UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from  to
 Commission File Number 0-53210
 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
55 East 59th Street  10th Floor
New York, New York 10022
 
 (212) 559-2011
 
 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
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  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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##### 



1 6
  month-end give-up 30-day 3-month
 Financial Information about Industry Segments Selected Financial Data
 Narrative Description of Business
   3




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##### 



Financial Information About Geographic Areas
 Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller Reporting Companies
 Item 1A.
    
    Risk Factors.
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of their investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and3.
    
    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.
  4




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##### 



An investors tax liability may exceed cash distributions.
  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.
    Mutual Funds
    FINRA Settlement
  Auction Rate Securities
   Subprime-Mortgage Related Actions
  Credit Crisis Related 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
   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, 2009 -
October 31, 2009
    
    
    
    1,886.1600
    
    
    
    $
    1,055.86
    
    
    
    
    N/A
    
    
    
    
    N/ANovember 1, 2009 -
November 30, 2009
    
    
    
    3,561.1755
    
    
    
    $
    1,103.05
    
    
    
    
    N/A
    
    
    
    
    N/ADecember 1, 2009 -
December 31, 2009
    
    
    
    1,549.5890
    
    
    
    $
    1,066.54
    
    
    
    
    N/A
    
    
    
    
    N/A6,996.9245
    
    
    
    $
    1,082.24
 *
    
    Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of
each month on 10 days notice to the General Partner. Under certain circumstances, the General
Partner can compel redemption but 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. Item 6. Selected Financial Data.
  2009
    
    
    2008
    
    
    2007Net realized and unrealized trading gains (losses) net of
expenses allocated from Master, brokerage commissions
(including clearing fees) of $5,574,180, $5,061,166, and $2,526,887,
respectively
    
    $
    (11,732,036
    )
    
    $
    21,503,248
    
    
    $
    9,521,062Interest income including interest income allocated from Master
    
    
    86,538
    
    
    
    1,127,937
    
    
    
    1,825,352$
    (11,645,498
    )
    
    $
    22,631,185
    
    
    $
    11,346,414Net income (loss)
    
    $
    (15,052,188
    )
    
    $
    15,682,974
    
    
    $
    8,236,695Increase (decrease) in Net Asset Value per Unit
    
    
    (137.66
    )
    
    $
    161.77
    
    
    $
    42.43Net Asset Value per Unit
    
    $
    1,066.54
    
    
    $
    1,204.20
    
    
    $
    1,042.43Total assets
    
    $
    123,296,613
    
    
    $
    119,320,005
    
    
    $
    92,726,408
 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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##### 



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




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##### 



Financial Statements and Supplementary Data
  Capital Resources
   10




---



##### 



Results of Operations
           11




---



##### 



Off-Balance Sheet Arrangements  Contractual Obligations  Operational Risk
  12




---



##### 



Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Partnerships
Investments.
 Partnerships and Masters
Fair Value Measurements.
   13




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##### 



Futures Contracts.
 London Metals Exchange Forward Contracts.
 Options.
 Income Taxes.
   Subsequent
Events.
 Recent Accounting Pronouncements.
   14




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##### 



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Introduction
      Qualitative and Quantitative Disclosures About Market
Risk
 Quantifying the Partnerships/Masters Trading Value at Risk
      15




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##### 



The Masters Trading Value at Risk in Different Market Sectors
  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
    
    
    
    1,388,868Interest 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
    
    
    
    791,384Indices
    
    
    16,589,011
    
    
    
    2.89
    %
    
    
    16,589,011
    
    
    
    1,261,608
    
    
    
    6,511,470Total
    
    $
    34,559,620
    
    
    
    6.02
    %
 
 *
    
    Annual average based on of month-end Value at Risk.  December 31, 2008
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Currencies
    
    $
    4,842,125
    
    
    
    0.88
    %
    
    $
    6,844,904
    
    
    $
    2,234,600
    
    
    $
    4,333,162Energy
    
    
    1,417,010
    
    
    
    0.26
    %
    
    
    6,750,850
    
    
    
    581,600
    
    
    
    3,815,788Grains
    
    
    1,912,314
    
    
    
    0.35
    %
    
    
    4,647,430
    
    
    
    41,072
    
    
    
    2,278,577Interest Rates U.S.
    
