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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011
 
OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from            to           
 
Commission File Number 0-53211
 
EMERGING CTA PORTFOLIO  L.P.
 
(Exact name of registrant as specified in its charter)
 
     

New York
  04-3768983
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
c/o Ceres Managed Futures LLC
522 Fifth Avenue - 14th Floor
New York, New York 10036
 
(Address of principal executive offices) (Zip Code)
 
(212) 296-1999
 
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes X  No  
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes X  No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer          Accelerated filer    Non-accelerated filer X          Smaller reporting company   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes    No X
 
As of July 31, 2011, 136,486.8380 Limited Partnership Redeemable Units were outstanding.


 

EMERGING CTA PORTFOLIO L.P.
FORM 10-Q
INDEX
         
        Page
        Number
 
   
         
  Financial Statements:    
         
    Statements of Financial Condition
at June 30, 2011 (unaudited) and December 31, 2010
  3
 
    Condensed Schedules of Investments
at June 30, 2011 (unaudited) and December 31, 2010
  4 – 5
         
    Statements of Income and Expenses
and Changes in Partners’ Capital for the three and six
months ended June 30, 2011 and 2010 (unaudited)
  6
 
    Notes to Financial Statements (unaudited)   7 – 18
         
  Management’s Discussion and
Analysis of Financial Condition
and Results of Operations
  19 – 20
         
  Quantitative and Qualitative
Disclosures about Market Risk
  21 – 26
         
  Controls and Procedures   27
     
  28 – 29
 
Exhibits        
Exhibit 31.1 Certification    
Exhibit 31.2 Certification    
Exhibit 32.1 Certification    
Exhibit 32.2 Certification    
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.


2


 

PART I
Item 1. Financial Statements
Emerging CTA Portfolio L.P.
Statements of Financial Condition
                 
    (Unaudited)        
    June 30,     December 31,  
    2011     2010  
Assets:
               
Investment in Funds, at fair value
  $ 145,903,172     $ 93,009,857  
Equity in trading account:
               
Cash
    52,428,297       85,698,856  
Cash margin
    8,115,035       5,943,791  
Net unrealized appreciation on open futures contracts
    918,738       1,516,219  
Net unrealized appreciation on open forward contracts
          19,265  
Options purchased, at fair value (cost $0 and $854,880 at June 30, 2011 and December 31, 2010, respectively)
          901,226  
 
           
Total trading equity 
    207,365,242       187,089,214  
Interest receivable
    749       7,439  
 
           
Total assets
  $ 207,365,991     $ 187,096,653  
 
           
 
               
Liabilities and Partners’ Capital:
               
Liabilities:
               
Net unrealized depreciation on open forward contracts
  $ 757,148     $  
Accrued expenses:
               
Brokerage fees
    602,609       545,698  
Management fees
    275,133       279,142  
Administrative fees
    85,787       77,685  
Incentive fees
    156,846       500,939  
Other
    117,664       107,923  
Redemptions payable
    7,017,584       2,059,665  
 
           
Total liabilities
    9,012,771       3,571,052  
 
           
Partners’ Capital:
               
General Partner, 1,438.9316 and 1,302.6036 unit equivalents outstanding at June 30, 2011 and December 31, 2010
    2,072,378       1,927,332  
Limited Partners, 136,284.9037 and 122,734.7189 Redeemable Units outstanding at June 30, 2011 and December 31, 2010, respectively
    196,280,842       181,598,269  
 
           
Total partners’ capital
    198,353,220       183,525,601  
 
           
Total liabilities and partners’ capital
  $ 207,365,991     $ 187,096,653  
 
           
Net asset value per unit
  $ 1,440.22     $ 1,479.60  
 
           
See accompanying notes to financial statements.

3


 

Emerging CTA Portfolio L.P.
Condensed Schedule of Investments
June 30, 2011
(Unaudited)
                         
    Notional ($)/                
    Number             % of Partners’  
    of Contracts     Fair Value     Capital  
Futures Contracts Purchased
                       
Currencies
    291     $ 135,014       0.07
Energy
    282       (625,743 )     (0.32 )
Grains
    55       (94,143 )     (0.05 )
Indices
    218       374,203       0.19  
Interest Rates U.S.
    1,277       6,949       0.00
Interest Rates Non-U.S.
    897       (22,828 )     (0.01 )
Livestock
    110       102,781       0.05  
Metals
    30       70,174       0.04  
Softs
    76       38,492       0.02  
 
                   
Total futures contracts purchased
            (15,101 )     (0.01 )
 
                   
Futures Contracts Sold
                       
Currencies
    83       (44,630 )     (0.02 )
Energy
    282       708,439       0.36  
Grains
    69       121,916       0.06  
Indices
    104       (109,398 )     (0.06 )
Interest Rates U.S.
    135       165,540       0.08  
Interest Rates Non-U.S.
    446       56,449       0.03  
Livestock
    26       (10,923 )     (0.01 )
Metals
    25       51,692       0.03  
Softs
    9       (5,246 )     (0.00 )*
 
                   
Total futures contracts sold
            933,839       0.47  
 
                   
Unrealized Appreciation on Forward Contracts
                       
Currencies
  $ 122,398,509       1,361,070       0.69  
Metals
    368       1,129,388       0.57  
 
                   
Total unrealized appreciation on forward contracts
            2,490,458       1.26  
 
                   
Unrealized Depreciation on Forward Contracts
                       
Currencies
  $ 120,805,494       (1,596,176 )     (0.81 )
Metals
    419       (1,651,430 )     (0.83 )
 
                   
Total unrealized depreciation on forward contracts
            (3,247,606 )     (1.64 )
 
                   
Investment in Funds
                       
CMF Altis Partners Master Fund L.P.
            4,852,102       2.45  
Waypoint Master Fund L.P.
            18,896,166       9.53  
Blackwater Master Fund L.P.
            28,243,764       14.24  
PGR Master Fund L.P.
            24,431,748       12.32  
JEM Master Fund L.P.
            23,832,944       12.01  
CMF Cirrus Master Fund L.P.
            23,785,703       11.99  
Flintlock Master Fund L.P.
            21,860,745       11.02  
 
                   
Total investment in Funds
            145,903,172       73.56  
 
                   
Net fair value
          $ 146,064,762       73.64
 
                   
 
*   Due to rounding.
See accompanying notes to financial statements.

4


 

Emerging CTA Portfolio L.P.
Condensed Schedule of Investments
December 31, 2010
                         
    Notional ($)/                
    Number of             % of Partners’  
    Contracts     Fair Value     Capital  
Futures Contracts Purchased
                       
Currencies
    200     $ 313,957       0.17 %
Energy
    62       233,896       0.13  
Grains
    250       538,738       0.29  
Indices
    163       16,869       0.01  
Interest Rates U.S.
    592       135,855       0.07  
Interest Rates Non-U.S.
    640       125,143       0.07  
Livestock
    214       259,202       0.14  
Metals
    75       315,525       0.17  
Softs
    66       18,323       0.01  
 
                   
Total futures contracts purchased
            1,957,508       1.06  
 
                   
Futures Contracts Sold
                       
Currencies
    114       (56,972 )     (0.03 )
Energy
    159       (55,211 )     (0.03 )
Grains
    75       (191,587 )     (0.10 )
Indices
    97       156,446       0.09  
Interest Rates U.S.
    6       25       0.00 *
Interest Rates Non-U.S.
    22       7,402       0.00 *
Livestock
    170       (207,591 )     (0.11 )
Softs
    115       (93,801 )     (0.05 )
 
                   
Total futures contracts sold
            (441,289 )     (0.23 )
 
                   
Unrealized Appreciation on Open Forward Contracts
                       
Currencies
  $ 76,652,847       1,610,313       0.88  
Metals
    92       805,081       0.44  
 
                   
Total unrealized appreciation on open forward contracts
            2,415,394       1.32  
 
                   
Unrealized Depreciation on Open Forward Contracts
                       
Currencies
  $ 69,670,836       (1,639,341 )     (0.89 )
Metals
    88       (756,788 )     (0.41 )
 
                   
Total unrealized depreciation on open forward contracts
            (2,396,129 )     (1.30 )
 
                   
Options Purchased
                       
Calls
                       
Energy
    106       295,740       0.16  
Metals
    109       574,070       0.31  
Softs
    11       31,416       0.02  
 
                   
Total options purchased
            901,226       0.49  
 
                   
Investment in Funds
                       
CMF Altis Partners Master Fund L.P.
            17,568,791       9.57  
CMF Sasco Master Fund L.P.
            18,664,413       10.17  
Waypoint Master Fund L.P.
            21,455,619       11.69  
Blackwater Master Fund L.P.
            20,047,327       10.92  
PGR Master Fund L.P.
            15,273,707       8.32  
 
                   
Total investment in Funds
            93,009,857       50.67  
 
                   
Net fair value
          $ 95,446,567       52.01 %
 
                   
 
*   Due to rounding.
See accompanying notes to financial statements.

