CERES ABINGDON L.P. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EX-31.1 - CERES ABINGDON L.P.	y05243exv31w1.htm
EX-10.4 - EX-10.4 - CERES ABINGDON L.P.	y05243exv10w4.htm
EX-32.1 - EX-32.1 - CERES ABINGDON L.P.	y05243exv32w1.htm
EX-32.2 - EX-32.2 - CERES ABINGDON L.P.	y05243exv32w2.htm
EX-31.2 - EX-31.2 - CERES ABINGDON L.P.	y05243exv31w2.htm
EXCEL - IDEA: XBRL DOCUMENT - CERES ABINGDON L.P.	Financial_Report.xls

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 September 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 0-53210

ABINGDON FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)


New York		20-3845005

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue - 14^th 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 October 31, 2011, there were 177,659.0669 Limited Partnership Redeemable Units of Class A outstanding, 10,467.2498 Limited Partnership Redeemable Units of Class D outstanding and 435.9665 Limited Partnership Redeemable Units of Class Z outstanding.

ABINGDON FUTURES FUND L.P.

FORM 10-Q

INDEX


			Page
			Number

PART I - Financial Information:

	Item 1.	Financial Statements:

		Statements of Financial Condition at September 30, 2011 (unaudited) and December 31, 2010	3

		Statements of Income and Expenses for the nine months ended September 30, 2011 and 2010 (unaudited)	4

		Statements of Changes in Partners’ Capital for the nine months ended September 30, 2011 and 2010 (unaudited)	5

		Notes to Financial Statements, including the Financial Statements of CMF Winton Master L.P. (unaudited)	6 – 20

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21 – 23

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24 – 25

	Item 4.	Controls and Procedures	26

PART II - Other Information			27 – 29
Exhibits


EX - 31.1		Certification
EX - 31.2		Certification
EX - 32.1		Certification
EX - 32.2		Certification
EX-10.4
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT



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.

PART I

Item 1. Financial Statements

Abingdon Futures Fund L.P.

Statements of Financial Condition


	(Unaudited) September 30,		December 31,
	2011		2010
Assets:

Investment in Master, at fair value	$	227,195,277	$	161,648,425
Cash		199,146		223,010

Total assets	$	227,394,423	$	161,871,435


Liabilities and Partners’ Capital
Liabilities:
Accrued expenses:
Brokerage fees	$	827,837	$	607,018
Management fees		283,089		268,559
Administrative fees		94,363		67,140
Incentive fees		948,965		0
Other		95,480		128,893
Redemptions payable		3,192,142		2,942,132

Total liabilities		5,441,876		4,013,742


Partners’ Capital:
General Partner, Class A, (1,878.6760 unit equivalents outstanding at September 30, 2011 and December 31, 2010)		2,256,910		2,186,159
General Partner, Class D, (0.0000 unit equivalents outstanding at September 30, 2011 and December 31, 2010)		0		0
General Partner, Class Z, (0.0000 unit equivalents outstanding at September 30, 2011 and December 31, 2010)		0		0
Limited Partners, Class A, (173,635.6478 and 133,776.0295 Redeemable Units outstanding at September 30, 2011 and December 31, 2010, respectively)		208,593,088		155,671,534
Limited Partners, Class D, (10,467.2498 and 0.0000 Redeemable Units outstanding at September 30, 2011 and December 31, 2010, respectively)		10,828,472		0
Limited Partners, Class Z, (269.4696 and 0.0000 Redeemable Units outstanding at September 30, 2011 and December 31, 2010, respectively)		274,077		0

Total partners’ capital		221,952,547		157,857,693

Total liabilities and partners’ capital	$	227,394,423	$	161,871,435

Class A, net asset value per redeemable unit	$	1,201.33	$	1,163.67

Class D, net asset value per redeemable unit	$	1,034.51	$	—

Class Z, net asset value per redeemable unit	$	1,017.10	$	—

See accompanying notes to financial statements.

Abingdon Futures Fund L.P.

Statements of Income and Expenses
(Unaudited)


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
Income:
Interest income allocated from Master	$	6,513		$	38,284		$	47,957		$	86,789


Expenses:
Expenses allocated from Master		38,460			32,521			101,930			109,607
Brokerage fees		2,463,147			1,618,953			6,719,550			4,561,932
Management fees		841,786			716,114			2,494,608			2,017,931
Administrative fees		280,596			179,029			757,456			504,482
Incentive fees		948,965			0			948,965			0
Other		59,423			68,410			212,224			229,582

Total expenses		4,632,377			2,615,027			11,234,733			7,423,534

Net investment income (loss)		(4,625,864	)		(2,576,743	)		(11,186,776	)		(7,336,745	)


Trading results:
Net realized gains (losses) on closed contracts allocated from Master		14,556,945			786,971			22,719,113			9,424,785
Change in net unrealized gains (losses) on open contracts allocated from Master		2,560,679			3,958,831			(5,017,313	)		5,418,708

Net trading gain (loss) allocated from Master		17,117,624			4,745,802			17,701,800			14,843,493

Net income (loss)		12,491,760			2,169,059			6,515,024			7,506,748


Net income (loss) allocation from Master
Class A		11,833,113			2,169,059			6,269,043			7,506,748

Class D		656,353			0			243,687			0

Class Z		2,294			0			2,294			0

Net asset value per Redeemable Unit
Class A (175,514.3238 and 128,044.0533 units outstanding at September 30, 2011 and 2010, respectively)	$	1,201.33		$	1,127.96		$	1,201.33		$	1,127.96

Class D (10,467.2498 and 0.0000 units outstanding at September 30, 2011 and 2010, respectively)	$	1,034.51		$	0		$	1,034.51		$	0

Class Z (269.4696 units and 0.0000 units outstanding at September 30, 2011 and 2010, respectively)	$	1,017.10		$	0		$	1,017.10		$	0

Net income (loss) per Redeemable Unit*
Class A	$	67.03		$	16.93		$	37.66		$	61.42

Class D	$	62.71		$	0		$	34.51		$	0

Class Z	$	17.10		$	0		$	17.10		$	0

Weighted average units outstanding
Class A		177,488.8320			128,881.0191			165,310.6803			122,764.6729

Class D		10,467.2498			0			9,387.2231			0

Class Z		231.3814			0			231.3814			0


*		Based on change in net asset value per unit.

See accompanying notes to financial statements.

Abingdon Futures Fund L.P.

