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Table of Contents

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, 2009
 
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 000-32599
 
DIVERSIFIED 2000 FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
 
     
New York   13-4077759
 
 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
c/o Ceres Managed Futures LLC
55 East 59th Street - 10th Floor
New York, New York 10022
(Address of principal executive offices) (Zip Code)
 
(212) 559-2011
(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    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, 2009, 48,434.6502 Limited Partnership Redeemable Units were outstanding.
 


 

 
DIVERSIFIED 2000 FUTURES FUND L.P.
 
FORM 10-Q
 
INDEX
 
             
            Page
           
Number
 
   
             
      Item 1.   Financial Statements:    
             
        Statements of Financial Condition at September 30, 2009
and December 31, 2008 (unaudited)
  3
             
        Schedules of Investments at September 30, 2009
and December 31, 2008 (unaudited)
  4 − 5
             
        Statements of Income and Expenses and Changes in Partners’ Capital for the three and nine months ended September 30, 2009 and 2008 (unaudited)   6
             
             
        Notes to Financial Statements (unaudited)   7 − 14
             
      Item 2.   Management’s Discussion and Analysis of Financial
Condition and Results of Operations
  15 − 17
             
      Item 3.   Quantitative and Qualitative Disclosures about Market
Risk
  18 − 20
             
      Item 4T.   Controls and Procedures   21
     
  22 − 25
Exhibits
     
 
3.2(a) Certificate of Amendment to the Certificate of Limited Partnership, dated May 21, 2003.
     
3.2(b) Certificate of Amendment to the Certificate of Limited Partnership, dated September 21, 2005.
     
3.2(c) Certificate of Amendment to the Certificate of Limited Partnership, dated September 19, 2008.
     
EX–31.1 CERTIFICATION
     
EX–31.2 CERTIFICATION
     
EX–32.1 CERTIFICATION
     
EX–32.2 CERTIFICATION
     


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Table of Contents

 
PART I
Item 1.  Financial Statements
 
 
Diversified 2000 Futures Fund L.P.
(Unaudited)
 
               
    September 30,
    December 31,
 
    2009     2008  
 
Assets:
               
Investment in Partnerships, at fair value
  $ 71,807,566     $ 92,202,668  
Cash
    100,784       81,013  
                 
Total assets
  $ 71,908,350     $ 92,283,681  
                 
Liabilities and Partners’ Capital:
               
Liabilities:
               
Accrued expenses:
               
Brokerage commissions
  $ 323,588     $ 415,277  
Management fees
    106,355       134,150  
Incentive fees
    394,246       2,324,181  
Other
    109,292       90,877  
Redemptions payable
    498,000       2,406,939  
                 
Total liabilities
    1,431,481       5,371,424  
                 
Partners’ Capital:
               
General Partner, 685.2830 and 2,005.1490 Unit equivalents outstanding at
September 30, 2009 and December 31, 2008, respectively
    979,948       2,975,581  
Limited Partners, 48,599.5980 and 56,562.1227 Redeemable Units of Limited Partnership Interest outstanding at September 30, 2009 and December 31, 2008, respectively
    69,496,921       83,936,676  
                 
Total partners’ capital
    70,476,869       86,912,257  
                 
Total liabilities and partners’ capital
  $ 71,908,350     $ 92,283,681  
                 
 
See accompanying notes to financial statements.


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Table of Contents

Diversified 2000 Futures Fund L.P.
September 30, 2009
(Unaudited)
 
                 
          % of Partners’
 
    Fair Value     Capital  
 
Investment in Partnerships
               
CMF Campbell Master Fund L.P. 
  $ 6,920,819       9.82 %
CMF Aspect Master Fund L.P. 
    20,536,072       29.14  
CMF Graham Capital Master Fund L.P. 
    22,859,648       32.44  
CMF SandRidge Master Fund L.P. 
    14,042,478       19.92  
CMF Eckhardt Master Fund L.P. 
    7,448,549       10.57  
                 
Total investment in Partnerships, at fair value
  $ 71,807,566       101.89 %
                 
 
See accompanying notes to financial statements.


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Table of Contents

Diversified 2000 Futures Fund L.P.
Schedule of Investments
December 31, 2008
(Unaudited)
 
                 
          % of Partners’
 
    Fair Value     Capital  
 
Investment in Partnerships
               
CMF Campbell Master Fund L.P.
  $ 13,096,955       15.07 %
CMF Aspect Master Fund L.P.
    30,244,967       34.80  
CMF Graham Capital Master Fund L.P.
    28,384,660       32.66  
CMF SandRidge Master Fund L.P. 
    12,612,757       14.51  
CMF Eckhardt Master Fund L.P. 
    7,863,329       9.05  
                 
Total investment in Partnerships, at fair value
  $ 92,202,668       106.09 %
                 
 
See accompanying notes to financial statements.


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Table of Contents

                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2009     2008     2009     2008  
Income:
                               
Net gains (losses) on trading of commodity interests and investment in Partnerships:
                               
Net realized gains (losses) on investment in Partnerships
  $ 2,380,985     $ (1,508,503 )   $ (2,092,976 )   $ 11,886,677  
Change in net unrealized gains (losses) on investment in Partnerships
    2,181,051       (4,757,845 )     3,879,600       (228,362 )
 
                       
Gain (loss) from trading, net
    4,562,036       (6,266,348 )     1,786,624       11,658,315  
Interest income from investment in Partnerships
    15,330       283,157       49,321       997,792  
 
                       
Total income (loss)
    4,577,366       (5,983,191 )     1,835,945       12,656,107  
 
                       
Expenses:
                               
Brokerage commissions including clearing fees
    1,010,477       1,328,228       3,256,812       4,242,266  
Management fees
    316,434       417,277       1,027,091       1,318,013  
Incentive fees
    122,490       (1,149,560 )     394,246       682,047  
Other
    88,912       50,574       231,872       173,579  
 
                       
Total expenses
    1,538,313       646,519       4,910,021       6,415,905  
 
                       
Net income (loss)
    3,039,053       (6,629,710 )     (3,074,076 )     6,240,202  
Redemptions — General Partner
                (1,885,638 )      
Redemptions — Limited Partners
    (1,984,268 )     (5,327,392 )     (11,475,674 )     (16,415,005 )
 
                       
Net increase (decrease) in Partners’ Capital
    1,054,785       (11,957,102 )     (16,435,388 )     (10,174,803 )
Partners’ Capital, beginning of period
    69,422,084       100,749,908       86,912,257       98,967,609  
 
                       
Partners’ Capital, end of period
  $ 70,476,869     $ 88,792,806     $ 70,476,869     $ 88,792,806  
 
                       
Net Asset Value per Unit (49,284.8810 and 64,901.4762 Units outstanding at September 30, 2009 and 2008, respectively)
  $ 1,429.99     $ 1,368.12     $ 1,429.99     $ 1,368.12  
 
                       
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent
  $ 60.90   $ (95.97 )   $ (53.98 )   $ 79.49  
 
                       
Weighted average units outstanding
    50,113.1306     67,839.0313       53,532.3089       71,555.6324  
 
                       
 
See accompanying notes to financial statements.

