GRANT PARK FUTURES FUND LIMITED PARTNERSHIP - FORM 10-Q

Attached files

file	filename
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 - GRANT PARK FUTURES FUND LIMITED PARTNERSHIP	ex31-2.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934 - GRANT PARK FUTURES FUND LIMITED PARTNERSHIP	ex31-1.htm
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - GRANT PARK FUTURES FUND LIMITED PARTNERSHIP	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: September 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to .

Commission File Number: 0-50316

Grant Park Futures Fund

Limited Partnership

(Exact name of registrant as specified in its charter)

Illinois		36-3596839
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Dearborn Capital Management, L.L.C. 626 West Jackson Boulevard, Suite 600 Chicago, Illinois 60661
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (312) 756-4450

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 ý No o

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 o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý

Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No ý

table of contents

GRANT PARK FUTURES FUND LIMITED PARTNERSHIP

QUARTER ENDED September 30, 2009

INDEX

PART I - FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Consolidated Statements of Financial Condition as of September 30, 2009 (unaudited) and December 31, 2008 (audited)	1

		Consolidated Condensed Schedule of Investments as of September 30, 2009 (unaudited)	2

		Condensed Schedule of Investments as of December 31, 2008 (audited)	5

		Consolidated Statements of Operations for the three months ended September 30, 2009 and 2008 (unaudited)	8

		Consolidated Statements of Operations for the nine months ended September 30, 2009 and 2008 (unaudited)	9

		Consolidated Statements of Changes in Partners’ Capital (Net Asset Value) for the three and nine months ended September 30, 2009 and 2008 (unaudited)	10

		Notes to Consolidated Financial Statements (unaudited)	14

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

	Item 4T.	Controls and Procedures	43

PART II - OTHER INFORMATION

	Item 1A.	Risk Factors	43

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

	Item 6.	Exhibits	45

SIGNATURES			46

table of contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Grant Park Futures Fund Limited Partnership

Consolidated Statements of Financial Condition

	September 30, 2009				December 31, 2008
	Class A, Class B, Legacy 1 Class, Legacy 2 Class		GAM 1 Class, GAM 2 Class, GAM 3 Class		Class A, Class B
	(Unaudited)		(Unaudited)		(Audited)
Assets
Equity in brokers’ trading accounts:
U.S. Government securities, at fair value	$	89,848,115	$	—	$	29,215,898
Government-sponsored enterprises, at fair value		—		—		15,695,417
Cash		44,546,103		—		11,972,086
Unrealized gain (loss) on open contracts, net		23,586,665		—		5,210,231
Deposits with brokers		157,980,883		—		62,093,632
Cash and cash equivalents		105,934,210		8,698,329		157,740,416
Certificates of deposit, at fair value		17,398,849		—		28,525,736
Commercial paper, at fair value		—		—		9,979,833
Government-sponsored enterprises, at fair value		524,872,071		—		311,078,226
U.S. Government securities, at fair value		44,825,933		—		—
Investment in unconsolidated trading companies		—		26,170,181		—
Redemption receivable		—		—		115,343,975
Interest receivable		10,664		—		233,208
Inter-class receivable, net		—		266,945		—
Total assets	$	851,022,610	$	35,135,455	$	684,995,026

Liabilities and Partners’ Capital
Liabilities
Brokerage commission payable	$	5,211,622	$	126,871	$	3,928,422
Accrued incentive fees		1,788,828		127,802		8,324,848
Organization and offering costs payable		192,485		6,694		297,332
Accrued operating expenses		171,226		5,578		136,617
Pending partner additions		1,148,370		8,311,101		22,690,889
Redemptions payable		5,919,249		250		6,021,709
Inter-class payable, net		266,945		—		—
Total liabilities		14,698,725		8,578,296		41,399,817

Partners’ Capital
Non-controlling interests		26,557,159		—		—
General Partner
Class A (3,008.66 and 4,348.18 units outstanding at September 30, 2009 and December 31, 2008, respectively)		4,379,153		—		6,827,509
Class B (427.01 units outstanding at September 30, 2009)		534,813		—		—
Legacy 1 Class (1,025.00 units outstanding at September 30, 2009)		1,007,528		—		—
Legacy 2 Class (1,000.00 units outstanding at September 30, 2009)		981,949		—		—
GAM 1 Class (1,044.66 units outstanding at September 30, 2009)		—		1,039,159		—
GAM 2 Class (561.52 units outstanding at September 30, 2009)		—		557,331		—
GAM 3 Class (500.00 units outstanding at September 30, 2009)		—		491,108		—
Limited Partners
Class A (49,655.38 and 52,408.70 units outstanding at September 30, 2009 and December 31, 2008, respectively)		72,274,302		—		82,292,140
Class B (580,289.12 and 408,160.74 units outstanding at September 30, 2009 and December 31, 2008, respectively)		726,785,884		—		554,475,560
Legacy 1 Class (2,276.28 units outstanding at September 30, 2009)		2,237,482		—		—
Legacy 2 Class (1,594.40 units outstanding at September 30, 2009)		1,565,615		—		—
GAM 1 Class (2,263.53 units outstanding at September 30, 2009)		—		2,251,618		—
GAM 2 Class (3,124.62 units outstanding at September 30, 2009)		—		3,101,307		—
GAM 3 Class (19,462.76 units outstanding at September 30, 2009)		—		19,116,636		—
Total partners’ capital		836,323,885		26,557,159		643,595,209
Total liabilities and partners’ capital	$	851,022,610	$	35,135,455	$	684,995,026

The accompanying notes are an integral part of these consolidated financial statements.

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Grant Park Futures Fund Limited Partnership

Consolidated Condensed Schedule of Investments

September 30, 2009

(Unaudited)

	Unrealized gain/(loss) on open long contracts			Percent of Partners’ Capital			Unrealized gain/(loss) on open short contracts			Percent of Partners’ Capital			Net unrealized gain/(loss) on open contracts			Percent of Partners’ Capital
Futures Contracts *
U.S. Futures Positions:
Currencies	$	5,797,711			0.7	%	$	174,890			**		$	5,972,601			0.7	%
Energy		(415,050	)		**			(1,249,313	)		(0.1	)%		(1,664,363	)		(0.2	)%
Grains		(1,268,902	)		(0.2	)%		1,361,386			0.2	%		92,484			**
Interest rates		3,071,950			0.4	%		(189,914	)		**			2,882,036			0.3	%
Meats		(9,262	)		**			(121,522	)		**			(130,784	)		**
Metals		2,463,563			0.3	%		4,662			**			2,468,225			0.3	%
Soft commodities		4,845,949			0.6	%		(2,049,231	)		(0.2	)%		2,796,718			0.3	%
Stock indices and single stock futures		905,235			0.1	%		25,942			**			931,177			0.1	%
Total U.S. Futures Positions		15,391,194						(2,043,100	)					13,348,094
Foreign Futures Positions:
Energy		(562,260	)		(0.1	)%		337,918			**			(224,342	)		**
Grains		—			**			74,217			**			74,217			**
Interest rates		5,562,972			0.7	%		19,638			**			5,582,610			0.7	%
Metals		9,885,041			1.2	%		(9,013,983	)		(1.1	)%		871,058			0.1	%
Soft commodities		401,375			**			(96,810	)		**			304,565			**
Stock indices		455,320			0.1	%		26,073			**			481,393			0.1	%
Total Foreign Futures Positions		15,742,448						(8,652,947	)					7,089,501
Total Futures Contracts		31,133,642			3.7	%		(10,696,047	)		(1.3	)%		20,437,595			2.4	%
Forward Contracts *
Currencies		3,067,982			0.4	%		(58,362	)		**			3,009,620			0.4	%

Options on Futures Contracts*
Currencies		147,700			**			—			**			147,700			**
Indices		4,370			**			(12,620	)		**			(8,250	)		**
Total Options on Futures Contracts		152,070			**			(12,620	)		**			139,450			**

Total Futures, Forward and Options on Futures Contracts	$	34,353,694			4.1	%	$	(10,767,029	)		(1.3	)%	$	23,586,665			2.8	%

____________

No individual futures, forward, and option of futures contract position constituted greater than 1 percent of partners’ capital. Accordingly, the number of contracts and expiration dates are not presented.

Represents less than 0.1% of partners’ capital.

Certificates of deposit
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	240,000	11/30/2009	Liberty Federal Bank, 1.7%	$	242,669		*
	240,000	12/29/2009	Cole Taylor Bank, 1.7%		242,739		*
	240,000	12/29/2009	Nature Coast Bank, 1.8%		242,819		*
	240,000	12/18/2009	Anchorbank, 2.5%		244,701		*
	240,000	11/12/2009	Huntington National Bank, 3.8%		247,964		*
	240,000	11/17/2009	Mercantile Bank of Michigan, 3.6%		247,527		*
	240,000	12/17/2009	Goldman Sachs Bank, 2.5%		244,734		*
	240,000	12/18/2009	GE Money Bank, 2.6%		244,812		*
	15,000,000	2/2/2010	Harris Bank, 2.0%		15,195,813		1.8	%
	245,000	6/24/2010	Westernbank, 1.5%		245,071		*
		Total Certificates of deposit		$	17,398,849		2.1	%

____________

Represents less than 0.1% of partners’ capital.

The accompanying notes are an integral part of these consolidated financial statements.

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Grant Park Futures Fund Limited Partnership

Consolidated Condensed Schedule of Investments (continued)

September 30, 2009

(Unaudited)

Government-sponsored enterprises
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	10,000,000	10/5/2009	Federal Home Loan Bank, 3 month LIBOR minus 4 basis points quarterly reset	$	10,013,151		1.2	%
	15,000,000	10/19/2009	Freddie Mac, 1 month LIBOR minus 6 basis points monthly reset		15,000,692		1.8	%
	20,000,000	12/28/2009	Federal Home Loan Bank Discount Note, 0.9%		19,958,444		2.4	%
	20,000,000	12/30/2009	Farmer Mac, 1.0%		20,050,556		2.4	%
	20,000,000	2/5/2010	Federal Home Loan Bank, 1.0%		20,030,402		2.4	%
	12,700,000	2/19/2010	Federal Home Loan Bank, 3 month LIBOR minus 3.5 basis points quarterly reset		12,697,032		1.5	%
	20,000,000	3/4/2010	Federal Home Loan Bank, 1.1%		20,015,750		2.4	%
	14,500,000	6/25/2010	Federal Home Loan Bank, 0.7%		14,532,987		1.7	%
	20,000,000	8/5/2010	Fannie Mae, 3 month LIBOR minus 5 basis points quarterly reset		20,012,050		2.4	%
	25,000,000	8/24/2010	Freddie Mac, 3 month LIBOR minus 2 basis points quarterly reset		25,010,209		3.0	%
	25,000,000	9/3/2010	Freddie Mac, 3 month LIBOR minus 2 basis points quarterly reset		25,006,113		3.0	%
	25,000,000	9/24/2010	Freddie Mac, 3 month LIBOR minus 3 basis points quarterly reset		25,001,243		3.0	%
	10,000,000	11/8/2010	Federal Home Loan Bank, 3 month LIBOR minus 19 basis points quarterly reset		10,004,110		1.2	%
	24,500,000	11/26/2010	Federal Home Loan Bank, 3 month LIBOR minus 15 basis points quarterly reset		24,501,796		2.9	%
	14,500,000	12/6/2010	Federal Home Loan Bank, 3 month LIBOR minus 15 basis points quarterly reset		14,501,731		1.7	%
	25,000,000	2/1/2011	Freddie Mac, 3 month LIBOR minus 13 basis points quarterly reset		25,013,544		3.0	%
	20,000,000	2/14/2011	Federal Farm Credit Bank, 1 month LIBOR minus 3 basis points monthly reset		19,993,697		2.4	%
	9,700,000	3/29/2011	Federal Home Loan Bank , 0.5%		9,700,269		1.2	%
	20,000,000	4/28/2011	Freddie Mac, 1.3%		20,106,250		2.4	%
	20,000,000	5/27/2011	Fannie Mae, 3 month LIBOR plus 10 basis points quarterly reset		20,007,557		2.4	%
	25,000,000	6/17/2011	Freddie Mac, 3 month LIBOR plus 10 basis points quarterly reset		25,003,825		3.0	%
	20,000,000	7/7/2011	Freddie Mac, 1.6%		20,063,484		2.4	%
	25,000,000	7/20/2011	Federal Home Loan Bank, 1.0%		25,049,306		3.0	%
	25,000,000	8/17/2011	Fannie Mae, 1.6%		25,016,493		3.0	%
	24,500,000	8/24/2011	Freddie Mac, 1.5%		24,537,771		2.9	%
	24,500,000	8/24/2011	Federal Home Loan Bank, 1.2%		24,530,217		2.9	%
	9,500,000	9/2/2011	Freddie Mac, 1.8%		9,513,392		1.1	%
		Total Government-sponsored enterprises		$	524,872,071		62.7	%

U.S. Government securities
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	15,000,000	8/26/2010	U.S. Treasury Bills, 0.4%	$	14,947,908		1.2	%
	30,000,000	9/23/2010	U.S. Treasury Bills, 0.4%		29,878,025		3.6	%
		Total U.S. Government securities		$	44,825,933		4.8	%

The accompanying notes are an integral part of these consolidated financial statements.

table of contents

Grant Park Futures Fund Limited Partnership

Consolidated Condensed Schedule of Investments (continued)

September 30, 2009

(Unaudited)

U.S. Government securities in brokers’ trading accounts***
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	6,500,000	11/5/2009	U.S. Treasury Bills, 0.3% (cost $6,490,230)	$	6,497,841		0.8	%
	4,000,000	11/12/2009	U.S. Treasury Bills, 0.3% (cost $3,994,976)		3,998,605		0.5	%
	3,500,000	11/27/2009	U.S. Treasury Bills, 0.3% (cost $3,494,840)		3,498,145		0.4	%
	10,000,000	12/3/2009	U.S. Treasury Bills, 0.2% (cost $9,990,039)		9,995,783		1.2	%
	3,500,000	12/3/2009	U.S. Treasury Bills, 0.3% (cost $3,494,635)		3,497,824		0.4	%
	1,000,000	12/10/2009	U.S. Treasury Bills, 0.3% (cost $998,559)		999,355		0.1	%
	23,000,000	12/15/2009	U.S. Treasury Notes, 3.5% (cost $23,704,375)		23,394,111		2.8	%
	4,500,000	12/17/2009	U.S. Treasury Bills, 0.3% (cost $4,493,180)		4,496,516		0.5	%
	6,700,000	12/31/2009	U.S Treasury Bills, 0.3% (cost $6,688,822)		6,693,325		0.8	%
	5,000,000	1/14/2010	U.S Treasury Bills, 0.3% (cost $4,993,138)		4,995,399		0.6	%
	7,000,000	1/14/2010	U.S Treasury Bills, 0.2% (cost $6,992,117)		6,994,538		0.8	%
	3,500,000	2/4/2010	U.S Treasury Bills, 0.3% (cost $3,495,353)		3,496,362		0.4	%
	10,000,000	3/4/2010	U.S Treasury Bills, 0.2% (cost $9,991,203)		9,991,550		1.2	%
	1,300,000	3/11/2010	U.S Treasury Bills, 0.2% (cost $1,298,718)		1,298,761		0.2	%
		Total U.S. Government securities		$	89,848,115		10.7	%

____________

***

Pledged as collateral for the trading of futures, forward and option on futures contracts.

The accompanying notes are an integral part of these consolidated financial statements.

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Grant Park Futures Fund Limited Partnership

Condensed Schedule of Investments

December 31, 2008

	No. of contracts
	Expiration Date		Long		Short		Unrealized gain/(loss) on open long contracts			Percent of Partners’ Capital			Unrealized gain/(loss) on open short contracts			Percent of Partners’ Capital			Net unrealized gain/(loss) on open contracts			Percent of Partners’ Capital
Futures Contracts*
U.S. Futures Positions:
Currencies							$	(375,126	)		(0.1	)%	$	47,001			**		$	(328,125	)		(0.1	)%
Energy								5,640			**			(145,915	)		**			(140,275	)		**
Grains								57,264			**			(207,024	)		**			(149,760	)		**
Interest rates								(150,471	)		**			(1,063	)		**			(151,534	)		**
Meats								332			**			(77,490	)		**			(77,158	)		**
Metals								57,033			**			(123,818	)		**			(66,785	)		**
Soft commodities								(1,690	)		**			(116,292	)		**			(117,982	)		**
Stock indices								81,725			**			12,201			**			93,926			**
Total U.S. Futures Positions								(325,293	)					(612,400	)					(937,693	)
Foreign Futures Positions:
Energy								—			**			188,636			**			188,636			**
Grains								—			**			(1,016	)		**			(1,016	)		**
Interest rates								5,693,855			0.9	%		(244,950	)		**			5,448,905			0.8	%
Metals
Aluminum		03/09		449		471		(6,717,297	)		(1.0	)%		8,461,295			1.3	%		1,743,998			0.3	%
Other Metals								(8,929,298	)		(1.4	)%		9,148,339			1.4	%		219,041			**
Soft commodities								95,511			**			15,170			**			110,681			**
Stock indices								49,768			**			(218,881	)		**			(169,113	)		**
Total Foreign Futures Positions								(9,807,461	)					17,348,593						7,541,132
Total Futures Contracts							$	(10,132,754	)		(1.6	)%	$	16,736,193			2.6	%	$	6,603,439			1.0	%
Forward Contracts *
Currencies							$	336,467			0.1	%	$	(1,729,675	)		(0.3	)%	$	(1,393,208	)		(0.2	)%
Total Futures and Forward Contracts							$	(9,796,287	)		(1.5	)%	$	15,006,518			2.3	%	$	5,210,231			0.8	%

____________

	*	No individual futures and forward contract position, other than those presented, constituted greater than 1 percent of partners’ capital. Accordingly, the number of contracts and expiration dates are not presented.
	**	Represents less than 0.1% of partners’ capital.

Certificates of deposit
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	12,000,000	5/1/2009	Comerica Bank, 1 month LIBOR plus 15 basis points	$	12,021,183		1.9	%
	15,000,000	5/4/2009	Bank of America, 2.6%		15,060,417		2.3	%
	240,000	8/14/2009	Amcore Bank, 3.5%		241,120		*
	240,000	11/12/2009	Huntington National Bank, 3.8%		241,250		*
	240,000	11/17/2009	Mercantile Bank of Michigan, 3.6%		241,065		*
	240,000	12/17/2009	Goldman Sachs Bank, 2.6%		240,246		*
	240,000	12/18/2009	GE Money Bank, 2.6%		240,238		*
	240,000	12/18/2009	Anchorbank FSB, 2.5%		240,217		*
		Total Certificates of deposit		$	28,525,736		4.4	%

____________

Represents less than 0.1% of partners’ capital.

