UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (X) ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
 For the fiscal year ended December 31, 2009
 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 000-52603
 WARRINGTON FUND L.P.
 
  New York
    
    20-3845577(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 c/o Ceres Managed Futures LLC
55 East 59th Street, 10th floor
New York, New York 10022
   (212) 559-2011
 
  None
 Redeemable Units
of Limited Partnership Interest
   Yes  No X
  Yes  No X
  Yes X No
  Yes  No
 X
  Large accelerated filer
    
    Accelerated filer
    
    Non-accelerated filer X
    
    Smaller reporting company(Do not check if a smaller reporting company)
  Yes  No X




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##### 



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




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##### 



Financial Information about Industry Segments Selected
Financial Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller Reporting Companies
 Item 1A.
    
    Risk Factors.
 3




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##### 



As a result of leverage, small changes in the price of the Partnerships positions may result in
major losses.
  An
investor may lose all of its  investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and3.
    
    An investors financial advisor will receive ongoing compensation for providing services
to the investors account.
 Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  Regulatory changes could restrict the Partnerships operations.
  Speculative position and trading limits may reduce profitability.
  Item 2.
    
    Properties.
  4




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##### 



Item 3.
    
    Legal Proceedings.
    Mutual Funds
    FINRA Settlement
  Auction Rate Securities
   Subprime-Mortgage Related Actions
  Credit Crisis Related Matters
    Item 4.
    
    [Removed and Reserved]
 5




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##### 



PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Security Holder Matters and Issuer
Purchase of Equity Securities.
 Market Information
 Holders
 Dividends
 Securities Authorized for Issuance Under Equity Compensation Plans
 Recent Sales of Unregistered Securities
   Purchases
of Equity Securities by the Issuer and Affiliated Purchases
  (d) Maximum Number(c) Total Number


(or Approximateof Shares (or


Dollar Value) of Shares(a) Total Number


(b) Average


Redeemable Units)


(or Redeemable Units)of Shares


Price Paid per


Purchased as Part


that May Yet Be(or Redeemable


Share (or


of Publicly Announced


Purchased Under thePeriod


Units) Purchased*


Redeemable Unit)**


Plans or Programs


Plans or ProgramsOctober 1, 2009  
October 31, 2009


1,367.8675


$1,097.51


N/A


N/ANovember 1, 2009  
November 30, 2009


2,160.5910


$1,120.53


N/A


N/ADecember 1, 2009  
December 31, 2009


2,027.9767


$1,133.61


N/A


N/ATotal


5,556.4352


$1,119.64 *
    
    Generally, Limited Partners are permitted to redeem their
Redeemable Units as of the last day of each month on 10 days
notice to the General Partner. Under certain circumstances, the
General Partner can compel redemption but to date the General
Partner has not exercised this right. Purchases of Redeemable
Units by the Partnership reflected in the chart above were made in
the ordinary course of the Partnerships business in connection
with effecting redemptions for Limited Partners.**
    
    Redemptions of Redeemable Units are effected as of the last day of
each month at the Net Asset Value per Redeemable Unit as of that
day. No fee will be charged for redemptions. Item 6.
    
    Selected Financial Data.
  Period from February 21,2006 (commencement oftrading operation) to2009
    
    
    2008
    
    
    2007
    
    
    December 31, 2006Net realized and unrealized trading gains (losses) net
of brokerage commissions (including clearing fees) of
$9,983,103, $11,991,502, $12,630,719 and $9,469,977,
respectively
    
    $
    36,618,429
    
    
    $
    (57,241,118
    )
    
    $
    28,545,037
    
    
    $
    28,205,311Interest income
    
    
    161,984
    
    
    
    3,161,288
    
    
    
    9,716,417
    
    
    
    8,158,695$
    36,780,413
    
    
    $
    (54,079,830
    )
    
    $
    38,261,454
    
    
    $
    36,364,006Net income (loss) before allocation to Special Limited Partner
    
    $
    30,558,856
    
    
    $
    (61,788,821
    )
    
    $
    30,880,446
    
    
    $
    30,918,884Allocation to Special Limited Partner
    
    
    
    
    
    
    (2,378,053
    )
    
    
    (5,157,469
    )
    
    
    (4,552,615
    )Net income (loss) after allocation to Special Limited Partner
    
    $
    30,558,856
    
    
    $
    (64,166,874
    )
    
    $
    25,722,977
    
    
    $
    26,366,269Increase (decrease) in Net Asset Value per Unit
    
    $
    138.00
    
    
    $
    (253.85
    )
    
    $
    131.71
    
    
    $
    117.75Net Asset
Value per Unit
    
    $
    1,133.61
    
    
    $
    995.61
    
    
    $
    1,249.46
    
    
    $
    1,117.75Total assets
    
    $
    270,251,354
    
    
    $
    242,555,912
    
    
    $
    284,883,866
    
    
    $
    307,889,348
 6




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##### 



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




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##### 



Liquidity
   8




---



##### 



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




---



##### 



Financial Statements and Supplementary Data
  Capital Resources
     10




---



##### 



Results of Operations
          11




---



##### 



12




---



##### 



Off-balance
Sheet Arrangements
 Contractual
Obligations
 Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 13




---



##### 



Statement of Cash Flows.
 Partnerships Investments.
 Partnerships Fair Value Measurements.
  Options.
 Income Taxes.
   Subsequent Events.
 Recent Accounting Pronouncements.
 14




