Global Diversified Futures Fund 10Q 2011 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number000-30455

GLOBAL DIVERSIFIED FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)


New York (State or other jurisdiction of incorporation or organization)		13-4015586 (I.R.S. Employer Identification No.)

c/o Ceres Managed Futures LLC
522 Fifth Avenue — 14th Floor
New York, New York 10036

(Address of principal executive offices) (Zip Code)

(212) 296-1999

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yesþ Noo

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noþ

As of October 31, 2011, 12,629.1551 Limited Partnership Redeemable Units were outstanding.

GLOBAL DIVERSIFIED FUTURES FUND L.P.

FORM 10-Q

INDEX


	Page
	Number
PART I — Financial Information:
Item 1. Financial Statements:
Statements of Financial Condition at September 30, 2011 (unaudited) and December 31, 2010		3
Schedules of Investments at September 30, 2011 (unaudited) and December 31, 2010		4-5
Statements of Income and Expenses and Changes in Partners’ Capital for the three and nine months ended September 30, 2011 and 2010 (unaudited)		6
Notes to Financial Statements (unaudited)		7-16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17-19
Item 3. Quantitative and Qualitative Disclosures about Market Risk		20-25
Item 4. Controls and Procedures		26
PART II — Other Information		27-30

Exhibits

Exhibit 31.1 Certification

Exhibit 31.2 Certification

Exhibit 32.1 Certification

Exhibit 32.2 Certification


101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Scema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I

Item 1. Financial Statements

Global Diversified Futures Fund L.P.

Statements of Financial Condition


	(Unaudited)
	September 30,		December 31,
	2011		2010
Assets:
Investment in Funds, at fair value	$	26,290,916	$	28,849,787
Equity in trading account:
Cash		52,672		49,062

Total assets	$	26,343,588	$	28,898,849

Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Brokerage fees	$	118,546	$	130,045
Management fees		34,869		40,378
Incentive fees		260,522		119,072
Other		60,166		63,261
Redemptions payable		176,033		110,030

Total liabilities		650,136		462,786

Partners’ Capital:
General Partner, 157.9234 unit equivalents outstanding at September 30, 2011 and December 31, 2010		311,896		317,576
Limited Partners, 12,851.5331 and 13,982.7114 Redeemable Units outstanding at September 30, 2011 and December 31, 2010, respectively		25,381,556		28,118,487

Total partners’ capital		25,693,452		28,436,063

Total liabilities and partners’ capital	$	26,343,588	$	28,898,849

Net asset value per unit	$	1,974.98	$	2,010.95

See accompanying notes to financial statements.

Global Diversified Futures Fund L.P.

Schedule of Investments

September 30, 2011
(Unaudited)


			% of Partners’
	Fair Value		Capital
Investment in Funds
CMF Aspect Master Fund L.P.	$	6,506,669		25.32	%
CMF Altis Partners Master Fund L.P.		4,880,777		19.00
Waypoint Master Fund L.P.		7,366,273		28.67
Blackwater Master Fund L.P.		7,537,197		29.34

Total investment in Funds, at fair value	$	26,290,916		102.33	%

See accompanying notes to financial statements.

Global Diversified Futures Fund L.P.
Schedule of Investments
December 31, 2010


			% of Partners’
	Fair Value		Capital
Investment in Funds
CMF Aspect Master Fund L.P.	$	6,105,359		21.47	%
CMF Altis Partners Master Fund L.P.		5,893,177		20.72
Waypoint Master Fund L.P.		7,080,876		24.90
Blackwater Master Fund L.P.		5,892,624		20.72
CMF Sasco Master Fund L.P.		3,877,751		13.64

Total investment in Funds, at fair value	$	28,849,787		101.45	%

See accompanying notes to financial statements.

Global Diversified Futures Fund L.P.
Statements of Income and Expenses and Changes in Partners’ Capital
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Investment income:
Interest income	$	0		$	0		$	0		$	240
Interest income from investment in Funds		756			7,348			7,084			17,531

Total investment income		756			7,348			7,084			17,771

Expenses:
Brokerage fees including clearing fees		363,395			392,227			1,151,968			1,190,713
Management fees		103,567			121,026			326,915			369,887
Incentive fees		260,521			(22,336	)		260,521			—
Other		41,680			56,901			143,803			149,257

Total expenses		769,163			547,818			1,883,207			1,709,857

Net investment income (loss)		(768,407	)		(540,470	)		(1,876,123	)		(1,692,086	)

Trading Results:
Net gains (losses) on trading of commodity interests and investment in Funds:
Net realized gains (losses) on closed contracts		0			0			0			(485,070	)
Net realized gains (losses) on investment in Funds		1,075,391			1,140,848			986,378			1,920,677
Change in net unrealized gains (losses) on open contracts		0			0			0			35,125
Change in net unrealized gains (losses) on investments in Funds		1,484,908			848,510			321,628			654,261

Total trading results		2,560,299			1,989,358			1,308,006			2,124,993

Net income (loss)		1,791,892			1,448,888			(568,117	)		432,907
Redemptions — Limited Partners		(748,796	)		(835,414	)		(2,174,494	)		(2,372,970	)
Redemptions — General Partner		0			0			0			(100,000	)

Net increase (decrease) in Partners’ Capital		1,043,096			613,474			(2,742,611	)		(2,040,063	)
Partners’ Capital, beginning of period		24,650,356			27,070,399			28,436,063			29,723,936

Partners’ Capital, end of period	$	25,693,452		$	27,683,873		$	25,693,452		$	27,683,873

Net asset value per unit (13,009.4565 and 14,364.6329 units outstanding at September 30, 2011 and 2010, respectively)	$	1,974.98		$	1,927.22		$	1,974.98		$	1,927.22

Net income (loss) per unit*	$	135.15		$	99.25		$	(35.97	)	$	33.76

Weighted average units outstanding		13,266.3129			14,669.6981			13,674.0045			15,097.5241


*		Based on change in net asset value per unit.

See accompanying notes to financial statements.