5


 

Emerging CTA Portfolio L.P.
Statements of Income and Expenses and Changes in Partners’ Capital
(Unaudited)
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2011     2010     2011     2010  
Investment Income:
                               
Interest income
  $ 2,408     $ 27,245     $ 16,692     $ 40,647  
Interest income from investment in Funds
    6,997       25,416       39,195       37,483  
 
                       
Total investment income
    9,405       52,661       55,887       78,130  
 
                       
Expenses:
                               
Brokerage fees including clearing fees
    2,196,819       1,787,929       4,239,712       3,481,259  
Management fees
    873,834       847,318       1,727,250       1,684,651  
Administrative fees
    260,370       212,352       500,705       421,685  
Incentive fees
    156,846       (67,482 )     276,307       48,096  
Other
    143,667       227,929       281,188       393,139  
 
                       
Total expenses
    3,631,536       3,008,046       7,025,162       6,028,830  
 
                       
Net investment income (loss)
    (3,622,131 )     (2,955,385 )     (6,969,275 )     (5,950,700 )
 
                       
Trading Results:
                               
Net gains (losses) on trading of commodity interests and investment in Funds:
                               
Net realized gains (losses) on closed contracts
    4,827,835       (1,711,594 )     4,212,221       (4,323,036 )
Net realized gains (losses) investment in Funds
    (126,360 )     9,292,621       1,779,404       8,346,208  
Change in net unrealized gains (losses) on open contracts
    (1,483,705 )     (1,700,768 )     (1,420,240 )     626,819  
Change in net unrealized gains (losses) on investment in Funds
    492,442       (7,599,480 )     (2,820,240 )     (3,009,375 )
 
                       
Total trading results
    3,710,212       (1,719,221 )     1,751,145       1,640,616  
 
                       
Net income (loss)
    88,081       (4,674,606 )     (5,218,130 )     (4,310,084 )
Subscriptions — Limited Partners
    13,957,373       6,820,000       34,563,484       19,438,000  
Subscriptions — General Partner
    200,000             200,000        
Redemptions — Limited Partners
    (9,269,306 )     (5,642,424 )     (14,717,735 )     (15,761,351 )
 
                       
Net increase (decrease) in Partners’ Capital
    4,976,148       (3,497,030 )     14,827,619       (633,435 )
Partners’ Capital, beginning of period
    193,377,072       169,569,267       183,525,601       166,705,672  
 
                       
Partners’ Capital, end of period
  $ 198,353,220     $ 166,072,237     $ 198,353,220     $ 166,072,237  
 
                       
Net asset value per unit (137,723.8353 and 121,121.2027 units outstanding at June 30, 2011 and 2010, respectively)
  $ 1,440.22     $ 1,371.12     $ 1,440.22     $ 1,371.12  
 
                       
Net income (loss) per unit*
  $ 0.99     $ (38.29 )   $ (39.38 )   $ (35.26 )
 
                       
Weighted average units outstanding
    141,017.6956       121,854.2150       136,690.7542       121,705.0634  
 
                       
 
*   Based on change in net asset value per unit.
See accompanying notes to financial statements.

6


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
1. General:
     Emerging CTA Portfolio L.P. (the “Partnership”) is a limited partnership that was organized on July 7, 2003 under the partnership laws of the State of New York. The objective of the Partnership is to achieve capital appreciation through the allocation of assets to a “blind pool” of early-stage commodity trading advisors which engage, directly and indirectly, in speculative trading of a diversified portfolio of commodity interests, including futures, forwards and options. The Partnership may also enter into swap and other derivative transactions with the approval of the General Partner (defined below). The sectors traded include currencies, livestock, energy, grains, metals, indices, softs and U.S. and non-U.S. interest rates. The Partnership and the Funds, (as defined in Note 5 “Investment in Funds”) may trade futures, forward and option contracts of any kind. The commodity interests that are traded by the Partnership and the Funds are volatile and involve a high degree of market risk.
     Between December 1, 2003 (commencement of the offering period) and August 5, 2004, 20,872 redeemable units of limited partnership interest (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until August 6, 2004, at which time they were remitted to the Partnership for trading. The Partnership privately and continuously offers Redeemable Units in the Partnership to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.
     Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”). Morgan Stanley, indirectly through various subsidiaries, owns a majority equity interest in MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker and a selling agent for the Partnership, owns a minority equity interest in MSSB Holdings. Citigroup Inc. (“Citigroup”), indirectly through various subsidiaries, wholly owns CGM. Prior to July 31, 2009, the date as of which MSSB Holdings became its owner, the General Partner was wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup.
     As of June 30, 2011, all trading decisions are made for the Partnership by its twelve trading advisors (the “Advisors”) either directly, through individually managed accounts, or indirectly, through investments in other collective investment vehicles. As indicated above, the Partnership allocates its assets to a “blind pool” of trading advisors which refers to the fact that detailed information about the advisors, such as their backgrounds, individual trading strategies and past performance records has not been, and is not expected to be, provided to investors. The General Partner has chosen not to disclose such information because, among other reasons, the advisors engaged to trade on behalf of the Partnership may have little or no performance histories and the mix of advisors may change frequently as new advisors are identified and others progress beyond the “emerging” stage. The Advisors are not affiliated with one another, are not affiliated with the General Partner or CGM and are not responsible for the organization or operation of the Partnership.
     The accompanying financial statements and accompanying notes are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at June 30, 2011 and December 31, 2010, and the results of its operations and changes in partners’ capital for the three and six months ended June 30, 2011 and 2010. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2010.
     The General Partner and each limited partner of the Partnership (each a “Limited Partner”) share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of its capital contribution and profits, if any, net of distributions.
     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.
     Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

7


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
2. Financial Highlights:
     Changes in the net asset value per unit for the three and six months ended June 30, 2011 and 2010 were as follows:
                             
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2011     2010   2011     2010
Net realized and unrealized gains (losses) *
  $ 11.12     $ (28.72 $ (19.34 )   $ (14.98 )
Interest income
    0.07       0.43     0.42       0.64
Expenses **
    (10.20 )     (10.00 )   (20.46 )     (20.92 )
 
                   
Increase (decrease) for the period
    0.99     (38.29   (39.38 )     (35.26 )
Net asset value per unit, beginning of period
    1,439.23       1,409.41     1,479.60       1,406.38
 
                   
Net asset value per unit, end of period
  $ 1,440.22     $ 1,371.12   $ 1,440.22     $ 1,371.12
 
                   
 
*   Includes brokerage fees and clearing fees.
 
**   Excludes brokerage fees and clearing fees.
                                 
    Three Months Ended   Six Months Ended  
    June 30,   June 30,  
    2011     2010   2011     2010  
Ratios to Average Net Assets:***
                             
Net investment income (loss) before incentive fees****
    (6.9 )%     (7.2 )%   (6.9 )%     (7.2 )%
 
                     
 
                             
Operating expenses
    6.9 %     7.3 %   7.0 %     7.3 %
Incentive fees
    0.1 %     %   0.1 %     %
 
                     
Total expenses
    7.0 %     7.3 %   7.1 %     7.3 %
 
                     
Total return:
                             
Total return before incentive fees
    0.1 %     (2.8 )%   (2.5 )%     (2.5 )%
Incentive fees
    %*****     0.1 %   (0.1 )%     %
 
                     
Total return after incentive fees
    0.1 %     (2.7 )%   (2.6 )%     (2.5 )%
 
                     
 
***   Annualized (other than incentive fees).
 
****   Interest income less total expenses.
 
*****   Due to rounding.
     The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.
3. Trading Activities:
     The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Changes in Partners’ Capital.
     The customer agreements between the Partnership and CGM and the Funds and CGM give the Partnership and the Funds, respectively, the legal right to net unrealized gains and losses on open futures and forward contracts on the Statements of Financial Condition. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and on open forward contracts on the Statements of Financial Condition.
     All of the commodity interests owned by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended June 30, 2011 and 2010 were 3,716 and 5,127, respectively. The monthly average number of futures contracts traded directly by the Partnership during the six months ended June 30, 2011 and 2010 were 4,096 and 5,605, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended June 30, 2011 and 2010 were 1,002 and 344, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the six months ended June 30, 2011 and 2010 were 778 and 428, respectively. The monthly average number of option contracts traded directly by the Partnership during the three months ended June 30, 2011 and 2010 were 0 and 10, respectively. The monthly average number of option contracts traded directly by the Partnership during the six months ended June 30, 2011 and 2010 were 122 and 5, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the three months ended June 30, 2011 and 2010 were $418,864,114 and $273,331,911, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the six months ended June 30, 2011 and 2010 were $368,242,547 and $324,430,107, respectively.
     Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions.

8


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
     The following tables indicate the gross fair values of derivative instruments of futures and forward as separate assets and liabilities as of June 30, 2011 and December 31, 2010.
         