Statements of Changes in Partners’ Capital
For the Nine Months Ended September 30, 2011 and 2010
(Unaudited)


	Class A						Class D				Class Z						Total
	Amount			Units			Amount		Units		Amount			Units			Amount			Units
Partners’ Capital December 31, 2010	$	157,857,693			135,654.7055		$	0		0	$	0			0		$	157,857,693			135,654.7055
Subscriptions — Limited Partners		76,523,895			65,168.9096			10,584,785		10,467.2498		346,031			342.4696			87,454,711			75,978.6290
Net income (Loss)		6,269,043			0			243,687		0		2,294			0			6,515,024			0
Redemptions — Limited Partners		(29,800,633	)		(25,309.2913	)		0		0		(74,248	)		(73.0000	)		(29,874,881	)		(25,382.2913	)

Partners’ Capital September 30, 2011	$	210,849,998			175,514.3238		$	10,828,472		10,467.2498	$	274,077			269.4696		$	221,952,547			186,251.0432


Partners’ Capital December 31, 2009	$	120,785,979			113,249.8188		$	0		0	$	0			0		$	120,785,979			113,249.8188
Subscriptions — Limited Partners		34,647,500			31,789.7615			0		0		0			0			34,647,500			31,789.7615
Subscriptions — General Partner		200,000			189.5034			0		0		0			0			200,000			189.5034
Net income (loss)		7,506,748			0			0		0		0			0			7,506,748			0
Redemptions — Limited Partners		(18,711,215	)		(17,185.0304	)		0		0		0			0			(18,711,215	)		(17,185.0304	)

Partners’ Capital September 30, 2010	$	144,429,012			128,044.0533		$	0		0	$	0			0		$	144,429,012			128,044.0533

See accompanying notes to financial statements.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

1. General:

Abingdon Futures Fund L.P. (the “Partnership”) is a limited partnership organized on November 8, 2005, under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options, swaps and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, livestock, lumber, metals and softs. The Partnership commenced trading on February 1, 2007. The commodity interests that are traded by the Partnership, through its investment in the Master (as defined below), are volatile and involve a high degree of market risk. The Partnership privately and continuously offers up to 300,000 redeemable units of limited partnership interest in the Partnership (“Redeemable Units”) to qualified investors. There is no maximum number of 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 September 30, 2011, all trading decisions for the Partnership are made by the Advisor (defined below).

On February 1, 2007, the Partnership allocated substantially all of its capital to the CMF Winton Master L.P. (the “Master”), a limited partnership organized under the partnership laws of the state of New York, having the same investment objective as the Partnership. The Partnership purchased 9,017.0917 units of the Master with cash equal to $12,945,000. The Master was formed in order to permit accounts managed by Winton Capital Management Limited (the “Advisor”) using the Diversified Program, the Advisor’s proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner of the Master. Individual and pooled accounts currently managed by the Advisor, including the Partnership, are permitted to be limited partners of the Master. The General Partner and the Advisor believe that trading through this master/feeder structure promotes efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master are approximately the same and redemption rights are not affected.

On April 1, 2011, the Redeemable Units offered pursuant to the Limited Partnership Agreement were deemed “Class A Units.” The rights, liabilities, risks, and fees associated with investment in the Class A Units did not change. In addition, beginning on April 1, 2011, Class D Units were offered and on August 1, 2011, Class Z Units were offered. Class A, Class D and Class Z will each be referred to as a “Class” and collectively referred to as the “Classes.” The Class of Units that a Limited Partner receives upon a subscription will generally depend upon the amount invested in the Partnership, although the General Partner may determine to offer Redeemable Units to investors at its discretion. Class Z units were offered to certain employees of Morgan Stanley Smith Barney and its affiliates (and their family members). Class A Units, Class D Units, and Class Z Units are identical, except that Class D Units will be subject to a monthly commission fee equal to 1/12th of 1.875% (a 1.875% annual rate) of the Net Assets of Class D as of the ending of each month, and Class Z Units will be subject to a monthly commission fee equal to 1/12th of 1.125% (a 1.125% annual rate) of the Net Assets of Class Z as of the ending of each month which differs from the Class A monthly commission fee of 1/12th of 4.5% (a 4.5% annual rate) of the net assets of Class A.

The General Partner is not aware of any material changes to the trading program discussed above during the fiscal quarter ended September 30, 2011.

At September 30, 2011 and December 31, 2010, the Partnership owned approximately 27.4% and 18.3%, respectively, of the Master. The Partnership intends to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master. The Master’s trading of futures, forwards, swaps and option contracts, if applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Master engages in such trading through a commodity brokerage account maintained with CGM. The Master’s Statements of Financial Condition, Condensed Schedules of Investments and Statements of Income and Expenses and Changes in Partners’ Capital are included herein.

The General Partner and each 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 their capital contribution and profits, if any, net of distributions.

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 September 30, 2011 and December 31, 2010, and the results of its operations and changes in partners’ capital for the three and nine months ended September 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 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

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

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.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

The Master’s Statements of Financial Condition and Condensed Schedules of Investments as of September 30, 2011 and December 31, 2010 and Statements of Income and Expenses and Changes in Partners’ Capital for the three and nine months ended September 30, 2011 and 2010 are presented below:

CMF Winton Master L.P.
Statements of Financial Condition


	(Unaudited) September 30,		December 31,
	2011		2010
Assets:
Equity in trading account:
Cash	$	785,031,692	$	807,251,910
Cash margin		37,467,085		49,613,732
Net unrealized appreciation on open futures contracts		5,966,494		23,451,496
Net unrealized appreciation on open forward contracts		1,710,792		3,491,675
Options purchased, at fair value (cost $63,620 and $46,200 at September 30, 2011 and December 31, 2010, respectively)		129,750		33,670

Total assets	$	830,305,813	$	883,842,483


Liabilities and Partners’ Capital:
Liabilities:
Options premium received, at fair value (premium $119,620 and $85,275 at September 30, 2011 and December 31, 2010, respectively)	$	244,115	$	65,795
Accrued expenses:
Professional fees		45,364		56,817

Total liabilities		289,479		122,612

Partners’ Capital:
General Partner, 0.0000 unit equivalents at September 30, 2011 and December 31, 2010		0		0
Limited Partners, 337,386.9452 and 391,924.9266 units outstanding at September 30, 2011 and December 31, 2010, respectively		830,016,334		883,719,871

Total liabilities and partners’ capital	$	830,305,813	$	883,842,483

Net asset value per unit	$	2,460.13	$	2,254.82

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

CMF Winton Master L.P.
Condensed Schedule of Investments
September 30, 2011
(Unaudited)


	Notional ($)/
	Number of					% of Partners’
	Contracts		Fair Value			Capital
Futures Contracts Purchased
Currencies		1,089	$	(3,036,838	)		(0.37	)%
Energy		311		(1,940,268	)		(0.23	)
Grains		534		(3,426,611	)		(0.41	)
Indices		31		(56,140	)		(0.01	)
Interest Rates U.S.		6,567		3,638,859			0.44
Interest Rates Non-U.S.		7,347		2,554,865			0.31
Livestock		52		86,615			0.01
Metals		239		(1,396,415	)		(0.17	)
Softs		184		(767,366	)		(0.09	)

