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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 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 0-53211
 
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 October 31, 2011, 134,642.3409 Limited Partnership Redeemable Units were outstanding.


 

EMERGING CTA PORTFOLIO L.P.
FORM 10-Q
INDEX
         
        Page
        Number
 
   
         
  Financial Statements:    
         
    Statements of Financial Condition
at September 30, 2011 (unaudited) and December 31, 2010
  3
 
    Condensed Schedules of Investments
at September 30, 2011 (unaudited) and December 31, 2010
  4 – 5
         
    Statements of Income and Expenses
and Changes in Partners’ Capital for the three and nine
months ended September 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 – 32
 
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)        
    September 30,     December 31,  
    2011     2010  
Assets:
               
Investment in Funds, at fair value
  $ 155,380,825     $ 93,009,857  
Equity in trading account:
               
Cash
    52,982,961       85,698,856  
Cash margin
    5,626,178       5,943,791  
Net unrealized appreciation on open futures contracts
    530,340       1,516,219  
Net unrealized appreciation on open forward contracts
    0       19,265  
Options purchased, at fair value (cost $0 and $854,880 at September 30, 2011 and December 31, 2010, respectively)
    0       901,226  
 
           
Total trading equity 
    214,520,304       187,089,214  
Interest receivable
    0       7,439  
 
           
Total assets
  $ 214,520,304     $ 187,096,653  
 
           
 
               
Liabilities and Partners’ Capital:
               
Liabilities:
               
Net unrealized depreciation on open forward contracts
  $ 707,752     $ 0  
Accrued expenses:
               
Brokerage fees
    623,620       545,698  
Management fees
    282,392       279,142  
Administrative fees
    88,803       77,685  
Incentive fees
    2,007,712       500,939  
General Partner incentive fees
    491,255       0  
Other
    61,611       107,923  
Redemptions payable
    1,575,128       2,059,665  
 
           
Total liabilities
    5,838,273       3,571,052  
 
           
Partners’ Capital:
               
General Partner, 1,438.9316 and 1,302.6036 unit equivalents outstanding at September 30, 2011 and December 31, 2010
    2,206,544       1,927,332  
Limited Partners, 134,646.6141 and 122,734.7189 Redeemable Units outstanding at September 30, 2011 and December 31, 2010, respectively
    206,475,487       181,598,269  
 
           
Total partners’ capital
    208,682,031       183,525,601  
 
           
Total liabilities and partners’ capital
  $ 214,520,304     $ 187,096,653  
 
           
Net asset value per unit
  $ 1,533.46     $ 1,479.60  
 
           
See accompanying notes to financial statements.

3


 

Emerging CTA Portfolio L.P.
Condensed Schedule of Investments
September 30, 2011
(Unaudited)
                         
    Notional ($)/                
    Number             % of Partners’  
    of Contracts     Fair Value     Capital  
Futures Contracts Purchased
                       
Currencies
    51     $ (58,244     (0.03 )% 
Energy
    170       (1,097,128 )     (0.53 )
Grains
    45       (234,849 )     (0.11 )
Indices
    97       (133,464     (0.06 )
Interest Rates U.S.
    429       (50,471 )     (0.02 )
Interest Rates Non-U.S.
    693       91,030     0.04
Livestock
    80       153,841       0.07  
Metals
    30       (205,258     (0.10
Softs
    21       (50,605 )     (0.02
 
                   
Total futures contracts purchased
            (1,585,148 )     (0.76 )
 
                   
Futures Contracts Sold
                       
Currencies
    153       175,844     0.08
Energy
    181       1,036,897       0.50  
Grains
    115       464,690       0.22  
Indices
    41       (26,185 )     (0.01 )
Interest Rates U.S.
    381       72,955       0.03  
Interest Rates Non-U.S.
    234       51,278       0.03  
Livestock
    7       (14,680 )     (0.01 )
Metals
    16       273,993       0.13  
Softs
    61       80,696     0.04
 
                   
Total futures contracts sold
            2,115,488       1.01  
 
                   
Unrealized Appreciation on Forward Contracts
                       
Currencies
  $ 39,291,107       1,234,635       0.59  
Metals
    162       2,798,413       1.34  
 
                   
Total unrealized appreciation on forward contracts
            4,033,048       1.93  
 
                   
Unrealized Depreciation on Forward Contracts
                       
Currencies
  $ 31,718,547       (1,272,278 )     (0.61 )
Metals
    147       (3,468,522 )     (1.66 )
 
                   
Total unrealized depreciation on forward contracts
            (4,740,800 )     (2.27 )
 
