UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  ABINGDON FUTURES FUND L.P.
 
  New York
    
    20-3845005(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
 
  Securities registered
pursuant to Section 12(b)
of the Act:
    
    NoneSecurities registered
pursuant to Section 12(g)
of the Act:
    
    Redeemable Units of Limited Partnership Interest
(Title of Class)
  Yes o  No þ
  Yes o  No þ
  Yes þ  No o
  Yes o  No o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Yes o No þ




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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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Financial Information about Segments Selected Financial Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 3




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##### 



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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##### 



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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##### 



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 of
    
    
    (b) Average
    
    
    Purchased as Part
    
    
    May Yet BeRedeemable
    
    
    Price Paid per
    
    
    of Publicly Announced
    
    
    Purchased Under thePeriod
    
    Units Purchased*
    
    
    Redeemable Unit**
    
    
    Plans or Programs
    
    
    Plans or ProgramsOctober 1, 2010 - October 31, 2010
    
    
    1,635.3369
    
    
    $
    1,156.91
    
    
    
    N/A
    
    
    
    N/ANovember 1, 2010 - November 30, 2010
    
    
    3,223.5828
    
    
    $
    1,121.01
    
    
    
    N/A
    
    
    
    N/ADecember 1, 2010 - December 31, 2010
    
    
    2,528.3220
    
    
    $
    1,163.67
    
    
    
    N/A
    
    
    
    N/A7,387.2417
    
    
    $
    1,143.56
 *
    
    Generally, limited partners are permitted to redeem their Redeemable Units as of the end of
each month on three business days notice to the General Partner. Under certain circumstances,
the General Partner can compel redemption, although to date the General Partner has not exercised
this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were
made in the ordinary course of the Partnerships business in connection with effecting
redemptions for limited partners.**
    
    Redemptions of Redeemable Units are effected as of the last day of each month at the net
asset value per Redeemable Unit as of that day. 7




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##### 



Item 6. Selected Financial Data.
  2010
    
    
    2009
    
    
    2008
    
    
    2007Net realized and unrealized trading gains (losses) net of
expenses allocated from Master and brokerage fees (including
clearing fees) of $6,320,914, $5,574,180, $5,061,166, and
$2,526,887, respectively
    
    $
 15,962,149


    $
    (11,732,036
    )
    
    $
    21,503,248
    
    
    $
    9,521,062Interest income  allocated from Master
    
    
 124,011


    
    86,538
    
    
    
    1,127,937
    
    
    
    1,825,352$
 16,086,160


    $
    (11,645,498
    )
    
    $
    22,631,185
    
    
    $
    11,346,414Net income (loss)
    
    $
 12,299,168


    $
    (15,052,188
    )
    
    $
    15,682,974
    
    
    $
    8,236,695Increase (decrease) in net asset value per unit
    
    $
 97.13


    $
    (137.66
    )
    
    $
    161.77
    
    
    $
    42.43Net asset value per unit
    
    $
 1,163.67


    $
    1,066.54
    
    
    $
    1,204.20
    
    
    $
    1,042.43Total assets
    
    $
 161,871,435


    $
    123,296,613
    
    
    $
    119,320,005
    
    
    $
    92,726,408
 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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##### 



Liquidity
  9




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##### 



(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.
      10




---



##### 



Financial Statements and
Supplementary Data
  Capital Resources
     Results of Operations
  Financial
Statements and Supplementary Data.
 11




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##### 



12




---



##### 



13




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##### 



14




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##### 



Off-Balance Sheet Arrangements
 Contractual Obligations
 Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 15




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##### 



Critical Accounting Policies
 Partnerships Investments.
 Partnerships and Masters Fair Value Measurements.
     Futures Contracts.
 Forward Foreign Currency Contracts
 16




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##### 



London Metals Exchange Forward Contracts.
 Options.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Introduction
      Qualitative and Quantitative Disclosures About
Market Risk
 17




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##### 



Quantifying the Partnerships/Masters Trading Value at Risk
      18




---



##### 



The Masters Trading Value at Risk in Different Market Sectors
  December 31, 2010
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Currencies
    
    $
    8,969,665
    
    
    
    1.01
    %
    
    $
    13,529,797
    
    
    $
    3,127,432
    
    
    $
    9,858,603Energy
    
    
    3,277,769
    
    
    
    0.37
    %
    
    
    4,944,082
    
    
    
    236,988
    
    
    
    2,213,508Grains
    
    
    3,992,796
    
    
    
    0.45
    %
    
    
    4,064,389
    
    
    
    556,164
    
    
    
    2,285,359Indices
    
    
    15,987,691
    
    
    
    1.81
    %
    
    
    22,020,780
    
    
    
    2,382,812
    
    
    
    12,021,182Interest Rates U.S.
    