    
    3,213,000
    
    
    
    0.59
    %
    
    
    4,165,350
    
    
    
    160,797
    
    
    
    2,234,433Interest Rates Non-U.S.
    
    
    6,633,201
    
    
    
    1.21
    %
    
    
    6,862,943
    
    
    
    1,875,349
    
    
    
    4,923,678Livestock
    
    
    87,200
    
    
    
    0.02
    %
    
    
    350,900
    
    
    
    32,205
    
    
    
    165,842Lumber
    
    
    1,100
    
    
    
    0.00
    %**
    
    
    5,400
    
    
    
    1,100
    
    
    
    2,500Metals
    
    
    1,408,458
    
    
    
    0.25
    %
    
    
    4,997,086
    
    
    
    797,395
    
    
    
    2,496,016Softs
    
    
    762,259
    
    
    
    0.14
    %
    
    
    2,273,575
    
    
    
    354,777
    
    
    
    896,692Indices
    
    
    1,768,247
    
    
    
    0.32
    %
    
    
    12,018,105
    
    
    
    1,433,950
    
    
    
    5,538,325Total
    
    $
    22,044,914
    
    
    
    4.02
    %
 
 *
    
    Annual average of month-end Value at Risk.**
    
    Due to Rounding. 16




---



##### 



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
 17




---



##### 



Energy
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     18




---



##### 



Item 8. Financial Statements and Supplementary Data .
 Abingdon Futures Fund L.P.
 INDEX TO FINANCIAL STATEMENTS
 Page
NumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4  F-8Statements of Financial Condition at December 31, 2009 and 2008
    
    F-9Statements of Income and Expenses for the years ended December
31, 2009, 2008 and for the period from February 1, 2007 (commencement
of trading operations) to December 31, 2007
    
    F-10Statements of Changes in Partners Capital for the years ended
December 31, 2009, 2008 and for the period from February 1,
2007
(commencement of trading operations) to December 31, 2007
    
    F-11Notes to Financial Statements
    
    F-12  F-23Selected Unaudited Quarterly Financial Data
    
    F-24Financial Statements of the Master:Oath or Affirmation
    
    F-25Reports of Independent Registered Public Accounting Firms
    
    F-26  F-28Statements of Financial Condition at December 31, 2009 and 2008
    
    F-29Condensed
Schedules of Investments at December 31, 2009 and 2008
    
    F-30  F-31Statements of Income and Expenses for the years ended December
31, 2009, 2008 and 2007
    
    F-32Statements of Changes in Partners Capital for the years ended
December 31, 2009, 2008 and 2007
    
    F-33Notes to Financial Statements
    
    F-34  F-43Selected Unaudited Quarterly Financial Data
    
    F-44
 F-1




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##### 



To the Limited
    Partners of
    Abingdon Futures Fund L.P.
    
  By:
    Jennifer Magro
    Chief Financial Officer and Director
    Ceres Managed Futures LLC
    General Partner,
    Abingdon Futures Fund L.P.  Ceres Managed Futures LLC    212-559-5046
 F-2




---



##### 



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




---



##### 



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control
 Integrated Framework
   F-4




---



##### 



Internal
Control  Integrated Framework
 
 F-5




---



##### 



Report of
Independent Registered Public Accounting Firm
 
 Internal
Control  Integrated Framework
  F-6




---



##### 



F-7




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-8




---



##### 



Abingdon Futures
    Fund L.P.

    Statements of Financial Condition
    December 31, 2009 and 2008
  2009


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

$
123,045,654


$
119,196,221Cash (Note 3c)


250,959



123,784Total assets

$
123,296,613


$
119,320,005Liabilities and Partners CapitalLiabilities:Accrued expenses:Brokerage commissions (Note 3c)

$
462,362


$
447,450Management fees (Note 3b)


204,490



197,963Administrative fees (Note 3a)


51,123



49,491Incentive fees (Note 3b)






379,396Professional fees


131,575



80,503Other (Note 6)


8,385



14,198Redemptions payable (Note 5)


1,652,699



3,406,004Total liabilities


2,510,634



4,575,005Partners Capital: (Notes 1 and 5)General Partner, 1,689.1726 and 2,621.7839 Unit equivalents
    outstanding at December 31, 2009 and 2008, respectively


1,801,570



3,157,152Limited Partners, 111,560.6462 and 92,665.2839 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2009 and 2008, respectively


118,984,409



111,587,848Total partners capital


120,785,979



114,745,000Total liabilities and partners capital

$
123,296,613


$
119,320,005   See accompanying notes to financial statements.
 F-9




---



##### 



Abingdon Futures
    Fund L.P.