The accompanying notes are an integral part of these financial statements.

table of contents

Grant Park Futures Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2008

Commercial paper
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	10,000,000	2/3/2009	Hewlett-Packard Co., 2.2%	$	9,979,833		1.6	%
		Total Commercial paper		$	9,979,833		1.6	%

Government-sponsored enterprises
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	10,000,000	1/2/2009	Federal Farm Credit Bank, 3 month US Treasury bill plus 82 basis points weekly reset	$	10,030,603		1.6	%
	10,000,000	1/2/2009	Federal Home Loan Bank, 3.8%		10,093,944		1.6	%
	8,000,000	1/14/2009	Federal Home Loan Bank, 3 month LIBOR minus 20 basis points quarterly reset		8,081,089		1.3	%
	10,000,000	1/29/2009	Fannie Mae Discount Note, 2.3%		9,982,500		1.6	%
	7,500,000	2/13/2009	Federal Home Loan Bank Discount Note, 3.2%		7,472,229		1.2	%
	10,000,000	2/18/2009	Freddie Mac Discount Note, 2.3%		9,970,000		1.5	%
	10,000,000	2/24/2009	Freddie Mac Discount Note, 2.6%		9,961,150		1.5	%
	10,000,000	3/20/2009	Federal Home Loan Bank Discount Note, 2.9%		9,939,333		1.5	%
	8,000,000	4/1/2009	Farmer Mac, 2.3%		8,046,000		1.3	%
	8,000,000	4/7/2009	Freddie Mac, 2.4%		8,044,911		1.3	%
	10,000,000	4/15/2009	Federal Home Loan Bank Discount Note, 3.0%		9,917,378		1.5	%
	10,500,000	4/17/2009	Federal Home Loan Bank Discount Note, 3.2%		10,404,158		1.6	%
	10,000,000	4/24/2009	Federal Home Loan Bank, 1 month LIBOR minus 8 basis points monthly reset		9,998,363		1.6	%
	8,000,000	4/24/2009	Farmer Mac, 2.3%		8,034,244		1.2	%
	10,000,000	4/27/2009	Federal Home Loan Bank Discount Note, 2.8%		9,909,778		1.5	%
	10,000,000	4/30/2009	Federal Home Loan Bank, 2.6%		10,044,479		1.6	%
	10,000,000	5/4/2009	Federal Home Loan Bank Discount Note, 1.7%		9,943,625		1.5	%
	10,000,000	5/11/2009	Federal Home Loan Bank Discount Note, 3.0%		9,895,278		1.5	%
	10,000,000	5/13/2009	Fannie Mae Discount Note, 1.2%		9,956,000		1.5	%
	12,000,000	5/20/2009	Federal Home Loan Bank, 3 month LIBOR minus 18 basis points quarterly reset		12,025,644		1.9	%
	8,000,000	5/20/2009	Federal Home Loan Bank Discount Note, 1.4%		7,958,300		1.2	%
	8,000,000	6/30/2009	Federal Home Loan Bank, 3.0%		8,000,667		1.2	%
	8,000,000	7/14/2009	Federal Home Loan Bank, 3.2%		8,116,755		1.3	%
	10,000,000	8/20/2009	Federal Home Loan Bank, 3.1%		10,109,167		1.6	%
	8,500,000	10/5/2009	Federal Home Loan Bank, 3 month LIBOR minus 4 basis points quarterly reset		8,587,338		1.3	%
	12,500,000	10/19/2009	Freddie Mac, 1 month LIBOR minus 6 basis points monthly reset		12,501,579		1.9	%
	7,000,000	11/25/2009	Freddie Mac, 2.1%		7,014,292		1.1	%
	10,000,000	12/1/2009	Federal Home Loan Bank, 2.0%		10,016,667		1.6	%
	11,000,000	12/15/2009	Federal Home Loan Bank, 1.8%		11,008,996		1.7	%
	11,000,000	12/16/2009	Freddie Mac, 1.9%		11,008,708		1.7	%
	15,000,000	12/30/2009	Farmer Mac, 1.0%		15,000,417		2.3	%
	10,000,000	2/9/2010	Federal Home Loan Bank, 3 month LIBOR minus 3.5 basis points		10,004,634		1.6	%
		Total Government-sponsored enterprises		$	311,078,226		48.3	%

The accompanying notes are an integral part of these financial statements.

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Grant Park Futures Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2008

U.S. Government securities***
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	5,500,000	6/4/2009	U.S. Treasury Bills, 0.2% (cost $5,493,705)	$	5,497,798		0.8	%
	23,000,000	12/15/2009	U.S. Treasury Notes, 3.5% (cost $23,682,812)		23,718,100		3.7	%
		Total U.S. Government securities		$	29,215,898		4.5	%

Government-sponsored enterprises in brokers’ trading accounts***
Face Value		Maturity Date	Description	Fair Value		Percent of Partners’ Capital
$	6,700,000	1/2/2009	Federal Home Loan Bank Discount Note, 0.4%	$	6,699,993		1.0	%
	4,000,000	3/9/2009	Freddie Mac Discount Note, 2.7%		3,998,295		0.6	%
	5,000,000	5/4/2009	Federal Home Loan Bank Discount Note, 1.7%		4,997,129		0.8	%
		Total Government-sponsored enterprises		$	15,695,417		2.4	%

____________

***

Pledged as collateral for the trading of futures, forward and option on futures contracts.

The accompanying notes are an integral part of these financial statements.

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Grant Park Futures Fund Limited Partnership

Consolidated Statements of Operations

For the Three Months Ended September 30, 2009 and 2008

	September 30, 2009						September 30, 2008
	Class A, Class B, Legacy 1 Class, Legacy 2 Class			GAM 1 Class, GAM 2 Class, GAM 3 Class			Class A, Class B
	(Unaudited)			(Unaudited)			(Unaudited)

Net gains (losses) on investments
Net gain (loss) from trading
Realized	$	1,845,064		$	–		$	(5,311,272	)
Change in unrealized		23,885,788			–			(12,847,743	)
Commissions		(3,141,586	)		–			(1,701,641	)

Net gains (losses) from trading		22,589,266			–			(19,860,656	)

Income allocated from Dearborn Select Master Fund, SPC		–			–			(9,894,659	)
Gain from investments in unconsolidated trading companies		–			608,330			–
Total gains (losses) on investments		22,589,266			608,330			(29,755,315	)

Net investment income
Income
Interest income		1,160,703			39,010			2,893,792

Expenses from operations
Brokerage commission		13,057,517			228,090			8,491,761
Incentive fees		1,788,829			127,802			111,614
Operating expenses		510,817			12,780			350,687
Organizational and offering costs		573,982			15,336			–

Total expenses		15,931,145			384,008			8,954,062

Net investment (loss)		(14,770,442	)		(344,998	)		(6,060,270	)

Non-controlling interests in (earnings) losses		(608,330	)		–			–

Net income (loss)	$	7,210,494		$	263,332		$	(35,815,585	)

Net income (loss) per unit from operations (based on weighted average number of units outstanding during the period):
General Partner & Limited Partner Class A Units	$	15.03	$	N/A	$	(93.39	)
General Partner & Limited Partner Class B Units	$	10.91	$	N/A	$	(82.55	)
General Partner & Limited Partner Legacy 1 Class Units	$	13.49	$	N/A	$	N/A
General Partner & Limited Partner Legacy 2 Class Units	$	13.31	$	N/A	$	N/A
General Partner & Limited Partner GAM 1 Class Units	$	N/A	$	10.05	$	N/A
General Partner & Limited Partner GAM 2 Class Units	$	N/A	$	8.81	$	N/A
General Partner & Limited Partner GAM 3 Class Units	$	N/A	$	4.47	$	N/A

Increase (decrease) in net asset value per unit for the period:
General Partner & Limited Partner Class A Units	$	15.03	$	N/A	$	(94.13	)
General Partner & Limited Partner Class B Units	$	10.91	$	N/A	$	(84.47	)
General Partner & Limited Partner Legacy 1 Class Units	$	13.49	$	N/A	$	N/A
General Partner & Limited Partner Legacy 2 Class Units	$	13.31	$	N/A	$	N/A
General Partner & Limited Partner GAM 1 Class Units	$	N/A	$	10.05	$	N/A
General Partner & Limited Partner GAM 2 Class Units	$	N/A	$	8.81	$	N/A
General Partner & Limited Partner GAM 3 Class Units	$	N/A	$	4.47	$	N/A

The accompanying notes are an integral part of these consolidated financial statements.

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Grant Park Futures Fund Limited Partnership

Consolidated Statements of Operations

For the Nine Months Ended September 30, 2009 and 2008

	September 30, 2009						September 30, 2008
	Class A, Class B, Legacy 1 Class, Legacy 2 Class			GAM 1 Class, GAM 2 Class, GAM 3 Class			Class A, Class B
	(Unaudited)			(Unaudited)			(Unaudited)

Net gains (losses) on investments
Net gain (loss) from trading
Realized	$	(32,650,299	)	$	–		$	81,411,635
Change in unrealized		18,752,471			–			(4,844,873	)
Commissions		(8,705,979	)		–			(4,866,660	)

Net gains (losses) from trading		(22,603,807	)		–			71,700,102

Income allocated from Dearborn Select Master Fund, SPC		–			–			6,542,915
Loss allocated from GP 1, LLC		(2,740,621	)		–			–
Gain from investments in unconsolidated trading companies		–			437,553			–
Total gains (losses) on investments		(25,344,428	)		437,553			78,243,017

Net investment income
Income
Interest income		5,133,333			39,010			9,301,255

Expenses from operations
Brokerage commission		38,232,727			280,385			24,506,603
Incentive fees		4,197,484			144,478			17,007,165
Operating expenses		1,516,188			15,940			1,015,952
Organizational and offering costs		2,223,190			19,128			–

Total expenses		46,169,589			459,931			42,529,720

Net investment (loss)		(41,036,256	)		(420,921	)		(33,228,465	)

Non-controlling interest in (earnings) losses		(437,553	)		–			–

Net income (loss)	$	(66,818,237	)	$	16,632		$	45,014,552

Net income (loss) per unit from operations (based on weighted average number of units outstanding during the period):
General Partner & Limited Partner Class A Units	$	(114.68	)	$	N/A		$	135.77
General Partner & Limited Partner Class B Units	$	(106.02	)	$	N/A		$	114.26
General Partner & Limited Partner Legacy 1 Class Units	$	(17.05	)	$	N/A		$	N/A
General Partner & Limited Partner Legacy 2 Class Units	$	(18.05	)	$	N/A		$	N/A
General Partner & Limited Partner GAM 1 Class Units	$	N/A		$	(5.27	)	$	N/A
General Partner & Limited Partner GAM 2 Class Units	$	N/A		$	(7.46	)	$	N/A
General Partner & Limited Partner GAM 3 Class Units	$	N/A		$	(17.78	)	$	N/A

Increase (decrease) in net asset value per unit for the period:
General Partner & Limited Partner Class A Units	$	(114.68	)	$	N/A		$	133.52
General Partner & Limited Partner Class B Units	$	(106.02	)	$	N/A		$	108.42
General Partner & Limited Partner Legacy 1 Class Units	$	(17.05	)	$	N/A		$	N/A
General Partner & Limited Partner Legacy 2 Class Units	$	(18.05	)	$	N/A		$	N/A
General Partner & Limited Partner GAM 1 Class Units	$	N/A		$	(5.27	)	$	N/A
General Partner & Limited Partner GAM 2 Class Units	$	N/A		$	(7.46	)	$	N/A
General Partner & Limited Partner GAM 3 Class Units	$	N/A		$	(17.78	)	$	N/A

The accompanying notes are an integral part of these consolidated financial statements.

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Grant Park Futures Fund Limited Partnership

Consolidated Statements of Changes in Partners’ Capital (Net Asset Value)

Nine Months Ended September 30, 2009

(Unaudited)

	Class A												Class B
	General Partner						Limited Partners						General Partner						Limited Partners
	Number of Units			Amount			Number of Units			Amount			Number of Units			Amount			Number of Units			Amount
Partners’ capital, December 31, 2008		4,348.18		$	6,827,509			52,408.70		$	82,292,140			—		$	—			408,160.74		$	554,475,560
Contributions		—			—			1,656.55			2,601,110			1,978.62			2,650,000			199,466.15			267,192,606
Redemptions		—			—			(1,883.09	)		(2,856,298	)		—			—			(8,105.44	)		(10,672,187	)
Net income (loss)		—			(335,375	)		—			(4,125,336	)		—			(99,588	)		—			(38,223,165	)
Partners’ capital, March 31, 2009		4,348.18		$	6,492,134			52,182.16		$	77,911,616			1,978.62		$	2,550,412			599,521.45		$	772,772,814
Contributions		—			—			—			—			—			—			—			—
Redemptions		(1,339.52	)		(2,000,000	)		(949.58	)		(1,393,123	)		(1,551.61	)		(2,000,000	)		(8,422.19	)		(10,641,580	)
Net income (loss)		—			(158,207	)		—			(2,718,689	)		—			(20,255	)		—			(28,251,693	)
Partners’ capital, June 30, 2009		3,008.66		$	4,333,927			51,232.58		$	73,799,804			427.01		$	530,157			591,099.26		$	733,879,541
Contributions		—			—			—			—			—			—			—			—
Redemptions		—			—			(1,577.20	)		(2,275,793	)		—			—			(10,810.14	)		(13,420,727	)
Net income (loss)		—			45,226			—			750,291			—			4,656			—			6,327,070
Partners’ capital, September 30, 2009		3,008.66		$	4,379,153			49,655.38		$	72,274,302			427.01		$	534,813			580,289.12		$	726,785,884

Net asset value per unit at December 31, 2008	$	1,570.20	$	1,358.47
Net asset value per unit at March 31, 2009	$	1,493.07	$	1,288.98
Net asset value per unit at June 30, 2009	$	1,440.49	$	1,241.55
Net asset value per unit at September 30, 2009	$	1,455.52	$	1,252.46

The accompanying notes are an integral part of these consolidated financial statements.

Grant Park Futures Fund Limited Partnership

Consolidated Statements of Changes in Partners’ Capital (Net Asset Value)

Nine Months Ended September 30, 2009

(Unaudited) (continued)

	Legacy 1 Class										Legacy 2 Class											Non-Controlling
	General Partner					Limited Partners					General Partner					Limited Partners						Interests
	Number of Units		Amount			Number of Units		Amount			Number of Units		Amount			Number of Units			Amount			Number of Units			Amount			Total Amount
Partners’ capital, December 31, 2008		—	$	—			—	$	—			—	$	—			—		$	—			—		$	—		$	643,595,209
Contributions		—		—			—		—			—		—			—			—			—			—			272,443,716
Redemptions		—		—			—		—			—		—			—			—			—			—			(13,528,485	)
Net income (loss)		—		—			—		—			—		—			—			—			—			—			(42,783,464	)
Partners’ capital, March 31, 2009		—	$	—			—	$	—			—	$	—			—		$	—			—		$	—		$	859,726,976
Contributions		1,025.00		1,025,000			385.12		384,527			1,000.00		1,000,000			839.75			836,009			9,056.93			9,119,954			12,365,490
Redemptions		—		—			—		—			—		—			—			—			—			—			(16,034,703	)
Net income (loss)		—		(31,303	)		—		(11,169	)		—		(31,360	)		—			(22,591	)		—			(246,700	)		(31,491,967	)
Partners’ capital, June 30, 2009		1,025.00	$	993,697			385.12	$	373,358			1,000.00	$	968,640			839.75		$	813,418			9,056.93		$	8,873,254		$	824,565,796
Contributions		—		—			1,891.16		1,831,650			—		—			754.90			728,810			17,900.42			17,420,823			19,981,283
Redemptions		—		—			—		—			—		—			(.25	)		(250	)		(.25	)		(250	)		(15,697,020	)
Net income (loss)		—		13,831			—		32,474			—		13,309			—			23,637			—			263,332			7,473,826
Partners’ capital, September 30, 2009		1,025.00	$	1,007,528			2,276.28	$	2,237,482			1,000.00	$	981,949			1,594.40		$	1,565,615			26,957.10		$	26,557,159		$	836,323,885

Net asset value per unit at December 31, 2008
Net asset value per unit at March 31, 2009
Net asset value per unit at June 30, 2009	$	969.46	$	968.64
Net asset value per unit at September 30, 2009	$	982.95	$	981.95

The accompanying notes are an integral part of these consolidated financial statements.

Grant Park Futures Fund Limited Partnership

Consolidated Statements of Changes in Partners’ Capital (Net Asset Value)

Nine Months Ended September 30, 2009

(Unaudited) (continued)

	GAM 1 Class										GAM 2 Class											GAM 3 Class
	General Partner					Limited Partners					General Partner					Limited Partners						General Partner					Limited Partners
	Number of Units		Amount			Number of Units		Amount			Number of Units		Amount			Number of Units			Amount			Number of Units		Amount			Number of Units		Amount			Total Amount
Partners’ capital, March 31, 2009		—	$	—			—	$	—			—	$	—			—		$	—			—	$	—			—	$	—		$	—
Contributions		1,044.66		1,045,000			570.11		575,393			500.00		500,000			614.40			620,794			500.00		500,000			5,827.76		5,878,767			9,119,954
Redemptions		—		—			—		—			—		—			—			—			—		—			—		—			—
Net income (loss)		—		(16,337	)		—		(14,013	)		—		(8,137	)		—			(16,392	)		—		(11,127	)		—		(180,694	)		(246,700	)
Partners’ capital, June 30, 2009		1,044.66	$	1,028,663			570.11	$	561,380			500.00	$	491,863			614.40		$	604,402			500.00	$	488,873			5,827.76	$	5,698,073		$	8,873,254
Contributions		—		—			1,693.42		1,660,300			61.52		60,000			2,510.47			2,456,984			—		—			13,635.00		13,243,539			17,420,823
Redemptions		—		—			—		—			—		—			(.25	)		(250	)		—		—			—		—			(250	)
Net income (loss)		—		10,496			—		29,938			—		5,468			—			40,171			—		2,235			—		175,024			263,332
Partners’ capital, September 30, 2009		1,044.66	$	1,039,159			2,263.53	$	2,251,618			561.52	$	557,331			3,124.62		$	3,101,307			500.00	$	491,108			19,462.76	$	19,116,636		$	26,557,159

Net asset value per unit at March 31, 2009
Net asset value per unit at June 30, 2009	$	984.69	$	983.73	$	977.75
Net asset value per unit at September 30, 2009	$	994.74	$	992.54	$	982.22

The accompanying notes are an integral part of these consolidated financial statements.