---



##### 



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




---



##### 



The Partnerships Trading Value at Risk in Different Market Sectors
  December 31, 2009
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Indices
    
    $
    74,225,508
    
    
    
    28.22
    %
    
    $
    205,991,318
    
    
    $
    275,400
    
    
    $
    82,956,269Total
    
    $
    74,225,508
    
    
    
    28.22
    %
 
 *
    
    Annual average of  month-end Value at Risk  December 31, 2008
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Indices
    
    $
    11,250
    
    
    
    0.00
    %**
    
    $
    147,541,053
    
    
    $
    11,250
    
    
    $
    17,447,608Total
    
    $
    11,250
    
    
    
    0.00
    %**
 
 *
    
    Annual average of month-end Value at Risk**
    
    Due to rounding Material Limitations on Value at Risk as an Assessment of Market Risk
  16




---



##### 



Non-Trading Risk
  Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Indices
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     17




---



##### 



Item 8.
    
    Financial Statements and Supplementary Data.
 WARRINGTON FUND L.P.
 INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4  F-6Financial Statements:Statements of Financial Condition at December 31, 2009 and 2008
    
    F-7Condensed Schedules of Investments at December 31, 2009 and 2008
    
    F-8  F-9Statements of Income and Expenses for the years ended December 31, 2009, 2008 and 2007.
    
    F-10Statements of Changes in Partners Capital for the years ended December 31, 2009, 2008 and 2007.
    
    F-11Notes to Financial Statements
    
    F-12  F-19Selected Unaudited Quarterly Financial Data
    
    F-20
 F-1




---



##### 





To the
    Limited Partners of
    Warrington Fund L.P.













| |     |               
| | --- | --------------
| | By: | Jennifer Magro











Ceres Managed Futures LLC








212-559-5046


F-2



---



##### 





Managements
    Report on Internal Control Over Financial Reporting








| |       |                                                                                                                                                                                                                                                                                                                                                                                                            
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Partnership;                                                                                                                                                                                                                                
|
| | (ii)  | provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with accounting principles generally accepted in the
    United States of America, and that receipts and expenditures of
    the Partnership are being made only in accordance with
    authorizations of management and directors of the
    Partnership; and
|
| | (iii) | provide reasonable assurance regarding prevention or timely
    detection and correction of unauthorized acquisition, use or
    disposition of the Partnerships assets that could have a
    material effect on the financial statements.                                                                                                                                                                







Internal Control-Integrated Framework



















F-3



---



##### 



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




---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal Control -
Integrated Framework
    
 F-5




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-6




---



##### 





Warrington
    Fund L.P.


 Statements
    of Financial Condition
    December 31, 2009 and 2008




|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----------- |  | ---- | - | ----------- | 
|                                                                                                                                                                 |  | 2009 |             |  | 2008 |  
|                                                                                                                                                                
|Assets:                                                                                                                                                          |  |      |             |  |      |   |             | 
|Equity in trading account:                                                                                                                                       |  |      |             |  |      |   |             | 
|Cash (Note 3c)                                                                                                                                                   |  | $    | 174,068,344 |  |      | $ | 242,537,669 | 
|Cash margin (Note 3c)                                                                                                                                            |  |      | 92,436,885  |  |      |   | 14,626      | 
|Options owned, at fair value (cost $3,864,000 and $0 at
    December 31, 2009 and 2008, respectively)                                                            |  |      | 3,743,250   |  |      |   |            | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|                                                                                                                                                                 |  |      | 270,248,479 |  |      |   | 242,552,295 | 
|Interest receivable (Note 3c)                                                                                                                                    |  |      | 2,875       |  |      |   | 3,617       | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|Total assets                                                                                                                                                     |  | $    | 270,251,354 |  |      | $ | 242,555,912 | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|Liabilities and Partners Capital:                                                                                                                               |  |      |             |  |      |   |             | 
|Liabilities:                                                                                                                                                     |  |      |             |  |      |   |             | 
|Options written, at fair value (premium $7,406,575 and $2,813 at
    December 31, 2009 and 2008, respectively)                                                   |  | $    | 3,398,250   |  |      | $ | 563         | 
|Accrued expenses:                                                                                                                                                |  |      |             |  |      |   |             | 
|Brokerage commissions (Note 3c)                                                                                                                                  |  |      | 833,916     |  |      |   | 757,985     | 
|Management fees (Note 3b)                                                                                                                                        |  |      | 443,177     |  |      |   | 402,763     | 
|Administrative fees (Note 3a)                                                                                                                                    |  |      | 110,794     |  |      |   | 100,691     | 
|Professional fees                                                                                                                                                |  |      | 87,939      |  |      |   | 107,128     | 
|Other                                                                                                                                                            |  |      | 25,149      |  |      |   | 32,588      | 
|Redemptions payable (Note 5)                                                                                                                                     |  |      | 2,298,935   |  |      |   | 15,000,464  | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|Total liabilities                                                                                                                                                |  |      | 7,198,160   |  |      |   | 16,402,182  | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|Partners Capital (Notes 1 and 5):                                                                                                                               |  |      |             |  |      |   |             | 
|General Partner, 2,437.0184 and 200.1037 Unit equivalents
    outstanding at December 31, 2009 and 2008, respectively                                            |  |      | 2,762,628   |  |      |   | 199,225     | 
|Special Limited Partner 0 Redeemable Units of Limited
    Partnership Interest outstanding at December 31, 2009 and
    2008, respectively                       |  |      |            |  |      |   |            | 
|Limited Partners, 229,611.6221 and 226,950.1800 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2009 and 2008, respectively |  |      | 260,290,566 |  |      |   | 225,954,505 | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|Total partners capital                                                                                                                                          |  |      | 263,053,194 |  |      |   | 226,153,730 | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 
|Total liabilities and partners capital                                                                                                                          |  | $    | 270,251,354 |  |      | $ | 242,555,912 | 
|                                                                                                                                                                 |  |      |             |  |      |   |             | 





See accompanying notes to financial statements.


