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EX-31.1 - EX-31.1 - DIVERSIFIED 2000 FUTURES FUND L.P.y03718exv31w1.htm
EX-32.2 - EX-32.2 - DIVERSIFIED 2000 FUTURES FUND L.P.y03718exv32w2.htm
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2010
 
OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from            to          
 
Commission File Number 000-32599
 
DIVERSIFIED 2000 FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
 
     
New York   13-4077759
 
 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
c/o Ceres Managed Futures LLC
522 Fifth Avenue - 14th Floor
New York, New York 10036
(Address of principal executive offices) (Zip Code)
 
(212) 296-1999
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes X  No  
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes    No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer     Accelerated filer     Non-accelerated filer X   Smaller reporting company  
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
 
Yes    No X
 
As of July 31, 2010, 44,022.3952 Limited Partnership Redeemable Units were outstanding.
 


 

 
DIVERSIFIED 2000 FUTURES FUND L.P.
 
FORM 10-Q
 
INDEX
 
             
            Page
           
Number
 
   
             
      Item 1.   Financial Statements:    
             
        Statements of Financial Condition at June 30, 2010
and December 31, 2009 (unaudited)
  3
             
        Schedules of Investments at June 30, 2010
and December 31, 2009 (unaudited)
  4 − 5
             
        Statements of Income and Expenses and Changes in Partners’ Capital for the three and six months ended June 30, 2010 and 2009 (unaudited)   6
             
             
        Notes to Financial Statements (unaudited)   7 − 16
             
      Item 2.   Management’s Discussion and Analysis of Financial
Condition and Results of Operations
  17 − 19
             
      Item 3.   Quantitative and Qualitative Disclosures about Market
Risk
  20 − 22
             
      Item 4.   Controls and Procedures   23
     
  24 − 27
Exhibits
     
     
EX–31.1 CERTIFICATION
     
EX–31.2 CERTIFICATION
     
EX–32.1 CERTIFICATION
     
EX–32.2 CERTIFICATION
     
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2


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Table of Contents

 
PART I
Item 1.  Financial Statements
 
 
Diversified 2000 Futures Fund L.P.
(Unaudited)
 
               
    June 30,
    December 31,
 
    2010     2009  
 
Assets:
               
Investment in Partnerships, at fair value
  $ 60,768,585     $ 68,763,270  
Cash
    166,661       163,699  
                 
Total assets
  $ 60,935,246     $ 68,926,969  
                 
Liabilities and Partners’ Capital:
               
Liabilities:
               
Accrued expenses:
               
Brokerage fees
  $ 274,210     $ 310,171  
Management fees
    89,963       101,697  
Incentive fees
    152,604       297,167  
Other
    167,558       178,291  
Redemptions payable
    566,077       316,332  
                 
Total liabilities
    1,250,412       1,203,658  
                 
Partners’ Capital:
               
General Partner, 497.3032 and 685.2830 unit equivalents outstanding at
June 30, 2010 and December 31, 2009, respectively
    664,233       954,503  
Limited Partners, 44,187.9487 and 47,936.5632 Redeemable Units outstanding at June 30, 2010 and December 31, 2009, respectively
    59,020,601       66,768,808  
                 
Total partners’ capital
    59,684,834       67,723,311  
                 
Total liabilities and partners’ capital
  $ 60,935,246     $ 68,926,969  
                 
Net asset value per unit
  $ 1,335.67     $ 1,392.86  
                 
 
See accompanying notes to financial statements.


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Table of Contents

Diversified 2000 Futures Fund L.P.
June 30, 2010
(Unaudited)
 
                 
          % of Partners’
 
    Fair Value     Capital  
 
Investment in Partnerships
               
CMF Aspect Master Fund L.P. 
  $ 17,462,224       29.26 %
CMF Graham Capital Master Fund L.P. 
    18,135,674       30.38  
CMF SandRidge Master Fund L.P. 
    11,403,723       19.11  
CMF Eckhardt Master Fund L.P. 
    6,982,503       11.70  
Waypoint Master Fund L.P.
  6,784,461       11.37
                 
Total investment in Partnerships, at fair value
  $ 60,768,585       101.82 %
                 
 
See accompanying notes to financial statements.


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Table of Contents

Diversified 2000 Futures Fund L.P.
Schedule of Investments
December 31, 2009
(Unaudited)
 
                 
          % of Partners’
 
    Fair Value     Capital  
 
Investment in Partnerships
               
CMF Campbell Master Fund L.P.
  $ 5,638,620       8.33 %
CMF Aspect Master Fund L.P.
    19,889,156       29.37  
CMF Graham Capital Master Fund L.P.
    22,604,775       33.38  
CMF SandRidge Master Fund L.P. 
    13,641,031       20.14  
CMF Eckhardt Master Fund L.P. 
    6,989,688       10.32  
                 
Total investment in Partnerships, at fair value
  $ 68,763,270       101.54 %
                 
 
See accompanying notes to financial statements.


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Table of Contents

                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Income:
                               
Net gains (losses) on trading of commodity interests and investment in Partnerships:
                               
Net realized gains (losses) on investment in Partnerships
  $ 1,000,429     $ (2,328,808 )   $ (273,681 )   $ (4,473,961 )
Change in net unrealized gains (losses) on investment in Partnerships
    (228,313 )     (914,600 )     179,348       1,698,549  
 
                       
Gain (loss) from trading, net
    772,116       (3,243,408 )     (94,333 )     (2,775,412 )
Interest income from investment in Partnerships
    15,326       15,233       23,012       33,991  
 
                       
Total income (loss)
    787,442       (3,228,175 )     (71,321 )     (2,741,421 )
 
                       
Expenses:
                               
Brokerage fees including clearing fees
    888,058       1,054,675       1,796,049       2,246,335  
Management fees
    275,908       332,822       559,969       710,657  
Incentive fees
    142,677       106,831       152,604       271,756  
Other
    88,749       83,126       166,454       142,960  
 
                       
Total expenses
    1,395,392       1,577,454       2,675,076       3,371,708  
 
                       
Net income (loss)
    (607,950 )     (4,805,629 )     (2,746,397 )     (6,113,129 )
Redemptions — General Partner
          (1,685,638 )     (250,000 )     (1,885,638 )
Redemptions — Limited Partners
    (2,147,661 )     (4,166,365 )     (5,042,080 )     (9,491,406 )
 
                       
Net increase (decrease) in Partners’ Capital
    (2,755,611 )     (10,657,632 )     (8,038,477 )     (17,490,173 )
Partners’ Capital, beginning of period
    62,440,445       80,079,716       67,723,311       86,912,257  
 
                       
Partners’ Capital, end of period
  $ 59,684,834     $ 69,422,084     $ 59,684,834     $ 69,422,084  
 
                       
Net asset value per unit (44,685.2519 and 50,706.7887 units outstanding at June 30, 2010 and 2009, respectively)
  $ 1,335.67     $ 1,369.09     $ 1,335.67     $ 1,369.09  
 
                       
Net income (loss) per Redeemable Unit and General Partner unit equivalent
  $ (13.84 )   $ (91.61 )   $ (57.19 )   $ (114.88 )
 
                       
Weighted average units outstanding
    45,664.3884       52,781.0658       46,827.8609       55,241.8980  
 
                       
 
See accompanying notes to financial statements.

