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                       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, 2001
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-23950

                       -----------------------------------

                        KENMAR PERFORMANCE PARTNERS L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEW YORK                                       11-2751509
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

       TWO AMERICAN LANE, P.O. BOX 5150, GREENWICH, CONNECTICUT 06831-8150
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 861-1000

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          LIMITED PARTNERSHIP INTERESTS
                                (TITLE OF CLASS)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                              ---    ---

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The registrant has no outstanding voting or non-voting common equity.

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PART I

ITEM 1.  BUSINESS

         The discussion below and elsewhere in this Form 10-K contains "certain
forward-looking statements" (as such term is defined in Section 21E of the
Securities Exchange Act of 1934 (the "1934 Act")) that are based on the beliefs
of the Fund, as well as assumptions made by, and information currently available
to, the Fund. A number of important factors could cause the Fund's actual
growth, results, performance and business prospects and opportunities in 2002
and beyond to differ materially from those expressed in, or implied by, any such
forward-looking statements. These factors include, without limitation, the
factors described below and elsewhere in this Form 10-K.

OVERVIEW

         Kenmar Performance Partners L.P. (the "Fund") is a limited partnership
(the "Partnership") under the New York Revised Limited Partnership Act. The Fund
maintains its principal office at Two American Lane, P.O. Box 5150, Greenwich,
Connecticut 06831-8150, with a telephone number of (203) 861-1000. The Fund is
engaged in the speculative trading of commodities, futures contracts, forward
contracts, foreign exchange commitments, swap contracts, spot (cash) commodities
and other derivative products pertaining to any of the foregoing, in the United
States of America and elsewhere throughout the world, which are referred to as
commodity interests. The Fund trades commodity interests through the retention
of independent commodity trading advisors, which are referred to as advisors.
The objective of the Fund's business is appreciation of its assets through the
speculative trading of commodity interests. To achieve this purpose, the Fund is
also authorized to purchase the interests of other entities engaged in the
business of trading commodity interests.

         In September 1985, the Fund began a private placement of units of
limited partnership interests in reliance on exemptions under the Securities Act
of 1933, as amended (the "1933 Act") including Section 4(2) and Rule 506 of
Regulation D promulgated thereunder. Units are offered monthly at a price per
unit equal to the then-current Net Asset Value per unit, with a minimum
subscription of $26,250 for new investors other than individual retirement
accounts ("IRAs") and qualified retirement plans and Keogh Plans ("Plans") and
$10,500 for IRAs, Plans and existing unitholders of the Fund, which amounts
include selling commissions of $1,250 and $500, respectively, unless waived in
whole or in part. Since the Fund began the private placement in 1985, through
March 15, 2002, 23,791 units have been sold for a total of $265,038,978.
Effective March 31, 2000, the Fund terminated its offering of new Units. In
February 2002, the General Partner (as defined herein) decided to discontinue
the operations of the Partnership effective March 31, 2002. The General Partner
(as defined herein) anticipates making final redemption payments to partners in
April 2002.

         "Net Asset Value" is defined as total assets of the Fund less total
liabilities as determined in accordance with the principles set forth in the
Second Restatement of the Limited Partnership Agreement of the Fund, dated
September 1, 1993, as amended January 15, 1996, or where no such principles are
specified therein, in accordance with United States generally accepted
accounting principles applied on a consistent basis. The term "Net Asset Value
Per Unit" is defined in the partnership agreement to mean the Net Asset Value of
the Fund divided by the number of units issued and outstanding as of the date of
computation. Investors receive a Confidential Private Placement Memorandum and
Disclosure Document (the "Disclosure Document") which sets forth the material
terms of the investment and is updated every nine (9) months or earlier if there
is a material change, as required by the regulations promulgated under the
Commodity Exchange Act (the "CE Act"), and filed with the Commodity Futures
Trading Commission (the "CFTC") in compliance with its Regulations.


                                       2
<PAGE>

         Since September 1985, the Fund has engaged in the speculative trading
of commodity interests and will continue to do so until March 31, 2002. The
partnership agreement also provides that, after having been a unitholder for six
months and upon ten business days prior written notice, a unitholder may require
the Fund to redeem all or part of its units effective as of the close of
business on the last day of any month at the Net Asset Value thereof on such
date. In addition, pursuant to the partnership agreement, Kenmar may, in its
sole discretion on 10 days' written notice or without notice under certain
circumstances, require any unitholder to withdraw all or a portion of such
unitholder's capital contribution from the Fund.

         The Fund's General Partner is Kenmar Advisory Corp., a Connecticut
corporation. The General Partner is owned equally and indirectly by Kenneth A.
Shewer and Marc S. Goodman, the sole directors of the General Partner. In
accordance with the provisions of the CE Act and the rules of the National
Futures Association (the "NFA"), the General Partner is registered as a
commodity pool operator, the advisors are registered as such and the commodity
brokers required to be registered as futures commission merchants are registered
as such, each subject to regulation by the CFTC. Each is also a member of the
NFA in its respective capacity. In addition, the Fund has hired the Volatility
Hedge Program of Stonebrook Structured Products, LLC ("Stonebrook"), an overlay
program designed to hedge the positions of traditional trend-following programs
during periods identified by Stonebrook's systems as "high risk." As of October
22, 2001, the Partnership terminated its relationship with Stonebrook.

         The General Partner, to the exclusion of the unitholders, manages and
conducts the business of the Fund. The General Partner (1) selects and monitors
the independent advisors and the commodity brokers; (2) allocates and/or
reallocates assets of the Fund among the advisors; (3) determines if an advisor
or commodity broker should be removed or replaced; (4) negotiates management
fees, incentive fees and brokerage commissions; (5) determines its own
compensation; and (6) performs such other services as the Fund may from time to
time request, except that all trading decisions are made by the advisors
retained by Kenmar. In addition, the General Partner selects the commodity
brokers that will clear trades for the advisors. Refco, Inc. and ING (U.S.)
Securities, Futures & Options Inc. are currently the Fund's futures commission
merchants, and Refco Capital Markets Ltd. ("Refco Capital Markets") is the
Fund's foreign exchange dealer (Refco, ING BARINGS Futures & Options Clearing
Services and Refco Capital Markets are collectively referred to herein as the
"commodity brokers").

         The Fund itself does not have any employees. Rather, the General
Partner employs 35 persons as of March 15, 2002 and provides the Fund with the
services of research, fund administration, client support (marketing), legal,
and management information systems and analysis personnel to conduct its
operational activities.

         The General Partner believes that the most effective means of
controlling the risks of trading commodity interests is through a diversified
portfolio of advisors. In general, the General Partner has sought to produce
high returns while controlling risk through the selection of two or more
advisors, often with diverse trading methodologies. The General Partner's
ability to manage the Fund is dependent upon an informed and aggressive
management style, one that identifies and acts quickly and decisively on
shifting market trends. Market conditions must dictate the selection of a
portfolio of advisors and the reallocation of assets among the advisors.
Therefore, when market conditions suggest that an alternative trading style or
methodology might be better suited to the current market environment, the
General Partner alters the portfolio of advisors or the allocation of assets
among the advisors, without prior notice to, or the approval of, the
unitholders.



                                       3
<PAGE>

         The Fund is not an operating company with "traditional" income or
expenses. It is a stand-alone investment vehicle that offers investors the
opportunity to participate in commodity interest trading under the guidance of
professional advisors.

FEES AND EXPENSES

         Due to the General Partner's active and dynamic allocation and
reallocation of the Fund's assets, the fees and expenses set forth below are
subject to change at any time. Accordingly, the following fees and expenses are
the current fees charged and expenses of the Fund as of March 15, 2002.

         FEES TO THE GENERAL PARTNER. The General Partner (1) manages and
operates the Fund, (2) manages and monitors the Fund's portfolio of advisors,
(3) pays all of the ordinary operating and administrative expenses of the Fund
(except those described under "Legal Fees and Expenses" below), and (4) pays
appropriately registered selling agents continuing compensation. To compensate
the General Partner for the foregoing, the Fund pays the General Partner an
administrative fee equal to 0.0833% (1% annually) of the prior month's beginning
Net Asset Value of the Fund. Ordinary administrative expenses include, but are
not limited to, accounting, auditing, record keeping, administration, computer
and clerical expenses (including expenses incurred in preparing reports and tax
information to unitholders and regulatory authorities, printing and duplication
expenses and mailing expenses), and other expenses incurred by such persons and
by the General Partner and its affiliates in providing services to the Fund.

         ADVISORY MANAGEMENT FEES. The Fund pays each advisor a monthly
management fee ranging from 0.0% to 1/12 of 2% (0% to 2% per year) of the Net
Asset Value of the assets allocated to each advisor for management, referred to
as an advisor's portion, prior to reduction for the management fee.

         ADVISORY INCENTIVE FEES. Except as provided in the following sentence,
the Fund pays each advisor an incentive fee ranging from 10% to 25% of the net
new trading profits generated by the advisor through the trading of its
advisor's portion. Except with respect to Stonebrook (the General Partner
receives 100% of the incentive fees payable to Stonebrook), the General Partner
does not receive any portion of the fees payable to any advisor. The Fund may
enter into substantially similar compensation arrangements with other advisors.

         The net new trading profits, which are the net trading profits earned
on an advisor's portion, excluding interest or interest equivalent income,
decreased by brokerage commissions (paid and change, if any, in accrued), and
decreased by the management fee, if any, with all such items determined from the
first day of the calendar quarter that immediately follows the last calendar
quarter for which an incentive fee was earned by the advisor (or, if no
incentive fee was earned previously by the advisor, from the date such advisor
was allocated its advisor's portion) to the close of business on the last day of
the calendar quarter with respect to which such incentive fee calculation was
made, generated by an advisor on its advisor's portion generally equals:

         -    the net trading profits (realized and the change, if any, in
              unrealized) earned on the advisor's portion, excluding interest or
              interest-equivalent income,

         -    decreased by brokerage commissions paid and the change, if any, in
              accrued, and

         -    decreased by the management fee, if any.

         All of the above items will be determined from (1) the first day of the
calendar quarter that immediately follows the last calendar quarter for which an
incentive fee was earned by the advisor or (2) if no incentive fee was earned
previously by the advisor, from the date the advisor was allocated its




                                       4
<PAGE>

advisor's portion, to the close of business on the last day of the calendar
quarter for which the incentive fee calculation is being made.

         Any incentive fees paid to an advisor will be retained by it even if
that advisor subsequently experiences losses. The Fund will not pay additional
incentive fees to an advisor that has experienced losses, until those loss
carryforwards have been recovered. An advisor's loss carryforward will be
proportionately reduced for any withdrawals from such advisor of either notional
or actual funds.

         Because each advisor receives an incentive fee on its performance, it
is possible that one or more advisors may receive incentive fees during the same
time in which the Fund and other advisors sustain a net loss. In addition, if an
advisor is retained after the Fund has suffered a net loss, that advisor might
receive an incentive fee based on trading profits it earns even though some or
all of those trading profits were merely a recovery of a loss carryforward
previously incurred by the advisors that earlier managed the Fund's assets.