Total futures contracts purchased				(4,343,299	)		(0.52	)

Futures Contracts Sold
Currencies		1,400		2,423,911			0.29
Energy		794		4,547,774			0.55
Grains		730		2,451,084			0.30
Indices		1,262		(1,148,833	)		(0.14	)
Interest Rates Non-U.S.		16		19,468			0.00	*
Livestock		169		(289,805	)		(0.03	)
Metals		28		439,182			0.05
Softs		321		1,867,012			0.22

Total futures contracts sold				10,309,793			1.24

Unrealized Appreciation on Open Forward Contracts
Currencies	$	40,909,356		610,970			0.07
Metals		523		6,499,487			0.78

Total unrealized appreciation on open forward contracts				7,110,457			0.85

Unrealized Depreciation on Open Forward Contracts
Currencies	$	114,526,281		(1,257,045	)		(0.15	)
Metals		222		(4,142,620	)		(0.50	)

Total unrealized depreciation on open forward contracts				(5,399,665	)		(0.65	)

Options Purchased
Puts
Indices		51		129,750			0.02

Total options purchased				129,750			0.02

Options Premium Received
Puts
Indices		51		(244,115	)		(0.03	)

Total options premium received				(244,115	)		(0.03	)

Total fair value			$	7,562,921			0.91	%


*		Due to rounding.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

CMF Winton Master L.P.
Condensed Schedule of Investments
December 31, 2010


	Notional ($)/
	Number of					% of Partners’
	Contracts		Fair Value			Capital

Futures Contracts Purchased
Currencies		3,180	$	9,643,771			1.09	%
Energy		853		1,746,824			0.20
Grains		1,967		6,773,822			0.77
Indices		3,730		802,802			0.09
Interest Rates U.S.		460		75,260			0.01
Interest Rates Non-U.S.		2,060		180,335			0.02
Livestock		258		440,485			0.05
Metals		661		5,059,533			0.57
Softs		466		1,890,590			0.21

Total futures contracts purchased				26,613,422			3.01

Futures Contracts Sold
Currencies		619		(1,141,369	)		(0.13	)
Energy		237		(565,450	)		(0.06	)
Indices		145		66,307			0.01
Interest Rates U.S.		1,002		(480,409	)		(0.05	)
Interest Rates Non-U.S.		1,369		(1,041,005	)		(0.12	)

Total futures contracts sold				(3,161,926	)		(0.35	)

Unrealized Appreciation on Open Forward Contracts
Currencies	$	28,330,202		473,215			0.05
Metals		686		6,967,880			0.79

Total unrealized appreciation on open forward contracts				7,441,095			0.84

Unrealized Depreciation on Open Forward Contracts
Currencies	$	59,051,932		(318,217	)		(0.04	)
Metals		382		(3,631,203	)		(0.41	)

Total unrealized depreciation on open forward contracts				(3,949,420	)		(0.45	)

Options Purchased
Puts
Indices		75		33,670			0.00	*

Total options purchased				33,670			0.00	*

Options Premium Received
Puts
Indices		75		(65,795	)		(0.01	)

Total options premium received				(65,795	)		(0.01	)

Total fair value			$	26,911,046			3.04	%


*		Due to rounding.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

CMF Winton Master L.P.
Statements of Income and Expenses and Changes in Partners’ Capital
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Investment Income:
Interest income	$	29,007		$	239,637		$	271,152		$	538,018


Expenses:
Clearing fees		123,164			147,999			374,961			503,702
Professional fees		21,442			28,252			69,138			80,947

Total expenses		144,606			176,251			444,099			584,649

Net investment income (loss)		(115,599	)		63,386			(172,947	)		(46,631	)

Trading results:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts		54,296,749			4,515,767			95,430,492			51,771,595
Change in net unrealized gains (losses) on open contracts		11,260,944			21,535,038			(19,331,200	)		28,749,291

Total trading results		65,557,693			26,050,805			76,099,292			80,520,886

Net income (loss)		65,442,094			26,114,191			75,926,345			80,474,255
Subscriptions — Limited Partners		14,891,020			51,571,191			208,090,998			258,288,119
Redemptions — Limited Partners		(85,791,657	)		(38,471,822	)		(337,449,728	)		(113,113,236	)
Distribution of interest income to feeder funds		(29,007	)		(239,637	)		(271,152	)		(538,018	)

Net increase (decrease) in Partners’ Capital		(5,487,550	)		38,973,923			(53,703,537	)		225,111,120
Partners’ Capital, beginning of period		835,503,884			760,545,510			883,719,871			574,408,313

Partners’ Capital, end of period	$	830,016,334		$	799,519,433		$	830,016,334		$	799,519,433

Net asset value per unit
(337,386.9452 and 372,335.1656 units outstanding
at September 30, 2011 and 2010, respectively)	$	2,460.13		$	2,147.31		$	2,460.13		$	2,147.31

Net income (loss) per unit *	$	184.94		$	70.15		$	206.00		$	224.76

Weighted average units outstanding		360,300.0339			377,043.0866			394,312.7407			358,649.4945


*		Based on changes in net asset value per unit.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

Financial Highlights:

Changes in the net asset value per unit for each Class for the three and nine months ended September 30, 2011 and 2010 were as follows:


							For the period									For the period			For the period
							August 1, 2011									April 1, 2011			August 1, 2011
							(commencement									(commencement			(commencement
	Three Months Ended						of operations)			Three Months Ended			Nine Months Ended			of operations)			of operations)			Nine Months Ended
	September 30, 2011						to September 30, 2011			September 30, 2010			September 30, 2011			to September 30, 2011			to September 30, 2011			September 30, 2010
	Class A			Class D			Class Z			Class A			Class A			Class D			Class Z			Class A
Net realized and unrealized gains (losses) allocated from Master *	$	78.35		$	73.96		$	24.91		$	24.16		$	63.14		$	54.32		$	24.91		$	83.26
Interest income allocated from Master		0.03			0.03			0.02			0.30			0.30			0.06			0.02			0.69
Expenses **		(11.35	)		(11.28	)		(7.83	)		(7.53	)		(25.78	)		(19.87	)		(7.83	)		(22.53	)

Increase (decrease) for the period		67.03			62.71			17.10			16.93			37.66			34.51			17.10			61.42
Net asset value per unit, beginning of period		1,134.30			971.80			1,000.00			1,111.03			1,163.67			1,000.00			1,000.00			1,066.54

Net asset value per unit, end of period	$	1,201.33		$	1,034.51		$	1,017.10		$	1,127.96		$	1,201.33		$	1,034.51		$	1,017.10		$	1,127.96


*		Includes Partnership brokerage fees and clearing fees allocated from Master.

