Emerging Cta Portfolio 10Q 2013 Q1 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 March 31, 2013

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 Number0-53211

EMERGING CTA PORTFOLIO L.P.

(Exact name of registrant as specified in its charter)


New York		04-3768983
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue – 14th Floor

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855) 672-4468

(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.

YesX No -

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

YesX No -

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


Large accelerated filer -		Accelerated filer -		Non-accelerated filer X		Smaller reporting company -

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

Yes - NoX

As of April 30, 2013, 131,275.6292 Limited Partnership Class A Redeemable Units were outstanding.

EMERGING CTA PORTFOLIO L.P.

FORM 10-Q

INDEX


			Page Number
PART I-Financial Information:

	Item 1.	Financial Statements:

		Statements of Financial Condition at March 31, 2013 (unaudited) and December 31, 2012		3

		Condensed Schedules of Investments at March 31, 2013 (unaudited) and December 31, 2012		4–5

		Statements of Income and Expenses and Changes in Partners’ Capital for the three months ended March 31, 2013 and 2012 (unaudited)		6

		Notes to Financial Statements (unaudited)		7–23

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24–25

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		26–32

	Item 4.	Controls and Procedures		33

PART II-Other Information

	Item 1.	Legal Proceedings		34

	Item 1A.	Risk Factors		35

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36

	Item 5.	Other Information		36

	Item 6.	Exhibits		37–38

PART I

Item 1. Financial Statements

Emerging CTA Portfolio L.P.

Statements of Financial Condition


	(Unaudited) March 31, 2013		December 31, 2012
Assets:
Investment in Funds, at fair value	$	169,317,725	$	131,261,488
Equity in trading account:
Cash		15,985,144		62,988,555
Cash margin		1,832,850		3,174,233
Net unrealized appreciation on open futures contracts		15,911		122,799
Options purchased, at fair value (cost $0 and $55,125 at March 31, 2013 and December 31, 2012, respectively)		0		57,300

Total trading equity		187,151,630		197,604,375
Interest receivable		1,089		3,434

Total assets	$	187,152,719	$	197,607,809

Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open forward contracts	$	66,735	$	32,519
Options premium received, at fair value (premium $0 and $24,375 at March 31, 2013 and December 31, 2012, respectively)		0		22,500
Accrued expenses:
Brokerage fees		545,667		576,196
Management fees		226,579		221,178
Administrative fees		77,668		82,013
Incentive fees		372,419		462,663
Other		136,649		144,405
Redemptions payable		3,640,996		7,914,389

Total liabilities		5,066,713		9,455,863

Partners’ Capital:
General Partner, Class A, 1,655.9756 unit equivalents outstanding at March 31, 2013 and December 31, 2012		2,268,008		2,251,812
Limited Partners, Class A, 131,293.5632 and 136,710.3302 Redeemable Units outstanding at March 31, 2013 and December 31, 2012, respectively		179,817,998		185,900,134

Total partners’ capital		182,086,006		188,151,946

Total liabilities and partners’ capital	$	187,152,719	$	197,607,809

Net asset value per unit, Class A	$	1,369.59	$	1,359.81

See accompanying notes to financial statements.

Emerging CTA Portfolio L.P.

Statements of Financial Condition

Condensed Scheduleof Investments

March 31, 2013

(Unaudited)


	Number of Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Currencies		76	$	22,481			0.01	%
Indices		184		(43,387	)		(0.02	)
Interest Rates Non-U.S.		408		115,045			0.06
Interest Rates U.S.		387		2,617			0.00	*

Total futures contracts purchased				96,756			0.05

Futures Contracts Sold
Currencies		65		52,513			0.03
Indices		143		(58,794	)		(0.03	)
Interest Rates Non-U.S.		43		(46,002	)		(0.02	)
Interest Rates U.S.		36		(28,562	)		(0.02	)

Total futures contracts sold				(80,845	)		(0.04	)

Unrealized Appreciation on Forward Contracts
Metals		24		103,452			0.05

Total unrealized appreciation on forward contracts				103,452			0.05

Unrealized Depreciation on Forward Contracts
Metals		24		(170,187	)		(0.09	)

Total unrealized depreciation on forward contracts				(170,187	)		(0.09	)

Investment in Funds
Waypoint Master Fund L.P.				8,171,902			4.49
Blackwater Master Fund L.P.				30,016,071			16.48
PGR Master Fund L.P.				28,360,934			15.58
JEM Master Fund L.P.				31,207,990			17.14
CMF Cirrus Master Fund L.P.				14,487,859			7.96
Cambridge Master Fund L.P.				10,276,187			5.64
CMF Willowbridge Master Fund L.P.				29,951,531			16.45
300 North Capital Master Fund L.P.				10,529,337			5.78
Principle Master Fund L.P.				6,315,914			3.47

Total investment in Funds				169,317,725			92.99

Net fair value			$	169,266,901			92.96	%

* Due to rounding.

See accompanying notes to financial statements.

Emerging CTA Portfolio L.P.

Condensed Schedule of Investments

December 31, 2012


	Number of Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Currencies		97	$	(33,875	)		(0.02	)%
Energy		3		480			0.00	*
Grains		9		2,700			0.00	*
Indices		266		94,268			0.05
Interest Rates Non-U.S.		234		84,333			0.05
Interest Rates U.S.		720		(42,250	)		(0.02	)*
Livestock		3		(1,140	)		(0.00	)*
Metals		9		2,370			0.00	*
Softs		3		4,545			0.00	*

Total futures contracts purchased				111,431			0.06

Futures Contracts Sold
Currencies		70		26,979			0.01
Indices		170		2,110			0.00	*
Interest Rates Non-U.S.		140		(31,283	)		(0.01	)
Interest Rates U.S.		22		13,562			0.01

Total futures contracts sold				11,368			0.01

Unrealized Appreciation on Forward Contracts
Metals		6		11,069			0.00	*

Total unrealized appreciation on forward contracts				11,069			0.00	*

Unrealized Depreciation on Forward Contracts
Metals		10		(43,588	)		(0.02	)

Total unrealized depreciation on forward contracts				(43,588	)		(0.02	)

Options Purchased
Puts
Indices		60		57,300			0.03

Total options purchased				57,300			0.03

Options premium received
Puts
Indices		60		(22,500	)		(0.01	)

Total options purchased				(22,500	)		(0.01	)

Investment in Funds
Waypoint Master Fund L.P.				10,138,039			5.39
Blackwater Master Fund L.P.				33,659,106			17.89
PGR Master Fund L.P.				28,960,322			15.39
JEM Master Fund L.P.				33,788,666			17.96
CMF Cirrus Master Fund L.P.				17,294,932			9.19
Cambridge Master Fund L.P.				7,420,423			3.94

Total investment in Funds				131,261,488			69.76

Net fair value			$	131,386,568			69.83	%

*	Due to rounding.

See accompanying notes to financial statements.

Emerging CTA Portfolio L.P.

Statements of Income and Expenses and Changes in Partners’ Capital

(Unaudited)


	Three Months Ended March 31,
	2013			2012
Investment Income:
Interest income	$	4,056		$	4,595
Interest income from investment in Funds		24,264			17,371

Total investment income		28,320			21,966

Expenses:
Brokerage fees including clearing fees		2,085,842			2,186,429
Management fees		675,488			784,315
Administrative fees		235,455			268,176
Incentive fees		372,419			50,061
Other		176,326			149,014

Total expenses		3,545,530			3,437,995

Net investment income (loss)		(3,517,210	)		(3,416,029	)

Trading Results:
Net gains (losses) on trading of commodity interests and investment in Funds:
Net realized gains (losses) on closed contracts		(1,080,948	)		(615,493	)
Net realized gains (losses) investment in Funds		13,823,745			(5,158,873	)
Change in net unrealized gains (losses) on open contracts		(145,154	)		(48,242	)
Change in net unrealized gains (losses) on investment in Funds		(7,741,472	)		2,496,905

Total trading results		4,856,171			(3,325,703	)

Net income (loss)		1,338,961			(6,741,732	)
Subscriptions — Limited Partners		4,245,160			20,672,951
Subscriptions — General Partner		0			100,000
Redemptions — Limited Partners		(11,650,061	)		(7,614,172	)

Net increase (decrease) in Partners’ Capital		(6,065,940	)		6,417,047
Partners’ Capital, beginning of period		188,151,946	��		204,952,071

Partners’ Capital, end of period	$	182,086,006		$	211,369,118

Net asset value per unit (132,949.5388 and 150,415.5599 units outstanding at March 31, 2013 and 2012, respectively)	$	1,369.59		$	1,405.23

Net income (loss) per unit*	$	9.78		$	(44.61	)

Weighted average units outstanding		137,532.5218			150,170.1005

*	Based on change in net asset value per unit.