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Table of Contents

Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
1.   General:
 
Diversified 2000 Futures Fund L.P., (formerly known as Citigroup Diversified 2000 Futures Fund L.P.) (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on August 25, 1999 to engage indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options, swaps and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, livestock, lumber, metals and softs. The commodity interests that are traded by the Partnership through its investment in Partnerships, are volatile and involve a high degree of market risk. The Partnership commenced trading operations on June 1, 2000.
 
Between January 31, 2000 (commencement of the offering period) and May 30, 2000, 16,045 redeemable units of limited partnership interest (“Redeemable Units”) and 162 Redeemable Unit equivalents representing the general partner’s contribution were sold at $1,000 per Unit. The proceeds of the initial offering were held in an escrow account until May 31, 2000, at which time they were turned over to the Partnership for trading. The Partnership was authorized to sell 150,000 Redeemable Units during its initial offering period. As of November 25, 2002, the Partnership was authorized to sell an additional 40,000 Redeemable Units. The Partnership no longer offers Redeemable Units for sale.
 
Ceres Managed Futures LLC (formerly Citigroup 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”), a newly registered non-clearing futures commission merchant and a member of the National Futures Association. Morgan Stanley, indirectly through various subsidiaries, owns 51% of MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker and a selling agent for the Partnership, owns 49% of 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, 2009, all trading decisions for the Partnership are made by Campbell & Company, Inc., (“Campbell”), Graham Capital Management L.P. (“Graham”), Aspect Capital Limited (“Aspect”), Eckhardt Trading Company (“Eckhardt”) and SandRidge Capital L.P. (“SandRidge”) (each, an “Advisor”, and collectively, the “Advisors”).
 
The General Partner and each Limited Partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of their initial capital contribution and profits, if any, net of distributions.
 
The accompanying financial statements 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, 2009 and December 31, 2008, and the results of its operations and changes in Partners’ Capital for the three and nine months ended September 30, 2009 and 2008. 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, 2008.
 
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the Partnership’s Statements of Financial Condition through November 16, 2009, which is the date the financial statements were issued. As a result, actual results could differ from these estimates.
 
On July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, also known as FASB Accounting Standards Codification (“ASC”) 105-10, “Generally Accepted Accounting Principles” (“ASC 105-10”) (the “Codification”). ASC 105-10 established the exclusive authoritative reference for U.S. GAAP for use in financial statements except for SEC rules and interpretive releases, which are also authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. Codification became the single source of authoritative accounting principles generally accepted in the United States and applies to all financial statements issued after September 15, 2009.
 
The Partnership is not required to provide a Statement of Cash Flows as permitted by ASC 230-10 Statement of Cash Flows (formerly, FAS No. 102, “Statement of Cash Flows Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale”).
 
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.
 
Certain prior period amounts have been reclassified to conform to current period presentation.


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Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
2.  Financial Highlights:
 
Changes in the Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2009 and 2008 were as follows:
 
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2009     2008     2009     2008  
                               
Net realized and unrealized gains (losses)*
  $ 71.11   $ (109.89   $ (24.07 )   $ 94.89  
Interest income
    0.30       4.16       0.91       13.84  
Expenses**
    (10.51 )     9.76     (30.82 )     (29.24 )
                         
Increase (decrease) for the period
    60.90     (95.97     (53.98 )     79.49  
Net Asset Value per Redeemable Unit, beginning of period
    1,369.09       1,464.09       1,483.97       1,288.63  
                         
Net Asset Value per Redeemable Unit, end of period
  $ 1,429.99     $ 1,368.12     $ 1,429.99     $ 1,368.12  
                         
 
* Includes brokerage commissions.
 
** Excludes brokerage commissions.
 
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2009     2008     2009     2008  
                               
Ratio to average net assets: ***
                               
Net investment income (loss) before incentive fees ****  
    (8.0 )%     (6.4 )%     (7.9 )%     (6.5 )%
                         
Operating expenses
    8.1 %     7.6 %     8.0 %     7.9 %
Incentive fees
    0.2 %     (1.2 )%     0.5 %     0.7 %
                        
Total expenses
    8.3 %     6.4 %     8.5 %     8.6 %
                        
Total return:
                               
Total return before incentive fees
    4.6 %     (7.8 )%     (3.1 )%     7.0 %
Incentive fees
    (0.2 )%     1.2 %     (0.5 )%     (0.8 )%
                        
Total return after incentive fees
    4.4 %     (6.6 )%     (3.6 )%     6.2 %
                        
 
*** Annualized (other than incentive fees).
 
**** Interest income less total expenses.
 
The above capital 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. However, the Partnership’s investments are in other Partnerships. The results of the Partnership’s trading activity are resulting from its investments in other Partnerships as shown in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures and forward contracts. The Partnership nets, for financial reporting purposes, the unrealized gains and losses on open futures and forward contracts on the Statements of Financial Condition as the criteria under ASC 210-20, Balance Sheet (formerly, FIN No. 39, “Offsetting of Amounts Related to Certain Contracts”) have been met.
 
Brokerage commissions 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, additions and redemptions.
     The Partnership adopted ASC 815-10, Derivatives and Hedging (formerly, FAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities”) as of January 1, 2009 which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. ASC 815-10 only expands the disclosure requirements for derivative instruments and related hedging activities and has no impact on the Statements of Financial Condition or Statements of Income and Expenses and Changes in Partners’ Capital.


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Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
4.   Fair Value Measurements:
 
Investments.  All commodity interests (including derivative financial instruments and derivative commodity instruments), through its investment in other partnerships, 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. 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.
 
Fair Value Measurements.  The Partnership and the Funds (as defined in Note 5 “Investment in Partnerships”) adopted ASC 820-10, Fair Value Measurements and Disclosures (formerly, FAS No. 157, “Fair Value Measurements”) as of January 1, 2008, which defines fair value 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, ASC 820-10 establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. 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. The Partnership and the Funds did not apply the deferral allowed by ASC 820-10, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.
 