    
    1,387,025
    
    
    
    0.16
    %
    
    
    10,348,050
    
    
    
    275,672
    
    
    
    5,195,958Interest Rates Non-U.S.
    
    
    3,521,207
    
    
    
    0.40
    %
    
    
    13,490,861
    
    
    
    1,949,046
    
    
    
    7,347,287Livestock
    
    
    268,200
    
    
    
    0.03
    %
    
    
    437,350
    
    
    
    158,080
    
    
    
    263,226Metals
    
    
    6,416,979
    
    
    
    0.73
    %
    
    
    8,963,451
    
    
    
    3,939,668
    
    
    
    5,989,765Softs
    
    
    1,393,632
    
    
    
    0.16
    %
    
    
    2,071,953
    
    
    
    538,916
    
    
    
    1,029,710Total
    
    $
    45,214,964
    
    
    
    5.12
    %
 
 *
    
    Annual average of month-end Value at Risk.  December 31, 2009
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Currencies
    
    $
    4,596,005
    
    
    
    0.80
    %
    
    $
    10,700,900
    
    
    $
    3,479,307
    
    
    $
    6,740,750Energy
    
    
    556,296
    
    
    
    0.10
    %
    
    
    2,627,998
    
    
    
    228,335
    
    
    
    1,092,646Grains
    
    
    1,098,663
    
    
    
    0.19
    %
    
    
    1,976,399
    
    
    
    864,083
    
    
    
    1,388,868Indices
    
    
    16,589,011
    
    
    
    2.89
    %
    
    
    16,589,011
    
    
    
    1,261,608
    
    
    
    6,511,470Interest Rates U.S.
    
    
    1,030,011
    
    
    
    0.18
    %
    
    
    6,518,610
    
    
    
    716,705
    
    
    
    2,896,261Interest Rates Non-U.S.
    
    
    4,507,567
    
    
    
    0.78
    %
    
    
    11,661,822
    
    
    
    2,841,339
    
    
    
    5,786,393Livestock
    
    
    169,800
    
    
    
    0.03
    %
    
    
    425,655
    
    
    
    59,475
    
    
    
    207,937Metals
    
    
    5,057,067
    
    
    
    0.88
    %
    
    
    5,057,067
    
    
    
    849,000
    
    
    
    2,780,563Softs
    
    
    955,200
    
    
    
    0.17
    %
    
    
    1,269,508
    
    
    
    385,375
    
    
    
    791,384Total
    
    $
    34,559,620
    
    
    
    6.02
    %
 
 *
    
    Annual average of month-end Value at Risk. 19




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##### 



Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
  Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 Stock Indices
 Metals
 Energy
 20




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##### 



Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     21




---



##### 



Item 8. Financial Statements and Supplementary Data .
 Abingdon Futures Fund L.P.
  22




---



##### 



To the Limited
    Partners of
    Abingdon Futures Fund L.P.
    
  By:
    Walter Davis
    President and Director
    Ceres Managed Futures LLC
    General Partner,
    Abingdon Futures Fund L.P.  Ceres Managed Futures LLC    212-296-1999
 23




---



##### 



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,
    Abingdon Futures Fund L.P.

Jennifer Magro
    Chief Financial Officer and Director
    Ceres Managed Futures LLC
    General Partner,
    Abingdon Futures Fund L.P.  24




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 25




---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
  26




---



##### 



27




---



##### 



Abingdon Futures
    Fund L.P.


