UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

Commission file number: 000-53639

SAGE FUND LIMITED PARTNERSHIP

Organized in Maryland

IRS Employer Identification No.: 52-1937296

c/o Steben & Company, Inc.

9711 Washingtonian Blvd., Suite 400

Gaithersburg, Maryland 20878 (240) 631-7600

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

Yes S 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes S 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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer	£	Smaller Reporting Company	S

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

Yes £ No S

Part I: Financial Information

Item 1. Financial Statements

Sage Fund Limited Partnership

Statements of Financial Condition

September 30, 2013 (Unaudited) and December 31, 2012 (Audited)

	September 30, 2013			December 31, 2012
Assets
Equity in broker trading accounts
Cash	$	7,512,430		$	8,781,814
Net unrealized gain (loss) on open futures contracts		(388,104	)		303,308
Interest receivable		340			135
Total equity in broker trading accounts		7,124,666			9,085,257
Cash and cash equivalents		1,988,562			2,089,773
Investments in securities, at fair value		10,534,784			17,257,782
Certificates of deposit, at fair value		401,228			1,653,419
General Partner 1% allocation receivable		17,154			52,351
Total assets	$	20,066,394		$	30,138,582

Liabilities and Partners’ Capital (Net Asset Value)
Liabilities
Trading Advisor management fee payable	$	12,531		$	18,664
Commissions and other trading fees payable on open contracts		5,107			7,978
Cash Manager fees payable		4,114			9,232
General Partner management fee payable		18,333			27,553
Selling Agent fees payable - General Partner		49,998			75,145
Administrative expenses payable - General Partner		12,529			18,825
Redemptions payable		1,092,041			753,660
Total liabilities		1,194,653			911,057

Partners’ Capital (Net Asset Value)
Class A Interests – 12,605.9394 units and 17,855.8705 units outstanding at September 30, 2013 and December 31, 2012, respectively		18,871,741			29,227,525
Total liabilities and partners’ capital (net asset value)	$	20,066,394		$	30,138,582

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

Sage Fund Limited Partnership

Condensed Schedule of Investments

September 30, 2013

(Unaudited)

				Description			Fair Value		% of Partners’ Capital (Net Asset Value)
INVESTMENTS IN SECURITIES
	U.S. Treasury Securities
	Face Value		Maturity Date	Name	Yield¹
	$	200,000	10/31/13	U.S. Treasury Note	2.75	%	$	202,731		1.07	%
		500,000	11/15/13	U.S. Treasury Note	0.50	%		501,218		2.65	%
		200,000	12/31/13	U.S. Treasury Note	1.50	%		201,477		1.07	%
		300,000	12/31/13	U.S. Treasury Note	0.13	%		300,153		1.59	%
		250,000	2/28/14	U.S. Treasury Note	1.88	%		252,286		1.34	%
		200,000	4/15/14	U.S. Treasury Note	1.25	%		202,412		1.07	%
		250,000	4/30/14	U.S. Treasury Note	0.25	%		250,516		1.33	%
		400,000	5/15/14	U.S. Treasury Note	1.00	%		403,776		2.14	%
		250,000	5/31/14	U.S. Treasury Note	0.25	%		250,484		1.33	%
		200,000	6/30/14	U.S. Treasury Note	2.63	%		205,100		1.09	%
		200,000	7/15/14	U.S. Treasury Note	0.63	%		201,093		1.07	%
		500,000	7/31/14	U.S. Treasury Note	2.63	%		512,660		2.71	%
		250,000	8/31/14	U.S. Treasury Note	2.38	%		255,655		1.35	%
		300,000	9/15/14	U.S. Treasury Note	0.25	%		300,432		1.59	%
		250,000	10/31/14	U.S. Treasury Note	0.25	%		250,555		1.33	%
		175,000	12/15/14	U.S. Treasury Note	0.25	%		175,320		0.93	%
	Total U.S. Treasury securities (cost: $4,489,508)							4,465,868		23.66	%

	U.S. Commercial Paper
	Face Value		Maturity Date	Name	Yield¹
	Automotive
	$	200,000	11/20/13	BMW US Capital, LLC	0.10	%		199,972		1.06	%
	Banks
		140,000	10/9/13	Bank of Tokyo-Mitsubishi UFJ, Ltd.	0.17	%		139,995		0.74	%
		200,000	12/3/13	Credit Suisse (USA), Inc.	0.16	%		199,944		1.06	%
		200,000	10/23/13	HSBC USA Inc.	0.18	%		199,978		1.06	%
		150,000	10/11/13	Union Bank	0.18	%		149,993		0.79	%
	Diversified Financial Services
		250,000	10/8/13	AXA Financial, Inc.	0.28	%		249,986		1.32	%
		100,000	10/22/13	ING (U.S.) Funding LLC	0.20	%		99,988		0.54	%
	Total U.S. commercial paper (cost: $1,239,687)							1,239,856		6.57	%

	Foreign Commercial Paper
	Face Value		Maturity Date	Name	Yield¹
	Energy
	$	250,000	11/14/13	Electricite de France	0.22	%		249,947		1.32	%
	Total foreign commercial paper (cost: $249,838)							249,947		1.32	%
	Total commercial paper (cost: $1,489,525)							1,489,803		7.89	%

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

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

September 30, 2013

(Unaudited)

