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EX-32.2 - EX-32.2 CERTIFICATION - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv32w2.htm
EX-31.2 - EX-31.2 CERTIFICATION - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv31w2.htm
EX-31.1 - EX-31.1 CERTIFICATION - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv31w1.htm
EX-32.1 - EX-32.1 CERTIFICATION - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv32w1.htm
EX-3.1.G - EX-3.1.G - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv3w1wg.htm
EX-3.1.B - EX-3.1.B - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv3w1wb.htm
EX-3.1.D - EX-3.1.D - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv3w1wd.htm
EX-3.1.C - EX-3.1.C - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv3w1wc.htm
EX-3.1.E - EX-3.1.E - GLOBAL DIVERSIFIED FUTURES FUND L.P.y02406exv3w1we.htm
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 000-30455
 
GLOBAL DIVERSIFIED FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
 
     
New York   13-4015586
 
 
(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 this 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, 15,599.5827 Limited Partnership Redeemable Units were outstanding.


 

GLOBAL DIVERSIFIED FUTURES FUND L.P.
 
FORM 10-Q
 
INDEX
 
         
        Page
          Number  
 
PART I — Financial Information:
   
         
Item 1.
  Financial Statements:    
         
    Statements of Financial Condition at
September 30, 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 – 15
         
Item 2.
  Management’s Discussion and Analysis of Financial Condition
and Results of Operations
  16 – 19
         
Item 3.
  Quantitative and Qualitative Disclosures about Market Risk   20 – 21
         
Item 4.
  Controls and Procedures   22
     
PART II — Other Information
  23 – 26
Exhibits
   
Exhibit 3.1(b) Certificate of Amendment of the Certificate of Limited Partnership, dated October 1, 1999
Exhibit 3.1(c) Certificate of Change of the Certificate of Limited Partnership, effective January 31, 2000
Exhibit 3.1(d) Certificate of Amendment of the Certificate of Limited Partnership, May 21, 2003
   
Exhibit 3.1(e) Certificate of Amendment of the Certificate of Limited Partnership, dated September 21, 2005
Exhibit 3.1(g) Certificate of Amendment of the Certificate of Limited Partnership, dated September 19, 2008
Exhibit 31.1 Certification
   
Exhibit 31.2 Certification
   
Exhibit 32.1 Certification
   
Exhibit 32.2 Certification
   


2


 

 
PART I
 
Item 1. Financial Statements
 
 
Global Diversified Futures Fund L.P.
Statements of Financial Condition
(Unaudited)
 
                 
      September 30,   December 31,  
      2009   2008  
Assets:
               
Investment in Partnerships, at fair value
    $ 26,301,044   $ 37,284,594  
Equity in trading account:
               
Cash
      4,513,741     5,558,203  
Cash margin
      1,184,288      
Net unrealized appreciation on open futures contracts
      258,876      
Net unrealized appreciation on open forward contracts
      191,749      
 
           
 
      32,449,698     42,842,797  
Interest receivable
      240     82  
 
           
Total assets
    $ 32,449,938   $ 42,842,879  
 
           
 
               
Liabilities and Partners’ Capital:
               
Liabilities:
               
Accrued expenses:
               
Brokerage commissions
    $ 146,025   $ 192,793  
Management fees
      47,969     62,786  
Incentive fees
      137,645     1,958,313  
Other
      44,775     52,504  
Redemptions payable
      506,815     1,356,599  
 
           
Total liabilities
      883,229     3,622,995  
 
           
 
               
Partners’ Capital:
               
General Partner, 213.0484 and 421.6204 Unit equivalents outstanding at September 30, 2009 and December 31, 2008, respectively
      423,506     892,777  
Limited Partners, 15,666.8388 and 18,100.2695 Redeemable Units of Limited Partnership Interest outstanding at September 30, 2009 and December 31, 2008, respectively
      31,143,203     38,327,107  
 
           
Total partners’ capital
      31,566,709     39,219,884  
 
           
Total liabilities and partners’ capital
    $ 32,449,938   $ 42,842,879  
 
           
 
See accompanying notes to financial statements.