See accompanying notes to financial statements.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

1. General:

Emerging CTA Portfolio L.P. (the “Partnership”) is a limited partnership that was organized on July 7, 2003 under the partnership laws of the State of New York. The objective of the Partnership is to achieve capital appreciation through the allocation of assets to early-stage commodity trading advisors which engage, directly and indirectly, in speculative trading of a diversified portfolio of commodity interests, including futures contracts, forward contracts and options. The Partnership may also enter into swap and other derivative transactions with the approval of the General Partner (defined below). The sectors traded include currencies, livestock, lumber, energy, grains, metals, indices, softs and U.S. and non-U.S. interest rates. The Partnership directly and through its investment in the Funds (as defined in Note 5, “Investment in Funds”) may trade futures, forward and option contracts of any kind. The commodity interests that are traded by the Partnership and the Funds are volatile and involve a high degree of market risk.

Between December 1, 2003 (commencement of the offering period) and August 5, 2004, 20,872 redeemable units of limited partnership interest (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until August 6, 2004, at which time they were remitted to the Partnership for trading. The Partnership privately and continuously offers Redeemable Units in the Partnership to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.

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 Inc. indirectly owns a minority equity interest in MSSB Holdings. Citigroup Inc. also indirectly owns Citigroup Global Markets Inc. (“CGM”), the commodity broker and a selling agent for the Partnership. Morgan Stanley expects to purchase, subject to regulatory approvals, Citigroup Inc.’s remaining interest in MSSB Holdings. 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 Inc.

As of September 1, 2011, the Partnership began offering three classes of limited partnership interests: Class A units, Class D units and Class Z units; each will be referred to as a “Class” and collectively referred to as the “Classes.” All Redeemable Units issued prior to September 1, 2011 were deemed “Class A Units.” The rights, liabilities, risks, and fees associated with investment in the Class A Units were not changed. Class A Units and Class D Units are available to taxable U.S. individuals and institutions, as well as U.S. tax exempt individuals and institutions. Class Z Units will be offered to certain employees of Morgan Stanley Wealth Management and its affiliates (and their family members). The Class of units that a limited partner of the Partnership (each a “Limited Partner”) receives upon subscription will generally depend upon the amount invested in the Partnership or the status of the Limited Partner, although the General Partner may determine to offer units to investors at its discretion. As of March 31, 2013, there were no Redeemable Units outstanding in Class D or Class Z.

As of March 31, 2013, all trading decisions are made for the Partnership by its eleven trading advisors (the “Advisors”) either directly, through individually managed accounts, or indirectly, through investments in other collective investment vehicles. Waypoint Capital Management LLC (Waypoint), Blackwater Capital Management, LLC (“Blackwater”), J E Moody & Company LLC (“J E Moody”), PGR Capital LLP (“PGR Capital”) and Willowbridge Associates Inc. (“Willowbridge”) have been selected by the General Partner as the major commodity trading advisors. In addition, the General Partner has allocated the Partnership’s assets to additional non-major trading advisors (i.e. commodity trading advisors intended to be allocated less than 10% of the Partnership’s assets). Information about advisors allocated less than 10% of the Partnership’s assets may not be disclosed. The General Partner may allocate less than 10% of the Partnership’s assets to a new trading advisor or another trading program of a current Advisor. The Advisors are not affiliated with one another, are not affiliated with the General Partner or CGM and are not responsible for the organization or operation of the Partnership.

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at March 31, 2013 and December 31, 2012, and the results of its operations and changes in partners’ capital for the three months ended March 31, 2013 and 2012. 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, 2012.

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

The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the General Partner 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.

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.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

2. Financial Highlights:

Changes in the net asset value per unit for Class A for the three months ended March 31, 2013 and 2012 were as follows:


	Three Months Ended March 31,
	2013			2012
Net realized and unrealized gains (losses)^*	$	20.20		$	(36.41	)
Interest Income		0.21			0.14
Expenses^**		(10.63	)		(8.34	)

Increase (decrease) for the period		9.78			(44.61	)
Net asset value per unit, beginning of period		1,359.81			1,449.84

Net asset value per unit, end of period	$	1,369.59		$	1,405.23

*	Includes brokerage fees and clearing fees.

**	Excludes brokerage fees and clearing fees ..


	Three Months Ended March 31,
	2013			2012
Ratios to average net assets:***
Net investment income (loss)		(7.0	)%		(6.4	)%
Incentive fees		0.2	%		—	%

Net investment income (loss) before incentive fees****		(6.8	)%		(6.4	)%


Operating expense		7.0	%		6.5	%
Incentive fees		0.2	%		—	%

Total expenses		7.2	%		6.5	%


Total return:
Total return before incentive fees		0.9	%		(3.1	)%
Incentive fees		(0.2	)%		—	%

Total return after incentive fees		0.7	%		(3.1	)%

*** Annualized

(other than incentive fees).

**** Interest

inc ome less total expenses.

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

3. Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Changes in Partners’ Capital.

The customer agreements between the Partnership and CGM and the Funds and CGM give the Partnership and the Funds, the legal right to net unrealized gains and losses on open futures and forward contracts on the Statements of Financial Condition. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and on open forward contracts on the Statements of Financial Condition as the criteria under Accounting Standards Codification (“ASC”) 210-20, “Balance Sheet,” have been met.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

All of the commodity interests owned by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended March 31, 2013 and 2012 were 1,597 and 1,354, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended March 31, 2013 and 2012 were 36 and 11, respectively. The monthly average notional value of currency forward contracts held directly by the Partnership during the three months ended March 31, 2013 and 2012 were $1,805 and $29,123,661, respectively. The monthly average number of option contracts traded for the three months ended March 31, 2013 and 2012 were 50 and 21, respectively.

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, subscriptions and redemptions.

On January 1, 2013, the Partnership adopted Accounting Standards Update (“ASU”) 2011-11, “Disclosure about Offsetting Assets and Liabilities” and ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11 created a new disclosure requirement about the nature of an entity’s rights to setoff and the related arrangements associated with its financial instruments and derivative instruments, while ASU 2013-01 clarified the types of instruments and transactions that are subject to the offsetting disclosure requirements established by ASU 2011-11. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of these disclosures is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. The new guidance did not have a significant impact on the Partnership’s financial statements.

The following tables summarize the valuation of the Partnership’s investments at March 31, 2013 and December 31, 2012, respectively.


March 31, 2013	Gross Amounts Recognized		Gross Amounts Offset in the Statement of Financial Condition			Net Amounts Presented in the Statement of Financial Condition

Assets
Futures	$	190,386	$	(93,629	)	$	96,757
Forwards		0		(170,187	)		(170,187	)


Total Assets	$	190,386	$	(263,816	)	$	(73,430	)


Liabilities
Futures	$	79,909	$	(160,755	)	$	(80,846	)
Forwards		103,452		0			103,452


Total Liabilities	$	183,361	$	(160,755	)	$	22,606


Net unrealized appreciation on open futures contracts						$	15,911
Net unrealized depreciation on open forward contracts						$	(66,735	)

Total net unrealized gain (loss) on total contracts						$	(50,824	)

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)



December 31, 2012	Gross Amounts Recognized		Gross Amounts Offset in the Statement of Financial Condition			Net Amounts Presented in the Statement of Financial Condition

Assets
Futures	$	268,039	$	(156,608	)	$	111,431
Forwards		0		(39,734	)		(39,734	)
Options purchased		57,300		0			57,300


Total Assets	$	325,339	$	(196,342	)	$	128,997


Liabilities
Futures	$	126,651	$	(115,283	)	$	11,368
Forwards		11,069		(3,854	)		7,215
Options premium received		0		(22,500	)		(22,500	)


Total Liabilities	$	137,720	$	(141,637	)	$	(3,917	)


Net unrealized appreciation on open futures contracts						$	122,799
Net unrealized depreciation on open forward contracts							(32,519	)
Total options purchased							57,300
Total options premium received							(22,500	)

Total net unrealized gain (loss) on total contracts						$	125,080

The following tables indicate the gross fair values of derivative instruments of futures, forwards and options contracts as separate assets and liabilities as of March 31, 2013 and December 31, 2012.


Assets	March 31, 2013
Futures Contracts
Currencies	$	85,383
Indices		39,756
Interest Rates Non-U.S.		125,664
Interest Rates U.S.		19,492

Total unrealized appreciation on open futures contracts	$	270,295

Liabilities
Futures Contracts
Currencies	$	(10,389	)
Indices		(141,937	)
Interest Rates Non-U.S.		(56,621	)
Interest Rates U.S.		(45,437	)

Total unrealized depreciation on open futures contracts	$	(254,384	)

Net unrealized appreciation on open futures contracts	$	15,911	*

*	This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.