			Description			Fair Value		% of Partners’ Capital (Net Asset Value)
U.S. Corporate Notes
	Face Value	Maturity Date	Name	Yield¹
Aerospace
$	200,000	12/2/13	United Technologies	0.53	%	$	200,196		1.06	%
Automotive
	250,000	7/31/15	Daimler Finance North America LLC	1.30	%		251,636		1.33	%
Banks
	100,000	4/1/15	Bank of America	4.50	%		107,181		0.57	%
	100,000	3/22/16	Bank of America	1.07	%		100,360		0.53	%
	11,000	4/1/14	Citigroup Inc.	1.20	%		11,032		0.06	%
	250,000	4/1/16	Citigroup Inc.	1.30	%		251,109		1.33	%
	100,000	2/7/14	Goldman Sachs	1.27	%		100,385		0.53	%
	275,000	2/26/16	JPMorgan Chase & Co.	0.88	%		275,871		1.46	%
	300,000	1/9/14	Morgan Stanley	0.57	%		300,063		1.59	%
Biotechnology
	225,000	12/1/14	Gilead Sciences, Inc.	2.40	%		231,219		1.23	%
Computers
	275,000	5/30/14	Hewlett-Packard	0.66	%		274,441		1.45	%
	50,000	9/19/14	Hewlett-Packard	1.80	%		50,529		0.27	%
Diversified Financial Services
	250,000	5/8/14	American Honda Finance Corp.	0.72	%		250,874		1.33	%
	100,000	1/8/16	General Electric Capital Corp.	0.47	%		99,417		0.53	%
	250,000	6/5/14	PACCAR Financial Corp.	0.51	%		250,528		1.33	%
	150,000	10/11/13	Toyota Motor Credit Corp.	0.72	%		150,264		0.80	%
Energy
	150,000	6/30/14	Arizona Public Service Company	5.80	%		157,683		0.84	%
Insurance
	375,000	3/20/15	American International Group, Inc.	3.00	%		386,110		2.05	%
Manufacturing
	225,000	10/9/15	General Electric Company	0.85	%		226,274		1.20	%
Media
	100,000	4/15/16	NBCUniversal Media, LLC	0.81	%		100,202		0.53	%
Telecommunications
	225,000	2/13/15	AT&T Inc.	0.88	%		225,400		1.19	%
Total U.S. corporate notes (cost: $4,001,588)							4,000,774		21.21	%

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

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

September 30, 2013

(Unaudited)

				Description			Fair Value			% of Partners’ Capital (Net Asset Value)
	Foreign Corporate Notes
		Face Value	Maturity Date	Name	Yield¹
	Banks
	$	275,000	4/14/14	Danske Bank A/S	1.32	%	$	276,294		1.46	%
	Energy
		50,000	10/1/15	BP Capital Markets PLC	3.13	%		53,158		0.28	%
		250,000	5/20/16	Petrobras Global Finance BV	1.88	%		248,887		1.32	%
	Total foreign corporate notes (cost: $578,112)							578,339		3.06	%
	Total corporate notes (cost: $4,579,700)							4,579,113		24.27	%

	Total investments in securities (cost: $10,558,733)						$	10,534,784		55.82	%

CERTIFICATES OF DEPOSIT
U.S. Certificates of Deposit
		Face Value	Maturity Date	Name	Yield¹
	Banks
	$	150,000	6/9/14	Credit Suisse Group AG (NY)	0.50	%	$	150,396		0.80	%
		250,000	5/30/14	UBS AG (NY)	0.52	%		250,832		1.33	%
	Total U.S. certificates of deposit (cost: $400,000)						$	401,228		2.13	%

OPEN FUTURES CONTRACTS
	Long U.S. Futures Contracts
				Agricultural commodities			$	(11,300	)	(0.06	)%
				Currencies				68,026		0.36	%
				Energy				(57,292	)	(0.31	)%
				Equity indices				(33,451	)	(0.18	)%
				Interest rate instruments				61,963		0.33	%
				Metals				(163,160	)	(0.86	)%
	Net unrealized loss on open long U.S. futures contracts							(135,214	)	(0.72	)%

	Short U.S. Futures Contracts
				Agricultural commodities²				290,063		1.54	%
				Currencies				2,181		0.01	%
				Energy				2,636		0.01	%
				Interest rate instruments				(107,195	)	(0.57	)%
				Metals
				LME Copper (34 contracts, Oct 2013 - Jan 2014)				(189,175	)	(1.00	)%
				Other²				(250,685	)	(1.33	)%
	Net unrealized loss on open short U.S. futures contracts							(252,175	)	(1.34	)%

	Total U.S. futures contracts - net unrealized loss on open U.S. futures contracts							(387,389	)	(2.05	)%

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

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

September 30, 2013

(Unaudited)

	Description	Fair Value			% of Partners’ Capital (Net Asset Value)
Long Foreign Futures Contracts
	Agricultural commodities	$	51,965			0.28	%
	Currencies		121,778			0.64	%
	Energy		(13,672	)		(0.07	)%
	Equity indices		(70,225	)		(0.37	)%
	Interest rate instruments		89,105			0.47	%
	Metals		(33,151	)		(0.18	)%
Net unrealized gain on open long foreign futures contracts			145,800			0.77	%

Short Foreign Futures Contracts
	Agricultural commodities		33,770			0.18	%
	Currencies		36,831			0.20	%
	Interest rate instruments²		(217,055	)		(1.15	)%
	Metals		(61	)		(0.00	)%
Net unrealized loss on open short foreign futures contracts			(146,515	)		(0.78	)%

Total foreign futures contracts - net unrealized loss on open foreign futures contracts			(715	)		(0.00	)%

Net unrealized loss on open futures contracts		$	(388,104	)		(2.06	)%

¹Represents the annualized yield at date of purchase for discount securities, the stated coupon rate for coupon-bearing securities, or the stated interest rate for certificates of deposit.