3


 

Global Diversified Futures Fund L.P.
September 30, 2009
Schedule of Investments
(Unaudited)
 
                         
    Notional($)/                
    Number of             % of Partners’  
    Contracts     Fair Value     Capital  
Futures Contracts Purchased
                       
Currencies
    83     $ 78,248       0.25 %
Grains
    6       6,225       0.02  
Indices
    6       7,101       0.02  
Interest Rates U.S.
    28       47,203       0.15  
Interest Rates Non-U.S.
    107       64,307       0.20  
Metals
    7       37,800       0.12  
 
                   
Total futures contracts purchased
            240,884       0.76  
 
                   
 
                       
Futures Contracts Sold
                       
Currencies
    27       37,912       0.12  
Energy
    4       (19,920 )     (0.06 )
 
                   
Total futures contracts sold
            17,992       0.06  
 
                   
 
                       
Unrealized Appreciation on Forward Contracts
                       
Currencies
    10,966,432       192,556       0.61  
 
                   
Total unrealized appreciation on forward contracts
            192,556       0.61  
 
                   
 
                       
Unrealized Depreciation on Forward Contracts
                       
Currencies
    1,019,998       (807 )     (0.00 ) *
 
                   
Total unrealized depreciation on forward contracts
            (807 )     (0.00 ) *
 
                   
 
                       
Investment in Partnerships
                       
 
                       
CMF Campbell Master Fund L.P.
            5,565,061       17.63  
CMF Aspect Master Fund L.P.
            9,310,373       29.49  
CMF Altis Partners Master Fund L.P.
            11,425,610       36.20  
 
                   
Total investment in Partnerships
            26,301,044       83.32  
 
                   
 
                       
Total fair value
          $ 26,751,669     $ 84.75 %
 
                 
 
 
*   Due to rounding
See accompanying notes to financial statements.


4


 

Global Diversified 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. 
  $ 8,558,897       21.82 %
CMF Aspect Master Fund L.P. 
    13,187,938       33.63  
CMF Altis Partners Master Fund L.P. 
    15,537,759       39.62  
                 
Total fair value
  $ 37,284,594       95.07 %
                 
 
See accompanying notes to financial statements.


5


 

 
                                 
    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 closed contracts
  $ 9,836     $   $ 560,286     $  
Net realized gains (losses) on investment in Partnerships
    337,293     (1,952,668 )     (334,618   6,421,483  
Change in net unrealized gains (losses) on open contracts
    424,203           450,625      
Change in net unrealized gains (losses) on investments in Partnerships
    964,463       (2,995,089     (918,196 )     (1,456,733 )
 
                       
Gain (loss) from trading, net
    1,735,795     (4,947,757     (241,903 )     4,964,750  
Interest income
    1,228             3,417        
Interest income from investment in Partnerships
    5,580       115,924       18,210       410,173  
 
                       
Total income (loss)
    1,742,603     (4,831,833     (220,276 )     5,374,923  
 
                       
Expenses:
                               
Brokerage commissions including clearing fees
    440,820       535,278       1,414,041       1,720,506  
Management fees
    140,968       165,360       452,563       532,875  
Incentive fees
    63,892       (1,040,326     137,645       485,722  
Other
    31,929       32,623       101,615       83,338  
 
                       
Total expenses
    677,609       (307,065     2,105,864       2,822,441  
 
                       
 
                               
Net income (loss)
    1,064,994     (4,524,768     (2,326,140 )     2,552,482  
Redemptions — Limited Partners
    (841,472 )     (1,354,699 )     (4,917,660 )     (3,272,858 )
Redemptions — General Partner
            (409,375 )     (2,500,000 )
 
                       
Net increase (decrease) in Partners’ Capital
    223,522       (5,879,467 )     (7,653,175 )     (3,220,376 )
Partners’ Capital, beginning of period
    31,343,187       42,778,662       39,219,884       40,119,571  
 
                       
Partners’ Capital, end of period
  $ 31,566,709     $ 36,899,195     $ 31,566,709     $ 36,899,195  
 
                       
 
                               
Net asset value per Unit (15,879.8872 and 20,157.6101 Units outstanding at September 30, 2009 and 2008, respectively)
  $ 1,987.84     $ 1,830.53     $ 1,987.84     $ 1,830.53  
 
                       
 
                               
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent
  $ 66.09   $ (215.83   $ (129.65 )   $ 110.62  
 
                       
 
                               
Weighted average units outstanding
    16,218.1424     20,456.0481       17,013.5358       21,537.8060  
 
                       
 
See accompanying notes to financial statements.


6


 

 
1.   General:
 
Global Diversified Futures Fund L.P., (formerly Citigroup Global Diversified Futures Fund L.P.) (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on June 15, 1998 to engage, directly and indirectly, in the speculative trading of a diversified portfolio of commodity interests, including futures contracts, options, swaps and forward contracts on United States exchanges and certain foreign exchanges. The sectors traded include currencies, energy, grains, indices, metals, softs, livestock and U.S. and non-U.S. interest rates. The Partnership commenced trading on February 2, 1999. The Partnership and the Funds (as defined in note 5 “Investment in Partnerships”) may trade futures and options contracts of any kind. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk.
 
