UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrantx                            Filed by a Party other than the Registrant¨

Check the appropriate box:

CEDAR FAIR, L.P.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the Appropriate box):

Filing Party:

One Cedar Point Drive

Sandusky, Ohio 44870-5259

September 13, 2011

Dear Fellow Unitholder:

A special meeting of unitholders (the “Special Meeting”) of Cedar Fair, L.P. (the “Company”) will be held on October 27, 2011 at 9:00 a.m. (Eastern Daylight Time) at Castaway Bay at 2001 Cleveland Road, Sandusky, Ohio 44870. The Special Meeting is being called by resolution of the board of directors (the “Board of Directors” or the “Board”) of Cedar Fair Management, Inc., the general partner of the Company (the “General Partner”).

The purpose of the Special Meeting is to consider two proposals relating to the right of unitholders to nominate directors for election to the Board of Directors. Both of the proposals are more fully addressed in the Company’s notice and proxy statement attached to this letter. We encourage you to read the Company’s materials carefully, and then vote the enclosed proxy card.

On June 2, 2011, at the request of two of our unitholders, Q Funding III, L.P. and Q4 Funding, L.P. (together with Geoffrey Raynor, “Q Investments”), the Company held a special meeting of unitholders (the “June Special Meeting”) to consider proposals that, if approved, would have given unitholders the right to nominate directors for election to the Board of Directors. The Board of Directors did not make a recommendation with respect to the proposals considered at the June Special Meeting. Although the proposals received strong support from unitholders at the June Special Meeting, only one of the proposals received requisite unitholder approval. Because the Regulations of the General Partner require that both of the proposals at the June Special Meeting must have received the requisite unitholder approval to be effective, neither of the proposals at the June Special Meeting were adopted by the Board of Directors.

Based on the results of the June Special Meeting, and based on additional feedback the Company has subsequently received from unitholders regarding the right to nominate directors for election to the Board of Directors, the Board has determined to convene another special meeting to re-consider the proposals relating to the right of unitholders to nominate directors for election to the Board of Directors. In addition, the Board of Directors has determined to recommend a voteFOR these proposals.

Given the governance structure of the General Partner and the Company, the regulations of the General Partner must be amended in order to give unitholders the right to nominate directors for election to the Board of Directors. Therefore, two related proposals are being proposed that, if approved, would give unitholders the right to nominate directors for election to the Board of Directors. Specifically, the two proposals, if approved, will (i) amend the regulations of the General Partner to permit the limited partnership agreement to include a provision giving unitholders the right to nominate directors for election to the Board of Directors (“Proposal 1”) and (ii) amend our limited partnership agreement to establish certain procedures and information requirements pursuant to which unitholders can nominate directors for election to the Board of Directors (“Proposal 2” and, together with Proposal 1, the “Proposals”).The Board of Directors recommends a vote FOR both Proposal 1 and Proposal 2.

Enclosed are a notice of matters to be voted on at the Special Meeting, our proxy statement and a proxy card. The attached proxy statement provides you with detailed information about the Special Meeting. We encourage you to read the entire proxy statement carefully. You may also obtain more information about the Company from documents we have filed with the Securities and Exchange Commission.

Your vote is important regardless of the number of units that you own. The Board of Directors urges you to sign, date and deliver the enclosed proxy, as promptly as possible, in the enclosed postage-paid reply envelope, or submit your proxy by telephone or the Internet. Instructions regarding Internet and telephone voting are included on the proxy card (or, if applicable, in your electronic delivery notice). If you have any questions or need assistance in voting your units, please contact our proxy solicitor, Morrow & Co., LLC, toll-free at (800) 206-5879.

I can assure you that your Board of Directors and management will continue to act in the best interest of all of the Company’s unitholders. Thank you in advance for your cooperation and continued support.

Sincerely,

CEDAR FAIR MANAGEMENT, INC.

Richard L. Kinzel

Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement is dated September 13, 2011 and is first being mailed to unitholders on or about September 14, 2011.

One Cedar Point Drive

Sandusky, Ohio 44870-5259

NOTICE OF ANNUALSPECIAL MEETING OF LIMITED PARTNER UNITHOLDERS

TO BE HELD ON JULY 7,OCTOBER 27, 2011

The annual meeting ofThis notice and the limited partnerattached proxy statement are being furnished to the unitholders of Cedar Fair, L.P., a Delaware limited partnership (the “Company”), in connection with the upcoming special meeting of unitholders (the “Special Meeting”) and the related solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Cedar Fair Management, Inc., the general partner of the Company (the “General Partner”), from holders of outstanding units of the Company for use at the Special Meeting and at any adjournment or postponement thereof. In this notice and the attached proxy statement, all references to “we,” “our” and “us” refer to the Company, except as otherwise provided.

The purpose of the Special Meeting is to consider the two proposals described in the attached proxy statement relating to the right of unitholders to nominate directors for election to the Board of Directors.

NOTICE IS HEREBY GIVEN that a Special Meeting of the Company will be held on Thursday, July 7,October 27, 2011 at 9:00 a.m. (Eastern Daylight Time) at the Cedar Point CenterCastaway Bay at BGSU Firelands College in Huron, Ohio.2001 Cleveland Road, Sandusky, Ohio 44870. All unitholders of record on September 12, 2011 are invited to attend the meeting.Special Meeting. The meetingSpecial Meeting is called for the following purposes:

The Board of Directors recommends a vote FOR Proposal 1.

The Board of Directors recommends a vote FOR Proposal 2.

Only limited partners whothat held units as of the close of business on May 27,September 12, 2011, are entitled to notice of, and to vote at, the annual meetingSpecial Meeting and at any adjournments or postponements of the meeting.Special Meeting.

With respect to Proposal 1, pursuant to the terms of the Regulations, Proposal 1 must be approved by the holders of eighty percent (80%) of the outstanding units of the Company entitled to vote. With respect to Proposal 2, pursuant to the terms of the Partnership Agreement, Proposal 2 must be approved by both the General

Sandusky, Ohio

June 3, 2011

Partner and the holders of a majority of the outstanding units of the Company entitled to vote. However, because the Regulations must be amended in order to permit unitholders to have the right to nominate directors for election to the Board of Directors, the General Partner will only approve Proposal 2 ifboth Proposal 1 and Proposal 2 are approved by the respective requisite vote of unitholders. Unitholders should note that they will not have the right to nominate directors for election to the Board of Directors unless both Proposal 1 and Proposal 2 are approved by unitholders as set forth above.

Your vote is important and we encourage you to vote promptly, evenEven if you plan to attend the annual meeting. You may vote your units via a toll-free telephone number or over the Internet. IfSpecial Meeting in person, we request that you received a paper copy of the proxy card by mail, you maycomplete, sign, date and mailreturn the enclosed proxy or submit your proxy by telephone or the Internet prior to the Special Meeting to ensure that your units will be represented at the Special Meeting if you are unable to attend. If you fail to return your proxy card inor fail to submit your proxy by telephone or the envelope provided.Internet, your units will not be counted for purposes of determining whether a quorum is present at the meeting and will have the same effect as a vote against Proposal 1 and Proposal 2. If you are a unitholder of record, voting in person at the meeting will revoke any proxy previously submitted. If your units are held in “street name,” which means your units are held of record by a broker, bank or other nominee you should follow the voting instructions provided by your broker, bank or other nominee.

Attendance at the Special Meeting is limited to unitholders. To gain admittance, you must present valid photo identification, such as a driver’s license or passport. If you hold units in “street name” (that is, through a broker, bank or other nominee) and would like to attend the meeting,Special Meeting, you may revokewill need to bring an account statement or other acceptable evidence of ownership of the proxyunits as of the close of business on September 12, 2011, the record date, and valid photo identification. If you are the representative of a corporate or institutional unitholder, you must present valid photo identification along with proof that you are the representative of such unitholder. In addition, if you would like to attend the Special Meeting and vote in person, all matters brought beforein order to vote, you must contact the meeting.person in whose name your units are registered, obtain a proxy from that person and bring it to the Special Meeting. The use of cell phones, PDAs, pagers, recording and photographic equipment, camera phones and/or computers is not permitted in the meeting rooms at the Special Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR BOTH PROPOSAL 1 AND PROPOSAL 2.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF UNITS YOU OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY NOTIFYING OUR SECRETARY IN WRITING OF THE REVOCATION, BY DELIVERY OF A LATER-DATED PROXY, BY USING THE TOLL-FREE TELEPHONE NUMBER OR INTERNET WEBSITE ADDRESS OR BY VOTING IN PERSON AT THE SPECIAL MEETING.