                   
Investment in Funds
                       
CMF Altis Partners Master Fund L.P.
            4,567,624       2.19  
Waypoint Master Fund L.P.
            23,677,204       11.35  
Blackwater Master Fund L.P.
            34,638,625       16.60  
PGR Master Fund L.P.
            26,688,813       12.79  
JEM Master Fund L.P.
            27,960,278       13.40  
CMF Cirrus Master Fund L.P.
            20,090,049       9.62  
Flintlock Master Fund L.P.
            17,758,232       8.51  
 
                   
Total investment in Funds
            155,380,825       74.46  
 
                   
Net fair value
          $ 155,203,413       74.37
 
                   
 
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     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Investment Income:
                               
Interest income
  $ 2,218     $ 31,506     $ 18,910     $ 72,153  
Interest income from investment in Funds
    5,432       26,051       44,627       63,534  
 
                       
Total investment income
    7,650       57,557       63,537       135,687  
 
                       
Expenses:
                               
Brokerage fees including clearing fees
    2,168,169       1,794,564       6,407,881       5,275,823  
Management fees
    839,570       870,478       2,566,820       2,555,129  
Administrative fees
    263,288       217,616       763,993       639,301  
Incentive fees
    1,996,865       368,580     2,273,172       416,676  
General Partner incentive fees
    491,255       0     491,255       0  
Other
    107,950       131,690       389,138       524,829  
 
                       
Total expenses
    5,867,097       3,382,928       12,892,259       9,411,758  
 
                       
Net investment income (loss)
    (5,859,447 )     (3,325,371 )     (12,828,722 )     (9,276,071 )
 
                       
Trading Results:
                               
Net gains (losses) on trading of commodity interests and investment in Funds:
                               
Net realized gains (losses) on closed contracts
    4,412,905       4,444,072     8,625,122       121,036
Net realized gains (losses) investment in Funds
    10,369,281     (9,000,276     12,148,685       (654,068 )
Change in net unrealized gains (losses) on open contracts
    (339,002 )     3,170,041     (1,759,242 )     3,796,860  
Change in net unrealized gains (losses) on investment in Funds
    4,353,973       14,528,265     1,533,737     11,518,890
 
                       
Total trading results
    18,797,157       13,142,102     20,548,302       14,782,718  
 
                       
Net income (loss)
    12,937,710       9,816,731     7,719,580     5,506,647
Subscriptions — Limited Partners
    5,770,385       6,508,000       40,333,869       25,946,000  
Subscriptions — General Partner
    0       0       200,000       0  
Redemptions — Limited Partners
    (8,379,284 )     (6,420,176 )     (23,097,019 )     (22,181,527 )
 
                       
Net increase (decrease) in Partners’ Capital
    10,328,811       9,904,555     25,156,430       9,271,120
Partners’ Capital, beginning of period
    198,353,220       166,072,237       183,525,601       166,705,672  
 
                       
Partners’ Capital, end of period
  $ 208,682,031     $ 175,976,792     $ 208,682,031     $ 175,976,792  
 
                       
Net asset value per unit (136,085.5457 and 121,303.6456 units outstanding at September 30, 2011 and 2010, respectively)
  $ 1,533.46     $ 1,450.71     $ 1,533.46     $ 1,450.71  
 
                       
Net income (loss) per unit*
  $ 93.24     $ 79.59   $ 53.86   $ 44.33
 
                       
Weighted average units outstanding
    138,554.0858       122,675.0654       137,311.8647       122,028.3974  
 
                       
 
*   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
September 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 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 up to 300,000 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 September 30, 2011, all trading decisions are made for the Partnership by multiple “emerging” commodity trading advisors (the “Advisors”) either directly, through individually managed accounts, or indirectly, through investments in other collective investment vehicles. Blackwater Capital Management, LLC (“Blackwater”), J E Moody & Company LLC (“JE Moody”), PGR Capital LLP (“PGR”), Waypoint Capital Management LLC (“Waypoint”) and Willowbridge Associates Inc. (“Willowbridge”) have been selected by the General Partner as major trading Advisors. In addition, the General Partner has allocated the Partnership’s assets to additional non-major trading Advisors. 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.
     As of September 1, 2011, the Partnership began offering three classes of limited partnership interests: Class A units, Class D units and Class Z units; each will be referred be to as “Class” and collectively referred to as the “Classes”. All Redeemable Units issued prior to September 1, 2011 were deemed “Class A Units.” The rights, liabilities, risks, and fees associated with investment in the Class A Units were not changed. Class A units and Class D units are available to taxable U.S. individuals and institutions, as well as U.S. tax exempt individuals and institutions. Class Z units will be offered to certain employees of Morgan Stanley Smith Barney and its affiliates (and their family members). The Class of units that a Limited Partner receives upon subscription will generally depend upon the amount invested in the Partnership, although the General Partner may determine to offer units to investors at its discretion.
     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 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
September 30, 2011
(Unaudited)
2. Financial Highlights:
     Changes in the net asset value per unit for the three and nine months ended September 30, 2011 and 2010 were as follows:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Net realized and unrealized gains (losses) *
  $ 119.90     $ 92.05     $ 100.56     $ 77.07  
Interest income
    0.05       0.47       0.47       1.11  
Expenses **
    (26.71 )     (12.93 )     (47.17 )     (33.85 )
 