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 (“NFA”). 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 are made for the Partnership by Campbell & Company, Inc. (“Campbell”), Aspect Capital Limited (“Aspect”), Altis Partners (Jersey) Ltd. (“Altis”) and Waypoint Capital Management LLC (“Waypoint”) (each an “Advisor” and collectively, the “Advisors”) each of which is a registered commodity trading advisor. With the exception of Waypoint, each Advisor trades the assets allocated to it indirectly through a managed account in the name of a Master fund. The assets allocated to Waypoint are traded directly in a managed account in the name of the Partnership.
 
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 disclosure 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.
 


7


 

 
Global Diversified 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) *
    $ 80.32     $ (261.44 )   $ (90.01 )   $ 140.98  
Interest income
      0.42       5.59       1.27       18.65  
Expenses **
      (14.65 )     40.02       (40.91 )     (49.01 )
 
                         
Increase (decrease) for the period
      66.09       (215.83 )     (129.65 )     110.62  
Net Asset Value per Redeemable Unit, beginning of period
      1,921.75       2,046.36       2,117.49       1,719.91  
 
                         
Net Asset Value per Redeemable Unit, end of period
    $ 1,987.84     $ 1,830.53     $ 1,987.84     $ 1,830.53  
 
                         
 
* Includes brokerage commissions
 
** Excludes brokerage commissions
 
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2009     2008     2009     2008  
Ratios to Average Net Assets:***
                               
Net investment income (loss) before incentive fees****
    (7.7 )%     (6.4 )%     (7.7 )%     (6.7 )%
                         
 
Operating expense
    7.8 %     7.6 %     7.8 %     8.1 %
Incentive fees
    0.2 %     %     0.4 %     1.3 %
                         
Total expenses
    8.0 %     7.6 %     8.2 %     9.4 %
                         
Total return:
                               
Total return before incentive fees
    3.7 %     (10.5 )%     (5.7 )%     7.8 %
Incentive fees
    (0.3 )%     %     (0.4 )%     (1.4 )%
                         
Total return after incentive fees
    3.4 %     (10.5 )%     (6.1 )%     6.4 %
                         
 
*** Annualized (other than incentive fees)
 
**** Interest income less total expenses (exclusive of incentive fees)
 
The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.
 
3.   Trading Activities:
 
The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
The customer 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.
 

8


 

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values of these interests during the nine months ended September 30, 2009, based on a monthly calculation, was $249,204. The fair values of these commodity interests, including options thereon, if applicable, at September 30, 2009, was $450,625. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on other measures of fair value deemed appropriate by the General Partner.
 
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. The contracts outstanding at the period ended September 30, 2009, are indicative of volume traded during the period. See the Schedule of Investments. The following table indicates the fair values of derivative instruments of futures and forward contracts as separate assets and liabilities.
                     
    September 30, 2009         September 30, 2009  
Assets
          Assets        
Futures Contracts
          Forward Contracts        
Currencies
  $ 116,160     Currencies   $ 192,556  
 
                 
Grains
    6,225     Total unrealized appreciation on open forward contracts   $ 192,556  
 
                 
Interest Rates U.S.
    47,203              
Interest Rates Non-U.S.
    64,307              
Indices
    7,101              
Metals
    37,800            
 
                 
Total unrealized appreciation on open futures contracts
  $ 278,796            
 
                 
 
           
 
                 
Liabilities
          Liabilities  
 
                 
Futures Contracts  
          Forward Contracts        
Energy
  $ (19,920 )   Currencies   $ (807 )
 
               
Total unrealized depreciation on open futures contracts
  $ (19,920 )   Total unrealized depreciation on open forward contracts   $ (807 )
 
               
 
                   
 
                 
Net unrealized appreciation on open futures contracts
  $ 258,876 *   Net unrealized appreciation on open forward contracts   $ 191,749 **
 
               
 
*   This amount is included in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.
 
**   This amount is included in “Net unrealized appreciation on open forward contracts” on the Statements of Financial Condition.
9


 

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three and nine months ended September 30, 2009.
                 
    Three Months Ended     Nine Months Ended  
    September 30, 2009     September 30, 2009  
Sector   Gain (loss) from trading     Gain (loss) from trading  
Currencies
  $ 398,216     $ 743,701  
Energy
    (51,490 )     (28,100 )
Grains
    6,225       (3,113 )
Indices
    154,672       353,538  
Interest Rates U.S.
    (7,693 )     (56,874 )
Interest Rates Non-U.S.
    (90,941 )     11,339  
Metals
    29,850       3,948  
Softs
    (4,800 )     (13,528 )
 
           
Total
  $ 434,039     $ 1,010,911  
 
           
   
4.   Fair Value Measurements:
 
Investments.  All commodity interests (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on 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 Partnership and the Funds consider prices for exchange traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non exchange traded forwards, swaps and certain options contracts for which market quotations are not readily available, are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in 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).