    Statements of Financial Condition
    December 31, 2010 and 2009
  2010


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

$
161,648,425


$
123,045,654Cash (Note 3c)


223,010



250,959Total assets

$
161,871,435


$
123,296,613Liabilities and Partners CapitalLiabilities:Accrued expenses:Brokerage fees (Note 3c)

$
607,018


$
462,362Management fees (Note 3b)


268,559



204,490Administrative fees (Note 3a)


67,140



51,123Professional fees


99,017



131,575Other (Note 6)


29,876



8,385Redemptions payable (Note 5)


2,942,132



1,652,699Total liabilities


4,013,742



2,510,634Partners Capital: (Notes 1 and 5)General Partner, 1,878.6760 and 1,689.1726 unit equivalents
    outstanding at December 31, 2010 and 2009, respectively


2,186,159



1,801,570Limited Partners, 133,776.0295 and 111,560.6462 Redeemable Units
    outstanding at December 31, 2010 and 2009, respectively


155,671,534



118,984,409Total partners capital


157,857,693



120,785,979Total liabilities and partners capital


161,871,435



123,296,613Net asset value per unit

$
1,163.67


$
1,066.54   See accompanying notes to financial statements.
 28




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##### 



Abingdon Futures
    Fund L.P.


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


2009


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

$
17,776,842


$
(4,959,083
)

$
25,725,112Change in net unrealized gains (losses) on open contracts
    allocated from Master


4,641,686



(1,105,904
)


949,588Interest income allocated from Master


124,011



86,538



1,127,937Expenses allocated from Master


(135,465
)


(92,869
)


(110,286
)Total income (loss)


22,407,074



(6,071,318
)


27,692,351Expenses:Brokerage fees (Note 3c)


6,320,914



5,574,180



5,061,166Management fees (Note 3b)


2,796,131



2,465,031



2,240,263Incentive fees (Note 3b)










3,721,366Administrative fees (Note 3a)


699,033



616,256



560,066Professional fees


234,872



272,846



376,037Other


56,956



52,557



50,479Total expenses


10,107,906



8,980,870



12,009,377Net income (loss)

$
12,299,168


$
(15,052,188
)

$
15,682,974Net income (loss) per unit (Note 7)

$
97.13


$
(137.66
)

$
161.77Weighted average units outstanding


125,922.1016



111,135.6454



97,726.0217   See accompanying notes to financial statements.
 29




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##### 



Abingdon Futures
    Fund L.P.


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


GeneralPartners


Partner


TotalPartners Capital at December 31, 2007

$
88,889,435


$
1,805,581


$
90,695,016Subscriptions of 60,151.8730 Redeemable Units and 889.6955
    General Partner unit equivalents


67,639,000



1,000,000



68,639,000Redemptions of 52,757.7969 Redeemable Units


(60,271,990
)






(60,271,990
)Net income (loss)


15,331,403



351,571



15,682,974Partners Capital at December 31, 2008


111,587,848



3,157,152



114,745,000Subscriptions of 50,991.4781 Redeemable Units and 945.3583
    General Partner unit equivalents


58,153,000



1,000,000



59,153,000Redemptions of 32,096.1158 Redeemable Units and 1,877.9696
    General Partner unit equivalents


(36,076,960
)


(1,982,873
)


(38,059,833
)Net income (loss)


(14,679,479
)


(372,709
)


(15,052,188
)Partners Capital at December 31, 2009


118,984,409



1,801,570



120,785,979Subscriptions of 46,787.6554 Redeemable Units and 189.5034
    General Partner unit equivalents


51,731,500



200,000



51,931,500Redemptions of 24,572.2721 Redeemable Units


(27,158,954
)






(27,158,954
)Net income (loss)


12,114,579



184,589



12,299,168Partners Capital at December 31, 2010

$
155,671,534


$
2,186,159


$
157,857,693    2008:

$
1,204.202009:

$
1,066.542010:

$
1,163.67
   See accompanying notes to financial statements.
 30




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##### 



Abingdon Futures
    Fund L.P.


    Notes to Financial Statements
    December 31, 2010
  1.
    Partnership
    Organization:  non-U.S.
              2.
    Accounting
    Policies:  Use of Estimates.
 31




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##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
    Statement of Cash
    Flows.
  Partnerships
    Investments.
  Partnerships Fair Value
    Measurements.
        Quoted Pricesin Active Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2010


sets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
161,648,425


$



$
161,648,425


$
Total fair value

$
161,648,425


$



$
161,648,425


$
   32




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  Quoted Pricesin Active Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2009