If you have any questions about this proxy or require assistance in voting your units on the proxy card, or need additional copies of the Company’s proxy materials, please contact: Morrow & Co., LLC, at (203) 658-9400 or toll free at (800) 206-5879.

CEDAR FAIR MANAGEMENT, INC.

Richard L. Kinzel

Chief Executive Officer

Sandusky, Ohio

September 13, 2011

TABLE OF CONTENTS

ABOUT THE ANNUALSPECIAL MEETING

General

ThisWe are sending you this proxy statement is furnished in connection with theas part of a solicitation of proxies fromby the limited partnerBoard of Directors (the “Board of Directors” or the “Board”) of Cedar Fair Management, Inc. (the “General Partner”) for use at the upcoming special meeting of unitholders of Cedar Fair, L.P. (the “Partnership”“Company”) by the Board of Directors of its general partner, Cedar Fair Management, Inc. (“CFMI”), for useand at the annual meeting.any adjournment or postponement thereof (the “Special Meeting”). We intend to mail a printed copy ofanticipate that this proxy statement and the accompanying proxy card will first be mailed to ourthe unitholders of record entitled to vote at the annual meetingCompany on or about June 3,September 14, 2011.

Time and Place

The annual meetingSpecial Meeting will be held at the Cedar Point CenterCastaway Bay at BGSU Firelands College located at One University Drive in Huron,2001 Cleveland Road, Sandusky, Ohio 44870, on Thursday, July 7,October 27, 2011, at 9:00 a.m. (Eastern Daylight Time). All unitholders of record on September 12, 2011 are invited to attend the Special Meeting.

Matters to be Considered

At the annual meeting,Special Meeting, unitholders will be asked to consider and vote upon two proposals relating to the right of unitholders to nominate directors for election to the Board of Directors. At the Special Meeting, the limited partners will be asked to:asked:

It is not anticipated that anypresented other matters will be raised at the annual meeting.than those described in this proxy statement.

Important Notice Regarding Availability of Proxy Materials For the Unitholders Meeting to be held July 7,October 27, 2011

The proxy solicitation statement and our annual report on Form 10-K10-K/A are available free of charge at www.cedarfair.com/ir/proxy.www.cedarfair.com.

Record Date; Voting Right; Quorum; Vote Required

The Board of Directors has fixed the close of business on September 12, 2011, as the record date for unitholders entitled to notice of and to vote at the Special Meeting. Only holders of record of units on the record date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of record of units of the Company as of the record date is entitled to cast one vote per unit on each of the Proposals.

The presence in person or by proxy of holders of a majority of the issued and outstanding units entitled to vote at the Special Meeting will constitute a quorum for the transaction of any business. In case a quorum is not present, the vote of the holders of a majority of the units present at the Special Meeting in person or represented by proxy may adjourn the Special Meeting (without notice other than an announcement at the time of the adjournment of the date, time and place of the adjourned meeting) to another date, but no other business may be transacted at the Special Meeting.

With respect to Proposal 1, pursuant to the terms of the Regulations, Proposal 1 must be approved by the holders of eighty percent (80%) of the outstanding units of the Company entitled to vote. With respect to Proposal 2, pursuant to the terms of the Partnership Agreement, Proposal 2 must be approved by both the General Partner and the holders of a majority of the outstanding units of the Company entitled to vote. However, because the Regulations must be amended in order to permit unitholders to have the right to nominate directors for election to the Board of Directors, the General Partner will only approve Proposal 2 if both Proposal 1 and Proposal 2 are approved by the respective requisite vote of unitholders. Unitholders should note that they will not have the right to nominate directors for election to the Board of Directors unless both Proposal 1 and Proposal 2 are approved by unitholders as set forth above.

Abstentions will be counted for purposes of establishing a quorum at the Special Meeting, will be counted as votes cast and will have the effect of a vote against each of Proposal 1 and Proposal 2. If you hold units directly in your name and do not vote, your units will not be counted for purposes of establishing a quorum and will have the same effect as a vote against each of Proposal 1 and Proposal 2. If you hold units in “street name” (that is, through a broker, bank or other nominee) and you do not provide voting instructions to your broker, your units will be counted for purposes of establishing a quorum if your broker exercises its discretionary authority to vote your units with regard to Proposal 1 and Proposal 2.

As of September 12, 2011, there were approximately 55,345,858 units outstanding and entitled to vote at the Special Meeting, held by approximately 7,200 holders of record. As of September 12, 2011, the Board of Directors and executive officers of the General Partner and their affiliates beneficially owned 1,754,803 units (which includes 177,550 vested options), or approximately 3.2% of the total units outstanding on that date. See “Security Ownership of Certain Beneficial Owners and Management.”

Attendance and Voting Process

Only unitholders of record or their duly authorized proxies have the right to attend the Special Meeting. To gain admittance, you must present valid photo identification, such as a driver’s license or passport. If you hold units in “street name” (that is, through a broker, bank or other nominee) please bring to the Special Meeting an account statement or other acceptable evidence of ownership of the units as of the close of business on September 12, 2011, the record date, and valid photo identification. If you are the representative of a corporate or institutional unitholder, you must present valid photo identification along with proof that you are the representative of such unitholder. Please note that cell phones, PDAs, pagers, recording and photographic equipment, camera phones and/or computers will not be permitted at the Special Meeting.

You may vote in person at the annual meetingSpecial Meeting or through a proxy. However, even if you plan to attend the annual meetingSpecial Meeting in person, the Board urges you to submit your vote as soon as possible by mail, telephone or the Internet. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a

personal identification number. These procedures allow unitholders to appoint a proxy to vote their units and to confirm that their instructions have been properly recorded. Instructions for voting by telephone and over the Internet are included on the proxy card. All of the PartnershipCompany’s units represented by proxies properly received prior to or at the annual meetingSpecial Meeting and not revoked will be voted in accordance with the instructions indicated in the proxies. If you own units directly and do not provide voting instructions on your proxy, the units represented by your proxy will be voted in favor of each of Proposals 1, 2 and 3 and in favor of the advisory vote on executive compensation occurring each year.

1

If you hold units indirectly in a stock brokerage account, or through a bank or other nominee you are considered to be the beneficial owner of units held in “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker how to vote. Under New York Stock Exchange rules, unless you furnish specific voting instructions, your broker is not permitted to vote your units on the election of a director, on the advisory vote on executive compensation or on your preference regarding the frequency of the advisory vote on executive compensation. Your broker is permitted to vote your units on the appointment of our independent registered public accounting firm, even if you do not furnish voting instructions. If your units are held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow in order to have your units voted. Your broker may have procedures that will permit you to vote by telephone or electronically through the Internet. As the beneficial owner of the units, you have the right to give voting instructions to the broker holding the units. If the beneficial owner does not provide voting instructions then, under the rules of the New York Stock Exchange, the broker who holds units in “street name” has the discretionary authority to vote on “routine” proposals. However, brokers are precluded from exercising discretionary authority to vote with respect to “non-routine” proposals. If the agenda items at a particular meeting consist of both “routine” proposals and “non-routine” proposals brokers will exercise discretionary authority to vote with respect to “routine” proposals and will be precluded from exercising discretionary authority to vote with respect to “non-routine” proposals, referred to generally as “broker non-votes.” Proposal 1 and Proposal 2 are considered “routine” under the rules and interpretations of the New York Stock Exchange. As a result, absent specific voting instructions from the beneficial owner of units, brokers are empowered to vote units with respect to Proposal 1 and Proposal 2 and, therefore, may submit a proxy card to the Company on your behalf.

Any proxy given on the accompanying form or through the Internet or telephone may be revoked by the person giving it at any time before it is voted. Proxies may be revoked, or the votes reflected in the proxy changed, by delivering to the Corporate Secretary a written notice of revocation at One Cedar Point Drive, Sandusky, Ohio 44870, by submitting a properly executed later-dated proxy to our Corporate Secretary at One Cedar Point Drive, Sandusky, Ohio 44870, before the vote is taken at the annual meetingSpecial Meeting or attending the annual meetingSpecial Meeting and voting in person. If your units are voted through your broker, bank or other nominee, you must follow directions received from your broker, bank or other nominee to change your voting instructions.

Solicitation of Proxies

This proxy solicitation by the Company is being made and paid for by the Company on behalf of the Board of Directors. In addition, we have retained Morrow & Co., LLC to assist in the solicitation. We will pay Morrow & Co., LLC a fee of approximately $25,000 as compensation for its services plus reimbursement for its related out-of-pocket expenses. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone or facsimile. These persons will not be paid additional remuneration for their efforts. We will also request brokers, banks and other nominees to forward proxy solicitation materials to the beneficial owners of the Company’s units that the brokers, banks or other nominees hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses.