         The advisor's incentive fees are subject to equal allocation among
investors even though investors may have purchased their units at different
times. Therefore, such costs are not reflective of each investor's investment
experience, but of the Fund's performance as a whole. By allocating the expenses
equally among investors, the Fund is able to maintain a uniform Net Asset Value
per Unit.

         INVESTEE POOL FEES. If the Fund invests in an investee pool, the Fund
will be responsible for its pro rata share of any fees, expenses or charges of
that investee pool. Currently, the Fund is not invested in any investee pool.

         BROKERAGE COMMISSIONS. Commodity brokerage commissions for futures
trades are typically paid on the completion or liquidation of a trade and cover
both the purchase or sale of a futures contract and the subsequent offsetting
sale or purchase (each, a "roundturn transaction"). The Fund's current brokerage
expenses range from $9.56 to $30 per roundturn transaction, plus non-member
exchange fees and NFA transaction fees. United States exchange fees (including
NFA fees) range from approximately $1.24 to $2.84 per roundturn transaction.
Foreign exchange fees range from approximately $1.18 to $16 per roundturn
transaction, except that foreign exchange fees on certain Japanese financial
instruments are $55 per roundturn transaction. For managing the Fund's
investment with the advisors, the General Partner and/or its affiliate will
receive from the brokers a portion of the brokerage commissions paid by the
Fund. Each of the commodity brokers retains no more than $10 per roundturn
transaction and the ING BARINGS Futures & Options Clearing Services retains no
more than $5.75 per roundturn transaction. The General Partner receives the
remainder of such fees as partial compensation for managing the Fund.

         The General Partner may in its sole discretion negotiate brokerage
commissions with other commodity brokers or foreign exchange dealers on such
terms as it deems in the best interest of the Fund. Those agreements may or may
not be similar to the above brokerage arrangements.

         LEGAL FEES AND EXPENSES. The Fund will be responsible for all legal
fees, expenses and disbursements incurred by the Fund. These expenses may
include outside counsel's telephone, mail, fax and copying charges, as well as
the Fund's filing fees, whether paid by the General Partner or outside counsel.
Legal fees for the calendar year ended December 31, 2001 were approximately
$28,000.

         EXTRAORDINARY EXPENSES. The Fund will be responsible for all
extraordinary expenses (e.g., litigation expenses) incurred on its behalf. As of
the date of this report, the Fund has not paid, and does not anticipate paying,
any extraordinary expenses.




                                       5
<PAGE>

         OTHER EXPENSES OF THE UNITHOLDERS. Although not an expense of the Fund,
upon initially investing in the Fund, investors may be subject to a selling
commission payable to independent selling agents. The selling commission may be
equal to up to 5% of the Net Asset Value per Unit at which the units were
purchased, unless the payment of all or any portion of such amount is waived by
the selling agent.

         INTEREST ON ASSETS. Each month, the Fund receives all interest or
interest-equivalent income actually earned on the Fund's assets during that
month.

         The following chart reflects the actual fees and expenses for the
periods presented. See "Selected Financial Data" below.


<TABLE>
<CAPTION>
                                     2001        2000       1999       1998        1997
                                    ------      ------    ------     -------     -------
                                                         (IN THOUSANDS)
<S>                                 <C>         <C>       <C>        <C>         <C>
Brokerage Commissions               $2,282      $6,572    $9,130     $12,437     $16,884
Management Fees                        431       1,008     2,114       2,320       2,721
Incentive Fees                         281         801       854       6,600       1,417
General Partner's
Administrative
Fee for Operating Expenses              99         235       618         646         949
Other Expenses                          29          46        98         100         137
</TABLE>


CONFLICTS OF INTEREST

THE GENERAL PARTNER

         Each broker pays to the General Partner and/or its affiliates a portion
of the brokerage commissions paid by the Fund to the brokers. This arrangement
creates a conflict of interests for the General Partner (1) between its
responsibility to minimize brokerage commissions and its interest in increasing
its income through higher fees, and (2) in selecting advisors who trade more
actively over advisors who trade less actively. In addition, the General Partner
maintains business relationships with certain advisors and brokers. The General
Partner has a conflict of interest between its responsibility to negotiate and
minimize brokerage commissions and its desire to maintain these business
relationships.

         The General Partner is authorized under the partnership agreement to
set the compensation it receives for its services as general partner of the
Fund. As such, the General Partner has a conflict of interest between limiting
fees paid by the Fund and generating fees for itself.

         The General Partner and its affiliates currently manage other commodity
pools and managed accounts. The General Partner may be subject to conflicting
demands in respect of allocating management time, services and other functions
between the General Partner's activities on behalf of the Fund and the General
Partner's activities on behalf of other investors, commodity pools, managed
accounts and/or trading advisors. Additionally, the General Partner may find it
more difficult to maintain the quality of these services as the amount of its
assets under management grows. The General Partner also may have a conflict of
interest between its responsibility to select the best commodity trading
advisors for the Fund and its responsibility to select the best commodity
trading advisors for the other commodity pools and managed accounts for which it
serves as manager.

         The General Partner and its affiliates are compensated for providing
marketing services to certain commodity trading advisors, including some of the
advisors, and for arranging to have assets placed under the management of such
advisors. In addition, a substantial amount of the assets under the management
of certain advisors are assets of pools and accounts managed by the General
Partner or an



                                       6
<PAGE>

affiliate. This could have an influence on how these advisors do business with
the General Partner and the Fund. In allocating the Fund's assets among advisors
and in determining which advisors to retain or dismiss, the General Partner may
have a conflict of interest between allocating funds to trading advisors that
have a business relationship with the General Partner or its affiliates, and
allocating funds to trading advisors that do not have a business relationship
with the General Partner.

         The General Partner and its affiliates, principals, directors, officers
or employees, referred to as related persons, do not trade commodities for their
own accounts, although it is possible that they may do so in the future. If they
do, you will not have access to the records of their trading. If the General
Partner or a related person were to trade for their own accounts, they could
take positions either similar or opposite to positions taken by the Fund. In
addition, the Fund and the General Partner or a related person could from time
to time be competing for similar commodities. Orders placed by the General
Partner or a related person to trade commodities for their proprietary accounts
may reach the market either before or after similar orders are placed for the
Fund and this difference in timing may result in the Fund receiving less or more
favorable prices than the prices received by such proprietary accounts. Neither
the General Partner nor any related person places orders for any advisor and,
therefore, neither the General Partner nor any related person has control over
such timing. It is also possible that the positions taken by the proprietary
accounts of the General Partner or its related persons may not be held for the
same period of time as the positions taken by the Fund. Thus, it is unlikely
that trading results in the General Partner's and the related persons'
proprietary accounts would be the same as the performance in the Fund's account.

THE ADVISORS

         The advisors may manage other commodity pools and managed accounts and
trade for their own proprietary accounts. Since some of the advisors are trading
and will continue to trade other pools and accounts, those advisors may be
subject to conflicting demands in respect of allocating management time,
services and other functions between the Fund and those other pools and
accounts. In particular, an advisor may have a conflict of interest when
rendering advice to the Fund because it may be compensated differently for
managing other pools and accounts than for the Fund's account. The advisors may
have financial incentives to favor such other accounts over the Fund. However,
each advisor has agreed in its advisory agreement that it will not deliberately
favor other accounts over the Fund.

         An advisor may in the future develop trading methods or strategies for
trading commodities similar to or different from those employed and traded on
behalf of the Fund's account. Other accounts managed by the advisor pursuant to
those strategies may take positions similar to or opposite from positions taken
by the Fund. No assurance can be given that the trading results in the other
accounts managed by the advisor will be the same as the performance in the
Fund's account.

         Some of the advisors or their employees currently trade commodities for
their own accounts, and any or all could do so in the future. You will not have
access to the records of such proprietary trading. The advisors' proprietary
trading activity could differ from the Fund's trading activity. For example, the
trading positions taken and the length of time such positions are held by the
Fund could differ from those taken with respect to an advisor's proprietary
accounts. In addition, the advisors' proprietary accounts could be charged
brokerage commissions in a significantly different form and amount than those
charged the Fund and, as a result, could be more or less likely to modify,
liquidate or open a position for that account than for the Fund's account.
Orders for trades for an advisor's proprietary accounts could be placed either
before or after similar orders are placed for the Fund's account, and this
difference in timing could result in the Fund's account receiving less favorable
(or more favorable) prices than those received by the advisor's proprietary
accounts. No assurance can be given that the trading results in an advisor's
proprietary accounts will be similar to the performance in the Fund's account.


                                       7
<PAGE>

         The CFTC and certain U.S. commodity exchanges have established
"speculative position limits" that limit the net long or net short speculative
position any person may control in a particular commodity on any day. An advisor
and its affiliates may, on any day, reach the established position limits in a
given commodity for all or a portion of its accounts and, therefore, might be
unable to trade that commodity for the Fund in the same manner it otherwise
would. The Fund is unable to determine what effect an advisor's inability to
trade a commodity as a result of speculative position limits would have on the
Fund's performance results.

THE BROKERS

         The brokers effect transactions for other customers, including public
and private commodity pools, from time to time. A broker's other customers may
compete with the Fund's transactions, including the priority of order entry. In
addition, employees of the brokers may trade for their own accounts. Since the
identities of the purchaser and seller of a commodity are typically not
disclosed until after the trade, the brokers may effect transactions for the
Fund in which the other parties to the transactions are the broker's officers,
directors, employees, customers, or affiliates. Such persons may compete with
the Fund in making purchases or sales of commodities without knowing that the
Fund is also bidding on such commodities. Since orders are filled in the order
in which they are received by a particular floor broker, transactions for any of
those persons might be executed when similar trades for the Fund are not
executed or are executed at less favorable prices. However, in entering orders
for the Fund and its other customer accounts, each broker has agreed to use its
good faith and best efforts to treat all of its accounts equitably. In addition,
CFTC regulations prohibit a futures commission merchant from utilizing its
knowledge of one customer's trades for its own or its other customers' benefit.

RECOURSE BY UNITHOLDERS

         In evaluating the potential and actual conflicts of interest described
above, you should be aware that the General Partner has a responsibility to each
unitholder to exercise good faith and fairness in all dealings affecting the
Fund. The responsibility of a general partner to limited partners is a changing
area of the law. You should consult your legal counsel if you have questions
regarding the General Partner's duties. In the event that you believe that the
General Partner has violated its responsibilities, you may seek legal relief for
yourself and all other similarly situated unitholders or on behalf of the Fund
under applicable laws to recover damages from, or to require an accounting by,
the General Partner. Furthermore, you are afforded certain rights to institute
reparation proceedings under the CE Act for violations of the CE Act or of any
rule, regulation or order of the CFTC by the General Partner, a commodity
broker, or a foreign exchange dealer subject to regulation under the CE Act. You
also may institute legal proceedings in court against the General Partner, the
brokers or an advisor for certain violations of the CE Act or rules, regulations
or orders of the CFTC.