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 partnerships (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 partnerships reflects its proportional interest in the partnerships. As of and for the periods ended September 30, 2009 and December 31, 2008, the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
 
                                 
          Quoted Prices in
          Significant
 
          Active Markets for
    Significant Other
    Unobservable
 
          Identical Assets
    Observable Inputs
    Inputs
 
    9/30/2009     (Level 1)     (Level 2)     (Level 3)  
 
Assets
                               
Investment in Partnerships
  $ 71,807,566     $           —     $ 71,807,566     $           —  
                                 
Total fair value
  $ 71,807,566     $  —     $ 71,807,566     $  
                                 
 
            Quoted Prices in           Significant  
            Active Markets for     Significant Other     Unobservable  
            Identical Assets     Observable Inputs     Inputs  
    12/31/2008     (Level 1)     (Level 2)     (Level 3)  
Assets
                               
Investment in Partnerships
  $ 92,202,668     $     $ 92,202,668     $  
 
                       
Total fair value
  $ 92,202,668     $     $ 92,202,668     $  
 
                       
 
5.   Investments in Partnerships:
 
On May 22, 2003, the Partnership allocated a portion of the Partnership’s capital to the JWH Strategic Allocation Master Fund LLC, a New York limited liability company (“JWH Master”). The Partnership purchased 14,370.0894 units of JWH Master with a fair value of $27,367,545. JWH Master was formed in order to permit commodity pools managed now or in the future by JWH using the Strategic Allocation Program, JWH’s proprietary, systematic trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in JWH Master on March 31, 2007 resulting in a realized loss of $6,919,777.
 
On January 1, 2005, the assets allocated to Campbell for trading were invested in the CMF Campbell Master Fund L.P. (“Campbell Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 51,356.1905 units of Campbell Master with cash equal to $50,768,573, and a contribution of open commodity futures and forward contracts with a fair value of $587,618. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using the Financial, Metals and Energy Large Portfolio (“FME”), a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Campbell Master. Individual and pooled accounts currently managed by Campbell, including the Partnership, are permitted to be limited partners of Campbell Master. The General Partner and Campbell believe that trading through this structure should promote efficiency and economy in the trading process.


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Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
On March 1, 2005, the assets allocated to Aspect for trading were invested in the CMF Aspect Master Fund L.P. (“Aspect Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 43,434.9465 Units of Aspect Master with cash equal to $40,490,895, and a contribution of open commodity futures and forward contracts with a fair value of $2,944,052. Aspect Master was formed in order to permit commodity pools managed now or in the future by Aspect using the Diversified Program, a proprietary systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership, are permitted to be limited partners of Aspect Master. The General Partner and Aspect believe that trading through this structure should promote efficiency and economy in the trading process.
 
On April 1, 2006, the assets allocated to Graham for trading were invested in the CMF Graham Capital Master Fund L.P. (“Graham Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 41,952.2380 units of Graham Master with cash equal to $41,952,238. Graham Master was formed in order to permit commodity pools managed now or in the future by Graham using the K4D - 12.5 program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Graham Master. Individual and pooled accounts currently managed by Graham, including the Partnership, are permitted to be limited partners of Graham Master. The General Partner and Graham believe that trading through this structure should promote efficiency and economy in the trading process.
 
On April 1, 2007, the assets previously allocated to JWH Master were allocated to SandRidge Capital L.P. for trading. These assets were invested in the CMF SandRidge Master Fund L.P. (“SandRidge Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 7,659.0734 Units of SandRidge Master with cash equal to $9,635,703. SandRidge Master was formed in order to permit commodity pools managed now or in the future by SandRidge using the Energy Program (“the Program”), to invest together in one trading vehicle. The General Partner is also the general partner of SandRidge Master. Individual and pooled accounts currently managed by SandRidge, including the Partnership, are permitted to be limited partners of SandRidge Master. The General Partner and SandRidge believe that trading through this structure should promote efficiency and economy in the trading process.
 
On April 1, 2008, the assets allocated to Eckhardt for trading were invested in the CMF Eckhardt Master Fund L.P. (“Eckhardt Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 10,000.0000 Units of Eckhardt Master with cash equal to $10,000,000. Eckhardt Master was formed in order to permit commodity pools managed now or in the future by Eckhardt using the Standard Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is the also general partner of Eckhardt Master. Individual and pooled accounts currently managed by Eckhardt, including the Partnership, are permitted to be limited partners of Eckhardt Master. The General Partner and Eckhardt 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, 2009.
 
Campbell Master’s, Aspect Master’s, Graham Master’s, SandRidge Master’s and Eckhardt Master’s (collectively, the “Funds”) trading of futures, forwards 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 its capital contribution and undistributed profits, if any, from the Funds in multiples of the Net Asset Value per Redeemable Unit of Limited Partnership Interest as of the end of any day (the “Redemption Date”) after a request for redemption has been made to the General Partner at least 3 days in advance of the Redemption Date. The Units are classified as a liability when the Limited Partner elects to redeem and inform the Funds.
 
All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees (collectively the “clearing fees”) are borne by the Funds. All other fees, including CGM’s direct brokerage commission, are charged at the Partnership level.


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Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
At September 30, 2009, the Partnership owned approximately 9.5% of Campbell Master, 12.5% of Aspect Master, 13.6% of Graham Master, 2.3% of SandRidge Master and 40.3% of Eckhardt Master. At December 31, 2008, the Partnership owned approximately 10.3% of Campbell Master, 12.6% of Aspect Master, 12.6% of Graham Master, 2.8% of SandRidge Master and 38.3% Eckhardt Master. Campbell, Aspect, Graham, SandRidge and Eckhardt intend to continue to invest the assets allocated to each by the Partnership in Campbell Master, Aspect Master, Graham Master, SandRidge Master and Eckhardt Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same and redemption rights are not affected.
 
     Summarized information reflecting the Total Assets, Liabilities and Capital for the Funds are shown in the following tables.
                                   
    September 30, 2009  
    Total Assets     Total Liabilities     Total Capital  
 
                       
Campbell Master
  $ 72,583,408     $ 50,225     $ 72,533,183  
Aspect Master
    164,579,268       16,670       164,562,598  
Graham Master
    168,037,387       14,694       168,022,693  
SandRidge Master
    621,430,942       752,175       620,678,767  
Eckhardt Master
    18,505,502       41,281       18,464,221  
 
                 
Total
  $ 1,045,136,507     $ 875,045     $ 1,044,261,462  
 
                 
 
    December 31, 2008  
    Total Assets     Total Liabilities     Total Capital  
 
                       
Campbell Master
  $ 127,587,225     $ 112,263     $ 127,474,962  
Aspect Master
    240,236,167       881,834       239,354,333  
Graham Master
    224,787,639       296,697       224,490,942  
SandRidge Master
    565,091,084       115,372,638       449,718,446  
Eckhardt Master
    20,544,954       15,519       20,529,435  
 
                 
Total
  $ 1,178,247,069     $ 116,678,951     $ 1,061,568,118  
 
                 


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Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
     Summarized information reflecting the net gain (loss) from trading, total income (loss) and net income (loss) for the Funds are shown in the following tables.
                         