²No individual futures or forward currency contract position constituted one percent or greater of partners’ capital (net asset value). Accordingly, the number of contracts and expiration dates are not presented.

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

Sage Fund Limited Partnership

Condensed Schedule of Investments

December 31, 2012

(Audited)

				Description			Fair Value		% of Partners’ Capital (Net Asset Value)
INVESTMENTS IN SECURITIES
	U.S. Treasury Securities
		Face Value	Maturity Date	Name	Yield¹
	$	225,000	1/15/13	U.S. Treasury Note	1.38	%	$	226,528		0.78	%
		500,000	2/28/13	U.S. Treasury Note	0.63	%		501,495		1.71	%
		300,000	7/31/13	U.S. Treasury Note	3.38	%		309,827		1.06	%
		250,000	9/30/13	U.S. Treasury Note	0.13	%		250,012		0.86	%
		200,000	10/31/13	U.S. Treasury Note	2.75	%		205,184		0.70	%
		300,000	11/15/13	U.S. Treasury Note	0.50	%		301,027		1.03	%
		200,000	12/31/13	U.S. Treasury Note	1.50	%		202,610		0.69	%
		300,000	12/31/13	U.S. Treasury Note	0.13	%		299,814		1.03	%
	Total U.S. Treasury securities (cost:$2,307,070)							2,296,497		7.86	%

	U.S. Government Sponsored Enterprise Notes
		Face Value	Maturity Date	Name	Yield¹
	$	400,000	1/9/13	Federal Home Loan Mortgage Corp.	1.38	%		402,725		1.38	%
		300,000	8/9/13	Federal National Mortgage Assoc.	0.50	%		301,170		1.03	%
	Total U.S. government sponsored enterprise notes (cost: $708,331)							703,895		2.41	%

	U.S. Commercial Paper
		Face Value	Maturity Date	Name	Yield¹
	Banks
	$	150,000	2/19/13	HSBC USA Inc.	0.25	%		149,950		0.51	%
		250,000	3/4/13	Standard Chartered Bank	0.25	%		249,892		0.85	%
	Diversified Financial Services
		150,000	1/11/13	PACCAR Financial Corp.	0.16	%		149,993		0.51	%
		100,000	1/31/13	River Fuel Funding Company #3, Inc.	0.18	%		99,985		0.34	%
		150,000	1/22/13	UOB Funding LLC	0.18	%		149,984		0.51	%
	Energy
		200,000	1/4/13	Motiva Enterprises LLC	0.18	%		199,997		0.68	%
		250,000	1/2/13	NextEra Energy Capital Holdings, Inc.	0.42	%		249,997		0.86	%
		305,000	1/14/13	ONEOK, Inc.	0.40	%		304,956		1.06	%
	Total U.S. commercial paper (cost: $1,554,421)							1,554,754		5.32	%

	Foreign Commercial Paper
		Face Value	Maturity Date	Name	Yield¹
	Diversified Financial Services
	$	200,000	1/17/13	Toyota Credit Canada Inc.	0.22	%		199,980		0.68	%
		Energy
		250,000	1/4/13	GDF Suez	0.22	%		249,995		0.86	%
	Household Products
		250,000	4/8/13	Reckitt Benckiser Treasury Services PLC	0.80	%		249,843		0.85	%
	Total foreign commercial paper (cost: $697,876)							699,818		2.39	%
	Total commercial paper (cost: $2,252,297)							2,254,572		7.71	%

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

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2012

(Audited)

			Description			Fair Value		% of Partners’ Capital (Net Asset Value)
U.S. Corporate Notes
Face Value		Maturity Date	Name	Yield¹
Aerospace
$	500,000	12/2/13	United Technologies Corporation	0.58	%	$	501,606		1.72	%
Automotive
	250,000	7/31/15	Daimler Finance North America LLC	1.30	%		252,804		0.86	%
Banks
	350,000	1/30/14	Bank of America	1.73	%		354,001		1.21	%
	11,000	4/1/14	Citigroup Inc.	1.29	%		11,048		0.04	%
	100,000	2/7/14	Goldman Sachs Group, Inc.	1.31	%		100,491		0.34	%
	275,000	5/2/14	JPMorgan Chase & Co.	1.06	%		277,008		0.95	%
	300,000	1/9/14	Morgan Stanley	0.65	%		298,339		1.02	%
	309,000	5/1/13	Wachovia	5.50	%		316,970		1.08	%
Beverages
	50,000	7/14/14	Anheuser-Busch InBev Worldwide Inc.	0.71	%		50,267		0.17	%
	380,000	8/15/13	Coca-Cola Enterprises, Inc.	5.00	%		398,034		1.36	%
Biotechnology
	100,000	12/1/14	Gilead Sciences, Inc.	2.40	%		103,330		0.35	%
Computers
	275,000	5/30/14	Hewlett-Packard Company	0.71	%		269,692		0.92	%
	50,000	9/19/14	Hewlett-Packard Company	1.86	%		49,575		0.17	%
Diversified Financial Services
	250,000	5/8/14	American Honda Finance Corporation	0.76	%		251,332		0.86	%
	200,000	8/11/15	American Honda Finance Corporation	1.00	%		201,736		0.69	%
	200,000	5/24/13	BlackRock, Inc.	0.61	%		200,343		0.69	%
	200,000	4/5/13	Caterpillar Financial Services Corp.	2.00	%		201,851		0.69	%
	55,000	4/1/14	Caterpillar Financial Services Corp.	0.65	%		55,300		0.19	%
	250,000	4/7/14	General Electric Capital Corporation	0.98	%		251,922		0.86	%
	160,000	4/3/13	John Deere Capital Corporation	4.50	%		163,446		0.56	%
	250,000	6/5/14	PACCAR Financial Corp.	0.56	%		250,639		0.86	%
	150,000	10/11/13	Toyota Motor Credit Corporation	0.80	%		150,785		0.52	%
	275,000	2/17/15	Toyota Motor Credit Corporation	1.00	%		277,882		0.95	%
Energy
	100,000	4/15/13	PSEG Power LLC	2.50	%		101,105		0.35	%
Healthcare
	290,000	3/1/14	Roche Holdings, Inc.	5.00	%		309,478		1.06	%
Insurance
	200,000	2/11/13	Berkshire Hathaway Inc.	0.74	%		200,349		0.69	%
	200,000	4/15/13	Pacific Life Global Funding	5.15	%		204,832		0.70	%
Manufacturing
	410,000	6/21/13	Danaher Corporation	0.56	%		410,460		1.40	%
	225,000	10/9/15	General Electric Company	0.85	%		226,226		0.77	%
Media
	150,000	12/1/14	The Walt Disney Company	0.88	%		151,357		0.52	%
	100,000	12/1/15	The Walt Disney Company	0.45	%		99,547		0.34	%
	100,000	7/1/13	Time Warner Cable Inc.	6.20	%		105,845		0.36	%