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Table of Contents

Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
1.   General:
 
Diversified 2000 Futures Fund L.P. (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on August 25, 1999 to engage indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options, swaps and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, livestock, lumber, metals and softs. The commodity interests that are traded by the Partnership, through its investment in the Funds (defined herein), are volatile and involve a high degree of market risk. The Partnership commenced trading operations on June 1, 2000.
 
Between January 31, 2000 (commencement of the offering period) and May 30, 2000, 16,045 redeemable units of limited partnership interest (“Redeemable Units”) and 162 Redeemable Unit equivalents representing the general partner’s contribution were sold at $1,000 per unit. The proceeds of the initial offering were held in an escrow account until May 31, 2000, at which time they were turned over to the Partnership for trading. The Partnership was authorized to sell 150,000 Redeemable Units during its initial offering period. As of November 25, 2002, the Partnership was authorized to sell an additional 40,000 Redeemable Units. The Partnership no longer offers Redeemable Units for sale.
 
Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”), a registered non-clearing futures commission merchant and a member of the National Futures Association (“NFA”). Morgan Stanley, indirectly through various subsidiaries, owns 51% of MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker and a selling agent for the Partnership, owns 49% of MSSB Holdings. Citigroup Inc. (“Citigroup”), indirectly through various subsidiaries, wholly owns CGM. Prior to July 31, 2009, the date as of which MSSB Holdings became its owner, the General Partner was wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup.
 
As of June 30, 2010, all trading decisions are made for the Partnership by Aspect Capital Limited (“Aspect”), Graham Capital Management L.P. (“Graham”), Eckhardt Trading Company (“Eckhardt”), SandRidge Capital L.P. (“SandRidge”) and Waypoint Capital Management LLC (“Waypoint”) (each, an “Advisor”, and collectively, the “Advisors”), each of which is a registered commodity trading advisor. Campbell & Company, Inc. (“Campbell”) was terminated as of February 28, 2010. Waypoint was added as an advisor to the Partnership on March 1, 2010. Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors indirectly through investments in master funds.
 
The General Partner and each Limited Partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of its initial capital contribution and profits, if any, net of distributions.
 
The accompanying financial statements and accompanying notes are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at June 30, 2010 and December 31, 2009, and the results of its operations and changes in partners’ capital for the three and six months ended June 30, 2010 and 2009. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2009.
 
The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the Partnership’s Statements of Financial Condition through the date the financial statements were issued. As a result, actual results could differ from these estimates.
On July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, also known as FASB Accounting Standards Codification (“ASC”) 105, “Generally Accepted Accounting Principles” (“ASC 105”) (the “Codification”). ASC 105 established the exclusive authoritative reference for GAAP for use in financial statements except for SEC rules and interpretive releases, which are also authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. The Codification is the single source of authoritative accounting principles generally accepted in the United States and applies to all financial statements issued after September 15, 2009.
 
The Partnership is not required to provide a Statement of Cash Flows as permitted by ASC 230, Statement of Cash Flows.
 
Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.
 


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Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
2.  Financial Highlights:
 
Changes in the net asset value per Redeemable Unit for the three and six months ended June 30, 2010 and 2009 were as follows:
 
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Net realized and unrealized gains (losses)*
  $ (3.06 )   $ (81.99 )   $ (38.82 )   $ (95.18 )
Interest income
    0.34       0.29       0.50       0.61  
Expenses**
    (11.12 )     (9.91 )     (18.87 )     (20.31 )
                         
Increase (decrease) for the period
    (13.84 )     (91.61 )     (57.19 )     (114.88 )
Net asset value per Redeemable Unit, beginning of period
    1,349.51       1,460.70       1,392.86       1,483.97  
                         
Net asset value per Redeemable Unit, end of period
  $ 1,335.67     $ 1,369.09     $ 1,335.67     $ 1,369.09  
                         
 
* Includes brokerage fees.
 
** Excludes brokerage fees.
 
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2010   2009   2010   2009
Ratio to average net assets: ***
                               
Net investment income (loss) before incentive fees ****  
    (8.1 )%     (7.9 )%     (8.0 )%     (7.9 )%
                                 
Operating expenses
    8.2 %     8.0 %     8.1 %     8.0 %
Incentive fees
    0.2 %     0.1 %     0.2 %     0.3 %
                                 
Total expenses
    8.4 %     8.1 %     8.3 %     8.3 %
                                 
Total return:
                               
Total return before incentive fees
    (0.8 )%     (6.1 )%     (3.9 )%     (7.4 )%
Incentive fees
    (0.2 )%     (0.2 )%     (0.2 )%     (0.3 )%
                                 
Total return after incentive fees
    (1.0 )%     (6.3 )%     (4.1 )%     (7.7 )%
                                 
 
*** Annualized (other than incentive fees).
 
**** Interest income less total expenses.
 
 
The above capital ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average net assets.
 
3.  Trading Activities:
 
The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. However, the Partnership’s investments are in other partnerships. The results of the Partnership’s trading activities are resulting from its investments in other partnerships as shown in the Statements of Income and Expenses and Changes in Partners’ Capital.
 
The customer agreements between the Partnership/Funds and CGM give the Partnership the legal right to net unrealized gains and losses on open futures and forward contracts. The Partnership nets, for financial reporting purposes, the unrealized gains and losses on open futures and exchange cleared swap and forward contracts on the Statements of Financial Condition as the criteria under ASC 210, Balance Sheet, has been met.
 
Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance and redemptions.
     The Partnership adopted ASC 815, Derivatives and Hedging, as of January 1, 2009 which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. ASC 815 only expands the disclosure requirements for derivative instruments and related hedging activities and has no impact on the Statements of Financial Condition or Statements of Income and Expenses and Changes in Partners’ Capital.


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Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
4.   Fair Value Measurements:
 
Partnership’s and the Funds’ Investments.  All commodity interests (including derivative financial instruments and derivative commodity instruments), through its investment in other partnerships, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Funds’ Statements of Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.
 