		March 31, 2013

Assets
Forward Contracts
Metals	$	103,452

Total unrealized appreciation on open forward contracts	$	103,452

Liabilities
Forward Contracts
Metals	$	(170,187	)

Total unrealized depreciation on open forward contracts	$	(170,187	)

Net unrealized depreciation on open forward contracts	$	(66,735	)**

**	This amount is in “Net unrealized depreciation on open forward contracts” on the Statements of Financial Condition.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)


	December 31, 2012
Assets
Futures Contracts
Currencies	$	54,740
Energy		480
Grains		2,700
Indices		193,392
Interest Rates Non-U.S.		103,150
Interest Rates U.S.		33,312
Metals		2,370
Softs		4,545

Total unrealized appreciation on open futures contracts	$	394,689

Liabilities
Futures Contracts
Currencies	$	(61,636	)
Indices		(97,014	)
Interest Rates Non-U.S.		(50,100	)
Interest Rates U.S.		(62,000	)
Livestock		(1,140	)

Total unrealized depreciation on open futures contracts	$	(271,890	)

Net unrealized appreciation on open futures contracts	$	122,799	*

*	This amount is in “Net unrealized appreciation on open futures contracts” on the Statements of Financial Condition.


	December 31, 2012
Assets
Forward Contracts
Metals	$	11,069

Total unrealized appreciation on open forward contracts	$	11,069

Liabilities
Forward Contracts
Metals	$	(43,588	)

Total unrealized depreciation on open forward contracts	$	(43,588	)

Net unrealized depreciation on open forward contracts	$	(32,519	)**

**	This amount is in “Net unrealized depreciation on open forward contracts” on the Statements of Financial Condition.


	2012
Assets
Options purchased
Indices	$	57,300

Total options purchased	$	57,300	***

Liabilities
Options premium received
Indices	$	(22,500	)

Total options premium received	$	(22,500	)****

*** This amount

is in “Options purchased, at fair value” on the Statements of Financial Condition.

****	This amount is in “Options premium received, at fair value” on the Statements of Financial Condition.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

The following tables indicate the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three months ended March 31, 2013 and 2012.


	Three Months Ended March 31,
Sector	2013			2012
Currencies	$	310,727		$	708,765
Energy		114,173			(43,456	)
Grains		(1,670	)		32,663
Indices		(471,388	)		15,988
Interest Rates U.S.		(244,052	)		(324,687	)
Interest Rates Non-U.S.		(602,220	)		(645,414	)
Livestock		(4,570	)		0
Metals		(350,475	)		(377,202	)
Softs		23,373			(30,392	)

Total	$	(1,226,102	)*****	$	(663,735	)*****

*****

This amount is included in “Total trading results” on the Statement of Income and Expenses and Changes in Partners’ Capital.

4. Fair Value Measurements:

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

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. The General Partner has concluded that based on available information in the marketplace, the Partnership’s and the Funds’ Level 1 assets and liabilities are actively traded.

GAAP also requires the use of judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. The General Partner 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 and liabilities.

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.

On October 1, 2012, the Financial Accounting Standards Board (“FASB”) issued ASU 2012-04 “Technical Corrections and Improvements,” which makes minor technical corrections and clarifications to Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.” When the FASB issued Statement 157 (codified in ASC 820), it conformed the use of the term “fair value” in certain pre-Codification standards but not others. ASU 2012-04 conforms the term’s use throughout the ASC “to fully reflect the fair value measurement and disclosure requirements” of ASC 820. ASU 2012-04 also amends the requirements that must be met for an investment company to qualify for the exemption from presenting a statement of cash flows. Specifically, it eliminates the requirements that substantially all of an entity’s investments be carried at “market value” and that the investments be highly liquid. Instead, it requires substantially all of the entity’s investments to be carried at “fair value” and classified as Level 1 or Level 2 measurements under ASC 820. The amendments are effective for fiscal periods beginning after December 15, 2012. The adoption of this ASU did not have a material impact on the Partnership’s financial statements.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of non-exchange-traded forwards, swaps and options contracts for which market quotations are not readily available are priced by broker-dealers that derive fair values for those assets and liabilities 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 March 31, 2013 and December 31, 2012, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3). During the three months ended March 31, 2013 and twelve months ended December 31, 2012, there were no transfers of assets or liabilities between Level 1 and Level 2.


	March 31, 2013		Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Investment in Funds	$	169,317,725	$	0		$	169,317,725	$	0
Futures		270,295		270,295			0		0
Forwards		103,452		103,452			0		0

Total assets	$	169,691,472	$	373,747		$	169,317,725	$	0

Liabilities
Futures	$	254,384	$	254,384		$	0	$	0
Forwards		170,187		170,187			0		0

Total liabilities		424,571		424,571			0		0

Net fair value	$	169,266,901	$	(50,824	)	$	169,317,725	$	0


	December 31, 2012		Quoted Prices in Active Market for Identical Assets and Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Investment in Funds	$	131,261,488	$	0	$	131,261,488	$	0
Futures		394,689		394,689		0		0
Forwards		11,069		11,069		0		0
Options purchased		57,300		57,300		0		0

Total assets	$	131,724,546	$	463,058	$	131,261,488	$	0

Liabilities
Futures	$	271,890	$	271,890	$	0	$	0
Forwards		43,588		43,588		0		0
Options premium received		22,500		22,500		0		0

Total liabilities		337,978		337,978		0		0

Net fair value	$	131,386,568	$	125,080	$	131,261,488	$	0

5. Investment in Funds:

On November 1, 2005, the assets allocated to Altis Partners (Jersey) Limited (“Altis”) for trading were invested in the 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 4,898.1251 units of Altis Master with cash equal to $4,196,275 and a contribution of open commodity futures and forward contracts with a fair value of $701,851. The Partnership fully redeemed its investment in Altis Master on August 31, 2012 for cash equal to $2,728,991.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

On March 1, 2010, the assets allocated to Waypoint Capital Management LLC for trading were invested in the Waypoint Master Fund L.P. (“Waypoint Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 26,581.6800 units of Waypoint Master with cash equal to $26,581,680. Waypoint Master was formed in order to permit accounts managed by Waypoint using its Diversified Program, a proprietary, systematic trading program, 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 PGR Capital LLP (“PGR”) for trading were invested in PGR Master Fund L.P. (“PGR Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in PGR Master with cash equal to $14,913,029. PGR Master was formed to permit accounts managed by PGR using the PGR Mayfair Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for PGR Master. Individual and pooled accounts currently managed by PGR, including the Partnership, are permitted to be limited partners of PGR Master. The General Partner and PGR believe that trading through this structure should promote efficiency and economy in the trading process. The General Partner and PGR agreed that PGR will trade the Partnership’s assets allocated to PGR at a level that is up to 1.5 times the amount of assets allocated.

On November 1, 2010, the assets allocated to Blackwater Capital Management LLC (“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 invested in Blackwater Master with cash equal to $15,674,694. Blackwater Master was formed to permit accounts managed by Blackwater using the Blackwater Global Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for 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.

On January 1, 2011, the assets allocated to J E Moody & Company LLC (“J E Moody”) for trading were invested in JEM Master Fund L.P. (“JEM Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 19,624.4798 units of JEM Master with cash equal to $19,624,480. JEM Master was formed to permit accounts managed by J E Moody using the JEM Commodity Relative Value Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for JEM Master. Individual and pooled accounts currently managed by J E Moody, including the Partnership, are permitted to be limited partners of JEM Master. The General Partner and J E Moody believe that trading through this structure should promote efficiency and economy in the trading process. The General Partner and JE Moody agreed that JE Moody will trade the Partnership’s assets allocated to JE Moody at a level that is up to 3 times the amount of assets allocated.

On January 1, 2011, the assets allocated to Cirrus Capital Management LLC (“Cirrus”) for trading were invested in CMF Cirrus Master Fund L.P. (“Cirrus Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership purchased 22,270.9106 units of Cirrus Master with cash equal to $22,270,911. Cirrus Master was formed to permit accounts managed by Cirrus using the Cirrus Program, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for Cirrus Master. Individual and pooled accounts currently managed by Cirrus, including the Partnership, are permitted to be limited partners of Cirrus Master. The General Partner and Cirrus believe that trading through this structure should promote efficiency and economy in the trading process. The General Partner and Cirrus agreed that Cirrus will trade the Partnership’s assets allocated to Cirrus at a level that is up to 1.5 times the amount of assets allocated.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

On May 1, 2011, the assets allocated to Flintlock Capital Asset Management, LLC (“Flintlock”) for trading were invested in FL Master Fund L.P. (“FL Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in FL Master with cash equal to $23,564,973. The Partnership fully redeemed its investment in FL Master on October 31, 2012 for cash equal to $14,864,699.