                       
Increase (decrease) for the period
    93.24       79.59       53.86       44.33  
Net asset value per unit, beginning of period
    1,440.22       1,371.12       1,479.60       1,406.38  
 
                       
Net asset value per unit, end of period
  $ 1,533.46     $ 1,450.71     $ 1,533.46     $ 1,450.71  
 
                       
 
*   Includes brokerage fees and clearing fees.
 
**   Excludes brokerage fees and 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) before incentive fees****
    (6.6) %     (6.9 )%     (6.8) %     (7.1 )%
 
                       
 
Operating expense
    6.6 %     7.0 %     6.8 %     7.2 %
Incentive fees
    1.2 %     0.2 %     1.4 %     0.2 %
 
                       
Total expenses
    7.8 %     7.2 %     8.2 %     7.4 %
 
                       
 
                               
Total return:
                               
Total return before incentive fee allocation
    7.7 %     6.0 %     5.0 %     3.4 %
Incentive fees
    (1.2) %     (0.2 )%     (1.4) %     (0.2 )%
 
                       
Total return after incentive fee allocation
    6.5 %     5.8 %     3.6 %     3.2 %
 
                       
 
***   Annualized (other than incentive fees).
 
****   Interest income 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 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 exchange-cleared swaps 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 exchange-cleared swaps 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 September 30, 2011 and 2010 were 3,094 and 8,212, respectively. The monthly average number of futures contracts traded directly by the Partnership during the nine months ended September 30, 2011 and 2010 were 3,762 and 6,474, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended September 30, 2011 and 2010 were 326 and 505, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the nine months ended September 30, 2011 and 2010 were 627 and 454, respectively. The monthly average number of option contracts traded directly by the Partnership during the three months ended September 30, 2011 and 2010 were 395 and 0, respectively. The monthly average number of option contracts traded directly by the Partnership during the nine months ended September 30, 2011 and 2010 were 213 and 3, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the three months ended September 30, 2011 and 2010 were $308,247,773 and $314,828,744, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the nine months ended September 30, 2011 and 2010 were $348,244,289 and $321,229,653, 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
September 30, 2011
(Unaudited)
     The following tables indicate the gross fair values of derivative instruments of futures and forwards as separate assets and liabilities as of September 30, 2011 and December 31, 2010.
         
    September 30, 2011  
Assets
       
Futures Contracts
       
Currencies
  $ 214,518  
Energy
    1,082,007  
Grains
    464,690  
Indices
    49,611  
Interest Rates Non-U.S.
    274,778  
Interest Rates U.S.
    101,419  
Livestock
    153,841  
Metals
    287,519  
Softs
    84,308  
 
     
Total unrealized appreciation on open futures contracts
  $ 2,712,691  
 
     
Liabilities
       
Futures Contracts
       
Currencies
  $ (96,918 )
Energy
    (1,142,238 )
Grains
    (234,849 )
Indices
    (209,260 )
Interest Rates Non-U.S.
    (132,469 )
Interest Rates U.S.
    (78,935 )
Livestock
    (14,680 )
Metals
    (218,785 )
Softs
    (54,217 )
 
     
Total unrealized depreciation on open futures contracts
  $ (2,182,351 )
 
     
Net unrealized appreciation on open futures contracts
  $ 530,340 *
 
     
 
*   This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.
         
    September 30, 2011  
Assets
       
Forward Contracts
       
Currencies
  $ 1,234,635  
Metals
    2,798,413  
 
     
Total unrealized appreciation on open forward contracts
  $ 4,033,048  
 
     
Liabilities
       
Forward Contracts
       
Currencies
  $ (1,272,278 )
Metals
    (3,468,522 )
 
     
Total unrealized depreciation on open forward contracts
  $ (4,740,800 )
 
     
Net unrealized depreciation on open forward contracts
  $ (707,752) **
 
     
 
**   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
September 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
September 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 nine months ended September 30, 2011 and 2010.
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
Sector   2011     2010     2011     2010  
Currencies
  $ 174,469     $ 2,236,373     $ (607,096 )   $ (875,449 )
Energy
    (835,256 )     (1,209,775 )     (589,114 )     (1,694,332 )
Grains
    (180,607 )     741,098       235,703       752,563  
Indices
    194,501       192,746       (996,975 )     (2,894,247 )
Interest Rates U.S.
    1,741,773       2,245,280       3,045,928       3,474,989  
Interest Rates Non-U.S.
    2,376,468       1,560,678       1,986,969       3,563,460  
Livestock
    181,135       (81,853 )     41,578       (255,082 )
Metals
    297,348       499,235       3,339,769       702,039  
Softs
    124,072       1,430,331       409,118       1,143,955  
 