         Excessive trading of an account has been held to constitute a violation
of the antifraud provisions of the CE Act. You should be aware, however, that it
may be difficult to establish that the Fund's account has been excessively
traded due to the broad trading discretion given to the General Partner in the
partnership agreement and the advisors in the advisory agreements, the
exculpatory provisions in the partnership agreement and in the advisory
agreements, and the lack of definitive standards in judicial and administrative
decisions as to what constitutes excessive trading.

         Under the exculpatory provisions of the partnership agreement, the
General Partner will not be liable to the Fund or to any of the unitholders for
its conduct, unless its actions constitute fraud, willful misconduct, gross
negligence or bad faith. As a result, you may have a more limited right of
action than you would if the partnership agreement did not contain such
limitations.



                                       8
<PAGE>

         The Fund has agreed to indemnify the General Partner and its
shareholders, officers, directors, employees, and agents for the General
Partner's conduct taken as the general partner of the Fund or in connection with
the partnership agreement, provided that such person's conduct did not
constitute willful malfeasance or gross negligence and was done in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Fund.

         In any action brought by a unitholder on behalf of the Fund, the
General Partner and its affiliates may be indemnified only to the extent and
subject to the conditions specified in the New York Revised Limited Partnership
Act. Also, indemnification of the General Partner and its affiliates by the Fund
may be limited for losses and liabilities resulting from violations of federal,
state or foreign securities law in connection with the offer or sale of units.

         The CFTC has issued a statement of policy relating to indemnification
of officers and directors of a futures commission merchant (such as each of the
commodity brokers) and its controlling persons. The CFTC takes the position that
the determination of whether or not such an indemnification is consistent with
the policies expressed in the CE Act will be made by the CFTC on a case-by-case
basis.

COMMODITY INVESTMENT TRADING AND THE ADVISORS

         The profitability of commodity trading depends in large part upon the
accurate forecasting of price moves or trends in commodities. No assurance can
be given as to the accuracy of an advisor's forecasts or that an advisor's
trading methods, strategies or decisions will be successful. Competing trading
approaches and analysis methods are discussed below.

SYSTEMATIC AND DISCRETIONARY TRADING APPROACHES

         A systematic trader primarily relies on trading programs or models that
generate trading signals. Although the systems are changed from time to time
(typically infrequently), the trading instructions generated by the advisor's
system are usually followed without significant additional analysis or
interpretation. However, systematic traders do make decisions concerning which
markets to follow and which commodities to trade, whether to liquidate a
position in a contract that is about to expire, whether to engage in an exchange
of futures for physical ("EFP") transaction, and how large a position to take in
a particular commodity. Although a systematic trader's judgment on these issues
may affect a trader's performance, the trader's performance will primarily be
based on the system used to generate signals.

         A discretionary trader makes all trading decisions on the basis of its
own judgment. Although a discretionary trader may use computer programs,
fundamental analysis and market charts to assist its decision-making process, it
generally will make its trading decisions based on "trading instinct" rather
than trading signals generated by a systematic program or model.

         Both systematic and discretionary trading approaches necessarily
involve risks, including the possibility that a trader will incur substantial
losses because it has misjudged a market. Systematic traders sometimes fail to
capitalize on market trends that their systems have identified due to the
judgmental decisions they make in applying their automated trading systems. On
the other hand, discretionary traders may enter trades that would not be
signaled by a system, possibly resulting in significant losses.

TECHNICAL AND FUNDAMENTAL ANALYSIS

         Many commodity trading advisors use varying mixtures of technical and
fundamental analysis. Fundamental analysis is based on a study of factors
external to the trading markets that affect supply and demand of a particular
commodity in an attempt to predict future price levels. The factors considered


                                       9
<PAGE>

include governmental policies, national and international political and economic
events, changing trade prospects and similar factors that affect the supply and
demand for a particular commodity. A limiting factor in the use of fundamental
analysis is that the analyst may not have knowledge of all of the pertinent
factors affecting supply and demand of a particular commodity, and prices may be
affected by factors the analyst did not consider.

         Technical analysis, to the contrary, attempts to examine objective data
(such as actual daily, weekly, and monthly price fluctuations, volume
variations, and changes in open interest and other related mathematical,
statistical, or quantitative data) to predict commodity prices. A limiting
factor in the use of technical analysis is that a technical approach generally
requires price movement data that can be translated into price trends sufficient
to dictate a market entry or exit decision. No assurance can be given as to the
existence of major price moves. Moreover, a technical trading method or strategy
will not be profitable if there are no price moves or trends of the kind the
method or strategy seeks to identify and follow. In the past, the markets have
endured sustained periods without discernible trends and, presumably, such
periods will continue to occur in the future. Periods without such price moves
may produce losses. In addition, any factor that would lessen the prospect of
major trends occurring in the future (such as increased governmental control of
or participation in a market) may reduce the prospect that a particular trading
method will be profitable in the future. Finally, a technical trading approach
may underperform other trading approaches when fundamental factors dominate
price moves within a given commodity market.

         Regardless of whether a trader uses fundamental analysis, technical
analysis, some combination of the two or some other method, any factor that
would make it more difficult to execute trades at desired prices in accordance
with the signals of that trading method (such as a significant lessening of
liquidity in a particular market) would be detrimental to profitability. Also,
many commodity trading advisors may utilize similar analyses in making trading
decisions, possibly resulting in a bunching of buy and sell orders. When that
occurs, the Fund may find it more difficult to take or liquidate a position.

TREND-FOLLOWING TRADERS

         "Trend-followers" employ a trading approach that seeks to take
advantage of major price movements, while other traders seek profitability by
making numerous small trades on a short-term basis or by using various arbitrage
techniques. Because trend-followers assume that most of their trades will be
unprofitable, they must make large profits from major trends to offset the
numerous, smaller losses they incur. During periods when no major price trends
develop in a market, a trend-follower will likely incur substantial losses.

ADDITIONAL MATTERS

         The development of a commodity trading strategy is a continual process.
As a result of ongoing analysis and research into the performance of an
advisor's methods, changes may have been made from time to time in the specific
manner in which these trading methods evaluate price movements in various
commodities, and it is likely that similar revisions will be made in the future.
In other words, the trading methods that an advisor may use in the future might
differ from those presently being used. In addition, each advisor may trade any
available commodity or in any market -- whether inside or outside of the U.S.
-- it chooses, even if the advisor has never previously traded that commodity or
in that market. However, you will not be informed of any changes in an advisor's
trading methods, unless the General Partner is informed of that change and
considers it a material change. Additionally, as discussed above, trading
decisions of discretionary advisors require a substantial exercise of judgment.
The decision not to trade certain commodities or not to make certain trades may
result at times in missing price moves and profits




                                       10
<PAGE>
of great magnitude, which other trading managers who are willing to trade these
commodities may be able to capture.

         Certain advisors may also engage in transactions in physical
commodities, including EFPs. An EFP is a transaction permitted under the rules
of many futures exchanges in which two parties holding futures positions may
close out their positions without making an open, competitive trade on the
exchange. Generally, the holder of a short futures position sells the physical
commodity. The prices at which such transactions are executed are negotiated
between the parties, and such prices may, under certain circumstances, vary
significantly from the actual prices at which the transactions are traded on the
relevant exchanges.

SYNOPSIS OF THE ADVISORS

         The independent advisors are responsible for making the trading
decisions for the Fund. In addition, effective October 1, 2000, the Fund hired
Stonebrook's Volatility Hedge Program, an overlay program designed to hedge the
positions of traditional trend-following programs during periods identified by
Stonebrook's systems as "high risk." As of October 22, 2001, the Partnership
terminated its relationship with Stonebrook.

         The independent advisors have prepared the following descriptions.
These descriptions are summaries and are therefore qualified in their entirety
by reference to the detailed descriptions contained in the independent advisors'
disclosure documents, copies of which may be obtained by a prospective investor
upon request to the General Partner. Due to the confidential and/or proprietary
nature of most of the information, such as trading methods and strategies and
the performance tables, the General Partner is relying on the independent
advisors for the accuracy thereof.

         THE MAJOR INDEPENDENT ADVISORS. The Commodity Futures Trading
Commission only requires disclosure of major advisors, i.e., those allocated at
least ten percent of the Fund's assets. Set forth below is a brief description
of the portfolio of major advisors trading for the Fund as of March 15, 2002,
which differs in part from the portfolio of advisors in 2001.

         CRABEL CAPITAL MANAGEMENT, L.L.C. The sole principal of Crabel Capital
Management, L.L.C. ("Crabel") is Toby Crabel. Crabel employs a multi-system,
countertrend and momentum-based approach designed to profit on the markets'
shortest-term price patterns. Signals are exclusively based off analyses of
intra- and inter-day price data. Crabel will use different systems in each
individual market based on the market's liquidity, historical profitability and
volatility. In all cases, however, the countertrend and momentum strategies are
given equal weightings; there is no bias given to any approach. All trades are
accompanied by profit and time stops with profit stops based on a percent of the
daily average price range. Currently the portfolio is weighted equally between
global interest rates, currencies, global stock indices and traditional
commodity markets.

         SHERIDAN INVESTMENTS INCORPORATED. Donald M. Newell, Philip G. Hubbard
and Richard Morrison are the sole managing principals of Sheridan Investments
Incorporated ("Sheridan"). Mr. Newell has also been a principal of LaSalle
Portfolio Management, Inc., a registered commodity trading advisor and commodity
pool operator, since 1984. The approach used to direct the trading for Sheridan
focuses on exchange-traded futures and options on U.S. fixed income investments,
seeking to add value to a long fixed income portfolio through a variety of
option-related strategies. Risk is managed by monitoring market volatility, as
well as through defensive option strategies designed to limit potential losses.
As of June 2000, the Partnership terminated its relationship with Sheridan.



                                       11
<PAGE>

         IXORCAP. IXORCAP is a limited liability company organized under French
law ("IXORCAP"). Olivier Dozat, Herve d' Halluin and Veronique Courlier are the
principals of IXORCAP. IXORCAP utilizes a technical trading system which
attempts to detect trends in price movements from future contracts. Technical
trading systems seek to establish positions and to exit the market and/or
establish reverse positions when the favorable trend either reverses or does not
materialize. Because of the nature of futures markets, prices frequently appear
to be trending when the market is, in fact, without a trend. In addition, a
trading system may identify markets as trending favorably to a particular
position even though actual market performance thereafter is the reverse of the
trend identified.

         CLARKE CAPITAL MANAGEMENT, INC. Michael J. Clarke is the president and
sole principal of Clarke Capital Management, Inc. ("CCM"). The general trading
strategy of CCM is trend following. Each of its trading models generates its own
entry and exit signals and trades both sides of the market (long and short). The
models vary from intermediate through long-term to very long-term in time-frame
focus. None of the models has been custom tailored to any individual market or
group of markets.

         WINTON CAPITAL MANAGEMENT, LIMITED is a United Kingdom company which
has three principals, David W. Harding, Osman Murgian and Martin J. Hunt. Winton
employs a proprietary, technical, trend-following trading system. This system
tracks the daily price movements from various markets around the world, and
carries out certain computations to determine each day how long or short the
portfolio should be to maximize profit within a certain range of risk. If rising
prices are anticipated, a long position will be established; a short position
will be established if prices are expected to fall.