On September 1, 2012, the assets allocated to Cambridge Strategy (Asset Management) Limited (“Cambridge”) for trading were invested in Cambridge Master Fund L.P. (“Cambridge Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in Cambridge Master with cash equal to $3,000,000. Cambridge Master was formed to permit accounts managed by Cambridge using the Asian Markets Alpha Programme, a proprietary, systematic trading program, to invest together in one trading vehicle. The General Partner is also the general partner for Cambridge Master. Individual and pooled accounts currently managed by Cambridge, including the Partnership, are permitted to be limited partners of Cambridge Master. The General Partner and Cambridge believe that trading through this structure should promote efficiency and economy in the trading process. The General Partner and Cambridge agreed that Cambridge will trade the Partnership’s assets allocated to Cambridge at a level that is up to 2 times the amount of assets allocated.

Effective January 1, 2013, the assets traded directly by Willowbridge using its wPraxis Futures Trading Approach, were invested in CMF Willowbridge Master Fund L.P. (“Willowbridge Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 14,103.3175 units of Willowbridge Master with cash equal to $29,484,307. Willowbridge Master was formed to permit accounts managed by Willowbridge using its wPraxis Futures Trading Approach, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Willowbridge Master. Individual and pool account currently managed by Willowbridge, including the Partnership, are permitted to be limited partners of Willowbridge Master, The General Partner and Willowbridge believe that trading through this structure should promote efficiency and economy in the trading process. The General Partner and Willowbridge agreed that Willowbridge will trade the Partnership’s assets allocated to Willowbridge at a level that is up to 3 times the amount of assets allocated. Effective February 28, 2013, Willowbridge ceased trading the Partnership’s assets using its MStrategy Trading Approach.

On March 1, 2013, the Partnership allocated assets to Principle Capital Management, LLC (“Principle”), were invested in Principle Master Fund L.P. (“Principle Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in Principle Master with cash equal to $6,503,661. Principle Master was formed to permit accounts managed by Principle using the Principle Commodity Futures Program, a proprietary, discretionary trading program, to invest together in one trading vehicle. The General Partner is also the general partner of Principle Master. Individual and pool account currently managed by Principle, including the Partnership, are permitted to be limited partners of Principle Master, The General Partner and Principle believe that trading through this structure should promote effiency and economy in the trading process. The General Partner and Principle agreed that Principle will trade the Partnership’s assets allocated to Principle at a level that is up to 1.5 times the assets allocated.

On March 1, 2013, the Partnership allocated assets to 300 North Capital LLC (“300 North Capital”), were invested in 300 North Capital Master Fund L.P. (“300 North Master”), a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in 300 North Master with cash equal to $10,000,000. 300 North Master was formed to permit accounts managed by 300 North Capital using the Global Macro Strategy Program, a proprietary, discretionary trading program, to invest together in one trading vehicle. The General Partner is also the general partner of 300 North Master. Individual and pool account currently managed by Principle, including the Partnership, are permitted to be limited partners of 300 North Master, The General Partner and Principle believe that trading through this structure should promote efficiency and economy in the trading process.

The General Partner is not aware of any material changes to any of the trading programs discussed above during the fiscal quarter ended March 31, 2013.

Waypoint Master’s, Blackwater Master’s, PGR Master’s, JEM Master’s, Cirrus Master’s, Cambridge Master’s, Willowbridge Master’s, 300 North Capital Master’s and Principle Master’s (collectively, the “Funds”) and the Partnership’s trading of futures, forwards and options contracts, as applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. Reference to “Funds” included in this report may include, as relevant, Altis Master and FL Master. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.

A limited partner of the Funds may withdraw all or part of their capital contribution and undistributed profits, if any, from the Funds as of the end of any day. Such withdrawals are classified as a liability when the limited partner elects to redeem and informs the Funds.

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

At March 31, 2013, the Partnership had approximately 46.0% of Waypoint Master, 38.9% of Blackwater Master, 70.0% of PGR Master, 71.6% of JEM Master, 84.5% of Cirrus, 52.2% of Cambridge Master, 34.7% of Willowbridge Master, 100% of 300 North Master and 100% of Principle Master. At December 31, 2012, the Partnership had approximately 44.9% of Waypoint Master, 41.1% of Blackwater Master, 73.5% of PGR Master, 71.2% of JEM Master, 83.6% of Cirrus Master and 51.8% of Cambridge Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of investment in the Funds are approximately the same and the redemption rights are not affected.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

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


	March 31, 2013
	Total Assets		Total Liabilities		Total Capital
Waypoint Master	$	17,808,842	$	40,264	$	17,768,578
Blackwater Master		77,330,183		58,763		77,271,420
PGR Master		40,565,045		40,502		40,524,543
JEM Master		45,245,729		1,649,114		43,596,615
Cirrus Master		17,159,140		22,902		17,136,238
Cambridge Master		19,764,446		72,455		19,691,991
Willowbridge Master		86,930,324		642,455		86,287,869
300 North Capital Master		10,534,792		6,200		10,528,592
Principle Master		6,329,820		14,300		6,315,520

Total	$	321,668,321	$	2,546,955	$	319,121,366


	December 31, 2012
	Total Assets		Total Liabilities		Total Capital
Waypoint Master	$	22,633,645	$	70,047	$	22,563,598
Blackwater Master		82,996,036		1,069,352		81,926,684
PGR Master		39,466,549		72,252		39,394,297
JEM Master		47,528,791		70,293		47,458,498
Cirrus Master		20,742,891		57,098		20,685,793
Cambridge Master		14,372,049		31,163		14,340,886

Total	$	227,739,961	$	1,370,205	$	226,369,756

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


	For the three months ended March 31, 2013
	Net Investment Income (Loss)			Total Trading Results			Net Income (Loss)
Waypoint Master	$	(33,502	)	$	380,864		$	347,362
Blackwater Master		(30,604	)		1,951,934			1,921,330
PGR Master		(32,771	)		3,698,966			3,666,195
JEM Master		(343,350	)		(945,396	)		(1,288,746	)
Cirrus Master		(37,932	)		1,527,460			1,489,528
Cambridge Master		(19,763	)		1,320,051			1,300,288
Willowbridge Master		(109,276	)		2,076,675			1,967,399
300 North Capital Master		(8,189	)		537,526			529,337
Principle Master		(12,536	)		(175,210	)		(187,746	)

Total	$	(627,923	)	$	10,372,870		$	9,744,947

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)


	For the three months ended March 31, 2012
	Net Investment Income (Loss)			Total Trading Results			Net Income (Loss)
Altis Master	$	(79,621	)	$	(1,671,720	)	$	(1,751,341	)
Waypoint Master		(45,014	)		(163,723	)		(208,737	)
Blackwater Master		(26,911	)		(4,324,898	)		(4,351,809	)
PGR Master		(26,356	)		(2,266,066	)		(2,292,422	)
JEM Master		(237,599	)		1,325,575			1,087,976
Cirrus Master		(27,287	)		71,386			44,099
FL Master		(58,252	)		(181,171	)		(239,423	)

Total	$	(501,040	)	$	(7,210,617	)	$	(7,711,657	)

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


	March 31, 2013					For the three months ended March 31, 2013
	% of Partnership’s Net Assets			Fair Value		Income (Loss)			Expenses				Net Income (Loss)			Investment Objective	Redemptions Permitted
Funds	% of Partnership’s Net Assets			Fair Value		Income (Loss)			Brokerage Fees		Other		Net Income (Loss)			Investment Objective	Redemptions Permitted
Waypoint Master		4.49	%	$	8,171,902	$	165,844		$	7,043	$	9,086	$	149,715		Commodity Portfolio	Monthly
Blackwater Master		16.48	%		30,016,071		765,025			27,323		9,584		728,118		Commodity Portfolio	Monthly
PGR Master		15.58	%		28,360,934		2,672,212			18,849		13,169		2,640,194		Commodity Portfolio	Monthly
JEM Master		17.14	%		31,207,990		(659,815	)		244,748		11,820		(916,383	)	Commodity Portfolio	Monthly
Cirrus Master		7.96	%		14,487,859		1,296,595			19,620		14,872		1,262,103		Commodity Portfolio	Monthly
Cambridge Master		5.64	%		10,276,187		711,114			—		22,436		688,678		Energy Markets	Monthly
Willowbridge Master		16.45	%		29,951,531		792,106			33,691		10,429		747,986		Commodity Portfolio	Monthly
300 North Capital Master		5.78	%		10,529,337		538,271			2,734		6,200		529,337		Commodity Portfolio	Monthly
Principle Master		3.47	%		6,315,914		(174,815	)		6,731		6,200		(187,746	)	Commodity Portfolio	Monthly

Total				$	169,317,725	$	6,106,537		$	360,739	$	103,796	$	5,642,002

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)


