses:Professional fees


39,490



33,530Total liabilities


95,843



867,467Partners Capital:General Partner, 0.0000 unit equivalents at December 31,
    2010 and 2009






Limited Partners, 27,995.8787 and 56,557.8676 Redeemable Units
    outstanding at December 31, 2010 and 2009, respectively


36,375,992



62,525,663Total liabilities and partners capital

$
36,471,835


$
63,393,130Net asset value per unit

$
1,299.33


$
1,105.52   See accompanying notes to financial statements.
 39




---



##### Table of Contents



CMF Campbell
    Master Fund L.P.Condensed Schedule of InvestmentsDecember 31, 2010
  Notional ($)/Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedEnergy


69


$
80,412



0.22
%Grains


56



126,606



0.35Interest Rates
    Non-U.S.


163



22,693



0.06Interest Rates U.S.


78



22,062



0.06Indices


338



10,189



0.03Livestock


10



550



0.00
*Metals


15



96,690



0.27Softs


31



100,006



0.27Total futures contracts purchased






459,208



1.26Futures Contracts SoldEnergy


13



(29,230
)


(0.08
)Grains


1



(2,870
)


(0.01
)Interest Rates
    Non-U.S.


66



(44,183
)


(0.12
)Interest Rates U.S.


32



(24,734
)


(0.07
)Indices


2



4,022



0.01Livestock


1



(1,580
)


(0.00
)*Total futures contracts sold






(98,575
)


(0.27
)Unrealized Appreciation on Open Forward ContractsCurrencies


$124,455,128



3,015,962



8.29Metals


31



184,969



0.50Total unrealized appreciation on open forward contracts






3,200,931



8.79Unrealized Depreciation on Open Forward ContractsCurrencies


$111,245,655



(2,455,912
)


(6.75
)Metals


7



(30,477
)


(0.08
)Total unrealized depreciation on open forward contracts






(2,486,389
)


(6.83
)Options PurchasedCurrenciesCalls


$3,525,490,581



104,466



0.29Puts


$13,652,298,260



26,182



0.07Total options purchased






130,648



0.36Options Premium ReceivedCurrenciesCalls


$11,412,894,676



(55,752
)


(0.15
)Puts


$8,668,304,279



(601
)


(0.00
)*Total options premium received






(56,353
)


(0.15
)Total fair value





$
1,149,470



3.16
%* Due to rounding.    See accompanying notes to financial statements.
 40




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##### Table of Contents



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 Open Forward ContractsCurrencies


$135,784,768



2,033,847



3.25Metals


37



285,660



0.46Total unrealized appreciation on open forward contracts






2,319,507



3.71Unrealized Depreciation on Open Forward ContractsCurrencies


$154,270,721



(2,642,315
)


(4.23
)Metals


17



(108,783
)


(0.17
)Total unrealized depreciation on open forward contracts






(2,751,098
)


(4.40
)Options PurchasedCurrenciesCalls


$2,499,064,517



49,773



0.08Puts


$430,245,216



44,266



0.07Total options purchased






94,039



0.15Options Premium ReceivedCurrenciesCalls


$13,333,773



(26,438
)


(0.04
)Puts


$43,764,467,517



(8,968
)


(0.01
)Total options premium received






(35,406
)


(0.05
)Total fair value





$
(739,898
)


(1.18
)%   *
    
    Due to rounding.  See accompanying notes to financial statements.
 41




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
 Statements of Income and Expenses
 for the years ended December 31, 2010, 2009 and 2008
  2010


2009


2008Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts

$
4,094,974


$
(1,554,877
)

$
5,096,789Change in net unrealized gains (losses) on open contracts


1,870,623



(1,368,940
)


1,720,861Gain (loss) from trading, net


5,965,597



(2,923,817
)


6,817,650Interest income


39,073



63,708



1,898,928Total income (loss)


6,004,670



(2,860,109
)


8,716,578Expenses:Clearing fees


107,382



68,487



114,965Professional fees


88,630



46,111



46,143Total expenses


196,012



114,598



161,108Net income (loss)

$
5,808,658


$
(2,974,707
)

$
8,555,470Net income (loss) per unit (Note 6)

$
194.79


$
(26.58
)

$
48.81Weighted average units outstanding


43,702.0434



83,268.2801



158,476.3485   See accompanying notes to financial statements.
 42




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
 Statements of Changes in Partners Capital
 for the years ended December 31, 2010, 2009 and 2008
  PartnersCapitalPartners Capital at December 31, 2007

$
216,696,200Net income (loss)


8,555,470Subscriptions of 7,110.7187 Redeemable Units


7,921,000Redemptions of 92,351.1825 Redeemable Units


(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
)Subscriptions of 2,270.6919 Redeemable Units


2,531,000Redemptions of 58,236.2733 Redeemable Units


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


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


62,525,663Net income (loss)


5,808,658Subscriptions of 1,323.2790 Redeemable Units


1,536,500Redemptions of 29,885.2679 Redeemable Units


(33,455,756
)Distribution of interest income to feeder funds


(39,073
)Partners Capital at December 31, 2010

$
36,375,992Net asset value per unit:   2008:

$
1,132.872009:

$
1,105.522010:

$
1,299.33
   See accompanying notes to financial statements.
 43




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##### Table of Contents



CMF Campbell
    Master Fund L.P.