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

1. General:

Global Diversified Futures Fund L.P. (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on June 15, 1998 to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests, including futures contracts, options, swaps and forward contracts on United States exchanges and certain foreign exchanges. The sectors traded include currencies, energy, lumber, grains, indices, metals, softs, livestock and U.S. and non-U.S. interest rates. The commodity interests that are traded by the Partnership, through it investments in the Funds (as defined in note 5 “Investment in Funds”) are volatile and involve a high degree of market risk. The Partnership commenced trading on February 2, 1999.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”). Morgan Stanley, indirectly through various subsidiaries, owns a majority equity interest in MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker for the Partnership, owns a minority equity interest in MSSB Holdings. Citigroup Inc. (“Citigroup”), indirectly through various subsidiaries, wholly owns CGM. Prior to July 31, 2009, the date as of which MSSB Holdings became its owner, the General Partner was wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup.

As of September 30, 2011, all trading decisions are made for the Partnership by Aspect Capital Limited (“Aspect”), Altis Partners (Jersey) Limited (“Altis”), Waypoint Capital Management LLC (“Waypoint”), and Blackwater Capital Management LLC (“Blackwater”) (each an Advisor and collectively, the “Advisors”), each of which is a registered commodity trading advisor. Sasco Energy Partners LLC (“Sasco”) was terminated as an Advisor to the Partnership on May 31, 2011. Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each Advisor indirectly through investments in the Funds.

The General Partner and each limited partner of the Partnership (each, a Limited Partner) share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of its capital contribution and profits, if any, net of distributions.

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at September 30, 2011 and December 31, 2010 and the results of its operations and changes in partners’ capital for the three and nine months ended September 30, 2011 and 2010. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2010.

The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosure of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

2. Financial Highlights:

Changes in the net asset value per unit for the three and nine months ended September 30, 2011 and 2010 were as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net realized and unrealized gains (losses) *	$	165.85		$	109.37		$	17.52		$	66.96
Interest income		0.05			0.51			0.51			1.19
Expenses **		(30.75	)		(10.63	)		(54.00	)		(34.39	)

Increase (decrease) for the period		135.15			99.25			(35.97	)		33.76
Net asset value per unit, beginning of period		1,839.83			1,827.97			2,010.95			1,893.46

Net asset value per unit, end of period	$	1,974.98		$	1,927.22		$	1,974.98		$	1,927.22


*		Includes brokerage fees and clearing fees.

**		Excludes brokerage fees and clearing fees.


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
		2011		2010			2011		2010
Ratios to average net assets:***
Net investment income (loss) before incentive fees****		(8.0	)%	(8.2	)%		(8.2	)%	(8.1	)%


Operating expenses		8.0	%	8.3	%		8.2	%	8.2	%
Incentive fees		1.0	%	(0.1	)%		1.0	%	—	%

Total expenses		9.0	%	8.2	%		9.2	%	8.2	%


Total return:
Total return before incentive fees		8.4	%	5.4	%		(0.8	)%	1.8	%
Incentive fees		(1.0	)%	—	%		(1.0	)%	—	%

Total return after incentive fees		7.4	%	5.4	%		(1.8	)%	1.8	%


***		Annualized (other than incentive fees).

****		Interest income less total expenses (exclusive of incentive fees).

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.

3. Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The Partnership’s investments are in other funds which trade these instruments. The Partnership’s trading activities are resulting from its investment in other funds as shown in the Statements of Income and Expenses and Changes in Partners’ Capital.

The customer agreements between the Partnership/Funds and CGM give the Partnership/Funds the legal right to net unrealized gains and losses on open futures exchange-cleared swaps and forward contracts. The Partnership/Funds net, for financial reporting purposes, the unrealized gains and losses on open futures exchange-cleared swaps, exchange-cleared swaps and forward contracts on the Statements of Financial Condition.

All of the commodity interests owned by the Funds are held for trading purposes.

Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance and redemptions.

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

4. Fair Value Measurements:

Partnership’s and the Funds’ Investments.All commodity interests (including derivative financial instruments and derivative commodity instruments), through its investments in other funds, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Funds’ Statements of Financial Condition. Net realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.

Partnership’s and the Funds’ Fair Value Measurements.Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. Management has concluded that based on available information in the marketplace, the Funds’ Level 1 assets and liabilities are actively traded.

GAAP requires the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. Management has concluded that based on available information in the marketplace, there has not been a significant decrease in the volume and level of activity in the Partnership’s and the Funds’ Level 2 assets.

The Partnership and the Funds will separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and make disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy as required under GAAP.

The Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards and certain options contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended September 30, 2011 and December 31, 2010, the Funds did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).


			Quoted Prices in
			Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable
	September 30, 2011		Assets (Level 1)		(Level 2)		Inputs (Level 3)
Assets
Investment in Funds	$	26,290,916	$	—	$	26,290,916	$	—

Net fair value	$	26,290,916		—	$	26,290,916		—


			Quoted Prices in
			Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable
	December 31, 2010		Assets (Level 1)		(Level 2)		Inputs (Level 3)
Assets
Investment in Funds	$	28,849,787	$	—	$	28,849,787	$	—

Net fair value	$	28,849,787		—	$	28,849,787		—

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

5. Investment in Funds:

On January 1, 2005, the assets allocated to Campbell for trading were invested in CMF Campbell Master Fund L.P. (“Campbell Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 17,534.8936 units of Campbell Master with cash equal to $17,341,826 and a contribution of open commodity futures and forward contracts with a fair value of $193,067. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using Campbell’s Financials, Metals and Energy (“FME”) Large Portfolio, Campbell’s proprietary, systematic trading system, to invest together in one trading vehicle. On November 30, 2010, the Partnership fully redeemed its investment in Campbell Master for cash equal to $3,548,386.

On March 1, 2005, the assets allocated to Aspect for trading were invested in CMF Aspect Master Fund L.P. (“Aspect Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 16,015.3206 units of Aspect Master with cash equal to $14,955,106 and a contribution of open commodity futures and forward contracts with a fair value of $1,060,214. Aspect Master was formed in order to permit commodity pools managed now or in the future by Aspect using Aspect’s Diversified Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership, are permitted to be limited partners of Aspect Master. The General Partner and Aspect believe that trading through this structure should promote efficiency and economy in the trading process.

On November 1, 2005, the assets allocated to Altis for trading were invested in CMF Altis Partners Master Fund L.P. (“Altis Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 13,013.6283 units of the Altis Master with cash equal to $11,227,843 and a contribution of open commodity futures and forwards contracts with a fair value of $1,785,785. Altis Master was formed to permit commodity pools managed now and in the future by Altis using Altis’s Global Futures Portfolio Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Altis Master. Individual and pooled accounts currently managed by Altis, including the Partnership, are permitted to be limited partners of Altis Master. The General Partner and Altis believe that trading through this structure should promote efficiency and economy in the trading process.

