##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (X) ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
 For the fiscal year ended December 31, 2010
 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 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
522 Fifth Avenue, 14th floor
New York, New York 10036
   (212) 296-1999
 
  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




---



##### Table of Contents



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




---



##### Table of Contents



Financial Information about 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




---



##### Table of Contents



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  units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and the Partnerships commodity broker are affiliates;2.
    
    The Advisor, the Partnerships 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




---



##### Table of Contents



Item 3.
    
    Legal Proceedings.
    Credit-Crisis-Related Litigation and Other Matters
  Subprime Mortgage-Related Litigation and Other Matters
      Item 4.
    
    [Removed and Reserved]
 5




---



##### Table of Contents



PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder  Matters and Issuer
Purchase of Equity Securities.
 Market Information
 Holders
 Dividends
 Securities Authorized for Issuance Under Equity Compensation Plans
 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
   Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
  (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, 2010  
October 31, 2010


5,378.0489


$1,005.52


N/A


N/ANovember 1, 2010  
November 30, 2010


9,639.5267


$1,023.23


N/A


N/ADecember 1, 2010  
December 31, 2010


10,684.2792


$1,015.78


N/A


N/A25,701.8548


$1,016.43 *
    
    Generally, Limited Partners are permitted to redeem their
Redeemable Units as of the last day of each month on three business days
notice to the General Partner. Under certain circumstances, the
General Partner can compel redemption, although to date the General
Partner has not exercised this right. Purchases of Redeemable
Units by the Partnership reflected in the chart above were made in
the ordinary course of the Partnerships business in connection
with effecting redemptions for Limited Partners.**
    
    Redemptions of Redeemable Units are effected as of the last day of
each month at the net asset value per Redeemable Unit as of that
day. No fee will be charged for redemptions. 6




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##### Table of Contents



Item 6.
    
    Selected Financial Data.
  Period from February 21,2006 (commencement oftrading operation) to2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    December 31, 2006Net realized and unrealized trading gains (losses) net
of brokerage fees (including clearing fees) of $11,051,196,
$9,983,103, $11,991,502, $12,630,719 and $9,469,977,
respectively
    
    $
    (24,972,220
    )
    
    $
    36,618,429
    
    
    $
    (57,241,118
    )
    
    $
    28,545,037
    
    
    $
    28,205,311Interest income
    
    
    228,292
    
    
    
    161,984
    
    
    
    3,161,288
    
    
    
    9,716,417
    
    
    
    8,158,695(24,743,928
    )
    
    $
    36,780,413
    
    
    $
    (54,079,830
    )
    
    $
    38,261,454
    
    
    $
    36,364,006Net income (loss) before allocation to Special Limited Partner
    
    $
    (31,596,289
    )
    
    $
    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
    
    $
    (31,596,289
    )
    
    $
    30,558,856
    
    
    $
    (64,166,874
    )
    
    $
    25,722,977
    
    
    $
    26,366,269Increase (decrease) in net asset value per unit
    
    $
    (117.83
    )
    
    $
    138.00
    
    
    $
    (253.85
    )
    
    $
    131.71
    
    
    $
    117.75Net asset
value per unit
    
    $
    1,015.78
    
    
    $
    1,133.61
    
    
    $
    995.61
    
    
    $
    1,249.46
    
    
    $
    1,117.75Total assets
    
    $
    235,854,382
    
    
    $
    270,251,354
    
    
    $
    242,555,912
    
    
    $
    284,883,866
    
    
    $
    307,889,348
 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




---



##### Table of Contents



Liquidity
   8




---



##### Table of Contents



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




---



##### Table of Contents



Financial Statements and Supplementary Data
  Capital Resources
     10




---



##### Table of Contents



Results of Operations
  Financial Statements and Supplementary Data
        11




---



##### Table of Contents



12




---



##### Table of Contents



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




---



##### Table of Contents



Critical Accounting Policies
 Partnerships Investments.
 Partnerships Fair Value Measurements.
   Options.
 14




---



##### Table of Contents



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




---



##### Table of Contents



The Partnerships Trading Value at Risk in Different Market Sectors
  December 31, 2010
 % of Total
    
    
    High
    
    
    Low
    
    
    Average *Market Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at RiskIndices
    
    $
    35,745,980
    
    
    
    16.08
    %
    
    $
    153,426,986
    
    
    $
    1,694,925
    
    
    $
    57,779,840Total
    
    $
    35,745,980
    
    
    
    16.08
    %
  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 Material Limitations on Value at Risk as an Assessment of Market Risk
  16




---



##### Table of Contents



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




---



##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data.
 WARRINGTON FUND L.P.
  18




---



##### Table of Contents



To the
    Limited Partners of
    Warrington Fund L.P.
    