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
123,045,654


$



$
123,045,654


$
Total fair value

$
123,045,654


$



$
123,045,654


$
   Masters Investments and Fair Value
    Measurements.
  Income Taxes.
      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 filings and
    determined that there were no subsequent events requiring
    adjustment of or disclosure in the financial statements.  Net Income (Loss) per Unit.
  3.
    Agreements:    1 24
    1 6
 33




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
          month-end give-up 30-day 3-month
  4.  Trading
    Activities:
         34




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  5.
    Subscriptions,
    Distributions and Redemptions:    6.
    Offering and
    Organization Costs:      7.
    Financial
    Highlights:   2010


2009


2008Net realized and unrealized gains (losses)*

$
126.39


$
(107.51
)

$
222.04Interest income


0.96



0.79



11.65Expenses**


(30.22
)


(30.94
)


(71.92
)Increase (decrease) for the year


97.13



(137.66
)


161.77Net asset value per unit, beginning of year


1,066.54



1,204.20



1,042.43Net asset value per unit, end of year

$
1,163.67


$
1,066.54


$
1,204.20    *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees.  2010


2009


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


(7.4
)%


(7.6
)%


(6.9
)%Operating expenses


7.5
%


7.7
%


8.0
%Incentive fees



%



%


3.5
%Total expenses


7.5
%


7.7
%


11.5
%Total return:Total return before incentive fees


9.1
%


(11.4
)%


19.3
%Incentive fees



%



%


(3.8
)%Total return after incentive fees


9.1
%


(11.4
)%


15.5
%    ****
    
    Interest income less total expenses.   35




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  8.
    Financial
    Instrument Risks:  over-the-counter
           36




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
   37




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2010 to
    
    July 1, 2010 to
    
    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), expenses and interest income allocated from Master, net of brokerage
fees
    
    $
    5,827,417
    
    
    $
    3,132,612
    
    
    $
    2,553,355
    
    
    $
    4,572,776Net income (loss)
    
    $
    4,792,420
    
    
    $
    2,169,059
    
    
    $
    1,629,734
    
    
    $
    3,707,955Increase (decrease) in net asset
value per unit
    
    $
    35.71
    
    
    $
    16.93
    
    
    $
    13.36
    
    
    $
    31.13For 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
fees
    
    $
    (295,014
    )
    
    $
    360,500
    
    
    $
    (9,241,652
    )
    
    $
    (2,469,332
    )Net income (loss)
    
    $
    (1,082,423
    )
    
    $
    (487,520
    )
    
    $
    (10,103,617
    )
    
    $
    (3,378,628
    )Increase (decrease)
in net asset value
per unit
    
    $
    (9.57
    )
    
    $
    (4.76
    )
    
    $
    (90.64
    )
    
    $
    (32.69
    )
 38




---



##### 



To the Limited
    Partners of
    CMF Winton Master L.P.
    
  By:
    Walter Davis
    President and Director     Ceres Managed Futures LLC
    212-296-1999
 39




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 40




---



##### 



Report of Independent Auditors
 
   
 41




---



##### 



CMF Winton Master
    L.P.Statements of Financial ConditionDecember 31, 2010 and 2009
  2010


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

$
807,251,910


$
533,704,028Cash margin (Note 3c)


49,613,732



38,915,256Net unrealized appreciation on open futures contracts


23,451,496



144,283Net unrealized appreciation on open forward contracts


3,491,675



1,698,400Options purchased, at fair value (cost $46,200 and $34,613 at
    December 31, 2010 and 2009, respectively)


33,670



17,723Total assets

$
883,842,483


$
574,479,690Liabilities and Partners Capital:Liabilities:Options premium received, at fair value (premium $85,275 and
    $77,101 at December 31, 2010 and 2009, respectively)

$
65,795


$
40,733Accrued expenses:Professional fees


56,817



30,644Total liabilities


122,612



71,377Partners Capital:General Partner, 0.0000 unit equivalents at December 31,
    2010 and 2009






Limited Partners, 391,924.9266 and 298,540.2381 Redeemable Units
    outstanding at December 31, 2010 and 2009, respectively


883,719,871



574,408,313Total liabilities and partners capital

$
883,842,483


$
574,479,690Net asset value per unit

$
2,254.82


$
1,924.06   See accompanying notes to financial statements.
 42




---



##### 



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





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedCurrencies


3,180


$
9,643,771



1.09
%Energy


853



1,746,824



0.20Grains


1,967



6,773,822



0.77Indices


3,730



802,802



0.09Interest Rates U.S.