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Grant Park Futures Fund Limited Partnership

Statements of Changes in Partners’ Capital (Net Asset Value) (continued)

Nine Months Ended September 30, 2008

(Unaudited)

						Limited Partners						Limited Partners
	General Partner					Class A						Class B
	Number of Units		Amount			Number of Units			Amount			Number of Units			Amount			Total Amount
Partners’ capital, December 31, 2007		3,671.69	$	4,807,965			51,371.93		$	67,269,942			335,708.69		$	383,607,889		$	455,685,796
Contributions		101.66		145,000			3,225.36			4,586,679			14,930.87			18,253,725			22,985,404
Redemptions		—		—			(7,032.62	)		(10,220,140	)		(7,071.19	)		(8,784,902	)		(19,005,042	)
Offering Costs		—		—			—			(40,615	)		—			(647,318	)		(687,933	)
Net Income (loss)		—		565,564			—			7,967,521			—			45,094,674			53,627,759
Partners’ capital, March 31, 2008		3,773.35		5,518,529			47,564.67			69,563,387			343,568.37			437,524,068			512,605,984
Contributions		125.03		185,000			2,782.62			4,104,340			27,798.96			35,615,357			39,904,697
Redemptions		—		—			(1,724.37	)		(2,537,963	)		(8,115.68	)		(10,548,734	)		(13,086,697	)
Offering Costs		—		—			—			(39,363	)		—			(709,386	)		(748,749	)
Net Income (loss)		—		288,734			—			3,648,604			—			23,265,040			27,202,378
Partners’ capital, June 30, 2008		3,898.38		5,992,263			48,622.92			74,739,005			363,251.65			485,146,345			565,877,613
Contributions		251.58		370,000			3,754.95			5,521,274			32,495.86			41,487,549			47,378,823
Redemptions		—		—			(1,650.57	)		(2,377,131	)		(6,785.48	)		(8,482,314	)		(10,859,445	)
Offering Costs		—		—			—			(39,764	)		—			(722,356	)		(762,120	)
Net Income (loss)		—		(373,908	)		—			(4,644,361	)		—			(30,797,316	)		(35,815,585	)
Partners’ capital, September 30, 2008		4,149.96	$	5,988,355			50,727.30		$	73,199,023			388,962.03		$	486,631,908		$	565,819,286

Net asset value per unit at December 31, 2007	$	1,309.47	$	1,142.68
Net asset value per unit at March 31, 2008	$	1,462.50	$	1,273.47
Net asset value per unit at June 30, 2008	$	1,537.12	$	1,335.57
Net asset value per unit at September 30, 2008	$	1,442.99	$	1,251.10

The accompanying notes are an integral part of these financial statements.

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Grant Park Futures Fund Limited Partnership

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Nature of Business and Significant Accounting Policies

Nature of business: Grant Park Futures Fund Limited Partnership (the “Partnership”) was organized as a limited partnership under Illinois law in August 1988 and will continue until December 31, 2027, unless sooner terminated as provided for in its Limited Partnership Agreement. As a commodity investment pool, the Partnership is subject to the regulations of the Commodity Futures Trading Commission (“CFTC”), an agency of the United States (U.S.) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Partnership executes transactions. Additionally, the Partnership is subject to the requirements of futures commission merchants (“FCMs”) and interbank and other market makers through which the Partnership trades. Effective June 30, 2003, the Partnership became registered with the Securities and Exchange Commission (“SEC”); accordingly, as a registrant, the Partnership is subject to the regulatory requirements under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended.

The Partnership’s business is to trade, buy, sell, margin or otherwise acquire, hold or dispose of futures and forward contracts for commodities, financial instruments or currencies, any rights pertaining thereto and any options thereon, or on physical commodities. The Partnership may also engage in hedge, arbitrage and cash trading of commodities and futures.

The Partnership is a multi-advisor pool that carries out its purpose through trading by independent professional commodity trading advisors retained by Dearborn Capital Management, L.L.C. (the “General Partner”), the Partnership and, effective April 1, 2009, the Partnership’s subsidiary trading companies (each a “Trading Company” and collectively, the “Trading Companies”). The Trading Companies were set up to, among other things, segregate risk by commodity trading advisor. Effectively, this new structure isolates one trading advisor from another and any losses from one Trading Company will not carry over to the other Trading Companies. The following is a list of the trading companies, for which the Partnership is the sole member and all of which were organized as Delaware limited liability companies during the period from December 16, 2008 through February 6, 2009:

GP 1, LLC (“GP 1”) GP 7, LLC (“GP 7”)

GP 3, LLC (“GP 3”) GP 8, LLC (“GP 8”)

GP 4, LLC (“GP 4”) GP 9, LLC (“GP 9”)

GP 5, LLC (“GP 5”) GP 10, LLC (“GP 10”)

GP 6, LLC (“GP 6”) GP 11, LLC (“GP 11”)

Additionally, GP Cash Management, LLC was created on February 6, 2009 as a Delaware limited liability company to collectively manage and invest excess cash not required to be held at clearing brokers. The members of GP Cash Management, LLC are the Trading Companies.

Presentation of financial information: The financial statements include the accounts of the Partnership and were prepared without audit according to the rules and regulations of the SEC. The Partnership follows accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) that the Partnership follows to ensure consistent reporting. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, (the “Codification” or “ASC”). The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations. In our opinion, the accompanying interim, unaudited, financial statements contain all adjustments (consisting of normal recurring accruals) necessary and adequate disclosures to present fairly the financial position as of September 30, 2009 and the results of operations for the three and nine months ended September 30, 2009 and 2008.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our 2008 Annual Report on Form 10-K as filed with the SEC.

Classes of interests: The Partnership has seven classes of limited partner interests (each a “Class” and collectively, the “Interests”), Class A, Class B, Legacy 1 Class, Legacy 2 Class, Global Alternative Markets 1 (“GAM 1”) Class, Global Alternative Markets 2 (“GAM 2”) Class and Global Alternative Markets 3 (“GAM 3”) Class units.

The Class A and Class B units, are outstanding, but are no longer offered by the Partnership. Both Class A and Class B units are traded pursuant to identical trading programs and differ only in respect to the General Partner’s brokerage commission.

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The Legacy 1 Class and Legacy 2 Class units are traded pursuant to trading programs pursuing a technical trend trading philosophy, which is the same trading philosophy used for the Class A and Class B units. The Legacy 1 Class and Legacy 2 Class units differ in respect to the General Partner’s brokerage commission. The Legacy 1 Class and Legacy 2 Class units are initially being offered only to investors who are represented by approved selling agents who are directly compensated by the investor for services rendered in connection with an investment in the Partnership (such arrangements commonly referred to as “wrap-accounts”).

The GAM 1 Class, GAM 2 Class and GAM 3 Class units are traded pursuant to trading programs pursuing technical trend trading philosophies, as well as pattern recognition philosophies, focused on relatively shorter timeframes than the Legacy 1 Class and Legacy 2 Class units. The GAM 1 Class, GAM 2 Class and GAM 3 Class units differ in respect to the General Partner’s brokerage commission. The GAM 1 Class and GAM 2 Class units are initially being offered only to investors in wrap-accounts.

Significant accounting policies are as follows:

Consolidation: Effective April 1, 2009, Trading Companies in which an individual Class has a controlling or majority equity interest are consolidated by such Class. Investments in Trading Companies in which a Class does not have a controlling or majority equity interest are carried in the consolidated statement of financial condition at fair value. Fair value represents the proportionate share of the equity of a Class in a Trading Company and the amount that could reasonably be expected to be received by that Class if the investment was redeemed at the time of valuation. Each of the Trading Companies has an investment in GP Cash Management, LLC but no one Trading Company has a controlling or majority equity interest in GP Cash Management, LLC. Thus, the Trading Companies carry their investments in GP Cash Management, LLC at fair value and these investments are consolidated by the Class that has a controlling or majority equity interest in the Trading Companies.

All revenues, expenses, assets and liabilities borne by a specific Class are allocated to that Class in the consolidated financial statements. An inter-class receivable is set up in the consolidated statement of financial condition of GAM 1, GAM 2 and GAM 3 Class units which represents cash due from Class A, Class B, Legacy 1 Class and Legacy 2 Class units. A corresponding inter-class payable is shown in the statement of financial condition of Class A, Class B, Legacy 1 Class and Legacy 2 Class units which represents cash payable to GAM 1, GAM 2 and GAM 3 Class units. This inter-class receivable/payable represents the portion of GAM 1, GAM 2 and GAM 3 Class units’ cash that is invested in GP Cash Management, LLC and is included in Class A, Class B, Legacy 1 Class and Legacy 2 Class units’ financial statements. This inter-class receivable is used by GAM 1, GAM 2 and GAM 3 Class units to cover their share of the brokerage commission payable, accrued incentive fees payable, organization and offering costs payable and accrued operating expenses payable.

The consolidated financial statements of Class A, Class B, Legacy 1 Class and Legacy 2 Class units include the assets, liabilities and earnings of its majority-owned Trading Companies, GP 1, GP 3, GP 4, GP 5, GP 6, GP 7, GP 8, GP 9, GP 10, and GP 11. Class A, Class B, Legacy 1 Class and Legacy 2 Class units pursue a technical trend trading philosophy and are invested in the same Trading Companies. These classes of units are grouped together in the consolidated statement of financial condition and in the consolidated statement of operations. Separate financial highlights are presented for each of these classes in Note 9.

GAM 1, GAM 2 and GAM 3 Class units generally pursue technical trend trading philosophies, as well as pattern recognition philosophies focusing on relatively shorter time frames than Class A, Class B, Legacy 1 Class and Legacy 2 Class units so these Classes are grouped together in the consolidated statement of financial condition and in the consolidated statement of operations. GAM 1, GAM 2 and GAM 3 Class units are invested in GP 1, GP 3, GP 4, GP 6, GP 7, GP 9 and GP 11 but do not have a controlling or majority equity interest in these Trading Companies so their investments in these Trading Companies are shown in the consolidated statement of financial condition as Investment in unconsolidated trading companies. Separate financial highlights are presented for each of these classes in Note 9.

The consolidated financial statements are presented by groups of Classes because these groups of Classes have similar investment philosophies and similar allocations to the Trading Companies. Financial highlights are shown in Note 9 giving the limited partner an analysis by each specific Class.

For the period January 1, 2009 through March 31, 2009, The Partnership did not consolidate the results of GP 1 in its financial statements in accordance with FASB ASC 810, Consolidation, because the control and ownership structure was deemed to be temporary and the consolidation of these balances would not have enhanced the usefulness or understandability of information to the investor.

Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Cash and cash equivalents: Cash and cash equivalents include cash, overnight investments, U.S. treasury bills and short-term investments in interest-bearing demand deposits with banks and cash managers with maturities of three months or less. The Partnership maintains deposits with high quality financial institutions in amounts that are in excess of federally insured limits; however, the Partnership does not believe it is exposed to any significant credit risk.

Revenue recognition: Futures, options on futures, and forward contracts are recorded on a trade date basis and realized gains or losses are recognized when contracts are liquidated. Unrealized gains or losses on open contracts (the difference between contract trade price and market price) are reported in the consolidated statement of financial condition as a net unrealized gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with FASB ASC 210-20, Balance Sheet, Offsetting. Any change in net unrealized gain or loss from the preceding period is reported in the consolidated statement of operations. Fair value of exchange-traded contracts is based upon exchange settlement prices. Fair value of non-exchange-traded contracts is based on third party quoted dealer values on the Interbank market. Government-sponsored enterprises and commercial paper are stated at cost plus accrued interest, which approximates fair value.

Redemptions payable: Pursuant to the provisions of FASB ASC 480, Distinguishing Liabilities from Equity, redemptions approved by the General Partner prior to month end with a fixed effective date and fixed amount are recorded as redemptions payable as of month end.

Income taxes: No provision for income taxes has been made in these consolidated financial statements as each partner is individually responsible for reporting income or loss based on its respective share of the Partnership’s income and expenses as reported for income tax purposes.

Organization and offering costs: All expenses incurred in connection with the organization and the initial and ongoing public offering of Partnership Interests are paid by the General Partner and are reimbursed to the General Partner by the Partnership. This reimbursement is made monthly. Effective April 1, 2009, Class A units bear organization and offering expenses at an annual rate of 10 basis points (0.10 percent) of the adjusted net assets of the Class A units, calculated and payable monthly on the basis of month-end adjusted net assets. Legacy 1 Class, Legacy 2 Class, GAM 1 Class, GAM 2 Class, GAM 3 Class and, effective April 1, 2009, Class B units bear these expenses at an annual rate of 30 basis points (0.30 percent) of the adjusted net assets of the Legacy 1 Class, Legacy 2 Class, GAM 1 Class, GAM 2 Class, GAM 3 Class and Class B units, respectively, calculated and payable monthly on the basis of month-end adjusted net assets. Prior to April 1, 2009, Class A units and Class B units bore these expenses at an annual rate of 20 basis points (0.20 percent) and 60 basis points (0.60 percent), respectively, of the adjusted net assets of the Class A and Class B units, respectively, calculated and payable monthly on the basis of month-end adjusted net assets.

“Adjusted net assets” is defined as the month-end net assets of the particular class before accruals for fees and expenses and redemptions. In its discretion, the General Partner may require the Partnership to reimburse the General Partner in any subsequent calendar year for amounts that exceed these limits in any calendar year, provided that the maximum amount reimbursed by the Partnership will not exceed the overall limit. Amounts reimbursed by the Partnership with respect to the initial and ongoing public offering expenses are charged against partners’ capital at the time of reimbursement or accrual. Any amounts reimbursed by the Partnership with respect to organization expenses are expensed at the time the reimbursement is incurred or accrued. If the Partnership terminates prior to completion of payment of the calculated amounts to the General Partner, the General Partner will not be entitled to any additional payments, and the Partnership will have no further obligation to the General Partner. At September 30, 2009, all organization and offering costs incurred by the General Partner have been reimbursed.

Effective January 1, 2009, the Partnership has changed its accounting policy with respect to organization and offering costs. Prior to that date, the Partnership charged organization and offering costs directly to partners’ capital. The Partnership charges organization and offering costs to expense from operations as opposed to taking a direct charge to partners’ capital. This change was done on a prospective basis starting January 1, 2009. The effect of the change on net income (loss) is an increase in expense from operations of $589,318 and $2,242,318 and no change to partners’ capital for the three and nine months ended September 30, 2009, respectively. There is no cumulative effect of the change on the net asset value of the Partnership.

Foreign currency transactions: The Partnership’s functional currency is the U.S. dollar, however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the consolidated statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently.

Reclassification: Certain amounts in the 2008 financial statements have been reclassified to conform with the 2009 presentation.

Statement of Cash Flows: The Partnership has elected not to provide statements of cash flows as permitted by FASB ASC 230, Statement of Cash Flows.

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Recently adopted accounting pronouncements: FASB ASC 810, Consolidation, was issued to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. FASB ASC 810 clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, FASB ASC 810 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. The provisions of FASB ASC 810 were effective on January 1, 2009 and did not have a significant impact on the Partnership’s financial statements.

FASB ASC 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The provisions of FASB ASC 855 were effective for interim and annual periods ending after June 15, 2009. See Note 13.

In June 2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles, which establishes the FASB Accounting Standards Codification as the single source of authoritative nongovernmental U.S. GAAP. The Codification is effective for interim and annual periods ending after September 15, 2009. The Codification combines all authoritative standards into a comprehensive, topically organized online database. After the Codification launch on July 1, 2009 only one level of authoritative GAAP exists, other than guidance issued by the SEC. All other accounting literature excluded from the Codification is considered non-authoritative. The Codification impacts the Partnership’s financial statement disclosures since all future references to authoritative accounting literature will be references in accordance with the Codification. The adoption of FASB ASC 105 did not impact the Partnership’s financial condition or results of operations.

Note 2. Fair Value Measurements

The Partnership adopted the provisions of FASB ASC 820, Fair Value Measurements and Disclosures, on January 1, 2008. FASB ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurement and also emphasizes that fair value is a market-based measurement, not an entity-specific measurement. FASB ASC 820 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 and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under FASB ASC 820 as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under FASB ASC 820 are described below:

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2. Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.

Level 3. Inputs are unobservable for the asset or liability.

The following section describes the valuation techniques used by the Partnership to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

Fair value of exchange-traded contracts is based upon exchange settlement prices. Fair value of non-exchange-traded contracts is based on third party quoted dealer values on the Interbank market. U.S. Government securities, Government-sponsored enterprises and commercial paper are stated at cost plus accrued interest, which approximates fair value. The Partnership’s investment in unconsolidated trading companies is reported in the consolidated statement of financial condition at fair value. Fair value ordinarily is the value determined by the management of the unconsolidated trading companies in accordance with the valuation policies of the unconsolidated trading companies and as reported at the time of the Partnership’s valuation. Generally, the fair value of the Partnership’s investment in unconsolidated trading companies represents the amount that the Partnership could reasonably expect to receive from the unconsolidated trading companies if the Partnership’s investment was redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Partnership believes to be reliable. The Partnership has the benefit of full look through to the assets underlying the positions of the unconsolidated trading companies and as such maintains this item as the same Level 1 input as all of the positions in the consolidated financial statements of the Partnership. These financial instruments are classified in Level 1 of the fair value hierarchy.

Certificates of deposit include interest-bearing instruments with maturities greater than three months and interest paid at maturity. Certificates of deposit are allocated to each Class based on their percentage ownership in the pooled cash management assets on the date of the asset purchase. The Partnership values the certificates of deposit at face value plus accrued interest, which approximates fair value, and these financial instruments are classified in Level 2 of the fair value hierarchy.

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The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2009 for Class A, Class B, Legacy 1 Class, and Legacy 2 Class:

Assets

Level 1

Level 2

Level 3

Total

Equity in brokers’ trading accounts

U.S. Government securities

89,848,115

–

89,848,115

Futures contracts

20,437,595

–

20,437,595

Forward contracts

3,009,620

–

3,009,620

Options on futures contracts

139,450

–

139,450

Cash and cash equivalents

Certificates of deposit

–

27,297,856

–

27,297,856

Commercial paper

77,487,094

–

77,487,094

Certificates of deposit

–

17,398,849

–

17,398,849

Government-sponsored enterprises

524,872,071

–

524,872,071

U.S. Government securities

44,825,933

–

44,825,933

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2009 for GAM 1 Class, GAM 2 Class and GAM 3 Class:

Assets	Level 1		Level 2		Level 3		Total

Investment in unconsolidated trading companies	$	26,170,181	$	–	$	–	$	26,170,181

Note 3. Investment in unconsolidated trading companies

The following table summarizes the GAM 1 Class, GAM 2 Class and GAM 3 Class investments in unconsolidated Trading Companies as of September 30, 2009.

GAM 1 Class, GAM 2 Class and GAM 3 Class	Percentage of Net Assets Invested in Trading Companies			Fair Value

GP 1, GP 3, GP 4, GP 6, GP 7, GP 9, GP 11*		99	%	$	26,170,181

____________

The investment objective of each Trading Company is speculative trading of futures contracts, options on futures contracts, forward contracts, swaps, derivatives and synthetics. Liquidity provision is monthly.

Summarized information reflecting the total assets, liabilities and capital for the unconsolidated trading companies is shown in the following table.