F-7



---



##### 



Warrington
    Fund L.P.


 Condensed
    Schedule of Investments
    December 31, 2009




|                      |  |           |       |  |            |   |            |                |  |  |       |  
|--------------------- |  | --------- | ----- |  | ---------- | - | ---------- | -------------- |  |  | ----- | -
|                      |  | Number of |       |  |            |   |            | % of Partners | 
|                      |  | Contracts |       |  | Fair Value |   |            | Capital        | 
|                     
|Options Owned         |  |           |       |  |            |   |            |                |  |  |       |  
|Indices               |  |           |       |  |            |   |            |                |  |  |       |  
|Puts                  |  |           | 966   |  |            | $ | 3,743,250  |                |  |  | 1.42  | %
|                      |  |           |       |  |            |   |            |                |  |  |       |  
|Total options owned   |  |           |       |  |            |   | 3,743,250  |                |  |  | 1.42  |  
|                      |  |           |       |  |            |   |            |                |  |  |       |  
|Options Written       |  |           |       |  |            |   |            |                |  |  |       |  
|Indices               |  |           |       |  |            |   |            |                |  |  |       |  
|Calls                 |  |           | 552   |  |            |   | (34,500    | )              |  |  | (0.01 | )
|Puts                  |  |           | 9,246 |  |            |   | (3,363,750 | )              |  |  | (1.28 | )
|                      |  |           |       |  |            |   |            |                |  |  |       |  
|Total options written |  |           |       |  |            |   | (3,398,250 | )              |  |  | (1.29 | )
|                      |  |           |       |  |            |   |            |                |  |  |       |  
|Total fair value      |  |           |       |  |            | $ | 345,000    |                |  |  | 0.13  | %
|                      |  |           |       |  |            |   |            |                |  |  |       |  





See accompanying notes to financial statements.


F-8



---



##### 



Warrington
    Fund L.P.

 Condensed
    Schedule of Investments
    December 31, 2008




|                      |  |           |    |  |            |   |      |                |  |  |       |    
|--------------------- |  | --------- | -- |  | ---------- | - | ---- | -------------- |  |  | ----- | ---
|                      |  | Number of |    |  |            |   |      | % of Partners | 
|                      |  | Contracts |    |  | Fair Value |   |      | Capital        | 
|                     
|Options Written       |  |           |    |  |            |   |      |                |  |  |       |    
|Indices               |  |           |    |  |            |   |      |                |  |  |       |    
|Puts                  |  |           | 45 |  |            | $ | (563 | )              |  |  | (0.00 | )%*
|                      |  |           |    |  |            |   |      |                |  |  |       |    
|Total options written |  |           |    |  |            |   | (563 | )              |  |  | (0.00 | )* 
|                      |  |           |    |  |            |   |      |                |  |  |       |    
|Total fair value      |  |           |    |  |            | $ | (563 | )              |  |  | (0.00 | )%*
|                      |  |           |    |  |            |   |      |                |  |  |       |    





|  |  |                
|- |  | ---------------
|* |  | Due to rounding



See accompanying notes to financial statements.


F-9



---



##### 



Warrington
    Fund L.P.


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




|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------------ |  | ---- | - | ------------ | ---- |  | - | ------------ | -
|                                                                                                                              |  | 2009 |              |  | 2008 |   |              | 2007 | 
|                                                                                                                             
|Income:                                                                                                                       |  |      |              |  |      |   |              |      |  |   |              |  
|Net gains (losses) on trading of commodity interests:                                                                         |  |      |              |  |      |   |              |      |  |   |              |  
|Net realized gains (losses) on closed contracts                                                                               |  | $    | 42,716,207   |  |      | $ | (44,464,116  | )    |  | $ | 44,160,741   |  
|Change in net unrealized gains (losses) on open contracts                                                                     |  |      | 3,885,325    |  |      |   | (785,500     | )    |  |   | (2,984,985   | )
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Gain (loss) from trading, net                                                                                                 |  |      | 46,601,532   |  |      |   | (45,249,616  | )    |  |   | 41,175,756   |  
|Interest income (Note 3c)                                                                                                     |  |      | 161,984      |  |      |   | 3,161,288    |      |  |   | 9,716,417    |  
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Total income (loss)                                                                                                           |  |      | 46,763,516   |  |      |   | (42,088,328  | )    |  |   | 50,892,173   |  
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Expenses:                                                                                                                     |  |      |              |  |      |   |              |      |  |   |              |  
|Brokerage commissions, including clearing fees (Note 3c)                                                                      |  |      | 9,983,103    |  |      |   | 11,991,502   |      |  |   | 12,630,719   |  
|Management fees (Note 3b)                                                                                                     |  |      | 4,778,143    |  |      |   | 5,873,616    |      |  |   | 5,616,894    |  
|Administrative fees (Note 3a)                                                                                                 |  |      | 1,194,535    |  |      |   | 1,468,406    |      |  |   | 1,404,224    |  
|Professional fees                                                                                                             |  |      | 204,962      |  |      |   | 299,959      |      |  |   | 297,984      |  
|Other                                                                                                                         |  |      | 43,917       |  |      |   | 67,010       |      |  |   | 61,906       |  
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Total expenses                                                                                                                |  |      | 16,204,660   |  |      |   | 19,700,493   |      |  |   | 20,011,727   |  
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Net income (loss) before allocation to Special Limited Partner                                                                |  |      | 30,558,856   |  |      |   | (61,788,821  | )    |  |   | 30,880,446   |  
|Allocation to Special Limited Partner (Note 3b)                                                                               |  |      |             |  |      |   | (2,378,053   | )    |  |   | (5,157,469   | )
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Net income (loss) after allocation to Special Limited Partner                                                                 |  | $    | 30,558,856   |  |      | $ | (64,166,874  | )    |  | $ | 25,722,977   |  
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 7) |  | $    | 138.00       |  |      | $ | (253.85      | )    |  | $ | 131.71       |  
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  
|Weighted average units outstanding                                                                                            |  |      | 219,931.8990 |  |      |   | 250,116.7518 |      |  |   | 251,881.0462 |  
|                                                                                                                              |  |      |              |  |      |   |              |      |  |   |              |  