    Statements of Income and Expenses
    for the years ended December 31, 2009, 2008
    and for the period from February 1, 2007
 (commencement of trading operations)
 to December 31, 2007
  2009


2008


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

$
(4,959,083
)

$
25,725,112


$
12,991,820Change in net unrealized gains (losses) on open contracts
    allocated from Master


(1,105,904
)


949,588



(825,721
)Interest income allocated from Master


86,538



1,127,937



1,825,352Expenses allocated from Master


(92,869
)


(110,286
)


(118,150
)Total income (loss)


(6,071,318
)


27,692,351



13,873,301Expenses:Brokerage commissions (Note 3c)


5,574,180



5,061,166



2,526,887Management fees (Note 3b)


2,465,031



2,240,263



1,118,553Incentive fees (Note 3b)






3,721,366



1,604,374Administrative fees (Note 3a)


616,256



560,066



279,637Professional fees


272,846



376,037



68,000Other


52,557



50,479



39,155Total expenses


8,980,870



12,009,377



5,636,606Net income (loss)

$
(15,052,188
)

$
15,682,974


$
8,236,695Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 7)

$
(137.66
)

$
161.77


$
42.43Weighted average units outstanding


111,135.6454



97,726.0217



56,062.0590   See accompanying notes to financial statements.
 F-10




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##### 



Abingdon Futures
    Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended December 31, 2009, 2008
    and for the period from February 1, 2007
    (commencement of trading operations)
    to December 31, 2007
  Limited


GeneralPartners


Partner


TotalInitial capital contributions, 1 Redeemable Unit of Limited
    Partnership Interest and General Partners contribution
    representing 1 Unit equivalent

$
1,000


$
1,000


$
2,000Proceeds from offering of 12,943.0000 Redeemable Units of
    Limited Partnership Interest (Note 1)


12,943,000







12,943,000Offering costs (Note 6)


(100,000
)






(100,000
)Opening Partners capital for operations


12,844,000



1,000



12,845,000Sale of 75,653.1994 Redeemable Units of Limited Partnership
    Interest and 1,731.0884 General Partner Unit equivalents


71,438,000



1,526,076



72,964,076Redemption of 3,325.9916 Redeemable Units of Limited Partnership
    Interest


(3,350,755
)






(3,350,755
)Net income (loss)


7,958,190



278,505



8,236,695Partners Capital at December 31, 2007


88,889,435



1,805,581



90,695,016Sale of 60,151.8730 Redeemable Units of Limited Partnership
    Interest and 889.6955 General Partner Unit equivalents


67,639,000



1,000,000



68,639,000Redemption of 52,757.7969 Redeemable Units of Limited
    Partnership Interest


(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



114,745,000Sale of 50,991.4781 Redeemable Units of Limited Partnership
    Interest and 945.3583 General Partner Unit equivalents


58,153,000



1,000,000



59,153,000Redemption of 32,096.1158 Redeemable Units of Limites
    Partnership Interest 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


$
120,785,979    2007:

$
1,042.432008:

$
1,204.202009:

$
1,066.54
   See accompanying notes to financial statements.
 F-11




---



##### 



Abingdon Futures
    Fund L.P.

    Notes to Financial Statements
    December 31, 2009
  1.
    Partnership
    Organization:  non-U.S.
               F-12




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    2.
    Accounting
    Policies:  Use of Estimates.
  Statement of Cash
    Flows.
  Partnerships
    Investments.
  Partnerships Fair Value
    Measurements.
  FAS No. 157-4,
   F-13




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    Quoted Pricesin Active Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2009


sets (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


$
   Quoted Pricesin Active Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
119,196,221


$



$
119,196,221


$
Total fair value

$
119,196,221


$



$
119,196,221


$
   Masters Investments.
  Masters Fair Value Measurements.
  non-exchange
 F-14




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    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 owned