**		Excludes Partnership brokerage fees and clearing fees allocated from Master.

t
							For the period									For the period			For the period
							August 1, 2011									April 1, 2011			August 1, 2011
							(commencement									(commencement			(commencement
	Three Months Ended						of operations)			Three Months Ended			Nine Months Ended			of operations)			of operations)			Nine Months Ended
	September 30, 2011						to September 30, 2011			September 30, 2010			September 30, 2011			to September 30, 2011			to September 30, 2011			September 30, 2010
	Class A			Class D			Class Z			Class A			Class A			Class D			Class Z			Class A
Ratio to average net assets:***
Net investment income (loss) before incentive fees****		(6.9	)%		(4.1	)%		(4.5	)%		(7.3	)%		(7.1	)%		(4.4	)%		(4.5	)%		(7.5	)%

Operating expenses		6.9	%		4.1	%		4.5	%		7.4	%		7.2	%		4.4	%		4.5	%		7.6	%
Incentive fees		0.4	%		0.6	%		0.3	%		—	%		0.5	%		0.7	%		0.3	%		—	%

Total expenses		7.3	%		4.7	%		4.8	%		7.4	%		7.7	%		5.1			4.8	%		7.6	%

Total return :
Total return before incentive fees		6.4	%		7.1	%		1.9	%		1.5	%		3.7	%		4.0	%		1.9	%		5.8	%
Incentive fees		(0.5	)%		(0.6	)%		(0.2	)%		—	%		(0.5	)%		(0.5	)%		(0.2	)%		—	%

Total return after incentive fees		5.9	%		6.5	%		1.7	%		1.5	%		3.2	%		3.5	%		1.7	%		5.8	%


***		Annualized (other than incentive fees).

****		Interest income allocated from Master less total expenses.

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 for the Classes using the limited partners’ share of income, expenses and average net assets.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

Financial Highlights of the Master:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010

Net realized and unrealized gains (losses) *	$	184.93		$	69.57		$	205.50		$	223.48
Interest income		0.08			0.65			0.69			1.51
Expenses **		(0.07	)		(0.07	)		(0.19	)		(0.23	)

Increase (decrease) for the period		184.94			70.15			206.00			224.76
Distribution of interest income to feeder funds		(0.08	)		(0.65	)		(0.69	)		(1.51	)
Net asset value per unit, beginning of period		2,275.27			2,077.81			2,254.82			1,924.06

Net asset value per unit, end of period	$	2,460.13		$	2,147.31		$	2,460.13		$	2,147.31


*		Includes clearing fees.

**		Excludes clearing fees.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010

Ratios to average net assets:***
Net investment income (loss)****		(0.1)	%*****		0.0	%*****		(0.0)	%*****		(0.0)	%*****

Operating expenses		0.1	%		0.1	%		0.1	%		0.1	%

Total return		8.1	%		3.4	%		9.1	%		11.7	%


***		Annualized.

****		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.

Trading Activities:

The Partnership was formed for the purpose of trading commodity interest, including derivative financial instruments and derivative commodity instruments. The Partnership invests substantially all of its assets through a “master-feeder” structure. The Partnership’s pro-rata share of the results of the Master’s trading activities are shown in the Statements of Income and Expenses.

The customer agreements between the Partnership and CGM and the Master and CGM give the Partnership and the Master, respectively, the legal right to net unrealized gains and losses on open futures and open forward contracts. The Master nets, for financial reporting purposes, the unrealized gains and losses on open futures and open forward contracts on the Statements of Financial Condition.

Brokerage fees are calculated as a percentage of the adjusted net asset value per class on the last day of each month and are affected by trading performance, subscriptions and redemptions.

All of the commodity interests owned by the Master are held for trading purposes. The monthly average number of futures contracts traded during the three months ended September 30, 2011 and 2010 were 25,856 and 29,386, respectively. The monthly average number of futures contracts traded during the nine months ended September 30, 2011 and 2010 were 22,943 and 27,617, respectively. The monthly average number of metals forward contracts traded during the three months ended September 30, 2011 and 2010 were 936 and 696, respectively. The monthly average number of metals forward contracts traded during the nine months ended September 30, 2011 and 2010 were 1,075 and 1,005, respectively. The average notional values of currency forward contracts during the three months ended September 30, 2011 and 2010 were $247,412,091 and $48,970,710, respectively. The average notional values of currency forward contracts during the nine months ended September 30, 2011 and 2010 were $201,875,966 and $27,744,712, respectively. The monthly average number of options contracts traded during the three months ended September 30, 2011 and 2010 were 111 and 140, respectively. The monthly average number of options contracts traded during the nine months ended September 30, 2011 and 2010 were 152 and 137, respectively.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

The following tables indicate the gross fair values of derivative instruments of futures, forward and options contracts as separate assets and liabilities as of September 30, 2011 and December 31, 2010.


	September 30, 2011
Assets
Futures Contracts
Currencies	$	2,940,200
Energy		4,556,680
Grains		2,451,237
Indices		396,665
Interest Rates U.S.		4,203,538
Interest Rates Non-U.S.		3,913,529
Livestock		86,815
Metals		565,762
Softs		1,878,138

Total unrealized appreciation on open futures contracts	$	20,992,564


Liabilities
Futures Contracts
Currencies	$	(3,553,127	)
Energy		(1,949,174	)
Grains		(3,426,764	)
Indices		(1,601,638	)
Interest Rates U.S.		(564,679	)
Interest Rates Non-U.S.		(1,339,196	)
Livestock		(290,005	)
Metals		(1,522,995	)
Softs		(778,492	)

Total unrealized depreciation on open futures contracts	$	(15,026,070	)


Net unrealized appreciation on open futures contracts	$	5,966,494	*


		September 30, 2011

Assets
Forward Contracts
Currencies	$	610,970
Metals		6,499,487

Total unrealized appreciation on open forward contracts	$	7,110,457


Liabilities
Forward Contracts
Currencies	$	(1,257,045	)
Metals		(4,142,620	)

Total unrealized depreciation on open forward contracts	$	(5,399,665	)


Net unrealized appreciation on open forward contracts
	$	1,710,792	**


Assets
Options Purchased
Indices	$	129,750

Total options purchased	$	129,750	***


Liabilities
Options Premium Received
Indices	$	(244,115	)

Total options premium received	$	(244,115	)****


*		This amount is in “Net unrealized appreciation on open futures contracts” on the Master’s Statements of Financial Condition.