	December 31, 2012					For the three months ended March 31, 2012
	% of Partnership’s Net Assets			Fair Value		Income (Loss)			Expenses				Net Income (Loss)			Investment Objective	Redemption Permitted
Funds	% of Partnership’s Net Assets			Fair Value		Income (Loss)			Brokerage Fees		Other		Net Income (Loss)			Investment Objective	Redemption Permitted
Altis Master		—	%	$	—	$	(50,391	)	$	1,968	$	818	$	(53,177	)	Commodity Portfolio	Monthly
Waypoint Master		5.39	%		10,138,039		(108,197	)		17,864		9,403		(135,464	)	Commodity Portfolio	Monthly
Blackwater Master		17.89	%		33,659,106		(1,848,033	)		22,088		8,802		(1,878,923	)	Commodity Portfolio	Monthly
PGR Master		15.39	%		28,960,322		(1,541,634	)		15,286		10,722		(1,567,642	)	Commodity Portfolio	Monthly
JEM Master		17.96	%		33,788,666		953,071			159,648		12,906		780,517		Commodity Portfolio	Monthly
Cirrus Master		9.19	%		17,294,932		64,332			13,374		12,472		38,486		Energy Markets	Monthly
FL Master		—	%		—		(113,745	)		37,522		15,617		(166,884	)	Commodity Portfolio	Monthly
Cambridge Master		3.94	%		7,420,423		—			—		—		—		Commodity Portfolio	Monthly

Total				$	131,261,488	$	(2,644,597	)	$	267,750	$	70,740	$	(2,983,087	)

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

6. Financial Instrument Risks:

In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments 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 forward 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. The purchases of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Each of these instruments is subject to various risks similar to those relating 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 General Partner estimates that at any given time approximately 15.0% to 33.9% of the Partnership’s/Fund’s contracts are traded OTC.

The risk to the Limited Partners that have purchased Redeemable Units is limited to the amount of their share of the Partnership’s net 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 Partnership/Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership/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.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

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 Partnership’s/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 Partnership/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 Partnership/Funds to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees.

The General Partner monitors and attempts to control the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds 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, online monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

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

7. Critical Accounting Policies

Use of Estimates.The preparation of financial statements and accompanying notes in conformity with GAAP requires the General Partner 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 held by the Partnership and the Funds, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on the 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 Statements of Income and Expenses and Changes in Partners’ Capital.

GAAP also requires the use of judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. The General Partner 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 and liabilities.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

The Partnership and the Funds consider prices for exchange-traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of non-exchange-traded forwards, swaps and certain option contracts for which market quotations are not readily available, are priced by broker-dealers that derive fair values for those assets and liabilities 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 March 31, 2013 and December 31, 2012, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

Futures Contracts.The Partnership and the Funds trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery 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 Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. 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 Partner’s Capital.

Forward Foreign Currency Contracts.Forward foreign currency contracts are those contracts where the Partnership and the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. Forward foreign currency contracts are valued daily, and the Partnership’s and Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign foreign exchange rates at the dates of entry into the contracts and the forward foreign exchange 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 and are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

The Partnership and 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 due to changes in market prices of investments held. Such fluctuations are included in net income (loss) 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 Partnership and the Funds are cash-settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. 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.

Emerging CTA Portfolio L.P.

Notes to Financial Statements

March 31, 2013

(Unaudited)

Options.The Partnership/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 Partnership/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 Partnership/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 option 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. The 2009 through 2012 tax years remain subject to examination by U.S. federal and most state tax authorities. The General Partner does not believe that there are any uncertain tax positions that require recognition of a tax liability.

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

Recent Accounting Pronouncements. In October 2011, the 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 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. In August 2012, the FASB updated the proposed ASU to state that entities regulated under the Investment Company Act of 1940 should qualify to be investment companies within the proposed investment company guidance. The Partnership will evaluate the impact that this proposed update would have on the financial statements once the pronouncement is issued.

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. Its assets are its (i) investments in the Funds, (ii) equity in its trading account, consisting of cash and cash margin and net unrealized appreciation on open futures contracts and options purchased and (iii) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first quarter of 2013.

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, subscriptions, redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2013, Partnership capital decreased 3.2% from $188,151,946 to $182,086,006. This decrease was attributable to subscriptions for 3,116.5890 Class A Redeemable Units totaling $4,245,160, partially offset by a net income of $1,338,961 coupled with the redemption of 8,533.3560 Class A Redeemable Units resulting in an outflow of $11,650,061. Future redemptions can 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 the General Partner 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. The General Partner believes that the estimates utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 7 of the Financial Statements.

The Partnership and the Funds record all investments at fair value in their 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 first quarter of 2013, the net asset value per unit increased 0.7% from $1,359.81 to $1,369.59 as compared to a decrease of 3.1% in the first quarter of 2012. The Partnership experienced a net trading gain before brokerage fees and related fees in the first quarter of 2013 of $4,856,171. Gains were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, non-U.S. interest rates, indices and livestock and were partially offset by losses in energy, grains, U.S. interest rates, metals and softs. The Partnership experienced a net trading loss before brokerage fees and related fees in the first quarter of 2012 of $3,325,703. Losses were primarily attributable to the Partnership/Funds’ trading of commodity futures in currencies, grains, U.S. and non-U.S. interest rates, metals and softs and were partially offset by gains in energy, livestock and indices.

During the first quarter of 2013, the most significant gains were recorded within the global stock index markets during January from long positions in U.S., Pacific Rim, and European equity index futures as prices moved higher after German business confidence improved, economic reports in the U.S. and China beat estimates, and a weaker yen boosted Japan’s exports. Within the currency markets, gains were achieved primarily during January from short positions in the Japanese yen versus the U.S. dollar, Canadian dollar, euro, and Australian dollar as the value of the yen declined on speculation the Bank of Japan will ease monetary policy further. Additional currency gains were experienced during March from long positions in the Mexican peso versus the U.S. dollar as the value of the peso moved higher after a gain in U.S. retail sales boosted the outlook for Mexican exports.

A portion of the Partnership’s gains for the quarter was offset by losses incurred within the agricultural sector during March from short positions in corn futures as prices increased during the first half of the month after cold and wet weather in the U.S. delayed plantings. Within the metals sector, losses were incurred primarily during January from short positions in gold and silver futures as prices increased in the first half of January after data showed the U.S. economy unexpectedly contracted in the fourth quarter and the U.S. Federal Reserve maintained asset purchases thus increasing demand for the precious metals. Losses were also incurred within the global interest rate sector, primarily during January, from long positions in U.S. fixed income futures as prices fell amid positive economic reports and after European Central Bank President Mario Draghi said the euro-area economy should gradually recover this year. Within the energy sector, losses were incurred primarily during February from long futures positions in crude oil and its related products as prices fell sharply following news that the U.S. economy grew less than economists expected and as manufacturing expanded less than forecast in China and contracted in Europe.

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

Interest income is earned on 100% of the Partnership’s average daily equity maintained in cash in its (or the Partnership’s allocable portion of a Fund’s) account during each month at the 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 from the date on which such weekly rate is determined. Interest income for the three months ended March 31, 2013 increased by $6,354, as compared to the corresponding period in 2012. The increase in interest income is due to higher U.S. Treasury bill rates during the three months ended March 31, 2013, as compared to the corresponding period in 2012. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership and the 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 as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in monthly net asset values. Brokerage fees for the three months ended March 31, 2013 decreased by $100,587, as compared to the corresponding period in 2012. The decrease in brokerage fees is due to lower average net assets during the three months ended March 31, 2013, as compared to the corresponding period in 2012.

Management 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, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in monthly net asset values. Management fees for the three months ended March 31, 2013 decreased by $108,827, as compared to the corresponding period in 2012. The decrease in management fees is due to a change in fee percentage rates as a result of a change in the mix of Advisors allocated assets of the Partnership during the three months ended March 31, 2013, as compared to corresponding period in 2012.

Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These 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, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in monthly net asset values. Administrative fees for the three months ended March 31, 2013 decreased by $32,721, as compared to the corresponding period in 2012. The decrease in administrative fees is due to lower average net assets during the three months ended March 31, 2013, as compared to the corresponding period in 2012.

Incentive fees paid by the Partnership to the Advisors are based on the new trading profits generated by each Advisor at the end of the quarter, as defined in the management agreements among the Partnership, the General Partner and each Advisor. Trading performance for the three months ended March 31, 2013 resulted in incentive fees of $372,419. Trading performance for the three months ended March 31, 2012 resulted in incentive fees of $50,061.

In allocating the assets of the Partnership among the Advisors, the General Partner conducts proprietary research and considers the background of the Advisors’ principals, as well as the Advisors’ trading styles, strategies and markets traded, expected volatility, trading results (to the extent available) 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.