17,723



17,723







Total Assets


1,860,406



1,860,406







LiabilitiesOptions written


40,733



40,733







Total Liabilities


40,733



40,733







Total fair value

$
1,819,673


$
1,819,673


$



$
   Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
6,936,356


$
6,936,356


$



$
Forwards


2,179,569



2,179,569







Total Assets


9,115,925



9,115,925







Total fair value

$
9,115,925


$
9,115,925


$



$
   Futures Contracts.
  London Metals Exchange Forward
    Contracts.
 F-15




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    Options. over-the-counter
  Income Taxes.
      e.
    Subsequent Events.  In 2009, the Partnership
    adopted ASC 855, Subsequent Events (formerly,
    FAS No. 165, Subsequent Events). The
    objective of ASC 855 is to establish general standards of
    accounting for and disclosure of events that occur after the
    balance sheet date but before financial statements are issued or
    available to be issued. Management has determined that there
    were no subsequent events requiring adjustment or disclosure in
    the financial statements.  Recent Accounting
    Pronouncements. No. 2010-06 2010-06), 2010-06 2010-06
 F-16




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  No. 2010-09 2010-09),
    Net Income (Loss) per Redeemable Unit.
  3.
    Agreements:    1 24
    1 6
        month-end
 F-17




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  give-up 30-day 3-month
  4.  Trading
    Activities:
         F-18




---



##### 



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

$
7,927,473December 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
*  *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Masters Statements of
    Financial Condition. F-19




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  December 31, 2009AssetsForward 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 OwnedIndices

$
17,723Total options owned

$
17,723
***LiabilitiesOptions WrittenIndices

$
(40,733
)Total options written

$
(40,733
)****   **
    
    This amount is in Net unrealized appreciation on open
    forward contracts on the Masters Statements of
    Financial Condition.***
    
    This amount is in Options owned, at fair value on
    the Masters Statements of Financial Condition.****
    
    This amount is in Options written, at fair value on
    the Masters Statements of Financial Condition. F-20




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
     December 31, 2009Sector

Gain (Loss) from TradingCurrencies

$
(3,376,768
)Energy


(8,697,471
)Grains


1,313,879Indices


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


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


(1,931,326
)Livestock


1,189,446Softs


(1,068,956
)Lumber


(4,378
)Metals


2,572,570Total

$
(25,033,464
)*****   *****
    
    This amount is in Gain (loss) from trading, net on
    the Masters Statements of Income and Expenses.  5.
    Subscriptions,
    Distributions and Redemptions:    6.
    Offering and
    Organization Costs:     F-21




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   7.
    Financial
    Highlights:    2009


2008


2007Net realized and unrealized gains (losses)*

$
(107.51
)

$
222.04


$
59.47Interest income


0.79



11.65



30.82Expenses**


(30.94
)


(71.92
)


(47.86
)Increase (decrease) for the period


(137.66
)


161.77



42.43Net Asset Value per Redeemable Unit, beginning of period


1,204.20



1,042.43



1,000.00Net Asset Value per Redeemable Unit, end of period


1,066.54



1,204.20



1,042.43Redemption/subscription value per Redeemable Unit versus Net
    Asset Value per Redeemable Unit










0.67Redemption/subscription value per Redeemable Unit, end of
    period***

$
1,066.54


$
1,204.20


$
1,043.10    *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions.***
    
    For the purpose of a redemption/subscription, any remaining
    accrued liability for reimbursement of offering and organization
    costs will not reduce redemption/subscription net asset value
    per redeemable unit.  2009


2008


2007Ratios to Average Net Assets:Net investment income (loss) before incentive fees****


(7.6
)%


(6.9
)%


(4.2
)%*****Operating expenses


7.7
%


8.0
%


7.5
%*****Incentive fees



%


3.5
%


2.7
%*****Total expenses


7.7
%


11.5
%


10.2
%*****Total return:Total return before incentive fees


(11.4
)%


19.3
%


6.1
%Incentive fees



%


(3.8
)%


(1.9
)%Total return after incentive fees


(11.4
)%


15.5
%


4.2
%    ****
    
    Interest income less total expenses.   *****
    
    Annualized.    8.
    Financial
    Instrument Risks:   F-22




---



##### 



Abingdon Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  over-the-counter
           F-23