    June 30, 2011  
Assets
       
Futures Contracts
       
Currencies
  $ 142,702  
Energy
    1,051,792  
Grains
    122,765  
Indices
    375,140  
Interest Rates Non-U.S.
    224,830  
Interest Rates U.S.
    318,060  
Livestock
    121,550  
Metals
    129,940  
Softs
    55,721  
 
     
Total unrealized appreciation on open futures contracts
  $ 2,542,500  
 
     
Liabilities
       
Futures Contracts
       
Currencies
  $ (52,318 )
Energy
    (969,096 )
Grains
    (94,992 )
Indices
    (110,335 )
Interest Rates Non-U.S.
    (191,209 )
Interest Rates U.S.
    (145,571 )
Livestock
    (29,692 )
Metals
    (8,074 )
Softs
    (22,475 )
 
     
Total unrealized depreciation on open futures contracts
  $ (1,623,762 )
 
     
Net unrealized appreciation on open futures contracts
  $ 918,738 *        
 
     
 
*   This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.
         
    June 30, 2011  
Assets
       
Forward Contracts
       
Currencies
  $ 1,361,070  
Metals
    1,129,388  
 
     
Total unrealized appreciation on open forward contracts
  $ 2,490,458  
 
     
Liabilities
       
Forward Contracts
       
Currencies
  $ (1,596,176 )
Metals
    (1,651,430 )
 
     
Total unrealized depreciation on open forward contracts
  $ (3,247,606 )
 
     
Net unrealized depreciation on open forward contracts
  $ (757,148 )**      
 
     
 
**   This amount is in “Net unrealized depreciation on open forward contracts” on the Statements of Financial Condition.

9


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
         
    December 31, 2010  
Assets
       
Futures Contracts
       
Currencies
  $ 423,873  
Energy
    282,296  
Grains
    552,787  
Indices
    223,941  
Interest Rates Non-U.S
    151,118  
Interest Rates U.S.
    169,390  
Livestock
    259,202  
Metals
    315,525  
Softs
    43,918  
 
     
Total unrealized appreciation on open futures contracts
  $ 2,422,050  
 
     
Liabilities
       
Futures Contracts
       
Currencies
  $ (166,888 )
Energy
    (103,611 )
Grains
    (205,637 )
Indices
    (50,626 )
Interest Rates Non-U.S
    (18,572 )
Interest Rates U.S.
    (33,510 )
Livestock
    (207,591 )
Softs
    (119,396 )
 
     
Total unrealized depreciation on open futures contracts
    (905,831 )
 
     
Net unrealized appreciation on open futures contracts
  $ 1,516,219 *
 
     
 
*   This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.
         
    December 31, 2010  
Assets
       
Forward Contracts
       
Currencies
  $ 1,610,313  
Metals
    805,081  
 
     
Total unrealized appreciation on open forward contracts
  $ 2,415,394  
 
     
Liabilities
       
Forward Contracts
       
Currencies
  $ (1,639,341 )
Metals
    (756,788 )
 
     
Total unrealized depreciation on open forward contracts
    (2,396,129 )
 
     
Net unrealized appreciation on open forward contracts
  $ 19,265 **
 
     
 
**   This amount is in “Net unrealized appreciation on open forward contracts” on the Statements of Financial Condition.
         
    December 31, 2010  
Assets
       
Options Purchased
       
Energy
  $ 295,740  
Metals
    574,070  
Softs
    31,416  
 
     
Total options purchased
  $ 901,226 ***
 
     
 
***   This amount is in “Options purchased, at fair value” on the Statements of Financial Condition.

10


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
     The following tables indicate the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three and six months ended June 30, 2011 and 2010.
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
Sector   2011     2010     2011     2010  
Currencies
  $ (281,152 )   $ (1,821,042 )   $ (781,560 )   $ (3,111,822 )
Energy
    (130,187 )     293,835       246,142       (484,557 )
Grains
    (74,811 )     (482,131 )     416,310       11,465  
Indices
    (146,605 )     (3,016,853 )     (1,191,476 )     (3,086,993 )
Interest Rates U.S.
    1,351,570       1,813,341       1,304,155       1,229,709  
Interest Rates Non-U.S.
    68,787       954,894       (389,499 )     2,002,782  
Livestock
    166,289       8,864       (139,557 )     (173,229 )
Metals
    2,655,319       (745,108 )     3,042,421       (286,376 )
Softs
    (265,080 )     (418,162 )     285,045       202,804  
 
                       
Total
  $ 3,344,130 ****   $ (3,412,362 )****   $ 2,791,981 ****   $ (3,696,217 )****
 
                       
 
****   This amount is in “Total trading results” on the Statement of Income and Expenses and Changes in Partners ’ Capital.
4. Fair Value Measurements:
     Partnership’s and the Funds’ Investments. All commodity interests held by the Partnership and Funds (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Net 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 and Changes in Partners’ Capital.
     Partnership’s and the Funds’ Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management has concluded that based on available information in the marketplace, the Partnership’s and the Funds’ Level 1 assets and liabilities are actively traded.
     GAAP also requires the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. Management has concluded that based on available information in the marketplace, there has not been a significant decrease in the volume and level of activity in the Partnership’s and the Funds’ Level 2 assets and liabilities.
     The Partnership and the Funds will 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 make disclosures 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 as required under GAAP.
     The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended June 30, 2011 and December 31, 2010, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

11


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
                                 
            Quoted Prices in              
            Active Markets     Significant Other     Significant  
            for Identical     Observable Inputs     Unobservable Inputs  
    June 30, 2011     Assets (Level 1)     (Level 2)     (Level 3)  
Assets
                               
Investment in Funds
  $ 145,903,172     $     $ 145,903,172     $  
Futures
    2,542,500       2,542,500              
Forwards
    2,490,458       1,129,388       1,361,070        
 
                       
Total assets
    150,936,130       3,671,888       147,264,242        
 
                       
Liabilities
                               
Futures
  $ 1,623,762     $ 1,623,762     $     $  
Forwards
    3,247,606       1,651,430       1,596,176        
 
                       
Total liabilities
    4,871,368       3,275,192       1,596,176        
 
                       
Net fair value
  $ 146,064,762     $ 396,696     $ 145,668,066     $  
 
                       
 
       
            Quoted Prices in              
            Active Markets     Significant Other     Significant  
            for Identical     Observable Inputs     Unobservable Inputs  
    December 31, 2010*     Assets (Level 1)     (Level 2)     (Level 3)  
Assets
                               
Investment in Funds
  $ 93,009,857     $     $ 93,009,857     $  
Futures
    2,422,050       2,422,050              
Forwards
    2,415,394       805,081       1,610,313        
Options purchased
    901,226       901,226              
 
                       
Total assets
    98,748,527       4,128,357       94,620,170        
 
                       
Liabilities
                               
Futures
  $ 905,831     $ 905,831     $     $  
Forwards
    2,396,129       756,788       1,639,341        
 
                       
Total liabilities
    3,301,960       1,662,619       1,639,341        
 
                       
Net fair value
  $ 95,446,567     $ 2,465,738     $ 92,980,829     $  
 
                       
 
*   The amounts have been reclassified from the December 31, 2010 prior year financial statements to conform to current year presentation.
5. Investment in Funds:
     On November 1, 2005, the assets allocated to Altis Partners Jersey Limited (“Altis”) for trading were invested in the CMF Altis Partners Master Fund L.P. (“Altis Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 4,898.1251 units of Altis Master with cash equal to $4,196,275 and a contribution of open commodity futures and forward contracts with a fair value of $701,851. Altis Master was formed to permit accounts managed now or in the future by Altis using the Global Futures Portfolio program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner of Altis Master. Individual and pooled accounts currently managed by Altis, including the Partnership, are permitted to be limited partners of Altis Master. The General Partner and Altis believe that trading through this structure should promote efficiency and economy in the trading process.
     On March 1, 2006, the assets allocated to Avant Capital Management L.P. (“Avant”) for trading were invested in the CMF Avant Master Fund L.P. (“Avant Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 8,177.1175 units of Avant Master with cash equal to $6,827,887 and a contribution of open commodity futures and forward contracts with a fair value of $1,349,230. Avant Master was formed in order to permit accounts managed now or in the future by Avant using the Diversified Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in Avant Master on April 30, 2010 for cash equal to $12,280,606.
     On May 1, 2009, the assets allocated to Sasco Energy Partners LLC (“Sasco”) for trading were invested in the CMF Sasco Master Fund L.P. (“Sasco Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 16,437.9008 units of Sasco Master with cash equal to $16,364,407 and a contribution of open commodity futures contracts with a fair value of $(1,325,727). Sasco Master was formed in order to permit accounts managed now or in the future by Sasco using the Energy Program, a proprietary, discretionary trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in Sasco Master on May 31, 2011 for cash equal to $14,575,007.