On March 1, 2010, the assets allocated to Waypoint for trading were invested in Waypoint Master Fund L.P. (“Waypoint Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 4,959.4220 units of Waypoint Master with cash equal to $4,959,422. Waypoint Master was formed in order to permit commodity pools managed now or in the future by Waypoint using its Diversified Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Waypoint Master. Individual and pooled accounts currently managed by Waypoint, including the Partnership, are permitted to be limited partners of Waypoint Master. The General Partner and Waypoint believe that trading through this structure should promote efficiency and economy in the trading process.

On November 1, 2010, the assets allocated to Blackwater for trading were invested in Blackwater Master Fund L.P. (“Blackwater Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 5,000.0000 units of Blackwater Master with cash equal to $5,000,000. Blackwater Master was formed in order to permit commodity pools managed now or in the future by Blackwater using its Global Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Blackwater Master. Individual and pooled accounts currently managed by Blackwater, including the Partnership, are permitted to be limited partners of Blackwater Master. The General Partner and Blackwater believe that trading through this structure should promote efficiency and economy in the trading process.

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

On December 1, 2010, the assets allocated to Sasco for trading were invested in CMF Sasco Master Fund L.P. (“Sasco Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 3,064.6736 units of Sasco Master with cash equal to $4,000,000. Sasco Master was formed in order to permit commodity pools managed now or in the future by Sasco using its Energy Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. On May 31, 2011 the Partnership fully redeemed its investment in Sasco Master for cash equal to $ 3,583,752.

The General Partner is not aware of any material changes to the trading programs discussed above during the fiscal quarter ended September 30, 2011.

Aspect Master’s, Altis Master’s, Waypoint Master’s and Blackwater Master’s (collectively, the “Funds”), trading of futures, forwards, swaps and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained by CGM.

A limited partner may withdraw all or part of their capital contribution and undistributed profits, if any, from the Funds in multiples of the net asset value per unit as of the end of any day (the “Redemption Date”) after a request for redemption has been made to the General Partner at least three days in advance of the Redemption Date. The units are classified as a liability when the limited partner elects to redeem, and informs the Funds.

Management and incentive fees are charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees (collectively the “clearing fees”) are borne by the Partnership through its investment in the Funds. All other fees, including CGM’s direct brokerage fees are charged at the Partnership level.

At September 30, 2011, the Partnership owned approximately 3.9%, 3.3%, 16.6% and 17.9% of Aspect Master, Altis Master, Waypoint Master and Blackwater Master, respectively. At December 31, 2010, the Partnership owned approximately 3.9%, 9.2%, 17.2%, 22.7% and 4.7% of Aspect Master, Altis Master, Waypoint Master, Blackwater Master and Sasco Master, respectively. It is the intention of the Partnership to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to the investors as a result of the investment in the Funds are approximately the same and redemption rights are not affected.

Summarized information reflecting the total assets, liabilities and capital of the Funds is shown in the following tables.


	September 30, 2011
			Total		Total
	Total Assets		Liabilities		Capital
Aspect Master	$	166,609,631	$	28,543	$	166,581,088
Altis Master		146,295,236		46,900		146,248,336
Waypoint Master		44,350,960		55,254		44,295,706
Blackwater Master		42,197,675		21,853		42,175,822

Total	$	399,453,502	$	152,550	$	399,300,952


	December 31, 2010
			Total		Total
	Total Assets		Liabilities		Capital
Aspect Master	$	157,910,582	$	46,523	$	157,864,059
Altis Master		64,276,767		591,256		63,685,511
Waypoint Master		41,306,976		59,330		41,247,646
Blackwater Master		25,966,821		28,810		25,938,011
Sasco Master		81,882,294		198,664		81,683,630

Total	$	371,343,440	$	924,583	$	370,418,857

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

Summarized information reflecting the net investment income (loss), total trading results and net income (loss) for the Funds is shown in the following tables.


	For the three months ended September 30, 2011
	Net Investment			Total Trading			Net Income
	Income (Loss)			Results			(Loss)
Aspect Master	$	(41,821	)	$	17,484,618		$	17,442,797
Altis Master		(70,204	)		(5,750,190	)		(5,820,394	)
Waypoint Master		(42,646	)		5,476,730			5,434,084
Blackwater Master		(22,526	)		6,416,576			6,394,050

Total	$	(177,197	)	$	23,627,734		$	23,450,537


	For the nine months ended September 30, 2011
	Net Investment			Total Trading			Net Income
	Income (Loss)			Results			(Loss)
Aspect Master	$	(120,427	)	$	15,053,518		$	14,933,091
Altis Master		(210,088	)		(25,206,754	)		(25,416,842	)
Waypoint Master		(156,111	)		4,716,133			4,560,022
Blackwater Master		(70,260	)		6,933,479			6,863,219
Sasco Master		(707,823	)		1,199,725			491,902

Total	$	(1,264,709	)	$	2,696,101		$	1,431,392


	For the three months ended September 30, 2010
	Net Investment			Total Trading			Net Income
	Income (Loss)			Results			(Loss)
Campbell Master	$	(35,500	)	$	3,902,957		$	3,867,457
Aspect Master		(14,082	)		11,582,903			11,568,821
Altis Master		(50,392	)		8,547,098			8,496,706
Waypoint Master		(38,593	)		(909,222	)		(947,815	)

Total	$	(138,567	)	$	23,123,736		$	22,985,169


	For the nine months ended September 30, 2010
	Net Investment			Total Trading			Net Income
	Income (Loss)			Results			(Loss)
Campbell Master	$	(123,237	)	$	2,788,159		$	2,664,922
Aspect Master		(128,026	)		19,462,775			19,334,749
Altis Master		(169,655	)		4,445,084			4,275,429
Waypoint Master		(97,782	)		5,008,311			4,910,529

Total	$	(518,700	)	$	31,704,329		$	31,185,629

Summarized information reflecting the Partnership’s investment in, and the operations of the Funds is shown in the following tables.