Partnership’s and the Funds’ Fair Value Measurements.  The Partnership and the Funds (as defined in Note 5 “Investment in Partnerships”) adopted ASC 820, Fair Value Measurements and Disclosures as of January 1, 2008, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership and the Funds did not apply the deferral allowed by ASC 820 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.
In 2009, the Partnership and the Funds adopted amendments to ASC 820, which reaffirm that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. These amendments to ASC 820 also reaffirm the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. These amendments to ASC 820 are required for interim and annual reporting periods ending after June 15, 2009. Management has concluded that based on available information in the marketplace, there has not been a decrease in the volume and level of activity in the Partnership’s Level 2 assets and liabilities. The adoption of the amendments to ASC 820 had no effect on the Partnership’s Financial Statements.
 
The Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in partnerships reflects its proportional interest in the partnerships. As of and for the periods ended June 30, 2010 and December 31, 2009, the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
 
                                 
          Quoted Prices in
          Significant
 
          Active Markets for
    Significant Other
    Unobservable
 
          Identical Assets
    Observable Inputs
    Inputs
 
    6/30/2010     (Level 1)     (Level 2)     (Level 3)  
 
Assets
                               
Investment in Partnerships
  $ 60,768,585     $           —     $ 60,768,585     $           —  
                                 
Total fair value
  $ 60,768,585     $  —     $ 60,768,585     $  
                                 
 
            Quoted Prices in           Significant  
            Active Markets for     Significant Other     Unobservable  
            Identical Assets     Observable Inputs     Inputs  
    12/31/2009     (Level 1)     (Level 2)     (Level 3)  
Assets
                               
Investment in Partnerships
  $ 68,763,270     $     $ 68,763,270     $  
 
                       
Total fair value
  $ 68,763,270     $     $ 68,763,270     $  
 
                       
 
5.   Investments in Partnerships:
 
On January 1, 2005, the assets allocated to Campbell for trading were invested in the CMF Campbell Master Fund L.P. (“Campbell Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 51,356.1905 units of Campbell Master with cash equal to $50,768,573, and a contribution of open commodity futures and forward contracts with a fair value of $587,618. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using the Financial, Metal and Energy Large Portfolio (“FME”), a proprietary, systematic trading system, to invest together in one trading vehicle. The Partnership fully redeemed its investment in Campbell Master on February 28, 2010 for cash equal to $4,508,811.


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Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
On March 1, 2005, the assets allocated to Aspect for trading were invested in the CMF Aspect Master Fund L.P. (“Aspect Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 43,434.9465 units of Aspect Master with cash equal to $40,490,895, and a contribution of open commodity futures and forward contracts with a fair value of $2,944,052. Aspect Master was formed in order to permit commodity pools managed now or in the future by Aspect using the Diversified Program, a proprietary systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership, are permitted to be limited partners of Aspect Master. The General Partner and Aspect believe that trading through this structure should promote efficiency and economy in the trading process.
 
On April 1, 2006, the assets allocated to Graham for trading were invested in the CMF Graham Capital Master Fund L.P. (“Graham Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 41,952.2380 units of Graham Master with cash equal to $41,952,238. Graham Master was formed in order to permit commodity pools managed now or in the future by Graham using the K4D - 12.5 program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Graham Master. Individual and pooled accounts currently managed by Graham, including the Partnership, are permitted to be limited partners of Graham Master. The General Partner and Graham believe that trading through this structure should promote efficiency and economy in the trading process.
 
On April 1, 2007, the assets previously allocated to JWH Master were allocated to SandRidge for trading. These assets were invested in the CMF SandRidge Master Fund L.P. (“SandRidge Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 7,659.0734 units of SandRidge Master with cash equal to $9,635,703. SandRidge Master was formed in order to permit commodity pools managed now or in the future by SandRidge using the Energy Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the general partner of SandRidge Master. Individual and pooled accounts currently managed by SandRidge, including the Partnership, are permitted to be limited partners of SandRidge Master. The General Partner and SandRidge believe that trading through this structure should promote efficiency and economy in the trading process.
 
On April 1, 2008, the assets allocated to Eckhardt for trading were invested in the CMF Eckhardt Master Fund L.P. (“Eckhardt Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 10,000.0000 units of Eckhardt Master with cash equal to $10,000,000. Eckhardt Master was formed in order to permit commodity pools managed now or in the future by Eckhardt using the Standard Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is the also general partner of Eckhardt Master. Individual and pooled accounts currently managed by Eckhardt, including the Partnership, are permitted to be limited partners of Eckhardt Master. The General Partner and Eckhardt believe that trading through this structure should promote efficiency and economy in the trading process.
 
On March 1, 2010, the assets allocated to Waypoint for trading were invested in the Waypoint Master Fund L.P. (“Waypoint Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 5,975.7506 units of Waypoint Master with cash of $5,975,751. Waypoint Master was formed in order to permit commodity pools managed now or in the future by Waypoint using its Diversified Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Waypoint Master. Individual and pooled accounts currently managed by Waypoint, including the Partnership, are permitted to be limited partners of Waypoint Master. The General Partner and Waypoint believe that trading through this structure should promote efficiency and economy in the trading process.
 
The General Partner is not aware of any material changes to any of the trading programs discussed above during the fiscal quarter ended June 30, 2010.
 
Aspect Master’s, Graham Master’s, SandRidge Master’s, Eckhardt Master’s and Waypoint Master’s (collectively, the “Funds”) trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.
 
A limited partner may withdraw all or part of its capital contribution and undistributed profits, if any, from the Funds in multiples of the net asset value per Redeemable Unit as of the end of any day (the “Redemption Date”) after a request for redemption has been made to the General Partner at least 3 days in advance of the Redemption Date. The units are classified as a liability when the limited partner elects to redeem and informs the Funds.
Management and incentive fees are charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and NFA fees (collectively the “clearing fees”) are borne by the Funds. All other fees including CGM’s direct brokerage fees are charged at the Partnership level.


10


Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
At June 30, 2010, the Partnership owned approximately 10.8% of Aspect Master, 10.5% of Graham Master, 1.7% of SandRidge Master, 41.0% of Eckhardt Master and 15.9% of Waypoint Master. At December 31, 2009, the Partnership owned approximately 9.0% of Campbell Master, 12.0% of Aspect Master, 13.2% of Graham Master, 2.0% of SandRidge Master and 40.4% of Eckhardt Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same and redemption rights are not affected.
 
     Summarized information reflecting the Total Assets, Liabilities and Capital for the Funds are shown in the following tables.
                         