    For the three months ended September 30, 2009  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Campbell Master
  $ 3,089,848     $ 3,106,168     $ 3,078,368  
Aspect Master
    9,440,451       9,476,242       9,387,591  
Graham Master
    14,413,920       14,449,688       14,240,193  
SandRidge Master
    34,131,288       34,264,993       34,047,914  
Eckhardt Master
    893,553       897,568       858,478  
 
                 
Total
  $ 61,969,060     $ 62,194,659     $ 61,612,544  
 
                 
                         
    For the nine months ended September 30, 2009  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Campbell Master
  $ (2,611,292 )   $ (2,551,214 )   $ (2,628,145 )
Aspect Master
    (16,781,998 )     (16,658,459 )     (16,878,438 )
Graham Master
    10,826,683       10,942,253       10,429,707  
SandRidge Master
    106,906,561       107,255,829       106,581,046  
Eckhardt Master
    117,273       129,528       38,338  
 
                 
Total
  $ 98,457,227     $ 99,117,937     $ 97,542,508  
 
                 
                         
    For the three months ended September 30, 2008  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Campbell Master
  $ (4,786,916 )   $ (4,320,336 )   $ (4,356,671 )
Aspect Master
    (20,271,442 )     (19,655,505 )     (19,753,889 )
Graham Master
    (8,833,929 )     (8,216,506 )     (8,473,481 )
SandRidge Master
    (32,596,094 )     (31,234,287 )     (31,370,244 )
Eckhardt Master
    (1,688,169 )     (1,616,809 )     (1,641,549 )
 
                 
Total
  $ (68,176,550 )   $ (65,043,443 )   $ (65,595,834 )
 
                 
                         
    For the nine months ended September 30, 2008  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Campbell Master
  $ 7,436,006     $ 9,289,461     $ 9,163,431  
Aspect Master
    22,293,556       24,471,311       24,178,434  
Graham Master
    29,103,729       31,236,297       30,332,774  
SandRidge Master
    89,601,360       93,571,595       93,110,958  
Eckhardt Master
    432,317       575,667       500,679  
 
                 
Total
  $ 148,866,968     $ 159,144,331     $ 157,286,276  
 
                 


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Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
Summarized information reflecting the Partnership’s investment in, and the operations of the Funds are as shown in the following tables.
 
                                                             
    September 30, 2009     For the three months ended September 30, 2009            
    % of
                            Net
           
    Partnership’s
    Fair
    Income
    Expenses     Income
    Investment
  Redemptions
 
Investment
  Net Assets     Value     (Loss)     Commissions     Other     (Loss)     Objective   Permitted  
 
 
                                                  Financials, Metals &
Energy
       
Campbell Master
    9.82 %   $ 6,920,819     $ 299,129   $ 1,953     $ 779     $ 296,397   Portfolio     Monthly  
Aspect Master
    29.14 %     20,536,072       1,179,055     9,840       1,100       1,168,115   Commodity
Portfolio
    Monthly  
Graham Master
    32.44 %     22,859,648       1,935,592     26,623       1,336       1,907,633   Commodity
Portfolio
    Monthly  
SandRidge Master
    19.92 %     14,042,478       806,046       4,189       857       801,000     Energy
Portfolio
    Monthly  
Eckhardt Master
    10.57 %     7,448,549       357,544     7,144       8,334       342,066   Commodity
Portfolio
    Monthly  
                                                   
Total
          $ 71,807,566     $ 4,577,366   $ 49,749     $ 12,406     $ 4,515,211            
                                                   
 
                                                             
    September 30, 2009     For the nine months ended September 30, 2009            
    % of
                            Net
           
    Partnership’s
    Fair
    Income
    Expenses     Income
    Investment
  Redemptions
 
Investment
  Net Assets     Value     (Loss)     Commissions     Other     (Loss)     Objective   Permitted  
 
 
                                                  Financials, Metals &
Energy
       
Campbell Master
    9.82 %   $ 6,920,819     $ (291,023 )   $ 4,927     $ 2,982     $ (298,932 )   Portfolio   Monthly  
Aspect Master
    29.14 %     20,536,072       (2,034,133 )     23,284       3,377       (2,060,794 )   Commodity Portfolio   Monthly  
Graham Master
    32.44 %     22,859,648       1,424,653     63,715       3,501       1,357,437   Commodity Portfolio   Monthly  
SandRidge Master
    19.92 %     14,042,478       2,679,426       12,961       3,908       2,662,557     Energy
Portfolio
  Monthly  
Eckhardt Master
    10.57 %     7,448,549       57,022     12,678       23,048       21,296   Commodity Portfolio   Monthly  
 
                                                 
Total
          $ 71,807,566     $ 1,835,945   $ 117,565     $ 36,816     $ 1,681,564            
 
                                                 
 
    December 31, 2008     For the three months ended September 30, 2008          
    % of                                     Net          
    Partnership’s     Fair     Income     Expenses     Income   Investment   Redemptions  
Investment
  Net Assets     Value     (Loss)     Commissions     Other     (Loss)   Objective   Permitted  
 
Campbell Master
    15.07 %   $ 13,096,955     $ (493,558   $ 3,188     $ 955     $ (497,701 Financials, Metals & Energy
Portfolio
Monthly
Aspect Master
    34.80 %     30,244,967       (2,810,097     12,139       1,394       (2,823,630 Commodity
Portfolio
Monthly
Graham Master
    32.66 %     28,384,660       (1,079,113     31,924       835       (1,111,872 Commodity
Portfolio
Monthly
SandRidge Master
    14.51 %     12,612,757       (933,946     2,044       1,890       (937,880 Energy
Portfolio
Monthly
Eckhardt Master
    9.05 %     7,863,329       (666,477     4,931       5,272       (676,680 Commodity
Portfolio
Monthly
 
                                                 
Total
          $ 92,202,668     $ (5,983,191   $ 54,226     $ 10,346     $ (6,047,763            
 
                                                 
 
    December 31, 2008     For the nine months ended September 30, 2008          
    % of                                     Net          
    Partnership’s     Fair     Income     Expenses     Income   Investment   Redemptions  
Investment
  Net Assets     Value     (Loss)     Commissions     Other     (Loss)   Objective   Permitted  
 