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    April 1, 2009 to
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    June 30, 2009
    
    March 31, 2009Net realized and unrealized trading
gains (losses), expenses and interest income allocated from Master, net of brokerage
commissions
    
    $
    (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
    )For the period
    
    For the period
    
    For the period
    
    For the periodfrom
    
    from
    
    from
    
    fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains (losses), expenses and interest income allocated from Master, net
of brokerage
commissions
    
    $
    13,091,023
    
    
    $
    (9,415,300
    )
    
    $
    7,085,549
    
    
    $
    11,869,913Net income (loss)
    
    $
    11,759,091
    
    
    $
    (10,206,412
    )
    
    $
    5,112,950
    
    
    $
    9,017,345Increase (decrease)
in Net Asset Value
per Unit
    
    $
    119.17
    
    
    $
    (104.91
    )
    
    $
    48.77
    
    
    $
    98.74
 F-24




---



##### 



To the Limited
    Partners of
    CMF Winton Master L.P.
    
  By:
    Jennifer Magro
    Chief Financial Officer and Director     Ceres Managed Futures LLC
    212-559-2011
 F-25




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    F-26




---



##### 



Report of Independent Auditors
 
  
 F-27




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-28




---



##### 



CMF Winton Master
    L.P.
 Statements
    of Financial Condition
    December 31, 2009 and 2008
  2009


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

$
533,704,028


$
512,248,576Cash margin (Note 3c)


38,915,256



26,405,684Net unrealized appreciation on open futures contracts


144,283



6,936,356Net unrealized appreciation on open forward contracts


1,698,400



2,179,569Options owned, at fair value (cost $34,613 at December 31,
    2009)


17,723



Total assets

$
574,479,690


$
547,770,185Liabilities and Partners Capital:Liabilities:Options written, at fair value (premium $77,101 at December 31,
    2009)

$
40,733


$
Accrued expenses:Professional fees


30,644



18,642Total liabilities


71,377



18,642Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2009 and 2008






Limited Partners Capital, 298,540.2381 and 270,994.4921
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2009 and 2008, respectively


574,408,313



547,751,543Total liabilities and partners capital

$
574,479,690


$
547,770,185   See accompanying notes to financial statements.
 F-29




---



##### 



CMF Winton Master
    L.P.
 Condensed
    Schedule of Investments
    December 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 OwnedPutsIndices


65



17,723



0.00
*Total options owned






17,723



0.00Options WrittenPutsIndices


65



(40,733
)


(0.01
)Total options written






(40,733
)


(0.01
)Total fair value





$
1,819,673



0.32
%     See accompanying notes to financial statements.
 F-30




---



##### 



CMF Winton Master
    L.P.
 Condensed
    Schedule of Investments
    December 31, 2008
  Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedCurrencies


496


$
928,233



0.17
%Indices


5



1,935



0.00
*Interest Rates U.S.


2,417



4,977,464



0.91Interest Rates
    Non-U.S.


4,453



6,479,517



1.18Livestock


30



30,960



0.01Softs


97



218,297



0.04Total futures contracts purchased






12,636,406



2.31Futures Contracts SoldCurrencies


896



(3,144,184
)


(0.57
)Energy


208



727,901



0.13Grains


891



(2,623,430
)


(0.48
)Indices


252



(239,475
)


(0.05
)Interest Rates U.S.


58



(13,766
)


(0.00
)*Livestock


71



86,500



0.02Lumber


1



3,806



0.00
*Metals


90



(478,272
)


(0.09
)Softs


426



(19,130
)


(0.00
)*Total futures contracts sold






(5,700,050
)


(1.04
)Unrealized Appreciation on Open Forward ContractsMetals


276



2,996,261



0.55Total unrealized appreciation on open forward contracts






2,996,261



0.55Unrealized Depreciation on Open Forward ContractsMetals


138



(816,692
)


(0.15
)Total unrealized depreciation on open forward contracts






(816,692
)


(0.15
)Total fair value





$
9,115,925



1.67
%     See accompanying notes to financial statements.
 F-31




---



##### 



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


2008


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

$
(17,779,700
)

$
121,322,866


$
67,378,983Change in net unrealized gains (losses) on open contracts


(7,253,764
)