460



75,260



0.01Interest Rates
    Non-U.S.


2,060



180,335



0.02Livestock


258



440,485



0.05Metals


661



5,059,533



0.57Softs


466



1,890,590



0.21Total futures contracts purchased






26,613,422



3.01Futures Contracts SoldCurrencies


619



(1,141,369
)


(0.13
)Energy


237



(565,450
)


(0.06
)Indices


145



66,307



0.01Interest Rates U.S.


1,002



(480,409
)


(0.05
)Interest Rates
    Non-U.S.


1,369



(1,041,005
)


(0.12
)Total futures contracts sold






(3,161,926
)


(0.35
)Unrealized Appreciation on Open Forward ContractsCurrencies

$
28,330,202



473,215



0.05Metals


686



6,967,880



0.79Total unrealized appreciation on open forward contracts






7,441,095



0.84Unrealized Depreciation on Open Forward ContractsCurrencies

$
59,051,932



(318,217
)


(0.04
)Metals


382



(3,631,203
)


(0.41
)Total unrealized depreciation on open forward contracts






(3,949,420
)


(0.45
)Options PurchasedPutsIndices


75



33,670



0.00
*Total options purchased






33,670



0.00
*Options Premium ReceivedPutsIndices


75



(65,795
)


(0.01
)Total options premium received






(65,795
)


(0.01
)Total fair value





$
26,911,046



3.04
%     See accompanying notes to financial statements.
 43




---



##### 



CMF Winton Master
    L.P.Condensed Schedule of InvestmentsDecember 31, 2009
   Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedCurrencies


2,173


$
(1,932,735
)


(0.34
)%Energy


81



105,489



0.02Grains


396



285,441



0.05Indices


3,920



2,883,282



0.50Interest Rates U.S.


1,552



(374,223
)


(0.06
)Interest Rates
    Non-U.S.


4,180



(115,797
)


(0.02
)Livestock


76



38,000



0.01Metals


664



(417,248
)


(0.07
)Softs


356



476,861



0.08Total futures contracts purchased






949,070



0.17Futures Contracts SoldCurrencies


227



(127,300
)


(0.02
)Energy


192



(494,271
)


(0.09
)Grains


501



(17,304
)


(0.00
)*Indices


12



(10,333
)


(0.00
)*Interest Rates U.S.


180



44,187



0.01Interest Rates
    Non-U.S.


166



(31,275
)


(0.01
)Livestock


111



(56,000
)


(0.01
)Softs


129



(112,491
)


(0.02
)Total futures contracts sold






(804,787
)


(0.14
)Unrealized Appreciation on Open Forward ContractsMetals


310



2,433,189



0.43Total unrealized appreciation on open forward contracts






2,433,189



0.43Unrealized Depreciation on Open Forward ContractsMetals


163



(734,789
)


(0.13
)Total unrealized depreciation on open forward contracts






(734,789
)


(0.13
)Options PurchasedPutsIndices


65



17,723



0.00
*Total options purchased






17,723



0.00
*Options Premium ReceivedPutsIndices


65



(40,733
)


(0.01
)Total options premium received






(40,733
)


(0.01
)Total fair value





$
1,819,673



0.32
%     See accompanying notes to financial statements.
 44




---



##### 



CMF Winton Master
    L.P.Statements of Income and Expensesfor 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

$
97,108,793


$
(17,779,700
)

$
121,322,866Change in net unrealized gains (losses) on open contracts


25,087,960



(7,253,764
)


2,525,164Gain (loss) from trading, net


122,196,753



(25,033,464
)


123,848,030Interest income


772,036



409,649



5,909,704Total income (loss)


122,968,789



(24,623,815
)


129,757,734Expenses:Clearing fees


642,797



341,844



478,086Professional fees


121,381



55,604



35,866Total expenses


764,178



397,448



513,952Net income (loss)

$
122,204,611


$
(25,021,263
)

$
129,243,782Net income (loss) per unit (Note 6)

$
332.88


$
(95.69
)

$
453.53Weighted average units outstanding


366,445.3887



282,761.8879



291,655.3789   See accompanying notes to financial statements.
 45




---



##### 



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

$
457,045,133Net income (loss)