    June 30, 2010  
    Total Assets     Total Liabilities     Total Capital  
Aspect Master
  $ 163,823,883     $ 2,113,987     $ 161,709,896  
Graham Master
    174,202,088       1,436,266       172,765,822  
SandRidge Master
    731,160,853       52,655,480       678,505,373  
Eckhardt Master
    17,065,879       39,021       17,026,858  
Waypoint Master
    42,741,064       24,400       42,716,664  
 
                 
Total
  $ 1,128,993,767     $ 56,269,154     $ 1,072,724,613  
 
                 
 
    December 31, 2009  
    Total Assets     Total Liabilities     Total Capital  
Campbell Master
  $ 63,393,130     $ 867,467     $ 62,525,663  
Aspect Master
    166,072,281       934,223       165,138,058  
Graham Master
    171,238,199       25,939       171,212,260  
SandRidge Master
    715,621,327       30,711,834       684,909,493  
Eckhardt Master
    17,383,619       63,160       17,320,459  
 
                 
Total
  $ 1,133,708,556     $ 32,602,623     $ 1,101,105,933  
 
                 


11


Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
     Summarized information reflecting the net gain (loss) from trading, total income (loss) and net income (loss) for the Funds are shown in the following tables.
                         
    For the three months ended June 30, 2010  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Aspect Master
  $ 993,585     $ 1,034,870     $ 927,531  
Graham Master
    957,704       1,000,751       821,669  
SandRidge Master
    (68,950,382 )     (68,769,002 )     (69,339,310 )
Eckhardt Master
    2,073,976       2,077,878       2,033,838  
Waypoint Master
    5,344,480       5,356,042       5,296,789  
 
                 
Total
  $ (59,580,637 )   $ (59,299,461 )   $ (60,259,483 )
 
                 
 
    For the six months ended June 30, 2010  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Aspect Master
  $ 7,879,872     $ 7,941,254     $ 7,765,928  
Graham Master
    (2,985,482 )     (2,922,017 )     (3,220,833 )
SandRidge Master
    (84,183,590 )     (83,913,759 )     (84,833,762 )
Eckhardt Master
    654,613       660,374       577,690  
Waypoint Master
    5,917,533       5,932,402       5,858,344  
 
                 
Total
  $ (72,717,054 )   $ (72,301,746 )   $ (73,852,633 )
 
                 
 
    For the three months ended June 30, 2009  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Campbell Master
  $ (6,091,219 )   $ (6,072,257 )   $ (6,094,561 )
Aspect Master
    (23,442,999 )     (23,405,153 )     (23,487,080 )
Graham Master
    (2,208,778 )     (2,173,740 )     (2,344,541 )
SandRidge Master
    31,866,755       31,975,987       31,760,955  
Eckhardt Master
    (680,954 )     (677,086 )     (708,340 )
 
                 
Total
  $ (557,195 )   $ (352,249 )   $ (873,567 )
 
                 
 
    For the six months ended June 30, 2009  
    Gain (Loss) from              
    Trading, net     Total Income (Loss)     Net Income (Loss)  
Campbell Master
  $ (5,701,140 )   $ (5,657,382 )   $ (5,706,513 )
Aspect Master
    (26,222,449 )     (26,134,701 )     (26,266,029 )
Graham Master
    (3,587,237 )     (3,507,435 )     (3,810,486 )
SandRidge Master
    72,775,273       72,990,836       72,533,132  
Eckhardt Master
    (776,280 )     (768,040 )     (820,140 )
 
                 
Total
  $ 36,488,167     $ 36,923,278     $ 35,929,964  
 
                 


12


Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
Summarized information reflecting the Partnership’s investment in, and the operations of the Funds are as shown in the following tables.
 
                                                                                         
    June 30, 2010     For the three months ended June 30, 2010          
    % of                                     Net          
    Partnership’s     Fair     Income     Expenses     Income     Investment   Redemptions
Investment   Net Assets     Value     (Loss)     Brokerage Fees     Other     (Loss)     Objective   Permitted
Aspect Master
    29.26 %   $ 17,462,224     $ 123,814     $ 6,170     $ 5,911     $ 111,733     Commodity Portfolio   Monthly
Graham Master
    30.38 %     18,135,674       109,722       12,913       5,967       90,842     Commodity Portfolio   Monthly
SandRidge Master
    19.11 %     11,403,723       (1,149,016 )     8,203       1,541       (1,158,760 )   Energy Portfolio   Monthly
Eckhardt Master
    11.70 %     6,982,503       851,774       10,690       7,361       833,723     Commodity Portfolio   Monthly
Waypoint Master
    11.37 %     6,784,461       851,148       6,526       2,893       841,729     Commodity Portfolio   Monthly
 
                                             
Total
          $ 60,768,585     $ 787,442     $ 44,502     $ 23,673     $ 719,267          
 
                                             
 
                                                       
    June 30, 2010     For the six months ended June 30, 2010          
    % of                                     Net          
    Partnership’s     Fair     Income     Expenses     Income     Investment   Redemptions
Investment   Net Assets     Value     (Loss)     Brokerage Fees     Other     (Loss)     Objective   Permitted
Campbell Master
    0.00 %   $ -     $ (266,611 )   $ 1,344     $ 672     $ (268,627 )   Financial, Metal &
Energy Large Portfolio
  Monthly
Aspect Master
    29.26 %     17,462,224       968,038       12,462       7,862       947,714     Commodity Portfolio   Monthly
Graham Master
    30.38 %     18,135,674       (581,738 )     25,092       7,942       (614,772 )   Commodity Portfolio   Monthly
SandRidge Master
    19.11 %     11,403,723       (1,414,272 )     13,197       2,888       (1,430,357 )   Energy Portfolio   Monthly
Eckhardt Master
    11.70 %     6,982,503       280,391       19,258       14,488       246,645     Commodity Portfolio   Monthly
Waypoint Master
    11.37 %     6,784,461       942,871       7,897       3,880       931,094     Commodity Portfolio   Monthly
 
                                             
Total
          $ 60,768,585     $ (71,321 )   $ 79,250     $ 37,732     $ (188,303 )        
 
                                             
 
                                                       
    December 31, 2009     For the three months ended June 30, 2009          
    % of                                     Net          
    Partnership’s     Fair     Income     Expenses     Income     Investment   Redemptions
Investment   Net Assets     Value     (Loss)     Brokerage Fees     Other     (Loss)     Objective   Permitted
Campbell Master
    8.33 %   $ 5,638,620     $ (634,542 )   $ 1,343     $ 1,022     $ (636,907 )   Financial, Metal &
Energy Large Portfolio
  Monthly
Aspect Master
    29.37 %     19,889,156       (2,835,457 )     8,827       1,085       (2,845,369 )   Commodity Portfolio   Monthly
Graham Master
    33.38 %     22,604,775       (290,903 )     21,081       1,134       (313,118 )   Commodity Portfolio   Monthly
SandRidge Master
    20.14 %     13,641,031       798,497       4,142       1,246       793,109     Energy Portfolio   Monthly
Eckhardt Master
    10.32 %     6,989,688       (265,770 )     4,545       7,715       (278,030 )   Commodity Portfolio   Monthly
 