    Notes to Financial Statements
    December 31, 2010
  1.
    Partnership
    Organization:           44




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  2.
    Accounting
    Policies:  a.
    Use of Estimates.The preparation of financial
    statements and accompanying notes in conformity with accounting
    principles generally accepted in the United States of America
    (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. 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.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.
       45




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
    Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable12/31/2010


(Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
360,633


$
360,633


$



$
Forwards


714,542



154,492



560,050



Options purchased


130,648







130,648



Total assets


1,205,823



515,125



690,698



LiabilitiesOptions premium received

$
56,353


$



$
56,353


$
Total liabilities


56,353







56,353



Total fair value

$
1,149,470


$
515,125


$
634,345


$
   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 purchased


94,039







94,039



Total assets


270,916



176,877



94,039



LiabilitiesFutures

$
366,940


$
366,940


$



$
Forwards


608,468







608,468



Options premium received


35,406







35,406



Total liabilities


1,010,814



366,940



643,874



Total fair value

$
(739,898
)

$
(190,063
)

$
(549,835
)

$
   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.
    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. Realized
    gains (losses) and changes in unrealized gains (losses) on
    futures contracts are included in the Statements of Income and
    Expenses. 46




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
   e.
    Forward Foreign Currency Contracts.Foreign
    currency contracts are 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 the 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 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 a like number of short positions settling on the same
    prompt date. 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. 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. 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
    (OTC), 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.  GAAP provides guidance for how uncertain tax positions should be
    recognized, measured, presented and disclosed in the financial
    statements and 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 47




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  General Partner has concluded that no provision for income tax
    is required in the Masters financial statements.    j.
    Subsequent Events.  Management of the Master
    evaluates events that occur after the balance sheet date but
    before financial statements are filed. Management has assessed
    the subsequent events through the date of filing and determined
    that there were no subsequent events requiring adjustment of or
    disclosure in the financial statements.  k.
    Net Income (loss) per Unit.Net income (loss) per unit is
    calculated in accordance with investment company guidance. See
    Note 6, Financial Highlights.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:     48




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
        Assets

December 31, 2010Futures ContractsEnergy

$
104,562Grains


126,606Interest Rates
    Non-U.S.


32,933Interest Rates U.S.


22,063Indices


110,856Livestock


700Metals


97,200Softs


118,914Total unrealized appreciation on open futures contracts

$
613,834LiabilitiesFutures ContractsEnergy

$
(53,380
)Grains


(2,870
)Interest Rates
    Non-U.S.


(54,423
)Interest Rates U.S.


(24,734
)Indices


(96,645
)Livestock


(1,730
)Metals


(510
)Softs


(18,909
)Total unrealized depreciation on open futures contracts

$
(253,201
)Net unrealized appreciation on open futures contracts

$
360,633
*   *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Statements of Financial Condition.  49




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  Assets

December 31, 2010Forward ContractsCurrencies

$
3,015,962Metals


184,969Total unrealized appreciation on open forward contracts

$
3,200,931LiabilitiesForward ContractsCurrencies

$
(2,455,912
)Metals


(30,477
)Total unrealized depreciation on open forward contracts

$
(2,486,389
)Net unrealized appreciation on open forward contracts

$
714,542
**   **
    
    This amount is in Net unrealized appreciation on open
    forward contracts on the Statements of Financial Condition.  Assets

December 31, 2010Options PurchasedCurrencies

$
130,648Total options purchased

$
130,648
***LiabilitiesOptions Premiums ReceivedCurrencies

$
(56,353
)Total options premiums received

$
(56,353
)****   ***
    
    This amount is in Options purchased, at fair value
    on the Statements of Financial Condition.****
    
    This amount is in Options premiums received, at fair
    value on the Statements of Financial Condition.  50




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  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.  AssetsForward 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
)**   **
    
    This amount is in Net unrealized depreciation on open
    forward contracts on the Statements of Financial Condition.  51




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  December 31, 2009AssetsOptions PurchasedCurrencies

$
94,039Total options purchased

$
94,039
***LiabilitiesOptions Premium ReceivedCurrencies

$
(35,406
)Total options premium received

$
(35,406
)****   ***
    
    This amount is in Options purchased, at fair value
    on the Statements of Financial Condition.****
    
    This amount is in Options premium received, at fair
    value on the Statements of Financial Condition.    2010


2009Sector

Gain (loss) from trading


Gain (loss) from tradingCurrencies

$
1,154,531


$
1,997,244Energy


(2,224,938
)


(974,078
)Grains


848,872



(20,375
)Indices


(1,688,907
)


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


2,462,960



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


3,474,074



(2,892,506
)Livestock


(120,460
)


Metals


886,547



687,827Softs


1,172,918



(202,748
)Total

$
5,965,597
*****

$
(2,923,817
)*****   *****
    
    This amount is in Gain (loss) from trading, net on
    the Statements of Income and Expenses.  5.
    Subscriptions,
    Distributions and Redemptions:   52




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##### Table of Contents



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  6.
    Financial
    Highlights:    2010


2009


2008Net realized and unrealized gains (losses)*

$
196.08


$
(26.73
)

$
37.47Interest income


0.98



0.77



11.67Expenses**


(2.27
)


(0.62
)


(0.33
)Increase (decrease) for the year


194.79



(26.58
)


48.81Distribution of interest income to feeder funds


(0.98
)


(0.77
)


(11.67
)Net asset value per unit, beginning of year


1,105.52



1,132.87



1,095.73Net asset value per unit, end of year

$
1,299.33


$
1,105.52


$
1,132.87    *
    
    Includes clearing fees.