         STONEBROOK. Stonebrook Structured Products is a New York-based
financial engineering firm founded by Dr. Jerome Abernathy in 1993. Since then,
the group has evolved into an asset management and consulting firm managing more
than $380 million in a variety of investment strategies, many of them customized
for individual clients. Utilizing a team approach, Stonebrook focuses on
developing solution-based investment strategies for its clients. Stonebrook's
Volatility Hedge Program (VHP) is an options-based technical system designed to
reduce the risk associated with trend-following portfolios. VHP is employed as
an overlay to protect profits against market reversals. As of October 22, 2001,
the Partnership terminated its relationship with Stonebrook.

         Dr. Jerome Abernathy is managing partner at Stonebrook. Prior to
starting Stonebrook in 1993, Dr. Abernathy was director of research at Moore
Capital Management in New York. Prior to joining Moore, he was manager of the
analytical trading group at Merrill Lynch in New York. He began his career at
Morgan Stanley where he was a trader in the analytical proprietary trading
group. Dr. Abernathy holds a Ph.D. in Electrical Engineering and Computer
Science from the Massachusetts Institute of Technology where he also attended
the Sloan School of Management.

THE BROKERS

         The General Partner has responsibility for selecting and monitoring the
Fund's brokers. The General Partner has selected Refco, Inc. and ING BARINGS
Futures & Options Clearing Services as the




                                       12
<PAGE>

Fund's commodity brokers and Refco Capital Markets Ltd. as the Fund's foreign
exchange dealer. The Fund has received the information below from each of the
brokers. Accordingly, the Fund makes no representation as to the completeness,
accuracy, or adequacy of the following disclosures.

THE COMMODITY BROKERS

         REFCO, INC. Refco, Inc. ("Refco") is an Illinois corporation with a
principal place of business at 111 West Jackson Boulevard, Chicago, Illinois
60604-3593, with a telephone number of (312) 930-6500. Refco is registered as a
futures commission merchant with the CFTC and is a member of the NFA in such
capacity.

         According to Refco, as of December 31, 2001, neither Refco nor any of
its principals have been the subject of any administrative, civil, or criminal
action, whether pending, on appeal, or concluded, within the preceding five
years that Refco would deem material for purposes of Part 4 of the Regulations
of the CFTC, except as follows:

         On December 20, 1994, Refco settled a CFTC administrative proceeding
(In the Matter of Refco, Inc., CFTC Docket No. 95-2) in which Refco was alleged
to have violated certain financial reporting, recordkeeping and segregation
provisions of the CE Act and CFTC regulations as a result of some reporting and
investment practices of Refco during 1990 and 1991. Without any hearing on the
merits of the CFTC allegations and without admitting any of the allegations,
Refco settled the matter and agreed to payment of a $1.25 million civil penalty,
entry of a cease and desist order, and appointment of an independent consultant
to review Refco's financial manual.

         On January 23, 1996, Refco settled a CFTC administrative proceeding (In
the Matter of Refco, Inc., CFTC Docket No. 96-2) in which Refco was alleged to
have violated certain segregation and supervision requirements and prior cease
and desist orders. The CFTC allegations concerned Refco's consolidated margining
of certain German accounts which were maintained at Refco from 1989 through
April 1992. Refco simply executed and cleared transactions for these accounts in
accordance with client instructions; Refco had no role in raising funds from
investors or in the trading decisions for these accounts. Refco had received
what it considered appropriate authorization from the controlling shareholder of
the accounts' promoters to margin the accounts and transfer funds between and
among the accounts on a consolidated basis. The CFTC maintained that Refco
should not have relied upon such authorizations for the final consolidation of
the accounts. Without admitting any of the CFTC allegations or findings, Refco
settled the proceeding and agreed to payment of a $925,000 civil penalty, entry
of a cease and desist order, and implementation of certain internal controls and
procedures.

         On May 24, 1999, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 99-12) in which Refco was alleged to have
violated certain order taking, recordkeeping, and supervisory rules. The CFTC
allegations pertained to the period from January 1995 through December 1995 in
which Refco took trading instructions from an independent introducing
broker/broker-dealer that had discretionary trading authority over approximately
70 accounts. Without any hearing on the merits and without admitting any of the
allegations, Refco settled the proceeding and agreed to payment of a $6 million
civil penalty, entry of a cease and desist order, funding of a study on order
entry and transmission procedures, and a review of its compliance policies and
procedures related to its handling of trades by floor and back office personnel.

         GNI INCORPORATED. GNI, Inc. ("GNI") is an Illinois corporation with its
principal place of business at 30 S. Wacker Drive, Suite 2009, Chicago, Illinois
60606. GNI is registered with the Commodity Futures Trading Commission as a
futures commission merchant and is a member of the National Futures Association.



                                       13
<PAGE>

         As of December 31, 2001, there has not been a material administrative,
civil or criminal action, whether pending, on appeal or concluded, involving the
Futures Commission Merchant or its principals within the preceding five years
that GNI would deem material for purposes of Part 4 of the Commodity Futures
Trading Commission Regulations.

THE FOREIGN EXCHANGE DEALER

         REFCO CAPITAL MARKETS, LTD. Refco Capital Markets, Ltd., a wholly owned
subsidiary of the Refco Group Ltd., LLC is organized under the laws of Bermuda.
Refco Capital Markets, Ltd. maintains its principal office at Suite 542, 48
Par-La-Ville Road, Hamilton HM11, Bermuda, and a telephone number of (441)
295-6960.

ITEM 2.  PROPERTIES

         The Fund does not own or lease any physical properties. The Fund's
office is located within the office of the General Partner at Two American Lane,
P.O. Box 5150, Greenwich, CT 06831-8150.

ITEM 3.  LEGAL PROCEEDINGS

         Neither the Fund nor the General Partner is a party to any material
pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
fourth quarter of 2001.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is no established public trading market for the units. There were
approximately 247 holders of units at March 15, 2002. Pursuant to the
partnership agreement, distributions of profits, if any, will be made at the
sole discretion of the General Partner. As of March 15, 2002 the General Partner
had not made, and the General Partner does not currently intend to make, any
distributions.

         In September 1985, the Fund commenced a private placement of units in
reliance on exemptions under the 1933 Act, including Section 4(2) and Rule 506
of Regulation D promulgated thereunder. Similar reliance has been placed on
available exemptions from securities qualification requirements under applicable
state securities laws. Units are offered monthly at a price per unit equal to
the then current Net Asset Value per unit, with a required minimum subscription
of $26,250 for new investors other than IRAs and Plans and $10,500 for IRAs,
Plans and existing unitholders, which amounts include selling commissions of
$1,250 and $500, respectively, unless waived in whole or in part. A subscriber
may subscribe for units in excess of the foregoing minimum amount in increments
of $1,000. As of the date hereof, units are continuing to be offered, and there
is no maximum number of units that may be purchased or sold.

         During the fourth quarter of 2001, no units were sold.



                                       14
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

         The following selected financial data of the Fund has been derived from
the Fund's financial statements for each of the years 1997 through 2001, which
were audited by independent certified public accountants. The auditor's report
of Arthur F. Bell, Jr. & Associates, L.L.C. on the Fund's statements of
financial position at December 31, 2001, 2000 and 1999 and the related
statements of operations and changes in partners' capital (net asset value) for
each of the three years in the period ended December 31, 2001 are included
elsewhere herein.


<TABLE>
<CAPTION>
                                                   2001            2000          1999           1998           1997
                                                 --------       --------       --------       --------       --------
<S>                                              <C>            <C>            <C>            <C>            <C>
Operations Data:
Realized Gains (Losses) ...................      $  1,794       $ (1,829)      $ (4,461)      $ 33,752       $  9,630
Change in Unrealized ......................        (1,307)         1,813         (2,871)        (3,744)         3,796
Interest Income ...........................           270          1,071          2,603          3,618          4,981
Brokerage Commissions .....................         2,282          6,572          9,130         12,437         16,884
Management Fees ...........................           431          1,008          2,114          2,320          2,721
Incentive Fees ............................           281            801            854          6,600          1,417
General Partner's  Administrative  Fee
     for Operating Expenses ...............          --
                                                       99            235            618            646            949
Other Expenses ............................            29             46             98            100            137
Net Income (Loss) .........................        (2,366)        (7,608)       (17,543)        11,523         (3,701)
Net Income (Loss) Per Unit (Based on
     Weighted Average Number of Units
     Outstanding ..........................        (1,833)        (3,622)        (4,951)         2,735           (567)
Increase (Decrease) in Net Asset
     Value Per Unit .......................        (1,881)        (4,121)        (5,297)         2,711           (308)

</TABLE>


<Table>
<Caption>
                                                       YEAR ENDED DECEMBER 31,
                                     -----------------------------------------------------
                                      2001        2000       1999        1998        1997
                                     ------      ------     ------      ------     -------
                                             (IN THOUSANDS EXCEPT FOR AMOUNTS PER UNIT)
<S>                                  <C>         <C>        <C>         <C>        <C>
Financial Position Data......
General Partner's Capital....          $74         $144       $631        $914       $769
Limited Partners' Capital....        6,415       11,224     35,058      64,362     66,626
Total Partners' Capital......        6,489       11,368     35,689      65,276     67,395
Net Asset Value per Unit.....        5,769        7,650     11,770      17,068     14,357
</Table>

                                       15
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


         The discussion below and elsewhere in this Form 10-K contains certain
"forward-looking statements" (as such term is defined in Section 21E of the 1934
Act) that are based on the beliefs of the Fund, as well as assumptions made by,
and information currently available to, the Fund. A number of important factors
could cause the Fund's actual growth, results, performance and business
prospects and opportunities in 2002 and beyond to differ materially from those
expressed in, or implied by, any such forward-looking statements. These factors
include, without limitation, the factors described below and elsewhere in this
Annual Report on Form 10-K.

OVERVIEW

         The assets of the Fund are used to engage, directly or indirectly, in
the speculative trading of commodity interests.

         The assets of the Fund are deposited with the commodity brokers in
trading accounts established by the Fund for the advisors and are used by the
Fund as margin to engage in trading. Such assets are held in either a
non-interest bearing bank account or in securities approved by the CFTC for
investment of customer funds. In addition, certain of the Fund's assets may also
be placed in a custodian account with a cash manager to maximize the interest
earned on assets not committed as margin.

         CAPITAL RESOURCES

         The Fund does not have, nor does it expect to have, any capital assets.
Redemptions and sales of additional units in the future will affect the amount
of funds available for trading commodity interests in subsequent periods. None
of the Fund's assets are committed to overhead or operational expenses.

         There are three factors that affect the Fund's capital resources: (1)
the trading profit or loss generated by the advisors (including interest
income); (2) the money invested or redeemed by the unitholders; and (3) the
capital invested or redeemed by the General Partner. The General Partner has
maintained, and has agreed to maintain, at all times a capital account in such
amount, up to a total of $500,000, as is necessary for the General Partner to
maintain a one percent (1%) interest in the capital, income and losses of the
Fund. All capital contributions by the General Partner necessary to maintain
such capital account balance shall be evidenced by units of general partnership
interests, each of which shall have an initial value equal to the Net Asset
Value per Unit at the time of such contribution. The General Partner, in its
sole discretion, may withdraw any excess above its required capital contribution
without notice to the unitholders. The General Partner, in its sole discretion,
may also contribute any greater amount to the Fund, for which it shall receive,
at its option, additional units of general partnership interests or Units at
their then-current Net Asset Value.