129,243,782Subscriptions of 85,029.5477 Redeemable Units


154,723,207Redemptions of 101,798.8498 Redeemable Units


(187,350,875
)Distribution of interest income to feeder funds


(5,909,704
)Partners Capital at December 31, 2008


547,751,543Net income (loss)


(25,021,263
)Subscriptions of 144,987.2822 Redeemable Units


282,055,852Redemptions of 117,441.5362 Redeemable Units


(229,968,170
)Distribution of interest income to feeder funds


(409,649
)Partners Capital at December 31, 2009


574,408,313Net income (loss)


122,204,611Subscriptions of 169,470.0690 Redeemable Units


343,898,266Redemptions of 76,085.3805 Redeemable Units


(156,019,283
)Distribution of interest income to feeder funds


(772,036
)Partners Capital at December 31, 2010

$
883,719,871Net asset value per unit:   2008:

$
2,021.262009:

$
1,924.062010:

$
2,254.82
   See accompanying notes to financial statements.
 46




---



##### 



CMF Winton Master
    L.P.


    Notes to Financial Statements
    December 31, 2010
  1.
    Partnership
    Organization:         47




---



##### 



CMF Winton Master
    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.
       48




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
    Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2010


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
23,451,496


$
23,451,496


$



$
Forwards


3,491,675



3,336,677



154,998



Options purchased


33,670



33,670







Total assets


26,976,841



26,821,843



154,998



LiabilitiesOptions premium received


65,795



65,795







Total liabilities


65,795



65,795







Total fair value

$
26,911,046


$
26,756,048


$
154,998


$
   Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
144,283


$
144,283


$



$
Forwards


1,698,400



1,698,400







Options purchased


17,723



17,723







Total assets


1,860,406



1,860,406







LiabilitiesOptions premium received


40,733



40,733







Total liabilities


40,733



40,733







Total fair value

$
1,819,673


$
1,819,673


$



$
   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.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 49




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
  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.    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
    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 its share of the Masters income and expenses.   50




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
      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:     51




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
        December 31, 2010AssetsFutures ContractsCurrencies

$
9,644,271Energy


1,844,471Grains


6,777,945Indices


1,799,439Interest Rates U.S.


204,140Interest Rates
    Non-U.S.


455,439Livestock


440,768Metals


5,063,713Softs


1,906,919Total unrealized appreciation on open futures contracts

$
28,137,105LiabilitiesFutures ContractsCurrencies

$
(1,141,869
)Energy


(663,097
)Grains


(4,123
)Indices


(930,330
)Interest Rates U.S.


(609,289
)Interest Rates
    Non-U.S.


(1,316,109
)Livestock


(283
)Metals


(4,180
)Softs


(16,329
)Total unrealized depreciation on open futures contracts

$
(4,685,609
)Net unrealized appreciation on open futures contracts

$
23,451,496
*   52




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
  December 31, 2010AssetsForward ContractsCurrencies

$
473,215Metals


6,967,880Total unrealized appreciation on open forward contracts

$
7,441,095LiabilitiesForward ContractsCurrencies

$
(318,217
)Metals


(3,631,203
)Total unrealized depreciation on open forward contracts

$
(3,949,420
)Net unrealized appreciation on open forward contracts

$
3,491,675
**AssetsOptions PurchasedIndices

$
33,670Total options purchased

$
33,670
***LiabilitiesOptions Premium ReceivedIndices

$
(65,795
)Total options premium received

$
(65,795
)****   *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Statements of Financial Condition.**
    
    This amount is in Net unrealized appreciation on open
    forward contracts on the Statements of Financial Condition.***
    
    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.  December 31, 2009AssetsFutures ContractsCurrencies

$
410,679Energy


128,203Grains


629,534Indices


3,222,389Interest Rates U.S.


639,524Interest Rates
    Non-U.S.


1,473,596Livestock


53,810Metals


771,738Softs


598,000Total unrealized appreciation on open futures contracts

$
7,927,473 53




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
  December 31, 2009LiabilitiesFutures ContractsCurrencies

$
(2,470,714
)Energy


(516,987
)Grains


(361,398
)Indices


(349,439
)Interest Rates U.S.


(969,559
)Interest Rates
    Non-U.S.