	September 30, 2011					For the three months ended September 30, 2011
	% of												Net
	Partnership’s			Fair		Income			Expenses				Income			Investment	Redemptions
Funds	Net Assets			Value		(Loss)			Brokerage Fees		Other		(Loss)			Objective	Permitted	��
Aspect Master		25.32	%	$	6,506,669	$	687,489		$	1,459	$	371	$	685,659		Commodity Portfolio	Monthly
Altis Master		19.00	%		4,880,777		(216,316	)		2,083		836		(219,235	)	Commodity Portfolio	Monthly
Waypoint Master		28.67	%		7,366,273		926,928			5,430		2,339		919,159		Commodity Portfolio	Monthly
Blackwater Master		29.34	%		7,537,197		1,162,954			3,525		848		1,158,581		Commodity Portfolio	Monthly

Total				$	26,290,916	$	2,561,055		$	12,497	$	4,394	$	2,544,164

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)


	September 30, 2011					For the nine months ended September 30, 2011
	% of												Net
	Partnership’s			Fair		Income			Expenses				Income			Investment	Redemptions
Funds	Net Assets			Value		(Loss)			Brokerage Fees		Other		(Loss)			Objective	Permitted
Aspect Master		25.32	%	$	6,506,669	$	586,372		$	4,283	$	1,672	$	580,417		Commodity Portfolio	Monthly
Altis Master		19.00	%		4,880,777		(1,463,729	)		10,880		3,643		(1,478,252	)	Commodity Portfolio	Monthly
Waypoint Master		28.67	%		7,366,273		793,586			20,340		8,714		764,532		Commodity Portfolio	Monthly
Blackwater Master		29.34	%		7,537,197		1,291,070			10,220		5,391		1,275,459		Commodity Portfolio	Monthly
Sasco Master		—			—		107,791			24,669		4,617		78,505		Energy Portfolio	Monthly

Total				$	26,290,916	$	1,315,090		$	70,392	$	24,037	$	1,220,661


	December 31, 2010					For the three months ended September 30, 2010
	% of												Net
	Partnership’s			Fair		Income			Expenses				Income			Investment	Redemptions
Funds	Net Assets			Value		(Loss)			Brokerage Fees		Other		(Loss)			Objective	Permitted
Campbell Master		—	%	$	—	$	320,152		$	2,541	$	1,119	$	316,492		FME Portfolio	Monthly
Aspect Master		21.47	%		6,105,359		666,552			2,607		716		663,229		Commodity Portfolio	Monthly
Altis Master		20.72	%		5,893,177		1,137,981			6,810		2,904		1,128,267		Commodity Portfolio	Monthly
Waypoint Master		24.90	%		7,080,876		(127,979	)		4,450		2,462		(134,891	)	Commodity Portfolio	Monthly
Blackwater Master(a)		20.72	%		5,892,624		—			—		—		—		Commodity Portfolio	Monthly
Sasco Master(b)		13.64	%		3,877,751		—			—		—		—		Energy Portfolio	Monthly

Total				$	28,849,787	$	1,996,706		$	16,408	$	7,201	$	1,973,097


	December 31, 2010					For the nine months ended September 30, 2010
	% of												Net
	Partnership’s			Fair		Income			Expenses				Income			Investment	Redemptions
Funds	Net Assets			Value		(Loss)			Brokerage Fees		Other		(Loss)			Objective	Permitted
Campbell Master		—	%	$	—	$	246,320		$	6,895	$	4,910	$	234,515		FME Portfolio	Monthly
Aspect Master		21.47	%		6,105,359		1,105,408			8,544		4,525		1,092,339		Commodity Portfolio	Monthly
Altis Master		20.72	%		5,893,177		586,170			16,807		12,879		556,484		Commodity Portfolio	Monthly
Waypoint Master		24.90	%		7,080,876		654,571			11,003		5,683		637,885		Commodity Portfolio	Monthly
Blackwater Master(a)		20.72	%		5,892,624		—			—		—		—		Commodity Portfolio	Monthly
Sasco Master(b)		13.64	%		3,877,751		—			—		—		—		Energy Portfolio	Monthly

Total				$	28,849,787	$	2,592,469		$	43,249	$	27,997	$	2,521,223


(a)		Commenced trading on November 1, 2010.

(b)		Commenced trading on December 1, 2010.

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

6. Financial Instrument Risks:

In the normal course of business, the Partnership, through its investments in the Funds, is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options, and swaps whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange-traded instruments are standardized and include futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and include certain forwards, swaps, and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.

The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

Market risk is the potential for changes in the value of the financial instruments traded by the Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Funds are exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s/Funds’ risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk as CGM or a CGM affiliate is the sole counterparty or broker with respect to the Funds’ assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through CGM, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.

As both a buyer and seller of options, the Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Funds to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Funds do not consider these contracts to be guarantees.

The General Partner monitors and attempts to control the Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Funds may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of the inception date. However, due to the nature of the Funds’ business, these instruments may not be held to maturity.

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

7. Critical Accounting Policies:

Use of Estimates.The preparation of financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates.

Partnership’s and the Funds’ Investments.All commodity interests (including derivative financial instruments and derivative commodity instruments), through its investments in other funds, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account on the Statements of Financial Condition. Net realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Fund’s Statements of Income and Expenses and Changes in Partners’ Capital.

The Partnership and the Funds will separately present purchases, sales, issuances and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis), and make disclosures regarding the level of disaggregation and the inputs and valuation techniques used to measure fair value for measurements that fall within either Level 2 or Level 3 of the fair value hierarchy as required by GAAP.

The Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non-exchange-traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets from observable inputs (Level 2). Investments in funds (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in the Funds reflects its proportional interest in the Funds. As of and for the periods ended September 30, 2011 and December 31, 2010, the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

Futures Contracts. The Funds trade futures contracts and exchange-cleared swaps. Exchange-cleared swaps are traded as futures. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and changes in net unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

Forward Foreign Currency Contracts.Forward foreign currency contracts are those contracts where the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Forward foreign currency contracts are valued daily, and the Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Net realized gains (losses) and changes in net unrealized gains (losses) on forward foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

Global Diversified Futures Fund L.P.
Notes to Financial Statements
September 30, 2011
(Unaudited)

The Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net income (loss) on investments in the Statements of Income and Expenses and Changes in Partners’ Capital.

London Metals Exchange Forward Contracts.Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Funds are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and changes in net unrealized gains (losses) on metal contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

Options.The Funds may purchase and write (sell) both exchange listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Funds write an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Funds purchase an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Net realized gains (losses) and changes in net unrealized gains (losses) on options contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

Income Taxes.Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.

GAAP provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements and requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that no provision for income tax is required in the Partnership’s financial statements.