                                             
Total
          $ 68,763,270     $ (3,228,175 )   $ 39,938     $ 12,202     $ (3,280,315 )        
 
                                             
 
                                                       
    December 31, 2009     For the six months ended June 30, 2009          
    % of                                     Net          
    Partnership’s     Fair     Income     Expenses     Income     Investment   Redemptions
Investment   Net Assets     Value     (Loss)     Brokerage Fees     Other     (Loss)     Objective   Permitted
Campbell Master
    8.33 %   $ 5,638,620     $ (590,152 )   $ 2,974     $ 2,203     $ (595,329 )   Financial, Metal &
Energy Large Portfolio
  Monthly
Aspect Master
    29.37 %     19,889,156       (3,213,188 )     13,444       2,277       (3,228,909 )   Commodity Portfolio   Monthly
Graham Master
    33.38 %     22,604,775       (510,939 )     37,092       2,165       (550,196 )   Commodity Portfolio   Monthly
SandRidge Master
    20.14 %     13,641,031       1,873,380       8,772       3,051       1,861,557     Energy Portfolio   Monthly
Eckhardt Master
    10.32 %     6,989,688       (300,522 )     5,534       14,714       (320,770 )   Commodity Portfolio   Monthly
 
                                             
Total
          $ 68,763,270     $ (2,741,421 )   $ 67,816     $ 24,410     $ (2,833,647 )        
 
                                             


13


Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
 
6.   Financial Instrument Risks:
     In the normal course of its business, the Partnership, through its investments in the Funds, is a party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange-traded instruments are standardized and include futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.
     Market risk is the potential for changes in the value of the financial instruments traded by the Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Funds are exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.
     Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Funds’ risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Funds have credit risk and concentration risk as the sole counterparty or broker with respect to the Funds’ assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Funds’ counterparty is an exchange or clearing organization.
     As both a buyer and seller of options, the Funds pay or receive a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Funds to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Funds do not consider these contracts to be guarantees as described in ASC 460, Guarantees.
     The General Partner monitors and attempts to control the Fund’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Funds may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.
     The majority of these instruments mature within one year of the inception date. However, due to the nature of the Funds’ businesses, these instruments may not be held to maturity.


14


Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
7. Critical Accounting Policies:
Use of Estimates. The preparation of financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the Partnership’s Statements of Financial Condition through the date the financial statements were issued. As a result, actual results could differ from these estimates.
Statement of Cash Flows. The Partnership is not required to provide a Statement of Cash Flows as permitted by ASC 230.
Partnership’s and the Funds’ Investments. All commodity interests (including derivative financial instruments and derivative commodity instruments), through its investment in other partnerships, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Funds’ Statements of Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.
Partnership’s and the Funds’ Fair Value Measurements. The Partnership and the Funds adopted ASC 820 as of January 1, 2008, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership and the Funds did not apply the deferral allowed by ASC 820 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.
The Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in partnerships reflects its proportional interest in the partnerships. As of and for the periods ended June 30, 2010 and December 31, 2009, the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
Futures Contracts. The Funds trade futures contracts and exchange cleared swaps. Exchange cleared swaps are swaps that are traded as futures. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery can not occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Because transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded, credit exposure is limited. Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
The Funds do not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the Statements of Income and Expenses and Changes in Partners’ Capital.
London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. A contract is considered offset when all long positions have been matched with short positions. When the contract is closed at the prompt date, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Realized gains (losses) and changes in unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
Options. The Funds may purchase and write (sell) both exchange listed and over-the-counter options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Funds write an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Realized gains (losses) and changes in unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.


15


Table of Contents

 
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2010
(Unaudited)
 
Income Taxes. Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.
ASC 740, Income Taxes provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The General Partner concluded that no provision for income tax is required in the Partnership’s financial statements.
The following is the major tax jurisdiction for the Partnership and the earliest tax year subject to examination: United States – 2006.
Subsequent Events. In 2009, the Partnership adopted ASC 855, Subsequent Events. The objective of ASC 855 is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are filed. Management has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
Recent Accounting Pronouncements. In January 2010, the FASB issued guidance, which, among other things, amends ASC 820, Fair Value Measurements and Disclosures to require entities to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and which clarifies existing disclosure requirements regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy. This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Partnership’s financial statements.
In February 2010, the FASB issued Accounting Standards Update No. 2010-09 (“ASU 2010-09”), “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements,” which among other things amended ASC 855 to remove the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between ASC 855 and the SEC’s requirements. All of the amendments in this update were effective upon issuance of this update. Management has included the provisions of these amendments in the financial statements.
Net Income (Loss) per Redeemable Unit. Net income (loss) per Redeemable Unit is calculated in accordance with investment company guidance. See Note 2, “Financial Highlights”.


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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Liquidity and Capital Resources
 
The Partnership does not engage in sales of goods or services. Its only assets are its investment in the Funds and cash. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership/Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the second quarter of 2010.
 
The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.
 
For the six months ended June 30, 2010, Partnership Capital decreased 11.9% from $67,723,311 to $59,684,834. This decrease was attributable to the net loss from operations of $2,746,397, coupled with the redemption of 3,748.6145 Redeemable Units resulting in an outflow of $5,042,080 and 187.9798 General Partner unit equivalents totaling $250,000. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent months.
Critical Accounting Policies
Partnership’s and the Funds’ Investments. All commodity interests (including derivative financial instruments and derivative commodity instruments), through its investment in other partnerships, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Funds’ Statements of Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.
Partnership’s and the Funds’ Fair Value Measurements. The Partnership and the Funds adopted ASC 820 as of January 1, 2008, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership and the Funds did not apply the deferral allowed by ASC 820 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis. The Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in partnerships reflects its proportional interest in the partnerships. As of and for the periods ended June 30, 2010 and December 31, 2009, the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).
Futures Contracts. The Funds trade futures contracts and exchange-cleared swaps. Exchange-cleared swaps are swaps that are traded as futures. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery can not occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Because transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded, credit exposure is limited. Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Statements of Income and Expenses and Changes in Partners’ Capital. The Funds do not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the Statements of Income and Expenses and Changes in Partners’ Capital.
London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. A contract is considered offset when all long positions have been matched with short positions. When the contract is closed at the prompt date, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Realized gains (losses) and changes in unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
Options. The Funds may purchase and write (sell) both exchange listed and over-the-counter options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Funds write an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Realized gains (losses) and changes in unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.
 