	September 30, 2009
	GP 1, LLC		GP 3, LLC		GP 4, LLC		GP 6, LLC		GP 7, LLC		GP 9, LLC		GP 11, LLC
Total Assets	$	133,631,029	$	78,361,908	$	123,930,973	$	64,505,491	$	77,562,474	$	71,076,353	$	69,346,915

Total Liabilities		948,452		526,015		843,878		806,542		1,999,918		490,154		436,148

Total Capital	$	132,682,577	$	77,835,893	$	123,087,095	$	63,698,949	$	75,562,556	$	70,586,199	$	68,910,767

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Summarized information reflecting the statement of operations for the three and nine months ended September 30, 2009 for the unconsolidated trading companies is shown in the following tables.

	For the Three Months Ended September 30, 2009*
	GP 1, LLC			GP 3, LLC			GP 4, LLC			GP 6, LLC			GP 7, LLC			GP 9, LLC			GP 11, LLC
Net gain (loss) from trading, less commissions	$	1,789,253		$	3,703,952		$	2,152,309		$	5,474,670		$	5,616,524		$	(2,890,387	)	$	(1,717,693	)

Interest income		196,260			110,302			163,223			86,375			107,088			103,490			99,917
Expenses		2,271,248			1,337,615			2,112,738			1,452,159			2,777,355			1,219,925			1,144,979
Net investment income (loss)		(2,074,988	)		(1,227,313	)		(1,949,515	)		(1,365,784	)		(2,670,267	)		(1,116,435	)		(1,045,062	)

Net income (loss)	$	(285,735	)	$	2,476,639		$	202,794		$	4,108,886		$	2,946,257		$	(4,006,822	)	$	(2,762,755	)

____________

GP 1, LLC began trading January 1, 2009. GP 3, LLC, GP 4, LLC, GP 6, LLC, GP 7, LLC, GP 9, LLC and GP 11, LLC began trading April 1, 2009.

	For the Nine Months Ended September 30, 2009*
	GP 1, LLC			GP 3, LLC			GP 4, LLC			GP 6, LLC			GP 7, LLC			GP 9, LLC			GP 11, LLC
Net gain (loss) from trading, less commissions	$	(9,407,365	)	$	186,725		$	(19,403,551	)	$	2,613,362		$	14,980,487		$	(4,838,180	)	$	(2,684,815	)

Interest income		929,927			503,603			791,483			387,927			382,726			436,860			316,907
Expenses		7,416,021			3,981,371			6,643,263			3,550,471			7,212,775			3,577,873			2,764,623
Net investment income (loss)		(6,486,094	)		(3,477,768	)		(5,851,780	)		(3,162,544	)		(6,830,049	)		(3,141,013	)		(2,447,716	)

Net income (loss)	$	(15,893,459	)	$	(3,291,043	)	$	(25,255,331	)	$	(549,182	)	$	8,150,438		$	(7,979,193	)	$	(5,132,531	)

____________

GP 1, LLC began trading January 1, 2009. GP 3, LLC, GP 4, LLC, GP 6, LLC, GP 7, LLC, GP 9, LLC and GP 11, LLC began trading April 1, 2009.

Summarized information reflecting the GAM 1, GAM 2 and GAM 3 Class investment in, and the allocated results of the operations of the unconsolidated trading companies for the three and nine months ended September 30, 2009, is shown in the following tables.

For the Three Months Ended September 30, 2009

Trading Company

Net Gains (Losses) from Trading

Interest Income

Expenses

Net Income (Loss)

Commissions

Other

GP 1, LLC	$	99,110		$	4,814	$	12,169	$	50,848	$	40,907

GP 3, LLC		158,732			4,066		10,678		56,514		95,606

GP 4, LLC		81,218			4,151		11,818		39,486		34,065

GP 6, LLC		172,079			2,415		6,593		48,535		119,366

GP 7, LLC		275,274			5,101		13,376		114,388		152,611

GP 9, LLC		(99,253	)		4,697		12,032		40,203		(146,791	)

GP 11, LLC		7,585			3,530		8,873		30,225		(27,983	)

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	For the Nine Months Ended September 30, 2009
Trading Company	Net Gains (Losses) from Trading			Interest Income		Expenses				Net Income (Loss)
Trading Company	Net Gains (Losses) from Trading			Interest Income		Commissions		Other		Net Income (Loss)

GP 1, LLC	$	59,157		$	6,384	$	15,095	$	59,995	$	(9,549	)

GP 3, LLC		102,173			5,416		13,257		64,572		29,760

GP 4, LLC		(7,096	)		5,536		14,711		48,520		(64,791	)

GP 6, LLC		149,626			3,227		8,146		53,383		91,324

GP 7, LLC		335,967			6,760		16,745		140,246		185,736

GP 9, LLC		(103,036	)		6,283		15,062		49,735		(161,550	)

GP 11, LLC		(3,599	)		4,704		11,197		38,775		(48,867	)

Note 4. Deposits with Brokers

The Partnership deposits assets with brokers subject to CFTC regulations and various exchange and brokers requirements. Margin requirements are satisfied by the deposit of U.S. Treasury bills, U.S. Treasury notes, Government-sponsored enterprises and cash with such brokers. The Partnership earns interest income on its assets deposited with the brokers.

Note 5. Commodity Trading Advisors

In the first quarter of 2009, in addition to its investment in GP 1, LLC through which a portion of its assets are managed by Winton, the Partnership entered into advisory contracts with Rabar Market Research, Inc., EMC Capital Management, Inc., Eckhardt Trading Co., Graham Capital Management, L.P., Welton Investment Corporation, Global Advisors L.P., Transtrend B.V., Quantitative Investment Management LLC, and Revolution Capital Management, LLC (the “Advisors”) pursuant to which the Advisors act as the Partnership’s commodity trading advisors. The Advisors are paid a quarterly management fee ranging from 0 percent to 2 percent per annum of the Partnership’s month-end allocated net assets and a quarterly incentive fee ranging from 20 percent to 26 percent of the new trading profits on the allocated net assets of the Advisor.

Effective April 1, 2009, the Partnership reallocated the Partnership’s assets managed by the Advisors to the Partnership’s Trading Companies. Each Trading Company has entered into an advisory contract with its own Advisor on the same or substantially similar terms as the Partnership to manage all or a portion of such Trading Company’s assets.

Note 6. General Partner and Related Party Transactions

The General Partner shall at all times, so long as it remains a general partner of the Partnership, own units in the Partnership: (i) in an amount sufficient, in the opinion of counsel for the Partnership, for the Partnership to be taxed as a partnership rather than as an association taxable as a corporation; and (ii) during such time as the units are registered for sale to the public, in an amount at least equal to the greater of: (a) 1% of all capital contributions of all Partners to the Partnership; or (b) $25,000; or such other amount satisfying the requirements then imposed by the North American Securities Administrators Association, Inc. (NASAA) Guidelines. Further, during such time as the units are registered for sale to the public, the General Partner shall, so long as it remains a general partner of the Partnership, maintain a net worth (as such term may be defined in the NASAA Guidelines) at least equal to the greater of: (i) 5 percent of the total capital contributions of all partners and all limited partnerships to which it is a general partner (including the Partnership) plus 5 percent of the units being offered for sale in the Partnership; or (ii) $50,000; or such other amount satisfying the requirements then imposed by the NASAA Guidelines. In no event, however, shall the General Partner be required to maintain a net worth in excess of $1,000,000 or such other maximum amount satisfying the requirements then imposed by the NASAA Guidelines.

Ten percent of the General Partner limited partnership interest in the Grant Park Futures Fund Limited Partnership is characterized as a general partnership interest reflected in the ownership of units in Class A , B, Legacy 1, Legacy 2, GAM 1, GAM 2, and GAM 3. Notwithstanding, the general partnership interest will continue to pay all fees associated with a limited partnership interest.

The Partnership pays the General Partner a monthly brokerage commission equal to one twelfth of 7.55 percent (7.55 percent annualized) of month-end net assets for Class A units, one twelfth of 8.00 percent (8.00 percent annualized) of month-end net assets

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for Class B units. Effective April 1, 2009, the Partnership pays the General Partner a monthly brokerage commission equal to one twelfth of 7.50 percent (7.50 percent annualized) of month-end net assets for Class A units, one twelfth of 7.95 percent (7.95 percent annualized) of month-end net assets for Class B units, one twelfth of 5.00 percent (5.00 percent annualized) of month-end net assets for Legacy 1 Class units, one twelfth of 5.25 (5.25 percent annualized) of month-end net assets for Legacy 2 Class units, one twelfth of 4.45 percent (4.45 percent annualized) of month-end net assets for GAM 1 Class units, one twelfth of 4.70 percent (4.70 percent annualized) of month-end net assets for GAM 2 Class units, one twelfth of 6.45 percent (6.45 percent annualized) of month-end net assets for GAM 3 Class units. Included in the brokerage commission are management fees paid to the Advisors, compensation to the selling agents and an amount to the General Partner for management services rendered.

The inter-class receivable in the GAM 1, GAM 2 and GAM 3 Class consolidated statement of financial condition and the corresponding inter-class payable in the Class A, Class B, Legacy 1 Class and Legacy 2 Class consolidated statement of financial condition is $266,945 as of September 30, 2009.

Note 7. Operating Expenses

Operating expenses of the Partnership are paid for by the General Partner and reimbursed by the Partnership. The operating expenses of the Partnership are limited to 0.25 percent per year of the average month-end net assets of the Partnership. To the extent operating expenses are less than 0.25 percent of the Partnership’s average month-end net assets during the year, the difference may be reimbursed pro rata to record-holders as of December 31 of each year.

Note 8. Redemptions

Class A and Class B Limited Partners have the right to redeem units as of any month-end upon ten (10) days’ prior written notice to the Partnership. The General Partner, however, may permit earlier redemptions in its discretion. There are no redemption fees applicable to Class A Limited Partners or to Class B Limited Partners who redeem their units on or after the one-year anniversary of their subscription. Class B Limited Partners who redeem their units prior to the one-year anniversary of their subscriptions for the redeemed units will pay the applicable early redemption fee. Legacy 1 Class, Legacy 2 Class, GAM 1 Class, GAM 2 Class and GAM 3 Class Limited Partners are prohibited from redeeming such units for the three months following the subscription for units. There are no redemption fees applicable to Legacy 1 Class, Legacy 2 Class, GAM 1 Class and GAM 2 Class Limited Partners or to GAM 3 Class Limited Partners who redeem their units on or after the one-year anniversary of their subscription. GAM 3 Class Limited Partners who redeem their units after the three-month lock-up, but prior to the one-year anniversary of their subscriptions for the redeemed units will pay the applicable early redemption fee. Redemptions will be made on the last day of the month for an amount equal to the net asset value per unit, as defined, represented by the units to be redeemed. The right to obtain redemption is also contingent upon the Partnership’s having property sufficient to discharge its liabilities on the redemption date and may be delayed if the General Partner determines that earlier liquidation of commodity interest positions to meet redemption payments would be detrimental to the Partnership or nonredeeming Limited Partners.

In addition, the General Partner may at any time cause the redemption of all or a portion of any Limited Partner’s units upon fifteen (15) days written notice. The General Partner may also immediately redeem any Limited Partner’s units without notice if the General Partner believes that (i) the redemption is necessary to avoid having the assets of the Partnership deemed Plan Assets under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) the Limited Partner made a misrepresentation in connection with its subscription for the units, or (iii) the redemption is necessary to avoid a violation of law by the Partnership or any Partner.

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Note 9. Financial Highlights

The following financial highlights reflect activity for the classes of the Partnership. Total return is based on the change in value during the period of a theoretical investment made at the beginning of each calendar month during the period. Individual partner’s ratios may vary from these ratios based on various factors, including and among others, the timing of capital transactions.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)

Total return – Class A Units		1.04	%		(6.12	)%		(7.30	) %		10.20	%
Total return – Class B Units		0.88	%		(6.32	)%		(7.80	) %		9.49	%
Total return – Legacy 1 Class Units		1.39	%		−			(1.70	) %		−
Total return – Legacy 2 Class Units		1.37	%		−			(1.81	) %		−
Ratios as a percentage of average net asset value: (1)
Interest income (2)		0.57	%		2.08	%		0.87	%		2.37	%

Expenses prior to incentive fees (2)		7.00	%		6.35	%		7.15	%		6.50	%
Incentive fees (3)		0.22	%		0.02	%		0.54	%		3.25	%
Total expenses (2)		7.22	%		6.37	%		7.69	%		9.75	%
Net investment loss (2) (4)		(6.43	)%		(4.27	)%		(6.28	)%		(4.13	)%

____________

	(1)	Legacy 1 Class and Legacy 2 Class Units began trading April 1, 2009. These units exclude the classes of the Partnership’s proportionate share of expenses and net investment income (loss) from GP 1, LLC from January 1, 2009 to March 31, 2009, and Dearborn Select Master Fund, SPC – Winton Segregated Portfolio for 2008.
	(2)	Annualized
	(3)	Not annualized.
	(4)	Excludes incentive fee.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
	(Unaudited)					(Unaudited)

Total return – GAM 1 Class Units		1.02	%		−		(0.53	)%		−
Total return – GAM 2 Class Units		0.90	%		−		(0.75	)%		−
Total return – GAM 3 Class Units		0.46	%		−		(1.78	)%		−
Ratios as a percentage of average net asset value: (1)
Interest income (2)		0.89	%		−		0.72	%		−

Expenses prior to incentive fees (2)		5.87	%		−		5.81	%		−
Incentive fees (3)		0.73	%		−		1.33	%		−
Total expenses (2)		6.60	%		−		7.14	%		−
Net investment loss (2) (4)		(4.98	)%		−		(5.09	)%		−

____________

	(1)	GAM 1 Class, GAM 2 Class and GAM 3 Class Units began trading April 1, 2009.
	(2)	Annualized
	(3)	Not annualized.
	(4)	Excludes incentive fee.

The interest income and expense ratios above are computed based upon the weighted average net assets of the classes of the Partnership for the three and nine months ended September 30, 2009 and 2008 (annualized).

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The following per unit performance calculations reflect activity related to the classes of the Partnership for the three and nine months ended September 30, 2009 and 2008.

Class A Units	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Per Unit Performance (for unit outstanding throughout the entire period):
Net asset value per unit at beginning of period	$	1,440.49		$	1,537.12		$	1,570.20		$	1,309.47
Income (loss) from operations:
Net realized and change in unrealized gain (loss) from trading, net of non-controlling interests (1)		39.21			(73.72	)		(45.63	)		251.83
Expenses net of interest income (1)		(24.18	)		(19.67	)		(69.05	)		(116.06	)
Total income (loss) from operations		15.03			(93.39	)		(114.68	)		135.77
Organization and offering costs (1) (2)		−			(0.74	)		−			(2.25	)
Net asset value per unit at end of period	$	1,455.52		$	1,442.99		$	1,455.52		$	1,442.99

Class B Units	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Per Unit Performance (for unit outstanding throughout the entire period):
Net asset value per unit at beginning of period	$	1,241.55		$	1,335.57		$	1,358.47		$	1,142.68
Income (loss) from operations:
Net realized and change in unrealized gain (loss) from trading, net of non-controlling interests (1)		33.75			(64.05	)		(38.04	)		217.62
Expenses net of interest income (1)		(22.84	)		(18.50	)		(67.97	)		(103.36	)
Total income (loss) from operations		10.91			(82.55	)		(106.01	)		114.26
Organization and offering costs (1) (2)		−			(1.92	)		−			(5.84	)
Net asset value per unit at end of period	$	1,252.46		$	1,251.10		$	1,252.46		$	1,251.10

Legacy 1 Class Units	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
	(Unaudited)					(Unaudited)
Per Unit Performance (for unit outstanding throughout the entire period):
Net asset value per unit at beginning of period	$	969.46		$	−	$	1,000.00		$	−
Income (loss) from operations:
Net realized and change in unrealized gain (loss) from trading, net of non-controlling interests (1)		28.59			−		9.64			−
Expenses net of interest income (1)		(15.10	)		−		(26.69	)		−
Total income (loss) from operations		13.49			−		(17.05	)		−
Organization and offering costs (1) (2)		−			−		−			−
Net asset value per unit at end of period	$	982.95		$	−	$	982.95		$	−

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Legacy 2 Class Units	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
	(Unaudited)					(Unaudited)
Per Unit Performance (for unit outstanding throughout the entire period):
Net asset value per unit at beginning of period	$	968.64		$	−	$	1,000.00		$	−
Income (loss) from operations:
Net realized and change in unrealized gain (loss) from trading (1)		27.28			−		8.30			−
Expenses net of interest income (1)		(13.97	)		−		(26.35	)		−
Total income (loss) from operations		13.31			−		(18.05	)		−
Organization and offering costs (1) (2)		−			−		−			−
Net asset value per unit at end of period	$	981.95		$	−	$	981.95		$	−

GAM 1 Class Units	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
	(Unaudited)					(Unaudited)
Per Unit Performance (for unit outstanding throughout the entire period):
Net asset value per unit at beginning of period	$	984.69		$	−	$	1,000.00		$	−
Income (loss) from operations:
Net realized and change in unrealized gain (loss) from trading (1)		24.23			−		21.96			−
Expenses net of interest income (1)		(14.18	)		−		(27.22	)		−
Total income (loss) from operations		10.05			−		(5.26	)		−
Organization and offering costs (1) (2)		−			−		−			−
Net asset value per unit at end of period	$	994.74		$	−	$	994.74		$	−

GAM 2 Class Units	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
	(Unaudited)					(Unaudited)
Per Unit Performance (for unit outstanding throughout the entire period):
Net asset value per unit at beginning of period	$	983.73		$	−	$	1,000.00		$	−
Income (loss) from operations:
Net realized and change in unrealized gain (loss) from trading (1)		25.66			−		23.40			−
Expenses net of interest income (1)		(16.85	)		−		(30.86	)		−
Total income (loss) from operations		8.81			−		(7.46	)		−
Organization and offering costs (1) (2)		−			−		−			−
Net asset value per unit at end of period	$	992.54		$	−	$	992.54		$	−

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GAM 3 Class Units	Three Months Ended September 30,					Nine Months Ended September 30,
	2009			2008		2009			2008
	(Unaudited)					(Unaudited)
Per Unit Performance (for unit outstanding throughout the entire period):
Net asset value per unit at beginning of period	$	977.75		$	−	$	1,000.00		$	−
Income (loss) from operations:
Net realized and change in unrealized gain (loss) from trading (1)		25.94			−		22.71			−
Expenses net of interest income (1)		(21.47	)		−		(40.49	)		−
Total income (loss) from operations		4.47			−		(17.78	)		−
Organization and offering costs (1) (2)		−			−		−			−
Net asset value per unit at end of period	$	982.22		$	−	$	982.22		$	−

____________

	(1)	Expenses net of interest income per unit and organization and offering costs per unit are calculated by dividing the expenses net of interest income and organization and offering costs by the average number of units outstanding during the period. The net realized and change in unrealized gain from trading, net of non-controlling interests is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.
	(2)	See Note 1 – Nature of Business and Significant Accounting Policies - Organization and Offering Costs for an explanation of the change in accounting policy relating to organization and offering costs.