Questions and Additional Information

If you have more questions about the proposals or if you would like additional copies of this document you should call or write:

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

Please call: (203) 658-9400 or

Call toll free at: (800) 662-5200 or (800) 607-0088206-5879

Record Date; Voting Right; Quorum; Vote RequiredQUESTIONS AND ANSWERS ABOUT THIS PROXY SOLICITATION

CFMIThe following questions and answers are intended to address briefly some commonly asked questions regarding this proxy solicitation and the special meeting. These questions may not address all questions that may be important to you as a unitholder. Please refer to the more detailed information contained elsewhere in this proxy statement, which you should read carefully.

Q: Who is making this solicitation?

A: Your Board of Directors.

Q: When and where is the Special Meeting?

A: The special meeting of unitholders (the “Special Meeting”) will be held on October 27, 2011 at 9:00 a.m. (Eastern Daylight Time) at Castaway Bay at 2001 Cleveland Road, Sandusky, Ohio 44870.

Q: Who is entitled to vote at the Special Meeting?

A: The Board has fixed the close of business on May 27,set September 12, 2011 as the record dateRecord Date for the determination of unitholders who are entitled to notice of and to attend and to vote at the annual meeting.Special Meeting. Only holdersthe unitholders of record of unitsthe Company as of the close of business on the record dateRecord Date, are entitled to notice of, the annual meetingand to attend and to vote at the annual meeting. Each holderSpecial Meeting. The Company will be soliciting proxies from unitholders of record of limited partner units as of the record date isclose of business on the Record Date and only such unitholders may execute, withhold or revoke proxies with respect to the matters to be voted upon at the Special Meeting. On the Record Date, there were approximately 55,345,858 units outstanding and entitled to castvote at the Special Meeting.

Q: What is the Company asking you to do?

A: You are being asked to vote with respect to the Proposals described in this proxy statement.

Q: Why does the Board of Directors recommend a vote FOR both Proposal 1 and Proposal 2?

A: On June 2, 2011, at the request of two of our unitholders, Q Funding III, L.P. and Q4 Funding, L.P. (together with Geoffrey Raynor, “Q Investments”), the Company held a special meeting of unitholders (the “June Special Meeting”) to consider proposals that, if approved, would have given unitholders the right to nominate directors for election to the Board of Directors. The Board of Directors did not make a recommendation with respect to the proposals at the June Special Meeting. Although the proposals received strong support from unitholders at the June Special Meeting, only one vote per unit on each of the proposals.proposals received requisite unitholder approval. Because the Regulations of the General Partner require that both of the proposals at the June Special Meeting must have received the requisite unitholder approval to be effective, neither of the proposals at the June Special Meeting were adopted by the Board of Directors.

Based on the results of the June Special Meeting, and based on additional feedback the Company has subsequently received from unitholders regarding the right to nominate directors for election to the Board of Directors, the Board understands that unitholders desire to have the right to nominate directors for election to the Board of Directors. Therefore, the Board has determined to convene another special meeting to re-consider the proposals and has determined to recommend a voteFOR both Proposal 1 and Proposal 2.

Q: What are the procedural and informational requirements set forth in Proposal 2 with respect to the right to nominate a candidate for director?

A: The presenceamendments to the Partnership Agreement contemplated by Proposal 2 contain certain procedural and information requirements that prescribe and clarify the procedures that a unitholder must follow and information required to be submitted in order to nominate a candidate for director.

Procedural requirements. Pursuant to the procedural requirements contained in Proposal 2, in order for a director nomination notice to be timely, a unitholder’s notice must be delivered to or received by the Company not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of unitholders. However, if the annual meeting is advanced more than 30 days prior to the anniversary or delayed more than 60 days after such anniversary, then to be timely such notice must be received by the Company no later than the later of 70 days prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting was made. In order for a unitholder’s notice to be proper, such notice must include all the necessary information prescribed in the Partnership Agreement. In addition, the Company and General Partner are not required to include in its proxy materials any person nominated by a unitholder.

Informational requirements. Pursuant to the informational requirements contained in Proposal 2, the nominating person and the unitholder-nominated director candidate must provide to the Company certain relevant background, biographical, security ownership and other information. The informational requirements include information about the unitholder-nominated director candidate and the nominating person that is generally equivalent to what the Company would need to include in its proxy statement for the Board’s nominees.

Q: If Proposal 1 and Proposal 2 are approved by the respective requisite vote of unitholders, when will I have the right to nominate directors for election to the Board of Directors?

A: If both Proposal 1 and Proposal 2 are approved, you will be able to nominate directors for election to the Board of Directors at the 2012 annual meeting of unitholders, in accordance with the procedural and informational requirements set forth in Proposal 2.

Q: What should I do to vote my units?

A: If you are a unitholder of record, you may vote your units in person at the Special Meeting, vote by proxy using the enclosed proxy card, vote by proxy by telephone or vote by proxy through the Internet. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote in person even if you have already voted by proxy.

If you are a beneficial owner of units registered in the name of your broker, bank or other nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization. Simply sign, date and return the proxy card to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other nominee. To vote in person at the Special Meeting, you must obtain a valid legal proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker, bank or other nominee to request a proxy form.

Q: What is the effect of submitting my proxy using the enclosed proxy card?

A: By marking the “FOR” box next to Proposal 1 and/or Proposal 2 on the enclosed proxy card and signing, dating and mailing the card in the postage-paid envelope provided, you will be voting for Proposal 1 and/or Proposal 2, as the case may be, and by marking the “AGAINST” box next to Proposal 1 and/or Proposal 2 on the enclosed proxy card and signing, dating and mailing the card in the postage-paid envelope provided, you will be voting against Proposal 1 and/or Proposal 2, as the case may be. You can also vote for or against Proposal 1 and Proposal 2 by telephone or through the Internet.

Q: What if I return a proxy card or otherwise vote but do not make specific choices?

A: If you return your signed proxy card or otherwise vote by returning a proxy card without marking voting selections, your units will be counted as a voteFORboth Proposal 1 and Proposal 2.

Q: If I have already delivered a proxy card to the Company, is it too late for me to change my vote?

A: No. Until the vote is taken at the Special Meeting, any proxy you may have delivered may be revoked. You have the right to revoke your proxy by notifying our secretary in writing of the revocation or by voting for or against Proposal 1 and Proposal 2 by telephone, by Internet or by signing, dating and returning a later-dated proxy card. Even if you have delivered a proxy card but do not revoke your proxy prior to the deadline, you may still attend the Special Meeting and vote your units for or against Proposal 1 and Proposal 2.

Q: How many votes are needed to approve each proposal?

A: Proposal 1 (the Board proposal to amend the Regulations) must receive “FOR” votes, either in person or by proxy at the Special Meeting, from the holders of eighty percent (80%) of the outstanding units of the Company entitled to vote (as required by the Regulations). If you hold units directly in your name and you do not vote or “ABSTAIN” from voting, it will have the same effect as an “AGAINST” vote. If you hold units in “street name” and you do not provide voting instructions to your broker, your broker will have discretionary authority to vote your units with regard to Proposal 1.

Proposal 2 (the Board proposal to amend the Partnership Agreement) must receive “FOR” votes, either in person or by proxy at the Special Meeting, from the holders of a majority of all of the Company’s outstanding units entitled to vote. If you hold units directly in your name and you do not vote or “ABSTAIN” from voting, it will have the same effect as an “AGAINST” vote. If you hold units in “street name” and you do not provide voting instructions to your broker, your broker will have discretionary authority to vote your units with regard to

Proposal 2. However, as more fully described in this proxy statement, the General Partner will only approve Proposal 2 if both Proposal 1 and Proposal 2 are approved by the respective requisite vote of unitholders. Unitholders should note that they will not have the right to nominate directors for election to the Board of Directors unless both Proposal 1 and Proposal 2 are approved.

Q: How many votes do I have?

A: On each matter to be voted upon, you have one vote for each unit you own as of the Record Date.

Q: What is the quorum requirement?