         RESULTS OF OPERATIONS

         The Fund incurs substantial charges from the payment of management
and/or incentive fees to the advisors and administrative fees to the General
Partner which are payable based upon the Net Asset Value of the Fund and are
payable without regard to the profitability of the Fund. The brokerage
commissions to the commodity brokers are also payable without regard to the
profitability of the Fund, although under certain circumstances such commissions
have been, and may continue to be, higher when advisors experience profits and
as a result increase their trading activity. As a result, in certain years the
Fund may have incurred a net loss when trading profits were not substantial
enough to avoid depletion of the Fund's assets from such fees and expenses.
Thus, due to the nature of the Fund's business, the success of the




                                       16
<PAGE>

Fund is dependent upon the ability of the advisors to generate trading profits
through the speculative trading of commodity interests sufficient to produce
capital appreciation after payment of all fees and expenses.

         In 1999, Commodity Trading Advisors ("CTAs") and the managed futures
industry as a whole experienced their worst annualized performance since 1994.
Trend-following CTAs had a particularly difficult time owing to a marked lack of
trends in all but a few markets. However, for many commodities trading advisors,
the fourth quarter of 2000 proved to be a very favorable period, as these trends
were of sufficient magnitude and duration to lift many trading advisors into
positive territory for the year. For the industry as a whole it was one of the
strongest performance periods in recent history.

         In general, CTAs analyze the movement of prices in the commodity and
financial futures markets to identify trends and the opportunities for profit
which accompany them. Because a CTA can take long or short positions in the
futures markets, the direction of a trend is less important than the existence
of a trend itself. A CTA has the potential to general profits when prices are
identified as trending downward, by going short or selling ahead of a price
decline, and when prices appear to be trending upward, by going long or buying
ahead of the rise in price. When prices are moving sideways (i.e., with little
movement up or down) or are exhibiting significant short-term volatility (such
as rapid intra-day or inter-day price swings) trends are few and far between,
and CTA profits can be flat or negative.

         In 2001, results were dominated by a declining interest rate
environment and the terrorist attacks of September 11. The Board of Governors
of the Federal Reserve Board cut interest rates eleven times during the first
ten months and provided one of the few consistent trends for industry CTAs in an
otherwise difficult trading environment. Stock prices, which were volatile in
the first half of 2001, declined significantly after September 11 and bond
prices also experienced severe declines in mid November which threatened to undo
most of the profitability in the financial sector. The Partnership experienced
its heaviest losses in stock indices and energy, which offset any gains held in
the financials and pushed the fund into losses in November and December.

         The following paragraphs present a summary of the Fund's operations for
the calendar years 1999 through 2001 and a general discussion of the Fund's
trading activities in certain markets during such period. It is important to
note, however, that (1) the advisors trade in various markets at different times
and that prior activity in a particular market does not mean that such markets
will be actively traded by an advisor or will be profitable in the future and
(2) the advisors trade independently of each other using different trading
systems and may trade different markets with various concentrations at various
times. Consequently, the results of operations of the Fund can only be discussed
in the context of the overall trading activities of the Fund, the advisors'
trading activities on behalf of the Fund as a whole and how the Fund has
performed in the past.

         As of December 31, 2001, the Net Asset Value of the Partnership was
$6,488,973, a decrease of approximately 42.92% from its Net Asset Value of
$11,367,894 at December 31, 2000. The Partnership's 2001 subscriptions and
redemptions totaled $0 and $2,512,975, respectively. For the year ended December
31, 2001, the Partnership had revenues comprised of $1,794,331 in realized
gains, ($1,306,941) in unrealized losses and $270,082 in interest income. For
that same year, the Partnership had expenses consisting of $2,282,284 in
brokerage commissions, $431,476 in management fees, $281,348 in incentive fees,
$99,409 in General Partner's administrative fees and $28,902 in other expenses.
This resulted in the Partnership having net losses of ($2,365,946). The Net
Asset Value per Unit at December 31, 2001 decreased 24.58% from $7,649.82 at
December 31, 2000 to $5,769.31 at December 31, 2001. The Fund's trading losses
during 2001 resulted primarily from losses in currencies, global stock indices,
energies and metals.




                                       17
<PAGE>

         As of December 31, 2000, the Net Asset Value of the Partnership was
$11,367,894, a decrease of approximately 68.15% from its Net Asset Value of
$35,688,878 at December 31, 1999. The Partnership's 2000 subscriptions and
redemptions totaled $50,000 and $16,762,534, respectively. For the year ended
December 31, 2000, the Partnership had revenues comprised of $(1,829,339) in
realized losses, $1,813,300 in unrealized gains and $1,070,571 in interest
income. For the same year, the Partnership had expenses consisting of $6,572,337
in brokerage commissions, $1,007,719 in management fees, $801,239 in incentive
fees, $235,478 in General Partner's administrative fees and $46,209 in other
expenses. This resulted in the Partnership having net losses of $7,608,450. The
Net Asset Value per Unit at December 31, 2000 decreased 35.01% from $11,770.46
at December 31, 1999 to $7,649.82 at December 31, 2000. The Fund's trading
losses in 2000 were primarily due to positions in global interest rates,
energies, metals and grains.

         As of December 31, 1999, the Net Asset Value of the Fund was
$35,688,878, a decrease of approximately 45.33% from its Net Asset Value of
$65,276,130 at December 31, 1998. The Fund's 1999 subscriptions and redemptions
totaled $1,923,122 and $13,967,250, respectively. For the year ended December
31, 1999, the Fund had revenues comprised of $(4,461,303) in realized losses,
$(2,871,454) in unrealized losses and $2,603,113 in interest income. For that
same year, the Fund had expenses consisting of $9,129,970 in brokerage
commissions, $2,114,161 in management fees, $853,963 in incentive fees, $617,880
in the General Partner's administrative fees and $97,506 in other expenses. This
resulted in the Fund having net losses of $17,543,124. The Fund's trading losses
in 1999 were primarily realized in European and Pacific Rim interest rates,
European and U.S. stock indices and tropicals. The Net Asset Value per Unit at
December 31, 1999 decreased 31.04% from $17,067.65 at December 31, 1998 to
$11,770.46 at December 31, 1999.

         Past performance is not indicative of future results. As a result, any
recent increases in realized or unrealized trading losses may have no bearing on
any results that may be obtained in the future.

         To enhance the foregoing comparison of results of operations from year
to year, readers of the Annual Report should examine the Statements of Financial
Condition and Operations for the years discussed above, which are included
herein.

         LIQUIDITY

         Although there is no public market for the Units, a Limited Partner may
redeem his Units in the Fund as of any month-end occurring six months or more
after such investment was made.

         With respect to the Fund's trading, in general, the Fund's advisors
will trade only commodity interests that have sufficient liquidity to enable
them to enter and close out positions without causing major price movements.
Notwithstanding the foregoing, most United States commodity exchanges limit the
amount by which certain commodities may move during a single day by regulations
referred to as "daily price fluctuation limits" or "daily limits." Pursuant to
such regulations, no trades may be executed on any given day at prices beyond
the daily limits. The price of a futures contract has occasionally moved the
daily limit for several consecutive days, with little or no trading, thereby
effectively preventing a party from liquidating his position. While the
occurrence of such an event may reduce or effectively eliminate the liquidity of
a particular market, it will not limit ultimate losses and may in fact
substantially increase losses because of this inability to liquidate unfavorable
positions. In addition, if there is little or no trading in a particular futures
or forward contract that the Fund is trading, whether such illiquidity is caused
by any of the above reasons or otherwise, the Fund may be unable to execute
trades at favorable prices and/or may be unable or unwilling to liquidate its
position prior to its expiration date, thereby requiring the Fund to make or
take delivery of the underlying interest of the commodity interest.




                                       18
<PAGE>

         The Fund's trading may also be impacted by the various conflicts of
interest among the Fund and the General Partner, the advisors and the commodity
brokers. See "Item 1. Business - Conflicts of Interest".

         RECENT DEVELOPMENTS

         In February 2002, the General Partner decided to discontinue the
operations of the Partnership effective March 31, 2002. The General Partner
anticipates making final liquidating redemption payments to the partners in
April 2002.

RISK FACTORS

         PAST RESULTS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE

         The Fund is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Fund's assets are subject to the risk of trading loss.
Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Fund's main line of business.

         Market movements result in frequent changes in the fair market value of
the Fund's open positions and, consequently, in its earnings and cash flow. The
Fund's market risk is influenced by a wide variety of factors, including the
level and volatility of interest rates, exchange rates, equity price levels, the
market value of financial instruments and contracts, the diversification effects
among the Fund's open positions and the liquidity of the markets in which it
trades.

         The Fund rapidly acquires and liquidates both long and short positions
in a wide range of different markets. Consequently, it is not possible to
predict how a particular future market scenario will affect performance, and the
Fund's past performance is not necessarily indicative of its future results.

         PRIMARY TRADING AND NON-TRADING RISK EXPOSURES

         The Fund's primary market risk exposures as well as the strategies used
and to be used by the General Partner and the independent advisors for managing
such exposures are subject to numerous uncertainties, contingencies and risks,
any one of which could cause the actual results of the Fund's risk controls to
differ materially from the objectives of such strategies. Government
interventions, defaults and expropriations, illiquid markets, the emergence of
dominant fundamental factors, political upheavals, changes in historical price
relationships, an influx of new market participants, increased regulation and
many other factors could result in material losses as well as in material
changes to the risk exposures and the risk management strategies of the Fund.
There can be no assurance that the Fund's current market exposure and/or risk
management strategies will not change materially or that any such strategies
will be effective in either the short- or long-term. Investors must be prepared
to lose all or substantially all of their investment in the Fund.

         MEANS OF MANAGING RISK

         The means by which the Fund and the advisors, severally, attempt to
manage the risk of the Fund's open positions is essentially the same in all
market categories traded. At the Fund-wide level, the General Partner attempts
to manage market exposure by (i) diversifying the Fund's assets among different
advisors whose strategies focus on different market sectors and trading
approaches, and (ii) monitoring the Fund's actual market exposures on a daily
basis. At the advisor level, each advisor applies its own risk management
policies to its trading. These policies generally limit the total exposure that
may be



                                       19
<PAGE>

taken per "risk unit" of assets under management. Many advisors also follow
diversification guidelines (often formulated in terms of the maximum margin
which they will commit to positions in any one contract or group of related
contracts), as well as imposing "stop-loss" points at which open positions must
be closed out. In addition, the Fund uses Stonebrook's Volatility Hedge Program
to hedge the positions of the Advisor in certain circumstances. Occasionally,
advisors will limit the market exposure of their Fund account through acquiring
put or call options which "collar" the risk of open positions. However, because
of the typically high degree of liquidity in the markets traded by the Fund and
the expense of acquiring options, most advisors rely simply on stop-loss
policies, requiring the liquidation of positions once losses of a certain
magnitude have been incurred.