  By:
    Walter Davis      Ceres Managed Futures LLC
    212-296-1999
  19




---



TABLE OF CONTENTS  Managements Report on Internal Control Over Financial ReportingEX-10.1.BEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  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
  
 
 
   20




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ Deloitte & Touche LLP

New York, New YorkMarch 23, 2011
 21




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
  22




---



##### Table of Contents



/s/ PricewaterhouseCoopers LLP
 
 23




---



##### Table of Contents



Warrington
    Fund L.P.

 Statements
    of Financial ConditionDecember 31, 2010 and 2009
  2010


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

$
189,733,118


$
174,068,344Cash margin (Note 3c)


44,588,913



92,436,885Options purchased, at fair value (cost $4,225,973 and $3,864,000
    at December 31, 2010 and 2009, respectively)


1,517,063



3,743,250235,839,094



270,248,479Interest receivable (Note 3c)


15,288



2,875Total assets

$
235,854,382


$
270,251,354Liabilities and Partners Capital:Liabilities:Options premium received, at fair value (premium $6,851,750 and
    $7,406,575 at December 31, 2010 and 2009, respectively)

$
1,423,500


$
3,398,250Accrued expenses:Brokerage fees (Note 3c)


732,597



833,916Management fees (Note 3b)


389,302



443,177Administrative fees (Note 3a)


97,326



110,794Professional fees


92,360



87,939Other


24,539



25,149Redemptions payable (Note 5)


10,852,877



2,298,935Total liabilities


13,612,501



7,198,160Partners Capital (Notes 1 and 5):General Partner, 2,650.4783 and 2,437.0184 unit equivalents
    outstanding at December 31, 2010 and 2009, respectively


2,692,303



2,762,628Special Limited Partner 0.0000 Redeemable Units outstanding at
    December 31, 2010 and 2009, respectively






Limited Partners, 216,139.5211 and 229,611.6221 Redeemable Units
    outstanding at December 31, 2010 and 2009, respectively


219,549,578



260,290,566Total partners capital


222,241,881



263,053,194Total liabilities and partners capital

$
235,854,382


$
270,251,354Net asset value per unit

$
1,015.78


$
1,133.61   See accompanying notes to financial statements.
  24




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##### Table of Contents



Warrington
    Fund L.P.Condensed Schedule of InvestmentsDecember 31, 2010
  Number of





% of PartnersContracts


Fair Value


CapitalOptions PurchasedIndicesPuts


2,465


$
1,517,063



0.68
%Total options purchased






1,517,063



0.68Options Premium ReceivedIndicesCalls


4,840



(60,500
)


(0.03
)Puts


11,020



(1,363,000
)


(0.61
)Total options premium received






(1,423,500
)


(0.64
)Total fair value





$
93,563



0.04
%   See accompanying notes to financial statements.
  25




---



##### Table of Contents



Warrington
    Fund L.P.

 Condensed
    Schedule of InvestmentsDecember 31, 2009
  Number of





% of PartnersContracts


Fair Value


CapitalOptions PurchasedIndicesPuts


966


$
3,743,250



1.42
%Total options purchased






3,743,250



1.42Options Premium ReceivedIndicesCalls


552



(34,500
)


(0.01
)Puts


9,246



(3,363,750
)


(1.28
)Total options premium received






(3,398,250
)


(1.29
)Total fair value





$
345,000



0.13
%   See accompanying notes to financial statements.
  26




---



##### Table of Contents



Warrington
    Fund L.P.