See accompanying notes to financial statements.


F-10



---



##### 



Warrington
    Fund L.P.


    Statements of Changes in Partners Capital
    for the years ended 2009, 2008 and 2007




|                                                                                                                                      |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ----------- | - | ------- | - | ---------- | ------- |  | - | ---------- | - |  | - | ----------- | -
|                                                                                                                                      |  |          |             |   | Special |   |            |         |  |   |            |  
|                                                                                                                                      |  | Limited  |             |   | Limited |   |            | General |  |   |            |  
|                                                                                                                                      |  | Partners |             |   | Partner |   |            | Partner |  |   | Total      |  
|                                                                                                                                     
|Partners Capital at December 31, 2006                                                                                                |  | $        | 294,497,481 |   |         | $ | 775,210    |         |  | $ | 2,046,716  |   |  | $ | 297,319,407 |  
|Sale of 38,644.9036 Redeemable Units of Limited Partnership
    Interest                                                              |  |          | 43,938,630  |   |         |   |           |         |  |   |           |   |  |   | 43,938,630  |  
|Allocation of 4,127.7584 Redeemable Units of Limited Partnership
    Interest to the Special Limited Partner                          |  |          |            |   |         |   | 5,157,469  |         |  |   |           |   |  |   | 5,157,469   |  
|Redemption of 83,799.4783 Redeemable Units of Limited
    Partnership Interest                                                        |  |          | (91,126,379 | ) |         |   |           |         |  |   |           |   |  |   | (91,126,379 | )
|Redemption of 693.5451 Redeemable Units of Special Limited
    Partnership Interest                                                   |  |          |            |   |         |   | (785,163   | )       |  |   |           |   |  |   | (785,163    | )
|Net income (loss) available for pro rata distribution                                                                                 |  |          | 25,471,849  |   |         |   | 9,953      |         |  |   | 241,175    |   |  |   | 25,722,977  |  
|                                                                                                                                      |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|Partners Capital at December 31, 2007                                                                                                |  |          | 272,781,581 |   |         |   | 5,157,469  |         |  |   | 2,287,891  |   |  |   | 280,226,941 |  
|Sale of 74,341.9316 Redeemable Units of Limited Partnership
    Interest                                                              |  |          | 90,506,635  |   |         |   |           |         |  |   |           |   |  |   | 90,506,635  |  
|Allocation of 1,840.4704 Redeemable Units of Limited Partnership
    Interest to the Special Limited Partner                          |  |          |            |   |         |   | 2,378,053  |         |  |   |           |   |  |   | 2,378,053   |  
|Redemption of 65,710.7432 Redeemable Units of Limited
    Partnership Interest and 1,631.0000 of General Partner Unit
    equivalents |  |          | (73,330,014 | ) |         |   |           |         |  |   | (1,973,412 | ) |  |   | (75,303,426 | )
|Redemption of 5,968.2288 Redeemable Units of Special Limited
    Partnership Interest                                                 |  |          |            |   |         |   | (7,487,599 | )       |  |   |           |   |  |   | (7,487,599  | )
|Net income (loss) available for pro rata distribution                                                                                 |  |          | (64,003,697 | ) |         |   | (47,923    | )       |  |   | (115,254   | ) |  |   | (64,166,874 | )
|                                                                                                                                      |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|Partners Capital at December 31, 2008                                                                                                |  |          | 225,954,505 |   |         |   |           |         |  |   | 199,225    |   |  |   | 226,153,730 |  
|Sale of 52,976.2953 Redeemable Units of Limited                                                                                       |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|Partnership Interest and 2,236.9147 of General                                                                                        |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|Partner Unit equivalents                                                                                                              |  |          | 57,366,000  |   |         |   |           |         |  |   | 2,455,036  |   |  |   | 59,821,036  |  
|Redemption of 50,314.8532 Redeemable Units                                                                                            |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|of Limited Partnership Interest                                                                                                       |  |          | (53,480,428 | ) |         |   |           |         |  |   |           |   |  |   | (53,480,428 | )
|Net income (loss) available for pro rata distribution                                                                                 |  |          | 30,450,489  |   |         |   |           |         |  |   | 108,367    |   |  |   | 30,558,856  |  
|                                                                                                                                      |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|Partners Capital at December 31, 2009                                                                                                |  | $        | 260,290,566 |   |         | $ |           |         |  | $ | 2,762,628  |   |  | $ | 263,053,194 |  
|                                                                                                                                      |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|                                                                                                                                      |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  
|Net Asset Value per Unit:                                                                                                             |  |          |             |   |         |   |            |         |  |   |            |   |  |   |             |  



2007:

$
1,249.462008:

$
995.612009:

$
1,133.61






See accompanying notes to financial statements.