As of March 31, 2013 and December 31, 2012 the Partnership’s assets were allocated among these Advisors in the following approximate percentages:


Advisor	March 31, 2013				December 31, 2012
Waypoint Capital Management LLC	$	7,508,839	4	%	$	8,106,035	4	%
PGR Capital LLP	$	27,144,099	15	%	$	28,944,765	15	%
Blackwater Capital Management LLC	$	28,688,402	16	%	$	29,561,728	16	%
J E Moody & Company LLC	$	31,059,687	17	%	$	33,481,157	18	%
Willowbridge Associates Inc.	$	29,808,476	16	%	$	46,411,734	25	%
Other	$	57,876,503	32	%	$	41,646,527	22	%

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

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

The limited partners will not be liable for losses exceeding the current net asset value of their investment.

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

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

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

Exchange maintenance margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility, (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, 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. With the exception of Willowbridge, the 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 directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e., in the managed accounts in the Partnership’s name traded by certain non-major advisors and indirectly by each Fund separately. There has been no material change 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, 2012.

The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31, 2013 and December 31, 2012. As of March 31, 2013, the Partnership’s total capitalization was $182,086,066.

March 31, 2013


Market Sector	Value at Risk		% of Total Capitalization
Currencies	$	5,659,559		3.11	%
Energy		2,393,395		1.31	%
Grains		886,048		0.49	%
Indices		4,490,493		2.47	%
Interest Rates U.S.		644,275		0.35	%
Interest Rates Non-U.S.		1,924,707		1.06	%
Livestock		939,356		0.51	%
Metals		1,349,337		0.74	%
Softs		420,888		0.23	%

Total	$	18,708,058		10.27	%

*	Due to rounding.

As of December 31, 2012, the Partnership’s total capitalization was $188,151,946.

December 31, 2012


Market Sector	Value at Risk		% of Total Capitalization
Currencies	$	11,154,011		5.93	%
Energy		2,663,392		1.42	%
Grains		996,230		0.53	%
Indices		5,200,764		2.76	%
Interest Rates U.S.		891,739		0.47	%
Interest Rates Non-U.S.		2,416,220		1.28	%
Livestock		543,496		0.29	%
Metals		856,681		0.46	%
Softs		582,880		0.31	%

Total	$	25,305,413		13.45	%

The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and through its investments in the Funds by market category as of March 31, 2013 and December 31, 2012, the highest, lowest and average values during the three months ended March 31, 2013 and the twelve months ended December 31, 2012. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of March 31, 2013, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	140,245		0.08	%	$	304,357	$	102,045	$	173,371
Indices		848,181		0.46	%		2,369,542		676,026		1,339,375
Interest Rates U.S.		132,359		0.07	%		298,235		72,052		182,822
Interest Rates Non-U.S.		415,097		0.23	%		1,366,132		230,055		502,437

Total	$	1,535,882		0.84	%

*	Average of month-end Values at Risk.

As of December 31, 2012, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:

December 31, 2012


						Twelve months ended December 31, 2012
Market Sector	Value at Risk		% of Total Capital			High Value at Risk			Low Value at Risk		Average Value at Risk*
Currencies	$	234,064		0.12	%	$	760,446		$	4,500	$	316,276
Energy		15,300		0.01	%		476,550			5,000		128,214
Grains		18,000		0.01	%		734,800			7,000		241,822
Indices		1,593,295		0.85	%		2,451,888			10,500		347,016
Interest Rates U.S.		332,440		0.18	%		1,178,570			1,800		331,615
Interest Rates Non-U.S.		637,674		0.34	%		2,066,835			23,027		774,939
Livestock		3,000		0.00	%**		26,050			1,800		2,000
Metals		60,750		0.03	%		1,641,692			20,250		318,143
Softs		4,500		0.00	%**		694,183			1,450		17,267
								��
Total	$	2,899,023		1.54	%

*	Annual average of month-end Values at Risk.

**	Due to rounding.

As of March 31, 2013, Waypoint Master’s total capitalization was $17,768,578. The Partnership owned approximately 46.0% of Waypoint Master. As of March 31, 2013, 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:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	317,200		1.78	%	$	6,180,417	$	317,200	$	3,177,304
Energy		64,000		0.36	%		131,350		53,750		45,333
Grains		9,600		0.05	%		73,200		7,200		38,533
Indices		793,601		4.47	%		1,008,086		99,066		390,522
Interest Rates U.S.		80,000		0.45	%		179,650		75,075		74,183
Interest Rates Non-U.S.		436,442		2.46	%		532,298		58,469		270,925
Metals		71,300		0.40	%		157,700		63,900		76,333
Softs		67,500		0.38	%		143,850		39,900		97,900

Total	$	1,839,643		10.35	%

*	Average of month-end Values at Risk.

As of December 31, 2012, Waypoint Master’s total capitalization was $22,563,598. The Partnership owned approximately 44.9% of Waypoint Master. As of December 31, 2012, 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, 2012


						Twelve Months Ended December 31, 2012
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	5,181,537		22.96	%	$	9,805,183	$	801,893	$	4,924,577
Energy		53,750		0.24	%		212,200		13,300		67,232
Indices		686,879		3.04	%		1,579,713		84,388		766,988
Interest Rates U.S.		75,075		0.33	%		910,900		375		240,518
Interest Rates Non-U.S.		228,670		1.01	%		1,960,745		42,234		551,129
Metals		80,325		0.36	%		476,500		7,500		112,147
Softs		48,600		0.22	%		287,600		31,200		107,842

Total	$	6,354,836		28.16	%

*	Annual average of month-end Value at Risk.

As of March 31, 2013, PGR Master’s total capitalization was $40,524,543. The Partnership owned approximately 70.0% of PGR Master. As of March 31, 2013, PGR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to PGR for trading) was as follows:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	413,600		1.02	%	$	731,638	$	354,097	$	488,994
Energy		198,170		0.49	%		825,250		152,066		478,863
Grains		272,140		0.67	%		313,730		151,250		242,885
Indices		3,232,988		7.98	%		3,659,039		2,202,792		3,320,865
Interest Rates U.S.		226,650		0.56	%		456,625		136,225		195,758
Interest Rates Non-U.S.		1,502,754		3.71	%		1,663,373		824,918		1,163,702
Livestock		22,000		0.05	%		22,000		1,000		12,000
Metals		616,385		1.52	%		616,385		203,450		387,363
Softs		266,796		0.66	%		274,063		169,123		228,236

Total	$	6,751,483		16.66	%

*	Average of month-end Values at Risk.

As of December 31, 2012, PGR Master’s total capitalization was $39,394,297. The Partnership owned approximately 73.5% of PGR Master. As of December 31, 2012, PGR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to PGR for trading) was as follows:

December 31, 2012


						Twelve Months Ended December 31, 2012
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	664,462		1.69	%	$	1,035,798	$	403,280	$	634,175
Energy		201,844		0.51	%		1,418,646		160,426		732,846
Grains		191,500		0.49	%		358,000		45,212		192,878
Indices		2,179,752		5.53	%		2,587,014		1,081,839		1,843,311
Interest Rates U.S.		481,350		1.22	%		1,040,100		481,350		668,688
Interest Rates Non-U.S.		1,676,492		4.26	%		4,045,515		1,676,492		2,339,198
Livestock		10,000		0.03	%		49,200		1,000		18,317
Metals		304,175		0.77	%		1,007,250		63,200		411,946
Softs		213,972		0.54	%		418,734		133,869		243,422

Total	$	5,923,547		15.04	%

*	Annual average of month-end Value at Risk.

As of March 31, 2013, Blackwater Master’s total capitalization was $77,271,420. The Partnership owned approximately 38.9% of Blackwater Master. As of March 31, 2013, 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:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*


Currencies	$	2,307,026		2.99	%	$	4,682,024	$	1,602,200	$	2,218,689
Energy		822,030		1.06	%		2,022,000		304,750		1,137,263
Grains		687,440		0.89	%		1,421,500		314,400		793,813
Indices		3,387,502		4.38	%		4,014,680		2,646,355		3,347,215
Interest Rates U.S.		418,400		0.54	%		420,750		234,250		357,800
Interest Rates Non-U.S.		1,616,933		2.09	%		1,618,713		755,490		1,195,094
Livestock		20,000		0.03	%		366,000		20,000		128,667
Metals		2,230,931		2.89	%		2,838,178		691,824		1,804,119
Softs		16,900		0.02	%		373,500		16,900		221,867

Total	$	11,507,162		14.89	%

*	Average of month-end Values at Risk.

As of December 31, 2012, Blackwater Master’s total capitalization was $81,926,684. The Partnership owned approximately 41.1% of Blackwater Master. As of December 31, 2012, 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, 2012


						Twelve Months Ended December 31, 2012
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	4,472,584		5.46	%	$	5,898,476	$	1,374,428	$	2,961,576
Energy		507,112		0.62	%		2,331,250		124,800		762,951
Grains		1,421,500		1.73	%		1,421,500		112,500		368,388
Indices		4,128,815		5.04	%		4,874,671		254,386		3,201,424
Interest Rates U.S.		418,000		0.51	%		1,153,475		299,975		609,827
Interest Rates Non -U.S.		1,079,443		1.32	%		3,185,250		993,791		1,877,689
Metals		1,164,537		1.42	%		2,525,190		391,264		1,196,839

Total	$	13,191,991		16.10	%

*	Annual average of month-end Value at Risk.