A: A quorum of unitholders is necessary to hold a valid meeting. A quorum will be present if unitholders holding at least a majority of all of the Company’s outstanding units entitled to vote are present at the Special Meeting in person or represented by proxy. On the Record Date, there were approximately 55,345,858 units outstanding and entitled to vote at the annual meetingSpecial Meeting. Thus, the holders of 27,672,930 units must be present in person or represented by proxy at the Special Meeting to have a quorum. Your units will constitutebe counted towards the quorum only if you submit a valid legal proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Special Meeting. Abstentions will be counted towards the quorum for the transaction of any business.requirement. In case a quorum is not present, the meetingvote of the holders of a majority of the units present at the Special Meeting in person or represented by proxy may be adjourned withoutadjourn the Special Meeting (without notice other than an announcement at the time of the adjournment of the date, time and place of the adjourned meeting.meeting) to another date, but no other business may be transacted at the Special Meeting.

Q: What are “broker non-votes”?

A: Generally, if units are held by a broker the beneficial owner of the units is entitled to give voting instructions to the broker holding the units. If the beneficial owner does not provide voting instructions then, under the rules of the New York Stock Exchange, the broker who holds units has the discretionary authority to vote on “routine” proposals. However, brokers are precluded from exercising discretionary authority to vote with respect to “non-routine” proposals. If the agenda items at a quorumparticular meeting consist of both “routine” proposals and “non-routine” proposals brokers will exercise discretionary authority to vote with respect to “routine” proposals and will be precluded from exercising discretionary authority to vote with respect to “non-routine” proposals, referred to generally as “broker non-votes.” All of the items on the agenda at the Special Meeting are considered “routine” under the rules and interpretations of the New York Stock Exchange. As a result, absent specific voting instructions from the beneficial owner of units, brokers are empowered to vote units with respect to Proposal 1 and Proposal 2 and, therefore, may submit a proxy card to the Company on your behalf.

Q: What if any matter beyond those in this proxy statement is present,properly brought before the nomineeSpecial Meeting?

A: The Board knows of no other matters that will be presented for Director who receivesconsideration at the greatest numberSpecial Meeting. If you return the proxy card you will confer discretionary authority to the Company’s designees on all other matters that may properly come before the Special Meeting for a vote and that were unknown to the Company a reasonable time before the solicitation.

Q: How can I find out the results of votes castthe voting at the Special Meeting?

A: The Company will tabulate and announce the preliminary voting results at the Special Meeting. Final voting results will be tabulated by the Company and will be published in a Current Report on Form 8-K as soon as practicable after the tabulation. We expect to file the Current Report on Form 8-K with the Securities and Exchange Commission within four business days of the Special Meeting.

Q: Who is paying for this proxy solicitation?

A: The Company will pay for the electioncost of this proxy solicitation. In addition to these proxy materials, the Board of Directors, byemployees of the units represented at the annual meetingGeneral Partner and Morrow & Co., LLC (“Morrow”) may also solicit proxies in person or by proxy and voting will be elected. The affirmative vote of a majority of the units represented at the annual meeting in person or by proxy is required to confirm the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2010. The advisory vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of units represented in person or by proxy and voting at the annual meeting. The unitholders’ preference regarding the frequency of the advisory vote on the compensation of our named executive officers will be determined by the alternative receiving the most votes cast. Abstentions will be counted for purposes of establishing a quorum at the annual meeting, will be counted as votes cast and will have the effect of a vote against a proposal. Broker non-votes will be counted for purposes of establishing a quorum but will not be counted as votes cast.

As of May 27, 2011, there were approximately 55,345,716 units outstanding and entitled to vote at the annual meeting, held by approximately 7,500 holders of record. As of April 27, 2011, the Directors and executive officers of the general partner and their affiliates beneficially owned 1,781,301 units (which includes 178,350 vested options), or approximately 3.2% of the total units outstanding on that date. See “Security Ownership of Certain Beneficial Owners and Management.”

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PROPOSAL ONE. ELECTION OF DIRECTORS

telephone. The Board of Directors and employees of CFMI currently is comprisedthe General Partner will not be paid any additional compensation for soliciting proxies, but Morrow will be paid approximately $25,000 as compensation for its services plus reimbursement for its related out-of-pocket expenses. We will also reimburse brokers, banks and other nominees for the cost of nine directors. forwarding proxy materials to beneficial owners.

Q: Whom should I call if I have questions about the solicitation?

A: Unitholders should call:

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

Please call: (203) 658-9400 or

Call toll free at: (800) 206-5879

PARTICIPANTS IN THE PROXY SOLICITATION

The Directors are divided into three classes: Class I, Class II,Company has sent you this proxy and Class III,will pay the cost of soliciting the proxies from unitholders on behalf of the Company. In addition to solicitation by mail, arrangements will be made with brokerage houses and each class consistsother custodians, nominees and fiduciaries to send the proxy materials to beneficial owners of threethe units, and the Company, upon request, will reimburse the brokerage houses and custodians for their reasonable expenses in so doing on the Company’s behalf. The Company has retained Morrow & Co., LLC to aid in the solicitation of proxies and to verify certain records related to the solicitation. Morrow & Co., LLC will receive a fee of approximately $25,000 as compensation for its services plus reimbursement for its related out-of-pocket expenses. The Company’s and the General Partner’s directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone and facsimile. These persons will receive no additional compensation for their assistance in soliciting proxies.

BACKGROUND OF THE PROXY SOLICITATION

The following describes certain events and legal proceedings involving the General Partner, the Company and/or Q Investments related to the right of unitholders to nominate directors for election to the Board of Directors:

On April 28, 2010, following previous conversations with the Company about the future of the Company, including the composition of the Board, Q Investments sent a letter to the Company stating that Q Investments had engaged an executive search firm to identify two independent and qualified candidates to serve on the Board and that Q Investments was prepared to nominate and solicit proxies in support of such candidates at the Company’s 2010 annual meeting.

On April 29, 2010, Q Investments commenced an action in the Delaware Court of Chancery against the General Partner and the Company (the “April 2010 Action”) related to the right of unitholders to nominate directors for election to the Board of Directors. The terms of the Directors in Class III expire at this annual meeting. Our current Class III directors, Darrel D. Anderson, Richard S. Ferreira and David L. Paradeau, have announced their intentions to retire or step down from the Board immediately prior to the annual meeting. Mr. Ferreira will retire after serving as a Director for 14 years. Messrs. Paradeau and Anderson have agreed to resign from the Board so that the Board size can be reduced from nine to seven members, in accordance with the agreement entered into by Cedar Fair with complaint, captionedQ Funding III, L.P. and Q4 Funding, L.P. vs. Cedar Fair Management, Inc. and filed on a Form 8-K with the Securities and Exchange Commission on May 5, 2010. We thank Messrs. Ferreira, Paradeau and Anderson for their service and dedication as Directors. Upon their resignations or retirement, the Board plans to fix the number of directors at seven members, subject to increase or decrease in accordance with the Regulations of CFMI.

At this meeting, Gina D. France is nominated for election as a Class III Director to serve for a three-year term expiring at the annual meeting in 2014 and until her successor is duly elected and qualified. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors has approved, the nomination of Ms. France. The Board believesCedar Fair, L.P., C.A. No. 5444-VCS, alleged, among other things, that the attributes, skills and qualificationsGeneral Partner breached the terms of the Partnership Agreement by taking the position that Ms. France has developed through her leadership experience in the financial advisory field and her experience as a former investment banker and board member of several nationally recognized companies make her exceptionally qualified to serve on the Board. Ms. France will qualify as an “independent” director under the SEC rules and the NYSE rules, and she is also qualified to serve as the “audit committee expert,” a position previously filled by Mr. Ferreira who is retiring. Ms. France brings additional diversity and public company experience to our Board. We are pleased tounitholders do not have the opportunityright to further strengthen our Board with the nominationnominate candidates, or to solicit proxies in support of Ms. France.

Ms. France has agreed to stand for election. While the Partnership has no reason to believe that Ms. France will be unable or unwilling to serve as a director at the time of the annual meeting, in the unlikely event that she does not stand for election, the Board may reduce the number of Directors standing for election, or the proxies may use the accompanying proxy to vote for a replacement nominee recommended by the Board. The nominee who receives the greatest number of votes cast for the election of Director at the annual meeting by the units present in person or by proxy and entitled to vote will be elected Director.

Set forth below is biographical and other information about the directors and nominees, including information concerning the particular experience, qualifications, attributes and skills that let the Nominating and Corporate Governance Committee and the Board to determine that each should serve as a Director.

The Board of Directors recommends a vote FOR Gina D. France for election as a Class III Director at the annual meeting.