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Results of Operations
          During the second quarter of 2010, the Partnership’s net asset value per Redeemable Unit decreased 1.0% from $1,349.51 to $1,335.67 as compared to a decrease of 6.3% in the second quarter of 2009. The Partnership experienced a net trading gain through its investment in the Funds before brokerage fees and related fees in the second quarter of 2010 of $772,116. Gains were primarily attributable to the Funds trading in currencies, U.S. and non-U.S interest rates and were partially offset by losses in energy, grains, livestock, metals, softs and indices. The Partnership experienced a net trading loss through its investment in the Funds before brokerage fees and related fees in the second quarter of 2009 of $3,243,408. Losses were primarily attributable to the Funds trading in currencies, grains, U.S. and non-U.S interest rates, metals, softs, indices and lumber and were partially offset by gains in energy and livestock.
          Equity markets sold off sharply during the second quarter of 2010 as the global economic recovery decelerated and investors began to worry about a “double dip” recession. In Europe, the global credit crisis continued to morph into a sovereign debt crisis, placing significant constraints on governments’ ability to maintain unprecedented deficit spending programs. Losses were accumulated for the quarter as sharp price reversals in energy, equity indices, and grains and base metals proved difficult for trading.
          The second quarter macro environment was marked by two strong opposing forces that created volatile markets for many assets. Strong cyclical data supported the global recovery and growth story, while significant structural problems, primarily in Europe but also affecting most other developed economies weighed on sentiment. In energy markets, losses were realized from trading natural gas and refined products primarily in the second half of the quarter. In natural gas, prices unexpectedly moved higher as higher temperatures in the U.S. increased demand for power-plant fuel for air conditioning. The mixed economic data and unexpected rises in petroleum supplies created a difficult trading condition in the petroleum complex. Within the global stock index sector, prices of U.S., European, and Pacific Rim equity index futures trended lower on growing concerns that Greece’s government debt crisis might spread throughout Europe, resulting in losses for the sector. Losses were realized in the grains sector as wheat prices unexpectedly rose in April amid forecasts for cold weather in the Southern Great Plains, potentially damaging the current U.S. crop. Losses were also recorded in the metals sector as prices of nickel, aluminum, copper, and zinc declined on news that an index of Chinese manufacturing slipped to a six-month low, spurring concern that demand for base metals might be slipping. A portion of these losses was offset by gains earned in interest rates as prices moved higher on flight to quality buying.
          During the Partnership’s six months ended June 30, 2010, the net asset value per Redeemable Unit decreased 4.1% from $1,392.86 to $1,335.67 as compared to a decrease of 7.7% in the same period of 2009. The Partnership experienced a net trading loss through its investment in the Funds before brokerage fees and related fees in the six months ended June 30, 2010 of $94,333. Losses were primarily attributable to the Funds trading in energy, grains, livestock, metals, softs and indices and were partially offset by gains in currencies, U.S. and non-U.S interest rates. The Partnership experienced a net trading loss through its investment in the Funds before brokerage fees and related fees in the six months ended June 30, 2009 of $2,775,412. Losses were primarily attributable to the Funds trading in currencies, grains, U.S. and non-U.S. interest rates, indices, lumber, metals and softs and were partially offset by gains in energy and livestock.


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Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Funds expect to increase capital through operations.
 
CGM will pay monthly interest to the Partnership on its allocable share of 80% of the average daily equity maintained in cash in the Funds’ brokerage account at a 30-day U.S. Treasury bill rate determined by CGM and/or will place up to all of the Funds’ assets in 90-day U.S. Treasury bills. The Partnership will receive 80% of its allocable share of the interest earned on the Treasury bills through its investments in the Funds. Twenty percent of the interest earned on U.S. Treasury bills purchased may be retained by CGM and/or credited to the General Partner. Interest income from investment in Partnerships for the three months ended June 30, 2010 increased by $93 as compared to the corresponding period in 2009. The increase in interest income is primarily due to higher U.S. Treasury Bill rates during the three months ended June 30, 2010, as compared to the corresponding period in 2009. Interest income from investment in Partnerships for the six months ended June 30, 2010 decreased by $10,979 as compared to the corresponding period in 2009. The decrease in interest income is primarily due to lower U.S. Treasury bill rates during the six months ended June 30, 2010 as compared to the corresponding period in 2009. The amount of interest income earned by the Partnership depends on the average daily equity in the Partnership’s and the Funds’ accounts and upon interest rates over which neither the Partnership nor CGM has control.
 
Brokerage fees are calculated on the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance and redemptions. Brokerage fees for the three and six months ended June 30, 2010 decreased by $166,617 and $450,286, respectively as compared to the corresponding periods in 2009. The decrease in brokerage fees is primarily due to a decrease in average net assets during the three and six months ended June 30, 2010 as compared to the corresponding periods in 2009.
 
Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance and redemptions. Management fees for the three and six months ended June 30, 2010 decreased by $56,914 and $150,688, respectively as compared to the corresponding periods in 2009. The decrease in management fees is primarily due to a decrease in average net assets during the three and six months ended June 30, 2010 as compared to the corresponding periods in 2009.
 
Incentive fees are based on the new trading profits generated by each Advisor as defined in the management agreement among the Partnership, the General Partner and each Advisor and are payable annually. Trading performance for the three and six months ended June 30, 2010 resulted in an incentive fee accrual of $142,677 and $152,604, respectively. Trading performance for the three and six months ended June 30, 2009 resulted in an incentive fee accrual of $106,831 and $271,756, respectively.
 
In allocating the assets of the Partnership among the trading advisors, the General Partner considers past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the trading advisors and may allocate assets to additional advisors at any time.


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Item 3.   Quantitative and Qualitative Disclosures about Market Risk
 
All of the Partnership’s assets are subject to the risk of trading loss through its investments in the Funds. The Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and all or substantially all of the Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Funds’ main line of business.
 
The risk to the limited partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership’s assets and undistributed profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership under applicable law.
 
Market movements result in frequent changes in the fair value of the Funds’ open positions and, consequently, in their earnings and cash flow. The Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the value of financial instruments and contracts, the diversification effects of the Funds’ open positions and the liquidity of the markets in which they trade.
 
The Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Funds’ past performance is not necessarily indicative of their future results.
 
Value at Risk is a measure of the maximum amount which the Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Funds’ speculative trading and the recurrence in the markets traded by the Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Funds’ experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Funds’ losses in any market sector will be limited to Value at Risk or by the Funds’ attempts to manage its market risk.
 
Exchange maintenance margin requirements have been used by the Funds as the measure of their Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.
Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The Partnership’s advisors currently trade the Partnership’s assets indirectly in master fund managed accounts, over which they have been granted limited authority to make trading decisions. The first trading Value at Risk table reflects the market sensitive instruments held by the Partnership indirectly, through its investment in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments, indirectly held by each Fund, separately. The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of June 30, 2010. As of June 30, 2010, the Partnership’s total capitalization was $59,684,834.
                 