10


 

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
The value of the Partnership’s investments in partnerships reflects its proportional interest in the partnerships. As of and the periods ended September 30, 2009 and December 31, 2008, the Partnership and 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
         
        Active Markets
    Significant Other
    Significant
 
        for Identical
    Observable Inputs
    Unobservable
 
    9/30/2009     Assets (Level 1)     (Level 2)     Inputs (Level 3)  
Assets
                               
Futures
  $ 258,876     $ 258,876     $     $  
Forwards
    191,749             191,749        
Investment in Partnerships
    26,301,044             26,301,044        
 
                       
Total assets
    26,751,669       258,876       26,492,793        
 
                       
Total fair value
  $ 26,751,669     $ 258,876     $ 26,492,793     $  
 
                       
                                 
            Quoted Prices in              
            Active Markets     Significant Other     Significant  
            for Identical     Observable Inputs     Unobservable  
    12/31/2008     Assets (Level 1)     (Level 2)     Inputs (Level 3)  
Assets
                               
Investment in Partnerships
  $ 37,284,594     $     $ 37,284,594     $  
 
                       
Total fair value
  $ 37,284,594     $     $ 37,284,594     $  
 
                       
 
 
5.   Investment in Partnerships:
 
The assets allocated to Waypoint for trading are invested directly pursuant to Waypoint’s Diversified Program, a systematic trading program. On January 1, 2005, the assets allocated to Campbell for trading were invested in 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 17,534.8936 Units of Campbell Master with cash of $17,341,826 and a contribution of open futures and forward contracts with a fair value of $193,067. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using Campbell’s Financials, Metals and Energy (“FME”) Portfolio, a systematic trading program, 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.
 
On March 1, 2005, the assets allocated to Aspect for trading were invested in 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 16,015.3206 Units of Aspect Master with cash of $14,955,106 and a contribution of open futures and forward contracts with a fair value of $1,060,214. Aspect Master was formed in order to permit commodity pools managed now or in the future by Aspect using Aspect’s Diversified Portfolio Program, a systematic trading program, 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 November 1, 2005, the assets allocated to Altis for trading were invested in CMF Altis Partners Master Fund L.P. (“Altis Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 13,013.6283 Units of the Altis Master with cash of $11,227,843 and a contribution of open futures and forwards contracts with a fair value of $1,785,785. Altis Master was formed to permit commodity pools managed now and in the future by Altis using Altis’s Diversified Portfolio Program, a systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner of Altis Master. Individual and pooled accounts currently managed by Altis, including the Partnership, are permitted to be limited partners of Altis Master. The General Partner and Altis believe that trading through this structure should promote efficiency and economy in the trading process.
 
The General Partner is not aware of any material changes to the trading programs discussed above during the fiscal quarter ended September 30, 2009.
 
Campbell Master’s, Aspect Master’s and Altis Master’s (the “Funds”) trading of futures, forwards, swaps and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained by CGM.
11


 

 
Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)
 
A Limited Partner may withdraw all or part of their capital contribution and undistributed profits, if any from the Funds in multiples of the Net Asset Value per 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.
 
Management and incentive fees are not charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and NFA fees are borne by the Partnership and through its investment in the Funds. All other fees including CGM’s direct brokerage commissions are charged at the Partnership level.
 
At September 30, 2009, the Partnership owned approximately 7.7%, 5.7% and 12.9% of Campbell Master, Aspect Master and Altis Master, respectively. At December 31, 2008, the Partnership owned approximately 6.7%, 5.5% and 15.7% of Campbell Master, Aspect Master and Altis Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to the 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 of 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  
Altis Master
    88,471,368       18,996       88,452,372  
 
                 
Total
  $ 325,634,044     $ 85,891     $ 325,548,153  
 
                 
 
                         
    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  
Altis Master
    99,300,545       17,963       99,282,582  
                         
Total
  $ 467,123,937     $ 1,012,060     $ 466,111,877  
                         


12


 

 
Global Diversified 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  
Altis Master
    4,106,021       4,127,001       4,094,363  
 
                 
Total
  $ 16,636,320     $ 16,709,411     $ 16,560,322  
 
                 
                         
    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 )
Altis Master
    (924,520 )     (863,038 )     (978,066 )
 
                 
Total
  $ (20,317,810 )   $ (20,072,711 )   $ (20,484,649 )
 
                 
                         