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


2009


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

$
(12,752,789
)

$
42,716,207


$
(44,464,116
)Change in net unrealized gains (losses) on open contracts


(1,168,235
)


3,885,325



(785,500
)Gain (loss) from trading, net


(13,921,024
)


46,601,532



(45,249,616
)Interest income (Note 3c)


228,292



161,984



3,161,288Total income (loss)


(13,692,732
)


46,763,516



(42,088,328
)Expenses:Brokerage fees including clearing fees (Note 3c)


11,051,196



9,983,103



11,991,502Management fees (Note 3b)


5,240,041



4,778,143



5,873,616Administrative fees (Note 3a)


1,310,011



1,194,535



1,468,406Professional fees


262,170



204,962



299,959Other


40,139



43,917



67,010Total expenses


17,903,557



16,204,660



19,700,493Net income (loss) before allocation to Special Limited Partner


(31,596,289
)


30,558,856



(61,788,821
)Allocation to Special Limited Partner (Note 3b)










(2,378,053
)Net income (loss) after allocation to Special Limited Partner

$
(31,596,289
)

$
30,558,856


$
(64,166,874
)Net income (loss) per unit (Note 6)

$
(117.83
)

$
138.00


$
(253.85
)Weighted average units outstanding


247,324.0124



219,931.8990



250,116.7518   See accompanying notes to financial statements.
  27




---



##### Table of Contents



Warrington
    Fund L.P.


    Statements of Changes in Partners Capitalfor the years ended 2010, 2009 and
    2008
  SpecialLimited


Limited


GeneralPartners


Partner


Partner


TotalPartners Capital at December 31, 2007

$
272,781,581


$
5,157,469


$
2,287,891


$
280,226,941Subscriptions of 74,341.9316 Redeemable Units


90,506,635











90,506,635Allocation of 1,840.4704 Redeemable Units to Special Limited
    Partner






2,378,053







2,378,053Redemptions of 65,710.7432 Redeemable Units 1,631.0000 Units of
    General Partner unit equivalents


(73,330,014
)






(1,973,412
)


(75,303,426
)Redemptions of 5,968.2288 Redeemable Units






(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



226,153,730Subscriptions of 52,976.2953 Redeemable Units and 2,236.9147
    Units of General Partner unit equivalents


57,366,000







2,455,036



59,821,036Redemptions of 50,314.8532 Redeemable Units


(53,480,428
)










(53,480,428
)Net income (loss) available for pro rata distribution


30,450,489







108,367



30,558,856Partners Capital at December 31, 2009


260,290,566







2,762,628



263,053,194Subscriptions of 62,812.7486 Redeemable Units and 213.4599 Units
    of General Partner unit equivalents


69,739,000







250,000



69,989,000Redemptions of 76,284.8496 Redeemable Units


(79,204,024
)










(79,204,024
)Net income (loss) available for pro rata distribution


(31,275,964
)






(320,325
)


(31,596,289
)Partners Capital at December 31, 2010

$
219,549,578


$



$
2,692,303


$
222,241,881Net asset value per unit:  2008:

$
995.612009:

$
1,133.612010:

$
1,015.78
   See accompanying notes to financial statements.
  28




---



##### Table of Contents



Warrington
    Fund L.P.

 Notes to
    Financial Statements
    December 31, 2010
  1.
    Partnership
    Organization:          2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with accounting
    principles generally accepted in the United States of America
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. As a result, actual results could differ
    from these estimates.b.
    Statement of Cash Flows.  The Partnership is
    not required to provide a Statement of Cash Flows.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.
  29




---



##### Table of Contents



Warrington
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
        Quoted Prices in





SignificantActive Markets


Significant Other


Unobservablefor Identical


Observable Inputs


Inputs12/31/2010


Assets (Level 1)


(Level 2)


(Level 3)AssetsOptions purchased

$
1,517,063


$
1,517,063


$



$
Total assets


1,517,063



1,517,063







LiabilitiesOptions premium received

$
1,423,500


$
1,423,500


$



$
Total liabilities


1,423,500



1,423,500







Total fair value

$
93,563


$
93,563


$



$
    30




---



##### Table of Contents



Warrington
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  Quoted Prices in





SignificantActive Markets


Significant Other


Unobservablefor Identical


Observable Inputs


Inputs12/31/2009


Assets (Level 1)


(Level 2)