         Certain advisors treat their risk control policies as strict rules;
others only as general guidelines for controlling risk.

         The General Partner controls the risk of the Fund's non-trading
instruments (interest-bearing securities held for cash management purposes)--the
only Fund investments, as opposed to advisor selections, directed by the General
Partner--limiting the duration of such instruments to no more than one year.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Fund's financial statements, together with the auditor's report
thereon, are included on pages F-1 through F-11 hereof.

         The following summarized quarterly financial information presents the
results of operations for the three month periods ended March 31,  June 30,
September 30 and December 31, 2001 and 2000.
<Table>
<Caption>
                            1st Quarter     2nd Quarter   3rd Quarter   4th Quarter
                                 2001          2001          2001          2001
                                 ----          ----          ----          ----
<S>                          <C>           <C>             <C>          <C>
Gain (loss) from commodity
        trading              $ 1,763,712   $ (1,716,866)   $ 152,642    $  249,627
Gain from fixed income
        securities                38,111            164            0             0
Total income (loss)            1,867,451     (1,605,358)     227,195      (268,184)
Net income (loss)                710,229     (2,321,068)    (433,196)     (321,911)
Net income (loss) per unit        492.86      (1,771.99)     (347.98)      (275.67)

Increase (decrease) in Net
        Asset Value per Unit      531.79      (1,755.68)     (348.72)      (307.90)

Net Asset Value per Unit
        at end of period        8,181.61       6,425.93     6,077.21      5,769.31

                            1st Quarter     2nd Quarter   3rd Quarter   4th Quarter
                                 2000          2000          2000          2000
                                 ----          ----          ----          ----
<S>                          <C>           <C>             <C>          <C>
Gain (loss) from commodity
        trading              $ 2,129,976   $ (4,652,693)   $ 488,028    $2,013,395
Gain (loss) from fixed income
        securities               (72,172)        (8,544)      33,519        52,452
Total income (loss)            2,540,742     (4,374,780)     696,012     2,192,558
Net income (loss)               (298,808)    (7,151,207)  (1,038,507)      880,072
Net income (loss) per unit       (114.75)     (3,255.65)     (535.24)       529.65

Increase (decrease) in Net
        Asset Value per Unit     (881.76)     (3,297.25)     (566.56)       624.93

Net Asset Value per Unit
        at end of period       10,888.70       7,591.45     7,024.89      7,649.82
</Table>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Kenmar Advisory Corp., is the sole General Partner of the Fund. The
General Partner, a corporation originally organized as a New York corporation in
September 1983 and reorganized as a Connecticut corporation on January 1, 1996,
is owned equally and indirectly by Messrs. Shewer and Goodman. The directors and
executive officers of the General Partner currently are as follows:

         MR. KENNETH A. SHEWER, age 49, has been the Chairman and a director of
the General Partner since September 1983. Mr. Shewer was employed by Pasternak,
Baum and Co., Inc. ("Pasternak, Baum"), an international cash commodity firm,
from June 1976 until September 1983. Mr. Shewer left Pasternak, Baum in
September 1983 to form Kenmar Advisory Corp. with Mr. Goodman. Mr. Shewer
created and managed Pasternak, Baum's Grain Logistics and Administration
Department and created its Domestic Corn and Soybean Trading Department. In
1982, Mr. Shewer became co-manager of Pasternak, Baum's F.O.B. Corn Department.
In 1983, Mr. Shewer was made Vice President and Director of Pasternak, Baum. Mr.
Shewer graduated from Syracuse University with a B.S. degree in 1975.

         MR. MARC S. GOODMAN, age 54, has been the President and a director of
the General Partner since September 1983. Mr. Goodman joined Pasternak, Baum in
September 1974 and was a Vice President and Director from July 1981 until
September 1983. Mr. Goodman left Pasternak, Baum in September 1983 to form
Kenmar Advisory Corp. with Mr. Shewer. While at Pasternak, Baum,

                                       20
<PAGE>

Mr. Goodman was largely responsible for business development outside of the
United States, for investment of its corporate retirement funds and for
selecting trading personnel. Mr. Goodman has conducted extensive business in
South America, Europe and the Far East. Mr. Goodman was awarded an Economics and
Finance Department Fellowship from September 1969 through June 1971. Mr. Goodman
graduated from the Bernard M. Baruch School of Business of the City University
of New York with a B.B.A. in 1969 and an M.B.A. in 1971 in Finance and
Investments.

         MS. ESTHER ECKERLING GOODMAN, age 50, has been the Senior Executive
Vice President of the General Partner since March 1991 and has also served as
Chief Operating Officer of the General Partner since October 1995. Ms. Goodman
joined the General Partner in July 1986 and has been involved in the futures
industry since 1974. From 1974 through 1976, she was employed by Conti-Commodity
Services, Inc. and ACLI Commodity Services, Inc., in the areas of hedging,
speculative trading and tax arbitrage. In 1976, Ms. Goodman joined Loeb Rhoades
and Company, Inc., where she was responsible for the development and management
of a managed futures program which, in 1979, became the trading system for an
independent commodity trading advisor of which Ms. Goodman was a founder and
principal. From 1983 through mid-1986, Ms. Goodman was employed as a marketing
executive at Commodities Corp. (USA) of Princeton, New Jersey. Ms. Goodman was a
Director of the Managed Futures Association and its predecessor, the Managed
Futures Trade Association, from 1987 through 1995. In addition, she has written
several articles and has spoken before various professional groups and
organizations on the subject of managed futures. Ms. Goodman attended Vassar
College from 1970-1972 and graduated from Stanford University in 1974 with a
B.A. degree. Ms. Goodman is married to Mr. Marc S. Goodman.

         Each director of the General Partner serves until the next annual
meeting of stockholders or until a successor is elected. Executive officers of
the General Partner are appointed annually and serve at the discretion of its
Board of Directors. Messrs. Shewer and Goodman hold directorships in various
affiliates of the General Partner.

SIGNIFICANT EMPLOYEES OF THE GENERAL PARTNER

         MR. THOMAS J. DIVUOLO, age 42, Senior Vice President responsible for
account administration, oversight and risk management, joined the General
Partner in March 1989. From 1982 through 1984, Mr. DiVuolo was employed by
Balfour Maclaine International Ltd. working in the commodity accounting and
compliance areas. From 1984 through 1986 he was employed at E.F. Hutton and
Company, Inc. as a manager of commodity regulatory reporting. From 1986 until he
joined the General Partner in 1989, Mr. DiVuolo worked for Lloyds International
Trading, a commodity trading division of Lloyds Bank. Mr. DiVuolo is a 1982
graduate of Pace University with a B.B.A. degree in Public Accounting. He
received his M.B.A. in Finance from Wagner College in 1990.

         MR. GARY J. YANNAZZO, age 49, Senior Vice President and Chief Financial
Officer, joined the General Partner in August 1997. From March 1992 to July
1995, he was Senior Vice President and Controller of Mettallgesellschaft Corp.,
a diversified commodity marketing and trading company, with 30 worldwide
subsidiaries and $5 billion in annual revenues. From January 1990 through
February 1992, Mr. Yannazzo was President, Chief Executive Officer and part
owner of Holland Mortgage Corporation. From December 1982 through November 1989,
Mr. Yannazzo was First Vice President of Security Capital Corporation, a
publicly traded financial services company and affiliate of Smith Barney, Inc.
From June 1975 through November 1982, Mr. Yannazzo was with Arthur Andersen &
Co., serving as an Audit Manager from June 1980. From August 1995 until he
joined the General Partner, Mr. Yannazzo was a private consultant, engaged
primarily in projects and ventures in the commodity and derivative




                                       21
<PAGE>

areas. Mr. Yannazzo received his B.S. in business administration from Seton Hall
University in 1975 and his certified public accountant certification in 1977.

         MS. JOANNE D. ROSENTHAL, age 36, Senior Vice President and Director of
Research, joined the General Partner in October 1999. Prior to joining the
General Partner, Ms. Rosenthal spent 9 years at The Chase Manhattan Bank, in
various positions of increasing responsibility. From July 1991 through April
1994, she managed the Trade Execution Desk and from May 1994 through September
1999, she was a Vice President and Senior Portfolio Manager of Chase Alternative
Asset Management, Inc. Ms. Rosenthal received a Masters of Business
Administration in Finance from Cornell University and a Bachelor of Arts in
Economics from Concordia University in Montreal, Canada.

         MR. MARK M. ROSSOW, age 49, Senior Vice President and General Counsel,
joined the General Partner in August 2000. From October 1998 until July 2000,
Mr. Rossow was a partner in the law firm of Snow Becker Krauss P.C. From May
1994 until September 1998, Mr. Rossow was a partner in the law firm of Amon &
Sabatini. Prior to that, Mr. Rossow was in-house counsel to the international
accounting firm BDO Seidman. Mr. Rossow has served on the staff of the United
States Securities and Exchange Commission. Mr. Rossow earned a B.A. degree from
Syracuse University in 1975 and a J.D. degree from the University of Michigan in
1978. He was admitted to practice law in 1979.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the 1934 Act, as amended, requires the General Partner
and the directors of the General Partner to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Based solely
on a review of the forms it has received and on written representations from
certain reporting persons that no such forms were required for them, the Company
believes that all Section 16(a) filing requirements applicable to the reporting
persons were complied with by them.

ITEM 11. EXECUTIVE COMPENSATION

         The Fund has no directors or executive officers. As a limited
partnership, the business of the Fund is managed by its General Partner, which
is responsible for the administration of the business affairs of the Fund and
receives the compensation described in Item 1 hereof.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The Fund has no directors or officers. The Fund delegates all
management of the Fund's affairs to the General Partner. As of March 15, 2002,
the General Partner owned approximately 12.7807 units of general partnership
interests, representing a 1.17% investment in the Fund. The General Partner is
indirectly and equally owned by Messrs. Shewer and Goodman.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The General Partner of the Fund and manages and conducts the business
of the Fund. The partnership agreement provides that the General Partner may be
compensated in such form(s) and in such amount as the General Partner, in its
sole discretion, shall determine, after giving due weight to industry standards.
As more fully described in Item 1 hereto, to compensate the General Partner for
its management and operations of the Fund, its management and monitoring of the
portfolio of the advisors and its assumption of the substantial financial burden
of paying all the operating and administrative expenses of the Fund, the Fund
currently pays the General Partner an administrative fee. For the year




                                       22
<PAGE>

ended December 31, 2001, the General Partners did not receive any management
fees and $99,409 in administrative fees. For the year ending December 31, 2000,
the General Partner did not receive any management fees and $235,478 in
administrative fees. For the year ending December 31, 1999, the General Partner
did not receive any management fees and $617,880 in administrative fees. For the
year ending December 31, 1998, the General Partner did not receive any
management fees and $646,232 in administrative fees. In addition, the General
Partner receives from the commodity brokers a portion of the brokerage
commissions paid by the Fund to the commodity brokers.

PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Form 10-K:

    1.  The following financial statements of the Fund, with the independent
        auditor's report, are filed as part of this Form 10-K: Independent
        Auditor's Report; Statements of Financial Condition as of December 31,
        2001 and 2000; Condensed Schedule of Investments as of December 31,
        2001; Statements of Operations For the Years Ended December 31, 2001,
        2000, and 1999; Statements of Changes in Partners' Capital (Net Asset
        Value) For the Years Ended December 31, 2001, 2000 and 1999; Notes to
        Financial Statements.

    2.  All financial schedules are omitted because such schedules are not
        required or the information required has been presented in the
        aforementioned financial statements.

    3.  The following exhibits are filed with this Report or incorporated by
        reference as set forth below:

NUMBER         EXHIBIT

3.1*           Certificate of Limited Partnership for Kenmar Performance
               Partners L.P.

3.2*           Second Restatement of the Limited partnership agreement of Kenmar
               Performance Partners L.P., as amended.

10.1*          Customer Agreement between the Fund and Refco, Inc.

10.2*          Form of Advisory Agreement between Kenmar and the Advisor.

10.3**         Master Agreement between the Fund and ING Derivatives, Ltd.,
               dated as of March 22, 1995.

10.4***        Commodity Customer Agreement between the Fund and Internationale
               Nederlanden (U.S.) Derivatives Clearing, Inc.

10.5***        Netting Agreement and Customer Agreement between the Fund and
               Refco Capital Markets Ltd.


*    Incorporated herein by reference to the Fund's Registration Statement on
     Form 10, filed with the Securities and Exchange Commission on April 29,
     1994.

**   Incorporated herein by reference to the Fund's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1994.



                                       23
<PAGE>


***  Incorporated herein by reference to the Fund's Annual Report on Form 10-K
     for the fiscal year ended December 31, 1995.

(b) Reports on Form 8-K:

The Fund did not file any reports on Form 8-K during the fourth quarter of 2001.



                                       24

<PAGE>
                        KENMAR PERFORMANCE PARTNERS L.P.

                                TABLE OF CONTENTS

                                                                           PAGES
                                                                           -----

Independent Auditor's Report                                                 F-2

Financial Statements

    Statements of Financial Condition
       December 31, 2001 and 2000                                            F-3

    Condensed Schedule of Investments
       December 31, 2001                                                     F-4

    Statements of Operations For the Years
       Ended December 31, 2001, 2000 and 1999                                F-5

    Statements of Changes in Partners' Capital (Net Asset Value)
       For the Years Ended December 31, 2001, 2000 and 1999                  F-6

    Notes to Financial Statements                                     F-7 - F-11



                                       F-1

<PAGE>

              [ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C. LETTERHEAD]


                          INDEPENDENT AUDITOR'S REPORT


To the Partners
Kenmar Performance Partners L.P.


We have audited the accompanying statements of financial condition of Kenmar
Performance Partners L.P. as of December 31, 2001 and 2000, including the
December 31, 2001 condensed schedule of investments, and the related statements
of operations and changes in partners' capital (net asset value) for the years
ended December 31, 2001, 2000 and 1999. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kenmar Performance Partners
L.P. as of December 31, 2001 and 2000, and the results of its operations and the
changes in its net asset values for the years ended December 31, 2001, 2000 and
1999, in conformity with accounting principles generally accepted in the United
States of America.

As discussed in Note 9. to the financial statements, in February 2002, the
General Partner decided to discontinue the operations of the Partnership
effective March 31, 2002.


                                    /s/ Arthur F. Bell, Jr. & Associates, L.L.C.



Hunt Valley, Maryland
February 26, 2002

                                       F-2
<PAGE>

                        KENMAR PERFORMANCE PARTNERS L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                              2001             2000
                                                                           -----------      -----------
<S>                                                                        <C>              <C>
ASSETS
    Equity in broker trading accounts
       Cash                                                                $ 4,055,860      $ 5,623,780
       Unrealized gain on open contracts                                       352,412        1,599,598
                                                                           -----------      -----------

              Deposits with brokers                                          4,408,272        7,223,378

    Cash and cash equivalents                                                2,242,889        2,280,867
    Fixed income securities (cost, including accrued
       interest, - $0 and $3,027,532)                                                0        3,087,287
                                                                           -----------      -----------

              Total assets                                                 $ 6,651,161      $12,591,532
                                                                           ===========      ===========

LIABILITIES
    Accounts payable                                                       $         0      $     1,806
    Commissions and other trading fees
       on open contracts                                                        22,260           63,446
    Management fees                                                             20,295           43,186
    Incentive fees                                                                   0          467,975
    Redemptions payable                                                        119,633          647,225
                                                                           -----------      -----------

              Total liabilities                                                162,188        1,223,638
                                                                           -----------      -----------

PARTNERS' CAPITAL (NET ASSET VALUE)
    General Partner - 12.7807 and 18.7807 units
       outstanding at December 31, 2001 and 2000                                73,736          143,669
    Limited Partners - 1,111.9582 and 1,467.2533 units
       outstanding at December 31, 2001 and 2000                             6,415,237       11,224,225
                                                                           -----------      -----------

              Total partners' capital
                 (Net Asset Value)                                           6,488,973       11,367,894
                                                                           -----------      -----------
                                                                           $ 6,651,161      $12,591,532
                                                                           ===========      ===========
</TABLE>


                             See accompanying notes.


                                       F-3


<PAGE>

                        KENMAR PERFORMANCE PARTNERS L.P.
                        CONDENSED SCHEDULE OF INVESTMENTS
                                December 31, 2001



LONG FUTURES CONTRACTS

   No. of                                                              % of Net
  Contracts      Description                            Value        Asset Value
  ---------      -----------                           --------      -----------

      87         Agricultural                          $ 13,950         0.21%
      34         Currency                                51,844         0.80%
     289         Interest rate                           11,968         0.18%
     221         Metals                                  58,731         0.91%
      62         Stock index                             48,028         0.74%
                                                       --------         ----

                 TOTAL LONG FUTURES CONTRACTS          $184,521         2.84%
                                                       --------         ----


SHORT FUTURES CONTRACTS

   No. of                                                              % of Net
  Contracts      Description                            Value        Asset Value
  ---------      -----------                           --------      -----------

     404         Agricultural                          $ 76,603         1.18%
      33         Currency                                23,582         0.36%
      17         Energy                                    (232)        0.00%
     399         Interest rate                           86,939         1.34%
      61         Metals                                 (17,933)       (0.28)%
       7         Stock index                             (1,068)       (0.01)%
                                                       --------         ----

                 TOTAL SHORT FUTURES CONTRACTS         $167,891         2.59%
                                                       --------         ----

                 TOTAL FUTURES CONTRACTS               $352,412         5.43%
                                                       ========         ====


                             See accompanying notes.


                                       F-4

<PAGE>
                        KENMAR PERFORMANCE PARTNERS L.P.
                            STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 2001, 2000 and 1999



<TABLE>
<CAPTION>
                                                           2001               2000               1999
                                                      ------------       ------------       ------------
<S>                                                   <C>                <C>                <C>
INCOME
    Commodity trading gains (losses)
       Realized                                       $  1,696,301       $ (1,559,770)      $ (3,759,349)
       Change in unrealized                             (1,247,186)         1,538,476         (2,622,172)
                                                      ------------       ------------       ------------

              Gain (loss) from commodity trading           449,115            (21,294)        (6,381,521)
                                                      ------------       ------------       ------------

    Fixed income securities gains (losses)
       Realized                                             98,030           (269,569)          (701,954)
       Change in unrealized                                (59,755)           274,824           (249,282)
                                                      ------------       ------------       ------------

              Gain (loss) from fixed income
                 securities                                 38,275              5,255           (951,236)
                                                      ------------       ------------       ------------

    Interest income                                        270,082          1,070,571          2,603,113
                                                      ------------       ------------       ------------

              Total income (loss)                          757,472          1,054,532         (4,729,644)
                                                      ------------       ------------       ------------

EXPENSES
    Brokerage commissions                                2,282,284          6,572,337          9,129,970
    Management fees                                        431,476          1,007,719          2,114,161
    Incentive fees                                         281,348            801,239            853,963
    General Partner administrative fee for
       operating expenses                                   99,409            235,478            617,880
    Cash management service charge                             847             10,167             50,167
    Legal expenses                                          28,054             36,042             47,339
                                                      ------------       ------------       ------------

              Total expenses                             3,123,418          8,662,982         12,813,480
                                                      ------------       ------------       ------------

              NET (LOSS)                              $ (2,365,946)      $ (7,608,450)      $(17,543,124)
                                                      ============       ============       ============

NET (LOSS) PER UNIT
    (based on weighted average number
    of units outstanding during the year)             $  (1,832.81)      $  (3,622.07)      $  (4,950.97)
                                                      ============       ============       ============

 (DECREASE) IN NET ASSET
    VALUE PER UNIT                                    $  (1,880.51)      $  (4,120.64)      $  (5,297.19)
                                                      ============       ============       ============
</TABLE>


                             See accompanying notes.


                                       F-5

<PAGE>


                        KENMAR PERFORMANCE PARTNERS L.P.
          STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Years Ended December 31, 2001, 2000 and 1999






<TABLE>
<CAPTION>
                                                                            Partners' Capital
                                    --------------------------------------------------------------------------------------
                                              General                 Limited                         Total
                                    --------------------------------------------------------------------------------------
                                     Units          Amount       Units          Amount          Units           Amount
                                    -------      ---------    ----------     ------------     ----------     ------------
<S>                                 <C>          <C>          <C>            <C>              <C>            <C>
Balances at
    December 31, 1998               53.5807      $ 914,497    3,770.9723     $ 64,361,633     3,824.5530     $ 65,276,130

Net (loss) for the year
    ended December 31, 1999                       (283,827)                   (17,259,297)                    (17,543,124)
Additions                            0.0000              0      120.8024        1,923,122       120.8024        1,923,122
Redemptions                          0.0000              0     (913.2848)     (13,967,250)     (913.2848)     (13,967,250)
                                    -------      ---------    ----------     ------------    -----------     ------------

Balances at
    December 31, 1999               53.5807        630,670    2,978.4899       35,058,208     3,032.0706       35,688,878

Net (loss) for the year
    ended December 31, 2000                       (242,535)                    (7,365,915)                     (7,608,450)
Additions                            0.0000              0        4.5920           50,000         4.5920           50,000
Redemptions                        (34.8000)      (244,466)  (1,515.8286)     (16,518,068)   (1,550.6286)     (16,762,534)
                                    -------      ---------    ----------     ------------    -----------     ------------

Balances at
    December 31, 2000               18.7807        143,669    1,467.2533       11,224,225     1,486.0340       11,367,894

Net (loss) for the year
    ended December 31, 2001                        (32,939)                    (2,333,007)                     (2,365,946)
Redemptions                         (6.0000)       (36,994)    (355.2951)      (2,475,981)     (361.2951)      (2,512,975)
                                    -------      ---------    ----------     ------------    -----------     ------------

Balances at
    December 31, 2001               12.7807      $  73,736    1,111.9582     $  6,415,237     1,124.7389     $  6,488,973
                                   ========      =========   ===========     ============    ===========     ============
</TABLE>



                                              Net Asset Value Per Unit
                                    ---------------------------------------

                                                  December 31,
                                      2001           2000            1999
                                    ---------     ---------      ----------

                                    $5,769.31     $7,649.82      $11,770.46
                                    =========     =========      ==========



                             See accompanying notes.