Campbell Master
    15.07 %   $ 13,096,955     $ 925,513     $ 11,551     $ 2,965     $ 910,997   Financials, Metals & Energy
Portfolio
Monthly
Aspect Master
    34.80 %     30,244,967       4,044,562       39,202       3,726       4,001,634   Commodity
Portfolio
Monthly
Graham Master
    32.66 %     28,384,660       4,298,691       117,107       3,124       4,178,460   Commodity
Portfolio
Monthly
SandRidge Master
    14.51 %     12,612,757       3,149,307       8,127       6,394       3,134,786   Energy
Portfolio
Monthly
Eckhardt Master
    9.05 %     7,863,329       238,034       8,646       22,439       206,949   Commodity
Portfolio
Monthly
 
                                                 
Total
          $ 92,202,668     $ 12,656,107     $ 184,633     $ 38,648     $ 12,432,826              
 
                                                 


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Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
 
6.   Financial Instrument Risks:
     In the normal course of its business, the Partnership through its investments in the Funds is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange traded instruments are standardized and include futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. 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.
     Market risk is the potential for changes in the value of the financial instruments traded by the 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 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 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 not represented by the contract or notional amounts of the instruments. The Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Funds have credit risk and concentration risk as the sole counterparty or broker with respect to the Funds’ assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, Funds’ counterparty is an exchange or clearing organization.
     As both a buyer and seller of options, the Funds pay or receive a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the 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 Funds do not consider these contracts to be guarantees as described in ASC 460-10 Guarantees (formerly, FAS No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees”).
     The General Partner monitors and controls the Fund’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Funds are subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.
     The majority of these instruments mature within one year of the inception date. However, due to the nature of the Funds’ businesses, these instruments may not be held to maturity.


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Table of Contents

 
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Liquidity and Capital Resources
 
The Partnership does not engage in sales of goods or services. Its only assets are its investments in the Funds and cash. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership/Funds. While substantial losses could lead to a material decrease in liquidity, no such losses occurred in the third quarter of 2009.
 
The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by income (loss) from its investments in Partnerships, expenses, interest income, additions and redemptions of Redeemable Units and distributions of profits, if any.
 
For the nine months ended September 30, 2009, Partnership Capital decreased 18.9% from $86,912,257 to $70,476,869. This decrease was attributable to the net loss from operations of $3,074,076, coupled with the redemption of 7,962.5247 Redeemable Units of Limited Partnership Interest resulting in an outflow of $11,475,674 and 1,319.8660 General Partner Unit equivalents totaling $1,885,638. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent months.
 
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.
     Statement of Cash Flows. The Partnership is not required to provide a Statement of Cash Flows as permitted by ASC 230-10.
     Investments. All commodity interests (including derivative financial instruments and derivative commodity instruments), through its investment in other partnerships, 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. 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.
     Fair Value Measurements. The Partnership and the Funds adopted ASC 820-10 as of January 1, 2008, which defines fair value 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. The Partnership and the Funds did not apply the deferral allowed by ASC 820-10 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.
     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 partnerships (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 partnerships reflects its proportional interest in the partnerships. As of and for the period ended September 30, 2009, the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
     Futures Contracts. The Funds trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by 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 Funds. When the contract is closed, 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. Because transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded, credit exposure is limited. Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.


15


Table of Contents

     Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the 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. Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
     The Partnership does not isolate that 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 Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by 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 Funds. A contract is considered offset when all long positions have been matched with short positions. When the contract is closed at the prompt date, 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. Because 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, credit exposure is limited. Realized gains (losses) and changes in unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
     Options. The Funds may purchase and write (sell) both exchange listed and over-the-counter, options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the 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 Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Realized gains (losses) and changes in unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
     Income Taxes. Income taxes have not been provided as each partner is individually liable for the taxes, if any, on their share of the Partnership’s income and expenses.
     In 2007, the Partnership adopted ASC 740-10 Income Taxes (formerly, FAS No. 48, “Accounting for Uncertainty in Income Taxes”). ASC 740-10 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740-10 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 continued to evaluate the application of ASC 740-10 and has concluded that the adoption of ASC 740-10 had no impact on the operations of the Partnership for the nine months ended September 30, 2009 and that no provision for income tax is required in the Partnership’s financial statements.
     The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States — 2005.
     Recent Accounting Pronouncements. In 2009, the Partnership adopted ASC 820-10-65 Fair Value Measurements (formerly, FAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). ASC 820-10-65 reaffirms that fair value is 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. ASC 820-10-65 also reaffirms 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. The application of ASC 820-10-65 is required for interim and annual reporting periods ending after June 15, 2009. Management has concluded that based on available information in the marketplace, there has not been a decrease in the volume and level of activity in the Partnership’s Level 2 assets and liabilities. The adoption of ASC 820-10-65 had no effect on the Partnership’s Financial Statements.
     Subsequent Events. In 2009, the Partnership adopted ASC 855-10, Subsequent Events (formerly, FAS No. 165, “Subsequent Events”). The objective of ASC 855-10 is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.
 
Results of Operations
     During the third quarter of 2009, the Partnership’s Net Asset Value per Redeemable Unit increased 4.4% from $1,369.09 to $1,429.99 as compared to a decrease of 6.6% in the third quarter of 2008. The Partnership experienced a net trading gain through its investment in the Funds before brokerage commissions and related fees in the third quarter of 2009 of $4,562,036. Gains were primarily attributable to the Funds trading in currencies, energy, U.S. and non-U.S. interest rates, livestock, metals, softs, indices and lumber and were partially offset by losses in grains. The Partnership experienced a net trading loss through its investment in the Funds before brokerage commissions and related fees in the third quarter of 2008 of $6,266,348. Losses were primarily attributable to the trading by the Funds of commodity futures in currencies, energy, grains, non-U.S. interest rates and softs and were partially offset by gains in U.S. interest rates, livestock, metals and indices.
     Markets around the world rose again in the third quarter of 2009. Economic activity in the U.S. further stabilized with many important sectors of the economy demonstrating marked improvements over the depressed levels reached earlier this year. The overall economy continued to face headwinds with employment further contracting, albeit at a much slower pace. Consumer confidence has bounced off record lows but remains well below historical averages. The Partnership realized gains for the quarter, primarily in equity indices, metals, and soft commodities.
     The majority of the profits were earned on the back of the equity rally. The combination of strong growth news, benign inflation data and accommodative monetary policy stances from key central banks has continued to support the price action in risky assets. Gains were also recorded in metals, primarily in copper and gold, as prices established firm bullish trends that began in early 2009. The Partnership capitalized on these trends and registered strong gains. In soft commodities, profits were realized primarily from trading sugar as prices rallied to a 28-year high in August on a weaker-than-normal monsoon season which has had a negative impact on the crop in India. In addition, the harvest in Brazil, the world’s largest producer, has been delayed by excessive rainfall.
     During the Partnership’s nine months ended September 30, 2009, the Net Asset Value per Redeemable Unit decreased 3.6% from $1,483.97 to $1,429.99 as compared to an increase of 6.2% in the same period of 2008. The Partnership experienced a net trading gain through its investment in the Funds before brokerage commissions and related fees in the nine months ended September 30, 2009 of $1,786,624. Gains were primarily attributable to the Funds trading in energy, indices, livestock and softs and were partially offset by losses in currencies, grains, U.S. and non-U.S. interest rates, lumber and metals. The Partnership experienced a net trading gain through its investment in the Funds before brokerage commissions and related fees in the nine months ended September 30, 2008 of $11,658,315. Gains were primarily attributable to the Funds trading in energy, grains, U.S. interest rates, indices, livestock, metals and softs and were offset by losses in currencies and non-U.S. interest rates.