The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. Generally, the 2008 through 2010 tax years remain subject to examination by U.S. federal and most state tax authorities. Management does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Subsequent Events.The General Partner of the Partnership evaluates events that occur after the balance sheet date but before financial statements are filed. The General Partner has assessed the subsequent events through the date of filing and has determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements.

Recent Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards” (“IFRS”). The amendments within this ASU change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to eliminate unnecessary wording differences between U.S. GAAP and IFRS. However, some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements and other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The ASU is effective for annual and interim periods beginning after December 15, 2011 for public entities. This new guidance is not expected to have a material impact on the Partnership’s financial statements.

In October 2011, FASB issued a proposed ASU intended to improve and converge financial reporting by setting forth consistent criteria for determining whether an entity is an investment company. Under longstanding U.S. GAAP, investment companies carry all of their investments at fair value, even if they hold a controlling interest in another company. The primary changes being proposed by the FASB relate to which entities would be considered investment companies as well as certain disclosure and presentation requirements. In addition to the changes to the criteria for determining whether an entity is an investment company, the FASB also proposes that an investment company consolidate another investment company if it holds a controlling financial interest in the entity. The Partnership is currently evaluating the impact that this proposed update would have on the financial statements.

Net Income (loss) per unit. Net income (loss) per unit is calculated in accordance with investment company guidance. See Note 2, “Financial Highlights”.

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

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. The Partnership’s assets are its investment in the Funds and cash. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investments in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred during the third quarter of 2011.

The Partnership’s capital consists of the capital contributions of the partners, as increased or decreased by net realized and/or unrealized gains or losses on trading and by expenses, interest income and redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2011, Partnership capital decreased 9.6% from $28,436,063 to $25,693,452. This decrease was attributable to the net loss from operations of $568,117, coupled with the redemptions of 1,131.1783 Redeemable Units totaling $2,174,494. Future redemptions could impact the amount of funds available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Management believes that the estimates utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s /Funds’ significant accounting policies are described in detail in Note 7 of the Financial Statements.

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of net realized gains (losses) and change in net unrealized gains (losses) in the Statements of Income and Expenses and Changes in Partners’ Capital.

Results of Operations

During the Partnership’s third quarter of 2011, the net asset value per unit increased 7.4% from $1,839.83 to $1,974.98 as compared to an increase of 5.4% in the third quarter of 2010. The Partnership experienced a net trading gain, before brokerage fees and related fees in the third quarter of 2011 of $2,560,299. Gains were primarily attributable to the Funds’ trading of commodity futures in currencies, metals, indices, U.S. and non-U.S. interest rates and were partially offset by losses in grains, livestock, energy and softs. The Partnership experienced a net trading gain, before brokerage fees and related fees in the third quarter of 2010 of $1,989,358. Gains were primarily attributable to the Partnership/Funds’ trading in currencies, grains, U.S. and non-U.S. interest rates, metals, and softs, and were partially offset by losses in energy, livestock and indices.

The most significant gains were experienced within the global interest rate sector due to long positions in U.S., European, and Australian fixed income futures as prices advanced higher throughout the majority of the quarter due to concern about the European sovereign debt crisis and a faltering global economy. Within the metals complex, gains were recorded primarily during July and August from long positions in gold futures after prices reached a record high as escalating concern that the global economy is slowing boosted demand for the precious metal. Within the global stock index sector, gains were recorded primarily during August from short positions in European equity index futures as prices declined amid Standard & Poor’s downgrade of the United States’ sovereign credit rating, worse-than-expected economic reports, and concern about the European sovereign debt crisis. Within the currency sector, gains were recorded primarily during July from long positions in the Japanese yen and Swiss franc versus the U.S. dollar as the value of these currencies rose against the U.S. dollar due to increased demand for the “safe-haven” currencies amid investor concern about a weakening global economy. A portion of the Partnership’s gains for the quarter was offset by losses incurred within the agricultural sector, primarily during July, from long positions in soybean futures as prices declined on speculation that Europe’s sovereign debt crisis may hinder the global economy, reducing demand for the grain. Further losses were recorded within this sector during September from long positions in coffee futures as prices fell amid stable stockpiles before harvesting begins in Central America and Colombia Within the energy sector, losses were incurred primarily during July from long positions in crude oil and its related products at the beginning of the month as crude oil futures prices fell on concern energy demand may falter amid slowing economic growth in the U.S. and a deepening debt crisis in Europe.

During the Partnership’s nine months ended September 30, 2011, the net asset value per Unit decreased 1.8% from $2,010.95 to $1,974.98 as compared to an increase of 1.8% during the nine months ended September 30, 2010. The Partnership experienced a net trading gain, before brokerage fees and related fees during the nine months ended September 30, 2011 of $1,308,006. Gains were primarily attributable to the Funds’ trading of commodity futures in U.S. and non-U.S. interest rates, and currencies and were partially offset by losses in grains, energy, livestock, indices, metals and softs. The Partnership experienced a net trading gain, before brokerage fees and related fees during the nine months ended September 30, 2010 of $2,124,993. Gains were primarily attributable to the Partnership/Funds’ trading in currencies, U.S. and non-U.S. interest rates, and were partially offset by losses in energy, grains, livestock, metals, softs and indices.

The most significant losses were incurred in the global stock index sector, primarily during June, from long positions in U.S., Pacific Rim, and European equity index futures as prices declined after worse-than-expected economic reports and mounting worries over the European debt crisis. Within the agricultural complex, losses were incurred primarily during July from long positions in soybean futures as prices declined on speculation that Europe’s sovereign debt crisis may hinder the global economy, reducing demand for the grains. Further losses were recorded within this sector during March due to long positions in cocoa futures as prices fell on signs the political turmoil in the Ivory Coast, the world’s largest cocoa producing country, may be easing. Within the energy complex, losses were incurred primarily during August from long positions in crude oil and its related products at the beginning of the month as prices fell on concern energy demand may falter amid slowing economic growth in the U.S. and a deepening debt crisis in Europe. Losses were also experienced within the metals markets, primarily during March, from long positions in copper futures as prices moved lower amid concern that rising energy costs would possibly slow the global economy and reduce demand for base metals. Further losses were incurred within the metals sector, primarily during May, due to long positions in silver futures as prices fell sharply from a 31-year high. A portion of the Partnership’s losses during the first nine months of the year was offset by gains achieved within the global interest rate sector from long positions in U.S., European, and Australian fixed income futures as prices advanced higher throughout the majority of the third quarter due to concern about the European sovereign debt crisis and a faltering global economy. Within the currency sector, gains were experienced during April from long positions in the Swiss franc, Brazilian real, Indonesian rupiah, and Australian dollar versus the U.S. dollar as the value of these currencies rose against the U.S. dollar after better-than-expected corporate earnings reports and signs of global growth spurred demand for higher-yielding currencies.