Nominee for election as Class III Directors serving until 2014:

Gina D. France, age 52, is President and CEO of France Strategic Partners LLC, a private strategic planning and transaction advisory firm. Before founding France Strategic Partners, Ms. France was a Partner with Ernst & Young LLP and led the firm’s CenterforStrategic Transactions^® (CST) in Cleveland, Ohio. Ms. France also previously served as a managing director of Ernst & Young LLP and an investment banker with Lehman Brothers. Ms. France serves on several corporate boards, including FirstMerit Corporation, a $14.1 billion bank holding company where she is chair of the Governance and Nominating Committee and serves as an SEC-designated financial expert on the Audit Committee; Dawn Food Products, Inc., one of the world’s largest manufacturers and distributors of bakery products where she serves on the Audit and Compensation Committees; and Mack Industries, a privately held supplier of concrete products and services. Ms. France was recommended to the Corporate Governance and Nominating Committee by third party advisors to the Partnership. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications

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Ms. France has developed through her leadership experience in the financial advisory field and her experiences as a former investment banker and board member of several nationally recognized companies, qualifies her as a financial expert for purposes of serving on the Audit Committee and has nominated hernew candidates, for election to the Board of Directors of CFMI.

Class I Directors serving until 2013:

Richard L. Kinzel, age 70, has been president and chief executive officerDirectors. Q Investments sought, among other things, (i) a declaratory judgment that under the terms of the Partnership’s general partner since 1986Partnership Agreement, all unitholders, including Q Investments, have the right to nominate and solicit

proxies in support of candidates for election as directors to the Board of Directors, and (ii) injunctive relief precluding the Company or its representatives from taking any action to interfere with unitholders’ rights to nominate and solicit proxies in support of candidates for election as directors to the Board of Directors at our 2010 annual meeting of unitholders and our subsequent annual meetings of unitholders.

On May 4, 2010, the Company and Q Investments agreed to a membersettlement pursuant to which the General Partner agreed to, among other things: (i) increase the size of the Board of Directors since 1986, serving as chairmanfrom seven to nine directors immediately following our 2010 annual meeting of unitholders; (ii) appoint two independent nominees to fill the Board from 2003 until January 2011. Mr. Kinzel has been employed by the Partnership or its predecessor since 1972. Mr. Kinzel served on the Advisory Board of KeyCorp, a publicly traded company listed on the New York Stock Exchange, from 1989 to 2008. Mr. Kinzel has 38 years of experiencenewly created vacancies, with the Partnership, including many leadership rolesassistance of an executive search firm and input from Q Investments; and (iii) hold our 2011 annual meeting of unitholders no later than June 30, 2011. On May 5, 2010, Q Investments voluntarily dismissed the April 2010 Action without prejudice.

On October 14, 2010, Q Investments commenced another action in various aspectsthe Delaware Court of Chancery against the business. This experienceGeneral Partner and Mr. Kinzel’s leadership and management skills provide valuable guidance and operational knowledgethe Company that was virtually identical to the Board and qualify him to serve on the Board.

Eric L. Affeldt,age 53, has been president and chief executive officer of ClubCorp Inc. since 2006. Prior to joining ClubCorp, he was a principal of KSL Capital Partners, the private equity firm that purchased ClubCorp in 2006. Mr. Affeldt also previously served as president and CEO of KSL’s former golf division, KSL Fairways, vice president and general manager of Doral Golf Resort and Spa in Miami and the combined PGA West and La Quinta Resort and Club in California and was a founding partner of KSL Recreation. In addition, he was president of General Aviation Holdings, Inc. Mr. Affeldt is a member of the Audit Committee and the Compensation Committee and has served as a Director since 2010. Mr. Affeldt was appointed as a Director pursuant to the agreement entered into by Cedar Fair with April 2010 Action. The complaint, captionedQ Funding III, L.P. and Q4 Funding, L.P. vs. Cedar Fair Management, Inc. and Cedar Fair, L.P., C.A. No. 5904-VCS, (the “Nomination Rights Action”), sought, among other things, a declaratory judgment and injunctive relief on the issue of unitholder nomination rights in advance of our 2011 annual meeting of unitholders. The Company filed an answer denying the allegations as set forth in the complaint and the Company and Q Investments thereafter engaged in discovery. An evidentiary hearing was scheduled for April 21, 2011, but has since been postponed.

On May 6, 2011, Q Investments filed an Amended And Supplemented Complaint in the Nomination Rights Action which seeks, among other things, a declaratory judgment on the issue of unitholder nomination rights.

On June 2, 2011, at the request of Q Investments, the Company held the June Special Meeting to consider proposals that, if approved, would have given unitholders the right to nominate directors for election to the Board of Directors. The Board of Directors did not make a recommendation with respect to the proposals considered at the June Special Meeting. Although the proposal to amend the Limited Partnership Agreement to establish certain procedures and information requirements for unitholders to nominate directors received approval by the required number of votes at the June Special Meeting, the proposal to amend the Regulations of the General Partner to give unitholders the right to nominate directors for election to the Board of Directors, did not receive approval by the required number of votes at the June Special Meeting. Based on those results, and because the Regulations of the General Partner require that both of the June Special Meeting proposals must have received the requisite unitholder approval to be effective, neither of the proposals at the June Special Meeting were adopted by the Board of Directors.

During July 2011 and August 2011, the Board of Directors discussed the results of the June Special Meeting and whether any actions should be taken with respect to the right of unitholders to nominate directors for election to the Board of Directors. As part of its consideration, the Board of Directors determined to solicit additional feedback from unitholders regarding the right to nominate directors for election to the Board of Directors and directed management to solicit such feedback from the Company’s unitholders.

On August 25, 2011, at a meeting of the Board of Directors, the Board of Directors discussed, among other things, the right of unitholders to nominate directors for election to the Board of Directors. Based upon the results of the June Special Meeting and the additional feedback received by management from unitholders on this issue, the Board of Directors determined to convene another special meeting to re-consider the nomination proposals and determined to recommend a vote FOR both Proposal 1 and Proposal 2.

On August 29, 2011, the Company issued a press release announcing its intention to call the Special Meeting to be held on October 27, 2011, and filed on a Form 8-Kpreliminary proxy statement with the Securities and Exchange Commission on May 5, 2010. Mr. Affeldt is qualifiedwith respect to serve onthe Special Meeting.

PROPOSAL 1 AND PROPOSAL 2 – THE PROPOSALS

Proposal 1

The following proposal will be voted upon at the Special Meeting:

To amend and restate Section 14 of the Regulations as follows:

“Section 14.Nominations and Election of Directors.

Nominations of persons for election as directors of Cedar Fair Management, Inc. may be made at a meeting of the Limited Partners by any nominating committee, any person appointed by the directorsor, if and to the extent expressly provided in the Partnership Agreement, any Limited Partner. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions of this Section 14, and if he should so determine, the defective nomination shall be disregarded. The directors will be elected by the vote of the Limited Partners as set forth in Section 11.” (emphasis added)

Proposal 2

The following proposal will be voted upon at the Special Meeting:

To amend the Partnership Agreement by the addition of a new subsection at the end of Section 6.2 thereof that would read as follows:

“(d) Nomination of Directors by Limited Partners at Annual Meetings

(i)Nominations. Any Limited Partner may nominate one or more persons for election or reelection to the Board at an annual meeting of Directors primarily asLimited Partners in accordance with this Section 6.2(d).

(ii)Eligibility of Limited Partner Nominations. The requirements set forth herein shall be the exclusive means for a result of his experience as president and CEOLimited Partner to make any nomination of a nationally recognized company that conducts business in the entertainment and leisure industry.

John M. Scott, III,age 45, has been president and chief executive officer of Rosewood Hotels & Resorts since 2003. Prior to joining Rosewood Hotels & Resorts, he was the managing director of acquisitions and asset managementperson or persons for Maritz, Wolff & Co., a private equity real estate fund. Mr. Scott began his career with the Interpacific Group where he held senior hotel management positions and in 1994 joined the Walt Disney Company as manager of business development and strategic planning for both Disney Development Company and Walt Disney Attractions groups. Mr. Scott is a member of the Audit Committee and has served as a Director since 2010. Mr. Scott was appointed as a Director pursuantelection to the agreement entered intoBoard. No person nominated by Cedar Fair with Q Funding III, L.P. and Q4 Funding, L.P. and filed on a Form 8-K with the Securities and Exchange Commission on May 5, 2010. Mr. Scott is qualified to serve on the Board of Directors primarily as a result of his experience as president and CEO of a nationally recognized company that conducts business in the hotel industry.

Class II Directors serving until 2012:

Michael D. Kwiatkowski, age 63, is a real estate agent and has also been a consultant in the food industry since 1996. Prior to that he served as chairman of PCS, which owned and operated a chain of 11 restaurants, from 1986 to 1996. He has more than 30 years of experience in amusement parks and branded restaurant operations. Mr. Kwiatkowski is a member of the Nominating and Corporate Governance Committee and the Audit Committee and chair of the Compensation Committee of CFMI and has been a Director since 2000. Mr. Kwiatkowski is qualified to serve on the Board of Directors primarily as a result of his experience as a consultant and chairman in the food industry, as well as his past experience within the amusement park industry.