                       
Total
  $ 4,073,903 ****   $ 7,614,113 ****   $ 6,865,880 ****   $ 3,917,896 ****
 
                       
 
****   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 September 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
September 30, 2011
(Unaudited)
                                 
            Quoted Prices in              
            Active Markets     Significant Other     Significant  
            for Identical     Observable Inputs     Unobservable Inputs  
    September 30, 2011     Assets (Level 1)     (Level 2)     (Level 3)  
Assets
                               
Investment in Funds
  $ 155,380,825     $     $ 155,380,825     $  
Futures
    2,712,691       2,712,691              
Forwards
    4,033,048       2,798,413       1,234,635        
 
                       
Total assets
    162,126,564       5,511,104       156,615,460        
 
                       
Liabilities
                               
Futures
  $ 2,182,351     $ 2,182,351     $     $  
Forwards
    4,740,800       3,468,522       1,272,278        
 
                       
Total liabilities
    6,923,151       5,650,873       1,272,278        
 
                       
Net fair value
  $ 155,203,413     $ (139,769 )   $ 155,343,182     $  
 
                       
 
       
            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
September 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 September 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 directly or through its investment in the Funds. All other fees, including CGM’s direct brokerage fees, are charged at the Partnership level.
     At September 30, 2011, the Partnership owned approximately 3.1% of Altis Master, 53.5% of Waypoint Master, 78.5% of PGR Master, 82.1% of Blackwater Master, 67.7% of JEM Master, 87.5% of Cirrus Master and 82.9% 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
September 30, 2011
(Unaudited)
     Summarized information reflecting the total assets, liabilities and capital of the Funds is shown in the following tables.
                         
    September 30, 2011  
    Total Assets     Total Liabilities     Total Capital  
Altis Master
  $ 146,295,236     $ 46,900     $ 146,248,336  
Waypoint Master
    44,350,960       55,254       44,295,706  
Blackwater Master
    42,197,675       21,853       42,175,822  
PGR Master
    34,071,825       53,504       34,018,321  
JEM Master
    41,329,325       48,445       41,280,880  
Cirrus Master
    22,993,926       33,816       22,960,110  
Flintlock Master
    25,926,544       4,513,518       21,413,026  
 
                 
Total
  $ 357,165,491     $ 4,773,290     $ 352,392,201  
 
                 
                         
    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 September 30, 2011  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (70,204 )   $ (5,750,190 )   $ (5,820,394 )
Waypoint Master
    (42,646 )     5,476,730       5,434,084  
Blackwater Master
    (22,526 )     6,416,576       6,394,050  
PGR Master
    (26,811 )     2,066,599       2,039,788  
JEM Master
    (223,936 )     3,438,373       3,214,437  
Cirrus Master
    (29,739 )     454,121       424,382  
Flintlock Master
    (55,100 )     2,908,310       2,853,210  
 
                 
Total
  $ (470,962 )   $ 15,010,519     $ 14,539,557  
 
                 
                         
    For the nine months ended September 30, 2011  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (210,088 )   $ (25,206,754 )   $ (25,416,842 )
Sasco Master
    (707,823 )     1,199,725       491,902  
Waypoint Master
    (156,111 )     4,716,133       4,560,022  
Blackwater Master
    (70,260 )     6,933,479       6,863,219  
PGR Master
    (80,503 )     2,550,365       2,469,862  
JEM Master
    (530,047 )     4,754,480       4,224,433  
Cirrus Master
    (72,231 )     1,782,947       1,710,716  
Flintlock Master
    (100,898 )     1,072,946       972,048  
 
                 
Total
  $ (1,927,961 )   $ (2,196,679 )   $ (4,124,640 )
 
                 
                         
    For the three months ended September 30, 2010  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (50,392 )   $ 8,547,098     $ 8,496,706  
Sasco Master
    (112,978 )     5,074,990       4,962,012  
Waypoint Master
    (38,593 )     (909,222 )     (947,815 )
 
                 
Total
  $ (201,963 )   $ 12,712,866     $ 12,510,903  
 
                 
                         
    For the nine months ended September 30, 2010  
    Net Investment     Total Trading     Net Income  
    Income (Loss)     Results     (Loss)  
Altis Master
  $ (169,655 )   $ 4,445,084     $ 4,275,429  
Avant Master
    (45,163 )     1,063,684       1,018,521  
Sasco Master
    (681,557 )     7,215,622       6,534,065  
Waypoint Master
    (97,782 )     5,008,311       4,910,529  
 