(1,620,668
)Livestock


(71,810
)Metals


(1,188,985
)Softs


(233,630
)Total unrealized depreciation on open futures contracts

$
(7,783,190
)Net unrealized appreciation on open futures contracts

$
144,283
*AssetsForward ContractsMetals

$
2,433,189Total unrealized appreciation on open forward contracts

$
2,433,189LiabilitiesForward ContractsMetals

$
(734,789
)Total unrealized depreciation on open forward contracts

$
(734,789
)Net unrealized appreciation on open forward contracts

$
1,698,400
**AssetsOptions PurchasedIndices

$
17,723Total options purchased

$
17,723
***LiabilitiesOptions Premium ReceivedIndices

$
(40,733
)Total options premium received

$
(40,733
)****   *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Statements of Financial Condition.**
    
    This amount is in Net unrealized appreciation on open
    forward contracts on the Statements of Financial Condition.***
    
    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. 54




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
     December 31, 2010


December 31, 2009Sector

Gain (Loss) from Trading


Gain (Loss) from TradingCurrencies

$
29,698,244


$
(3,376,768
)Energy


(13,842,877
)


(8,697,471
)Grains


12,296,993



1,313,879Indices


(2,685,317
)


(11,148,536
)Interest Rates U.S.


33,533,117



(3,881,924
)Interest Rates
    Non-U.S.


33,093,365



(1,931,326
)Livestock


28,404



1,189,446Lumber






(4,378
)Metals


26,377,845



2,572,570Softs


3,696,979



(1,068,956
)Total

$
122,196,753
*****

$
(25,033,464
)*****   *****
    
    This amount is in Gain (loss) from trading, net on
    the Statements of Income and Expenses.  5.
    Subscriptions,
    Distributions and Redemptions:    6.
    Financial
    Highlights:    2010


2009


2008Net realized and unrealized gains (losses)*

$
331.10


$
(97.03
)

$
433.13Interest income


2.12



1.51



20.53Expenses**


(0.34
)


(0.17
)


(0.13
)Increase (decrease) for the year


332.88



(95.69
)


453.53Distribution of interest income to feeder funds


(2.12
)


(1.51
)


(20.53
)Net asset value per unit, beginning of year


1,924.06



2,021.26



1,588.26Net asset value per unit, end of year

$
2,254.82


$
1,924.06


$
2,021.26   *
    
    Includes clearing fees.**
    
    Excludes clearing fees.  2010


2009


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


0.0
%****


0.0
%****


1.0
%Operating expenses


0.1
%


0.1
%


0.1
%Total return


17.3
%


(4.7
)%


28.6
%   ***
    
    Interest income less total expenses.****
    
    Due to rounding. 55




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2010
     7.
    Financial
    Instrument Risks:  over-the-counter Exchange-traded exchange-traded
           56




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2010 to
    
    July 1, 2010 to
    
    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
    
    $
    41,770,790
    
    
    $
    26,142,443
    
    
    $
    22,188,206
    
    
    $
    32,224,553Net income (loss)
    
    $
    41,730,356
    
    
    $
    26,114,191
    
    
    $
    22,152,876
    
    
    $
    32,207,188Increase (decrease) in net asset
value per unit
    
    $
    108.12
    
    
    $
    70.15
    
    
    $
    62.00
    
    
    $
    92.61For 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) net of clearing fees
including interest income
    
    $
    4,223,995
    
    
    $
    7,348,002
    
    
    $
    (31,808,843
    )
    
    $
    (4,728,813
    )Net income (loss)
    
    $
    4,195,801
    
    
    $
    7,339,274
    
    
    $
    (31,818,295
    )
    
    $
    (4,738,043
    )Increase (decrease) in net asset
value per unit
    
    $
    16.77
    
    
    $
    26.25
    
    
    $
    (120.99
    )
    
    $
    (17.72
    )
 57




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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 .
  58




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PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
      59




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##### 



60




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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
    
    
    1,878.6760
    
    
    
    1.4
    %
 Changes in control
 61




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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
 62




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Item 14. Principal Accountant Fees and Services.
 Audit Fees
 Deloitte
    
    PwC2010
    
    $
    60,700
    
    
    
    N/A2009
    
    $
    52,100
    (1)
    
    $
    17,800
    (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
   63




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PART IV
 Item 15. Exhibits, Financial Statement Schedules.
       3.1(a)
    