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Table of Contents

 
Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the 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 Funds expect to increase capital through operations.
 
CGM will pay monthly interest to the Partnership on its allocable share of 80% of the average daily equity maintained in cash in the Funds’ brokerage account at a 30-day U.S. Treasury bill rate determined by CGM and/or will place up to all of the Funds’ assets in 90-day Treasury bills. The Partnership will receive 80% of its allocable share of the interest earned on the Treasury bills through its investments in Partnerships. Twenty percent of any interest earned on Treasury bills purchased may be retained by CGM and/or credited to the General Partner. Interest income from investment in Partnerships for the three and nine months ended September 30, 2009 decreased by $267,827 and $948,471, respectively as compared to the corresponding periods in 2008. The decrease in interest income is primarily due to lower U.S. Treasury Bill rates for the Partnership during the three and nine months ended September 30, 2009 as compared to the corresponding periods in 2008.
 
Brokerage commissions are calculated on the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Brokerage commissions and fees for the three and nine months ended September 30, 2009 decreased by $317,751 and $985,454, respectively as compared to the corresponding periods in 2008. The decrease in brokerage commissions is primarily due to a decrease in average net assets during the three and nine months ended September 30, 2009 as compared to the corresponding periods in 2008.
 
Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three and nine months ended September 30, 2009 decreased by $100,843 and $290,922, respectively as compared to the corresponding periods in 2008. The decrease in management fees is primarily due to a decrease in average net assets during the three and nine months ended September 30, 2009 as compared to the corresponding periods in 2008.
 
Incentive fees are based on the new trading profits generated by each Advisor as defined in the management agreements between the Partnership, the General Partner and each Advisor and are payable annually. Trading performance for the three and nine months ended September 30, 2009 resulted in an incentive fee accrual of $122,490 and $394,246, respectively. Trading performance for the three months ended September 30, 2008 resulted in a reversal of an incentive fee accrual of $1,149,560. Trading performance for the nine months ended September 30, 2008 resulted in an incentive fee accrual of $682,047.
 
In allocating the assets of the Partnership among the trading advisors, the General Partner considers past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the trading advisors and may allocate assets to additional advisors at any time.


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Table of Contents

Item 3.   Quantitative and Qualitative Disclosures about Market Risk
 
All of the Partnership’s assets are subject to the risk of trading loss through its investments in the Funds. The 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 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 Funds’ 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 consequence of the organization of the Partnership as a limited partnership under applicable law.
 
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 consequence of the organization of the Partnership as a limited partnership under applicable law.
 
Market movements result in frequent changes in the fair value of the Funds’ open positions and, consequently, in its earnings and cash flow. The 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 value of financial instruments and contracts, the diversification effects of the Funds’ open positions and the liquidity of the markets in which they trade.
 
The 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 Funds’ past performance is not necessarily indicative of its future results.
 
Value at Risk is a measure of the maximum amount which the Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Funds’ speculative trading and the recurrence in the markets traded by the 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 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 Funds’ losses in any market sector will be limited to Value at Risk or by the Funds’ attempts to manage its market risk.
 
Exchange maintenance margin requirements have been used by the 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.
 
The following tables indicate the trading Value at Risk associated with the Partnership’s investments in the Funds by market category as of September 30, 2009, and the highest, lowest and average value during the three months ended September 30, 2009. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. There have been no material changes 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, 2008.
 
As of September 30, 2009, Campbell Master’s total capitalization was $72,533,183. The Partnership owned approximately 9.5% of Campbell Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the Campbell Master as of September 30, 2009 was as follows:
 
September 30, 2009
(Unaudited)
 
                                         
          % of
    Three Months Ended September 30, 2009  
          Total
    High
    Low
    Average
 
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
Currencies
  $ 2,410,861       3.32 %   $ 3,560,326     $ 1,365,144     $ 2,277,127  
Energy
    280,538       0.39 %     483,280       120,600       287,212  
Grains
    73,980       0.10 %     162,540       20,520       94,638  
Interest Rates U.S.
    518,603       0.72 %     665,550       38,743       446,840  
Interest Rates Non-U.S.
    1,961,713       2.71 %     2,054,733       620,517       1,188,182  
Metals
    638,982       0.88 %     1,109,145       193,929       483,517  
Softs
    6,300       0.01 %     145,740       2,100       61,222  
Indices
    2,947,078       4.06 %     3,340,257       1,088,241       1,846,673  
 
                                   
Total
  $ 8,838,055       12.19 %                        
 
                                   
 
 
* Average of month-end Values at Risk


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As of September 30, 2009, Aspect Master’s total capitalization was $164,562,598. The Partnership owned approximately 12.5% of Aspect Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the Aspect Master was as follows:
 
September 30, 2009
(Unaudited)
                                         
                    Three Months Ended September 30, 2009  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
 
                                       
Currencies
  $ 2,366,166       1.44 %   $ 4,191,221     $ 1,450,765     $ 2,425,063  
Energy
    1,968,743       1.20 %     2,538,363       1,067,489       1,521,969  
Grains
    750,505       0.45 %     891,787       370,820       687,709  
Interest Rates U.S.
    2,149,740       1.30 %     3,363,654       1,195,838       2,126,906  
Interest Rates Non-U.S.
    8,067,197       4.90 %     10,090,643       4,189,859       6,253,076  
Livestock
    356,333       0.22 %     515,295       149,783       313,466  
Lumber
    1,650       0.00 %**     3,300       1,650       2,475  
Metals
    2,089,947       1.27 %     2,425,890       1,011,784       1,841,692  
Softs
    1,840,765       1.12 %     1,840,765       746,654       1,427,542  
Indices
    4,177,780       2.54 %     4,177,780       750,192       2,501,650  
 