                 
Total
  $ (994,157 )   $ 17,732,701     $ 16,738,544  
 
                 

14


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)
     Summarized information reflecting the Partnership’s investments in, and the operations of, the Funds is shown in the following tables.
                                                                 
    September 30, 2011     For the three months ended September 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
    2.19 %   $ 4,567,624     $ (202,525 )   $ 1,948     $ 781     $ (205,254 )   Commodity Portfolio   Monthly
Waypoint Master
    11.35 %     23,677,204       2,921,052       15,930       6,841       2,898,281     Commodity Portfolio   Monthly
Blackwater Master
    16.60 %     34,638,625       5,254,931       15,698       3,765       5,235,468     Commodity Portfolio   Monthly
PGR Master
    12.79 %     26,688,813       1,604,423       8,732       13,097       1,582,594     Commodity Portfolio   Monthly
JEM Master
    13.40 %     27,960,278       2,329,951       139,025       13,640       2,177,286     Commodity Portfolio   Monthly
Cirrus Master
    9.62 %     20,090,049       399,591       11,522       15,254       372,815     Energy
Markets
  Monthly
Flintlock Master
    8.51 %     17,758,232       2,421,263       35,703       10,920       2,374,640     Commodity Portfolio   Monthly
 
                                                     
Total
          $ 155,380,825     $ 14,728,686     $ 228,558     $ 64,298     $ 14,435,830                  
 
                                                     
                                                                 
    September 30, 2011     For the nine months ended September 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
    2.19 %   $ 4,567,624     $ (2,663,105 )   $ 19,627     $ 6,774     $ (2,689,506 )   Commodity Portfolio   Monthly
Sasco Master
                443,762       104,912       18,860       319,990     Energy
Markets
  Monthly
Waypoint Master
    11.35 %     23,677,204       2,560,139       59,896       25,730       2,474,513     Commodity Portfolio   Monthly
Blackwater Master
    16.60 %     34,638,625       5,651,535       43,495       20,281       5,587,759     Commodity Portfolio   Monthly
PGR Master
    12.79 %     26,688,813       1,953,866       21,740       45,117       1,887,009     Commodity Portfolio   Monthly
JEM Master
    13.40 %     27,960,278       3,353,326       374,930       38,110       2,940,286     Commodity Portfolio   Monthly
Cirrus Master
    9.62 %     20,090,049       1,564,943       39,276       30,977       1,494,690     Energy
Markets
  Monthly
Flintlock Master
    8.51 %     17,758,232       862,583       67,453       18,694       776,436     Commodity Portfolio   Monthly
 
                                                     
Total
          $ 155,380,825     $ 13,727,049     $ 731,329     $ 204,543     $ 12,791,177                  
 
                                                     
                                                                 
    December 31, 2010     For the three months ended September 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     $ 2,880,094     $ 17,076     $ 7,206     $ 2,855,812     Commodity
Portfolio
  Monthly
Sasco Master
    10.17 %     18,664,413       3,286,729       98,127       (16,873 )     3,205,475     Energy
Markets
  Monthly
Waypoint Master
    11.69 %     21,455,619       (612,783 )     23,209       12,950       (648,942 )   Commodity Portfolio   Monthly
Blackwater Master (a)
    10.92 %     20,047,327                             Commodity Portfolio   Monthly
PGR Master (a)
    8.32 %     15,273,707                             Commodity Portfolio   Monthly
 
                                                     
Total
          $ 93,009,857     $ 5,554,040     $ 138,412     $ 3,283     $ 5,412,345                  
 
                                                     
 
(a) Commenced trading on November 1, 2010.

15


 

Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)
                                                                 
    December 31, 2010     For the nine months ended September 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     $ 1,578,802     $ 42,530     $ 32,000     $ 1,504,272     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       4,688,464       277,647       183,919       4,226,898     Energy
Markets
  Monthly
Waypoint Master
    11.69 %     21,455,619       3,594,198       58,417       30,249       3,505,532     Commodity
Portfolio
  Monthly
Blackwater Master (a)
    10.92 %     20,047,327                             Commodity
Portfolio
  Monthly
PGR Master (a)
    8.32 %     15,273,707                             Commodity
Portfolio
  Monthly
 
                                                     
Total
          $ 93,009,857     $ 10,928,356     $ 398,929     $ 274,204     $ 10,255,223                  
 
                                                     
 