12


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
     On March 1, 2010, the assets allocated to Waypoint Capital Management LLC for trading were invested in the Waypoint Master Fund L.P. (“Waypoint Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 26,581.6800 units of Waypoint Master with cash equal to $26,581,680. Waypoint Master was formed in order to permit commodity pools managed now or in the future by Waypoint using its Diversified Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner of Waypoint Master. Individual and pooled accounts currently managed by Waypoint, including the Partnership, are permitted to be limited partners of Waypoint Master. The General Partner and Waypoint believe that trading through this structure should promote efficiency and economy in the trading process.
     On November 1, 2010, the assets allocated to PGR Capital LLP (“PGR”) for trading were invested in PGR Master Fund L.P. (“PGR Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 14,913.0290 units of PGR Master with cash equal to $14,913,029. PGR Master was formed to permit accounts managed now or in the future by PGR using the Mayfair Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for PGR Master. Individual and pooled accounts currently managed by PGR, including the Partnership, are permitted to be limited partners of PGR Master. The General Partner and PGR believe that trading through this structure should promote efficiency and economy in the trading process.
     On November 1, 2010, the assets allocated to Blackwater Capital Management LLC (“Blackwater”) for trading were invested in Blackwater Master Fund L.P. (“Blackwater Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 15,674.6940 units of Blackwater Master with cash equal to $15,674,694. Blackwater Master was formed to permit accounts managed now or in the future by Blackwater using the Global Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for Blackwater Master. Individual and pooled accounts currently managed by Blackwater, including the Partnership, are permitted to be limited partners of Blackwater Master. The General Partner and Blackwater believe that trading through this structure should promote efficiency and economy in the trading process.
     On January 1, 2011, the assets allocated to J E Moody & Company LLC (“JE Moody”) for trading were invested in JEM Master Fund L.P. (“JEM Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 19,624.4798 units of JEM Master with cash equal to $19,624,480. JEM Master was formed to permit accounts managed now or in the future by J E Moody using the Commodity Relative Value Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for JEM Master. Individual and pooled accounts currently managed by J E Moody, including the Partnership, are permitted to be limited partners of JEM Master. The General Partner and J E Moody believe that trading through this structure should promote efficiency and economy in the trading process.
     On January 1, 2011, the assets allocated to Cirrus Capital Management LLC (“Cirrus”) for trading were invested in CMF Cirrus Master Fund L.P. (“Cirrus Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 22,270.9106 units of Cirrus Master with cash equal to $22,270,911. Cirrus Master was formed to permit accounts managed now or in the future by Cirrus using the Energy Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for Cirrus Master. Individual and pooled accounts currently managed by Cirrus, including the Partnership, are permitted to be limited partners of Cirrus Master. The General Partner and Cirrus believe that trading through this structure should promote efficiency and economy in the trading process.
     On May 1, 2011, the assets allocated to Flintlock Capital Asset Management, LLC (“Flintlock”) for trading were invested in Flintlock Master Fund L.P. (“Flintlock Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in Flintlock Master with cash equal to $23,564,973. Flintlock Master was formed to permit accounts managed now or in the future by Flintlock using the 2x Flintlock Commodity Opportunities Partners, LP, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for Flintlock Master. Individual and pooled accounts currently managed by Flintlock, including the Partnership, are permitted to be limited partners of Flintlock Master. The General Partner and Flintlock believe that trading through this structure should promote efficiency and economy in the trading process.
     The General Partner is not aware of any material changes to any of the trading programs discussed above during the fiscal quarter ended June 30, 2011.
     Altis Master’s, Waypoint Master’s, Blackwater Master’s, PGR Master’s, JEM Master’s, Cirrus Master’s and Flintlock Master’s (the “Funds”) trading of futures, forwards, swaps and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.
     A limited partner may withdraw all or part of their capital contribution and undistributed profits, if any, from the Funds in multiples of the net asset value per unit as of the end of any day (the “Redemption Date”) after a request for redemption has been made to the General Partner at least three days in advance of the Redemption Date. The units are classified as a liability when the limited partner elects to redeem and informs the Funds.
     Management, administrative and incentive fees are charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees (collectively the “clearing fees”) are borne by the Partnership through its investment in the Funds. All other fees, including CGM’s direct brokerage fees, are charged at the Partnership level.
     At June 30, 2011, the Partnership owned approximately 4.7% of Altis Master, 49.8% of Waypoint Master, 77.7% of PGR Master, 81.3% of Blackwater Master, 65.7% of JEM Master, 89.2% of Cirrus Master and 85.0% of Flintlock Master. At December 31, 2010, the Partnership owned approximately 27.6%, of Altis Master, 22.8% of Sasco Master, 52.0% of Waypoint Master, 74.9% of PGR Master and 77.3% of Blackwater Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of investment in the Funds are approximately the same and the redemption rights are not affected.

13


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
     Summarized information reflecting the total assets, liabilities and capital of the Funds is shown in the following tables.
                         
    June 30, 2011  
    Total Assets     Total Liabilities     Total Capital  
Altis Master
  $ 104,815,171     $ 945,798     $ 103,869,373  
Waypoint Master
    38,256,105       292,377       37,963,728  
Blackwater Master
    35,191,918       447,132       34,744,786  
PGR Master
    31,466,858       41,093       31,425,765  
JEM Master
    36,304,867       29,133       36,275,734  
Cirrus Master
    26,670,574       17,302       26,653,272  
Flintlock Master
    26,378,745       647,258       25,731,487  
 
                 
Total
  $ 299,084,238     $ 2,420,093     $ 296,664,145  
 
                 
                         
    December 31, 2010  
    Total Assets     Total Liabilities     Total Capital  
Altis Master
  $ 64,276,767     $ 591,256     $ 63,685,511  
Sasco Master
    81,882,294       198,664       81,683,630  
Waypoint Master
    41,306,976       59,330       41,247,646  
Blackwater Master
    25,966,821       28,810       25,938,011  
PGR Master
    20,415,391       28,810       20,386,581  
 
                 
Total
  $ 233,848,249     $ 906,870     $ 232,941,379  
 
                 
     Summarized information reflecting the net investment income (loss) from trading, total trading results and net income (loss) for the Funds is shown in the following tables.
                         
    For the three months ended June 30, 2011  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (86,627 )   $ (11,353,961 )   $ (11,440,588 )
Sasco Master
    (337,870 )     3,450,469       3,112,599  
Waypoint Master
    (49,050 )     846,382       797,332  
Blackwater Master
    (20,229 )     (503,805 )     (524,034 )
PGR Master
    (26,281 )     (107,699 )     (133,980 )
JEM Master
    (200,955 )     1,503,277       1,302,322  
Cirrus Master
    (22,683 )     667,044       644,361  
Flintlock Master
    (45,798 )     (1,835,364 )     (1,881,162 )
 
                 
Total
  $ (789,493 )   $ (7,333,657 )   $ (8,123,150 )
 
                 
                         
    For the six months ended June 30, 2011  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (139,884 )   $ (19,456,564 )   $ (19,596,448 )
Sasco Master
    (707,823 )     1,199,725       491,902  
Waypoint Master
    (113,465 )     (760,597 )     (874,062 )
Blackwater Master
    (47,734 )     516,903       469,169  
PGR Master
    (53,692 )     483,766       430,074  
JEM Master
    (306,111 )     1,316,107       1,009,996  
Cirrus Master
    (42,492 )     1,328,826       1,286,334  
Flintlock Master
    (45,798 )     (1,835,364 )     (1,881,162 )
 
                 
Total
  $ (1,456,999 )   $ (17,207,198 )   $ (18,664,197 )
 
                 
                         
    For the three months ended June 30, 2010  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (80,238 )   $ (6,238,080 )   $ (6,318,318 )
Avant Master
    (21,635 )     444,954       423,319  
Sasco Master
    (327,998 )     (772,096 )     (1,100,094 )
Waypoint Master
    (47,691 )     5,344,480       5,296,789  
 
                 
Total
  $ (477,562 )   $ (1,220,742 )   $ (1,698,304 )
 
                 
                         
    For the six months ended June 30, 2010  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (119,263 )   $ (4,102,014 )   $ (4,221,277 )
Avant Master
    (45,162 )     1,063,684       1,018,522  
Sasco Master
    (568,579 )     2,140,632       1,572,053  
Waypoint Master
    (59,189 )     5,917,533       5,858,344  
 
                 
Total
  $ (792,193 )   $ 5,019,835     $ 4,227,642  
 
                 

14


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
     Summarized information reflecting the Partnership’s investments in, and the operations of, the Funds is shown in the following tables.
                                                                 
    June 30, 2011     For the three months ended June 30, 2011              
    % of                     Expenses                    
Funds   Partnership’s
Net Assets
    Fair Value     Income (Loss)     Brokerage
Fees
    Other     Net Income
(Loss)
    Investment
Objective
    Redemptions
Permitted
 
Altis Master
    2.45 %   $ 4,852,102     $ (582,053 )   $ 6,111     $ 1,966     $ (590,130 )   Commodity
Portfolio
  Monthly
Sasco Master
                751,955       44,717       10,124       697,114     Energy
Markets
  Monthly
Waypoint Master
    9.53 %     18,896,166       446,287       18,059       7,829       420,399     Commodity Portfolio   Monthly
Blackwater Master
    14.24 %     28,243,764       (387,412 )     14,676       3,234       (405,322 )   Commodity
Portfolio
  Monthly
PGR Master
    12.32 %     24,431,748       (101,708 )     7,166       14,258       (123,132 )   Commodity
Portfolio
  Monthly
JEM Master
    12.01 %     23,832,944       1,205,602       134,806       15,470       1,055,326     Commodity Portfolio   Monthly
Cirrus Master
    11.99 %     23,785,703       599,088       13,157       8,097       577,834     Energy
Markets
  Monthly
Flintlock Master
    11.02 %     21,860,745       (1,558,680 )     31,750       7,774       (1,598,204 )   Commodity
Portfolio
  Monthly
 