Commodity futures markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Funds expect to increase capital through operations.

Interest income on 80% of the Partnership’s allocable portion of the average daily equity maintained in cash in each of the Funds accounts was earned at the monthly average 30- day U.S. Treasury bill rate determined weekly by CGM based on the average noncompetitive yield on 3-month U.S. Treasury bills maturing in 30 days. Interest income for the three and nine months ended September 30, 2011 decreased by $6,592 and $10,687, respectively, as compared to the corresponding periods in 2010. The decrease in interest income is due to lower U.S. Treasury bill rates during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership/Funds depends on the average daily equity in the Partnership’s/Funds’ account and upon interest rates over which neither the Partnership/Funds nor CGM has control.

Brokerage fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Brokerage fees and related fees for the three and nine months ended September 30, 2011 decreased by $28,832 and $38,745, respectively, as compared to the corresponding periods in 2010. The decrease in brokerage fees and related fees is due to lower average net assets during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance and redemptions. Management fees for the three and nine months ended September 30, 2011 decreased by $17,459 and $42,972, respectively, as compared to the corresponding periods in 2010. The decrease in management fees is due to lower average net assets during the three and nine months ended September 30, 2011, as compared to the corresponding periods in 2010.

Incentive fees are based on the new trading profits generated by each Advisor as defined in the management agreements between the Partnership, the General Partner and each Advisor and are payable annually. Trading performance for the three and nine months ended September 30, 2011 resulted in incentive fees of $260,521. Trading performance for the three months ended September 30, 2010 resulted in an incentive fee accrual reversal of $22,336. There was no incentive fee for the nine months ended September 30, 2010.

In allocating the assets of the Partnership among Advisors, the General Partner considers past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

All of the Partnership’s assets are subject to the risk of trading loss through its investments in the Funds and are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and substantially all of the Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Funds’ main lines of business.

The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership’s assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

Market movements result in frequent changes in the fair value of the Funds’ open contracts and, consequently in their earnings and cash balances. The Funds’ market risks are influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects of the Funds’ open contracts and the liquidity of the market in which they trade.

The Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Funds’ past performances are not necessarily indicative of their future results.

“Value at Risk” is a measure of the maximum amount which the Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Funds’ speculative trading and the recurrence in the markets traded by the Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Funds’ experiences to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Funds’ losses in any market sector will be limited to Value at Risk or by the Funds’ attempts to manage their market risks.

Exchange maintenance margin requirements have been used by the Funds as the measure of their Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The Partnership’s Advisors currently trade the Partnership’s assets indirectly in master fund managed accounts, over which they have been granted limited authority to make trading decisions. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership indirectly, through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by each Fund, separately.

The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2011 and December 31, 2010. As of September 30, 2011, the Partnership’s total capitalization was $25,693,452.

September 30, 2011


			% of Total
Market Sector	Value at Risk		Capitalization
Currencies	$	1,278,106		4.97	%
Energy		238,402		0.93	%
Grains		94,643		0.37	%
Interest Rates U.S.		129,516		0.50	%
Interest Rates Non-U.S.		366,996		1.43	%
Livestock		3,297		0.01	%
Lumber		1,160		0.00	%*
Metals		225,254		0.88	%
Softs		52,645		0.21	%
Indices		273,990		1.07	%

Total	$	2,664,009		10.37	%


*		Due to rounding.

As of December 31, 2010, the Partnership’s total capitalization was $28,436,063.

December 31, 2010


			% of Total
Market Sector	Value at Risk		Capitalization
Currencies	$	1,073,671		3.78	%
Energy		687,716		2.42	%
Grains		92,399		0.32	%
Indices		548,609		1.93	%
Interest Rates U.S.		34,492		0.12	%
Interest Rates Non-U.S.		213,543		0.75	%
Livestock		39,333		0.14	%
Lumber		478		0.00	%*
Metals		237,979		0.84	%
Softs		102,064		0.36	%

Total	$	3,030,284		10.66	%


*		Due to rounding.

The following tables indicate the trading Value at Risk associated with the Partnership’s investments in the Funds by market category as of September 30, 2011 and December 31, 2010, and the highest, lowest and average values during the three months ended September 30, 2011 and during the twelve months ended December 31, 2010. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010.

As of September 30, 2011, Aspect Master’s total capitalization was $166,581,088. The Partnership owned approximately 3.9% of Aspect Master. As of September 30, 2011, Aspect Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) was as follows:

September 30, 2011


						Three months ended September 30, 2011
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	1,923,722		1.15	%	$	6,495,071	$	1,688,702	$	3,757,153
Energy		1,322,164		0.79	%		1,585,649		854,247		1,265,335
Grains		186,028		0.11	%		381,852		102,816		260,787
Indices		1,495,277		0.90	%		2,364,697		1,057,013		1,791,850
Interest Rates U.S.		1,210,150		0.73	%		1,578,350		1,110,450		1,318,467
Interest Rates Non-U.S.		6,392,512		3.84	%		6,730,979		4,456,158		5,791,254
Livestock		28,650		0.02	%		59,405		5,450		29,269
Lumber		7,500		0.00	%**		9,000		7,500		8,000
Metals		796,772		0.48	%		1,706,378		649,748		1,152,407
Softs		371,073		0.22	%		484,983		343,249		372,271

Total	$	13,733,848		8.24	%


*		Average of month-end Values at Risk.
**		Due to rounding.

As of December 31, 2010, Aspect Master’s total capitalization was $157,864,059. The Partnership owned approximately 3.9% of Aspect Master. As of December 31, 2010, Aspect Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) was as follows:

December 31, 2010


						Twelve months ended December 31, 2010
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	6,641,142		4.21	%	$	6,908,626	$	1,960,264	$	4,676,655
Energy		1,421,450		0.90	%		1,932,150		351,414		1,223,668
Grains		663,172		0.42	%		853,702		150,472		496,932
Indices		2,735,405		1.73	%		15,325,500		832,920		2,830,563
Interest Rates U.S.		128,755		0.08	%		2,333,350		128,755		1,185,599
Interest Rates Non-U.S.		1,433,026		0.91	%		6,063,200		1,068,897		4,111,787
Livestock		109,519		0.07	%		240,000		14,717		93,906
Metals		1,798,174		1.14	%		2,724,717		539,569		1,434,801
Softs		853,509		0.54	%		1,719,693		494,690		987,242

Total	$	15,784,152		10.00	%


*		Annual average of month-end Values at Risk.