As of March 31, 2013, JEM Master’s total capitalization was $43,596,615. The Partnership owned approximately 71.6% of JEM Master. As of March 31, 2013, JEM Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to JE Moody for trading) was as follows:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Energy	$	2,110,800		4.84	%	$	4,006,987	$	1,206,150	$	2,144,623
Grains		499,050		1.14	%		843,425		26,325		282,600
Livestock		1,279,575		2.94	%		1,546,400		590,075		1,030,667
Metals		24,075		0.06	%		93,750		24,075		47,425
Softs		274,450		0.63	%		560,800		10,650		303,883

Total	$	4,187,950		9.61	%

*	Average of month-end Values at Risk.

As of December 31, 2012, JEM Master’s total capitalization was $47,458,498. The Partnership owned approximately 71.2% of JEM Master. As of December 31, 2012, JEM Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to JE Moody for trading) was as follows:

December 31, 2012


						Twelve Months Ended December 31, 2012
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Energy	$	3,184,242		6.71	%	$	3,184,242	$	554,508	$	1,728,449
Grains		355,675		0.75	%		355,675		6,000		219,760
Livestock		748,800		1.58	%		1,463,000		129,600		697,433
Metals		81,000		0.17	%		81,000		3,825		38,419
Softs		560,800		1.18	%		759,850		14,950		240,054

Total	$	4,930,517		10.39	%

*	Annual average of month-end Value at Risk.

As of March 31, 2013, Cambridge Master’s total capital was $19,691,991. The Partnership owned approximately 52.2% of Cambridge Master. As of March 31, 2013, Cambridge Master’s Value at Risk for its assets (including the to portion of the Partnership’s assets allocated Cambridge for trading) was as follows:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	7,521,145		38.19	%	$	14,780,497	$	4,814,743	$	7,416,190

Total	$	7,521,145		38.19	%

*	Average of month-end Values at Risk.

As of December 31, 2012, Cambridge Master’s total capitalization was $14,340,886. The Partnership owned approximately 51.8% of Cambridge Master. As of December 31, 2012, Cambridge Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Cambridge for trading) was as follows:

December 31, 2012


						Twelve Months Ended December 31, 2012
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Energy	$	1,597,099		11.14	%	$	1,822,106	$	511,540	$	1,597,099

Total	$	1,597,099		11.14	%

*	For the period September 1, 2012 (commencement of trading operations) to December 31, 2012 average of month-end Value at Risk.

As of March 31, 2013, Willowbridge Master’s total capitalization was $86,287,869. The Partnership owned approximately 34.7% of Willowbridge Master. As of March 31, 2013, Willowbridge Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Willowbridge for trading) was as follows:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	1,118,100		1.30	%	$	2,058,475	$	148,500	$	1,171,821
Indices		596,583		0.69	%		6,842,689		352,000		1,329,948
Interest Rates U.S.		766,750		0.89	%		1,021,680		235,000		456,389

Total	$	2,481,433		2.88	%

*	Average of month-end Values at Risk.

As of March 31, 2013, 300 North Master’s total capitalization was $10,528,592. The Partnership owned approximately 100% of 300 North Master. As of March 31, 2013, 300 North Capital Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to 300 North Capital for trading) was as follows:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	12,600		0.12	%	$	53,400	$	12,600	$	12,600
Energy		76,800		0.73	%		76,800		17,600		76,800
Grains		66,400		0.63	%		66,400		26,400		66,400
Indices		337,592		3.21	%		633,282		129,586		337,592
Interest Rates U.S.		20,000		0.19	%		20,000		5,000		20,000
Interest Rates Non-U.S.		43,029		0.41	%		43,256		6,145		43,029
Metals		48,400		0.46	%		113,300		6,200		48,400

Total	$	604,821		5.75	%

*	Average of month-end Values at Risk.

As of March 31, 2013, Principle Master’s total capitalization was $6,315,520. The Partnership owned approximately 100% of Principle Master. As of March 31, 2013, Principle Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Principle for trading) was as follows:

March 31, 2013


						Three Months Ended March 31, 2013
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Energy	$	317,334		5.02	%	$	327,656	$	201,050	$	317,334

Total	$	317,334		5.02	%

*	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 (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 President 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 President 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 March 31, 2013 and, based on that evaluation, the General Partner’s President 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 President 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 and correction 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 March 31, 2013 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, 2012.

Subprime Mortgage-Related Litigation and Other Matters

Securities Actions:

On March 13, 2009, defendants filed a motion to dismiss the complaint. On July 12, 2010, the court issued an opinion and order dismissing plaintiffs’ claims under Section 12 of the Securities Act of 1933, as amended, but denying defendants motion to dismiss certain claims under Section 11. On September 30, 2010, the district court entered a scheduling order in IN RE CITIGROUP INC. BOND LITIGATION. Fact discovery began in November 2010, and plaintiffs’ motion to certify a class was fully briefed. On March 25, 2013, the United States District Court for the Southern District of New York entered an order preliminarily approving the parties proposed settlement of IN RE CITIGROUP INC. BOND LITIGATION, pursuant to which Citigroup and certain of its subsidiaries will pay $730 million in exchange for a release of all claims asserted on behalf of the settlement class. A fairness hearing is scheduled for July 23, 2013.

RMBS Litigation and Other Matters

Beginning in July 2010, Citigroup and certain of its subsidiaries have been named as defendants in complaints filed by purchasers of mortgage-backed security (“MBS”) and collateralized debt obligation (“CDO”) sold or underwritten by Citigroup and certain of its subsidiaries. The MBS-related complaints generally assert that the defendants made material misrepresentations and omissions about the credit quality of the mortgage loans underlying the securities, such as the underwriting standards to which the loans conformed, the loan-to-value ratio of the loans, and the extent to which the mortgaged properties were owner-occupied, and typically assert claims under Section 11 of the Securities Act of 1933, state blue sky laws, and/or common-law misrepresentation-based causes of action. The CDO-related complaints further allege that the defendants adversely selected or permitted the adverse selection of CDO collateral without full disclosure to investors. The plaintiffs in these actions generally seek rescission of their investments, recovery of their investment losses, or other damages. Other purchasers of MBS and CDOs sold or underwritten by Citigroup and certain of its subsidiaries have threatened to file additional suits, for some of which Citigroup and certain of its subsidiaries has agreed to toll (extend) the statute of limitations.

The filed actions generally are in the early stages of proceedings, and certain of the actions or threatened actions have been resolved through settlement or otherwise. The aggregate original purchase amount of the purchases at issue in the filed suits is approximately $12 billion, and the aggregate original purchase amount of the purchases covered by tolling agreements with investors threatening litigation is approximately $6 billion. The largest MBS investor claim against Citigroup and certain of its subsidiaries, as measured by the face value of purchases at issue, has been asserted by the Federal Housing Finance Agency, as conservator for Fannie Mae and Freddie Mac. This suit was filed on September 2, 2011, and has been coordinated in the United States District Court for the Southern District of New York with fifteen other related suits brought by the same plaintiff against various other financial institutions. Motions to dismiss in the coordinated suits have been denied in large part, and discovery is proceeding. An interlocutory appeal currently is pending in the United States Court of Appeals for the Second Circuit on issues common to all of the coordinated suits.

On April 5, 2013, the United States Court of Appeals for the Second Circuit denied defendants’ appeal from the district court’s denial of defendants’ motion to dismiss in FEDERAL HOUSING FINANCE AGENCY v. UBS AMERICAS, INC., ET AL., a parallel case to FEDERAL HOUSING FINANCE AGENCY v. ALLY FINANCIAL INC., ET AL., FEDERAL HOUSING FINANCE AGENCY v. CITIGROUP INC., ET AL., and FEDERAL HOUSING FINANCE AGENCY v. JPMORGAN CHASE & CO., ET AL.

On March 26, 2013, the United States Court of Appeals for the Second Circuit denied defendants’ petition for review of the district court’s October 15, 2012 order granting lead plaintiffs’ amended motion for class certification in NEW JERSEY CARPENTERS HEALTH FUND V. RESIDENTIAL CAPITAL LLC, ET AL. Plaintiffs allege federal securities law claims on behalf of a putative class of purchasers of MBSs issued by Residential Accredited Loans, Inc. CGM is named as an underwriter defendant.

On January 18, 2013, defendants filed a notice of appeal from the New York Supreme Court’s order granting in part and denying in part defendants’ motion to dismiss in LORELEY FINANCING (JERSEY) NO. 3 LTD., ET AL. v. CITIGROUP GLOBAL MARKETS INC., ET AL.