                                                     
Total
          $ 145,903,172     $ 373,079     $ 270,442     $ 68,752     $ 33,885                  
 
                                                     
                                                                 
    June 30, 2011     For the six months ended June 30, 2011              
    % of                     Expenses                    
Funds   Partnership’s
Net Assets
    Fair Value     Income (Loss)     Brokerage
Fees
    Other     Net Income
(Loss)
    Investment
Objective
    Redemptions
Permitted
 
Altis Master
    2.45 %   $ 4,852,102     $ (2,460,584 )   $ 17,679     $ 5,993     $ (2,484,256 )   Commodity
Portfolio
  Monthly
Sasco Master
                443,762       104,912       18,860       319,990     Energy
Markets
  Monthly
Waypoint Master
    9.53 %     18,896,166       (360,913 )     43,966       18,889       (423,768 )   Commodity
Portfolio
  Monthly
Blackwater Master
    14.24 %     28,243,764       396,604       27,797       16,516       352,291     Commodity Portfolio   Monthly
PGR Master
    12.32 %     24,431,748       349,443       13,008       32,020       304,415     Commodity Portfolio   Monthly
JEM Master
    12.01 %     23,832,944       1,023,375       235,905       24,470       763,000     Commodity Portfolio   Monthly
Cirrus Master
    11.99 %     23,785,703       1,165,352       27,754       15,723       1,121,875     Energy
Markets
  Monthly
Flintlock Master
    11.02 %     21,860,745       (1,558,680 )     31,750       7,774       (1,598,204 )   Commodity
Portfolio
  Monthly
 
                                                     
Total
          $ 145,903,172     $ (1,001,641 )   $ 502,771     $ 140,245     $ (1,644,657 )                
 
                                                     
                                                                 
    December 31, 2010     For the three months ended June 30, 2010              
    % of                     Expenses                    
Funds   Partnership’s
Net Assets
    Fair Value     Income (Loss)     Brokerage
Fees
    Other     Net Income
(Loss)
    Investment
Objective
    Redemptions
Permitted
 
Altis Master
    9.57 %   $ 17,568,791     $ (2,033,754 )   $ 12,466     $ 20,725     $ (2,066,945 )   Commodity
Portfolio
  Monthly
Avant Master
                446,366       15,098       7,950       423,318     Energy
Markets
  Monthly
Sasco Master
    10.17 %     18,664,413       (492,523 )     102,363       118,069       (712,955 )   Energy
Markets
  Monthly
Waypoint Master
    11.69 %     21,455,619       3,798,468       29,111       12,906       3,756,451     Commodity Portfolio   Monthly
Blackwater Master
    10.92 %     20,047,327                             Commodity Portfolio   Monthly
PGR Master
    8.32 %     15,273,707                             Commodity Portfolio   Monthly
 
                                                     
Total
          $ 93,009,857     $ 1,718,557     $ 159,038     $ 159,650     $ 1,399,869                  
 
                                                     

15


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
                                                                 
    December 31, 2010     For the six months ended June 30, 2010              
    % of
Partnership’s
                    Expenses     Net Income     Investment     Redemptions  
Funds   Net Assets     Fair Value     Income (Loss)     Brokerage Fees     Other     (Loss)     Objective     Permitted  
Altis Master
    9.57 %   $ 17,568,791     $ (1,301,292 )   $ 25,454     $ 24,794     $ (1,351,540 )   Commodity
Portfolio
  Monthly
Avant Master
                1,066,892       20,335       28,036       1,018,521     Energy
Markets
  Monthly
Sasco Master
    10.17 %     18,664,413       1,401,735       179,520       200,792       1,021,423     Energy
Markets
  Monthly
Waypoint Master
    11.69 %     21,455,619       4,206,981       35,208       17,299       4,154,474     Commodity
Portfolio
  Monthly
Blackwater Master
    10.92 %     20,047,327                             Commodity
Portfolio
  Monthly
PGR Master
    8.32 %     15,273,707                             Commodity
Portfolio
  Monthly
 
                                                     
Total
          $ 93,009,857     $ 5,374,316     $ 260,517     $ 270,921     $ 4,842,878                  
 
                                                     
6. Financial Instrument Risks:
     In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange-traded instruments are standardized and include futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and include certain forwards and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.
     The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership’s assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under applicable law.
     Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership/Funds are exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.
     Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s/Funds’ risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk, as the sole counterparty or broker with respect to the Partnership’s/Funds’ assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.
     As both a buyer and seller of options, the Partnership/Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Funds to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees.
     The General Partner monitors and attempts to control the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition,

16


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
online monitoring systems provide account analysis of futures, exchange-cleared swaps, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.
     The majority of these instruments mature within one year of the inception date. However, due to the nature of the Partnership’s/Funds’ business, these instruments may not be held to maturity.
7. Critical Accounting Policies
     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. As a result, actual results could differ from these estimates.
     Partnership’s and the Funds’ Investments. All commodity interests held by the Partnership and the Funds (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Net 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 and Changes in Partners’ Capital.
     Partnership’s and the Funds’ Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management has concluded that based on available information in the marketplace, the Partnership’s and the Funds’ Level 1 assets and liabilities are actively traded.
     GAAP also requires the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. Management has concluded that based on available information in the marketplace, there has not been a significant decrease in the volume and level of activity in the Partnership’s and the Funds’ Level 2 assets and liabilities.
     The Partnership and the Funds will 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 make disclosures 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 as required under GAAP.
     The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended June 30, 2011 and December 31, 2010, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
     Futures Contracts. The Partnership and the Funds trade futures contracts and exchange-cleared swaps. Exchange-cleared swaps are swaps that are traded as futures. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits directly with the exchange on which the contracts are traded. Net realized gains (losses) and changes in net unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partner’s Capital.

17


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
June 30, 2011
(Unaudited)
     Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the Partnership and the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership’s and Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Net realized gains (losses) and changes in net unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
     The Partnership and the Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the Statements of Income and Expenses and Changes in Partners’ Capital.
     London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Partnership and the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and changes in net unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
     Options. The Partnership/Funds may purchase and write (sell) both exchange — listed and 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/Funds write an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership/Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Net realized gains (losses) and changes in net unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
     Income Taxes. Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.
     GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that no provision for income tax is required in the Partnership’s financial statements.
     The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. Generally, the 2007 through 2010 tax years remain subject to examination by U.S. federal and most state tax authorities. Management does not believe that there are any uncertain tax positions that require recognition of a tax liability.
     Subsequent Events. The General Partner evaluates events that occur after the balance sheet date but before financial statements are filed. The General Partner has assessed the subsequent events through the date of filing and has determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements.
     Recent Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU “) 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards” (“ IFRS”). The amendments within this ASU change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to eliminate unnecessary wording differences between U.S. GAAP and IFRS. However, some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements and other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The ASU is effective for annual and interim periods beginning after December 15, 2011 for public entities. This new guidance is not expected to have a material impact on the Partnership’s financial statements.
     Net Income (Loss) per unit. Net income (loss) per unit is calculated in accordance with investment company guidance. See Note 2, “Financial Highlights”.

18


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
     The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) equity in its trading account, consisting of cash and cash equivalents, net unrealized appreciation on open futures contracts and open forward contracts, and (iii) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the second quarter of 2011.
     The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by net realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions, redemptions of Redeemable Units and distributions of profits, if any.
     For the six months ended June 30, 2011, Partnership capital increased 8.1% from $183,525,601 to $198,353,220. This increase was attributable to the subscriptions of 23,693.4036 Redeemable Units totaling $34,563,484 and 136.3280 General Partner unit equivalents totaling $200,000, which was partially offset by a net loss from operations of $5,218,130 coupled with the redemption of 10,143.2188 Redeemable Units resulting in an outflow of $14,717,735. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.
Critical Accounting Policies
          The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Management believes that the estimates utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 7 of the Financial Statements.
          The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of net realized gains (losses) and change in net unrealized gains (losses) in the Statements of Income and Expenses and Changes in Partners’ Capital.
Results of Operations
     During the Partnership’s second quarter of 2011, the net asset value per unit increased 0.1% from $1,439.23 to $1,440.22 as compared to a decrease of 2.7% in the second quarter of 2010. The Partnership experienced a net trading gain before brokerage fees and related fees in the second quarter of 2011 of $3,710,212. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, U.S. interest rates, livestock and metals, and were partially offset by losses in grains, indices, non-U.S. interest rates and softs. The Partnership experienced a net trading loss before brokerage fees and related fees in the second quarter of 2010 of $1,719,221. Losses were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, grains, livestock, metals, softs and indices, and were partially offset by gains in U.S. and non-U.S. interest rates.
     During the second quarter the most significant gains were recorded within the global interest rate sector, primarily during May, from long positions in U.S. fixed-income futures as prices increased following reports that showed the U.S. economy grew less than forecast and U.S. jobless claims unexpectedly rose, thereby boosting demand for the relative “safety” of government bonds. Within the currency sector, gains were primarily recorded in April. The U.S. dollar index experienced its largest monthly decline since September of last year as Federal Reserve Chairman Bernanke maintained an accommodative stance in the U.S., while the European Central Bank raised interest rates to fight inflation. Additional downward pressure came in the form of an S&P downgrade, mid-month, to the U.S. long-term credit outlook. As a result, profits were recorded in short U.S. dollar positions against commodity-linked currencies, such as the Australian dollar and New Zealand dollar. Gains were also recorded in trading developed market currencies, such as the British pound, Swiss franc and euro, as well as emerging market currencies, such as the Brazilian real and Mexican peso. Within the metals sector, gains were recorded in precious metals, particularly silver, as prices reached a 31- year high.
     A portion of the Partnership’s gains during the quarter was offset by losses in global stock indices and agricultural commodities. Within the global stock index sector, losses were incurred primarily in May from long positions in European, U.S., and Pacific Rim equity index futures as prices declined after worse-than-expected economic reports and mounting worries over the European debt crisis stoked concern the global economic recovery is faltering. Within the agricultural complex, losses were recorded primarily in April from long positions in cotton futures as prices declined to a three-month low on concern demand may slow from China, the world’s biggest buyer of the fiber. Additional losses were experienced during June from long positions in wheat futures as prices fell on speculation that warm weather would aid U.S. crops.
     During the Partnership’s six months ended June 30, 2011, the net asset value per unit decreased 2.6% from $1,479.60 to $1,440.22 as compared to a decrease of 2.5% in the six months ended June 30, 2010. The Partnership experienced a net trading gain before brokerage fees and related fees in the six months ended June 30, 2011 of $1,751,145. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, grains, U.S. interest rates, livestock and metals, and were partially offset by losses in indices, non-U.S. interest rates and softs. The Partnership experienced a net trading gain before brokerage fees and related fees in the six months ended June 30, 2010 of $1,640,616. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in energy and U.S. and non-U.S. interest rates and were partially offset by losses in currencies, grains, livestock, metals, softs and indices.