As of September 30, 2011, Altis Master’s total capitalization was $146,248,336. The Partnership owned approximately 3.3% of Altis Master. As of September 30, 2011, Altis Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis for trading) was as follows:

September 30, 2011


						Three months ended September 30, 2011
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	3,149,361		2.15	%	$	3,827,801	$	2,017,508	$	2,773,181
Energy		2,238,782		1.53	%		2,238,782		1,000,202		1,716,285
Grains		797,339		0.55	%		797,339		345,078		648,181
Indices		1,347,634		0.92	%		2,387,916		526,641		1,406,173
Interest Rates U.S.		430,650		0.30	%		601,500		408,375		487,000
Interest Rates Non -U.S.		1,575,907		1.08	%		2,044,130		1,372,531		1,597,152
Livestock		64,100		0.04	%		183,850		54,300		97,202
Lumber		25,500		0.02	%		40,500		13,500		28,000
Metals		2,855,455		1.95	%		2,855,455		865,944		2,374,601
Softs		529,528		0.36	%		1,014,646		529,528		684,244

Total	$	13,014,256		8.90	%


*		Average of month-end Values at Risk.

As of December 31, 2010, Altis Master’s total capitalization was $63,685,511. The Partnership owned approximately 9.2% of Altis Master. As of December 31, 2010, Altis Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis Master for trading) was as follows:

December 31, 2010


						Twelve months ended December 31, 2010
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	3,113,522		4.89	%	$	3,481,070	$	143,363	$	2,231,735
Energy		1,077,195		1.69	%		2,479,469		236,868		1,086,124
Grains		483,876		0.76	%		915,463		136,257		435,755
Indices		1,251,469		1.97	%		7,740,340		220,942		2,503,689
Interest Rates U.S.		191,408		0.30	%		1,193,750		110,116		570,835
Interest Rates Non-U.S.		733,663		1.15	%		1,849,973		183,212		1,000,258
Livestock		107,232		0.17	%		170,400		22,320		82,718
Lumber		5,200		0.01	%		27,500		1,100		9,287
Metals		1,079,175		1.69	%		2,589,641		241,177		1,152,447
Softs		747,574		1.17	%		937,879		199,670		499,434

Total	$	8,790,314		13.80	%


*		Annual average of month-end Values at Risk.

As of September 30, 2011, Waypoint Master’s total capitalization was $44,295,706. The Partnership owned approximately 16.6% of Waypoint Master. As of September 30, 2011, Waypoint Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Waypoint for trading) was as follows:

September 30, 2011


						Three months ended September 30, 2011
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk *
Currencies	$	5,531,756		12.49	%	$	9,736,393	$	2,979,290	$	7,221,636
Energy		109,500		0.25	%		115,500		22,000		73,875
Indices		253,600		0.57	%		1,252,697		253,600		271,950
Interest Rates U.S.		164,000		0.37	%		270,500		26,000		161,633
Interest Rates Non-U.S.		91,371		0.21	%		841,827		55,028		213,582
Softs		121,500		0.27	%		121,500		14,700		81,600

Total	$	6,271,727		14.16	%


*		Average of month-end Values at Risk.

As of December 31, 2010, Waypoint Master’s total capitalization was $41,247,646. The Partnership owned approximately 17.2% of Waypoint Master. As of December 31, 2010, Waypoint Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Waypoint for trading) was as follows:

December 31, 2010


						For the period ended December 31, 2010
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk *
Currencies	$	1,878,430		4.55	%	$	11,817,794	$	633,809	$	5,198,266
Indices		901,236		2.18	%		1,613,660		100,993		790,428
Metals		80,750		0.20	%		216,436		31,500		66,207

Total	$	2,860,416		6.93	%


*		For the period March 1, 2010 (commencement of trading operations) to December 31, 2010 average of month-end Values at Risk.

As of September 30, 2011, Blackwater Master’s total capitalization was $42,175,822. The Partnership owned approximately 17.9% of Blackwater Master. As of September 30, 2011, Blackwater Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Blackwater for trading) was as follows:

September 30, 2011


						Three months ended September 30, 2011
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	992,912		2.35	%	$	1,462,440	$	671,006	$	1,086,454
Energy		516,996		1.23	%		1,023,868		169,500		297,913
Grains		336,750		0.80	%		336,750		84,000		206,517
Indices		713,727		1.69	%		1,081,575		254,769		603,645
Interest Rates U.S.		226,000		0.54	%		594,800		203,400		319,233
Interest Rates Non -U.S.		273,402		0.65	%		1,552,868		270,708		669,557
Metals		542,429		1.28	%		744,362		204,578		597,792

Total	$	3,602,216		8.54	%


*		Average of month-end Values at Risk.

As of December 31, 2010, Blackwater Master’s total capitalization was $25,938,011. The Partnership owned approximately 22.7% of Blackwater Master. As of December 31, 2010, Blackwater Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Blackwater for trading) was as follows:

December 31, 2010


						For the period ended December 31, 2010
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	903,667		3.48	%	$	903,667	$	577,300	$	765,383
Energy		357,370		1.38	%		508,250		184,174		350,610
Grains		97,000		0.37	%		97,000		30,000		48,500
Indices		756,741		2.92	%		1,256,105		756,741		941,241
Interest Rates U.S.		52,250		0.20	%		171,550		14,700		33,475
Interest Rates Non-U.S.		397,172		1.53	%		445,693		86,447		358,644
Livestock		111,000		0.43	%		111,000		40,000		97,000
Metals		240,867		0.93	%		346,947		240,866		283,148

Total	$	2,916,067		11.24	%


*		For the period November 1, 2010 (commencement of trading operations) to December 31, 2010 average of month-end Values at Risk.

Item 4. Controls and Procedures.

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2011, and, based on that evaluation, the General Partner’s CEO and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.

The Partnership’sinternal control over financial reportingis a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

•

pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

•		provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

•		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended September 30, 2011 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following information supplements and amends the discussion set forth under Part I, Item 3, “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as updated by the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011.