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

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2012

(Audited)

			Description			Fair Value		% of Partners’ Capital (Net Asset Value)
U.S. Corporate Notes (continued)
Face Value		Maturity Date	Name	Yield¹
Pharmaceutical
$	150,000	11/6/15	AbbVie Inc.	1.07	%	$	151,985		0.52	%
	100,000	2/12/15	Express Scripts Holding Company	2.10	%		102,675		0.35	%
	100,000	3/1/13	McKesson Corporation	5.25	%		102,495		0.35	%
Retail
	250,000	7/18/14	Target	0.49	%		250,995		0.86	%
	150,000	8/1/13	Walgreen	4.88	%		156,747		0.54	%
Telecommunications
	225,000	2/13/15	AT&T Inc.	0.88	%		226,810		0.78	%
	140,000	3/14/14	Cisco Systems, Inc.	0.56	%		140,421		0.48	%
	330,000	3/28/14	Verizon Communications Inc.	0.92	%		331,987		1.14	%
Transportation
	200,000	1/15/13	United Parcel Service, Inc.	4.50	%		204,437		0.70	%
Total U.S. corporate notes (cost: $8,513,011)							8,466,152		28.97	%

Foreign Corporate Notes
Face Value		Maturity Date	Name	Yield¹
Automotive
$	200,000	4/1/14	Volkswagen International Finance NV	0.97	%		201,157		0.69	%
Banks
	200,000	6/28/13	Bank of Montreal	2.13	%		201,732		0.69	%
	275,000	4/14/14	Danske Bank A/S	1.39	%		271,404		0.93	%
	250,000	1/18/13	HSBC Bank PLC	0.72	%		250,423		0.86	%
	550,000	3/15/13	ING Bank N.V.	1.36	%		551,137		1.88	%
	250,000	6/17/13	KfW Bankengruppe	0.22	%		250,032		0.86	%
	350,000	2/4/13	Rabobank Nederland	0.46	%		350,238		1.19	%
	270,000	7/26/13	Toronto-Dominion Bank	0.49	%		270,466		0.93	%
Energy
	175,000	3/25/13	Shell International Finance B.V.	1.88	%		176,500		0.60	%
Multi-national
	200,000	8/1/13	International Finance Corporation	0.33	%		200,456		0.69	%
Pharmaceutical
	250,000	3/28/13	Sanofi	0.51	%		250,193		0.86	%
	260,000	3/28/14	Sanofi	0.62	%		260,989		0.89	%
	250,000	3/17/15	Takeda Pharmaceutical Co Ltd	1.03	%		251,728		0.86	%
	50,000	3/21/14	Teva Pharmaceutical Finance III BV	0.81	%		50,211		0.17	%
Total foreign corporate notes (cost: $3,543,854)							3,536,666		12.10	%
Total corporate notes (cost: $12,056,865)							12,002,818		41.07	%

Total investments in securities (cost: $17,324,563)						$	17,257,782		59.05	%

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

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2012

(Audited)

				Description				Fair Value			% of Partners’ Capital (Net Asset Value)
CERTIFICATES OF DEPOSIT
U.S. Certificates of Deposit
		Face Value	Maturity Date	Name	Yield¹
	Banks
	$	250,000	2/11/13	Bank of Tokyo-Mitsubishi UFJ, Ltd. (NY)		0.49	%	$	250,547		0.86	%
		250,000	7/26/13	BB&T		0.48	%		250,862		0.86	%
		150,000	7/25/13	Credit Suisse (NY)		0.82	%		150,214		0.50	%
		250,000	3/1/13	Mizuho Corporate Bank (NY)		0.46	%		250,467		0.86	%
		250,000	2/8/13	Norinchukin Bank (NY)		0.52	%		250,584		0.86	%
		250,000	3/1/13	PNC Bank		0.41	%		250,164		0.86	%
	Total U.S. certificates of deposit (cost: $1,399,630)								1,402,838		4.80	%