Note 10. Trading Activities and Related Risks

The Partnership, through its Advisors, engages in the speculative trading of U.S. and foreign futures contracts, options on U.S. and foreign futures contracts, and forward contracts (collectively, derivatives). These derivatives include both financial and nonfinancial contracts held as part of a diversified trading strategy. The Partnership is exposed to both market risk, the risk arising from changes in the fair value of the contracts; and credit risk, the risk of failure by another party to perform according to the terms of a contract.

The purchase and sale of futures and options on futures contracts require margin deposits with FCMs. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury bills) deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited.

Net trading results from derivatives for the three and nine months ended September 30, 2009 and 2008, are reflected in the consolidated statements of operations. Such trading results reflect the net gain arising from the Partnership’s speculative trading of futures contracts, options on futures contract, and forward contracts.

For derivatives, risks arise from changes in the fair value of the contracts. Theoretically, 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. As both a buyer and seller of options, the Partnership 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 to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid.

In addition to market risk, in entering into commodity contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Partnership. The counterparty for futures and options on futures contracts traded in the United States and on most non-U.S. futures exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the members of the clearinghouse who are required to share any financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some non-U.S. exchanges, it is normally backed by a consortium of banks or other financial institutions.

In the case of forward contracts, over-the-counter options contracts or swap contracts in the foreign exchange market, which are traded on the interbank or other institutional market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a clearinghouse backed by a group of financial institutions; thus, there likely will be greater counterparty credit risk. The Partnership trades only with those counterparties that it believes to be creditworthy. All positions of the Partnership are valued each

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day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Partnership.

The unrealized gain (loss) on open futures and forward contracts is comprised of the following:

	Futures Contracts (exchange-traded)						Forward Contracts (non-exchange-traded)						Option Contracts (exchange-traded)					Total
	September 30, 2009			December 31, 2008			September 30, 2009			December 31, 2008			September 30, 2009			December 31, 2008		September 30, 2009			December 31, 2008
Gross unrealized gains	$	45,423,342		$	27,066,816		$	10,339,841		$	1,785,615		$	152,070		$	–	$	55,915,253		$	28,852,431
Gross unrealized (losses)		(24,985,747	)		(20,463,377	)		(7,330,221	)		(3,178,823	)		(12,620	)		–		(32,328,588	)		(23,642,200	)
Net unrealized gain (loss)	$	20,437,595		$	6,603,439		$	3,009,620		$	(1,393,208	)	$	139,450		$	–	$	23,586,665		$	5,210,231

The General Partner has established procedures to actively monitor and minimize market and credit risks. The limited partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

Note 11. Derivative Instruments and Hedging Activities

The Partnership adopted the provisions of FASB ASC 815, Derivatives and Hedging, effective January 1, 2009. FASB ASC 815 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. FASB ASC 815 applies to all derivative instruments within the scope of FASB ASC 815-10-05. It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under FASB ASC 815-10-05. FASB ASC 815 amends the current qualitative and quantitative disclosure requirements for derivative instruments and hedging activities set forth in FASB ASC 815-10-05 and generally increases the level of disaggregation that will be required in an entity’s financial statements. FASB ASC 815 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements.

The Partnership’s business is speculative trading. The Partnership does not designate any derivative instruments as hedging instruments under FASB ASC 815-10-05. For the three and nine months ended September 30, 2009, the monthly average futures contracts bought and sold was approximately 3,713 and 3,448, respectively and 2,925 and 2,819, respectively. The following tables summarize the quantitative information required by FASB ASC 815:

Fair Values of Derivative Instruments

	Asset Derivatives* September 30, 2009		Liability Derivatives* September 30, 2009			Fair Value			Statement of Financial Position Location

Currencies contracts	$	9,129,921	$	-		$	9,129,921		Unrealized gain (loss) on open contracts, net
Energy contracts		-		(1,888,705	)		(1,888,705	)	Unrealized gain (loss) on open contracts, net
Grains contracts		166,701		-			166,701		Unrealized gain (loss) on open contracts, net
Interest rates contracts		8,464,646		-			8,464,646		Unrealized gain (loss) on open contracts, net
Meats contracts		-		(130,784	)		(130,784	)	Unrealized gain (loss) on open contracts, net
Metals contracts		3,339,283		-			3,339,283		Unrealized gain (loss) on open contracts, net
Soft commodities contracts		3,101,283		-			3,101,283		Unrealized gain (loss) on open contracts, net
Stock indices contracts		1,404,320		-			1,404,320		Unrealized gain (loss) on open contracts, net
	$	25,606,154	$	(2,019,489	)	$	23,586,665		Unrealized gain (loss) on open contracts, net

____________

The fair values of all asset and liability derivatives, including currencies, energy, grains, interest rates, meats, metals, soft commodities and stock indices contracts, are included in equity in broker trading accounts in the consolidated statement of financial condition.

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The Effect of Derivative Instruments on the Consolidated Statement of Operations for the Three and Nine Months Ended September 30, 2009

Type of contract	Location of Gain or Loss in Consolidated Statement of Operations	Three Months Ended September 30, 2009			Nine Months Ended September 30, 2009

Currencies contracts	Realized and Change in unrealized gains (losses) on trading	$	7,980,966		$	2,351,805
Energy contracts	Realized and Change in unrealized gains (losses) on trading		(194,169	)		(10,170,185	)
Grains contracts	Realized and Change in unrealized gains (losses) on trading		(1,677,061	)		(1,971,252	)
Interest rates contracts	Realized and Change in unrealized gains (losses) on trading		3,893,281			(9,101,749	)
Meats contracts	Realized and Change in unrealized gains (losses) on trading		(835,869	)		254,249
Metals contracts	Realized and Change in unrealized gains (losses) on trading		2,563,619			1,046,167
Softs commodities contracts	Realized and Change in unrealized gains (losses) on trading		4,470,511			(3,963,060	)
Stock indices contracts	Realized and Change in unrealized gains (losses) on trading		9,529,574			7,656,197

	Realized and Change in unrealized gains (losses) on trading	$	25,730,852		$	(13,897,828	)


Line Item in Consolidated Statement of Operations	Three Months Ended September 30, 2009		Nine Months Ended September 30, 2009

Realized	$	1,845,064	$	(32,650,299	)

Change in unrealized		23,885,788		18,752,471

	$	25,730,852	$	(13,897,828	)

Note 12. Indemnifications

In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote.

Note 13. Subsequent Events

Management of the Partnership evaluated subsequent events through November 16, 2009, the date these financial statements were issued. From October 1, 2009 to November 16, 2009, there were aggregate contributions to and redemptions from the Partnership totaling approximately $17,688,000 and $0, respectively.

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

Introduction

Grant Park Futures Fund Limited Partnership (“Grant Park”) is a multi-advisor commodity pool organized to pool assets of its investors for purposes of investing those assets in U.S. in the foreign exchange market and international commodity futures and forward contracts and other commodity interests, including options contracts on futures, forwards and commodities, spot contracts, swap contracts in the foreign exchange market and security futures. The commodities underlying these contracts may include stock indices, interest rates, currencies or physical commodities, such as agricultural products, energy products or metals. Grant Park has been in continuous operation since it commenced trading on January 1, 1989. Grant Park’s general partner, commodity pool operator and sponsor is Dearborn Capital Management, L.L.C., an Illinois limited liability company. The managing member of Dearborn Capital Management, L.L.C. is Dearborn Capital Management, Ltd., an Illinois corporation whose sole shareholder is David M. Kavanagh.

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Reorganization of Grant Park

As a result of recent changes in the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”) affecting commodity pools, the general partner has made certain changes to the organization of Grant Park, including the creation of additional classes of units, and the termination of the offering and sale of any new Class A and Class B units during the first quarter of 2009.

As part of the reorganization, and effective April 1, 2009, Grant Park invests through different commodity trading advisors retained by the general partner. However, instead of each trading advisor maintaining a separate account in the name of Grant Park, as was historically the case, the assets of Grant Park are invested in various trading companies, each of which is organized as a limited liability company. Each trading company will then allocate its assets to one of the commodity trading advisors retained by the general partner.

Additionally, a separate cash management multiple member limited liability company was created to collectively manage and invest excess cash not required to be held at the clearing brokers for each individual trading advisor. Effectively, this new structure segregates and isolates one trading advisor from another, reducing cross liabilities of the trading advisors. The reorganization was completed at no additional cost to the limited partners.

Grant Park invests through independent professional commodity trading advisors retained by the general partner. Rabar Market Research, Inc. (“Rabar”), EMC Capital Management, Inc. (“EMC”), Eckhardt Trading Company (“ETC”), Graham Capital Management, L.P. (“Graham”), Winton Capital Management Limited (“Winton”), Welton Investment Corporation (“Welton”), Global Advisors L.P. (“Global Advisors”), Transtrend B.V. (“Transtrend”), Quantitative Investment Management LLC (“QIM”), and Revolution Capital Management, LLC (“RCM”), serve as Grant Park’s commodity trading advisors. Each of the trading advisors is registered as a commodity trading advisor under the Commodity Exchange Act and is a member of the NFA. As of September 30, 2009, the general partner allocated Grant Park’s net assets among its core trading advisors EMC, Winton and Welton and non-core trading advisors Rabar, ETC, Graham, Global Advisors, Transtrend, QIM and RCM. No more than twenty percent of Grant Park’s assets are allocated to any one trading advisor. The general partner may terminate or replace the trading advisors or retain additional trading advisors in its sole discretion.

Through December 31, 2008 a portion of Grant Park’s net assets was allocated to Winton through the Dearborn Select Master Fund, SPC – Winton Segregated Portfolio – Class GP (the “GP Class”). Dearborn Select Master Fund, SPC (“Dearborn Select”) was incorporated under the laws of the Cayman Islands on April 7, 2006 and is a private investment fund organized as a segregated portfolio company with limited liability. The GP Class allocated the assets invested by Grant Park to Winton through one or more managed accounts, traded pursuant to Winton’s Diversified Program. Grant Park owned all of the outstanding Class GP units of the GP Class. The general partner of Grant Park was also the Investment Manager of Dearborn Select. As of December 31, 2008, the investment in the GP Class was redeemed and is shown on the statement of financial condition as a redemption receivable.

Effective January 1, 2009, the portion of Grant Park’s net assets allocated to the GP Class was reallocated to one of Grant Park’s trading companies, GP 1, LLC (“GP 1”), a Delaware limited liability company. GP 1 allocates assets to Winton to be traded pursuant to Winton’s Diversified Program. There have been no changes to the existing clearing broker arrangements/brokerage charge and no material changes to the other fees and expenses allocated to Grant Park as a result of this reallocation.

Effective April 1, 2009, in addition to the assets allocated by Grant Park to GP 1, Grant Park allocates assets to each of its following subsidiary limited liability trading companies (each a Trading Company and collectively, the “Trading Companies”):

GP 3, LLC (“GP 3”) GP 8, LLC (“GP 8”)

GP 4, LLC (“GP 4”) GP 9, LLC (“GP 9”)

GP 5, LLC (“GP 5”) GP 10, LLC (“GP 10”)

GP 6, LLC (“GP 6”) GP 11, LLC (“GP 11”)

GP 7, LLC (“GP 7”)

Critical Accounting Policies

Grant Park’s critical accounting policies are valuation of its assets and consolidation of its financial statements. Grant Park’s critical accounting policies are described in detail in Note 1 of the Financial Statements.

Grant Park’s most significant accounting policy is the valuation of its assets invested in other commodity investment pools and in U.S. and international futures and forward contracts, options contracts and other interests in commodities. Grant Park primarily invests in exchange-traded contracts, valued based upon exchange settlement prices. The remainder of its investments are non-exchange-traded contracts with valuation of those investments based on third-party quoted dealer values on the Interbank market. With the valuation of the investments easily obtained, there is little or no judgment or uncertainty involved in the valuation of investments, and accordingly, it is unlikely that materially different amounts would be reported under different conditions using different but reasonably plausible assumptions.

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Grant Park’s consolidation of its financial statements was effective April 1, 2009. Trading Companies in which an individual Class has a controlling or majority equity interest are consolidated by such Class. Investments in Trading Companies in which a Class does not have a controlling or majority equity interest are carried in the consolidated statement of financial condition at fair value. Fair value represents the proportionate share of the equity of a Class in a Trading Company and the amount that could reasonably be expected to be received by that Class if the investment was redeemed at the time of valuation. Each of the Trading Companies has an investment in GP Cash Management, LLC but no one Trading Company has a controlling or majority equity interest in GP Cash Management, LLC. Thus, the Trading Companies carry their investments in GP Cash Management, LLC at fair value and these investments are consolidated by the Class that has a controlling or majority equity interest in the Trading Companies.

All revenues, expenses, assets and liabilities borne by a specific Class are allocated to that Class in the consolidated financial statements. An inter-class receivable is set up in the consolidated statement of financial condition of GAM 1, GAM 2 and GAM 3 Class units which represents cash due from Class A, Class B, Legacy 1 Class and Legacy 2 Class units. A corresponding inter-class payable is shown in the consolidated statement of financial condition of Class A, Class B, Legacy 1 Class and Legacy 2 Class units which represents cash payable to GAM 1, GAM 2 and GAM 3 Class units. This inter-class receivable/payable represents the portion of GAM 1, GAM 2 and GAM 3 Class units’ cash that is invested in GP Cash Management, LLC and is included in Class A, Class B, Legacy 1 Class and Legacy 2 Class units’ financial statements. This inter-class receivable is used by GAM 1, GAM 2 and GAM 3 Class units to cover their share of the brokerage commission payable, accrued incentive fees payable, organization and offering costs payable and accrued operating expenses payable.

Capital Resources

Grant Park plans to raise additional capital only through the sale of units pursuant to the continuous offering and does not intend to raise any capital through borrowing. Due to the nature of Grant Park’s business, it does not make any capital expenditures and does not have any capital assets that are not operating capital or assets.

Liquidity

Most U.S. futures exchanges limit fluctuations in some futures and options contract prices during a single day by regulations referred to as daily price fluctuation limits or daily limits. During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent Grant Park from promptly liquidating unfavorable positions and subject Grant Park to substantial losses that could exceed the margin initially committed to those trades. In addition, even if futures or options prices do not move to the daily limit, Grant Park may not be able to execute trades at favorable prices, if little trading in the contracts is taking place. Other than these limitations on liquidity, which are inherent in Grant Park’s futures and options trading operations, Grant Park’s assets are expected to be highly liquid.

Results of Operations

Grant Park’s net return, which consists of Grant Park’s trading gains plus interest income less brokerage fees, performance fees, operating costs and offering costs borne by Grant Park, for the quarter ended September 30, 2009 was approximately 1.0% for the Class A units, 0.9% for the Class B units, 1.4% for the Legacy 1 Class units, and 1.4% for the Legacy 2 Class units, 1.0% for the GAM 1 Class units, 0.9% for the GAM 2 Class units, and 0.5% for the GAM 3 Class units. The net asset value at September 30, 2009 was approximately $836.3 million, at December 31, 2008 was approximately $643.6 million and at September 30, 2008 was approximately $565.8 million.

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The table below sets forth Class A, Class B, Legacy 1 Class and Legacy 2 Class trading gains or losses by sector for the three and nine month periods ended September 30, 2009 and 2008, which include the investment in the GP Class for the three and nine month periods ended September 30, 2008. The Legacy 1 Class and Legacy 2 Class units began trading on April 1, 2009.

	% Gain (Loss)
	Class A, Class B, Legacy 1 Class & Legacy 2 Class			Class A, Class B			Class A, Class B, Legacy 1 Class & Legacy 2 Class			Class A, Class B
	Three Months Ended September 30,						Nine Months ended September 30,
Sector	2009			2008			2009			2008
Interest Rates		0.3	%		0.7	%		(3.0	)%		3.7	%
Currencies		0.9			(2.8	)		0.1			(0.4	)
Stock Indices		2.6			2.4			3.6			2.3
Energy		(2.0	)		(2.2	)		(2.3	)		6.9
Agriculturals		−			(1.6	)		−			2.8
Metals		0.9			(0.6	)		−			2.1
Softs		0.4			(0.5	)		(0.1	)		1.0
Meats		−			(0.2	)		−			0.1
Total		3.1	%		(4.8	)%		(1.7	)%		18.5	%

The table below sets forth GAM 1 Class, GAM 2 Class and GAM 3 Class trading gains or losses by sector for the three and nine month periods ended September 30, 2009 and 2008. The GAM 1 Class, GAM 2 Class and GAM 3 Class units began trading on April 1, 2009.

% Gain (Loss)

GAM 1 Class, GAM 2 Class &

GAM 3 Class

GAM 1 Class, GAM 2 Class &

GAM 3 Class

Three Months Ended September 30,

Nine Months Ended September 30,

Sector

2009

2008

2009

2008

Interest Rates

0.1

N/A

(2.6

)

N/A

Currencies

0.3

N/A

0.5

N/A

Stock Indices

3.9

N/A

7.4

N/A

Energy

(2.7

)

N/A

(3.2

)

N/A

Agriculturals

−

N/A

−

N/A

Metals

0.8

N/A

0.4

N/A

Softs

0.3

N/A

0.5

N/A

Meats

−

N/A

−

N/A

Total

2.7

N/A

3.0

N/A

Three months ended September 30, 2009 compared to three months ended September 30, 2008

For the three months ended September 30, 2009, Grant Park had a positive return of approximately 1.0% for the Class A units, 0.9% for the Class B units, 1.4% for the Legacy 1 Class units, 1.4% for the Legacy 2 Class units, 1.0% for the GAM 1 Class units, 0.9% for the GAM 2 Class units, and 0.5% for the GAM 3 Class units. On a combined unit basis for Class A, Class B, Legacy 1 Class and Legacy 2 Class units prior to expenses, approximately 3.1% resulted from trading gains which were further increased by 0.1% of interest income. These gains were offset by approximately 2.3% in brokerage fees, performance fees and operating and offering costs borne by Class A, Class B, Legacy 1 Class and Legacy 2 Class units. On a combined unit basis for GAM 1 Class, GAM 2 Class and GAM 3 Class units prior to expenses, approximately 2.7% resulted from trading gains which were further increased by 0.1% of interest income. These gains were offset by approximately 2.2% in brokerage fees, performance fees and operating and offering costs borne by GAM 1 Class, GAM 2 Class and GAM 3 Class units. For the same period in 2008, Grant Park had a negative return of approximately 6.1% for the Class A units and 6.3% for the Class B units. On a combined unit basis for Class A and Class B units prior to expenses, approximately 4.8% resulted from trading losses which were offset by 0.6% of interest income. The trading losses were further increased by approximately 2.1% in brokerage fees, performance fees and operating and offering costs borne by Class A and Class B units.