Subprime-Mortgage Related Actions

On October 19, 2011, the SEC and Citigroup announced a settlement, subject to judicial approval, in connection with the SEC’s investigation into the structuring and sale of CDOs. Pursuant to the proposed settlement, CGM agreed to pay $160 million in disgorgement, $30 million in prejudgment interest, and a civil penalty of $95 million relating to CGM’s role in the structuring and sale of the Class V Funding III CDO transaction. Additional information relating to this matter is publicly available in court filings under the docket number 11 Civ. 7387 (S.D.N.Y.) (Rakoff, J.).

Item 1A. Risk Factors.

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011.

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

The Redeemable Units were issued to accredited investors in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

(d) Maximum Number

(c) Total Number

(or Approximate

of Redeemable Units

Dollar Value) of

Purchased as Part

Redeemable Units that

(a) Total Number

(b) Average

of Publicly

May Yet Be

of Redeemable

Price Paid per

Announced

Purchased Under the

Period

Units Purchased*

Redeemable Unit**

Plans or Programs

July 1, 2011 –
July 31, 2011

95.9654

1,916.02

N/A

August 1, 2011 –
August 31, 2011

203.6049

1,910.03

N/A

September 1, 2011 –
September 30, 2011

89.1313

1,974.98

N/A

388.7016

1,926.40


*		Generally, Limited Partners are permitted to redeem their Redeemable Units as of the last day of each month on three business days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption, although to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for Limited Partners.

**		Redemptions of Redeemable Units are effected as of the last day of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions.

Item 3. Defaults Upon Senior Securities — None

Item 4. [Removed and Reserved]

Item 5. Other Information. — None

Item 6. Exhibits

Exhibits:

3.1 — Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of the State of New York, dated June 12, 1998 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on August 20, 1998 and incorporated herein by reference).

	(a)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated June 30, 1998 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on August 20, 1998 and incorporated herein by reference).

	(b)		Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated October 1, 1999 (filed as Exhibit 3.1(b) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

	(c)		Certificate of Change to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, effective January 31, 2000 (filed as Exhibit 3.1(c) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

	(d)		Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated May 21, 2003 (filed as Exhibit 3.1(d) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

	(e)		Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 21, 2005 (filed as Exhibit 3.1(e) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

	(f)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated August 27, 2008 (filed as Exhibit 99.1 to the Form 8-K filed on September 2, 2008 and incorporated herein by reference).

	(g)		Certificate of Amendment to the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.1(g) to the Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

	(h)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 28, 2009 (filed as Exhibit 99.1 to the Form 8-K filed on September 30, 2009 and incorporated herein by reference).

	(i)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the office of the Secretary of State of New York, dated June 30, 2010 (filed as Exhibit 3.1(i) to the Form 8-K filed on July 2, 2010 and incorporated herein by reference).

	(j)		Certificate of Amendment to the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated September 2, 2011 (filed as Exhibit 3.1 to the Form 8-K filed on September 7, 2011 and incorporated herein by reference).

3.2 — Limited Partnership Agreement, dated June 15, 1998 (filed as Exhibit A to the Registration Statement on Form S-1 filed on August 20, 1998 and incorporated herein by reference).

10.1 — Customer Agreement between the Partnership and Salomon Smith Barney Inc., dated October 21, 1998 (filed as Exhibit 10.1 to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on October 22, 1998 and incorporated herein by reference).

10.2 — Escrow Agreement among the Partnership, Smith Barney Inc., and European American Bank, dated October 21, 1998 (filed as Exhibit 10.3 to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on October 22, 1998 and incorporated herein by reference).

10.3 — Selling Agreement among the Partnership, Smith Barney Futures Management Inc., and Smith Barney Inc., dated October 21, 1998 (filed as Exhibit 1.1 to the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 filed on October 22, 1998 and incorporated herein by reference).

10.4 — Joinder Agreement among the Partnership, Citigroup Managed Futures LLC, Citigroup Global Markets Inc. and Morgan Stanley Smith Barney LLC, dated June 1, 2009 (filed as Exhibit 10 to the Form 10-Q filed on August 14, 2009 and incorporated herein by reference).

10.5 — Management Agreement among the Partnership, the General Partner and Aspect Capital Management Limited, dated April 17, 2001 (filed as Exhibit 10.12 to the Form 10-K filed on March 28, 2002 and incorporated herein by reference).

(a)

Letter from the General Partner extending Management Agreement with Aspect Capital Management Limited for 2010, dated June 1, 2010 (filed as Exhibit 10.6(a) to the Form 10-K filed on March 31, 2011 and incorporated herein by reference).

10.6 — Management Agreement among the Partnership, the General Partner and Altis Partners (Jersey) Limited, dated October 1, 2005 (filed as Exhibit 33.1 to the Form 10-Q/A filed on November 16, 2005 and incorporated herein by reference).

(a)

Letter from the General Partner extending Management Agreement with Altis Partners (Jersey) Limited for 2010, dated June 1, 2010 (filed as Exhibit 10.7(a) to the Form 10-K filed on March 31, 2011 and incorporated herein by reference).

10.7 — Management Agreement among the Partnership, the General Partner and Waypoint Capital Management LLC, dated September 29, 2008 (filed as Exhibit 10.23 to the Form 10-K filed on March 31, 2009 and incorporated herein by reference).

(a)

Letter from the General Partner extending Management Agreement with Waypoint Capital Management LLC for 2010, dated June 1, 2010 (filed as Exhibit 10.8(a) to the Form 10-K filed on March 31, 2011 and incorporated herein by reference).

10.8 — Management Agreement among the Partnership, the General Partner and Blackwater Capital Management LLC, dated October 29, 2010 (filed as Exhibit 10.9 to the Form 8-K filed on November 4, 2010 and incorporated herein be reference).

31.1 Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director).

31.2 Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director).

32.1 Section 1350 Certification (Certification of President and Director).

32.2 Section 1350 Certification (Certification of Chief Financial Officer and Director).


101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Scema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


GLOBAL DIVERSIFIED FUTURES FUND L.P. By: Ceres Managed Futures LLC (General Partner)
By:	/s/ Walter Davis
	Walter Davis
	President and Director

Date: November 14, 2011


By:	/s/ Brian Centner
	Brian Centner
	Chief Financial Officer (Principal Accounting Officer)

Date: November 14, 2011

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Global Diversified Futures Fund (GDFF) Inactive 10-Q2011 Q3 Quarterly report

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