                                   
Total
  $ 23,768,826       14.44 %                        
 
                                   
 
 
* Average of month-end Values at Risk
 
** Due to rounding
 
As of September 30, 2009, Graham Master’s total capitalization was $168,022,693. The Partnership owned approximately 13.6% of Graham Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the Graham Master was as follows:
 
September 30, 2009
(Unaudited)
                                         
                    Three Months Ended September 30, 2009  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
Currencies
  $ 6,395,662       3.81 %   $ 8,136,447     $ 3,040,693     $ 5,464,391  
Energy
    678,527       0.41 %     1,774,426       484,382       1,096,708  
Grains
    1,411,794       0.84 %     1,846,996       215,255       1,126,000  
Interest Rates U.S.
    2,238,368       1.33 %     2,365,808       87,777       682,461  
Interest Rates Non-U.S.
    8,320,518       4.95 %     8,320,518       471,498       2,721,058  
Livestock
    36,180       0.02 %     48,263       15,660       26,831  
Metals
    1,596,936       0.95 %     1,806,942       488,247       1,265,220  
Softs
    1,479,945       0.88 %     1,479,945       511,314       883,086  
Indices
    9,707,902       5.78 %     12,019,804       3,419,163       8,269,216  
 
                                   
Total
  $ 31,865,832       18.97 %                        
 
                                   
 
 
* Average of month-end Values at Risk


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As of September 30, 2009, SandRidge Master’s total capitalization was $620,678,767. The Partnership owned approximately 2.3% of SandRidge Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the SandRidge Master was as follows:
 
September 30, 2009
(Unaudited)
 
                                         
                Three Months Ended September 30, 2009  
          % of Total
    High
    Low
    Average
 
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
Energy
  $ 25,720,664       4.14 %   $ 25,720,664     $ 18,754,664     $ 24,319,593  
 
                                   
Total
  $ 25,720,664       4.14 %                        
 
                                   
 
 
* Average of month-end Values at Risk
 
As of September 30, 2009, Eckhardt Master’s total capitalization was $18,464,221. The Partnership owned approximately 40.3% of Eckhardt Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the Eckhardt Master was as follows:
 
September 30, 2009
(Unaudited)
 
                                         
                Three Months Ended September 30, 2009  
          % of Total
    High
    Low
    Average
 
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
Currencies
  $ 122,663       0.66 %   $ 1,191,210     $ 122,663     $ 654,172  
Energy
    51,156       0.28 %     442,311       50,550       190,696  
Grains
    137,399       0.74 %     138,725       62,430       102,002  
Interest Rates U.S.
    361,800       1.96 %     678,443       61,560       245,751  
Interest Rates Non -U.S.
    142,809       0.77 %     337,995       13,213       73,920  
Metals
    495,706       2.69 %     495,706       209,150       357,137  
Softs
    251,705       1.36 %     251,705       105,270       148,442  
Indices
    706,284       3.83 %     706,284       188,635       438,028  
 
                                   
Total
  $ 2,269,522       12.29 %                        
 
                                   
 
 
* Average of month-end Values at Risk


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Table of Contents

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 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods expected in the Commission’s rules and forms. Disclosed controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.
 
Management 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, 2009 and, based on that evaluation, the 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, 2009 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


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Table of Contents

 
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, 2008, as updated by the Partnership’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009. There are no material legal proceedings pending against the Partnership and the General Partner.
 
Subprime Mortgage-Related Litigation
 
On August 31, 2009, Asher, et al. v. Citigroup Inc., et al. and Pellegrini v. Citigroup Inc., et al. were consolidated with In re Citigroup Inc. Bond Litigation.
 
On July 27, 2009, Utah Retirement Systems v. Strauss, et al. was filed in the United States District Court for the Eastern District of New York asserting, among other claims, claims under the Securities Act of 1933 and Utah state law arising out of an offering of American Home Mortgage common stock underwritten by CGM.
 
On July 31, 2009, the United States District Court for the Eastern District of New York entered an order preliminarily approving settlements reached with all defendants (including Citigroup and CGM) in In Re American Home Mortgage Securities Litigation.
 
On August 5, 2009, the underwriter defendants, including CGM, moved to dismiss the consolidated amended complaint in In Re American International Group, Inc. 2008 Securities Litigation.
 
Auction Rate Securities—Related Litigation and Other Matters
 
On July 23, 2009, the Judicial Panel on Multidistrict Litigation issued an order transferring K-V Pharmaceutical Co. v. CGMI from the United States District Court for the Eastern District of Missouri to the United States District Court for the Southern District of New York for coordination with In Re Citigroup Auction Rate Securities Litigation. On August 24, 2009, CGM moved to dismiss the complaint.
 
On September 11, 2009, the United States District Court for the Southern District of New York dismissed without prejudice the complaint in In Re Citigroup Auction Rate Securities Litigation. On October 15, 2009, lead plaintiff filed a second consolidated amended complaint asserting claims under Sections 10 and 20 of the Securities Exchange Act of 1934.
 
On October 2, 2009, the Judicial Panel on Multidistrict Litigation transferred Ocwen Financial Corp., et al. v. CGMI to the United States District Court for the Southern District of New York for coordination with In Re Citigroup Auction Rate Securities Litigation.
 
Other Matters
 
On September 14, 2009, defendants filed a motion to dismiss the amended complaint in ECA Acquisitions, Inc., et al. v. MAT Three LLC, et al..
 
Adelphia Communications Corporation
 
Trial of the Adelphia Recovery Trust’s claims against Citigroup and numerous other defendants is scheduled to begin in April 2010.
 
IPO Securities Litigation
 
In October 2009, the District Court entered an order granting final approval of the settlement.
 
Other Matters
 
Investors in municipal bonds and other instruments affected by the collapse of the credit markets have sued Citigroup on a variety of theories. On August 10, 2009, certain such investors, a Norwegian securities firm and seven Norwegian municipalities, filed an action—Terra Securities Asa Konkursbo, et al. v. Citigroup Inc., et al.—in the United States District Court for the Southern District of New York against Citigroup, CGM and Citigroup Alternative Investments LLC, asserting claims under Sections 10 and 20 of the Securities Exchange Act of 1934 and state law arising out of the municipalities’ investment in certain notes. On October 7, 2009, defendants filed a motion to dismiss.


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Table of Contents

Item 1A.   Risk Factors.
 
The following disclosure supplements 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, 2008 and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Report on Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009.
 