    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 )
Altis Master
    (15,487,281 )     (15,216,070 )     (15,279,538 )
 
                 
Total
  $ (40,545,639 )   $ (39,191,911 )   $ (39,390,098 )
 
                 
                         
    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  
Altis Master
    15,606,019       16,519,695       16,353,520  
 
                 
Total
  $ 45,335,581     $ 50,280,467     $ 49,695,385  
 
                 


13


 

 
Global Diversified 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
                Expenses     Net
           
    Partnership’s
    Fair
    Income
                Income
    Investment
  Redemptions
 
Fund   Net Assets     Value     (Loss)     Commissions     Other     (Loss)     Objective   Permitted  
 
Campbell Master
    17.63 %   $ 5,565,061     $ 238,467     $ 1,512     $ 588     $ 236,367     FME
Portfolio
  Monthly  
 
                                                           
Aspect Master
    29.49 %     9,310,373       534,534       4,460       499       529,575     Commodity
Portfolio
 
Monthly
 
 
                                                           
Altis Master
    36.20 %     11,425,610       534,335       2,547       1,701       530,087     Commodity
Portfolio
  Monthly  
 
                                                           
 
                                               
Total
          $ 26,301,044     $ 1,307,336     $ 8,519     $ 2,788     $ 1,296,029              
 
                                               
 
                                                             
    September 30, 2009     For the nine months ended September 30, 2009            
    % of
                Expenses     Net
           
    Partnership’s
    Fair
    Income
                Income
    Investment
  Redemptions
 
Investment   Net Assets     Value     (Loss)     Commissions     Other     (Loss)     Objective   Permitted  
 
Campbell Master
    17.63 %   $ 5,565,061     $ (182,623 )   $ 3,602     $ 2,126     $ (188,351 )   FME
Portfolio
  Monthly  
 
                                                           
Aspect Master
    29.49 %     9,310,373       (859,040 )     10,341       1,474       (870,855 )   Commodity
Portfolio
 
Monthly
 
 
                                                           
Altis Master
    36.20 %     11,425,610       (192,941 )     10,941       4,927       (208,809 )   Commodity
Portfolio
  Monthly  
 
                                                           
 
                                               
Total
          $ 26,301,044     $ (1,234,604 )   $ 24,884     $ 8,527     $ (1,268,015 )            
 
                                                 
 
                                                             
    December 31, 2008     For the three months ended September 30, 2008            
    % of
                Expenses     Net
           
    Partnership’s
    Fair
    Income
                Income
    Investment
  Redemptions
 
Fund   Net Assets     Value     (Loss)     Commissions     Other     (Loss)     Objective   Permitted  
 
Campbell Master
    21.82 %   $ 8,558,897     $ (265,326 )   $ 1,724     $ 514     $ (267,564 )   FME
Portfolio
  Monthly  
Aspect Master
    33.63 %     13,187,938       (1,307,175 )     5,840       669       (1,313,684 )   Commodity
Portfolio
  Monthly  
Altis Master
    39.62 %     15,537,759       (3,259,332 )     10,846       1,787       (3,271,965 )   Commodity
Portfolio
  Monthly  
                                                             
 
Total
          $ 37,284,594     $ (4,831,833 )   $ 18,410     $ 2,970     $ (4,853,213 )            
                                                             
 
                                                             
    December 31, 2008     For the nine months ended September 30, 2008            
    % of
                Expenses     Net
           
    Partnership’s
    Fair
    Income
                Income
    Investment
  Redemptions
 
Fund   Net Assets     Value     (Loss)     Commissions     Other     (Loss)     Objective   Permitted  
 
Campbell Master
    21.82 %   $ 8,558,897     $ 459,846     $ 5,486     $ 1,421     $ 452,939     FME
Portfolio
  Monthly  
Aspect Master
    33.63 %     13,187,938       1,637,899       18,130       1,742       1,618,027     Commodity
Portfolio
  Monthly  
Altis Master
    39.62 %     15,537,759       3,277,178       28,649       5,806       3,242,723     Commodity
Portfolio
  Monthly  
                                                             
 
Total
          $ 37,284,594     $ 5,374,923     $ 52,265     $ 8,969     $ 5,313,689              
                                                             

14


 

 
Global Diversified 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 and the Funds are parties to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments on specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange traded instruments are standardized and include futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and include certain forwards and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.
 
The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership’s assets and undistributed profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership under applicable law.
 
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.
 
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s/Funds’ risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk as the sole counterparty or broker with respect to the Partnership’s/Funds’ assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.
 