(a) Commenced trading on November 1, 2010.
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, swaps and option contracts. OTC contracts are negotiated between contracting parties and include certain forwards, swaps 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 New York 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 CGM or a CGM affiliate is the sole counterparty or broker with respect to the Partnership’s/Funds’ assets. 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
September 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 September 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
September 30, 2011
(Unaudited)
     Forward Foreign Currency Contracts. Forward 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. Forward 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 forward 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 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 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 net unrealized depreciation on open forward contracts and option contracts. 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 third 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 nine months ended September 30, 2011, Partnership capital increased 13.7% from $183,525,601 to $208,682,031. This increase was attributable to a net gain from operations of $7,719,580 coupled with the subscriptions of 27,618.6619 Redeemable Units totaling $40,333,869 and 136.3280 General Partner unit equivalents totaling $200,000, which was partially offset by the redemption of 15,706.7667 Redeemable Units resulting in an outflow of $23,097,019. 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 and the Funds record all investments at fair value in their 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 third quarter of 2011, the net asset value per unit increased 6.5% from $1, 440.22 to $1,533.46 as compared to an increase of 5.8% in the third quarter of 2010. The Partnership experienced a net trading gain before brokerage fees and related fees in the third quarter of 2011 of $18,797,157. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, indices, U.S. and non-U.S. interest rates, livestock, metals and softs, and were partially offset by losses in energy and grains. The Partnership experienced a net trading gain before brokerage fees and related fees in the third quarter of 2010 of $13,142,102. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, metals, and softs and were partially offset by losses in livestock and indices.
          The most significant gains were recorded within the global interest rate sector as prices of U.S. and European fixed-income futures rose on concern that the global economic recovery is faltering, thus stoking demand for the relative “safety” of government debt. Elsewhere, prices of U.S. fixed-income futures continued to move higher after French and German leaders dismissed calls for the issuance of euro bonds that would allow borrowing on behalf of all 17 euro states, boosting demand for a “refuge” in U.S. debt. Within the metals sector, profits were primarily recorded in long positions in gold as prices soared to an all time high above $1,900 an ounce in August as persistent worries about global economic growth burnished bullion’s safe-haven appeal. Within global stock indices, prices of U.S. equity index futures declined after Standard & Poor’s downgrade of the U.S. credit rating added to concern the fiscal health of the world’s biggest economy may be slipping. Elsewhere, prices of European and Pacific Rim equity index futures declined amid intensifying concern that the global economy is headed for a recession. Accordingly, CTAs with short positions in equity index futures generally experienced gains in August and September. Within the currency sector, small gains were primarily recorded in July in long positions in Japanese yen, Australian dollar, and Swiss franc versus the U.S. dollar as the value of these currencies rose against the U.S. dollar due to increased demand for “safe-haven” currencies amid investor concern about a weakening global economy. A portion of the Partnership’s gains during the quarter was offset by small losses in grains and energy markets. Within the agricultural commodities, losses were incurred due to long futures positions in the soybean complex as prices declined on speculation that Europe’s sovereign debt crisis may hinder the global economy, reducing demand for the grains. Within the energy markets, prices of gasoline and gas oil dropped sharply in the first half of August on data suggesting a slower than expected economic recovery, thus lowering expectations for the future demand for petroleum products. Accordingly, CTAs with long futures positions in the petroleum complex generally incurred losses.
          During the Partnership’s nine months ended September 30, 2011, the net asset value per unit increased 3.6% from $1,479.60 to $1,533.46 as compared to an increase of 3.2% in the nine months ended September 30, 2010. The Partnership experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2011 of $20,548,302. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, U.S. and non-U.S. interest rates, livestock and metals, and were partially offset by losses in grains, indices and softs. The Partnership experienced a net trading gain before brokerage fees and related fees in the nine months ended September 30, 2010 of $14,782,718. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, metals, and softs and were partially offset by losses in livestock and indices.
          The most significant gains were recorded in the global interest rate sector, primarily during July and August, due to long positions in European and U.S. fixed income futures as prices rose on increased demand for the relative “safety” of government bonds due to concern about a faltering global economic recovery. Within the metals sector, gains were experienced primarily in precious metals, particularly in gold and silver, as prices rallied to an all-time high in August. Within the currency sector, gains were recorded primarily during April in short US dollar positions against commodity-linked currencies such as the Australian dollar and New Zealand dollar. Gains were also recorded in developed market currencies, such as Swiss Franc and Euro, as well as emerging market currencies, such as Brazilian Real, Colombian Peso, Hungarian Forint and Mexican Peso. Within the energy sector, small gains were recorded primarily from trading crude oil in February as prices trended higher. A portion of the Partnership’s gains for the first nine months of the year was offset by losses in the global stock indices and grains sectors. Within the global stock index sector, losses were incurred primarily during March and May due to long positions in Japanese and European equity index futures as prices reversed lower amid concern that heightened tensions in the Middle East, as well as the natural disaster and subsequent nuclear crisis in Japan, may threaten the global economic recovery. Within grains sector, losses were incurred primarily in the soybean complex as prices remained range bound on speculation that Europe’s sovereign debt crisis may hinder the global economy, reducing demand for the grains.