Steven H. Tishman, age 54, has been a managing director at Rothschild, Inc., in New York, New York, since November 2002. He was a managing director of Robertson Stephens from November 1999 to November 2002, prior to which he was a senior managing director of Bear, Stearns & Co., Inc. Mr. Tishman

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previously was a director of Odimo, Inc. and Claire’s Stores, Inc., publicly traded companies. Mr. Tishman has been a Director since 2003. Mr. Tishman’s career as an executive of major financial service firms gives him valuable experience in complex strategic transactions, including financings and mergers and acquisitions. This experience is an important contribution to the knowledge base of the Board and qualifies Mr. TishmanLimited Partner shall be eligible to serve as a Director.

C. Thomas Harvie,age 67, isdirector of the General Partner unless nominated at an annual meeting of Limited Partners in accordance with the procedures set forth herein. Notwithstanding the foregoing, a retired senior vice president, general counselLimited Partner shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and secretarythe rules and regulations thereunder with respect to any such nominations;provided,however, that any references in this Agreement to the Securities Exchange Act of The Goodyear Tire & Rubber Company, where he had served from 1995 until his retirement in 2009. Prior1934 or the rules promulgated thereunder are not intended to that, Mr. Harvie was vice president and associate general counsel at TRW Inc., where he had served since 1976. Mr. Harvie, who has served as a Director since 2008, isshall not limit the requirements applicable to nominations pursuant to this Section 6.2(d). The Chairman of the Board, ChairmanGeneral Partner shall have the sole power to determine whether or not a nomination was made in accordance with the procedures set forth herein. Neither the Partnership nor the General Partner shall be required to recommend for election as a director or include in the Partnership’s proxy statement any person or persons nominated by a Limited Partner in accordance with the procedures set forth herein.

(iii)Timeliness of the Nominating and Corporate Governance Committee and a memberNotice.

(a) Nominations of the Compensation Committee. Mr. Harvie is qualified to serve on the Board of Directors because he brings extensive legal knowledge and expertisepersons for election to the Board dueat the Partnership’s annual meeting of Limited Partners may be made by any Limited Partner who is a Limited Partner of record at the time of giving of notice provided for herein, who shall be entitled to his experience counseling publicly traded global corporations. He also provides guidance on regulatory, corporate governance and compliance matters as well as experience in executive compensation matters.vote for the election of directors at the Partnership’s annual meeting of Limited Partners, who is a Limited Partner

BOARD MATTERS AND CORPORATE GOVERNANCE

Board of Directors

The Board met nineteen times in 2010. Committeesat the time of the Board met from timeapplicable annual meeting of Limited Partners and who complies with the notice procedures set forth herein. Such nominations by Limited Partners shall be made pursuant to time upon calltimely notice in writing to the secretary of the ChairmanPartnership. To be timely, a Limited Partner’s notice shall be delivered to or mailed and received at the principal executive offices of the Board or individual Committee Chairs. During 2010, each Director attended at least 75% of allPartnership not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the meetings of the Board and the committees on which he served, with the exception of John M. Scott III who attended only five of seven scheduled meetings due to commitments scheduled before he became a Director. All Directors then-serving attended lastpreceding year’s annual meeting. Directors are expected to attend all meetingsmeeting of Limited Partners;provided,however, that in the Board, meetingsevent that the date of the Committees on which they serve and the annual meeting.

Executive sessions of non-employee Directors are regularly scheduled and were held six times during 2010. Executive sessions are attended by non-employee Directors only, and the lead independent director, Mr. Kwiatkowski, presided at each meeting. Following the annual meeting is advanced more than thirty (30) days prior to such anniversary date or delayed more than sixty (60) days after such anniversary date then to be timely such notice must be received by the lead independent director position will be vacated, and Mr. Harvie, in his capacity as our independent ChairmanPartnership no later than the later of seventy (70) days prior to the date of the Board, will preside at executive sessions.meeting or the tenth (10th) day following the day on which public announcement of the date of the meeting was made. In no event shall any adjournment or postponement of an annual meeting of Limited Partners, or the public announcement thereof, commence a new time period for the giving of a Limited Partner’s notice as described above.

(b) In addition, at least one time per year an executive session of all independent, non-employee Directors is scheduled. Threeto be timely, a Limited Partner’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such meetings were held in 2010.

The Board has affirmatively determined that current Board members Darrel D. Anderson, Richard S. Ferreira, Michael D. Kwiatkowski, David L. Paradeau, C. Thomas Harvie, Eric L. Affeldt,notice shall be true and John M. Scott III meet the independence criteriacorrect as of the NYSE listing standards. The Board has also determined that Gina D. France, the nomineerecord date for election at the annual meeting satisfies the independence criteria of the NYSE. The Board has determined that Mr. Tishman is not independent because his firm, Rothschild, Inc., has served as an adviser to the Partnership in the pastLimited Partners and may do so again in the future. Mr.  Kinzel is also not independent because he is an executive officer of the Partnership.

Communication with the Board

Unitholders and interested parties may communicate directly with the Board by sending communications to the attention of Brenda Lakner, One Cedar Point Drive, Sandusky, Ohio 44870-5259. The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who will review the correspondence and take action accordingly.

We have a toll-free hot-line that is available to anyone, including unitholders, who wishes to bring a matter to the attention of the non-employee Directors. The telephone number of the hot-line is 800-650-0716. The Audit Committee of the Board of Directors is charged with reviewing information received and taking appropriate action as necessary.

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Board Leadership Structure and Risk Oversight

The Board is committed to strong leadership and effective corporate governance, including appropriate oversight of management. As part of our planning process for CEO succession and transition, as well as in response to our unitholders’ advisory vote on the leadership structure, we modified our Board leadership structure at the beginning of this year to separate the roles of the Chief Executive Officer and the Chairman.

We appointed Mr. Harvie to serve as our non-executive, independent Chairman. Mr. Harvie, who has served as an independent Director since 2008, also chairs the Nominating and Corporate Governance Committee and the Chief Executive Officer succession planning committee. Mr. Kinzel will continue to serve as a Director and as Chief Executive Officer through the end of his employment agreement. The Board believes the actions taken with respect to the leadership re-structuring in January 2011 will help ensure a smooth and seamless leadership transition for the Partnership. The appointment of the non-executive, independent Chairman will be reviewed and evaluated by the Board on a periodic basis.

The Board plays a direct role in monitoring and mitigating risks to the Partnership broadly and also administers its risk oversight role through its committee structure and the committees’ reports to the Board. The Board regularly reviews information regarding credit, liquidity and operational risk, and management identifies and prioritizes other material risks. The Audit Committee meets frequently during the year (five times in 2010) and discusses with management and the Partnership’s independent registered public accountant: (1) current business trends affecting the Partnership; (2) major risks facing the Partnership; (3) steps management has taken to monitor and control such risks; and (4) adequacy of internal controls that could significantly affect the Partnership’s financial statements. The Audit Committee also reviews the Partnership’s enterprise risk management process for identification of and response to major risks. The Audit Committee Chairperson provides the Board with regular reports concerning its risk oversight activities. In addition, the Compensation Committee annually assesses the Partnership’s compensation programs to ensure they do not encourage excessive risk taking by employees which could result in a material adverse impact on the Partnership. The Board of Directors is kept abreast of the Compensation Committee’s risk oversight and other activities via regular reports of the Committee Chairperson to the full Board.

Board Committees

The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each Committee is composed entirely of independent Directors, as that term is defined in the NYSE listing standards, and each member of the Audit Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each Committee’s charter, the Corporate Governance Guidelines and the Code of Conduct and Ethics are available on the Partnership’s website atwww.cedarfair.com and available in print to any unitholder upon request. Each Committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board.

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The members of the Board and the committees of the Board on which they serve as of the date of this proxy statement are identified below.

The Audit Committeethat is responsible for appointingten (10) days prior to such meeting or any adjournment or postponement thereof, and meeting with the Partnership’s independent registered public accounting firmsuch update and for assisting the Board in its oversight of the financial statement reporting, internal auditsupplement shall be delivered to or mailed and risk management functions. The Audit Committee met five times in 2010. The Board has determined that each Committee member is financially literate, and Richard S. Ferreira, the chair of the Committee, is the designated financial expert. The Audit Committee’s report is at page 41 of this proxy statement.