            % of Total  
Market Sector   Value at Risk     Capitalization  
Currencies
  $ 864,420       1.45 %
Energy
    680,556       1.14 %
Grains
    193,106       0.32 %
Interest Rates U.S.
    577,468       0.97 %
Interest Rates Non-U.S.
    981,660       1.64 %
Livestock
    11,580       0.02 %
Lumber
    119       0.00 %*
Metals
    387,203       0.65 %
Softs
    279,315       0.47 %
Indices
    1,858,229       3.11 %
 
           
Total
  $ 5,833,656       9.77 %
 
           
 
*   Due to rounding.
The following tables indicate the trading Value at Risk associated with the Partnership’s investments in the Funds by market category as of June 30, 2010 and the highest, lowest and average value during the three months ended June 30, 2010. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009.


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As of June 30, 2010, Aspect Master’s total capitalization was $161,709,896. The Partnership owned approximately 10.8% of Aspect Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the Aspect Master was as follows:
 
June 30, 2010
(Unaudited)
                                         
                    Three Months Ended June 30, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
Currencies
  $ 2,674,826       1.66 %   $ 5,892,020     $ 2,462,231     $ 3,676,359  
Energy
    894,500       0.55 %     1,901,350       858,350       1,177,301  
Grains
    467,299       0.29 %     565,286       221,853       397,437  
Interest Rates U.S.
    1,700,600       1.05 %     1,700,600       316,542       1,302,600  
Interest Rates Non-U.S.
    4,114,413       2.54 %     5,153,160       3,437,262       4,135,428  
Livestock
    34,863       0.02 %     240,000       14,717       118,004  
Lumber
    1,100       0.00 %**     1,100       1,100       1,100  
Metals
    934,991       0.58 %     2,001,590       868,407       1,192,834  
Softs
    640,928       0.40 %     937,486       494,690       773,339  
Indices
    8,781,583       5.43 %     12,006,738       832,920       4,487,606  
 
                                     
Total
  $ 20,245,103       12.52 %                        
 
                                     
 
 
* Average of month-end Values at Risk
 
** Due to rounding
 
As of June 30, 2010, Graham Master’s total capitalization was $172,765,822. The Partnership owned approximately 10.5% of Graham Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the Graham Master was as follows:
 
June 30, 2010
(Unaudited)
                                         
                    Three Months Ended June 30, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
Currencies
  $ 4,186,657       2.43 %   $ 11,364,239     $ 3,592,799     $ 6,381,232  
Energy
    629,905       0.37 %     1,660,132       241,249       813,781  
Grains
    276,712       0.16 %     897,305       225,545       322,607  
Interest Rates U.S.
    1,209,670       0.70 %     1,209,670       122,353       1,081,967  
Interest Rates Non-U.S.
    1,614,885       0.93 %     3,842,629       1,339,777       2,025,529  
Livestock
    16,800       0.01 %     98,400       800       28,800  
Metals
    1,251,009       0.72 %     1,771,142       546,154       1,034,416  
Softs
    523,240       0.30 %     595,242       234,092       378,950  
Indices
    5,368,005       3.11 %     13,726,706       1,342,606       6,657,556  
 
                                     
Total
  $ 15,076,883       8.73 %                        
 
                                     
 
 
* Average of month-end Values at Risk


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As of June 30, 2010, SandRidge Master’s total capitalization was $678,505,373. The Partnership owned approximately 1.7% of SandRidge Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the SandRidge Master was as follows:
 
June 30, 2010
(Unaudited)
 
                                         
                Three Months Ended June 30, 2010  
          % of Total
    High
    Low
    Average
 
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
Energy
  $ 82,535,778       12.16 %   $ 82,978,848     $ 45,323,627     $ 67,357,103  
 
                                   
Total
  $ 82,535,778       12.16 %                        
 
                                   
 
 
* Average of month-end Values at Risk
 
As of June 30, 2010, Eckhardt Master’s total capitalization was $17,026,858. The Partnership owned approximately 41.0% of Eckhardt Master. The Partnership’s Value at Risk for the portion of its assets that are traded indirectly through its investment in the Eckhardt Master was as follows:
 
June 30, 2010
(Unaudited)
 
                                         
                Three Months Ended June 30, 2010  
          % of Total
    High
    Low
    Average
 
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk*  
   
 
Currencies
  $ 595,876       3.50 %   $ 595,876     $ 9,175     $ 294,383  
Energy
    139,312       0.82 %     402,525       10,875       161,429  
Grains
    86,712       0.51 %     178,600       41,862       114,146  
Interest Rates U.S.
    698,450       4.10 %     797,350       36,197       468,367  
Interest Rates Non -U.S.
    547,258       3.21 %     852,062       69,245       472,938  
Metals
    155,275       0.91 %     226,149       46,761       126,030  
Softs
    62,162       0.37 %     76,636       21,770       60,699  
Indices
    1,019,188       5.99 %     3,147,442       19,055       497,417  
 
                                   
Total
  $ 3,304,233       19.41 %                        
 
                                   
 
 
* Average of month-end Values at Risk
 
As of June 30, 2010, Waypoint Master’s total capitalization was $42,716,664. The Partnership owned approximately 15.9% of Waypoint Master. The Partnership’s Value at Risk for the portion of its asets that are traded indirectly through its investment in the Waypoint Master was as follows:
June 30, 2010
(Unaudited)
                                         
                    Three Months Ended June 30, 2010  
            % of Total     High     Low     Average  
Market Sector   Value at Risk     Capitalization     Value at Risk     Value at Risk     Value at Risk *  
Currencies
  $ 650,686       1.52 %   $ 11,817,974     $ 650,686     $ 4,383,389  
Grains
    113,050       0.26 %     154,000       31,000       124,950  
Interest Rates U.S.
    406,300       0.95 %     938,850       47,200       601,500  
Interest Rates Non -U.S.
    1,284,310       3.01 %     2,212,691       104,489       723,505  
Metals
    63,765       0.15 %     216,426       31,500       123,963  
Indices
    113,383       0.27 %     113,383       100,993       107,856  
 
                                   
Total
  $ 2,631,494       6.16 %                        
 
                                   
 
 
* Average of month-end Values at Risk


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Item 4.   Controls and Procedures
 
The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.
 
Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.
 
The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2010 and, based on that evaluation, the General Partner’s CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.
 
The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:
 
  •   pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
 
  •   provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and
 
  •   provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.
 
There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended June 30, 2010 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


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PART II. OTHER INFORMATION
 
Item 1.   Legal Proceedings.
 