19


 

     Commodity futures markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations.
     Interest income is earned on 100% of the Partnership’s average daily equity maintained in cash in its (or the Partnership’s allocable portion of a Fund’s) account during each month at the 30-day U.S. Treasury bill rate determined weekly by CGM based on the average noncompetitive yield on 3-month U.S. Treasury bills maturing in 30 days from the date on which such weekly rate is determined. Interest income for the three and six months ended June 30, 2011 decreased by $43,256 and $22,243, respectively, as compared to the corresponding periods in 2010. The decrease in interest income is due to lower U.S. Treasury bill rates during the three and six months ended June 30, 2011 as compared to the corresponding periods in 2010. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership and the Funds depends on the average daily equity in the Partnership’s/Funds’ account and upon interest rates over which neither the Partnership/Funds nor CGM has control.
     Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Brokerage fees for the three and six months ended June 30, 2011 increased by $408,890 and $758,453, respectively, as compared to the corresponding periods in 2010. The increase in brokerage fees is due to higher average net assets during the three and six months ended June 30, 2011 as compared to the corresponding periods in 2010.
     Management fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Management fees for the three and six months ended June 30, 2011 increased by $26,516 and $42,599, respectively, as compared to the corresponding periods in 2010. The increase in management fees is due to higher average net assets during the three and six months ended June 30, 2011 as compared to the corresponding periods in 2010.
     Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Administrative fees for the three and six months ended June 30, 2011 increased by $48,018 and $79,020, respectively, as compared to the corresponding periods in 2010. The increase in administrative fees is due to higher average net assets during the three and six months ended June 30, 2011 as compared to the corresponding periods in 2010.
     Incentive fees paid by the Partnership to the Advisors are based on the new trading profits generated by each Advisor at the end of the quarter, as defined in the management agreements among the Partnership, the General Partner and each Advisor. Trading performance for the three and six months ended June 30, 2011 resulted in incentive fees of $156,846 and $276,307, respectively. Trading performance for the three months ended June 30, 2010, resulted in incentive fee reversal of ($67,482). Trading performance for the six months ended June 30, 2010 resulted in incentive fees of $48,096.
     In allocating the assets of the Partnership among the Advisors, the General Partner conducts proprietary research and considers the background of the Advisors’ principals, as well as the Advisors’ trading styles, strategies and markets traded, expected volatility, trading results (to the extent available) and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.

20


 

Item 3. Quantitative and Qualitative Disclosures about Market Risk
     The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and all or substantially all of the Partnership’s/Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.
     The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership’s assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under applicable law.
     Market movements result in frequent changes in the fair value of the Partnership’s/Funds’ open positions and, consequently, in their earnings and cash balances. The Partnership’s/Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s/Funds’ open contracts and the liquidity of the markets in which they trade.
     The Partnership/Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s/Funds’ past performance is not necessarily indicative of their future results.
     “Value at Risk” is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s/Funds’ experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risk.
     Exchange maintenance margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.
     Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. Some of the Partnership’s Advisors currently trade the Partnership’s assets indirectly in master fund managed accounts over which they have been granted limited authority to make trading decisions. Other Advisors directly trade managed accounts in the Partnership’s name. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e., in the managed accounts in the Partnership’s name) and indirectly by each Fund separately. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010.
     The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of June 30, 2011 and December 31, 2010. As of June 30, 2011, the Partnership’s total capitalization was $198,353,220.
June 30, 2011
                 
            % of Total  
Market Sector   Value at Risk     Capitalization  
Currencies
  $ 4,621,859       2.33 %
Energy
    1,877,892       0.95 %
Grains
    407,598       0.21 %
Indices
    3,063,339       1.54 %
Interest Rates U.S.
    1,423,979       0.72 %
Interest Rates Non-U.S.
    2,611,951       1.32 %
Livestock
    456,610       0.23 %
Lumber
    637,091       0.32 %
Metals
    1,094,970       0.55 %
Softs
    364,245       0.18 %
 
           
Total
  $ 16,559,534       8.35 %
 
           

21


 

     As of December 31, 2010, the Partnership’s total capitalization was $183,525,601.
December 31, 2010
                 
            % of Total  
Market Sector   Value at Risk     Capitalization  
Currencies
  $ 3,742,488       2.05 %
Energy
    3,712,642       2.02 %
Grains
    610,757       0.33 %
Indices
    3,061,953       1.67 %
Interest Rates U.S.
    653,137       0.36 %
Interest Rates Non-U.S.
    1,216,750       0.66 %
Livestock
    268,789       0.15 %
Lumber
    1,435       0.00 %*
Metals
    1,427,354       0.78 %
Softs
    756,573       0.41 %
 
           
Total
  $ 15,451,878       8.43 %
 
           
 
*   Due to rounding
     The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and through its investments in the Funds by market category as of June 30, 2011 and December 31, 2010, the highest, lowest and average values during the three months ended June 30, 2011 and the twelve months ended December 31, 2010. All open contracts trading risk exposures have been included in calculating the figures set forth below.
     As of June 30, 2011, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:
June 30, 2011
                                         
                    Three months ended June 30, 2011  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capital     Value at Risk     Value at Risk     at Risk*  
Currencies
  $ 2,667,334       1.34 %   $ 3,016,047     $ 1,288,708     $ 2,139,800  
Energy
    503,640       0.25 %     760,881       276,025       464,379  
Grains
    100,031       0.05 %     502,648       81,740       183,263  
Indices
    1,243,729       0.63 %     1,630,373       732,387       985,071  
Interest Rates U.S.
    755,644       0.38 %     1,040,492       595,822       884,648  
Interest Rates Non-U.S.
    933,233       0.47 %     942,076       548,535       763,296  
Livestock
    130,050       0.07 %     181,100       28,500       106,758  
Metals
    267,982       0.13 %     2,138,330       120,975       517,314  
Softs
    151,405       0.08 %     867,645       144,455       245,211  
 
                                   
Total
  $ 6,753,048       3.40 %                        
 
                                   
*   Average of month-end Values at Risk.
     As of December 31, 2010, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:
December 31, 2010
                                         
                    Twelve months ended December 31, 2010  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capital     Value at Risk     Value at Risk     at Risk*  
Currencies
  $ 1,070,681       0.58 %   $ 8,643,224     $ 1,620,748     $ 2,949,106  
Energy
    756,948       0.41 %     1,430,685       440,556       761,191  
Grains
    318,900       0.17 %     738,061       180,375       346,994  
Indices
    1,200,793       0.66 %     2,979,873       798,017       1,950,676  
Interest Rates U.S.
    499,400       0.27 %     1,930,750       288,485       942,116  
Interest Rates Non-U.S.
    571,973       0.31 %     3,055,102       281,406       1,478,558  
Livestock
    145,900       0.08 %     268,450       32,850       111,777  
Metals
    779,984       0.43 %     1,077,058       286,188       619,746  
Softs
    476,838       0.26 %     690,412       192,635       402,287  
 
                                   
Total
  $ 5,821,417       3.17 %                        
 
                                   
 
*   Annual average of month-end Values at Risk.