	Foreign Certificates of Deposit
		Face Value	Maturity Date	Name		Yield¹
	Banks
	$	250,000	10/22/13	Sumitomo Mitsui Bank		0.60	%		250,581		0.86	%
	Total foreign certificates of deposit (cost: $250,000)								250,581		0.86	%

	Total certificates of deposit (cost: $1,649,630)							$	1,653,419		5.66	%

OPEN FUTURES CONTRACTS
	Long U.S. Futures Contracts
				Agricultural commodities				$	(103,158	)	(0.36	)%
				Currencies					(71,117	)	(0.24	)%
				Energy					17,668		0.06	%
				Equity indices					37,275		0.13	%
				Interest rate instruments					81,330		0.28	%
				Metals					207,871		0.71	%
	Net unrealized gain on open long U.S. futures contracts								169,869		0.58	%

	Short U.S. Futures Contracts
				Agricultural commodities					154,607		0.54	%
				Currencies					68,492		0.23	%
				Energy					(66,966	)	(0.23	)%
				Metals²					(537,070	)	(1.84	)%
	Net unrealized loss on open short U.S. futures contracts								(380,937	)	(1.30	)%

	Total U.S. futures contracts - net unrealized loss on open U.S. futures contracts								(211,068	)	(0.72	)%

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

Sage Fund Limited Partnership

Condensed Schedule of Investments (continued)

December 31, 2012

(Audited)

	Description	Fair Value			% of Partners’ Capital (Net Asset Value)
Long Foreign Futures Contracts
	Agricultural commodities	$	(95,643	)		(0.33	)%
	Currencies²		499,479			1.71	%
	Energy		66,880			0.23	%
	Equity indices		124,965			0.43	%
	Interest rate instruments		9,432			0.03	%
	Metals		87,853			0.30	%
Net unrealized gain on open long foreign futures contracts			692,966			2.37	%

Short Foreign Futures Contracts
	Agricultural commodities		20,911			0.08	%
	Currencies		(89,691	)		(0.31	)%
	Energy		6			0.00	%
	Interest rate instruments		(109,816	)		(0.38	)%
Net unrealized loss on open short foreign futures contracts			(178,590	)		(0.61	)%

Total foreign futures contracts - net unrealized gain on open foreign futures contracts			514,376			1.76	%

Net unrealized gain on open futures contracts		$	303,308			1.04	%

¹Represents the annualized yield at date of purchase for discount securities, the stated coupon rate for coupon-bearing securities, or the stated interest rate for certificates of deposit.

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

Sage Fund Limited Partnership

Statements of Operations

For the Three and Nine Months Ended September 30, 2013 and 2012

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Loss from Futures Trading
Net realized gain (loss)	$	(705,066	)	$	885,634		$	51,789		$	2,378,888
Net change in unrealized loss		(1,729,347	)		(1,186,337	)		(691,412	)		(3,370,270	)
Brokerage commissions and trading expenses		(21,713	)		(33,918	)		(73,905	)		(85,406	)
Net loss from futures trading		(2,456,126	)		(334,621	)		(713,528	)		(1,076,788	)

Net Investment Loss
Income
Interest income		37,626			119,648			139,179			370,076
Net realized and change in unrealized gain (loss) on securities and certificates of deposit		(9,049	)		16,299			(64,773	)		175,503
Total income		28,577			135,947			74,406			545,579
Expenses
Trading Advisor management fee		40,892			99,182			143,092			324,319
Cash Manager fees		4,365			8,125			16,189			26,609
Selling Agent fees		162,063			295,102			567,781			970,326
Administrative expenses – General Partner		211,852			228,526			698,713			734,367
General Partner management fee		59,424			108,204			208,187			355,786
General Partner 1% allocation		(27,349	)		(7,832	)		(17,154	)		(24,513	)
Total expenses		451,247			731,307			1,616,808			2,386,894
Administrative expenses waived		(171,241	)		(154,591	)		(556,450	)		(491,275	)
Net total expenses		280,006			576,716			1,060,358			1,895,619
Net investment loss		(251,429	)		(440,769	)		(985,952	)		(1,350,040	)
Net Loss	$	(2,707,555	)	$	(775,390	)	$	(1,699,480	)	$	(2,426,828	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Decrease in net asset value per Unit	$	(198.67	)	$	(39.55	)	$	(139.74	)	$	(108.24	)

Net loss per Unit	$	(201.80	)	$	(37.15	)	$	(113.36	)	$	(106.01	)
(based on weighted average number of units outstanding)

Weighted average number of Units outstanding		13,416.7378			20,869.2278			14,992.1938			22,892.3466

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

Sage Fund Limited Partnership

Statements of Cash Flows

For the Nine Months Ended September, 2013 and 2012

(Unaudited)

	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities
Net loss	$	(1,699,480	)	$	(2,426,828	)
Adjustments to reconcile net loss to net cash provided by operating activities
Net change in unrealized loss from futures trading		691,412			3,370,270
Purchases of securities and certificates of deposit		(22,618,900	)		(43,156,884	)
Proceeds from disposition of securities and certificates of deposit		30,529,316			55,360,357
Net realized and change in unrealized (gain) loss on securities and certificates of deposit		64,773			(175,503	)
Changes in
Interest receivable		(205	)		(23	)
General Partner 1% allocation receivable/payable		35,197			224,250
Trading Advisor management fee payable		(6,133	)		(12,303	)
Commissions and other trading fees payable on open contracts		(2,871	)		2,458
Cash Manager fees payable		(5,118	)		(5,027	)
General Partner management fee payable		(9,220	)		(13,553	)
Selling Agent fees payable – General Partner		(25,147	)		(36,965	)
Administrative expenses payable – General Partner		(6,296	)		(9,256	)
Net cash provided by operating activities		6,947,328			13,120,993