F-11



---



##### 





Warrington
    Fund L.P.


 Notes to
    Financial Statements
    December 31, 2009




|   |                              
|-- | -----------------------------
|1. | Partnership
    Organization:























|   |                         
|-- | ------------------------
|2. | Accounting
    Policies:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities, income
    and expenses, and related disclosures of contingent assets and
    liabilities in the financial statements and accompanying notes.
    In making these estimates and assumptions, management has
    considered the effects, if any, of events occurring after the
    date of the Partnerships Statements of Financial Condition
    through the date the financial statements were issued. As a
    result, actual results could differ from these estimates.

F-12



---



##### 





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






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Statement of Cash Flows.  The Partnership is
    not required to provide a Statement of Cash Flows as permitted
    by ASC 230, Statement of Cash Flows (formerly, FAS No. 102,
    Statement of Cash Flows  Exemption of Certain
    Enterprises and Classification of Cash Flows from Certain
    Securities Acquired for Resale).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | c. | Partnerships Investments.  All commodity
    interests (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on options are included as a component of equity
    in trading account on the Statements of Financial Condition.
    Realized gains or losses and any change in net unrealized gains
    or losses from the preceding period are reported in the
    Statements of Income and Expenses.



Partnerships Fair Value
    Measurements.




FAS No. 157-4,






F-13



---



##### 





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








|                  |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 
|----------------- |  | ---------- | --------- |  | ---------------- | - | --------- | ----------------- |  | - | ------------ |  |  | - | - | 
|                  |  |            |           |  | Quoted Prices in |   |           |                   |  |   | Significant  | 
|                  |  |            |           |  | Active Markets   |   |           | Significant Other |  |   | Unobservable | 
|                  |  |            |           |  | for Identical    |   |           | Observable Inputs |  |   | Inputs       | 
|                  |  | 12/31/2009 |           |  | Assets (Level 1) |   |           | (Level 2)         |  |   | (Level 3)    | 
|                 
|Assets            |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 
|Options owned     |  | $          | 3,743,250 |  |                  | $ | 3,743,250 |                   |  | $ |             |  |  | $ |  | 
|                  |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 
|Total assets      |  |            | 3,743,250 |  |                  |   | 3,743,250 |                   |  |   |             |  |  |   |  | 
|                  |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 
|Liabilities       |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 
|Options written   |  | $          | 3,398,250 |  |                  | $ | 3,398,250 |                   |  | $ |             |  |  | $ |  | 
|                  |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 
|Total liabilities |  |            | 3,398,250 |  |                  |   | 3,398,250 |                   |  |   |             |  |  |   |  | 
|                  |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 
|Total fair value  |  | $          | 345,000   |  |                  | $ | 345,000   |                   |  | $ |             |  |  | $ |  | 
|                  |  |            |           |  |                  |   |           |                   |  |   |              |  |  |   |   | 





|                  |  |            |      |   |                  |   |      |                   |  |   |              |  |  |   |   | 
|----------------- |  | ---------- | ---- | - | ---------------- | - | ---- | ----------------- |  | - | ------------ |  |  | - | - | 
|                  |  |            |      |   | Quoted Prices in |   |      |                   |  |   | Significant  | 
|                  |  |            |      |   | Active Markets   |   |      | Significant Other |  |   | Unobservable | 
|                  |  |            |      |   | for Identical    |   |      | Observable Inputs |  |   | Inputs       | 
|                  |  | 12/31/2008 |      |   | Assets (Level 1) |   |      | (Level 2)         |  |   | (Level 3)    | 
|                 
|Liabilities       |  |            |      |   |                  |   |      |                   |  |   |              |  |  |   |   | 
|Options written   |  | $          | 563  |   |                  | $ | 563  |                   |  | $ |             |  |  | $ |  | 
|                  |  |            |      |   |                  |   |      |                   |  |   |              |  |  |   |   | 
|Total liabilities |  |            | 563  |   |                  |   | 563  |                   |  |   |             |  |  |   |  | 
|                  |  |            |      |   |                  |   |      |                   |  |   |              |  |  |   |   | 
|Total fair value  |  | $          | (563 | ) |                  | $ | (563 | )                 |  | $ |             |  |  | $ |  | 
|                  |  |            |      |   |                  |   |      |                   |  |   |              |  |  |   |   | 





| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | d. | Options.  The Partnership may purchase and
    write (sell) both exchange listed and over-the-counter, options
    on commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Partnership writes an option, the premium
    received is recorded as a liability in the Statements of
    Financial Condition and marked to market daily. When the
    Partnership purchases an option, the premium paid is recorded as
    an asset in the Statements of Financial Condition and marked to
    market daily. Realized gains (losses) and changes in unrealized
    gains (losses) on options contracts are included in the
    Statements of Income and Expenses.



| |    |                                                                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e. | Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.