**		This amount is in “Net unrealized appreciation on open forward contracts” on the Master’s Statements of Financial Condition.

***		This amount is in “Options purchased, at fair value” on the Master’s Statements of Financial Condition.

****		This amount is in “Options premium received, at fair value” on the Master’s Statements of Financial Condition.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)


	December 31, 2010

Assets
Futures Contracts
Currencies	$	9,644,271
Energy		1,844,471
Grains		6,777,945
Indices		1,799,439
Interest Rates U.S.		204,140
Interest Rates Non-U.S.		455,439
Livestock		440,768
Metals		5,063,713
Softs		1,906,919

Total unrealized appreciation on open futures contracts	$	28,137,105

Liabilities
Futures Contracts
Currencies	$	(1,141,869	)
Energy		(663,097	)
Grains		(4,123	)
Indices		(930,330	)
Interest Rates U.S.		(609,289	)
Interest Rates Non-U.S.		(1,316,109	)
Livestock		(283	)
Metals		(4,180	)
Softs		(16,329	)

Total unrealized depreciation on open futures contracts	$	(4,685,609	)

Net unrealized appreciation on open futures contracts	$	23,451,496	*


	December 31, 2010

Assets
Forward Contracts
Currencies	$	473,215
Metals		6,967,880

Total unrealized appreciation on open forward contracts	$	7,441,095

Liabilities
Forward Contracts
Currencies	$	(318,217	)
Metals		(3,631,203	)

Total unrealized depreciation on open forward contracts	$	(3,949,420	)

Net unrealized appreciation on open forward contracts	$	3,491,675	**

Assets
Options Purchased
Indices	$	33,670

Total options purchased	$	33,670	***

Liabilities
Options Premium Received
Indices	$	(65,795	)

Total options premium received	$	(65,795	)****


*		This amount is in “Net unrealized appreciation on open futures contracts” on the Master’s Statements of Financial Condition.

**		This amount is in “Net unrealized appreciation on open forward contracts” on the Master’s Statements of Financial Condition.

***		This amount is in “Options purchased, at fair value” on the Master’s Statements of Financial Condition.

****		This amount is in “Options premium received, at fair value” on the Master’s Statements of Financial Condition.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

The following tables indicate the trading gains and losses, by market sector, on derivative instruments for the three and nine months ended September 30, 2011 and 2010.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Sector	2011			2010			2011			2010
Currencies	$	(13,260,114	)	$	(3,994,348	)	$	(5,509,756	)	$	22,355,794
Energy		(943,053	)		(5,518,499	)		4,226,611			(13,818,858	)
Grains		(853,851	)		(5,061,389	)		(3,904,275	)		(3,994,112	)
Indices		(10,592,871	)		(1,821,598	)		(9,971,686	)		(17,490,188	)
Interest Rates U.S.		31,316,409			23,202,559			29,893,072			40,216,662
Interest Rates Non-U.S.		42,090,191			14,344,001			38,433,438			44,624,569
Livestock		(570,805	)		399,058			(366,385	)		(109,005	)
Metals		16,842,243			5,238,304			18,812,339			8,491,941
Softs		1,529,544			(737,283	)		4,485,934			244,083

Total	$	65,557,693	*****	$	26,050,805	*****	$	76,099,292	*****	$	80,520,886	*****


^****		This amount is in “Total trading results” on the Master’s Statements of Income and Expenses and Changes in Partners’ Capital.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

4. Fair Value Measurements:

Partnership’s Investments. The Partnership values its investment in the Master at its net asset value per unit per class calculated by the Master. The Master values its investments as described in Note 2 of the Master’s notes to the annual financial statements as of December 31, 2010.

Partnership’s 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.

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 Level 2 assets and liabilities.

The Partnership will separately present purchases, sales, issuances and settlements in its 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 values investment in the Master where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 2). The value of the Partnership’s investment in the Master reflects its proportional interest in the Master. As of and for the periods ended September 30, 2011 and December 31, 2010, the Partnership did not hold any derivative instruments that were based on unadjusted quoted prices in active markets for identical assets (Level 1) or priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).


			Quoted Prices
			in Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable
	9/30/2011		Assets (Level 1)		(Level 2)		Inputs (Level 3)
Assets
Investment in Master	$	227,195,277	$	—	$	227,195,277	$	—

Net fair value	$	227,195,277	$	—	$	227,195,277	$	—


			Quoted Prices
			in Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable
	12/31/2010		Assets (Level 1)		(Level 2)		Inputs (Level 3)
Assets
Investment in Master	$	161,648,425	$	—	$	161,648,425	$	—

Net fair value	$	161,648,425	$	—	$	161,648,425	$	—

Master’s Investments. All commodity interests of the Master (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. 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.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

Master’s 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 Master’s Level 1 assets and liabilities are actively traded.

The Master 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 makes 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 Master considers 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). As of and for the periods ended September 30, 2011 and December 31, 2010, the Master 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).


			Quoted Prices in					Significant
			Active Markets for		Significant Other			Unobservable
			Identical Assets		Observable Inputs			Inputs
	9/30/2011		(Level 1)		(Level 2)			(Level 3)
Assets
Futures	$	20,992,564	$	20,992,564	$	—		$	—
Forwards		7,110,457		6,499,487		610,970			—
Options purchased		129,750		129,750		—			—

Total Assets		28,232,771		27,621,801		610,970			—

Liabilities
Futures		15,026,070		15,026,070		—			—
Forwards		5,399,665		4,142,620		1,257,045			—
Options premium received		244,115		244,115		—			—

Total Liabilities		20,669,850		19,412,805		1,257,045			—

Total fair value	$	7,562,921	$	8,208,996	$	(646,075	)	$	—


			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
	12/31/2010*		(Level 1)		(Level 2)		(Level 3)
Assets
Futures	$	28,137,105	$	28,137,105	$	—	$	—
Forwards		7,441,095		6,967,880		473,215		—
Options purchased		33,670		33,670		—		—

Total Assets		35,611,870		35,138,655		473,215		—

Liabilities
Futures		4,685,609		4,685,609		—		—
Forwards		3,949,420		3,631,203		318,217		—
Options premium received		65,795		65,795		—		—

Total Liabilities		8,700,824		8,382,607		318,217		—

Total fair value	$	26,911,046	$	26,756,048	$	154,998	$	—

* The amounts have been reclassified from the December 31, 2010 prior year financial statements to conform to current year presentation.

5. Financial Instrument Risks:

In the normal course of business, the Partnership, through its investment in the Master, is party 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, or 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, swaps 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 instrument, 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 New York law.

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Master 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/Master is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

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/Master’s 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/Master’s risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Master to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Master has credit risk and concentration risk as CGM or a CGM affiliate is the sole counterparty or broker with respect to the Partnership’s/Master’s assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through CGM, the Partnership’s/Master’s counterparty is an exchange or clearing organization.