22


 

     As of June 30, 2011, Altis Master’s total capital was $103,869,373. The Partnership owned approximately 4.7% of Altis Master. As of June 30, 2011, Altis Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis for trading) was as follows:
June 30, 2011
                                         
                    Three months ended June 30, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capital     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 2,577,430       2.48 %   $ 4,043,859     $ 1,499,893     $ 2,914,230  
Energy
    1,327,961       1.28 %     2,954,905       374,821       1,279,237  
Grains
    519,081       0.50 %     1,290,740       326,477       656,920  
Indices
    1,616,300       1.56 %     4,865,066       719,883       2,328,540  
Interest Rates U.S.
    480,200       0.46 %     1,007,400       445,650       617,058  
Interest Rates Non -U.S.
    1,700,061       1.64 %     1,814,978       535,752       1,269,522  
Livestock
    150,410       0.14 %     244,350       52,475       115,828  
Lumber
    27,000       0.03 %     69,000       13,500       25,500  
Metals
    1,229,811       1.18 %     2,447,050       644,520       1,129,073  
Softs
    778,782       0.75 %     1,748,653       495,644       1,024,497  
 
                                   
Total
  $ 10,407,036       10.02 %                        
 
                                   
 
*   Average of month-end Values at Risk.
     As of December 31, 2010, Altis Master’s total capital was $63,685,511. The Partnership owned approximately 27.6% of Altis Master. As of December 31, 2010, Altis Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis for trading) was as follows:
December 31, 2010
                                         
                    Twelve months ended December 31, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capital     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 3,113,522       4.89 %   $ 3,481,070     $ 143,363     $ 2,231,735  
Energy
    1,077,195       1.69 %     2,479,469       236,868       1,086,124  
Grains
    483,876       0.76 %     915,463       136,257       435,755  
Indices
    1,251,469       1.97 %     7,740,340       220,942       2,503,689  
Interest Rates U.S.
    191,408       0.30 %     1,193,750       110,116       570,835  
Interest Rates Non -U.S.
    733,663       1.15 %     1,849,973       183,212       1,000,258  
Livestock
    107,232       0.17 %     170,400       22,320       82,718  
Lumber
    5,200       0.01 %     27,500       1,100       9,287  
Metals
    1,079,175       1.69 %     2,589,641       241,177       1,152,447  
Softs
    747,574       1.17 %     937,879       199,670       499,464  
 
                                   
Total
  $ 8,790,314       13.80 %                        
 
                                   
 
*   Annual average of month-end Values at Risk.

23


 

     As of December 31, 2010, Sasco Master’s total capital was $81,683,630. The Partnership owned approximately 22.8% of Sasco Master. As of December 31, 2010, Sasco Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Sasco for trading) was as follows:
December 31, 2010
                                         
                    Twelve months ended December 31, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Energy
  $ 9,618,175       11.77 %   $ 16,002,038     $ 2,149,045     $ 10,344,808  
 
                                   
Total
  $ 9,618,175       11.77 %                        
 
                                   
 
*   Annual average of month-end Values at Risk.
     As of June 30, 2011, Waypoint Master’s total capitalization was $37,963,728. The Partnership owned approximately 49.8% of Waypoint Master. As of June 30, 2011, Waypoint Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Waypoint for trading) was as follows:
June 30, 2011
                                         
                    Three months ended June 30, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 1,978,315       5.21 %   $ 10,317,436     $ 381,280     $ 6,777,194  
Energy
    46,750       0.12 %     112,500       42,500       51,875  
Grains
    40,250       0.11 %     111,500       19,250       75,875  
Indices
    1,040,966       2.74 %     1,280,802       200,908       648,984  
Interest Rates U.S.
    26,000       0.07 %     591,250       26,000       367,367  
Interest Rates Non-U.S.
    697,203       1.84 %     1,537,795       78,185       821,745  
Metals
    142,500       0.37 %     170,512       40,500       156,506  
Softs
    37,800       0.10 %     105,300       37,800       62,100  
 
                                   
Total
  $ 4,009,784       10.56 %                        
 
                                   
 
*   Average of month-end Values at Risk.
     As of December 31, 2010, Waypoint Master’s total capitalization was $41,247,646. The Partnership owned approximately 52.0% of Waypoint Master. As of December 31, 2010, Waypoint Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Waypoint for trading) was as follows:
December 31, 2010
                                         
                    For the period ended December 31, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 1,878,430       4.55 %   $ 11,817,974     $ 633,809     $ 5,198,266  
Indices
    901,236       2.18 %     1,613,660       100,993       790,428  
Metals
    80,750       0.20 %     216,436       31,500       66,207  
 
                                   
Total
  $ 2,860,416       6.93 %                        
 
                                   
 
*   For the period March 1, 2010 (commencement of trading operations) to December 31, 2010 average of month-end Values at Risk.

24


 

     As of June 30, 2011, PGR Master’s total capitalization was $31,425,765. The Partnership owned approximately 77.7% of PGR Master. As of June 30, 2011, PGR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to PGR for trading) was as follows:
June 30, 2011
                                         
                    Three months ended June 30, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 160,222       0.51 %   $ 215,746     $ 136,005     $ 169,091  
Energy
    210,298       0.67 %     343,619       154,095       251,494  
Grains
    43,612       0.14 %     93,250       37,750       67,454  
Indices
    464,495       1.48 %     823,818       451,440       624,393  
Interest Rates U.S.
    271,600       0.86 %     393,800       234,600       299,075  
Interest Rates Non -U.S.
    793,338       2.52 %     793,338       429,966       603,584  
Livestock
    1,200       0.00 %**     10,800       1,200       4,400  
Metals
    132,500       0.42 %     220,971       77,258       133,010  
Softs
    95,865       0.31 %     108,860       61,317       83,750  
 
                                   
Total
  $ 2,173,130       6.91 %                        
 
                                   
 
*   Average of month-end Values at Risk.
 
**   Due to rounding.
     As of December 31, 2010, PGR Master’s total capitalization was $20,386,581. The Partnership owned approximately 74.9% of PGR Master. As of December 31, 2010, PGR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to PGR for trading) was as follows:
December 31, 2010
                                         
                    For the period ended December 31, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 183,120       0.90 %   $ 183,120     $ 103,066     $ 154,058  
Energy
    252,600       1.24 %     252,600       107,024       195,337  
Grains
    111,250       0.54 %     111,250       43,750       83,625  
Indices
    617,024       3.03 %     621,232       385,104       524,198  
Interest Rates U.S.
    80,800       0.40 %     141,150       66,450       81,150  
Interest Rates Non-U.S.
    180,603       0.89 %     265,434       135,161       161,976  
Livestock
    10,000       0.05 %     11,000       6,000       9,500  
Metals
    162,000       0.79 %     162,000       69,500       125,875  
Softs
    98,003       0.48 %     109,657       57,757       89,793  
 
                                   
Total
  $ 1,695,400       8.32 %                        
 
                                   
 
*   For the period November 1, 2010 (commencement of trading operations) to December 31, 2010 average of month-end Values at Risk.
     As of June 30, 2011, Blackwater Master’s total capitalization was $34,744,786. The Partnership owned approximately 81.3% of Blackwater Master. As of June 30, 2011, Blackwater Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Blackwater for trading) was as follows:
June 30, 2011
                                         
                    Three months ended June 30, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 890,150       2.56 %   $ 1,876,683     $ 890,150     $ 1,011,517  
Energy
    446,336       1.28 %     868,462       19,250       175,945  
Grains
    84,000       0.24 %     141,000       42,000       73,500  
Indices
    1,063,136       3.06 %     1,607,842       541,808       952,159  
Interest Rates U.S.
    518,800       1.49 %     969,300       219,050       480,350  
Interest Rates Non -U.S.
    781,285       2.25 %     807,320       330,533       571,484  
Metals
    279,849       0.81 %     758,876       279,843       505,780  
Softs
    102,000       0.30 %     119,000       102,000       102,000  
 
                                   
Total
  $ 4,165,556       11.99 %                        
 
                                   
 
*   Average of month-end Values at Risk.