As both a buyer and seller of options, the Partnership/Funds pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Funds to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees 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 Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds 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 Partnership’s/Funds’ business, these instruments may not be held to maturity.
15


 

 
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Liquidity and Capital Resources
 
The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Partnerships (ii) equity in futures trading account, consisting of cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on forward contracts, and (iii) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a material decrease in liquidity, no such losses occurred during the third quarter of 2009.
 
The Partnership’s capital consists of the capital contributions of the partners, as increased or decreased by realized and/or unrealized gains or losses on trading and by 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 19.5% from $39,219,884 to $31,566,709. This decrease was attributable to the net loss from operations of $2,326,140, coupled with the redemptions of 2,433.4307 Redeemable Units of Limited Partnership Interest and 208.5720 of the General Partner Unit equivalent, which resulted in an outflow of $5,327,035. Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent periods.
 
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) 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 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. 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.


16


 

     The Partnership and the Funds consider prices for exchange traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non exchange traded forwards, swaps and certain options contracts for which market quotations are not readily available, are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in 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 the period ended September 30, 2009, the Partnership and 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 Partnership and 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 can not occur (such as S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. 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.
     Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the Partnership and the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership’s 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 and the Funds do 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 Change in Partners’ Capital.
     London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of Aluminum, Copper, Lead, Nickel, Tin or Zinc. LME contracts traded by the Partnership and the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. A contract is considered offset when all long positions have been matched with short positions. When the contract is closed at the prompt date, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. 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 is the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States — 2005.


17


 

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 820-65 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 820-65 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 820-65 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 Partnership’s third quarter of 2009 the Net Asset Value per Redeemable Unit increased 3.4% from $1,921.75 to $1,987.84 as compared to a decrease of 10.5% in the third quarter of 2008. The Partnership experienced a net trading gain, before brokerage commissions and related fees in the third quarter of 2009 of $1,735,795. Gains were primarily attributable to the Partnership/Funds’ trading in currencies, U.S. and non-U.S. interest rates, livestock, indices, metals, softs and lumber, and were partially offset by losses in energy and grains. The Partnership experienced an unrealized loss, through its investment in the Funds before brokerage commissions and related fees in the third quarter of 2008 of $4,947,757. 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 metals, lumber, indices, U.S. interest rates and livestock.
 
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 increased from record lows but remains well below historical averages. The Partnership realized gains for the quarter, primarily in currencies, equity indices, and metals.
Profits were earned from trading currencies as higher yielding currencies and those associated with natural resource based economies, especially Australian dollars, proved particularly strong. Gains were also 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. Profits 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 the energy sector, losses were captured as the markets remained in contango. Natural gas demonstrated a strong bearish trend but the trend seemed to be reversing late in the quarter. Crude oil and heating oil remained mostly trendless and volatile, thus contributing to losses.
 
During the Partnership’s nine months ended September 30, 2009, the Net Asset Value per Redeemable Unit decreased 6.1% from $2,117.49 to $1,987.84 as compared to an increase 6.4% during the nine months ended September 30, 2008. The Partnership experienced a net trading loss, before brokerage commissions and related fees during the nine months ended September 30, 2009 of $241,903. Losses were primarily attributable to the Partnership/Funds trading in energy, grains, U.S. and non-U.S. interest rates, metals and softs, and were partially offset by gains in currencies, livestock, indices and lumber. The Partnership experienced an unrealized gain, through its investments in the Funds before brokerage commissions and related fees during the nine months ended September 30, 2008 of $4,964,750. Gains were primarily attributable to the trading by the Funds of commodity futures in energy, grains, U.S. interest rates, livestock, metals, lumber and indices and were partially offset by losses in currencies, non-U.S. interest rates and softs.


18


 

 
Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations.
 
Interest income on 80% of the Partnership’s average daily equity maintained in cash was earned at the monthly average 30-day U.S. Treasury bill yield. CGM may continue to maintain the Partnership’s assets in cash and/or place all of the Partnership’s assets in 90-day Treasury bills and pay the Partnership 80% on the interest earned on the Treasury bills purchased. Twenty percent of the interest earned on Treasury bills purchased may be retained by CGM and/or credited to the General Partner. Interest income for the three and nine months ended September 30, 2009 decreased by $109,116 and $388,546, respectively, as compared to the corresponding periods in 2008. The decrease in interest income is primarily due to lower U.S. Treasury bill rates during the three and nine months ended September 30, 2009 as compared to the corresponding periods in 2008.
 