F-14



---



##### 





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




| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | f. | Subsequent Events.  In 2009, the Partnership
    adopted ASC 855, Subsequent Events (formerly,
    FAS No. 165, Subsequent Events). The
    objective of ASC 855 is to establish general standards of
    accounting for and disclosure of events that occur after the
    balance sheet date but before financial statements are issued or
    available to be issued. Management has determined that there
    were no subsequent events requiring adjustment or disclosure in
    the financial statements.



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | g. | Recent Accounting Pronouncements.  In January
    2010, the FASB issued Accounting Standards
    Update No. 2010-06
    (ASU
    2010-06),
    Improving Disclosures about Fair Value Measurements,
    which, among other things, amends ASC 820 to require entities to
    separately present purchases, sales, issuances, and settlements
    in their reconciliation of Level 3 fair value measurements
    (i.e. to present such items on a gross basis rather than on a
    net basis), and which clarifies existing disclosure requirements
    provided by ASC 820 regarding the level of disaggregation and
    the inputs and valuation techniques used to measure fair value
    for measurements that fall within either Level 2 or
    Level 3 of the fair value hierarchy. ASU
    2010-06 is
    effective for interim and annual periods beginning after
    December 15, 2009, except for the disclosures about
    purchases, sales, issuances, and settlements in the roll forward
    of activity in Level 3 fair value measurements (which are
    effective for fiscal years beginning after December 15,
    2010, and for interim periods within those fiscal years).
    Management is currently assessing the impact that the adoption
    of ASU
    2010-06 will
    have on the Partnerships financial statements disclosures.



No. 2010-09 2010-09),




| |    |                                                                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | h. | Net Income (Loss) per Redeemable Unit.  Net
    income (loss) per Redeemable Unit is calculated in accordance
    with investment company guidance. See footnote 7 for Financial
    Highlights.



|   |            
|-- | -----------
|3. | Agreements:



| |    |                               
| | -- | ------------------------------
| | a. | Limited Partnership Agreement:







| |    |                      
| | -- | ---------------------
| | b. | Management Agreement:





F-15



---



##### 





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












| |    |                    
| | -- | -------------------
| | c. | Customer Agreement:



give-up, 30-day 3-month and/or 90-day and/or




|   |                        
|-- | -----------------------
|4. | Trading
    Activities:





















F-16



---



##### 





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








|                    |  |              |           |  
|------------------- |  | ------------ | --------- | -
|                    |  | December 31, |          
|                    |  | 2009         |          
|                   
|Assets              |  |              |           |  
|Options Owned       |  |              |           |  
|Indices             |  | $            | 3,743,250 |  
|                    |  |              |           |  
|Total options owned |  | $            | 3,743,250 | *
|                    |  |              |           |  





|  |  |                                                                                              
|- |  | ---------------------------------------------------------------------------------------------
|* |  | This amount is in Options owned at fair value on the
    Statements of Financial Condition.



|                      |  |              |            |    
|--------------------- |  | ------------ | ---------- | ---
|                      |  | December 31, |           
|                      |  | 2009         |           
|                     
|Liabilities           |  |              |            |    
|Options Written       |  |              |            |    
|Indices               |  | $            | (3,398,250 | )  
|                      |  |              |            |    
|Total options written |  | $            | (3,398,250 | )**
|                      |  |              |            |    





|   |  |                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------
|** |  | This amount is in Options written at fair value on
    the Statements of Financial Condition.







|        |  |                          |            |    
|------- |  | ------------------------ | ---------- | ---
|        |  | December 31, 2009        |           
|Sector  |  | Gain (Loss) from Trading |           
|       
|Indices |  | $                        | 46,601,532 |    
|        |  |                          |            |    
|Total   |  | $                        | 46,601,532 | ***
|        |  |                          |            |    





|    |  |                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------
|*** |  | This amount is in Gain (loss) from trading, net on
    the Statements of Income and Expenses.



|   |                                                  
|-- | -------------------------------------------------
|5. | Subscriptions,
    Distributions and Redemptions:







|   |                    
|-- | -------------------
|6. | Offering
    Costs:









F-17



---



##### 





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






|   |                          
|-- | -------------------------
|7. | Financial
    Highlights:







|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|-------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                             |  | 2009 |          |   | 2008 |   |          | 2007 | 
|                                                                                            
|Net realized and unrealized gains (losses)*                                                  |  | $    | 165.53   |   |      | $ | (226.09  | )    |  | $ | 146.63   |  
|Interest income                                                                              |  |      | 0.74     |   |      |   | 12.71    |      |  |   | 38.25    |  
|Expenses and allocation to Special Limited Partner**                                         |  |      | (28.27   | ) |      |   | (40.47   | )    |  |   | (53.17   | )
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|Increase (decrease) for the period                                                           |  |      | 138.00   |   |      |   | (253.85  | )    |  |   | 131.71   |  
|Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of period |  |      | 995.61   |   |      |   | 1,249.46 |      |  |   | 1,117.75 |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  
|Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of period       |  | $    | 1,133.61 |   |      | $ | 995.61   |      |  | $ | 1,249.46 |  
|                                                                                             |  |      |          |   |      |   |          |      |  |   |          |  







|   |  |                                
|-- |  | -------------------------------
|*  |  | Includes brokerage commissions.
|  
|  
|** |  | Excludes brokerage commissions.