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 nine months ended September 30, 2011 decreased by $49,907 and $72,150, 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 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 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 nine months ended September 30, 2011 increased by $373,605 and $1,132,058, 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 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 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 months ended September 30, 2011 decreased by $30,908 as compared to the corresponding period in 2010. The decrease in management fees is due to a change in fee percentage rates during the three months ended September 30, 2011 as compared to corresponding period in 2010. Management fees for the nine months ended September 30, 2011 increased by $11,691 as compared to the corresponding period in 2010. The increase in management fees is due to an increase in average net assets during the nine months ended September 30, 2011 as compared to the corresponding period 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 nine months ended September 30, 2011 increased by $45,672 and $124,692, 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 nine months ended September 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 nine months ended September 30, 2011 resulted in incentive fees of $1,996,865 and $2,273,172, respectively. Trading performance for the three and nine months ended September 30, 2010, resulted in incentive fees of $368,580 and $416,676, respectively.
     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 New York 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 September 30, 2011 and December 31, 2010. As of September 30, 2011, the Partnership’s total capitalization was $208,682,031.
September 30, 2011
                 
            % of Total  
Market Sector   Value at Risk     Capitalization  
Currencies
  $ 5,588,616       2.68 %
Energy
    1,391,575       0.67 %
Grains
    695,069       0.33 %
Indices
    2,316,469       1.11 %
Interest Rates U.S.
    896,610       0.43 %
Interest Rates Non-U.S.
    2,362,054       1.13 %
Livestock
    305,123       0.14 %
Lumber
    179,271       0.09 %
Metals
    1,204,749       0.58 %
Softs
    361,990       0.17 %
 
           
Total
  $ 15,301,526       7.33 %
 
           

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 September 30, 2011 and December 31, 2010, the highest, lowest and average values during the three months ended September 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 September 30, 2011, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:
September 30, 2011
                                         
                    Three months ended September 30, 2011  
    Value at     % of Total     High     Low     Average Value  
Market Sector   Risk     Capital     Value at Risk     Value at Risk     at Risk*  
Currencies
  $ 1,571,311       0.75 %   $ 2,712,733     $ 894,112     $ 1,553,650  
Energy
    351,794       0.17 %     1,025,063       187,655       430,652  
Grains
    171,181       0.08 %     373,956       104,975       208,254  
Indices
    661,794       0.32 %     1,291,659       365,928       811,499  
Interest Rates U.S.
    306,100       0.15 %     954,288       258,225       494,600  
Interest Rates Non-U.S.
    928,588       0.44 %     1,203,350       597,927       863,612  
Livestock
    97,650       0.05 %     172,325       23,700       57,398  
Metals
    317,288       0.15 %     543,176       178,978       333,679  
Softs
    158,720       0.08 %     381,912       143,661       192,377  
 
                                   
Total
  $ 4,564,426       2.19 %                        
 
                                   
*   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 September 30, 2011, Altis Master’s total capital was $146,248,336. The Partnership owned approximately 3.1% of Altis Master. As of September 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:
September 30, 2011
                                         
                    Three months ended September 30, 2011  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capital     Value at Risk     Value at Risk     Value at Risk*  
Currencies
  $ 3,149,361       2.15 %   $ 3,827,801     $ 2,017,508     $ 2,773,181  
Energy
    2,238,782       1.53 %     2,238,782       1,000,202       1,716,285  
Grains
    797,339       0.55 %     797,339       345,078       648,181  
Indices
    1,347,634       0.92 %     2,387,916       526,641       1,406,173  
Interest Rates U.S.
    430,650       0.30 %     601,500       408,375       487,000  
Interest Rates Non -U.S.
    1,575,907       1.08 %     2,044,130       1,372,531       1,597,152  
Livestock
    64,100       0.04 %     183,850       54,300       97,202  
Lumber
    25,500       0.02 %     40,500       13,500       28,000  
Metals
    2,855,455       1.95 %     2,855,455       865,944       2,374,601  
Softs
    529,528       0.36 %     1,014,646       529,528       684,244  
 
                                   
Total
  $ 13,014,256       8.90 %                        
 
                                   
 
*   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 September 30, 2011, Waypoint Master’s total capitalization was $44,295,706. The Partnership owned approximately 53.5% of Waypoint Master. As of September 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:
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
  $ 5,531,756       12.49 %   $ 9,736,393     $ 2,979,290     $ 7,221,636  
Energy
    109,500       0.25 %     115,500       22,000       73,875  
Indices
    253,600       0.57 %     1,252,697       253,600       271,950  
Interest Rates U.S.
    164,000       0.37 %     270,500       26,000       161,633  
Interest Rates Non-U.S.
    91,371       0.21 %     841,827       55,028       213,582  
Softs
    121,500       0.27 %     121,500       14,700       81,600  
 