Cash flows from financing activities
Subscriptions		—			623,697
Subscriptions received in advance		—			11,213
Redemptions		(8,317,923	)		(13,036,001	)
Net cash used in financing activities		(8,317,923	)		(12,401,091	)

Net increase (decrease) in cash and cash equivalents		(1,370,595	)		719,902
Cash and cash equivalents, beginning of period		10,871,587			13,002,950
Cash and cash equivalents, end of period	$	9,500,992		$	13,722,852

End of period cash and cash equivalents consists of
Cash in broker trading accounts	$	7,512,430		$	12,080,453
Cash and cash equivalents		1,988,562			1,642,399
Total end of period cash and cash equivalents	$	9,500,992		$	13,722,852

Supplemental disclosure of cash flow information
Prior period redemptions paid	$	753,660		$	1,406,594
Prior period subscriptions received in advance	$	—		$	131,216

Supplemental schedule of non-cash financing activities
Redemptions payable	$	1,092,041		$	494,817

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

Sage Fund Limited Partnership

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

For the Nine Months Ended September 30, 2013 and 2012

(Unaudited)

	Units			Amount
Nine Months Ended September 30, 2013
Balance at December 31, 2012		17,855.8705		$	29,227,525
Net loss					(1,699,480	)
Subscriptions		—			—
Redemptions		(5,249.9311	)		(8,656,304	)
Balance at September 30, 2013		12,605.9394		$	18,871,741

Nine Months Ended September 30, 2012
Balance at December 31, 2011		26,635.2051		$	50,177,955
Net loss					(2,426,828	)
Subscriptions		405.6334			754,913
Redemptions		(6,551.6565	)		(12,124,224	)
Balance at September 30, 2012		20,489.1820		$	36,381,816

	Net Asset Value Per Unit

September 30, 2013	$	1,497.05
December 31, 2012		1,636.79
September 30, 2012		1,775.66
December 31, 2011		1,883.90

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

Sage Fund Limited Partnership

Notes to Financial Statements

(Unaudited)

Organization and Summary of Significant Accounting Policies

Description of the Fund

Sage Fund Limited Partnership (“Fund”) is a Maryland limited partnership, which operates as a commodity investment pool that commenced operations on August 2, 1995. The Fund issues Class A units of limited partner interests (“Units”), which represent units of fractional undivided beneficial interest in and ownership of the Fund. The Fund will automatically terminate on December 31, 2025, unless terminated earlier as provided in the Second Amended and Restated Limited Partnership Agreement (“Partnership Agreement”). During 2012, the fund closed to new investments.

The Partnership Agreement provides that if the Fund’s net asset value per Unit declines to 50% or less of the highest net asset value per Unit at the start of any fiscal year, the Fund will suspend trading and liquidate its securities and commodity interest positions. If trading is suspended, the General Partner will inform each limited partner of the suspension and any limited partner may, at that time, elect to withdraw from the Fund before trading is resumed. At September 30, 2013, the net asset value per Unit of the Fund was $1,497.05, which is a decline of 47% from the net asset value per Unit on January 1, 2009 of $2,847.19, the highest net asset value per Unit at the start of any fiscal year.

The Fund uses a commodity trading advisor to engage in the speculative trading of futures contracts and other financial instruments traded in the United States (“U.S.”) and internationally. The Fund primarily trades futures contracts within six major market sectors: interest rates instruments, equity indices, energy, currencies, metals and agricultural commodities.

The Fund is a registrant with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the U.S. Securities Exchange Act of 1934, as amended (“1934 Act”). As a registrant, the Fund is subject to the regulations of the SEC and the disclosure requirements of the 1934 Act. As a commodity pool, the Fund is subject to the regulations of the U.S. Commodity Futures Trading Commission (“CFTC”), an agency of the U.S. Government, which regulates most aspects of the commodity futures industry; rules of the National Futures Association (“NFA”), an industry self-regulatory organization; rules of Financial Industry Regulatory Authority (“FINRA”), an industry self-regulatory organization; and the requirements of commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of its futures broker.

Steben & Company, Inc. (“General Partner”), is the general partner of the Fund and a Maryland corporation registered with the CFTC as a commodity pool operator and a commodities introducing broker, and is also registered with the SEC as a registered investment advisor and a broker dealer. The General Partner is a member of the NFA and FINRA. The General Partner manages all aspects of the Fund’s business and serves as one of the Fund’s selling agents.

Altis Partners (Jersey) Ltd. (“Trading Advisor”) is the sole trading advisor for the Fund. The Trading Advisor uses the Altis Global Futures Portfolio (“Trading Program”), a proprietary, systematic trading system that deploys multiple trading strategies utilizing derivatives that seek to identify and exploit directional moves in market behavior to a broad and diversified range of global markets.

Significant Accounting Policies

Accounting Principles

The Fund’s financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

Futures contracts, investments in securities and certificates of deposit are recorded on a trade date basis, and gains or losses are realized when contracts/positions are liquidated. Realized gains and losses on investments in securities and certificates of deposit are determined on a specific identification basis and are included in net realized and change in unrealized gain (loss) in the statements of operations. Unrealized gains and losses on open contracts (the difference between contract trade price and fair value) are reported in the statements of financial condition as net unrealized gain or loss, as there exists a right of offset of any unrealized gains or losses. The difference between cost and the fair value of open investments in securities and certificates of deposit is reflected as unrealized gain or loss on investments in securities and certificates of deposit. Any change in net unrealized gain or loss from the preceding period is reported in the statements of operations. Interest income earned on investments in securities, certificates of deposit and other cash and cash equivalent balances is recorded on an accrual basis.