2,525,164



(3,420,940
)Gain (loss) from trading, net


(25,033,464
)


123,848,030



63,958,043Interest income


409,649



5,909,704



14,456,282Total income (loss)


(24,623,815
)


129,757,734



78,414,325Expenses:Clearing fees


341,844



478,086



861,888Professional fees


55,604



35,866



33,468Total expenses


397,448



513,952



895,356Net income (loss)

$
(25,021,263
)

$
129,243,782


$
77,518,969Net income (loss) per Redeemable Unit of Limited Partnership
    Interest (Notes 1 and 6)

$
(95.69
)

$
453.53


$
276.81Weighted average units outstanding


282,761.8879



291,655.3789



262,984.3411   See accompanying notes to financial statements.
 F-32




---



##### 



CMF Winton Master
    L.P.

    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2009, 2008 and 2007
  PartnersCapitalPartners Capital at December 31, 2006

$
272,883,158Net income (loss)


77,518,969Sale of 123,458.3915 Redeemable Units of Limited Partnership
    Interest


172,636,530Redemption of 35,253.7082 Redeemable Units of Limited
    Partnership Interest


(51,537,242
)Distribution of interest income to feeder funds


(14,456,282
)Partners Capital at December 31, 2007


457,045,133Net income (loss)


129,243,782Sale of 85,029.5477 Redeemable Units of Limited Partnership
    Interest


154,723,207Redemption of 101,798.8498 Redeemable Units of Limited
    Partnership Interest


(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
)Sale of 144,987.2822 Redeemable Units of Limited Partnership
    Interest


282,055,852Redemption of 117,441.5362 Redeemable Units of Limited
    Partnership Interest


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


(409,649
)Partners Capital at December 31, 2009

$
574,408,313Net Asset Value per Redeemable Unit of Limited Partnership
    Interest:   2007:

$
1,588.262008:

$
2,021.262009:

$
1,924.06
   See accompanying notes to financial statements.
 F-33




---



##### 



CMF Winton Master
    L.P.

    Notes to Financial Statements
    December 31, 2009
  1.
    Partnership
    Organization:       F-34




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2009
          2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities, income
    and expenses, and related disclosures of contingent assets and
    liabilities in the financial statements and accompanying notes.
    In making these estimates and assumptions, management has
    considered the effects, if any, of events occurring after the
    date of the Masters Statements of Financial Condition
    through the date the financial statements were issued. As a
    result, actual results could differ from these estimates.b.
    Statement of Cash Flows.  The Master is not
    required to provide a Statement of Cash Flows as permitted by
    ASC 230, Statement of Cash Flows (formerly,
    FAS No. 102, Statement of Cash Flows Exemption
    of Certain Enterprises and Classification of Cash Flows from
    Certain Securities Acquired for Resale).c.
    Masters Investments.  All commodity
    interests of the Master (including derivative financial
    instruments and derivative commodity instruments) are held for
    trading purposes. The commodity interests are recorded on trade
    date and open contracts are recorded at fair value (as described
    below) at the measurement date. Investments in commodity
    interests denominated in foreign currencies are translated into
    U.S. dollars at the exchange rates prevailing at the
    measurement date. Gains or losses are realized when contracts
    are liquidated. Unrealized gains or losses on open contracts are
    included as a component of equity in trading account on the
    Statements of Financial Condition. Realized gains or losses and
    any change in net unrealized gains or losses from the preceding
    period are reported in the Statements of Income and Expenses.  Masters Fair Value Measurements.
 F-35




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2009
    FAS No. 157-4,
    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 owned


17,723



17,723







Total Assets


1,860,406



1,860,406







LiabilitiesOptions written


40,733



40,733







Total Liabilities


40,733



40,733







Total fair value

$
1,819,673


$
1,819,673


$



$
   F-36




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2009
  Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
6,936,356


$
6,936,356


$



$
Forwards


2,179,569



2,179,569







Total Assets


9,115,925



9,115,925







Total fair value

$
9,115,925


$
9,115,925


$



$
   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 can not occur (such as the
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.e.
    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.  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
    short positions. When the contract is closed at the prompt date,
    the Master records a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because
    transactions in LME contracts require participants to make both
    initial margin deposits of cash or other assets and variation
    margin deposits, through the broker, directly with the LME,
    credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on metal contracts are included in
    the Statements of Income and Expenses. F-37