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Nine months ended September 30, 2009 compared to nine months ended September 30, 2008

For the nine months ended September 30, 2009, Grant Park had a negative return of approximately 7.3% for the Class A units, 7.8% for the Class B units, 1.7% for the Legacy 1 Class units, 1.8% for the Legacy 2 Class units, 0.5% for the GAM 1 Class units, 0.8% for the GAM 2 Class units, and 1.8% for the GAM 3 Class units. On a combined unit basis for Class A, Class B, Legacy 1 Class and Legacy 2 Class units prior to expenses, approximately 1.7 % resulted from trading losses which were offset by 0.7% of interest income. The trading losses were further increased by approximately 6.8% in brokerage fees, performance fees and operating and offering costs borne by Class A, Class B, Legacy 1 Class and Legacy 2 Class units. On a combined unit basis for GAM 1 Class, GAM 2 Class and GAM 3 Class units prior to expenses, approximately 3.0% resulted from trading gains which were further increased by 0.4% of interest income. These gains were offset by approximately 4.7% in brokerage fees, performance fees and operating and offering costs borne by GAM 1 Class, GAM 2 Class and GAM 3 Class units. For the same period in 2008, Grant Park had a positive return of approximately 10.2% for the Class A units and 9.5% for the Class B units. On a combined unit basis for Class A and Class B units prior to expenses, approximately 18.5% resulted from trading gains and 2.2% was due to interest income. These gains were offset by approximately 11.1% in brokerage fees, performance fees and operating and offering costs borne by Class A and Class B units.

Three months ended September 30, 2009

Grains prices generally declined in the third quarter under heavy pressure from bearish weather fundamentals. Anticipating a record-breaking harvest for 2009 speculators drove the price of corn, wheat, and soybeans sharply lower throughout the quarter. In the softs markets, sugar prices rallied in excess of 40% as a result of supply concerns from Brazil and India. In the livestock markets, lean hogs prices declined as the ongoing global economic slowdown weighed heavily on demand.

The U.S. dollar experienced volatility in the third quarter. Strong upward moves in the global equity markets in July led to increased risk appetite among investors, boding well for higher-yielding currencies such as the Australian and New Zealand dollars. Sideways movement in the equity markets in August produced a shift in investor sentiment, which in turn impacted investor risk appetite. Safe-haven currencies such as the Japanese yen strengthened against major counterparts, as investors adopted a more conservative risk profile. Uncertainty continued into September driving the Japanese yen steadily higher against counterparts.

Elevated U.S. crude oil and natural gas inventories led to sharp declines in the energy markets in July. Also contributing to declining prices in the energy sector were forecasts of weak industrial demand. In late-July weakness in the U.S. dollar prompted a rally in the crude oil markets, lifting prices in excess of $20 per barrel over previous lows. In the natural gas markets, bearish supply fundamentals kept prices on a steady downtrend through the end of August. In September, declining supplies coupled with forecasts of upcoming cold weather in the U.S. caused a sharp retracement, sending natural gas prices sharply higher through the end of the third quarter.

Signs that the global economy may be improving benefitted the equity markets. In July, better-than-expected second-quarter corporate earnings reports from several key North American and European firms resulted in strong gains in the equity markets. Also contributing to the uptrend in equities were a number of positive economic indicators including improving unemployment and industrial manufacturing data. In August, European and North American markets continued their uptrend as improving economic data continued. In China equity markets fell sharply because of potential Chinese legislation that would tighten lending requirements for the Chinese economy.

Global fixed income markets generally moved contrary to the equity markets in July. U.S. Treasury markets moved sharply lower early in the quarter as investors liquidated debt positions for riskier assets. In August, European fixed-income markets reversed, benefitting from short-term volatility in the equity markets. In Great Britain, reports of a record high budget deficit weighed heavily on the UK debt markets, moving prices lower. Japanese debt markets also declined in August as speculators believed that the newly elected Japanese government would be increasing debt sales in the near future. In September, U.S. fixed-income markets climbed as short-term swings in equity prices fostered predictions that U.S. interest rates would remain unchanged through the end of 2009.

Early in the quarter, gold prices rallied sharply in response to weakness in the U.S. dollar. Investors attempting to hedge inflation risk drove gold prices above $950 per troy ounce. Prices in the base metals markets also rallied sharply in the beginning of the third quarter. Prices rose as investors viewed rising equity prices as a sign that industrial demand may be improving. Near quarter-end, weaker-than-expected economic data weakened demand forecasts driving industrial metals prices lower. The downward shifts in investor sentiment had the biggest impact on the LME nickel markets, which declined nearly 6% in September. Gold, however, was able to maintain the majority of its third quarter gains as investors seeking safer investments drove prices higher in the last few weeks of September.

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Nine months ended September 30, 2009

Key trading developments for Grant Park during the first nine months of 2009 include the following:

Grant Park recorded losses in the month of January. Class A units were down 0.91% and Class B units were down 0.98%. The bulk of setbacks came from long positions in the fixed income markets. Uncertainty regarding the details of President Barack Obama’s stimulus package caused a sector wide downtrend in the U.S. debt markets impacting performance. Long positions in the international fixed income markets also registered setbacks for Grant Park. These losses resulted from speculation of future increased debt supply in the Asian and European markets caused by government bailout activity. Setbacks in the agricultural markets stemmed from adverse price moves in the softs markets. Increased buying in the coffee markets by large commodity funds drove prices up in excess of 5% against positions. Short positions in the grains markets, however, were able to partially offset sector losses. Short corn and soybean positions registered gains as a drought in Argentina’s key farming region put pressure on prices. Positions in the Australasian currency markets accounted for the bulk of sector losses during January. Early in the month, long positions in the Australian dollar experienced setbacks as poor economic data from the region weakened the currency. Declines in the New Zealand dollar further drew on performance. After a reduction of New Zealand’s foreign currency rating by Standard and Poors, investors began to liquidate New Zealand based holdings driving the currency downwards. The portfolio returned modest profits in the metals markets this past month. Short positions in the aluminum markets performed well as slowing industrial production caused a decline in demand, driving prices lower. Also adding to profits was a 5% increase in the price of gold which moved alongside Grant Park’s long positions. Gains in the energy markets predominantly came from short positions in the natural gas markets. The price of natural gas fell steadily throughout January, despite cold weather across the U.S. Historically, cold weather has driven the price of natural gas higher. However last month, the demand for natural gas diminished due to the global economic slowdown. Grant Park performed particularly well in the equity indices markets throughout January. Short positions made gains as prices across the global equity markets declined. Uncertainty about government bailouts, both domestically and abroad, coupled with poor earnings reports from a number of large financial institutions put substantial pressure on the markets driving share prices lower. Among the top performers in the sector were short positions in the S&P 500, S&P Canada, and Italian MIB indices.

Grant Park recorded losses in February. Class A units were down 0.80% and Class B units were down 0.88%. The losses in Grant Park were predominantly in the currency sector. Long positions in the Japanese yen created losses as the currency dipped against the U.S. dollar. The decline in the value of the yen was probably caused by sharp declines in the Japanese stock market and by a decrease in demand for Japanese exports. Long positions in the fixed income markets also had minor losses this month and were primarily attributed to Grant Park’s positions in the short-term domestic and international interest rate markets. U.S. Government stimulus activity increased the debt supply and caused prices to fall, against Grant Park’s positions. The long positions in the Eurodollar, short sterling, and Australian bills markets were among the least profitable positions. Mixed positions in the metals sector registered setbacks for February. Gold prices nearly reached all-time highs early in February but declined sharply against Grant Park’s long positions at month-end. Increased strength in the U.S. dollar and profit-taking by traders were the likely causes of the sell off. Performance in the energy market was slightly positive in February. Short positions in the natural gas markets made gains as a 9% price decrease moved alongside Grant Park’s positions. Those gains were partially offset by losses on short positions in unleaded gas and crude oil. Solid gains in the equity indices markets helped offset losses during February. Grant Park’s short positions in the S&P 500 posted profits as investors liquidated equity positions, partially driven by data showing a contraction in the U.S. economy and by ongoing turmoil in the banking sector. In the Asian markets, short positions in the Japanese Nikkei 225 and Hong Kong Hang Seng indices benefited from price declines caused by weak export data and the region’s ailing financial sector. Grant Park’s short agricultural positions finished positive for February. Short positions in corn and lean hogs earned profits as the global recession weighed on demand and prices. Short positions in the cotton markets were profitable, as cotton prices fell because of reduced demand for cotton in the U.S. textile sector.

Grant Park recorded losses in March. Class A units were down 3.26% and Class B units were down 3.33%. Global equity indices rallied against short positions, posting setbacks for the portfolio. Improved investor confidence resulted in price increases in nearly all North American, European, and Asian equity indices. The unveiling of the U.S. Treasury’s initiative to buy toxic assets from ailing institutions was a major driver in boosting investor sentiment. Prices in the grains and softs markets moved upwards against Grant Park’s short positions, resulting in losses. Soybean prices moved higher as tensions between the Argentine government and local soybean farmers fostered supply concerns. In the softs markets, speculators drove prices upwards against positions on beliefs that increased U.S. government activity in the Treasury markets would put pressure on the U. S. dollar. Sharp price movements in the currency markets hindered performance throughout March. A strong uptrend in the euro moved against our short positions early in the month as a result of a weakening dollar. As Grant Park’s euro positions reversed to long near month-end, the euro underwent a sharp decline, resulting in losses. An improved outlook on the global economy drove base metals prices upwards against short positions. Speculators bid up industrial metals on beliefs that a more stable global marketplace would result in increased industrial production. Short positions in copper, aluminum, and lead had the biggest impact on performance. Our positions in the energy markets posted mixed results, but still finished slightly lower last month. A steady rally in crude oil was supported by supply decreases in the sector and moved against Grant Park’s short positions. Losses in the energy markets were partially offset by short positions in natural gas. An announced surplus of natural gas spurred speculative selling, moving the price of natural gas 11% lower for March. Grant Park registered solid gains in the fixed income markets. Long eurodollar and euribor positions accounted for the

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bulk of gains. Decreased lending in the financial sector put pressure on short-term yields, which supported prices in the short-term debt markets. Our positions in the longer-term markets also added to profits. Long UK gilt and German Bund positions made gains as European governments bid up the fixed income markets with quantitative easing initiatives.

Grant Park recorded losses in April. Class A units were down 1.73%, Class B units were down 1.78%, Legacy 1 Class units were down 1.59%, Legacy 2 Class units were down 1.61%, GAM 1 Class units were down 0.28%, GAM 2 Class units were down 0.30% and GAM 3 Class units were down 0.44%. Grant Park’s short positions in the grains markets registered profits. Strength in the U.S. dollar drove corn and wheat prices lower alongside positions. Depressed demand caused increased grain inventories which furthered the price decline. Grant Park finished slightly lower in the in the currency markets for April. Losses on established-currency positions accounted for the majority of setbacks. Long positions in the Australian dollar partially offset sector losses as increased demand for higher yielding currencies moved markets higher. Mixed performance in the energy markets resulted in flat performance for the month. Short crude oil positions posted losses as strength in the equity markets moved prices higher. Losses in the sector were offset by profits made on short natural gas positions. Forecasts for ongoing weak demand and elevated inventories caused speculative selling, driving natural gas prices down. The portfolio registered strong gains in the equity markets. Grant Park’s models took advantage of a number of reversals in Asian and Australian markets. Positions in the Hong Kong Hang Seng, Australian SPI, and Japanese Nikkei indices accounted for the majority of sector profits. Long positions in the fixed-income sector resulted in losses. Optimism about the future of the global economy moved global equity markets higher, putting pressure on the debt markets. Changes regarding government stimulus and quantitative easing initiatives also played a role in driving fixed-income markets lower. A rally in industrial metals resulted in setbacks for the portfolio’s short positions. Speculators drove prices on base metals up on beliefs that an improving global economy could result in increased industrial production. Short positions in the gold market registered losses as increased demand held prices at high levels.

Grant Park recorded gains in the month of May. Class A units were up 1.64%, Class B units were up 1.58%, Legacy 1 Class units were up 1.66%, Legacy 2 Class units were up 1.62%, GAM 1 Class units were up 2.02%, GAM 2 Class units were up 1.97% and GAM 3 Class units were up 1.77%. Grains prices rallied on weak supply forecasts due to poor weather conditions in the Midwestern U.S. A devaluing of the U.S. dollar also played a major role in driving grains prices higher. Prices on lean hogs declined in May as a result of soft demand in the livestock markets. The U.S. dollar declined sharply against counterparts as increased risk appetite in foreign markets spurred mass liquidations. Indications of economic recovery incited investment in higher-yielding currencies, moving the Japanese yen and Australian dollar higher for May. Crude oil markets moved higher as a weak U.S. dollar drove prices up. Adding to crude oil’s rally were supply concerns stemming from declining inventories and ongoing rebel attacks on West African oil production facilities. Improved investor sentiment sent most major equity indices higher last month. A number of positive global economic indicators, including increased U.S. consumer confidence and strong Japanese industrial production, prompted sidelined investors to re-enter the equity markets. The U.S. Treasury markets declined sharply in May as speculators forecasted increased supply in the debt markets. Speculators in the fixed income markets liquidated positions, anticipating that the U.S. government will increase debt issuance to offset the current budget deficit. Benefitting from the devaluing of the U.S. dollar, the precious metals markets underwent a strong uptrend throughout May. Commodities investors, attempting to hedge long dollar positions, drove the gold markets up in excess of 9% during the month.

Grant Park recorded losses in the month of June. Class A units were down 3.41%, Class B units were down 3.46%, Legacy 1 Class units were down 3.10%, Legacy 2 Class units were down 3.12%, GAM Class 1 units were down 3.21%, GAM Class 2 units were down 3.24% and GAM Class 3 units were down 3.49%. Grains prices generally declined in June. The corn and wheat markets were among the biggest movers as prices declined nearly 20% from recent highs. In the softs markets, sugar underwent a steady rally following increasing demand caused by weakness in the U.S. dollar. Liquidations across various emerging market currencies were caused by forecasts of a prolonged global economic recovery. Weak economic data, including weaker-than-expected U.S. unemployment figures, led to declines in higher-yielding currencies such as the Australian and New Zealand dollars against the U.S. dollar. Crude oil prices rose sharply to reach six-month highs. Supply concerns stemming from violence against Nigerian oil facilities served as a main driver behind crude oil’s rally. Prices in the natural gas markets declined in June as poor prospects for rapid economic growth weighed on demand forecasts. Domestic and global equity markets underwent a volatile month before finishing slightly lower for June. Uncertainty caused by both strong and weak economic data was the main driver behind declines in most major North American, European, and Asian equity indices. Despite intra-month movement, U.S. fixed-income products finished June nearly unchanged. Speculators bid up the debt markets on forecasts of possible interest rate hikes, only to liquidate positions by month-end following weak economic data. Gold prices declined in June as a result of a stronger U.S. dollar and liquidations from large commodity funds. Over-exaggerated inflation projections caused commodity funds to liquidate inflation-hedging gold positions.

Grant Park recorded losses in the month of July. Class A units were down 1.26%, Class B units were down 1.32%, Legacy 1 Class units were down 1.08%, Legacy 2 Class units were down 1.09%, GAM Class 1 units were down 1.26%, GAM Class 2 units were down 1.28% and GAM Class 3 units were down 1.43%. Soybean prices declined in July as a result of optimal weather in the Midwestern United States and technical selling by large commodity funds. In the softs markets, tight supply forecasts drove sugar prices to multi-year highs. The U.S. dollar declined against most counterparts in July. Signs of economic recovery and strong moves in the global equity markets supported higher-yielding currencies such as the Australian dollar. Elevated inventories in the energy

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markets led to a decline across the sector. Speculators liquidated positions on beliefs that higher inventory levels were a sign of ongoing weak demand for energy products. Strong corporate earnings resulted in solid gains in the global equity markets last month. Improvement in a number of global economic indicators also played a major role in moving prices higher. A surge in investor risk appetite caused prices in the fixed-income markets to decline in July. Investors liquidated debt positions on speculation that the global recession may be abating. Gold markets rallied in July in response to a weak U.S. dollar. In the base metals markets, better-than-expected housing starts for June led to strong gains in the copper markets. An improvement in the U.S. growth report also added to the rally in base metals.

Grant Park recorded gains in the month of August. Class A units were up 1.15%, Class B units were up 1.09%, Legacy 1 Class units were up 1.27%, Legacy 2 Class units were up 1.26%, GAM 1 Class units were up 1.11%, GAM 2 Class units were up 1.09% and GAM 3 Class units were up 0.94%. Grains prices generally declined in August. Optimal weather in major U.S. farming regions supported views of future elevated supply, moving markets lower. In the softs markets, sugar prices continued to climb as a result of weak supply forecasts from Brazil and India. The Japanese yen and U.S. dollar rallied against many emerging currencies as volatility in the equity markets prompted investors to liquidate riskier assets. The British pound weakened against most currencies as reports showed declining UK home prices in July. Elevated U.S. energy inventories led to declines in the natural gas markets throughout August. Also adding to the decline in natural gas was speculation that industrial demand would remain low until the global recession abated. Several reports containing bullish economic data drove North American and European equity markets higher last month. In China, equity markets declined as concerns over tighter lending restrictions weighed on investor confidence. Weak investor confidence caused by short-term declines in the equity markets supported fixed-income markets last month. Increased demand during recent Treasury auctions also played a role in moving debt markets higher. Base metals prices rallied in response to weakness in the U.S. dollar. Improving industrial production figures from Europe also supported the base metals markets. Nickel markets were among the biggest movers in the sector, moving more than 12% higher for the month.

Grant Park recorded gains in the month of September. Class A units were up 1.17%, Class B units were up 1.12%, Legacy 1 Class units were up 1.21%, Legacy 2 Class units were up 1.21%, GAM 1 Class units were up 1.18%, GAM 2 Class units were up 1.10% and GAM 3 Class units were up 0.96%. Wheat and soybean prices declined throughout September as speculators forecasted a record-breaking crop harvest for 2009. In the corn markets, cold weather fostered supply concerns driving corn prices higher. The British pound weakened against major currencies last month as the Bank of England released comments stating that further quantitative easing may be in the near future. In the U.S., renewed risk appetite among investors led to declines in the U.S. dollar against major counterparts. After a recent strong downtrend, the natural gas markets reversed sharply higher last month. Weaker-than expected inventory data and cold weather in the U.S. were the main drivers behind moves. Crude oil markets declined as ongoing uncertainty regarding the global economy supported weak demand forecasts. Equity markets rallied as a result of an improved outlook for the global economy. Signs of improving liquidity in the financial markets and stronger economic indicators were the main drivers behind moves. In Asia, Japanese equity markets fell as strength in the yen put pressure on demand for Japanese exports. U.S. fixed-income markets rallied last month as speculators believed interest rates would remain unchanged in the near future. European debt instruments declined as strong gains in the European equity markets prompted liquidations. Gold prices moved higher last month as investors attempted to hedge inflation caused by weakness in the U.S. dollar. Base metals predominantly declined as a result of forecasts of ongoing weak demand in the industrial sector.