The Compensation Committee is responsible for reviewing the Partnership’s compensation and employee benefit policies and programs, and recommending related actions, as well as executive compensation decisions, to the Board of Directors. The Compensation Committee met one time in 2010. The Compensation Committee Report is at page 38 of this proxy statement. Compensation decisions for the chief executive officer are madereceived by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the performance of the Partnership. The Committee makes recommendations to the Board of Directors with respect to non-CEO compensation, incentive compensation plans and equity-based compensation based on discussions with and recommendations of the chief executive officer. On an annual basis, the chief executive officer reviews all of his direct reports, including the other named executive officers, and all of the regional vice presidents and park general managers. See “Compensation Discussion and Analysis—Determining Executive Compensation” for additional detail.

The Nominating and Corporate Governance Committee is responsible for recommending criteria for service as a director, identifying qualified Director nominees to enhance the Board, for recommending the fees paid to the Directors and Board Committee members for services in those capacities, and for playing a leadership role in shaping the governance of CFMI. The Committee considers diversity of experience and background when selecting candidates. The Committee believes candidates for the Board should have the ability to exercise objectivity and independence in making informed business decisions; the highest integrity; extensive knowledge, experience and judgment; loyalty to the interestssecretary of the Partnership and its unitholders; and a willingness to devoteat the extensive time necessary to fulfill a Director’s duties. Although CFMI does not have a formal policy on diversity in the selection of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, career and professional experience, independence, skills

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and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’s industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills and experiences, both personal and professional. The Committee conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. In 2010, the Nominating Committee met one time.

Due to Cedar Fair’s limited partnership structure, there is currently no procedure by which unitholders can nominate Directors. However, the Nominating and Corporate Governance Committee is willing to consider qualified nominees recommended by unitholders for membership on the Board. If a unitholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of Brenda Lakner, Corporate Secretary, One Cedar Point Drive, Sandusky, Ohio 44870-5259. The correspondence will be forwarded to the Chair of the Nominating and Governance Committee for consideration by the Committee for that year’s election of directors.

Compensation Committee Interlocks and Insider Participation

None of our Directors who served on the Compensation Committee during 2010 was a current or former officer or an employeeprincipal executive offices of the Partnership not later than five (5) days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight (8) days prior to the date for such meeting, any adjournment or hadpostponement thereof in the case of the update and supplement required to be made as of ten (10) days prior to the meeting or any relationship with usadjournment or postponement thereof.

(iv)Information Required in Notice. In order to be effective, a Limited Partner’s notice to the secretary of the Partnership shall set forth:

a. As to each person whom the Limited Partner proposes to nominate for election or reelection as a director:

PROPOSAL TWO. APPOINTMENT OF INDEPENDENT REGISTERED

b. As to appropriate questions.the Limited Partner giving the notice:

If our unitholders do not confirm our appointment

(v)Additional Information. The General Partner may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the General Partner or that could be material to a reasonable Limited Partner’s understanding of the independence, or lack thereof, of such nominee.

(vi)Definitions. “Limited Partner Associated Person” of any Limited Partner means (a) any person controlling, directly or indirectly, or acting in concert with, such Limited Partner, (b) any beneficial owner of limited partnership units of the Partnership owned of record or beneficially by such Limited Partner and (c) any person controlling, controlled by or under common control with such “Limited Partner Associated Person.”

Statement of the Board of Directors Regarding Proposal 1 and Proposal 2

Based on the results of the June Special Meeting, and based on additional feedback the Company has subsequently received from unitholders regarding the right to nominate directors for election to the Board of Directors, the Board understands that unitholders desire to have the right to nominate directors for election to the Board of Directors. Therefore, the Board has determined to convene the Special Meeting to re-consider the proposals and has determined to recommend a voteFORboth Proposal 1 and Proposal 2.

Given the governance structure of the General Partner and the Company, the Regulations must be amended in order to give unitholders the right to nominate directors for election to the Board of Directors. Therefore, two related proposals are being proposed that, if approved, would give unitholders the right to nominate directors for election to the Board of Directors. Specifically, if approved, (i) Proposal 1 will amend the Regulations to permit the Partnership Agreement to include a provision giving unitholders the right to nominate directors for election to the Board of Directors and (ii) Proposal 2 will amend our Partnership Agreement to establish certain procedures and information requirements pursuant to which unitholders can nominate directors for election to the Board of Directors.

Proposal 2, if approved, would establish in the Partnership Agreement certain procedures and information requirements pursuant to which unitholders can exercise the right to nominate directors for election to the Board of Directors. For example, Proposal 2 establishes a notice period prior to each annual meeting of unitholders during which a unitholder must inform the Company of his or her intent to nominate one or more directors for election to the Board of Directors and requires a unitholder who would like to nominate one or more directors for election to the Board of Directors to provide certain information about such unitholder and such nominee or nominees. These procedures and information requirements would require the unitholders to exercise the right to nominate directors for election to the Board of Directors in an orderly, organized and uniform manner. Specifically, these procedures and information requirements (i) allow our Board to determine that a unitholder-nominated director candidate is required for ratification.qualified to be elected, (ii) allow our Board to evaluate and make informed recommendations with respect to such candidate, (iii) ensure that the nominating person is actually a unitholder of the Company and (iv) ensure that unitholders are able to make a fully informed decision with respect to such candidate.

The Board of Directors recommends a vote FOR Proposal Two to confirm the Audit Committee’s appointment of Deloitte  & Touche LLP as our independent registered public accounting firm for 2011.

PROPOSAL THREE. ADVISORY VOTE ON EXECUTIVE COMPENSATION1 and Proposal 2

We are asking our unitholders to cast an advisory vote on the approval of the compensation of our named executive officers. We ask. Unitholders should note that you support the compensation of our named executive officers as discussed in the “Compensation Discussion and Analysis” section of and the executive compensation tables and related narratives included in this proxy statement. Although this vote is advisory and non-binding in nature, the Board and the Compensation Committee value the opinion of the unitholders andthey will take into consideration the voting results when designing and determining the compensation policies, philosophy and arrangements in the future. For further information regarding our compensation of the named executive officers, please refer the “Compensation Discussion and Analysis” section of and the executive compensation tables and related narratives included in this proxy statement.

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Cedar Fair has a long-standing tradition of delivering performance results for our unitholders, including successfully navigating through the economic downturn. We are well-positioned for sustained, profitable growth in the future and believe that our compensation program is structured to best support that continued growth and success. In making your decision, we ask that you consider the following highlights from 2010:

The Board of Directors recommends a vote FOR Proposal Three to approve the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis” section, the compensation tables and the related narratives in this proxy statement.

PROPOSAL FOUR. ADVISORY VOTE REGARDING FREQUENCY OF UNITHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION

We are asking our unitholders to cast an advisory vote on whether future advisory votes on executive compensation (of the nature described in Proposal Three above) should occur every year, every two years or every three years. The Board has determined that holding an annual advisory vote is in the best interest of Cedar Fair, and recommends that the unitholders vote for advisory votes on executive compensation to occur annually.

While our executive compensation programs are designed to promote a long-term connection between pay and performance, we recognize that holding an annual advisory vote on executive compensation provides the Board with direct feedback on our executive compensation practices. We are aware of the significant interest in executive compensation matters by our unitholders and recommend this annual advisory vote as a manner for unitholders to express their views on our executive compensation philosophy.

Although the vote is advisory and non-binding in nature, the Board and the Compensation Committee will take into consideration the voting results when determining how often an advisory vote on the compensation of our named executive officers should occur. You will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. You are not voting to approve or disapprove the Board’s recommendation regarding Proposal Four.

The Board of Directors recommends that you vote to conduct advisory votes on executive compensation EACH YEAR.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation philosophy and objectives, our methods for determining executive compensation, the elements of executive compensation and the reasons that we have elected to pay these particular elements of compensation. Throughout this proxy statement the individuals listed in the Summary Compensation Table on page 18 are referred to as the “named executive officers.”

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Summary

In 2010, we achieved all-time record attendance of 22.8 million visitors and a $61.5 million (7%) increase in consolidated net revenue over 2009 results. Our unit price increased 33% from December 31, 2009 to December 31, 2010, and our parks won multiple Golden Ticket awards fromAmusement Today. We also reinstated the quarterly cash distribution to unitholders after successfully refinancing our credit agreement. These results are outstanding when considered against the backdrop of the challenging economic environment in which they were accomplished. In line with our executive compensation program’s emphasis on pay for performance, compensation awarded to the named executive officers in 2010 reflected our successful results, including above-target payouts under our annual cash incentive program. In addition, the named executive officers each received grants of time-based phantom unit awards as compensation for their individual achievements, discussed throughout this section, and as a mechanism to encourage these important executives to continue their strong performance for us.