As both a buyer and seller of options, the Master pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Master 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 Master does not consider these contracts to be guarantees.

The General Partner monitors and attempts to control the Partnership’s/Master’s 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/Master 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, online monitoring systems provide account analysis of futures, 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/Master’s business, these instruments may not be held to maturity.

6. 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 Investments. The Partnership values its investment in the Master at its net asset value per unit per Class as calculated by the Master. The Master values its investments as described in Note 2 of the Master’s notes to the annual financial statements as of December 31, 2010.

Partnership’s and the Master’s 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 Master’s Level 1 assets and liabilities are actively traded.

The Partnership and the Master will separately present purchases, sales, issuances and settlements in its 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 values investments in the Master where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 2). The value of the Partnership’s investment in the Master reflects its proportional interest in the Master. As of and for the periods ended September 30, 2011 and December 31, 2010, the Partnership did not hold any derivative instruments that were based on unadjusted quoted prices in active markets for identical assets (Level 1) or priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

Futures Contracts. The Master trades futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery 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 Master each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Master. When the contract is closed, the Master records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. 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 Partners’ Capital.

Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

Forward Foreign Currency Contracts. Forward foreign currency contracts are those contracts where the Master agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Forward foreign currency contracts are valued daily, and the Master’s 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, respectively, and are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

The Master does 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 Master are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Master each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Master. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Master records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. 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 Master 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 Master writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Master purchases an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Realized gains (losses) and changes in unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses 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 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 2008 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.

In October 2011, FASB issued a proposed ASU intended to improve and converge financial reporting by setting forth consistent criteria for determining whether an entity is an investment company. Under longstanding U.S. GAAP, investment companies carry all of their investments at fair value, even if they hold a controlling interest in another company. The primary changes being proposed by the FASB relate to which entities would be considered investment companies as well as certain disclosure and presentation requirements. In addition to the changes to the criteria for determining whether an entity is an investment company, the FASB also proposes that an investment company consolidate another investment company if it holds a controlling financial interest in the entity. The Partnership is currently evaluating the impact that this proposed update would have on the financial statements.

Net Income (Loss) per unit. Net income (loss) per unit for each Class is calculated in accordance with investment company guidance. See Note 2 “Financial Highlights”.

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 only assets are its investment in the Master and cash. The Master does not engage in sales of goods or services. 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 investment in the Master. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2011.

The Partnership’s capital consists of capital contributions, as increased or decreased by income (loss) from its investment in the Master, expenses, interest income, subscriptions, redemptions of Redeemable Units and distributions of profits, if any. For the nine months ended September 30, 2011, Partnership capital increased 40.6% from $157,857,693 to $221,952,547. This increase was attributable to subscriptions of 65,168.9096 Redeemable Units of Class A totaling $76,523,895, subscriptions of 10,467.2498 Redeemable Units of Class D totaling $10,584,785 and subscriptions of 342.4696 Redeemable Units of Class Z totaling $346,031, coupled with the net gain from operations of $6,515,024. This increase was partially offset by the redemptions of 25,309.2913 Redeemable Units of Class A totaling $29,800,633 and by the redemptions of 73.0000 Redeemable Units of Class Z totaling $74,248. Future redemptions can impact the amount of funds available for investment in the Master in subsequent periods.

The Master’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of units and distributions of profits, if any.

For the nine months ended September 30, 2011, the Master’s capital decreased 6.1% from $883,719,871 to $830,016,334. This decrease was attributable to redemptions of 144,030.1540 units totaling $337,449,728 and distribution of interest income to feeder funds totaling $271,152, which was partially offset by the net income from operations of $75,926,345, coupled with subscriptions of 89,492.1726 units totaling $208,090,998. 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 6 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.

Results of Operations

During the Partnership’s third quarter of 2011, the net asset value per unit for Class A increased 5.9% from $1,134.30 to $1,201.33 as compared to an increase of 1.5% in the third quarter of 2010. During the Partnership’s third quarter of 2011, the net asset value per unit for Class D increased 6.5% from $971.80 to $1,034.51. During the Partnership’s third quarter of 2011, the net asset value per unit for Class Z increased 1.7% from $1000.00 to $1,017.10 from August 1, 2011 to September 30, 2011. Class D and Class Z units were not offered by the Partnership in the third quarter of 2010. The Partnership, through its investment in the Master, experienced a net trading gain before brokerage fees and related fees in the third quarter of 2011 of $17,117,624. Gains were primarily attributable to the Master’s trading of commodity futures in U.S. and non-U.S. interest rates, metals and softs, and were partially offset by losses in currencies, energy, grains, indices and livestock. The Partnership, through its investment in the Master, experienced a net trading gain before brokerage fees and related fees in the third quarter of 2010 of $4,745,802. Gains were primarily attributable to the Master’s trading of commodity futures in U.S. and non-U.S. interest rates, livestock and metals and were partially offset by losses in currencies, energy, grains, indices and softs.

The most significant gains were achieved within the global interest rate sector throughout a majority of the quarter due to long futures positions in European and U.S. fixed-income futures as prices advanced higher due to concern about the European sovereign debt crisis and a faltering global economy. Within the metals markets, gains were recorded primarily during July and August from long positions in gold futures after prices reached a record high as escalating concern that the global economy is slowing boosted demand for the precious metal. Within the agricultural complex, gains were experienced primarily during July from short positions in coffee futures as prices declined following speculation India’s coffee exports may be boosted by record production levels. A portion of the Partnership’s gains during the quarter was offset by losses incurred within the currency sector, primarily during August, from long positions in the Australian dollar, Canadian dollar, and Mexican peso versus the U.S. dollar as the value of the U.S. dollar was boosted higher against these currencies by increased “safe haven” demand following central bank intervention in the Japanese yen and amid concerns related to the European debt crisis. Additional losses were recorded within this sector in September due to long positions in the Australian dollar and New Zealand dollar versus the U.S. dollar as the value of these “commodity currencies” moved lower in tandem with declining commodity prices. Within the global stock index sector, losses were experienced primarily during July and August due to long positions in European and U.S. equity index futures as prices dropped amid Standard & Poor’s downgrade of the United States’ sovereign credit rating and concern about the European sovereign debt crisis. Losses were also incurred within the energy sector, primarily during August, from long futures positions in crude oil and its related products as prices fell on concern energy demand may falter amid slowing economic growth in the U.S. and a deepening debt crisis in Europe.