Fair Value of Financial Instruments

Financial instruments are recorded at fair value, the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities recorded at fair value are classified within a fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. This fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The levels of the fair value hierarchy are described below:

§	Level 1 –	Fair value is based on unadjusted quoted prices for identical instruments in active markets. Financial instruments using Level 1 inputs include futures contracts, money market funds and U.S. Treasury securities.

§	Level 2 –	Fair value is based on quoted prices for similar instruments in active markets and inputs other than quoted prices that are observable for the financial instrument, such as interest rates and yield curves that are observable at commonly quoted intervals using a market approach. Financial instruments using Level 2 inputs include certificates of deposit, commercial paper, corporate notes and U.S. and foreign government sponsored enterprise notes.

§	Level 3 –	Fair value is based on valuation techniques in which one or more significant inputs are unobservable. The Fund has no financial instruments valued using Level 3 inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The Fund assesses the classification of the instruments at each measurement date, and any transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Fund’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. For the periods ended September 30, 2013 and December 31, 2012, there were no such transfers between levels.

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows.

The investments in money market funds, included in cash and cash equivalents in the statements of financial condition, and futures contracts, all of which are exchange-traded, are valued using quoted prices for identical assets and are classified within Level 1.

U.S. Treasury securities are recorded at fair value based on bid and ask quotes for identical instruments. Commercial paper, certificates of deposit, corporate notes and U.S. and foreign government sponsored enterprise notes are recorded at fair value based on bid and ask quotes for similar, but not identical, instruments. Accordingly, U.S. Treasury securities are classified within Level 1, and commercial paper, certificates of deposit, corporate notes and U.S. and foreign government sponsored enterprise notes are classified within Level 2.

Cash and Cash Equivalents

Cash and cash equivalents may include cash, money market accounts and short-term investments with maturities of three months or less at the date of acquisition and that are not held for sale in the normal course of business. The Fund maintains deposits with financial institutions in amounts that are in excess of federally insured limits; however, the Fund does not believe it is exposed to any significant credit risk.

Brokerage Commissions and Trading Expenses

Brokerage commissions and trading expenses include brokerage and other trading fees, and are charged to expense when contracts are opened and closed.

Redemptions Payable

Redemptions payable represent redemptions that meet the requirements of the Fund and have been approved by the General Partner prior to period-end. These redemptions have been recorded using the period-end net asset value per Unit.

Income Taxes

The Fund prepares calendar year U.S. and applicable state and local tax returns. The Fund is not subject to federal income taxes as each partner is individually liable for his or her allocable share of the Fund’s income, expenses and trading gains or losses. The Fund evaluates the tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense and asset or liability in the current year. Management has determined there are no material uncertain income tax positions through September 30, 2013. With few exceptions, the Fund is no longer subject to U.S. or state and local income tax examinations by tax authorities for years before 2009.

Foreign Currency Transactions

The Fund has certain investments denominated in foreign currencies. The purchase and sale of investments, and income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of investments held. Such fluctuations are included with the net realized and change in unrealized gain or loss on such investments in the statements of operations.

Reclassification

Certain reclassifications may have been made in the 2012 financial statements and notes to conform to the 2013 presentation, without affecting previously reported partners’ capital (net asset value).

Fair Value Disclosures

The Fund’s assets and liabilities, measured at fair value on a recurring basis, are summarized in the following tables by the type of inputs applicable to the fair value measurements:

At September 30, 2013
	Level 1			Level 2		Total
Equity in broker trading accounts:
Net unrealized loss on open futures contracts*	$	(388,104	)	$	—	$	(388,104	)
Cash and cash equivalents:
Money market fund		756,549			—		756,549
Investments in securities:
U.S. Treasury securities*		4,465,868			—		4,465,868
U.S. government sponsored enterprise notes*		—			—		—
Commercial paper*		—			1,489,803		1,489,803
Corporate notes*		—			4,579,113		4,579,113
Certificates of deposit*		—			401,228		401,228
Total	$	4,834,313		$	6,470,144	$	11,304,457

*See the condensed schedule of investments for further description.

At December 31, 2012
	Level 1		Level 2		Total
Equity in broker trading accounts:
Net unrealized gain on open futures contracts*	$	303,308	$	—	$	303,308
Cash and cash equivalents:
Money market fund		570,007		—		570,007
Investments in securities:
U.S. Treasury securities*		2,296,497		—		2,296,497
U.S. government sponsored enterprise notes*		—		703,895		703,895
Commercial paper*		—		2,254,572		2,254,572
Corporate notes*		—		12,002,818		12,002,818
Certificates of deposit*		—		1,653,419		1,653,419
Total	$	3,169,812	$	16,614,704	$	19,784,516

*See the condensed schedule of investments for further description.

There were no Level 3 holdings at September 30, 2013 or December 31, 2012, or during the periods then ended.

In addition to the financial instruments listed above, substantially all of the Fund’s other assets and liabilities are considered financial instruments and are reflected at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instruments.