|                                                                                  |  |      |      |    |      |  |       |      |  |  |      |   
|--------------------------------------------------------------------------------- |  | ---- | ---- | -- | ---- |  | ----- | ---- |  |  | ---- | --
|                                                                                  |  | 2009 |      |    | 2008 |  |       | 2007 | 
|Ratios to average Net Assets:***                                                  |  |      |      |    |      |  |       |      |  |  |      |   
|Net investment income (loss) before allocation to Special
    Limited Partner**** |  |      | (6.8 | )% |      |  | (5.8  | )%   |  |  | (3.8 | )%
|                                                                                  |  |      |      |    |      |  |       |      |  |  |      |   
|                                                                                  |  |      |      |    |      |  |       |      |  |  |      |   
|Operating expenses                                                                |  |      | 6.9  | %  |      |  | 6.9   | %    |  |  | 7.3  | % 
|Allocation to Special Limited Partner                                             |  |      |     | %  |      |  | 0.8   | %    |  |  | 1.9  | % 
|                                                                                  |  |      |      |    |      |  |       |      |  |  |      |   
|Total expenses                                                                    |  |      | 6.9  | %  |      |  | 7.7   | %    |  |  | 9.2  | % 
|                                                                                  |  |      |      |    |      |  |       |      |  |  |      |   
|Total return:                                                                     |  |      |      |    |      |  |       |      |  |  |      |   
|Total return before allocation to Special Limited Partner                         |  |      | 13.9 | %  |      |  | (19.5 | )%   |  |  | 13.8 | % 
|Allocation to Special Limited Partner                                             |  |      |     | %  |      |  | (0.8  | )%   |  |  | (2.0 | )%
|                                                                                  |  |      |      |    |      |  |       |      |  |  |      |   
|Total return after allocation to Special Limited Partner                          |  |      | 13.9 | %  |      |  | (20.3 | )%   |  |  | 11.8 | % 
|                                                                                  |  |      |      |    |      |  |       |      |  |  |      |   







|     |  |                                                                                                
|---- |  | -----------------------------------------------------------------------------------------------
|***  |  | Ratios to Average Net Assets (except allocation to Special
    Limited Partner) are annualized.
|    
|    
|**** |  | Interest income less total expenses.                                                           







|   |                                
|-- | -------------------------------
|8. | Financial
    Instrument Risks:





F-18



---



##### 





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


























F-19



---



##### 



For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    from April 1, 2009
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    to June 30, 2009
    
    March 31, 2009Net realized and unrealized trading
gains (losses) net of brokerage
commissions and clearing fees
including interest income
    
    $
    7,582,506
    
    
    $
    3,228,845
    
    
    $
    12,287,335
    
    
    $
    13,681,727Net income (loss) before
allocation to Special Limited Partner
    
    $
    5,932,671
    
    
    $
    1,687,508
    
    
    $
    10,776,243
    
    
    $
    12,162,434Net income (loss) after allocation
to Special Limited Partner
    
    $
    5,932,671
    
    
    $
    1,687,508
    
    
    $
    10,776,243
    
    
    $
    12,162,434Increase (decrease) in Net Asset
Value per Redeemable Unit
    
    $
    25.09
    
    
    $
    7.82
    
    
    $
    50.12
    
    
    $
    54.97
 For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    from April 1, 2008
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    to June 30, 2008
    
    March 31, 2008Net realized and unrealized trading
gains (losses) net of brokerage
commissions and clearing fees
including interest income
    
    $
    (25,270,038
    )
    
    $
    (46,607,806
    )
    
    $
    24,863,581
    
    
    $
    (7,065,567
    )Net income (loss) before
allocation to Special Limited Partner
    
    $
    (26,956,572
    )
    
    $
    (48,643,873
    )
    
    $
    22,796,367
    
    
    $
    (8,984,743
    )Net income (loss) after allocation
to Special Limited Partner
    
    $
    (26,956,572
    )
    
    $
    (48,643,873
    )
    
    $
    20,418,314
    
    
    $
    (8,984,743
    )Increase (decrease) in Net Asset
Value per Redeemable Unit
    
    $
    (106.49
    )
    
    $
    (189.99
    )
    
    $
    82.15
    
    
    $
    (39.52
    )
 F-20




---



##### 



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
    Item 9A(T).
    
    Controls and Procedures.
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
 
    
    provide reasonable assurance that (i) transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and (ii) the Partnerships
receipts are handled and expenditures are made only pursuant to authorizations of the
General Partner; and
 
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
 Financial Statements and Supplementary Data
  Financial Statements and Supplementary Data.
 Item 9B.
    
    Other Information. None
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PART III
 Item 10.
    
    Directors and Executive Officers of the Registrant.
      19




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Item 11.
    
    Executive Compensation.
 Business.
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Security ownership of certain beneficial owners.
 Security ownership of management.
  * Kimple investment
    
    60.0000 Redeemable Units* Scott C. Kimple Trust
    
    4,194.6700 Redeemable Units
 
 *
    
    No one principal owns more than 1% of Redeemable Units. Changes in control
 Item 13.
    
    Certain Relationship and Related Transactions, and Director Independence.
 Business Executive
Compensation.
 Item 14.
    
    Principal Accountant Fees and Services.
 Audit Fees.
 
 Audit-Related Fees.
 Tax
Fees
 
 All Other Fees.
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PART IV
 Item 15.
    