                                       F-6

<PAGE>

                        KENMAR PERFORMANCE PARTNERS L.P.
                          NOTES TO FINANCIAL STATEMENTS




Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        A. General Description of the Partnership

           Kenmar Performance Partners L.P. (the Partnership) is a New York
           limited partnership. The Partnership is a multi-advisor,
           multi-strategy commodity pool which trades in United States (U.S.)
           and foreign futures and options contracts. It is subject to the
           regulations of the Commodity Futures Trading Commission, an agency of
           the U.S. government which regulates most aspects of the commodity
           futures industry; rules of the National Futures Association, an
           industry self-regulatory organization; and the requirements of
           commodity exchanges and Futures Commission Merchants (brokers)
           through which the Partnership trades.

           The Partnership is a registrant with the Securities and Exchange
           Commission (SEC) pursuant to the Securities Exchange Act of 1934 (the
           Act). As a registrant, the Partnership is subject to the regulations
           of the SEC and the informational requirements of the Act.

        B. Method of Reporting

           The Partnership's financial statements are presented in accordance
           with accounting principles generally accepted in the United States of
           America, which require the use of certain estimates made by the
           Partnership's management.

        C. Commodities

           Gains or losses are realized when contracts are liquidated. Net
           unrealized gains or losses on open contracts (the difference between
           contract trade price and quoted market price) are reflected in the
           statement of financial condition. Any change in net unrealized gain
           or loss from the preceding period is reported in the statement of
           operations. Brokerage commissions include other trading fees and are
           charged to expense when contracts are opened.

        D. Cash and Cash Equivalents

           Cash and cash equivalents includes cash and investments in money
           market mutual funds. Interest income includes interest-equivalent
           dividends on money market mutual funds.

        E. Fixed Income Securities

           Fixed income securities are reported at market value plus accrued
           interest. Fixed income securities transactions are accounted for on
           the trade date. Interest income is recorded on the accrual basis.



                                       F-7

<PAGE>

                        KENMAR PERFORMANCE PARTNERS L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        F. Income Taxes

           The Partnership prepares calendar year U.S. and applicable state
           information tax returns and reports to the partners their allocable
           shares of the Partnership's income, expenses and trading gains or
           losses.

        G. Foreign Currency Transactions

           The Partnership's functional currency is the U.S. dollar; however, it
           transacts business in currencies other than the U.S. dollar. Assets
           and liabilities denominated in currencies other than the U.S. dollar
           are translated into U.S. dollars at the rates in effect at the date
           of the statement of financial condition. Income and expense items
           denominated in currencies other than the U.S. dollar are translated
           into U.S. dollars at the rates in effect during the period. Gains and
           losses resulting from the translation to U.S. dollars are reported in
           income currently.

Note 2. GENERAL PARTNER

        The General Partner of the Partnership is Kenmar Advisory Corp., which
        conducts and manages the business of the Partnership. The General
        Partner is required by the Limited Partnership Agreement to maintain an
        investment in the Partnership of 1% of the Net Asset Value, up to a
        total of $500,000.

        A portion of the brokerage commissions paid by the Partnership to
        certain brokers is, in turn, paid by the brokers to the General Partner.

        During 1999, the General Partner rebated to certain multi-million dollar
        investors a portion of the compensation it receives for managing the
        Partnership. Such rebates were made by issuing additional units and,
        during 1999, amounted to $263,639. No such rebates to multi-million
        dollar investors occurred during 2001 or 2000.

Note 3. COMMODITY TRADING ADVISORS

        The Partnership has advisory agreements with various commodity trading
        advisors pursuant to which the Partnership pays monthly management fees
        of 0% to 1/12 of 2% (2% annually) of the net asset value under
        management (as defined in each respective advisory agreement) and
        quarterly incentive fees of 10% to 25% of the profit subject to
        incentive fee (as defined in each respective advisory agreement).
        Effective October 1, 2000, one of the commodity trading advisors pays
        its entire incentive fee of 10% to the General Partner. No incentive fee
        was earned by that commodity trading advisor during the period October
        1, 2000 to December 31, 2001.


                                       F-8


<PAGE>

                        KENMAR PERFORMANCE PARTNERS L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Note 4. DEPOSITS WITH BROKERS

        The Partnership deposits cash with brokers subject to Commodity Futures
        Trading Commission regulations and various exchange and broker
        requirements. Margin requirements are satisfied by the deposit of cash
        with such brokers. The Partnership earns interest income on its cash
        deposited with the brokers.

Note 5. OTHER EXPENSES

        The General Partner pays substantially all ordinary operating and
        administrative expenses incurred by the Partnership. The Partnership
        pays the General Partner a monthly administrative fee equal to 1/12 of
        1% (1% annually) of the prior month's beginning Net Asset Value of the
        Partnership. The Partnership also pays actual amounts incurred for cash
        management services and services performed by independent legal counsel.

Note 6. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

        Investments in the Partnership are made by subscription agreement,
        subject to acceptance by the General Partner. The subscription price is
        equal to the Net Asset Value of the units purchased plus a 5% selling
        commission, unless waived in whole or in part by the General Partner.
        Additions to partners' capital are shown net of such selling
        commissions, which amounted to $0, $0 and $8,733 in 2001, 2000 and 1999,
        respectively.

        The Partnership is not required to make distributions, but may do so at
        the sole discretion of the General Partner. A Limited Partner may
        request and receive redemption of units owned, subject to restrictions
        in the Limited Partnership Agreement.

Note 7. TRADING ACTIVITIES AND RELATED RISKS

        The Partnership engages in the speculative trading of U.S. and foreign
        futures contracts and options on U.S. and foreign futures contracts
        (collectively, "derivatives"). The Partnership is exposed to both market
        risk, the risk arising from changes in the market value of the
        contracts, and credit risk, the risk of failure by another party to
        perform according to the terms of a contract.

        Purchase and sale of futures and options on futures contracts requires
        margin deposits with the brokers. Additional deposits may be necessary
        for any loss on contract value. The Commodity Exchange Act requires a
        broker to segregate all customer transactions and assets from such
        broker's proprietary activities. A customer's cash and other property
        (for example, U.S. Treasury bills) deposited with a broker are
        considered commingled with all other customer funds subject to the
        broker's segregation requirements. In the event of a broker's
        insolvency, recovery may be limited to a pro rata share of segregated
        funds available. It is possible that the recovered amount could be less
        than total cash and other property deposited.


                                       F-9
<PAGE>


                        KENMAR PERFORMANCE PARTNERS L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Note 7. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)

        The Partnership has a substantial portion of its assets on deposit with
        brokers and dealers in securities and other financial institutions in
        connection with its cash management activities. In the event of a
        financial institution's insolvency, recovery of Partnership assets on
        deposit may be limited to account insurance or other protection afforded
        such deposits.

        For derivatives, risks arise from changes in the market value of the
        contracts. Theoretically, the Partnership is exposed to a market risk
        equal to the notional contract value of futures contracts purchased and
        unlimited liability on such contracts sold short. As both a buyer and
        seller of options, the Partnership pays or receives a premium at the
        outset and then bears the risk of unfavorable changes in the price of
        the contract underlying the option. Written options expose the
        Partnership to potentially unlimited liability, and purchased options
        expose the Partnership to a risk of loss limited to the premiums paid.

        The General Partner has established procedures to actively monitor
        market risk and minimize credit risk, although there can be no assurance
        that it will, in fact, succeed in doing so. The Limited Partners bear
        the risk of loss only to the extent of the market value of their
        respective investments and, in certain specific circumstances,
        distributions and redemptions received.


                                      F-10

<PAGE>

                        KENMAR PERFORMANCE PARTNERS L.P.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Note 8. FINANCIAL HIGHLIGHTS

        The following information presents per unit operating performance data
        and other supplemental financial data for the year ended December 31,
        2001. This information has been derived from information presented in
        the financial statements.


<TABLE>
           PER UNIT PERFORMANCE
           (for a unit outstanding throughout the entire year)
           ---------------------------------------------------
<S>                                                                                            <C>
           Net asset value per unit at December 31, 2000                                       $ 7,649.82
                                                                                               ----------
           (Loss) from operations:
                  Net investment (loss) (1), (3)                                                  (442.37)
                  Net realized and change in unrealized (loss) from trading (2), (3)            (1,438.14)
                                                                                               ----------
                         Total (loss) from operations                                           (1,880.51)
                                                                                               ----------
           Net asset value per unit at December 31, 2001                                       $ 5,769.31
                                                                                               ==========
           TOTAL RETURN                                                                            (24.58)%
                                                                                               ==========

           SUPPLEMENTAL DATA Ratios to average net asset value:
                  Expenses prior to incentive fees (4)                                              (6.18)%
                  Incentive fees                                                                    (3.10)%
                                                                                               -----------
                         Total expenses (1)                                                         (9.28)%
                                                                                               ===========
                  Net investment (loss) (1)                                                         (6.30)%
                                                                                               ===========
</TABLE>

           Total return is calculated based on the change in value of a unit
           during the year. An individual partner's total return and ratios may
           vary from the above total return and ratios based on the timing of
           redemptions.

           ----------
           (1)    Excludes brokerage commissions and other trading fees.
           (2)    Includes brokerage commissions and other trading fees.
           (3)    The net investment (loss) per unit is calculated by dividing
                  the net investment (loss) by the average number of units
                  outstanding during the year. The net realized and change in
                  unrealized (loss) from trading is a balancing amount necessary
                  to reconcile the change in net asset value per unit with the
                  other per unit information.
           (4)    Excludes brokerage commissions, other trading fees and
                  incentive fees.


Note 9. SUBSEQUENT EVENT

        In February 2002, the General Partner decided to discontinue the
        operations of the Partnership effective March 31, 2002. The General
        Partner anticipates making final liquidating redemption payments to the
        partners in April 2002.




                                      F-11




<PAGE>



SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 26th day of
March, 2002.


                                KENMAR PERFORMANCE PARTNERS L.P.


                                By:  Kenmar Advisory Corp., general partner


                                By:  /s/ Kenneth A. Shewer
                                     -------------------------------------------
                                     Kenneth A. Shewer
                                     Chairman

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 26th day of March, 2002.


                                KENMAR PERFORMANCE PARTNERS L.P.


                                By:  Kenmar Advisory Corp.,
                                     general partner


                                By:  /s/ Kenneth A. Shewer
                                     -------------------------------------------
                                     Kenneth A. Shewer
                                     Chairman and Director
                                     (Principal Executive Officer)


                                By:  /s/ Mark S. Goodman
                                     -------------------------------------------
                                     Marc S. Goodman President
                                     and Director


                                By:  /s/ Thomas J. DiVuolo
                                     -------------------------------------------
                                     Thomas J. DiVuolo
                                     Senior Vice President
                                     (Principal Financial and Accounting
                                     Officer for the Fund)