                                   
Total
  $ 6,271,727       14.16 %                        
 
                                   
 
*   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 September 30, 2011, PGR Master’s total capitalization was $34,018,321. The Partnership owned approximately 78.5% of PGR Master. As of September 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:
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
  $ 184,720       0.54 %   $ 564,600     $ 130,952     $ 295,840  
Energy
    414,624       1.22 %     541,391       206,823       353,437  
Grains
    76,275       0.22 %     142,700       44,600       78,375  
Indices
    1,135,353       3.34 %     1,244,652       236,424       778,565  
Interest Rates U.S.
    387,100       1.14 %     398,000       242,750       308,750  
Interest Rates Non -U.S.
    1,415,627       4.16 %     1,480,846       732,429       1,026,575  
Livestock
    15,600       0.05 %     15,600       1,200       6,000  
Metals
    130,050       0.38 %     360,250       130,050       189,850  
Softs
    155,226       0.46 %     195,982       77,196       114,844  
 
                                   
Total
  $ 3,914,575       11.51 %                        
 
                                   
 
*   Average of month-end Values at Risk.
     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 September 30, 2011, Blackwater Master’s total capitalization was $42,175,822. The Partnership owned approximately 82.1% of Blackwater Master. As of September 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:
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
  $ 992,912       2.35 %   $ 1,462,440     $ 671,006     $ 1,086,454  
Energy
    516,996       1.23 %     1,023,868       169,500       297,913  
Grains
    336,750       0.80 %     336,750       84,000       206,517  
Indices
    713,727       1.69 %     1,081,575       254,769       603,645  
Interest Rates U.S.
    226,000       0.54 %     594,800       203,400       319,233  
Interest Rates Non -U.S.
    273,402       0.65 %     1,552,868       270,708       669,557  
Metals
    542,429       1.28 %     744,362       204,578       597,792  
 
                                   
Total
  $ 3,602,216       8.54 %                        
 
                                   
 
*   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 September 30, 2011, JEM Master’s total capitalization was $41,280,880. The Partnership owned approximately 67.7% of JEM Master. As of September 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:
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*  
Energy
  $ 2,361,895       5.72 %   $ 5,686,643     $ 1,174,900     $ 2,517,348  
Grains
    740,600       1.80 %     740,600       21,125       400,767  
Livestock
    817,200       1.98 %     1,228,600       478,200       797,833  
Metals
    45,450       0.11 %     45,450       25,875       30,300  
Softs
    689,300       1.67 %     1,601,400       34,800       835,133  
 
                                   
Total
  $ 4,654,445       11.28 %                        
 
                                   
 
*   Average of month-end Values at Risk.
     As of September 30, 2011, Flintlock Master’s total capitalization was $21,413,026. The Partnership owned approximately 82.9% of Flintlock Master. As of September 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:
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*  
Energy
  $ 195,250       0.91 %   $ 1,424,277     $ 195,250     $ 550,054  
Grains
    196,409       0.92 %     422,126       178,814       288,137  
Livestock
    233,100       1.09 %     377,500       233,100       279,783  
Metals
    215,296       1.00 %     3,549,761       215,296       902,479  
Softs
    303,400       1.42 %     1,208,850       303,400       768,967  
 
                                   
Total
  $ 1,143,455       5.34 %                        
 
                                   
 
*   Average of month-end Values at Risk.

26


 

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 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 process 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.

27


 

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.).

28


 

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 subscriptions of 3,925.2583 Redeemable Units totaling $5,770,385. 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 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  
July 1, 2011 -
July 31, 2011
      1,418.9753       $ 1,474.80         N/A         N/A  
August 1, 2011 -
August 31, 2011
      3,117.3998       $ 1,511.34         N/A         N/A  
September 1, 2011 -
September 30, 2011
      1,027.1728       $ 1,533.46         N/A         N/A  
        5,563.5479       $ 1,506.10                      
                                         
 
*   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.

29


 

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).
 
   
(f)
  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 2, 2011 (filed as Exhibit 3.1 to the Form 8-K filed on September 7, 2011 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 as Exhibit 10.12 to the Current Report on Form 8-K filed on November 4, 2010 and incorporated herein by reference).
 
   
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)
 
  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.

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:
  November 14, 2011    
 
       
By:
  /s/ Brian Centner
 
Brian Centner
   
 
  Chief Financial Officer    
 
  (Principal Accounting Officer)    
 
       
Date:
  November 14, 2011    

32