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


(0.3
)%


(0.1
)%


1.0
%Operating expenses


0.4
%


0.1
%


0.1
%Total return


17.5
%


(2.4
)%


4.5
%    ***
    
    Interest income less total expenses.    7.
    Financial
    Instrument Risks:       53




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CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2010
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For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2010 to
    
    July 1, 2010 to
    
    from April 1, 2010 to
    
    January 1, 2010 toDecember 31, 2010
    
    September 30, 2010
    
    June 30, 2010
    
    March 31, 2010Net realized and
unrealized trading
gains (losses) net
of clearing fees
including interest
income
    
    $
    3,168,765
    
    
    $
    3,881,836
    
    
    $
    433,967
    
    
    $
    (1,587,280
    )Net
income (loss)
    
    $
    3,143,736
    
    
    $
    3,867,457
    
    
    $
    396,273
    
    
    $
    (1,598,808
    )Increase (decrease)
in net asset value per
unit
    
    $
    104.30
    
    
    $
    108.15
    
    
    $
    7.85
    
    
    $
    (25.51
    )For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    from 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 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
unit
    
    $
    (7.04
    )
    
    $
    47.10
    
    
    $
    (69.28
    )
    
    $
    2.64
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .
    Item 9A. 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.
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PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
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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
  Security ownership of management
  (3) Amount and(2) Name of
    
    Nature ofBeneficial
    
    Beneficial
    
    (4) Percent of(1) Title of Class
    
    Owner
    
    Ownership
    
    ClassGeneral Partner unit equivalents
    
    General Partner
    
    
    337.4926
    
    
    
    1.4
    %
 Changes in control
 Item 13. Certain Relationships and Related  Transactions, and Director Independence.
 Transactions with related persons.
 Review, approval or ratification of transactions with related persons.
 Promoters and certain control persons Business Executive
Compensation
 Item 14. Principal Accountant Fees and Services.
 Audit Fees
 Deloitte
    
    PwC2010
    
    $
    78,400
    
    
    N/A2009
    
    $
    83,800
    (1)
    $
    101,000
    (2)
 
 (1)
    
    For the period July 23, 2009 to December 31, 2009.(2)
    
    For the period January 1, 2009 to July 22, 2009. Audit-Related Fees
 Tax
Fees
 2010
    
    $
    21,0002009
    
    $
    20,000
 All Other Fees
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PART IV
 Item 15. Exhibits, Financial Statement Schedules .
 (a)(1)
    
    Financial Statements: Statements of Financial Condition at December 31, 2010 and 2009.Statements of Income and Expenses for the years ended December 31, 2010, 2009 and 2008.Statements of Changes in Partners Capital for the years ended December 31, 2010, 2009
and 2008.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
    
    Second Amended and Restated Agency Agreement among the Partnership,
the General Partner, CGM and Morgan Stanley Smith Barney LLC, dated July 29, 2010 (filed as
Exhibit 10.3 Form 8-K filed on
August 3, 2010 and incorporated herein by reference).10.4
    
    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).
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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 2010, dated June 1, 2010 (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)
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SIGNATURES
   By:
    
    Ceres Managed Futures LLC

(General Partner)By:
    
    /s/  Walter DavisWalter Davis,President & DirectorDate: March 31, 2011
  /s/ Walter Davis
    
    /s/ Ian Bernstein
    
    /s/ Patrick T. EganWalter Davis
President and Director
Ceres Managed Futures LLCDate: March 31, 2011
    
    Ian Bernstein
Director
Ceres Managed Futures LLC
Date: March 31, 2011
    
    Patrick T. Egan
Director
Ceres Managed Futures LLC
Date: March 31, 2011/s/ Jennifer Magro
    
    /s/ Michael McGrath
    
    /s/ Alper DagliogluJennifer Magro
Chief Financial Officer and Director
(Principal Accounting Officer)
Ceres Managed Futures LLC
Date: March 31, 2011
    
    Michael McGrath
Director
Ceres Managed Futures LLC
Date: March 31, 2011
    
    Alper Daglioglu
Director
Ceres Managed Futures LLC
Date: March 31, 2011/s/ Douglas J. Ketterer
    
    /s/ Harry HandlerDouglas J. Ketterer
Director
Ceres Managed Futures LLCDate: March 31, 2011
    
    Harry Handler
Director
Ceres Managed Futures LLC
Date: March 31, 2011
 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.
   64