Three months ended September 30, 2008

Positions in several emerging market currencies drove sector performance throughout the third quarter of 2008. Long positions registered losses as the Indonesian rupiah, Indian rupee, Hungarian forint, and Brazilian real declined against the dollar. Moving against Grant Park’s positions, the U.S. dollar strengthened as a result of the actions to bolster Fannie Mae and Freddie Mac and mergers throughout the financial industry. The Australian dollar weakened in response to the declining price of gold, one of the nation’s key exports, resulting in additional setbacks.

Positions in the energy markets posted losses for the quarter, driven by a 29% drop in the price of crude oil. Market analysts attribute crude’s decline to the U.S. dollar’s rising strength throughout the third quarter.

Weak grains prices also weighed on performance. Technical factors were the primary cause for the decline. The turmoil in the global equity markets caused investors to liquidate positions across all commodities markets in pursuit of safer investments. Improved weather conditions in the Midwest contributed to the selloff, especially in the corn and soybeans markets which experienced declines in excess of 35% and 33% respectively.

A strong U.S. dollar put pressure on the metals markets, moving them against Grant Park’s long positions. Reduced demand from Brazil, Russia, India, and China (the BRIC nations) also played a major role in driving prices downwards. The portfolio recouped setbacks as positions reversed in early September following the downward trending markets.

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Long positions in the fixed income sector fared well this quarter due to the volatility in the equity markets. Many speculators liquidated equity holdings to seek safer investments in the fixed income sector, thereby moving prices upwards. Positions in the U.S. Treasury and Japanese Government Bond markets were among the most profitable in the sector.

Grant Park’s short positions in the domestic and international equity indices markets performed particularly well in the third quarter. The collapse of financial giants, including Fannie Mae and Freddie Mac, Lehman Brothers, and Washington Mutual, sent share prices sharply down. Despite a slew of plans for government intervention, both domestically and internationally, investors fled from the equity markets driving prices lower. Dips in the Nikkei 225, Hang Seng, and German Dax indices accounted for the bulk of profits.

Nine months ended September 30, 2008

Key trading developments for Grant Park during the first nine months of 2008 include the following:

Grant Park recorded gains for the month of January. Class A units were up 2.49% and Class B units were up 2.42%. Grant Park’s long positions in the interest rate sector posted gains after the US Federal Reserve cut short-term interest rates by 75 basis points during a rare inter-meeting move on January 22nd. Positions in the shorter dated products benefited as prices for Eurodollars soared on the news and rallied further after the central bank elected to reduce rates by an additional 50 basis points during its regularly scheduled meeting at the end of the month. A report showing a drop in December payrolls also pushed fixed income prices higher. Grain prices rallied during the month, resulting in gains to Grant Park’s long positions in the soft/agricultural commodity sector. The largest profits came from the corn market after prices rallied in response to a US Department of Agriculture report that estimated the size of US corn inventories to be 20% lower than previous USDA forecasts. Soybean and wheat prices were also higher on speculation that falling grain stockpiles could substantially increase competition for planting acreage. Long positions in the metals sector benefited as gold prices soared during the month, rallying more than 9% as investors continued to purchase the precious metal in an effort to protect themselves from the uncertainty of global financial markets and a weaker US dollar. The decision by the Fed to ease interest rates also contributed to higher gold prices. Energy prices sagged during January, resulting in losses to long positions in the sector. Crude oil and unleaded gasoline positions sustained the largest setbacks as investors speculated that an economic downturn in the US could translate into decreased demand. Short positions in natural gas reported losses after prices rose in response to falling temperatures across the country. Currency positions sustained losses, particularly in the cross-rate markets where the euro depreciated against the Japanese yen on speculation that European interest rates could be headed lower during 2008. Long positions in the Canadian and Australian dollars were dealt losses on speculation that a slowdown in the US economy could lessen the demand for raw materials from those countries. Lastly, long positions in the stock indices posted losses as continued concerns over financial institutions’ exposure to sub-prime debt and the possibility of a US recession sent global equity markets lower by month’s end.

Grant Park recorded gains for the month of February. Class A units were up 9.66% and Class B units were up 9.58%. Long positions in the soft/agricultural commodities sector provided the largest gains for Grant Park during February after soybean, corn and wheat prices finished the month at or near record levels on concerns over the availability of grain stocks. Prices initially rose after the USDA reduced its forecasts for 2008 ending wheat inventories by 20 million bushels. The rally continued into the end of the month, fueled by reports of damage to Chinese crops and weakness in the US dollar. Coffee also rallied during the period, resulting in gains as analysts suggested that investors were purchasing soft commodities as a possible hedge against inflation. Energy prices also rose during the month, resulting in gains for the sector. Production problems out of Nigeria combined with forecasts of bitterly cold temperatures across the US pushed crude and heating oil prices higher at the onset of February; prices continued higher throughout the month on the weak US dollar and comments from Federal Reserve Chairman Ben Bernanke indicating the central bank’s willingness to implement additional rate cuts in order to combat a sluggish economy. Base and precious metals markets rallied during the month, resulting in profits. Reports that copper inventories were at their lowest levels since November spurred the red metal higher by month’s end. Platinum and palladium prices also gained. Long positions in gold reported gains after prices rose in response to a higher-than-expected reading on US consumer prices. Short positions in the US dollar advanced as the greenback weakened against its major trading partners on the Fed Chairman’s comments regarding the economy and monetary policy. The dollar continued its slide, reaching new historical lows against the euro on reports of falling US home prices, a drop in durable goods orders, weak consumer confidence data and stagnant manufacturing numbers. Prices for interest rate instruments were higher during the month, resulting in gains. The largest profits in the sector came from long positions in the Japanese Government Bond market after prices there rose in response to falling industrial production and inflation data. Talk of further rate cuts in the US benefited long positions in the Eurodollar market. Lastly, short positions in the stock index sector reported gains as global equities markets finished February at lower levels. Uncertainty as to the depth of the ongoing credit crisis, along with tepid service sector data and disappointing earnings reports out of the US and Europe, pushed stock prices lower as investors fretted over the possibility of a recession in the US.

Grant Park recorded losses in the month of March. Class A units were down 0.63% and Class B units were down 0.70%. Long positions in the softs/agricultural commodities sector were the primary contributors to this month’s losses. Positions in the soybean complex sustained setbacks as soybean prices closed at a new 3-month low after reports showed an increase in 2008 U.S. planting estimates. A sell-off in the coffee market added to losses as analysts suggested that investors liquidated profitable long positions in the wake of February’s rally in commodity prices. Long metals positions, both in the industrial and precious sectors, registered losses as a mid-month rally in the U.S. dollar drove commodity prices lower. Positions in gold, copper, palladium, and

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platinum were the biggest contributors to sector losses. Grant Park experienced modest gains in the equity indices sector, as profitable positions in the European indices outweighed losses incurred from positions in the U.S. and Japanese equity markets. Fueled by a falling Japanese government bond market, the fixed income sector registered gains this past month. After a powerful surge in February, analysts charged the sell-off in the Japanese fixed income markets to poor results posted from the most recent Japanese bond auction. Next to the currency sector, positions in the energy markets were the most profitable for Grant Park. A late-month rally across the sector added gains to long positions. Analysts suggest that the linchpin to rising energy prices was a March 21st Department of Energy Report that quoted big drops in refinery utilization rates. Lastly, currency positions were profitable with the bulk of the gains coming from the euro and Japanese yen markets. Despite the brief mid-month dollar rally, the euro reached new all-time highs against the greenback, as talk of a U.S. recession was accompanied by the news of J.P. Morgan’s buyout of Bear Stearns. The Japanese yen fluctuated intra-month on increased fears of a U.S. recession and falling demand for Japanese fixed income products, before finishing the month lower against the dollar, producing modest gains for the portfolio’s short yen positions.

Grant Park recorded losses in April. Class A units were down 0.13% and Class B units were down 0.20%. Grant Park’s positions in fixed income registered losses in April. The majority of the setbacks came from long positions in the Japanese Government Bond (JGB) markets. After an impressive rally in March, JGBs plummeted early in the month due to technical profit-taking by traders looking to get a jump on performance early in the new Japanese fiscal year. Adding to the decline was a drop in demand for Japanese fixed income products as was witnessed through the poor results of 2008’s first Japanese bond auction. Rallies in the U.S. equity markets moved against Grant Park’s short positions last month. Speculators drove equity markets upwards on beliefs that the U.S. economy is slowly turning a corner. Supporting these beliefs was news of large capital infusions at financial firms such as Lehman Brothers and UBS, and strong earnings reports from technology firms such as Google, IBM, and Intel. Short positions in international equity indices, namely the Dax and Nikkei 225, also experienced setbacks on visions of an improving economy. Long positions in the metals markets, namely gold, finished slightly negative this month. Despite a steady uptrend in the first half of the month, gold ended April slightly lower. Gold prices were driven down by many speculators liquidating their positions in response to a strengthening U.S. dollar. Despite losses in the livestock sector, the softs/agriculturals portion of the portfolio produced modest gains this month. Long positions in the corn and soybean markets became profitable as ongoing poor weather conditions tormented Midwest farming regions. Delayed plantings due to heavy rains and cool temperatures fueled the upsurge. Grant Park’s currency positions posted gains this month. The effects of a rally in the U.S. dollar against the portfolio’s short positions were offset by profitable uptrends in various minor currency crosses. Positions in the Mexican peso, Singapore dollar, South African rand, and Columbian peso contributed to the sector’s gains. Long positions across the entire energy sector proved to be profitable this month as many of the energy markets hit new all-time highs. Crude oil was the biggest contributor to the sector as it reached a high of $119.93 per barrel. The rally in the crude markets was driven by supply concerns from some of the globe’s biggest oil producing nations. Violence in Nigeria against various Exxon Mobil production facilities and refusal of OPEC to increase crude supply were the main drivers behind this month’s energy moves.

Grant Park recorded gains in the month of May. Class A units were up 2.11% and Class B units were up 2.03%. Grant Park’s positions in the energy complex were again the drivers in the portfolio’s performance this month. Still predominantly long across the sector, Grant Park earned substantial profits as the energy markets endured a strong sector-wide uptrend. The biggest contributions came from rallies in the crude oil markets. Despite some intra-month price swings, crude oil finished the month $14.62 per barrel (or 12.97%) higher than last month’s close. Although the price of crude was most heavily affected this month by swings in the U.S. dollar, price shifts in the energy markets were also caused by increased energy demand from China after a horrid earthquake rattled the nation’s hydroelectric power markets. Due to short positions in the European financial markets, the portfolio performed particularly well in the fixed income sector. The most notable positions were those in the Euro bund and Euribor (European Interbank Offered Rate) markets. On strong economic data throughout the month, speculators began to adopt a view that the European economy may be in an upswing. This renewed confidence drove up yields on most major financial instruments, pushing prices in the futures markets (which move inversely to yields) downwards. Although ultimately profitable in the sector, short positions in U.S. fixed income markets experienced setbacks. Continued domestic economic distress moved the U.S. based Eurodollar market upwards against the portfolio’s short positions. The continuing woes of a weakened global economy helped Grant Park’s currency positions in May. Mixed economic reports from the U.S., Great Britain, the Eurozone, and Australia caused big moves in the currency markets both with and against the portfolio’s positions. Grant Park fared well as profits stemming from short dollar positions against the Aussie dollar, Turkish lira, and Mexican peso outweighed losses sustained from the more established currencies such as the British pound, euro, and Canadian dollar. The bulk of the portfolio’s setbacks in May stemmed from positions in the equity indices markets. Grant Park’s continued short exposure to the U.S. equity markets experienced losses as the front contract in the e-mini S&P 500 rallied 5.82%. Short positions in France’s CAC40 and Germany’s Dax indices also produced losses, as better-than expected economic data released near month’s end spurred a boost in the equity markets. Grant Park’s positions in the metals markets provided mixed results for the portfolio, but were net negative for May. Losses incurred due to steady decreases in copper prices against the portfolio’s long positions accounted for most of the setbacks in the sector. Analysts attribute the move to the recent firming of the U.S. dollar and decreased demand from China due to a recent earthquake. On the short side however, modest profits were earned on a 22.77% slide in the nickel markets, which moved alongside Grant Park’s short positions. Lastly, the softs/agriculturals sector did not prove profitable this past month, as the portfolio registered minor losses in the grains markets. Corn prices dipped more than 2%, moving against long positions, in May in response to a strengthening dollar. Many analysts also attribute declines in grains prices to a late-month drop in energy prices.

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Grant Park recorded gains in June. Class A units were up 3.06% and Class B units were up 2.99%. Grant Park’s long positions in the energy sector performed well as they rode a sector wide surge in prices this past month. A combination of a weakening greenback and production concerns were the biggest contributors to the heightened prices in the sector. The rebel group, MEND (The Movement for the Emancipation of the Niger Delta), continued their attacks on major oil producers in Africa, putting a clamp on the region’s ability to produce the highly sought after light sweet crude oil. The comments made by two separate figureheads in the Middle East that oil prices could reach as high as $170 by summer’s end and that oil producer Libya may reduce oil production caused a big question mark to appear over the supply-side of the crude oil markets in the region, which drove prices upwards. Another profitable sector for Grant Park this past month was the softs/agriculturals sector. Leading the way was the portfolio’s long corn positions. Massive rains sweeping across the Midwest, especially in Illinois, Iowa, and Missouri, kept many farmers out of their fields, as their corn crop spent a good portion of June under as much as six inches of water in certain areas. In the face of weakening ethanol demand, Mother Nature drove corn prices up 20.45% before month’s end. Short positions in the domestic and foreign equity indices markets fared well in June as well, due to the lingering effects of last year’s credit crisis on global stocks. At home in the U.S., equity markets waned throughout the month on the heels of poor earning reports from some of the nation’s biggest financial firms. Sky-rocketing oil prices and fleeting consumer confidence, both domestically and abroad, surely had an effect on the equity markets as well. Grant Park performed well in the base metals sector in the month of June. Fueled by supply constraints, price increases in the aluminum and copper markets were the main causes for profits in the sector. A labor strike in Peru, a major producer of copper, and a temporary shutdown of a crucial aluminum producing plant here in the U.S. caused a shock in the market pushing the price of both metals up more than 7% for the month. Also having a positive impact on the metals markets (as with most other commodities) was a decline in the value of the U.S. dollar. Investments into the European fixed income markets experienced gains this past month. Price movements were primarily driven by the announcement from the European Central Bank, stating they would be adopting a firmer monetary policy in the coming months to combat inflation. The statement, which came as a surprise to many speculators given the poor economic outlook in Europe, pushed interest rate yields to near all-time highs, diving financial futures downwards in line with Grant Park’s short positions. Despite losses in the domestic fixed income, short positions in the European markets, mainly the Euribor and German bund markets, overcame the setbacks and made the sector profitable for June. The bulk of the setbacks this month came from the currency markets. Contributing to losses were long positions in the New Zealand dollar. Despite a slight retracement mid-month, the kiwi declined against the greenback on poor consumer confidence and unemployment figures in the region. Dips in the kiwi can also be attributed to the announcement made by the Reserve Bank of New Zealand’s Governor saying that although rates remained steady in June, they would most likely be cut in the months to come. Further adding to setbacks for the sector were losses in various minor currency positions, including the Colombian peso, Czech koruna, and Icelandic krona.

Grant Park recorded losses in July. Class A units were down 5.06% and Class B units were down 5.12%. Long positions in the energy sector incurred the fund’s largest losses during July after crude oil prices fell more than 11% by month’s end. Prices broke after Hurricane Bertha moved away from crude oil platforms in the Gulf of Mexico and continued lower throughout the month as reports released in the U.S and abroad indicated that high prices were driving the demand for fuel lower. A near-sector-wide downshift in softs/agriculturals moved against Grant Park’s positions. After several months of positive performance, our positions in corn and soybeans declined by 20% and 12%, respectively. After substantial rains and flooding restricted planting activities earlier in the summer, improved weather since has allowed farmers to plant more acreage. Analysts are therefore expecting a more bountiful grain harvest, with a corresponding decrease in future prices. Grant Park’s positions in this sector created losses during July, including short positions in the German bund and Euribor (European Interbank Offered Rate) markets. The release of a poor economic outlook for the European economy drove prices upward. Falling consumer confidence levels, poor growth data for Germany, and record high inflation all helped paint the backdrop for rallies in the fixed income markets. Position in the metals sector registered minor losses. A month-end rally in the US dollar put pressure on the sector and had a large impact on the 5.7% decrease in copper prices. Further, Congress’ discussion of intervening in the grain and energy markets caused many larger institutions to liquidate positions and move to the sidelines of the commodity markets. Grant Park posted gains in the equity indices markets, driven by our short positions in the European and U.S. equity markets. In the U.S., the possible failure of Fannie Mae and Freddie Mac sent ripples through the markets, causing many speculators to lose confidence and begin liquidating their equity positions. Prices declined and the markets quieted after Congress voted to protect the two mortgage lenders. Abroad, European indices, including the CAC 40 and IBEX 35, declined as poor economic conditions in the Eurozone continued. The ECB President’s failure to raise rates, coupled with Germany’s announcement that the second quarter would produce another quarter of negative growth played a big part in putting downward pressure on share prices. Grant Park’s positions across a variety of non-major currencies registered profits. Early in the month, the portfolio’s short dollar positions earned modest gains. The biggest contributors to the sector were the long positions in the Colombian and Mexican pesos. In response to rising inflation across Mexico and Latin America, both the Colombian and Mexican Central Banks opted to raise rates, giving their respective currencies a boost. These positions along with long positions in the Brazilian real and Turkish lira lifted sector performance and offset minor losses in the euro and Great British pound.

Grant Park recorded losses for August. Class A units were down 2.41% and Class B units were down 2.48%. Least profitable for Grant Park this past month were positions in the currency markets. A steady weakening of the Australian dollar against the greenback was the primary driver behind setbacks in the sector. The large dip in the currency was the result of declining gold prices (one of Australia’s biggest exports) and speculation that the Reserve Bank of Australia would soon be cutting interest rates to

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aid the nation’s slowing economy. Heavy volatility in the grains and softs markets proved trying for performance throughout August. Long positions in the soybean market experienced losses on a 15.92% mid-month decline in prices, only to recoup much of the setbacks on a strong upwards retracement by month’s end. In the gold markets, Grant Park endured setbacks both on long and short positions. Like many other commodities in August, gold prices were primarily driven by moves in crude oil and the U.S. dollar. Early in the month, decreasing energy prices and a strengthening dollar, caused gold prices to move against the portfolio’s long positions and touch the lowest level of 2008 at $774.0 per ounce. As Grant Park’s positions became short mid-month, they were quickly met with reversals. Grant Park’s positions in the energy sector also underperformed this past month. The bulk of the sector’s setbacks were predominantly found in the crude oil markets. Crude slipped 7.27% in August, moving in contrast to positions. A boost in the greenback was most likely the primary cause for declines in the energy markets. Although finishing lower for the month, the markets experienced a strong pullback in the last week of trading due to concerns that Hurricane Gustav would impede energy production in the Gulf of Mexico, which helped offset some losses. Despite modest profits in the Stockholm OMX 30 Index, Grant Park finished August negative in the equity index sector. Setbacks were diversified amongst positions in the largest indices in North America, Europe, Asia, and Austria. Further adding to losses was an upwards revision of U.S. GDP growth for the second quarter, which gave share prices a boost. Finally, the Asia/Pacific fixed income markets accounted for the bulk of Grant Park’s profits this past month, with long positions in the Japanese and Australian markets performing particularly well. Persisting concerns about the status of the Japanese economy was the primary driver in the JGB markets.