Speculative position and trading limits may reduce profitability. The Commodity Futures Trading Commission (“CFTC”) and U.S. exchanges have established speculative position limits on the maximum net long or net short position which any person may hold or control in particular futures and options on futures. The trading instructions of an advisor may have to be modified, and positions held by the Partnership and the Master may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Partnership and the Master by increasing transaction costs to liquidate positions and foregoing potential profits.
 
Regulatory changes could restrict the Partnership’s operations. Regulatory changes could adversely affect the Partnership and the Master by restricting its markets or activities, limiting its trading and/or increasing the taxes to which investors are subject. The General Partner is not aware of any definitive regulatory developments that might adversely affect the Partnership and the Master; however, since June 2008, several bills have been proposed in the U.S. Congress in response to record energy and agricultural prices and the financial crisis. Some of the pending legislation, if enacted, could impact the manner in which swap contracts are traded and/or settled and limit trading by speculators (such as the Partnership and the Master) in futures and OTC markets. One of the proposals would authorize the CFTC and the Commission to regulate swap transactions. Other potentially adverse regulatory initiatives could develop suddenly and without notice.


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Table of Contents

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
The Partnership no longer offers Redeemable Units at the Net Asset Value per Redeemable Unit as of the end of each month.
 
The following chart sets forth the purchases of Redeemable Units by the Partnership.
 
                                         
                              (d) Maximum Number
 
                      (c) Total Number
      (or Approximate
 
                      of Shares (or
      Dollar Value) of Shares
 
      (a) Total Number
      (b) Average
      Redeemable Units)
      (or Redeemable Units) that
 
      of Shares
      Price Paid per
      Purchased as Part
      May Yet Be
 
      (or Redeemable
      Share (or
      of Publicly Announced
      Purchased Under the
 
Period     Units) Purchased*       Redeemable Unit)**       Plans or Programs       Plans or Programs  
July 1, 2009 –
July 31, 2009
      707.3212       $ 1,375.98         N/A         N/A  
August 1, 2009 –
August 31, 2009
      366.3320       $ 1,400.39         N/A         N/A  
September 1, 2009 –
September 30, 2009
      348.2545       $ 1,429.99         N/A         N/A  
        1,421.9077       $ 1,395.50                      
                                         
 
* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for Limited Partners.
 
** Redemptions of Redeemable Units are effected as of the last day of each month at the Net Asset Value per Redeemable Unit as of that day.
 
Item 3.   Defaults Upon Senior Securities
 
None.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
None.
 
Item 5.   Other Information
 
None.


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Item 6.   Exhibits
3.1 Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
3.2 Certificate of Limited Partnership of the Partnership as filed in the Office of the Secretary of State of the State of New York on August 25, 1999 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
     (a) 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 May 21, 2003 (filed herein).
     (b) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 21, 2005 (filed herein).
     (c) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 19, 2008 (filed herein).
     (d) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated August 27, 2008 (filed as Exhibit 99.1 to the Form 8-K filed on September 2, 2008 and incorporated herein by reference).
     (e) 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 24, 2009 (filed as Exhibit 99.1 to the Form 8-K filed on September 30, 2009 and incorporated herein by reference).
10.1 Form of Customer Agreement between the Partnership and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
10.2 Form of Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
     (a) Form of Letter Amending Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3A to the Registration Statement on Form S-1 filed on November 12, 2002 and incorporated herein by reference).
10.3 Form of Selling Agreement among the Partnership, Smith Barney Futures Management LLC and Salomon Smith Barney Inc. (filed as Exhibit 1.1 to the Registration Statement on Form S-1 filed on November 12, 2002 and incorporated herein by reference).
10.4 Joinder Agreement among the Partnership, the General Partner, Citigroup Global Markets Inc. and Morgan Stanley Smith Barney LLC, dated June 1, 2009 (filed as Exhibit 10 to the Quarterly Report on Form 10-Q filed on August 14, 2009 and incorporated herein by reference).
10.5 Amended and Restated Advisory Agreement among the Partnership, the General Partner and SandRidge Capital, LP, dated June 30, 2007 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 14, 2007 and incorporated herein by reference).
     (a) Letter from the General Partner extending Advisory Agreement between the General Partner and SandRidge Capital, L.P. for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to the Annual Report on Form 10-K filed on March 31, 2009).
10.6 Management Agreement among the Partnership, the General Partner and Aspect Capital Limited, dated January 3, 2002 (filed as Exhibit 99 to the Annual Report on Form 10-K filed on March 27, 2003 and incorporated herein by reference).
     (a) Letter from the General Partner extending Management with Aspect Capital Limited for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to the Annual Report on Form 10-K filed on March 31, 2009 and incorporated herein by reference).
10.7 Management Agreement among the Partnership, the General Partner and Eckhardt Trading Company, dated March 31, 2008 (filed as Exhibit 10 to the Quarterly Report on Form 10-Q filed on August 14, 2008 and incorporated herein by reference).
     (a) Letter from the General Partner extending Management Agreement with Eckhardt Trading Company for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to the Annual Report on Form 10-K filed on March 31, 2009 and incorporated herein by reference).
10.8 Management Agreement among the Partnership, the General Partner and Campbell & Company, Inc., dated August 31, 1999 (filed as Exhibit 10.6 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
     (a) Letter from the General Partner extending Management Agreement with Campbell and Company Inc. for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to Form 10-K filed on March 31, 2009 and incorporated herein by reference).
10.9 Management Agreement among the Partnership, the General Partner and Graham Capital Management, L.P., dated June 11, 2001 (filed as Exhibit 10 to the Annual Report on Form 10-K filed on March 27, 2002 and incorporated herein by reference).
     (a) Letter from the General Partner extending Management Agreement with Graham Capital Management, L.P. for 2008, dated June 5, 2008 (filed as Exhibit 10.20 to the Annual Report on Form 10-K filed on March 31, 2009 and incorporated herein by reference).
Exhibit 31.1 — Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director)
Exhibit 31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director)
Exhibit 32.1 — Section 1350 Certification (Certification of President and Director)
Exhibit 32.2 — Section 1350 Certification (Certification of Chief Financial Officer and Director)

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SIGNATURES
 
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.
 
DIVERSIFIED 2000 FUTURES FUND L.P.
 
By:   Ceres Managed Futures LLC
(General Partner)
 
By:  
/s/  Jerry Pascucci
Jerry Pascucci
President and Director
 
Date:  November 16, 2009
 
By:  
/s/  Jennifer Magro
Jennifer Magro
Chief Financial Officer and Director
(Principal Accounting Officer)
 
Date:  November 16, 2009


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