    Exhibits and Financial Statement Schedules.
 (a)(1)
    
    Financial Statements:Statements of Financial Condition at December 31, 2009 and 2008.Condensed Schedules of Investments at December 31, 2009 and 2008.Statements of Income and Expenses for the years ended December 31, 2009, 2008 and 2007.Statements of Changes in Partners Capital for the years ended December 31, 2009, 2008 and
2007.Notes to Financial Statements.(2)
    
    Exhibits:
 3.1
    
    (a)
    
    Certificate of Limited Partnership as filed in
the office of the Secretary of State of the State
of New York on November 21, 2005 (filed as
Exhibit 3.1 to general form for registration of
securities on Form 10 filed on April 30, 2007 and
incorporated herein by reference).(b)
    
    Certificate of Amendment of the Certificate of
Limited Partnership as filed in the office of the
Secretary of State of the State of New York,
dated September 19, 2008 ( filed as Exhibit
3.1(b) to the quarterly report on Form 10-Q filed
on November 16, 2009 and incorporated herein by
reference).(c)
    
    Certificate of Amendment of the Certificate of
Limited Partnership as filed in the office of the
Secretary of State of the State of New York,
dated September 28, 2009 (filed as exhibit 99.1
to the current report on Form 8-K filed on
September 30, 2009).3.2
    
    (a)
    
    Second Amended and Restated Limited Partnership
Agreement, dated June 30, 2009 (filed as Exhibit
3.2 to the quarterly report on Form 10-Q filed on
November 16, 2009 and incorporated herein by
reference).(b)
    
    Third Amended and Restated Limited Partnership
Agreement, dated December 21, 2009 (filed as
Exhibit 3.2 to the current report on Form 8-K
filed on December 21, 2009 and incorporated
herein by reference).10.1
    
    (a)
    
    Management Agreement among the Partnership, the
General Partner and Warrington, dated December
31, 2005 (filed as Exhibit 10.1 to the general
form for registration of securities on Form 10
filed on April 30, 2007 and incorporated herein
by reference).(b)
    
    Letter from the General Partner to Warrington
extending Management Agreement for 2009 (dated
June 9, 2009 and filed herein).10.2
    
    
    
    Customer Agreement between the Partnership, the
General Partner and CGM, dated February 17, 2005
(filed as Exhibit 10.2 to the general form for
registration of securities on Form 10 filed on
April 30, 2007 and incorporated herein by
reference).10.3
    
    
    
    Amended and Restated Agency Agreement between the
Partnership, the General Partner and CGM, dated
April 26, 2007 (filed as Exhibit 10.3 to the
general form for registration of securities on
Form 10 filed on April 30, 2007 and incorporated
herein by reference).10.4
    
    
    
    Selling Agreement between the Partnership, the
General Partner, CGM and Credit Suisse Securities
(USA) LLC, dated September 30, 2008 (filed as
Exhibit 10.4 to the quarterly report on Form 10-Q
filed on November 16, 2009 and incorporated
herein by reference).10.5
    
    
    
    Form of Subscription Agreement (filed as Exhibit
10.5 to the quarterly report on Form 10-Q filed
on November 16, 2009 and incorporated herein by
reference).10.6
    
    
    
    Form of Third Party Subscription Agreement.
(filed as Exhibit 10.6 to the quarterly report on
Form 10-Q filed on November 16, 2009 and
incorporated herein by reference).10.9
    
    
    
    Joinder Agreement among the Partnership, the
General Partner, CGM and Morgan Stanley Smith
Barney LLC, dated June 1, 2009 (filed as exhibit
10 to the quarterly report on Form 10-Q filed on
August 14, 2009 and incorporated herein by
reference).10.10
    
    
    
    Escrow Agreement among the Partnership, the
General Partner, CGM and JPMorgan Chase Bank,
N.A., dated December 23, 2005 (filed as Exhibit
10.9 to the quarterly report on Form 10-Q filed
on November 16, 2009 and incorporated herein by
reference).16.1
    
    (a)
    
    Letter Regarding Change of Certifying Accountant
(filed as Exhibit 16 to the current report 8-K
filed on July 24, 2009 and incorporated herein by
reference).(b)
    
    Letter Regarding Change of Certifying Accountant
(filed as Exhibit 16.1 to current report 8-K
filed on July 1, 2008 and incorporated herein by
reference).The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by
reference
 (a)
    
    Exhibit 31.1  Rule 13a-14(a)/15d-15(a) Certification (Certification of President
and Director)Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial
Officer and Director)Exhibit 32.1  Section 1350 Certification (Certification of President and Director)Exhibit 32.2  Section 1350 Certification (Certification of Chief Financial Officer and
Director)
 
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SIGNATURES
   By:
    
    Ceres Managed Futures LLC

(General Partner)By:
    
    /s/ Jerry Pascucci

Jerry Pascucci, President & Director
  /s/ Jerry Pascucci

Jerry Pascucci
    
    /s/ Shelley Deavitt Ullman

Shelley Deavitt UllmanPresident and DirectorCeres Managed Futures LLC
    
    DirectorCeres Managed Futures LLC/s/ Jennifer Magro

Jennifer Magro
    
    /s/ Daryl Dewbrey

Daryl DewbreyChief Financial Officer and Director(Principal Accounting Officer)Ceres Managed Futures LLC
    
    DirectorCeres Managed Futures LLC/s/ Raymond Nolte

Raymond NolteDirectorCeres Managed Futures LLC
    23