    Certificate of Limited Partnership of the Partnership as filed in the office of the
Secretary of State of the State of New York, dated November 1, 2005 (filed as Exhibit 3.1 to
the Registration on Form 10-12G filed on April 30, 2008 and incorporated herein by reference).
 (b)
    
    Certificate of Amendment to the Certificate of Limited Partnership as filed in the office of
the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit
3.1(b) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(c)
    
    Certificate of Amendment to the Certificate of Limited Partnership as filed in the office of
the Secretary of State of the State of New York, dated September 28, 2009 (filed as Exhibit
99.1 to the Form 8-K filed on September 29, 2009 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 June 30, 2010 (filed as Exhibit
3.1(d) to the Form 8-K filed on July 2, 2010 and incorporated herein by reference).3.2(a)
    
    Second Amended and Restated Agreement of Limited Partnership, dated December 21, 2009 (filed
as Exhibit 3.1 to the Form 8-K filed on December 23, 2009 and incorporated herein by
reference).10.1
    
    Customer Agreement between the Partnership, the General Partner and Citigroup
Global Markets Inc., dated April 29, 2008 (filed as Exhibit 10.2 to the Registration on Form
10-12G filed on April 30, 2008 and incorporated herein by reference).10.2(a)
    
    Management Agreement among the Partnership, the General Partner  and Winton
Capital Management Limited, dated November 21, 2006 (filed as Exhibit 10.1 to the Registration
on Form 10-12G filed on April 30, 2008 and incorporated herein by reference).(b)
    
    Letter from the General Partner extending Management Agreement with Winton Capital Management
Limited for 2010, dated June 1, 2010 (filed herein).10.3
    
    Agency Agreement between the Partnership, Citigroup Managed Futures LLC and Citigroup Global
Markets Inc., dated May 27, 2007 (filed as Exhibit 10.3 to the Registration on Form 10-12G
filed on April 30, 2008 and incorporated herein by reference).10.4
    
    Form of Subscription Agreement for Credit Suisse Securities LLC (filed as Exhibit 10.4 to the
Form 10-Q filed on November 16, 2009 and incorporated herein by reference).10.5
    
    Form of Subscription Agreement for Morgan Stanley Smith Barney LLC (filed as Exhibit 10.5 to the
Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
 64




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##### 



10.6
    
    Joinder Agreement among the General Partner, Citigroup Global Markets Inc., and Morgan
Stanley Smith Barney LLC dated as of June 1, 2009 (filed as Exhibit 10 to the Form 10-Q filed
on August 14, 2009 and incorporated herein by reference).16.1
    
    Letter dated July 23, 2009 from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission (filed as Exhibit 16.1 to the Form 8-K, filed on July 23, 2009 and incorporated
herein by reference).16.2
    
    Letter dated June 26, 2008 from KPMG LLP to the Securities and Exchange Commission (filed as
Exhibit 16.1 to the Form 8-K, filed on July 1, 2008 and incorporated herein by reference).
      65




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SIGNATURES
   By:
    Ceres Managed Futures LLC(General Partner)By:
    /s/ Walter DavisWalter Davis, 
President & Director
Date: March 31, 2011  /s/ Walter Davis

Walter Davis
    
    /s/ Michael McGrath

Michael McGrath
    
    /s/ Patrick T. Egan

Patrick T. EganPresident
and Director

Ceres Managed Futures LLC
    
    Director

Ceres Managed Futures LLC
    
    Director

Ceres Managed Futures LLCDate: March 31, 2011
    
    Date: March 31, 2011
    
    Date: March 31, 2011/s/ Jennifer Magro
    
    /s/ Douglas J. Ketterer
    
    /s/ Alper DagliogluJennifer Magro
    
    Douglas J. Ketterer
    
    Alper DagliogluChief
Financial Officer and Director
(Principal Accounting Officer)
Ceres Managed Futures LLC
    
    Director

Ceres Managed Futures LLC
Date: March 31, 2011
    
    Director

Ceres Managed Futures LLC

Date: March 31, 2011Date: March 31, 2011/s/ Ian Bernstein
    
    /s/ Harry HandlerIan Bernstein
    
    Harry HandlerDirector

Ceres Managed Futures LLC
    
    Director
Ceres Managed Futures LLCDate: March 31, 2011
    
    Date: March 31, 2011
    66