Grant Park recorded gains in September. Class A units were up 1.31% and Class B units were up 1.24%. Grant Park’s short positions in the equity indices markets were the largest factor in our positive performance in this sector during September. Share prices declined because of on-going uncertainty about the global economy. The collapse of major financial institutions, including Washington Mutual and Lehman Brothers, and the need for a $700 billion government restructuring program reinforced the negative performance of equities. Our short positions in the base metals markets created strong gains for the portfolio throughout the month. The slide in metals prices was likely caused by a sharp decrease in the demand for raw materials as a result of tightening credit markets. The devastating effect of the credit crunch on the economies of the BRIC nations (Brazil, Russia, India, and China) was especially key, as this group of nations has accounted for much of the demand in base metals over the past several years. The portfolio earned modest gains in the livestock markets this past month. A strengthening dollar and the declines in the prices of grains and feeds combined to create substantial pressure on the live cattle and lean hogs markets. Results in the fixed income sector were mixed this past month. Long positions in the European and U.S. debt markets earned modest profits as declining equities prices drove investors into the more risk-averse debt markets. Profits were slightly offset, however, as long positions in the Asian equity markets endured setbacks in the Japanese Government Bond and Euroyen markets. After heavy volatility in the energy sector, Grant Park finished slightly lower for the month. Predominantly following moves in the U.S. dollar all throughout September, the crude oil markets experienced a rally mid-month, resulting in minor losses for the portfolio’s short positions. The currency sector was not profitable during September. Losses were generally caused due to short positions on the U.S. dollar against a number of emerging market currencies, including the Brazilian real, Indonesian rupiah, Indian rupee, and Turkish lira. The consequences of the on-going credit crisis have been felt around the world and its impact is most clearly visible in the emerging nations. Speculators have been driving these emerging currencies down against the dollar with the expectation that the U.S. will be able to recover faster than other less established nations.

Off-Balance Sheet Risk

Off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. Grant Park trades in futures and other commodity interest contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, Grant Park faces the market risk that these contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the commodity interest positions of Grant Park at the same time, and if Grant Park were unable to offset positions, Grant Park could lose all of its assets and the limited partners would realize a 100% loss. Grant Park minimizes market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 25%. All positions of Grant Park are valued each day on a mark-to-market basis.

In addition to market risk, in entering into commodity interest contracts there is a credit risk that a counterparty will not be able to meet its obligations to Grant Park. The counterparty for futures and options on futures contracts traded in the United States and on most non-U.S. futures exchanges is the clearing organization associated with such exchange. In general, clearing organizations are backed by the corporate members of the clearing organization who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing organization is not backed by the clearing members, like some non-U.S. exchanges, it is normally backed by a consortium of banks or other financial institutions.

In the case of forward contracts, over-the-counter options contracts or swap contracts in the foreign exchange market, which are traded on the interbank or other institutional market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a central clearing organization backed by a group of financial institutions. As a result, there will likely be greater counterparty

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credit risk in these transactions. Grant Park trades only with those counterparties that it believes to be creditworthy. Nonetheless, the clearing member, clearing organization or other counterparty to these transactions may not be able to meet its obligations to Grant Park, in which case Grant Park could suffer significant losses on these contracts.

In the normal course of business, Grant Park enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. Grant Park’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against Grant Park that have not yet occurred. Grant Park expects the risk of any future obligation under these indemnifications to be remote.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Introduction

Grant Park is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of Grant Park’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to Grant Park’s business.

Market movements result in frequent changes in the fair value of Grant Park’s open positions and, consequently, in its earnings and cash flow. Grant Park’s market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the fair value of financial instruments and contracts, market prices for base and precious metals, energy complexes and other commodities, the diversification effects among Grant Park’s open positions and the liquidity of the markets in which it trades.

Grant Park rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance. Grant Park’s current trading advisors all employ trend-following or pattern recognition strategies that rely on sustained movements in price. Erratic, choppy, sideways trading markets and sharp reversals in movements can materially and adversely affect Grant Park’s results. Grant Park’s past performance is not necessarily indicative of its future results.

Value at risk is a measure of the maximum amount that Grant Park could reasonably be expected to lose in a given market sector in a given day. However, the inherent uncertainty of Grant Park’s speculative trading and the recurrence in the markets traded by Grant Park of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated value at risk or Grant Park’s experience to date. This risk is often referred to as the 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 included in this section should not be considered to constitute any assurance or representation that Grant Park’s losses in any market sector will be limited to value at risk or by Grant Park’s attempts to manage its market risk. Moreover, value at risk may be defined differently as used by other commodity pools or in other contexts.

Materiality, as used in this section, is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of Grant Park’s market sensitive instruments.

The following quantitative and qualitative disclosures regarding Grant Park’s market risk exposures contain forward-looking statements. All quantitative and qualitative disclosures in this section are deemed to be forward-looking statements, except for statements of historical fact and descriptions of how Grant Park manages its risk exposure. Grant Park’s primary market risk exposures, as well as the strategies used and to be used by its trading advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of Grant Park’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of Grant Park. Grant Park’s current market exposure and/or risk management strategies may not be effective in either the short- or long-term and may change materially.

Quantitative Market Risk

Trading Risk

Grant Park’s approximate risk exposure in the various market sectors traded by its trading advisors is quantified below in terms of value at risk. Due to Grant Park’s mark-to-market accounting, any loss in the fair value of Grant Park’s open positions is directly reflected in Grant Park’s earnings, realized or unrealized.

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Exchange maintenance margin requirements have been used by Grant Park as the measure of its value at risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% to 99% of any one-day interval. The maintenance margin levels are established by brokers, dealers and exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component that is not relevant to value at risk.

In the case of market sensitive instruments that are not exchange-traded, including currencies and some energy products and metals in the case of Grant Park, the margin requirements for the equivalent futures positions have been used as value at risk. In those cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

In the case of contracts denominated in foreign currencies, the value at risk figures include foreign currency margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to Grant Park, which is valued in U.S. dollars, in expressing value at risk in a functional currency other than U.S. dollars.

In quantifying Grant Park’s value at risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category’s aggregate value at risk. The diversification effects resulting from the fact that Grant Park’s positions are rarely, if ever, 100% positively correlated have not been reflected.

Value At Risk By Market Sectors

The following tables indicate the trading value at risk associated with Grant Park’s open positions by market category as of September 30, 2009 and December 31, 2008 for Grant Park, and the trading gains/losses by market category for the nine months ended September 30, 2009 and the year ended December 31, 2008. All open position trading risk exposures of Grant Park have been included in calculating the figures set forth below. As of September 30, 2009, Grant Park’s net asset value was approximately $836.3 million. As of December 31, 2008, Grant Park’s net asset value was approximately $643.6 million.

September 30, 2009

Market Sector	Value at Risk		% of Total Capitalization	Trading Gain/(Loss)
Stock Indices	$	29,139,913	3.5%	3.6%
Interest Rates	23,830,031		2.8	(3.0)
Currencies	19,756,395		2.4	0.1
Metals	13,144,783		1.6	−
Energy	4,331,756		0.5	(2.3)
Softs	3,852,842		0.4	(0.1)
Agriculturals	3,434,435		0.4	−
Meats	727,193		0.1	−
Total	$	98,217,348	11.7%	(1.7)%

December 31, 2008

Market Sector	Value at Risk		% of Total Capitalization	Trading Gain/(Loss)
Interest Rates	$	14,965,191	2.3%	8.6%
Currencies	5,596,368		0.9	0.1
Metals	3,323,166		0.5	3.0
Stock Indices	2,393,475		0.4	5.6
Energy	1,509,880		0.2	8.4
Agriculturals	642,068		0.1	3.0
Softs	603,856		0.1	1.5
Meats	240,495		−	0.3
Total	$	29,274,499	4.5%	30.5%

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Material Limitations On Value At Risk As An Assessment Of Market Risk

The face value of the market sector instruments held by Grant Park is typically many times the applicable maintenance margin requirement, which generally ranges between approximately 1% and 10% of contract face value, as well as many times the capitalization of Grant Park. The magnitude of Grant Park’s open positions creates a risk of ruin not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause Grant Park to incur severe losses over a short period of time. The value at risk table above, as well as the past performance of Grant Park, gives no indication of this risk of ruin.

Non-Trading Risk

Grant Park has non-trading market risk on its foreign cash balances not needed for margin. However, these balances, as well as the market risk they represent, are not significant. Grant Park also has non-trading market risk as a result of investing a substantial portion of its available assets in U.S. Treasury bills and short term investments. The market risk represented by these investments is also not significant.

Qualitative Market Risk

Trading Risk

The following were the primary trading risk exposures of Grant Park as of September 30, 2009, by market sector.

Stock Indices

Grant Park’s primary equity exposure is due to equity price risk in the G-7 countries as well as other jurisdictions including Hong Kong, Taiwan, Africa, India, Singapore, South Korea, and Australia. The stock index futures contracts currently traded by Grant Park are generally limited to futures on broadly based indices, although Grant Park also trades narrow-based stock index or single-stock futures contracts. As of September 30, 2009, Grant Park was predominantly long indices in the U.S., Europe, China, South Korea, India, Japan, Canada, and Taiwan, but had a few short positions in various U.S. markets. Grant Park is primarily exposed to the risk of adverse price trends or static markets in the major North American, European, and Asian indices. Static markets would not cause major market changes but would make it difficult for Grant Park to avoid being “whipsawed” into numerous small losses.

Interest Rates

Interest rate risk is a principal market exposure of Grant Park. Interest rate movements directly affect the price of the futures positions held by Grant Park and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact Grant Park’s profitability. Grant Park’s primary interest rate exposure is due to interest rate fluctuations in the United States and the other G-7 countries. Grant Park also takes futures positions on the government debt of smaller nations, such as Australia, New Zealand, and Mexico. The general partner anticipates that G-7 interest rates will remain the primary market exposure of Grant Park for the foreseeable future. As of September 30, 2009, Grant Park was predominantly long interest rate instruments in the UK, Europe, New Zealand, Asia, Canada, Mexico, and the U.S. The portfolio had short positions in Australian interest rate products.

Currencies

Exchange rate risk is a significant market exposure of Grant Park. Grant Park’s currency exposure is due to exchange rate fluctuations, primarily fluctuations that disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. Grant Park trades in a large number of currencies, including cross-rates, which are positions between two currencies other than the U.S. dollar. The general partner anticipates that the currency sector will remain one of the primary market exposures for Grant Park for the foreseeable future. As of September 30, 2009, Grant Park was short the U.S. dollar against various major currencies including the Australian dollar, Canadian dollar, Euro, Swiss franc, Japanese yen, and New Zealand dollar, but was long the U.S. dollar against the British pound and Mexican peso. In general, with the exception of the British pound and Mexican peso, a weaker U.S. dollar against most major currencies would benefit Grant Park.

Metals

Grant Park’s metals market exposure is due to fluctuations in the price of both precious metals, including gold and silver, as well as base metals including aluminum, copper, nickel and zinc. As of September 30, 2009, in the precious metals sector Grant Park

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had long positions in gold, silver, palladium, and platinum. In the base metals markets, Grant Park was long copper, lead, nickel and zinc, but had short positions in aluminum.

Energy

Grant Park’s primary energy market exposure is due to gas and oil price movements, often resulting from political developments in the Middle East, Nigeria, Russia and South America. As of September 30, 2009, the energy market exposure of Grant Park was predominantly short in the natural gas, crude oil, brent crude oil, gasoline, heating oil, kerosene, and unleaded gasoline markets. The portfolio did have slightly long exposure to the gas oil markets. Oil and gas prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Agricultural/Meat/Softs

Grant Park’s primary commodities exposure is due to agricultural price movements, which are often directly affected by severe or unexpected weather conditions as well as other factors. As of September 30, 2009, in the grains markets, Grant Park had short positions in corn, soybean oil, canola, and wheat, and long positions in soybeans and the soybean meal markets. Grant Park was predominantly short the livestock markets with short positions in live cattle, lean hogs, and feeder cattle. In the softs/industrials sectors, Grant Park was long sugar, cocoa, cotton, coffee, and rubber.

Non-Trading Risk Exposure

The following were the only non-trading risk exposures of Grant Park as of September 30, 2009.

Foreign Currency Balances

Grant Park’s primary foreign currency balances are in Japanese yen, British pounds, Euros and Australian dollars. The trading advisors regularly convert foreign currency balances to U.S. dollars in an attempt to control Grant Park’s non-trading risk.

Cash Management

Grant Park maintains a portion of its assets at its clearing brokers as well as at Lake Forest Bank & Trust Company. These assets, which may range from 5% to 25% of Grant Park’s value, are held in U.S. Treasury securities and/or Government-sponsored enterprises. The balance of Grant Park’s assets, which range from 75% to 95%, are invested in investment grade money market instruments purchased and managed at Middleton Dickinson Capital Management, LLC which are held in a separate, segregated account at State Street Bank and Trust Company. Violent fluctuations in prevailing interest rates or changes in other economic conditions could cause mark-to-market losses on Grant Park’s cash management income.

Managing Risk Exposure

The general partner monitors and controls Grant Park’s risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which Grant Park is subject.

The general partner monitors Grant Park’s performance and the concentration of its open positions and consults with the trading advisors concerning Grant Park’s overall risk profile. If the general partner felt it necessary to do so, the general partner could require the trading advisors to close out individual positions as well as enter positions traded on behalf of Grant Park. However, any intervention would be a highly unusual event. The general partner primarily relies on the trading advisors’ own risk control policies while maintaining a general supervisory overview of Grant Park’s market risk exposures. The trading advisors apply their own risk management policies to their trading. The trading advisors often follow diversification guidelines, margin limits and stop loss points to exit a position. The trading advisors’ research of risk management often suggests ongoing modifications to their trading programs.

As part of the general partner’s risk management, the general partner periodically meets with the trading advisors to discuss their risk management and to look for any material changes to the trading advisors’ portfolio balance and trading techniques. The trading advisors are required to notify the general partner of any material changes to their programs.

General

From time to time, certain regulatory or self-regulatory organizations have proposed increased margin requirements on futures contracts. Because Grant Park generally will use a small percentage of assets as margin, Grant Park does not believe that any increase in margin requirements, as proposed, will have a material effect on Grant Park’s operations.

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Item 4T. Controls and Procedures

As of the end of the period covered by this report, the general partner carried out an evaluation, under the supervision and with the participation of the general partner’s management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of Grant Park’s disclosure controls and procedures as contemplated by Rule 13a-15 of the Securities Exchange Act of 1934, as amended. Based on and as of the date of that evaluation, the general partner’s principal executive officer and principal financial officer concluded that Grant Park’s disclosure controls and procedures are effective, in all material respects, in timely alerting them to material information relating to Grant Park required to be included in the reports required to be filed or submitted by Grant Park with the SEC under the Exchange Act.

There was no change in Grant Park's internal control over financial reporting in the quarter ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, Grant Park's internal control over financial reporting.

PART II- OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to the risk factors relating to Grant Park from those previously disclosed in Grant Park’s Annual Report on Form 10-K for its fiscal year ended December 31, 2008, in response to Item 1A to Part 1 of Form 10-K.

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

(a) None.

(b) None.

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Issuer Purchases of Equity Securities

(c) The following table provides information regarding the total Class A, Class B , Legacy 1 Class, Legacy 2 Class, GAM 1 Class, GAM 2 Class and GAM 3 Class units redeemed by Grant Park during the three months ended September 30, 2009.

Period	Total Number of Class A Units Redeemed		Weighted Average Price Paid per Unit		Total Number of Class B Units Redeemed		Weighted Average Price Paid per Unit		Total Number of Legacy 1 Class Units Redeemed		Weighted Average Price Paid per Unit		Total Number of Legacy 2 Class Units Redeemed		Weighted Average Price Paid per Unit
07/01/09 through 07/31/09		86.82	$	1,422.29		1,965.54	$	1,225.20		—	$	959.03		—	$	958.05
08/01/09 through 08/31/09		833.48	$	1,438.64		4,674.51	$	1,238.60		—	$	971.16		—	$	970.17
09/01/09 through 09/30/09		656.90	$	1,455.52		4,170.09	$	1,252.46		—	$	982.95		0.25	$	981.95
Total		1,577.20	$	1,444.77		10,810.14	$	1,241.51		—	$	982.95		0.25	$	970.06

Period	Total Number of GAM 1 Class Units Redeemed		Weighted Average Price Paid per Unit		Total Number of GAM 2 Class Units Redeemed		Weighted Average Price Paid per Unit		Total Number of GAM 3 Class Units Redeemed		Weighted Average Price Paid per Unit		Total Number of Units Redeemed as Part of Publicly Announced Plans or Programs(1)		Maximum Number of Units that May Yet Be Redeemed Under the Plans/ Program(1)
07/01/09 through 07/31/09		—	$	972.27		—	$	971.12		—	$	963.81		2,052.36		(2	)
08/01/09 through 08/31/09		—	$	983.09		—	$	981.72		—	$	972.90		5,507.99		(2	)
09/01/09 through 09/30/09		—	$	994.74		0.25	$	992.54		—	$	982.22		4,827.49		(2	)
Total		—	$	994.74		0.25	$	981.79		—	$	972.98		12,387.84		(2	)

____________

	(1)	As previously disclosed, pursuant to Grant Park’s Limited Partnership Agreement, investors in Grant Park may redeem their units for an amount equal to the net asset value per unit at the close of business on the last business day of any calendar month if at least 10 days prior to the redemption date, or at an earlier date if required by the investor’s selling agent, the General Partner receives a written request for redemption from the investor. The General Partner may permit earlier redemptions in its discretion.
	(2)	Not determinable.

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Item 6. Exhibits

(a)	Exhibits

	10.1	Form of Advisory Contract Among the registrant, Dearborn Capital Management, L.L.C., the trading advisor and the trading company.(1)

	31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

	31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

	32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

____________

(1)

Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-153862) and incorporated herein by reference.

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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.

	GRANT PARK FUTURES FUND
	LIMITED PARTNERSHIP


Date: November 16, 2009	by:	Dearborn Capital Management, L.L.C.
		its general partner

		By:	/s/David M. Kavanagh
			David M. Kavanagh
			President
			(principal executive officer)

		By:	/s/Maureen O’Rourke
			Maureen O’Rourke
			Chief Financial Officer
			(principal financial and accounting officer)

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Attached files

GRANT PARK FUTURES FUND LIMITED PARTNERSHIP Reports

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