Auction-rate Securities-Related Litigation and Other Matters

Antitrust Actions: On March 5, 2013, the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of two putative class actions brought on behalf of purchasers and issuers of auction rate securities for alleged violations of Section 1 of the Sherman Antitrust Act.

Other Matters

Terra Securities ASA Konkursbo, et al. v. Citigroup Inc., et al.: On August 10, 2009, Norwegian securities firm Terra Securities ASA Konkursbo and seven Norwegian municipalities filed a complaint in the United States District Court for the Southern District of New York against Citigroup and certain of its subsidiaries, including CGM and Citigroup Alternative Investments LLC. The complaint asserts, among other things, claims for fraud and negligent misrepresentation as well as claims under Sections 10 and 20 of the Securities Exchange Act of 1934 arising out of the municipalities’ purchase of fund-linked notes acquired from the now-defunct securities firm, Terra Securities, which in turn acquired those notes from Citigroup and certain of its subsidiaries. Plaintiffs seek approximately $120 million in compensatory damages, plus punitive damages. Plaintiffs allege that, among other things, the municipalities invested in the notes after receiving purportedly false and materially misleading marketing materials that were allegedly prepared by defendants. On March 28, 2013, the United States District Court for the Southern District of New York granted defendants’ motion for summary judgment dismissing all remaining claims asserted by seven Norwegian municipalities. Plaintiffs filed a notice of appeal from this ruling to the United States Court of Appeals for the Second Circuit.

Item 1A.

Risk Factors

There have been no material changes to the risk factors set forth under Part 1, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 other than as described below.

As a result of leverage, small changes in the price of the Partnership’s positions may result in major losses.

The trading of commodity interests is speculative, volatile and involves a high degree of leverage. A small change in the market price of a commodity interest contract can produce major losses for the Partnership. Market prices can be influenced by, among other things, changing supply and demand relationships, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, weather and climate conditions, insects and plant disease, purchases and sales by foreign countries and changing interest rates.

An advisor that trades at a higher level of leverage will establish a greater number of positions than it would establish for an account of similar size traded at the advisor’s standard leverage. Accordingly, a greater amount of the Partnership’s assets will be committed to margin in such situations than if the advisor traded its program at standard leverage. Trading at a higher level of leverage may increase the volatility of the Partnership’s account.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

For the three months ended March 31, 2013, there were subscriptions of 3,116.5890 Class A Redeemable Units totaling $4,245,160. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder. The Redeemable Units were purchased by accredited investors as defined in Regulation D. In determining the applicability of the exemption, the General Partner relied on the fact that the Redeemable Units were purchased by accredited investors in a private offering.

Proceeds from the sale of Redeemable Units are used in the trading of commodity interests including futures contracts, options, forward and swap contracts.

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


Period	Class A (a) Total Number of Redeemable Units Purchased*		Class A (b) Average Price Paid per Redeemable Unit**		(c) Total Number of Redeemable Units Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Redeemable Units that May Yet Be Purchased Under the Plans or Programs
January 1, 2013- January 31, 2013		2,731.9750	$	1,370.25		N/A		N/A
February 1, 2013- February 28, 2013		3,142.9240	$	1,357.20		N/A		N/A
March 1, 2013- March 31, 2013		2,658.4570	$	1,369.59		N/A		N/A
		8,533.3560	$	1,365.24

Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end 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.

Mine Safety Disclosures. Not Applicable.

Item 5.

Other Information. None.

Item 6.

Exhibits


3.1(a)		Certificate of Limited Partnership dated June 30, 2003 (filed as Exhibit 3.1 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).

(b)		Certificate of Amendment of the Certificate of Limited Partnership dated September 21, 2005 (filed as Exhibit 3.1(a) to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).

(c)		Certificate of Amendment of the Certificate of Limited Partnership dated September 19, 2008 (filed as Exhibit 3.1(c) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

(d)		Certificate of Amendment of the Certificate of Limited Partnership dated September 28, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 30, 2009 and incorporated herein by reference).

(e)		Certificate of Amendment of the Certificate of Limited Partnership dated June 30, 2010 (filed as Exhibit 3.1(e) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated herein by reference).

(f)		Certificate of Amendment to the Certificate of Limited Partnership as filed in the office of the Secretary of State of the State of New York, dated 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		Fourth Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.2 to the Current Report on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

10.1(a)		Management Agreement among the Partnership, the General Partner and Altis (filed as Exhibit 10.1 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).

(b)		Letter from the General Partner to Altis extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.1(b) on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

10.2(a)		Management Agreement among the Partnership, the General Partner and Waypoint Capital Management LLC (filed as Exhibit 10.4 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).

(b)		Letter from the General Partner to Waypoint Capital Management LLC extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.1(b) on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

10.3		Customer Agreement between the Partnership, the General Partner and CGM (filed as Exhibit 10.9 to the General Form for Registration of Securities on Form 10 filed on April 30, 2008 and incorporated herein by reference).

10.4		Amended and Restated Agency Agreement between the Partnership, the General Partner, CGM and Morgan Stanley Smith Barney LLC (filed as Exhibit 10.8 to the Current Report on Form 8-K filed on August 4, 2010 and incorporated herein by reference).

10.5		Form of Subscription Agreement (filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on November 14, 2012 and incorporated herein by reference).



10.6		Joinder Agreement among the Partnership, the General Partner, CGM and Morgan Stanley Smith Barney LLC (filed as Exhibit 10 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 filed on August 14, 2009 and incorporated herein by reference).

10.7(a)		Management Agreement among the Partnership, the General Partner and PGR Capital LLP (filed as Exhibit 10.12 to the Current Report on Form 8-K Filed on November 4, 2010 and incorporated herein by reference).

(b)		Letter from the General Partner to PGR Capital LLP extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.6(b) on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

10.8(a)		Management Agreement among the Partnership, the General Partner and Blackwater Capital Management LLC (filed as Exhibit 10.13 to the Current Report on Form 8-K filed on November 4, 2010 and incorporated herein by reference).

(b)		Letter from the General Partner to Blackwater Capital Management LLC extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.7(b) on Form 10-K filed on March 27, 2012 and incorporated herein by reference).

10.9(a)		Management Agreement among the Partnership, the General Partner and J E Moody & Company LLC (filed as Exhibit 10.14 on Form 8-K filed on January 3, 2011 and incorporated herein by reference).

(b)		Letter from the General Partner to J E Moody & Company LLC extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.8(b) on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

10.10(a)		Management Agreement among the Partnership, the General Partner and Cirrus Capital Management LLC (filed as Exhibit 10.1 on Form 8-K filed on January 3, 2011 and incorporated herein by reference).

(b)		Letter from the General Partner to Cirrus Capital Management LLC extending the Management Agreement from June 30, 2012 to June 30, 2013 (filed as Exhibit 10.9(b) on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

10.11		Management Agreement among the Partnership, the General Partner and Willowbridge Associates Inc. (filed as Exhibit 10.17 to the Current Report on Form 8-K filed on June 2, 2011 and incorporated herein by reference).

(b)		Amendment to the Management Agreement among the Partnership, the General Partner and Willowbridge Associates, Inc. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2013 and incorporated herein by reference).

10.11		Management Agreement among the Partnership, the General Partner and Rotella Capital Management, Inc. (filed as Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarterly period September 30, 2012 filed on November 14, 2012 and incorporated herein by reference).

10.12		Management Agreement among the Partnership, the General Partner and Cambridge Strategy (Asset Management) Limited (filed as Exhibit 10.14 to the Quarterly Report on Form 10-Q for the quarterly period September 30, 2012 filed on November 14, 2012 and incorporated herein by reference).

10.13		Management Agreement among the Partnership, the General Partner and Bleecker Street Capital, LLC (filed as Exhibit 10.15 to the Quarterly Report on Form 10-Q for the quarterly period September 30, 2012 filed on November 14, 2012 and incorporated herein by reference).



10.14(a)		Escrow Agreement among Ceres Managed Futures LLC, Morgan Stanley Smith Barney LLC and The Bank of New York (filed as Exhibit 10.14(a) on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

(b)		Amendment No. 5 to Escrow Agreement among Ceres Managed Futures LLC, Morgan Stanley Smith Barney LLC and The Bank of New York (filed as Exhibit 10.14(b) on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

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

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

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

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

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema 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.

101.DEF XBRL Taxonomy Extension Definition 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.


EMERGING CTA PORTFOLIO L.P.

By:		Ceres Managed Futures LLC
		(General Partner)



By:		/s/ Walter Davis
		Walter Davis President and Director

Date: May 15, 2013



By:		/s/ Damian George
		Damian George Chief Financial Officer (Principal Accounting Officer and Director)

Date: May 15, 2013

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Emerging Cta Portfolio 10-Q2013 Q1 Quarterly report

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