(Level 3)AssetsOptions purchased

$
3,743,250


$
3,743,250


$



$
Total assets


3,743,250



3,743,250







LiabilitiesOptions premium received

$
3,398,250


$
3,398,250


$



$
Total liabilities


3,398,250



3,398,250







Total fair value

$
345,000


$
345,000


$



$
   d.
    Options.  The Partnership may purchase and
    write (sell) both exchange listed and over-the-counter
    (OTC), options on commodities or financial
    instruments. An option is a contract allowing, but not
    requiring, its holder to buy (call) or sell (put) a specific or
    standard commodity or financial instrument at a specified price
    during a specified time period. The option premium is the total
    price paid or received for the option contract. When the
    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.
    Subsequent Events.  Management of the
    Partnership evaluates events that occur after the balance sheet
    date but before financial statements are filed. Management has
    assessed the subsequent events through the date of filing and
    determined that there were no subsequent events requiring
    adjustment of or disclosure in the financial statements.  g.
    Net Income (Loss) per Unit.  Net income (loss)
    per unit is calculated in accordance with investment company
    guidance. See Note 6, Financial Highlights.  31




---



##### Table of Contents



Warrington
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:        c.
    Customer Agreement:  give-up,
  32




---



##### Table of Contents



Warrington
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  30-day 3-month
  4.
    Trading
    Activities:          December 31,


December 31,2010


2009AssetsOptions PurchasedIndices

$
1,517,063


$
3,743,250Total options purchased

$
1,517,063
*

$
3,743,250
*   *
    
    This amount is in Options purchased, at fair value
    on the Statements of Financial Condition.  December 31,


December 31,2010


2009LiabilitiesOptions Premium ReceivedIndices

$
(1,423,500
)

$
(3,398,250
)Total options premium received

$
(1,423,500
)**

$
(3,398,250
)**   **
    
    This amount is in Options premium received, at fair
    value on the Statements of Financial Condition.    2010


2009Sector

Gain (Loss) from Trading


Gain (Loss) from TradingIndices

$
(13,921,024
)

$
46,601,532Total

$
(13,921,024
)***

$
46,601,532
***   ***
    
    This amount is in Gain (loss) from trading, net on
    the Statements of Income and Expenses.  33




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##### Table of Contents



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


2009


2008Net realized and unrealized gains (losses)*

$
(91.04
)

$
165.53


$
(226.09
)Interest income


0.92



0.74



12.71Expenses and allocation to Special Limited Partner**


(27.71
)


(28.27
)


(40.47
)Increase (decrease) for the year


(117.83
)


138.00



(253.85
)Net asset value per unit, beginning of the year


1,133.61



995.61



1,249.46Net asset value per unit, end of the year

$
1,015.78


$
1,133.61


$
995.61    *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees.  2010


2009


2008Ratios to average Net Assets:***Net investment income (loss) before allocation to Special
    Limited Partner****


(6.9
)%


(6.8
)%


(5.8
)%Operating expenses


7.0
%


6.9
%


6.9
%Allocation to Special Limited Partner



%



%


0.8
%Total expenses


7.0
%


6.9
%


7.7
%Total return:Total return before allocation to Special Limited Partner


(10.4
)%


13.9
%


(19.5
)%Allocation to Special Limited Partner



%



%


(0.8
)%Total return after allocation to Special Limited Partner


(10.4
)%


13.9
%


(20.3
)%    ***
    
    Ratios to Average Net Assets (except allocation to Special
    Limited Partner) are annualized.****
    
    Interest income less total expenses.    34




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##### Table of Contents



Warrington
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  7.
    Financial
    Instrument Risks:                35




---



##### Table of Contents



For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2010 to
    
    July 1, 2010 to
    
    from April 1, 2010
    
    January 1, 2010 toDecember 31, 2010
    
    September 30, 2010
    
    to June 30, 2010
    
    March 31, 2010Net realized and unrealized trading
gains (losses) net of brokerage
fees and clearing fees
including interest income
    
    $
    1,711,679
    
    
    $
    8,119,690
    
    
    $
    (45,045,053
    )
    
    $
    10,469,756Net income (loss) before
allocation to Special Limited Partner
    
    $
    130,295
    
    
    $
    6,458,841
    
    
    $
    (46,828,893
    )
    
    $
    8,643,468Net income (loss) after allocation
to Special Limited Partner
    
    $
    130,295
    
    
    $
    6,458,841
    
    
    $
    (46,828,893
    )
    
    $
    8,643,468Increase (decrease) in net asset
value per unit
    
    $
    0.44
    
    
    $
    25.53
    
    
    $
    (179.77
    )
    
    $
    35.97
 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
fees 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 unit
    
    $
    25.09
    
    
    $
    7.82
    
    
    $
    50.12
    
    
    $
    54.97
 36




---



##### Table of Contents



Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
    Item 9A.
    