During the Partnership’s nine months ended September 30, 2011, the net asset value per unit for Class A increased 3.2% from $1,163.67 to $1,201.33 as compared to an increase of 5.8% during the nine months ended September 30, 2010. During the Partnership’s nine months ended September 30, 2011, the net asset value per unit for Class D increased 3.5% from $1,000.00 to $1,034.51 from April 1, 2011 to September 30, 2011. Class D Units were not offered by the Partnership prior to April 1, 2011. During the Partnership’s nine months ended September 30, 2011, the net asset value per unit for Class Z increased 1.7% from $1,000.00 to $1,017.10 from August 1, 2011 to September 30, 2011. Class Z units were not offered by the Partnership prior to August 1, 2011. The Partnership, through its investment in the Master, experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2011 of $17,701,800. Gains were primarily attributable to the Master’s trading of commodity futures in energy, U.S. and non-U.S. interest rates, metals and softs, and were partially offset by losses in currencies, grains, indices and livestock. The Partnership, through its investment in the Master, experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2010 of $14,843,493. Gains were primarily attributable to the Master’s trading of commodity futures in currencies, U.S. and non-U.S. interest rates, metals and softs and were partially offset by losses in energy, grains, indices and livestock.

The most significant gains were achieved within the global interest rate sector, primarily during the third quarter, due to long futures positions in European and U.S. fixed-income futures as prices advanced higher due to concern about the European sovereign debt crisis and a faltering global economy. Within the metals markets, gains were recorded primarily during April, July, and August. In April, long positions in gold futures resulted in gains as prices approached an all-time high after the U.S. Federal Reserve pledged to keep borrowing costs low, eroding the value of the U.S. dollar and spurring demand for the precious metal. During July and August, further gains were experienced from long positions in gold futures after prices reached a record high as escalating concern that the global economy is slowing boosted demand for the precious metal. Within the energy sector, gains were achieved throughout the majority of the first four months of the year from long futures positions in crude oil and its related products as prices rose amid an escalation in political instability in the Middle East and North Africa. Gains were also recorded within the agricultural complex, primarily during January, from long positions in corn futures as prices rose to the highest levels since July 2008 after the U.S. government lowered forecasts for domestic inventories as adverse weather slashed harvests. During July, additional gains were experienced within this sector from short positions in coffee futures as prices declined following speculation India’s coffee exports may be boosted by record production levels. A portion of the Partnership’s gains during the first nine months of the year was offset by losses incurred within the global stock index markets, primarily during June, July, and August, from long positions in European and U.S. equity index futures as prices dropped amid Standard & Poor’s downgrade of the United States’ sovereign credit rating, worse-than-expected economic reports, and concern about the European sovereign debt crisis. Within the currency sector, losses were recorded primarily during May, August, and September. During May, long positions in the euro and British pound versus the U.S. dollar resulted in losses as the value of these currencies moved lower against the U.S. dollar after Standard & Poor’s downgraded Greece’s credit rating, prompting concern that the European sovereign debt crisis may escalate. In August, losses were experienced from long positions in the Australian dollar, Canadian dollar, and Mexican peso versus the U.S. dollar as the value of the U.S. dollar was boosted higher against these currencies by increased “safe haven” demand following central bank intervention in the Japanese yen and amid concerns related to the European debt crisis. Additional losses were recorded within this sector in September due to long positions in the Australian dollar and New Zealand dollar versus the U.S. dollar as the value of these “commodity currencies” moved lower in tandem with declining commodity prices.

Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership (and the Master) depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationship, 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 Advisor is able to identify them, the Partnership (and the Master) expects to increase capital through operations.

Interest income on 80% of the Partnership’s average daily equity allocated to it by the Master was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. Interest income allocated from the Master for the three and nine months ended September 30, 2011 decreased by $31,771 and $38,832, respectively, as compared to the corresponding periods in 2010. The decrease in interest income is primarily due to lower U.S. Treasury bill rates during the three and nine months ended September 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 depends on the average daily equity n the Master’s account and upon interest rates over which the Partnership, the Master and CGM have no 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. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage fees for the three and nine months ended September 30, 2011 increased by $844,194 and $2,157,618, respectively, as compared to the corresponding periods in 2010. The increase in brokerage fees is due to higher net assets during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Management fees for the three and nine months ended September 30, 2011 increased by $125,672 and $476,677, respectively, as compared to the corresponding periods in 2010. The increase in management fees is due to higher net assets during the three and nine months ended September 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 net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Administrative fees for the three and nine months ended September 30, 2011 increased by $101,567 and $252,974, respectively, as compared to the corresponding periods in 2010. The increase in administrative fees is due to higher net assets during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

Incentive fees paid by the Partnership are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the management agreements among the Partnership, the General Partner and the Advisor. Trading performance for the three and nine months ended September 30, 2011 resulted in incentive fees of $948,965. There were no incentive fees for the three and nine months ended September 30, 2010. The Advisor will not be paid incentive fees until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership.

In allocating substantially all of the assets of the Partnership to the Master, the General Partner considers the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the Advisor at any time.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

All of the Partnership’s assets are subject to the risk of trading loss through its investment in the Master. The Master is a speculative commodity pool. The market sensitive instruments held by the Master are acquired for speculative trading purposes, and all or substantially all of the Partnership’s assets are subject to the risk of trading loss through its investment in the Master. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Master’s and the Partnership’s main line of business.

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

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

“Value at Risk” is a measure of the maximum amount which the Master could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Master’s speculative trading and the recurrence in the markets traded by the Master of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Master’s 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 Master’s losses in any market sector will be limited to Value at Risk or by the Master’s attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Master as the measure of its 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. The following tables indicate the trading Value at Risk associated with the Master’s open positions by market category as of September 30, 2011 and December 31, 2010, and the highest, lowest and average values during the three months ended September 30, 2011 and for the twelve months ended December 31, 2010. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. 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.

As of September 30, 2011, the Master’s total capitalization was $830,016,334 and the Partnership owned approximately 27.4% of the Master. The Partnership invests substantially all of its assets in the Master. The Master’s Value at Risk as of September 30, 2011 was as follows:

September 30, 2011


						Three Months ended September 30 , 2011
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	6,398,762		0.77	%	$	17,770,593	$	6,398,762	$	12,628,909
Energy		2,254,997		0.27	%		3,682,308		1,861,063		2,726,371
Grains		760,796		0.09	%		1,916,355		540,481		1,325,661
Indices		5,146,585		0.62	%		11,849,454		5,146,585		8,662,893
Interest Rates U.S.		5,172,100		0.63	%		8,420,650		5,172,100		6,643,483
Interest Rates Non-U.S.		9,204,700		1.11	%		15,134,879		9,204,700		11,303,280
Livestock		197,650		0.03	%		287,050		171,300		236,217
Metals		4,588,241		0.55	%		6,271,309		3,994,864		5,107,472
Softs		1,023,363		0.12	%		2,456,982		826,937		1,463,424

Total	$	34,747,194		4.19	%

* Average of month-end Values at Risk.