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 and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Brokerage commissions and fees for the three and nine months ended September 30, 2009 decreased by $94,458 and $306,465, respectively, as compared to the corresponding periods in 2008. The decrease in brokerage commissions was due to lower average net assets 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 and redemptions. Management fees for the three and nine months ended September 30, 2009 decreased by $24,392 and $80,312, respectively, as compared to the corresponding periods in 2008. The decrease in management fees for the three and nine months ended September 30, 2009 was due to lower average net assets 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 agreement 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 $63,892 and $137,645, respectively. Trading performance for the three and nine months ended September 30, 2008 resulted in an incentive fee accrual reversal of $1,040,326 and an accrual of $485,722, respectively.
 
In allocating the assets of the Partnership among Advisors, the General Partner considered past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.


19


 

Item 3.   Quantitative and Qualitative Disclosures about Market Risk
 
The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and substantially all of the Partnership’s/Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main lines of business.
 
Market movements result in frequent changes in the fair value of the Partnership’s/Funds’ open contracts and, consequently in their earnings and cash balances. The Partnership’s/Funds’ market risks are 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 Partnership’s/Funds’ open positions and the liquidity of the market in which they trade.
 
The Partnership/Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s/Funds’ past performances are not necessarily indicative of their future results.
 
Value at Risk is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s/Funds’ experiences to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risks.
 
Exchange maintenance margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.
 
The following tables indicate the trading Value at Risk associated with the Partnership’s investments and investments in other Partnerships by market category as of September 30, 2009 and the highest, lowest and average values at any point during the three months ended September 30, 2009. All open position trading risk exposures 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, the Partnership’s total capitalization was $31,566,709. The Partnership’s Value at Risk for the portion of its assets that are traded directly 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
  $ 1,065,500       3.37 %   $ 1,065,501     $ 134,932     $ 749,939  
Energy
    24,300       0.08 %     32,400       16,200       20,539  
Grains
    9,720       0.03 %     9,720       9,720       9,720  
Indices
    46,040       0.15 %     191,996       45,403       132,647  
Interest Rates U.S.
    79,650       0.25 %     103,275       10,125       64,109  
Interest Rates Non -U.S.
    240,807       0.76 %     400,555       84,055       202,440  
Metals
    31,497       0.10 %     31,497       13,499       22,441  
 
                                   
Total
  $ 1,497,514       4.74 %                        
 
                                   
 
*   Average month-end Values at Risk


20


 

 
 
As of September 30, 2009, Campbell Master’s total capitalization was $72,533,183. The Partnership owned approximately 7.7% of Campbell Master. As of September 30, 2009, the Campbell Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Campbell for trading) 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
  $ 2,410,861       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 month-end Values at Risk
 
As of September 30, 2009, Aspect Master’s total capitalization was $164,562,598. The Partnership owned approximately 5.7% of Aspect Master. As of September 30, 2009, the Aspect Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) 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 month-end Values at Risk
 
** Due to rounding
 
 
As of September 30, 2009, Altis Master’s total capitalization was $88,452,372. The Partnership owned approximately 12.9% of Altis Master. As of September 30, 2009, the Altis Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis for trading) was as follows:
 
September 30, 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
  $ 1,375,602       1.56 %   $ 2,012,974     $ 1,060,343     $ 1,601,488  
Energy
    900,692       1.02 %     1,644,207       838,977       1,039,183  
Grains
    703,735       0.80 %     728,369       396,254       583,556  
Interest Rates U.S.
    586,238       0.66 %     645,164       347,575       536,662  
Interest Rates Non -U.S.
    1,564,942       1.77 %     1,658,370       1,052,362       1,342,161  
Livestock
    133,650       0.15 %     153,900       95,522       120,275  
Metals
    1,353,700       1.53 %     1,599,418       741,347       1,300,037  
Softs
    620,406       0.70 %     624,639       397,819       500,753  
Indices
    3,327,027       3.76 %     3,383,400       363,554       1,972,357  
Lumber
    9,900       0.01 %     18,150       8,250       10,000  
 
                                   
Total
  $ 10,575,892       11.96 %                        
 
                                   
 
 
* Average month-end Values at Risk


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Item 4.   Controls and Procedures.
 
The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934 (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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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.


23


 

 
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/Funds 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/Funds 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 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; 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) in futures and OTC markets. One of the proposals would authorize the CFTC and the SEC to regulate swap transactions. Other potentially adverse regulatory initiatives could develop suddenly and without notice.
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.
 
The Redeemable Units were issued to accredited investors in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.
 
The following chart sets forth the purchases of Redeemable Units by the Partnership.
 