There are no material changes to the discussion set forth under Part I, Item 3, “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as updated by the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
 


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Item 1A.   Risk Factors.
     There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 except that the following disclosure supersedes the risk factor set forth therein titled, “Regulatory changes could restrict the Partnership’s operations”.
Regulatory changes could restrict the Partnership’s operations.
     Regulatory changes could adversely affect the Partnership by restricting its trading activities and/or increasing the costs or taxes to which the investors are subject. On July 21, 2010, the President signed into law major financial services reform legislation in the form of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Among other things, the Act grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Act including comprehensive regulation of the OTC derivatives market. The implementation of the Act could adversely affect the Partnership by increasing transaction and/or regulatory compliance costs. In addition, greater regulatory scrutiny may increase the Partnership’s and the General Partner’s exposure to potential liabilities. Increased regulatory oversight can also impose administrative burdens on the General Partner, including, without limitation, responding to investigations and implementing new policies and procedures. As a result, the General Partner’s time, attention and resources may be diverted from portfolio management activities. Other potentially adverse regulatory initiatives could develop suddenly and without notice.


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Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
The Partnership no longer offers Redeemable Units at the net asset value per Redeemable Unit as of the end of each month.
 
The following chart sets forth the purchases of Redeemable Units by the Partnership.
 
                                         
                              (d) Maximum Number
 
                      (c) Total Number
      (or Approximate
 
                      of Shares (or
      Dollar Value) of Shares
 
      (a) Total Number
      (b) Average
      Redeemable Units)
      (or Redeemable Units) that
 
      of Shares
      Price Paid per
      Purchased as Part
      May Yet Be
 
      (or Redeemable
      Share (or
      of Publicly Announced
      Purchased Under the
 
Period     Units) Purchased*       Redeemable Unit)**       Plans or Programs       Plans or Programs  
April 1, 2010 –
April 30, 2010
      653.9210       $ 1,366.80         N/A         N/A  
May 1, 2010 –
May 31, 2010
      506.0214       $ 1,359.24         N/A         N/A  
June 1, 2010 –
June 30, 2010
      423.8152       $ 1,335.67         N/A         N/A  
        1,583.7576       $ 1,356.05                      
                                         
 
* Generally, limited partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for limited partners.
 
** Redemptions of Redeemable Units are effected as of the last day of each month at the net asset value per Redeemable Unit as of that day.
 
Item 3.   Defaults Upon Senior Securities
 
None.
 
Item 4.   [Removed and Reserved]
 
Item 5.   Other Information
 
None.


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Item 6.   Exhibits
3.1 Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
3.2 Certificate of Limited Partnership of the Partnership as filed in the Office of the Secretary of State of the State of New York on August 25, 1999 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
     (a)Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated May 21, 2003 (filed as Exhibit 3.2(a) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
     (b) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 21, 2005 (filed as Exhibit 3.2(b) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
     (c) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.2(c) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
     (d) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated August 27, 2008 (filed as Exhibit 99.1 to the Form 8-K filed on September 2, 2008 and incorporated herein by reference).
     (e) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 24, 2009 (filed as Exhibit 99.1 to the Form 8-K filed on September 30, 2009 and incorporated herein by reference).
      (f) Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated June 30, 2010 (filed as Exhibit 3.1(f) to the Form 8-K filed on July 2, 2010 and incorporated herein by reference).
10.1 Form of Customer Agreement between the Partnership and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
10.2 Form of Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
     (a) Form of Letter Amending Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3A to the Registration Statement on Form S-1 filed on November 12, 2002 and incorporated herein by reference).
10.3 Form of Selling Agreement among the Partnership, Smith Barney Futures Management LLC and Salomon Smith Barney Inc. (filed as Exhibit 1.1 to the Registration Statement on Form S-1 filed on November 12, 2002 and incorporated herein by reference).
10.4 Joinder Agreement among the Partnership, the General Partner, Citigroup Global Markets Inc. and Morgan Stanley Smith Barney LLC, dated June 1, 2009 (filed as Exhibit 10 to the Quarterly Report on Form 10-Q filed on August 14, 2009 and incorporated herein by reference).
10.5 Amended and Restated Advisory Agreement among the Partnership, the General Partner and SandRidge Capital, LP, dated June 30, 2007 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 14, 2007 and incorporated herein by reference).
     (a) Letter from the General Partner extending Advisory Agreement between the General Partner and SandRidge Capital, L.P. for 2009, dated June 9, 2009 (filed as Exhibit 10.5(a) to the Annual Report on Form 10-K filed on March 31, 2010 and incorporated herein by reference).
10.6 Management Agreement among the Partnership, the General Partner and Aspect Capital Limited, dated January 3, 2002 (filed as Exhibit 99 to the Annual Report on Form 10-K filed on March 27, 2003 and incorporated herein by reference).
     (a) Letter from the General Partner extending Management with Aspect Capital Limited for 2009, dated June 9, 2009 (filed as Exhibit 10.6(a) to the Annual Report on Form 10-K filed on March 31, 2010 and incorporated herein by reference).
10.7 Management Agreement among the Partnership, the General Partner and Eckhardt Trading Company, dated March 31, 2008 (filed as Exhibit 10 to the Quarterly Report on Form 10-Q filed on August 14, 2008 and incorporated herein by reference).
     (a) Letter from the General Partner extending Management Agreement with Eckhardt Trading Company for 2009, dated June 9, 2009 (filed as Exhibit 10.7(a) to the Annual Report on Form 10-K filed on March 31, 2010 and incorporated herein by reference).
10.8 Management Agreement among the Partnership, the General Partner and Waypoint Capital Management LLC, dated February 25, 2010 (filed as Exhibit 10.8 to the Quarterly Report on Form 10-Q filed on May 17, 2010 and incorporated herein by reference).
10.9 Management Agreement among the Partnership, the General Partner and Graham Capital Management, L.P., dated June 11, 2001 (filed as Exhibit 10 to the Annual Report on Form 10-K filed on March 27, 2002 and incorporated herein by reference).
     (a) Letter from the General Partner extending Management Agreement with Graham Capital Management, L.P. for 2009, dated June 9, 2009 (filed as Exhibit 10.9(a) to the Annual Report on Form 10-K filed on March 31, 2010 and incorporated herein by reference).
Exhibit 31.1 — Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director)
Exhibit 31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer, Secretary and Director)
Exhibit 32.1 — Section 1350 Certification (Certification of President and Director)
Exhibit 32.2 — Section 1350 Certification (Certification of Chief Financial Officer, Secretary and Director)

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
DIVERSIFIED 2000 FUTURES FUND L.P.
 
By:   Ceres Managed Futures LLC
(General Partner)
 
By:  
/s/ Walter Davis
Walter Davis
President and Director
 
Date:  August 16, 2010
 
By:  
/s/  Jennifer Magro
Jennifer Magro
Chief Financial Officer, Secretary and Director
(Principal Accounting Officer)
 
Date:  August 16, 2010


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