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2009
   g.
    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.h.
    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.      i.
    Subsequent Events.  In 2009, the Master adopted
    ASC 855, Subsequent Events (formerly, FAS No. 165,
    Subsequent Events). The objective of ASC 855 is to
    establish general standards of accounting for and disclosure of
    events that occur after the balance sheet date but before
    financial statements are issued or available to be issued.
    Management has determined that there were no subsequent events
    requiring adjustment or disclosure in the financial statements.j.
    Recent Accounting Pronouncements.  In January
    2010, the FASB issued Accounting Standards Update
    No. 2010-06
    (ASU
    2010-06),
    Improving Disclosures about Fair Value Measurements, which
    , among other things, amends ASC 820 to require entities to
    separately present purchases, sales, issuances, and settlements
    in their reconciliation of Level 3 fair value measurements
    (i.e. to present such items on a gross basis rather than on a
    net basis), and which clarifies existing disclosure requirements
    provided by ASC 820 regarding the level of disaggregation and
    the inputs and valuation techniques used to measure fair value
    for measurements that fall within either Level 2 or
    Level 3 of the fair value hierarchy. ASU
    2010-06 is
    effective for interim and annual periods beginning after
    December 15, 2009, except for the disclosures about
    purchases, sales, issuances, and settlements in the roll forward
    of activity in Level 3 fair value measurements (which are
    effective for fiscal years beginning after December 15,
    2010, and for interim periods within those fiscal years).
    Management is currently assessing the impact that the adoption
    of ASU
    2010-06 will
    have on the Masters financial statements disclosures.  No. 2010-09 2010-09),
  k.
    Certain prior period amounts have been reclassified to conform
    to current period presentation.  l.
    Net Income (Loss) per Redeemable Unit.  Net
    income (loss) per Redeemable Unit is calculated in accordance
    with investment company guidance. See footnote 6 for Financial
    Highlights. F-38




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##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2009
   3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:         F-39




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##### 



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




December 31,2009




2009Assets





AssetsFutures Contracts





Forward ContractsCurrencies

$
410,679


Metals

$
2,433,189Energy


128,203


Total unrealized appreciation on openGrains


629,534


forward contracts

$
2,433,189Indices


3,222,389


LiabilitiesInterest Rates U.S.


639,524


Forward ContractsInterest Rates
    Non-U.S.


1,473,596


Metals

$
(734,789
)Livestock


53,810


Total unrealized depreciation on openMetals


771,738


forward contracts

$
(734,789
)Softs


598,000


Net unrealized appreciation on openforward contracts

$
1,698,400
**Total unrealized appreciation on open futures contracts

$
7,927,473Liabilities





AssetsFutures Contracts





Options OwnedCurrencies

$
(2,470,714
)

Indices

$
17,723Energy


(516,987
)

Total options owned

$
17,723
***Grains


(361,398
)Indices


(349,439
)Interest Rates U.S.


(969,559
)

LiabilitiesInterest Rates
    Non-U.S.


(1,620,668
)

Options WrittenLivestock


(71,810
)

Indices

$
(40,733
)Metals


(1,188,985
)

Total options written

$
(40,733
)****Softs


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

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

$
144,283
*   *
    
    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 owned, at fair value on
    the Statements of Financial Condition.****
    
    This amount is in Options written, at fair value on
    the Statements of Financial Condition. F-40




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##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2009
     December 31, 2009Sector

Gain (Loss) from TradingCurrencies

$
(3,376,768
)Energy


(8,697,471
)Grains


1,313,879Indices


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


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


(1,931,326
)Livestock


1,189,446Softs


(1,068,956
)Lumber


(4,378
)Metals


2,572,570Total

$
(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:    2009


2008


2007Net realized and unrealized gains (losses)*

$
(97.03
)

$
433.13


$
220.96Interest income


1.51



20.53



55.98Expenses**


(0.17
)


(0.13
)


(0.13
)Increase (decrease) for the year


(95.69
)


453.53



276.81Distribution of interest income to feeder funds


(1.51
)


(20.53
)