                                         
                              (d) Maximum Number
 
                      (c) Total Number
      (or Approximate Dollar
 
                      of Redeemable Units
      Value) of Redeemable
 
      (a) Total Number
      (b) Average
      Purchased as Part of
      Units that May Yet Be
 
      of Redeemable Units
      Price Paid per
      Publicly Announced
      Purchased Under the
 
Period     Purchased*       Redeemable Unit**       Plans or Programs       Plans or Programs  
  July 1, 2009 –
July 31, 2009
      99.8381       $ 1,905.59         N/A         N/A  
  August 1, 2009 –
August 31, 2009
      75.0270       $ 1,924.73         N/A         N/A  
  September 1, 2009 –
September 30, 2009
      254.9578       $ 1,987.84         N/A         N/A  
   Total       429.8229       $ 1,957.72                      
                                         
 
 
* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the last day 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. No fee will be charged for redemptions.
 
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
Exhibits:
3.1 — Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of the State of New York, dated June 12, 1998 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on August 20, 1998 and incorporated herein by reference).
  (a)   Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated June 30, 1998 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on August 20, 1998 and incorporated herein by reference).
 
  (b)   Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated October 1, 1999 (filed herein).
 
  (c)   Certificate of Change of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, effective January 31, 2000 (filed herein).
 
  (d)   Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated May 21, 2003 (filed herein).
 
  (e)   Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 21, 2005 (filed herein).
 
  (f)   Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated August 27, 2008 (filed as Exhibit 99.1 to the Form 8-K filed on September 2, 2008 and incorporated herein by reference).
 
  (g)   Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 19, 2008 (filed herein).
 
  (h)   Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 28, 2009 (filed as Exhibit 99.1 to the Form 8-K filed on September 30, 2009 and incorporated herein by reference).
3.2 —Limited Partnership Agreement, dated June 15, 1998 (filed as Exhibit A to the Registration Statement on Form S-1 filed on August 20, 1998 and incorporated herein by reference).
10.1 — Customer Agreement between the Partnership and Salomon Smith Barney Inc., dated October 21, 1998 (filed as Exhibit 10.1 to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on October 22, 1998 and incorporated herein by reference).
10.2 —Escrow Agreement among the Partnership, Smith Barney Inc., and European American Bank, dated October 21, 1998 (filed as Exhibit 10.3 to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on October 22, 1998 and incorporated herein by reference).
10.3 — Selling Agreement among the Partnership, Smith Barney Futures Management Inc., and Smith Barney Inc., dated October 21, 1998 (filed as Exhibit 1.1 to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on October 22, 1998 and incorporated herein by reference).
10.4 — Joinder Agreement among the Partnership, Citigroup Managed Futures LLC, Citigroup Global Markets Inc. and Morgan Stanley Smith Barney LLC, dated June 1, 2009 (filed as Exhibit 10 to the Form 10-Q filed on August 14, 2009 and incorporated herein by reference).
10.5 — Form of Management Agreement among the Partnership, the General Partner and Campbell & Company, Inc. (filed as Exhibit 10.4 to the Registration Statement on Form S-1 filed on August 20, 1998 and incorporated herein by reference).
  (a)   Letter from the General Partner extending Management Agreement with Campbell & Company, Inc. for 2008, dated June 5, 2008 (filed as Exhibit 10.22 to the Form 10-K filed on March 31, 2009 and incorporated herein by reference).
10.6 — Management Agreement among the Partnership, the General Partner and Aspect Capital Management Limited, dated April 17, 2001 (filed as Exhibit 10.12 to the Form 10-K filed on March 28, 2002 and incorporated herein by reference).
  (a)   Letter from the General Partner extending Management Agreement with Aspect Capital Management Limited for 2008, dated June 5, 2008 (filed as Exhibit 10.22 to the Form 10-K filed on March 31, 2009 and incorporated herein by reference).


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10.7 — Management Agreement among the Partnership, the General Partner and Altis Partners (Jersey) Limited, dated October 1, 2005 (filed as Exhibit 33.1 to the Form 10-Q/A filed on November 16, 2005 and incorporated herein by reference).
  (a)   Letter from the General Partner extending Management Agreement with Altis Partners (Jersey) Limited for 2008, dated June 5, 2008 (filed as Exhibit 10.22 to the Form 10-K filed on March 31, 2009 and incorporated herein by reference).
10.8 — Management Agreement among the Partnership, the General Partner and Waypoint Capital Management LLC, dated September 29, 2008 (filed as Exhibit 10.23 to the Form 10-K filed on March 31, 2009 and incorporated herein by reference).
16.1 —Letter Regarding Change of Certifying Accountant (filed as Exhibit 16.1 to the Form 8-K filed on July 24, 2009 and incorporated herein by reference).
31.1   Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director).
 
31.2   Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director).
 
32.1   Section 1350 Certification (Certification of President and Director).
 
32.2   Section 1350 Certification (Certification of Chief Financial Officer and Director).
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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.
 
GLOBAL DIVERSIFIED 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