    Controls and Procedures.
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
 
    
    provide reasonable assurance that (i) transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and (ii) the Partnerships
receipts are handled and expenditures are made only pursuant to authorizations of the
General Partner; and
 
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
 Financial Statements and Supplementary Data
  Item 9B.
    
    Other Information. None.
 37




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##### Table of Contents



PART III
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
       38




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##### Table of Contents



39




---



##### Table of Contents



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.
  (1)   Title of Class
    
    (2)  Name of Beneficial 
Owner
    
    (3)  Amount and 
Nature of 
Beneficial 
Ownership
    
    (4)  Percent of 
ClassGeneral Partner unit equivalents
    
    General Partner
    
    2,650.4783
    
    1.2%
 Changes in control
 Item 13.
    
    Certain Relationship and Related Transactions, and Director Independence.
 Transactions with related persons. None.
 Review, approval or ratification of transactions with related persons. Not applicable.
 Promoters and certain control persons. Business Executive
Compensation.
 Item 14.
    
    Principal Accountant Fees and Services.
 Audit Fees.
 Deloitte
    
    
    PwC2010
    
    $
    50,000

    
    $
    N/A2009
    
    $
    76,800
    (1)
    
$
    76,400
    (2)
 
 (1)
 (2)
 Audit-Related Fees.
 Tax
Fees
 
 All Other Fees.
   40




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##### Table of Contents



PART IV
 Item 15.
    
    Exhibits and Financial Statement Schedules.
 (a)(1)
    
    Financial Statements:Statements of Financial Condition at December 31, 2010 and 2009.Condensed Schedules of Investments at December 31, 2010 and 2009.Statements of Income and Expenses for the years ended December 31, 2010, 2009 and 2008.Statements of Changes in Partners Capital for the years ended December 31, 2010, 2009 and
2008.Notes to Financial Statements.(2)
    
    Exhibits:
 3.1
    
    (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).(d)
    
    Certificate of Amendment to the Certificate of
Limited Partnership as filed in the office of the
Secretary of State of the State of New York,
dated June 30, 2010 (filed as Exhibit 3.1 (d)
to the current report on Form 8-K filed on July 2, 2010
And incorporated herein by reference).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 2010 (dated
June 1, 2010 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).
 
 41




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##### Table of Contents



10.11
    
    
    
    Selling Agreement dated January 6, 2011 by
and among the Registrant, the General Partner, CGM and Baird (filed as Exhibit 10.11
to current report on Form 8-K filed on January 7, 2011).10.12
    
    
    
    Services Agreement dated January 6, 2011 by and
among the Registrant, the General Partner, CGM and Baird (filed as Exhibit 10.12 to
current report on Form 8-K filed on January 7, 2011).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)
 
 42




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##### Table of Contents



SIGNATURES
   By:
    
    Ceres Managed Futures LLC

(General Partner)By:
    
    /s/ Walter Davis

Walter Davis
 President & DirectorDate: March 31, 2011
  /s/ Walter Davis

Walter Davis
    
    /s/ Michael McGrath

Michael McGrath
    
    /s/ Patrick T. Egan

Patrick T. EganPresident
and Director

Ceres Managed Futures LLC
    
    Director

Ceres Managed Futures LLC
    
    Director

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

Ceres Managed Futures LLC
Date:
March 31, 2011
    
    Director

Ceres Managed Futures LLC
Date:
March 31, 2011Date:
March 31, 2011/s/ Ian Bernstein
    
    /s/ Harry HandlerIan Bernstein
    
    Harry HandlerDirector

Ceres Managed Futures LLC
    
    Director

Ceres Managed Futures LLCDate:
March 31, 2011
    
    Date:
March 31, 2011
    43