As of December 31, 2010, the Master’s total capitalization was $883,719,871 and the Partnership owned approximately 18.3% of the Master. The Partnership invests substaintially all of its assets in the Master. The Master’s Value at Risk as of December 31, 2010 was as follows:


	December 31, 2010					Twelve Months ended December 31, 2010
								Low		Average
			% of Total			High		Value at		Value at
Market Sector	Value at Risk		Capitalization			Value at Risk		Risk		Risk*
Currencies	$	8,969,665		1.01	%	$	13,529,797	$	3,127,432	$	9,858,603
Energy		3,277,769		0.37	%		4,944,082		236,988		2,213,508
Grains		3,992,796		0.45	%		4,064,389		556,164		2,285,359
Indices		15,987,691		1.81	%		22,020,780		2,382,812		12,021,182
Interest Rates U.S.		1,387,025		0.16	%		10,348,050		275,672		5,195,958
Interest Rates Non-U.S.		3,521,207		0.40	%		13,490,861		1,949,046		7,347,287
Livestock		268,200		0.03	%		437,350		158,080		263,226
Metals		6,416,979		0.73	%		8,963,451		3,939,668		5,989,765
Softs		1,393,632		0.16	%		2,071,953		538,916		1,029,710

Total	$	45,214,964		5.12	%


*		Annual average of month-end Value at Risk.

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 (“CEO”) and Chief Financial Officer (“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 September 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 during the fiscal quarter ended September 30, 2011 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following information supplements and amends 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 Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011.

Subprime-Mortgage Related Actions

On October 19, 2011, the SEC and Citigroup announced a settlement, subject to judicial approval, in connection with the SEC’s investigation into the structuring and sale of CDOs. Pursuant to the proposed settlement, CGM agreed to pay $160 million in disgorgement, $30 million in prejudgment interest, and a civil penalty of $95 million relating to CGM’s role in the structuring and sale of the Class V Funding III CDO transaction. Additional information relating to this matter is publicly available in court filings under the docket number 11 Civ. 7387 (S.D.N.Y.) (Rakoff, J.).

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 Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended September 30, 2011, there were additional sales of 12,701.6108 Redeemable Units totaling $14,791,020. 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. The Redeemable Units were purchased by accredited investors as defined in Regulation D.

Proceeds of net offering were used for the trading of commodity interests, including futures contracts, options and forwards contracts.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

(d) Maximum Number

(or Approximate

Redeemable Units

Dollar Value) of

(a) Total Class A

Class A

(a) Total Class Z

Class Z

Purchased as Part

Redeemable Units

of Number of

(b) Average

of Number of

(b) Average

of Publicly

that May Yet Be

Redeemable

Price Paid per

Redeemable

Price Paid per

Announced

Purchased Under the

Period

Units Purchased*

Redeemable Unit**

Units Purchased*

Redeemable Unit**

Plans or Programs

July 1, 2011 -
July 31, 2011

956.5007

1,186.51

N/A

August 1, 2011 -
August 31, 2011

4,299.4428

1,202.79

0.0000

$1,016.03

N/A

September 1, 2011 -
September 30, 2011

2,595.3682

1,201.33

73.000

$1,017.10

N/A

7,851.3117

1,200.32

73.000

$1,017.10

* Generally, limited partners are permitted to redeem their Redeemable Units as of the end 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.

Item 3. Defaults Upon Senior Securities – None

Item 4. [Removed and Reserved]

Item 5. Other Information – None

Item 6. Exhibits


3.1	(a)	Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of the State of New York, dated November 1, 2005 (filed as Exhibit 3.1 to the Registration on Form 10-12G filed on April 30, 2008 and incorporated herein by reference).

	(b)	Certificate of Amendment to the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.1(b) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

	(c)	Certificate of Amendment to the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 28, 2009 (filed as Exhibit 99.1 to the Form 8-K filed on September 29, 2009 and incorporated herein by reference).

	(d)	Certificate of Amendment to the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated June 29, 2010 (filed as Exhibit 3.1(d) to the Form 8-K filed on June 30, 2010 and incorporated herein by reference).

	(e)	Certificate of Amendment to Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 2, 2011 (filed as Exhibit 3.1 to the Form 8-K filed on September 7, 2011 and incorporated herein by reference).

3.2	(a)	Third Amended and Restated Agreement of Limited Partnership, dated March 1, 2011 (filed as Exhibit 3.3(a) to the Form 10-Q filed on May 16, 2011 and incorporated herein by reference).

10.1		Customer Agreement between the Partnership, the General Partner and CGM, dated April 29, 2008 (filed as Exhibit 10.2 to the Registration on Form 10-12G filed on April 30, 2008 and incorporated herein by reference).

10.2	(a)	Amended and Restated Management Agreement between the Partnership, the General Partner and the Advisor, dated April 29, 2011 (filed as Exhibit 10.2 to the Form 8-K filed on May 2, 2011 and incorporated herein by reference).

	(b)	Letter from the General Partner extending Management Agreement with the Advisor for 2010, dated June 1, 2010 (filed as Exhibit 10.2(c) to the Form 10-K filed on March 31, 2011 and incorporated herein by reference).

10.3		Agency Agreement between the Partnership, the General Partner and CGM, dated May 27, 2007 (filed as Exhibit 10.3 to the Registration on Form 10-12G filed on April 30, 2008 and incorporated herein by reference).

10.4		Form of Selling Agreement between the Partnership, Citigroup Managed Futures LLC, Citigroup Global Markets Inc. and Credit Suisse Securities, (USA) LLC, dated September 30, 2008 (filed herein).

10.5		Form of Third Party Subscription Agreement (filed as Exhibit 10.4 to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

10.6		Form of Subscription Agreement (filed as Exhibit 10.5 to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

10.7		Joinder Agreement among the General Partner, CMF, and Morgan Stanley Smith Barney LLC dated as of June 1, 2009 (filed as Exhibit 10 to the Form 10-Q filed on August 14, 2009 and incorporated herein by reference).


The exhibits required to be filed by Item 601 of regulation S-K are 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)

32.1	—	Section 1350 Certification (Certification of President and Director)

32.2	—	Section 1350 Certification (Certification of Chief Financial Officer)



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.

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.


ABINGDON FUTURES FUND L.P.
By:	Ceres Managed Futures LLC
	(General Partner)

By:	/s/ Walter Davis
	Walter Davis
	President and Director

Date: November 14, 2011

By:	/s/ Brian Centner
	Brian Centner
	Chief Financial Officer (Principal Accounting Officer)

Date: November 14, 2011

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