25


 

     As of December 31, 2010, Blackwater Master’s total capitalization was $25,938,011. The Partnership owned approximately 77.3% of Blackwater Master. As of December 31, 2010, Blackwater Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Blackwater for trading) was as follows:
December 31, 2010
                                         
                    For the period ended December 31, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 903,667       3.48 %   $ 903,667     $ 577,300     $ 765,383  
Energy
    357,370       1.38 %     508,250       184,174       350,610  
Grains
    97,000       0.37 %     97,000       30,000       48,500  
Indices
    756,741       2.92 %     1,256,105       756,741       941,241  
Interest Rates U.S.
    52,250       0.20 %     171,550       14,700       33,475  
Interest Rates Non-U.S.
    397,172       1.53 %     445,693       86,447       358,644  
Livestock
    111,000       0.43 %     111,000       40,000       97,000  
Metals
    240,867       0.93 %     346,947       240,866       283,148  
 
                                   
Total
  $ 2,916,067       11.24 %                        
 
                                   
 
*   For the period November 1, 2010 (commencement of trading operations) to December 31, 2010 average of month-end Values at Risk.
     As of June 30, 2011, JEM Master’s total capitalization was $36,275,734. The Partnership owned approximately 65.7% of JEM Master. As of June 30, 2011, JEM Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to JE Moody for trading) was as follows:
June 30, 2011
                                         
                    Three months ended June 30, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Energy
  $ 1,496,250       4.12 %   $ 4,614,951     $ 666,200     $ 1,969,681  
Grains
    74,925       0.21 %     155,275       8,250       51,175  
Livestock
    562,050       1.55 %     562,050       107,600       296,333  
Softs
    54,150       0.15 %     658,900       35,700       142,883  
 
                                   
Total
  $ 2,187,375       6.03 %                        
 
                                   
 
*   Average of month-end Values at Risk.
     As of June 30, 2011, Flintlock Master’s total capitalization was $25,731,487. The Partnership owned approximately 85.0% of Flintlock Master. As of June 30, 2011, Flintlock Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Flintlock for trading) was as follows:
June 30, 2011
                                         
                    For the period ended June 30, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
Energy
  $ 896,804       3.49 %   $ 1,601,607     $ 310,811     $ 1,119,882  
Grains
    189,350       0.73 %     385,300       177,050       247,700  
Livestock
    374,775       1.46 %     374,775       129,225       290,863  
Metals
    748,026       2.91 %     1,902,789       245,084       743,576  
Softs
    432,650       1.68 %     471,650       96,650       394,850  
 
                                   
Total
  $ 2,641,605       10.27 %                        
 
                                   
 
*   For the period May 1, 2011 (commencement of trading operations) to June 30, 2011 average of month-end Values at Risk.

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Item 4. Controls and Procedures
     The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.
     The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.
     The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2011 and, based on that evaluation, the General Partner’s CEO and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.
     The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:
    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.
     There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended June 30, 2011 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
     There are no material changes to the discussion set forth under Part I, Item 3, “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as updated by the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.

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Item 1A. Risk Factors
     There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Report ended March 31, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
     For the three months ended June 30, 2011 there were subscriptions of 9,605.6211 Redeemable Units totaling $13,957,373 and 136.3280 General Partner unit equivalents totaling $200,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.
     Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options, forwards and swap contracts.
     The Redeemable Units were purchased by accredited investors as defined in Regulation D. The following chart sets forth the purchases of Redeemable Units by the Partnership.
                                         
                              (d) Maximum Number
 
                              (or Approximate
 
                      (c) Total Number
      Dollar Value) of
 
      (a) Total
              of Redeemable Units
      Redeemable Units that
 
      Number of
      (b) Average
      Purchased as Part
      May Yet Be
 
      Redeemable
      Price Paid per
      of Publicly Announced
      Purchased Under the
 
 Period     Units Purchased*       Redeemable Unit**       Plans or Programs       Plans or Programs  
April 1, 2011 -
April 30, 2011
      1,171.7335       $ 1,501.65         N/A         N/A  
May 1, 2011 -
May 31, 2011
      335.4952       $ 1,467.05         N/A         N/A  
June 1, 2011 -
June 30, 2011
      4,872.5775       $ 1,440.22         N/A         N/A  
        6,379.8062       $ 1,452.91                      
                                         
 
*   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.
Item 3. Defaults Upon Senior Securities. None.
Item 4. [Removed and Reserved].
Item 5. Other Information. None.

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Item 6. Exhibits
     
3.1(a)
  Certificate of Limited Partnership dated June 30, 2003 (filed as Exhibit 3.1 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(b)
  Certificate of Amendment of the Certificate of Limited Partnership dated September 21, 2005 (filed as Exhibit 3.1(a) to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(c)
  Certificate of Amendment of the Certificate of Limited Partnership dated September 19, 2008 (filed as Exhibit 3.1(c) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
 
   
(d)
  Certificate of Amendment of the Certificate of Limited Partnership dated September 28, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 30, 2009 and incorporated herein by reference).
 
   
(e)
  Certificate of Amendment of the Certificate of Limited Partnership dated June 30, 2010 (filed as Exhibit 3.1(e) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated herein by reference).
 
   
3.2
  Second Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.2 to the Current Report on Form 8-K filed on November 1, 2010 and incorporated herein by reference).
 
   
10.1(a)
  Management Agreement among the Partnership, the General Partner and Altis (filed as Exhibit 10.1 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(b)
  Letter from the General Partner to Altis extending the Management Agreement from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.1(b) on Form 10-K filed on March 31, 2011 and incorporated herein by reference).
 
   
10.2(a)
  Management Agreement among the Partnership, the General Partner and Fall River Capital LLC (filed as Exhibit 10.2 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(b)
  Letter from the General Partner to Fall River Capital LLC extending the Management Agreement from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.2(b) on Form 10-K filed on March 31, 2011 and incorporated herein by reference).
 
   
10.3(a)
  Management Agreement among the Partnership, the General Partner and Waypoint Capital Management LLC (filed as Exhibit 10.4 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(b)
  Letter from the General Partner to Waypoint Capital Management LLC extending the Management Agreement from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.3(b) on Form 10-K filed on March 31, 2011 and incorporated herein by reference).
 
   
10.4(a)
  Management Agreement among the Partnership, the General Partner and Xplor Capital Management, LLC (filed as Exhibit 10.5 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(b)
  Letter from the General Partner to Xplor Capital Management, LLC extending the Management Agreement from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.4(b) on Form 10-K filed on March 31, 2011 and incorporated herein by reference).
 
   
10.5(a)
  Management Agreement among the Partnership the General Partner and Avant (filed as Exhibit 10.6 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(b)
  Letter from the General Partner to Avant extending the Management Agreement from June 30, 2009 to June 30, 2010 (filed as Exhibit 10.5(b) on Form 10-K filed on March 31, 2010 and incorporated herein by reference).
 
   
10.6(a)
  Management Agreement among the Partnership, the General Partner and Cantab Capital Partners LLP (filed as Exhibit 10.7 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
(b)
  Letter from the General Partner to Cantab Capital Partners LLP extending the Management Agreement from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.6(b) on Form 10-K filed on March 31, 2011 and incorporated herein by reference).
 
   
10.7
  Customer Agreement between the Partnership, the General Partner and CGM (filed as Exhibit 10.9 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).
 
   
10.8
  Amended and Restated Agency Agreement between the Partnership, the General Partner, CGM and MSSB (filed as Exhibit 10.8 to the Current Report on Form 8-K filed on August 4, 2010 and incorporated herein by reference).
 
   
10.9
  Form of Subscription Agreement (filed as Exhibit 10.11 to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
 
   
10.10 (a)
  Management Agreement among the Partnership, the General Partner and Sasco (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 21, 2009 and incorporated herein by reference).

30


 

     
(b)
  Letter from the General Partner to Sasco extending the Management Agreement from June 30, 2010 to June 30, 2011 (filed as Exhibit 10.10(b) on Form 10-K filed on March 31, 2011 and incorporated herein by reference).
 
   
10.11
  Joinder Agreement among the Partnership, the General Partner, CGM and MSSB (filed as Exhibit 10 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 filed on August 14, 2009 and incorporated herein by reference).
 
   
10.12
  Form of Amended and Restated Management Agreement among the Partnership, the General Partner and PGR Capital LLP (filed herewith).
 
   
10.13
  Amended and Restated Management Agreement among the Partnership, the General Partner and Blackwater Capital Management LLC (filed as Exhibit 10.13 to the Current Report on Form 8-K filed on November 4, 2010 and incorporated herein by reference).
 
   
10.14
  Amended and Restated Management Agreement among the Partnership, the General Partner and J E Moody & Company LLC (filed as Exhibit 10.14 to the Current Report on Form 10-K filed on January 3, 2011 and incorporated herein by reference).
 
   
10.15
  Amended and Restated Management Agreement among the Partnership, the General Partner and Cirrus Capital Management LLC (filed as Exhibit 10.15 to the Current Report on Form 8-K filed on January 3, 2011 and incorporated herein by reference).
 
   
10.16
  Management Agreement among the Partnership, the General Partner and Flintlock Capital Asset Management, LLC (filed as Exhibit 10.16 to the Current Report on Form 8-K filed on December 1, 2010 and incorporated herein by reference).
 
   
10.17
  Management Agreement among the Partnership, the General Partner and Willowbridge Associates Inc. (filed as Exhibit 10.17 to the Current Report on Form 8-K filed on June 2, 2011 and incorporated herein by reference).
     
  31.1 — Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director)
 
  31.2— Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director)
 
  32.1— Section 1350 Certification (Certification of President and Director)
 
  32.2— Section 1350 Certification (Certification of Chief Financial Officer and Director)
 
  101.INS XBRL Instance Document.
 
  101.SCH XBRL Taxonomy Extension Schema Document.
 
  101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
 
  101.LAB XBRL Taxonomy Extension Label Linkbase Document.
 
  101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

31


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EMERGING CTA PORTFOLIO L.P.
         
By:
  Ceres Managed Futures LLC    
 
  (General Partner)    
 
       
By:
  /s/ Walter Davis
 
Walter Davis
   
 
  President and Director    
 
       
Date:
  August 15, 2011    
 
       
By:
  /s/ Jennifer Magro
 
Jennifer Magro
   
 
  Chief Financial Officer and Director    
 
  (Principal Accounting Officer)    
 
       
Date:
  August 15, 2011    

32