(55.98
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


2,021.26



1,588.26



1,367.43Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
1,924.06


$
2,021.26


$
1,588.26   *
    
    Includes clearing fees.**
    
    Excludes clearing fees. F-41




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##### 



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


2008


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


0.0
%****


1.0
%


3.7
%Operating expenses


0.1
%


0.1
%


0.2
%Total return


(4.7
)%


28.6
%


20.2
%   ***
    
    Interest income less total expenses.****
    
    Due to rounding.    7.
    Financial
    Instrument Risks:  over-the-counter
       F-42




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##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2009
       F-43




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##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    April 1, 2009 to
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    June 30, 2009
    
    March 31, 2009Net realized and unrealized trading
gains (losses) net of brokerage
commissions and clearing fees
including interest income
    
    $
    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 Redeemable Unit
    
    $
    16.77
    
    
    $
    26.25
    
    
    $
    (120.99
    )
    
    $
    (17.72
    )For the period
    
    For the period
    
    
    
    
    
    For the periodfrom
    
    from
    
    For the period
    
    fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    from April 1, 2008
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    to June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    64,847,978
    
    
    $
    (37,683,528
    )
    
    $
    38,151,732
    
    
    $
    63,963,466Net income (loss)
    
    $
    64,838,710
    
    
    $
    (37,692,795
    )
    
    $
    38,142,296
    
    
    $
    63,955,571Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    241.14
    
    
    $
    (136.12
    )
    
    $
    129.68
    
    
    $
    218.83
 F-44




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##### 



Item 9. Changes in and
 Disagreements with Accountants on Accounting and Financial
Disclosure .
    Item 9A(T). Controls and Procedures.
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and (ii) the Partnerships receipts are handled and expenditures
are made only pursuant to authorizations of the General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
 Financial Statements and Supplementary
Data
  Item 9B. Other Information .
  19




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##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
         20




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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
 Principals
of the General Partner who own Redeemable Units
 Changes in control
 Item 13. Certain Relationship and Related Party Transactions, and Director Independence.
 Business Executive
Compensation.
 Item 14. Principal Accountant Fees and Services.
 Audit Fees
 Deloitte
    
    $  52,100PwC
    
    $145,400KPMG
    
    $    2,000
 Audit-Related Fees
 Tax Fees
 2009
    
    $20,0002008
    
    $13,700
 All Other Fees
   21




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##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules.
 (a)
    
    (1) Financial Statements:Statements of Financial Condition at December 31, 2009
and 2008.Statements of Income and Expenses for the year ended
December 31, 2009, 2008 and for the period from
February 1, 2007 (commencement of trading operations) to December 31, 2007.Statements of Changes in Partners Capital for the year
ended December 31, 2009, 2008 and for the
period from February 1, 2007 (commencement of trading operations) to December 31, 2007.Notes to Financial Statements.(2)
    
    Exhibits:
 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).3.2
    (a)
    
    Amended and Restated Limited Partnership Agreement, dated June 30, 2009 (filed as
Exhibit 3.2 to the Form 10-Q filed on November 16, 2009 and incorporated herein by
reference).(b
    )
    
    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, Citigroup Managed Futures LLC
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, Citigroup Managed Futures LLC 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 2009, dated June 5, 2008 (filed as Exhibit
10.14 to the Form 10-K filed on March 31, 2009 and incorporated herein by
reference).(c
    )
    
    Letter from the General Partner extending Management Agreement with
Winton Capital Management Limited for 2009, dated June 9, 2009 (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 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 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).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).
      22




---



##### 



SIGNATURES
   By:
    
    Ceres Managed Futures
LLC
(General Partner)By:
    
    /s/ Jerry Pascucci

Jerry Pascucci, President & Director
  /s/ Jerry Pascucci
    
    /s/ Shelley Deavitt UllmanJerry Pascucci
    
    Shelley Deavitt UllmanPresident and Director
 Ceres Managed Futures LLC
    
    Director
 Ceres Managed Futures LLC/s/ Jennifer Magro
    
    /s/ Daryl DewbreyJennifer Magro
    
    Daryl DewbreyChief Financial Officer and Director
(Principal Accounting Officer)
 Ceres Managed Futures LLC
    
    Director
 Ceres Managed Futures LLC/s/ Raymond NolteRaymond NolteDirector
 Ceres Managed Futures LLC
    23