We are well-positioned for sustained, profitable growth, having successfully navigated a period of unprecedented economic distress. Attracting, retaining and grooming a deep and talented management team to lead our company in its pursuit of long-term growth and value creation is a strategic imperative. We promoted three of the named executive officers this year, as part of our ongoing succession planning process. These promotions were the result of these individuals’ past contributions to the Partnership and their capacity to make substantial positive contributions in the future, as well as a reflection of the respect they have earned during their tenure with us.

Compensation Philosophy and Objectives

Our compensation program is designed to incentivize our key employees to drive superior results, to give key employees a proprietary and vested interest in our growth and performance, and to enhance our ability to attract and retain exceptional managerial talent upon whom, in large measure, our sustained growth, progress and profitability depend. Our compensation structure rewards both successful individual performance and the consolidated operating results of the Partnership. Our compensation structure and unitholder-approved incentive plan allow us to provide a mix of compensation and give us the flexibility to evolve our compensation philosophy from year to year, as the market, our business or the industry requires.

The objectives of our compensation program are:

We believe that our compensation levels are effective at retaining our top executives. For example, the five named executive officers have an aggregate of more than 90 years of service with us. Each has held various positions and been elevated within the Partnership. We believe it is important to maintain our ability to recruit, reward and retain key personnel, and we reviewed our compensation levels, benefits and incentive opportunities in 2010 in consultation with Pearl Meyer & Partners so that we can maintain that ability.

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The Compensation Committee has reviewed our compensation programs and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. This risk assessment process included a review of the design and operation of our compensation programs, identifying and evaluating situations or compensation elements that may raise material risks, and an evaluation of the controls and processes we have in place to manage those risks.Because we mix different types of compensation, consider various factors in assessing performance and retain, at the Compensation Committee level, discretion in certain compensation matters, we believe that our compensation program provides an effective and appropriate mix of incentives to help ensure the Partnership’s performance is focused on long-term value creation and does not encourage our executives to take unreasonable risks with respect to our business.

Determining Executive Compensation

The Board, Compensation Committee and the chief executive officer work together to individualize compensation levels and elements for our executive officers. We combine the compensation elements discussed below in a manner that we believe will optimize the executive’s contribution to the Partnership. In general, we work within ranges of base salary commensurate with the executive’s scope of responsibilities and use our cash incentive and phantom unit award programs to challenge the executive to achieve superior annual and long-term results for the benefit of the Partnership and its unitholders. We recognize and consider many factors in assessing an individual’s value to the Partnership.

We challenge our named executive officers to achieve aggressive budget targets. We provide a potential compensation package that, if performance objectives are met, we believe will reward the executive officer fairly and encourage continued strong performance. Because a portion of this compensation is dependent on performance results, an executive’s actual total compensation could vary considerably if we have a year that exceeds or fails to meet expectations. We believe that this is a fair result and appropriately motivates our executives to achieve peak corporate performance over the long term. Those executive officers with expertise that is specific to our amusement park operations and industry will be compensated at levels that we believe are necessary to retain that expertise. Similarly, those executive officers who have a significant positive impact on our operations and performance will be compensated accordingly. The range of targeted compensation is position dependent and may reflect how difficult we believe it would be to replace that particular person.

From time to time, we have consulted nationally recognized independent consulting firms to review and analyze our compensation program, including the compensation levels, the compensation structure and the mix of long-term and short-term compensation for certain of our named executive officers, as compared to compensation of senior management of comparable companies. The Compensation Committee views this as appropriate to ensure it makes informed compensation decisions. The Committee engaged Pearl Meyer & Partners in 2010 to provide information on trends in compensation practices for nine executive-level positions, including the five named executive officer positions. Pearl Meyer did not have a direct role in recommending or determining the amount or form of compensation for our executives. Pearl Meyer compared our pay data (including base salary, target cash incentive and long-term incentive compensation, individually and in the aggregate) against current market data from published and private survey sources as well as 15 peer companies’ proxy statements and provided the analysis to the Compensation Committee. The 15 peer companies include: Boyd Gaming Corporation; Ameristar Casinos, Inc.; Madison Square Garden, Inc.; Pinnacle Entertainment, Inc.; Isle of Capri Casinos, Inc.; Six Flags Entertainment Corporation.; Life Time Fitness, Inc.; Gaylord Entertainment Co.; Vail Resorts, Inc.; CEC Entertainment, Inc.; International Speedway Corporation; Dreamworks Animation SKG, Inc.; Choice Hotels International, Inc.; Speedway Motorsports, Inc.; and Carmike Cinemas, Inc. The compensation study gave the Committee a general understanding of market practices and market compensation levels in the leisure, hospitality and entertainment industry, and provided a context for making compensation decisions. However, given the unique nature of our business and industry, the Committee believes that benchmarking the compensation of our named executive officers against that of our peer companies is only one of several tools in determining compensation.

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Although our Board makes the final compensation decisions for the named executive officers, the process of determining compensation is a collaborative process between the Board, Compensation Committee and the chief executive officer. Our chief executive officer dedicates time annually to review all of his direct reports, including the other named executive officers, as well as all of the park general managers. He reviews each individual against budget targets (for the named executive officers), operational targets (for park managers) and individual performance objectives established before the operating season begins (where applicable) and makes recommendations to the Compensation Committee or Board regarding the compensation of each individual. The Committee or Board then makes compensation determinations and has discretion to modify the chief executive officer’s recommendations to higher or lower levels when determined to be appropriate. Decisions regarding the chief executive officer’s compensation are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the Partnership’s performance.

Our Partnership budget and park budgets for the current fiscal year are approved by the Board in early March, prior to the beginning of the operating season. At that time, the Board also approves the target cash incentive award that can be earned by each named executive officer for the year. The target cash incentive award is stated as a percentage of base salary, is determined at the Compensation Committee’s or Board’s discretion upon the recommendation of the chief executive officer and correlates to the overall compensation plan for that individual. In past years, the Compensation Committee has also established performance targets for long-term incentive award grants at the March meeting. However, in March 2010, we were party to a merger agreement with affiliates of Apollo Global Management, and due to restrictions imposed by that agreement, we did not make performance-based incentive unit awards in March 2010. Rather, the Committee made time-based phantom unit grants in October 2010 to the named executive officers based on the Partnership’s performance during the operating season. For additional details, please see the “Cash Incentive Program” and “Long-Term Incentive Compensation” sections below.

The Board reviews compensation matters after the seasonal parks have closed for the season and the financial results for the season are available. The chief executive officer finalizes his evaluations of the other named executive officers, among others, and prepares recommendations with respect to cash incentive payouts and phantom unit awards for the current year, as well as salary adjustments for the coming year. The chief executive officer generally presents this report to the Compensation Committee and to the Board in October. Based on Partnership performance, park performance and individual performance, the Compensation Committee makes final recommendations with regard to cash incentive payouts, phantom unit awards and any salary adjustments, subject to Board approval.

Elements of 2010 Executive Compensation

Compensation Mix

In light of the objectives and philosophy set forth above, we determined that a mix of the following components of compensation for our named executive officers in 2010 was appropriate:

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We balance the total direct compensation for each executive among the above elements in a manner designed to achieve our overall compensation objectives. The table below sets forth for each executive the proportions of his total direct compensation for 2010 represented by certain of the compensation elements. We consider those elements other than retirement-related benefits and benefits generally available to our other employees to be part of “total direct compensation” for these purposes, and we view fixed compensation as comprised of salary and, if their value for 2010 exceeded $10,000, perquisites.

The direct compensation mix for Messrs. Kinzel and Crage, who make business decisions that directly impact our financial results and performance and who have responsibility for our company as a whole, is more heavily weighted towards variable compensation than fixed compensation. Although Messrs. Zimmerman and Bender are executive vice presidents of the Partnership, because their main responsibilities relate to supervising the management of five and six of our parks, respectively, we believe it is appropriate for more of their direct compensation to be in the form of fixed compensation (i.e., salary) and for less of their variable compensation to be in the form of long-term awards than the other executives. Mr. Decker’s job responsibilities are unique to our amusement park industry, and he plays a strategic role in our planning and design of the parks. His compensation is therefore more evenly balanced between fixed and direct compensation than the other named executive officers and, because of the long-term impact of his strategic contributions on the Partnership, his long-term variable compensation is more heavily weighted than that of Messrs. Zimmerman and Bender.