Derivative Instruments Disclosures

The Fund’s derivative contracts are comprised of future contracts, none of which are designated as hedging instruments. At September 30, 2013, the Fund’s derivative contracts had the following impact on the statements of financial condition:

	Derivative Assets and Liabilities, at fair value
Statements of Financial Condition Location	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statements of Financial Condition			Net Amount of Assets Presented in the Statements of Financial Condition
Equity in broker trading accounts
Net unrealized gain (loss) on open futures contracts
Agricultural commodities	$	602,855	$	(238,357	)	$	364,498
Currencies		277,020		(48,204	)		228,816
Energy		22,846		(91,174	)		(68,328	)
Equity indices		31,735		(135,411	)		(103,676	)
Interest rate instruments		153,272		(326,454	)		(173,182	)
Metals		285,915		(922,147	)		(636,232	)
Net unrealized gain(loss) on open futures contracts	$	1,373,643	$	(1,761,747	)	$	(388,104	)

At September 30, 2013, there were 2,562 open futures contracts. For the three and nine months ended September 30, 2013 and 2012, the Fund’s derivative contracts had the following impact on the statements of operations:

	Three Months Ended September 30, 2013						Nine Months Ended September 30, 2013
Types of Exposure	Net realized gain (loss)			Net change in unrealized loss			Net realized gain (loss)			Net change in unrealized loss
Futures contracts
Agricultural commodities	$	43,483		$	(69,468	)	$	(208,256	)	$	387,781
Currencies		(281,281	)		139,816			1,029,590			(178,347	)
Energy		238,902			(117,665	)		(1,356,096	)		(85,916	)
Equity indices		(556,288	)		(52,541	)		872,430			(265,916	)
Interest rate instruments		176,473			(381,827	)		(38,007	)		(154,128	)
Metals		(368,172	)		(1,247,662	)		(255,477	)		(394,886	)
Total futures contracts	$	(746,883	)	$	(1,729,347	)	$	44,184		$	(691,412	)

For the three and nine months ended September 30, 2013, the number of futures contracts closed were 12,768 and 38,652, respectively.

The Fund’s financial assets, derivative assets, and cash collateral held by counterparties at September 30, 2013 were:

				Gross Amounts Not Offset in the Statements of Financial Condition
Counterparty	Net Amount of Assets in the Statements of Financial Condition			Financial Instruments		Cash Collateral Received		Net Amount

Newedge USA, LLC	$	(388,104	)	$	—	$	—	$	(388,104	)
Total	$	(388,104	)	$	—	$	—	$	(388,104	)

At December 31, 2012, the Fund’s derivative contracts had the following impact on the statements of financial condition:

	Derivative Assets and Liabilities, at fair value
Statements of Financial Condition Location	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statements of Financial Condition			Net Amount of Assets Presented in the Statements of Financial Condition
Equity in broker trading accounts
Net unrealized gain (loss) on open futures contracts
Agricultural commodities	$	304,233	$	(327,516	)	$	(23,283	)
Currencies		635,837		(228,674	)		407,163
Energy		105,928		(88,340	)		17,588
Equity indices		209,974		(47,734	)		162,240
Interest rate instruments		203,006		(222,060	)		(19,054	)
Metals		538,239		(779,585	)		(241,346	)
Net unrealized gain (loss) on open futures contracts	$	1,997,217	$	(1,693,909	)	$	303,308

At December 31, 2012, there were 3,629 open futures contracts. For the three and nine months ended September 30, 2012 and 2012, the Fund’s derivative contracts had the following impact on the statements of operations:

	Three Months Ended September 30, 2012						Nine Months Ended September 30, 2012
Types of Exposure	Net realized gain (loss)			Net change in unrealized loss			Net realized gain (loss)			Net change in unrealized loss
Futures contracts
Agricultural commodities	$	(106,782	)	$	(436,781	)	$	180,352		$	(784,141	)
Currencies		478,292			(200,873	)		669,783			(831,632	)
Energy		(307,168	)		384,169			1,376,993			(802,358	)
Equity indices		486,209			(237,403	)		404,685			(157,363	)
Interest rate instruments		283,136			174,882			897,169			(42,833	)
Metals		58,438			(870,331	)		(1,150,297	)		(751,943	)
Total futures contracts	$	892,125		$	(1,186,337	)	$	2,378,685		$	(3,370,270	)

For the three and nine months ended September 30, 2012, the number of futures contracts closed were 7,019 and 16,947, respectively.

The Fund’s financial assets, derivative assets, and cash collateral held by counterparties at December 31, 2012 were:

			Gross Amounts Not Offset in the Statements of Financial Condition
Counterparty	Net Amount of Assets in the Statements of Financial Condition		Financial Instruments		Cash Collateral Received		Net Amount

Newedge USA, LLC	$	303,308	$	—	$	—	$	303,308
Total	$	303,308	$	—	$	—	$	303,308

General Partner

At September 30, 2013 and December 31, 2012, and for the periods then ended, the General Partner did not maintain a capital balance in the Fund.

The General Partner earns the following compensation:

General Partner management fee – the Fund incurs a monthly fee equal to 1/12^thof 1.1% of the Fund’s month-end net asset value, payable in arrears.

Selling Agent fees – the Fund incurs a monthly fee equal to 1/12^thof 3% of the Fund’s month-end net asset value, payable in arrears. The General Partner, in turn, pays selling agent fees to the respective selling agents. If selling agent fees are not paid to the selling agents, or if the General Partner was the selling agent, such portions of the selling agent fees are retained by the General Partner.

Pursuant to the terms of the Partnership Agreement, each year the General Partner receives from the Fund 1% of any net income earned by the Fund. Conversely, the General Partner pays to the Fund 1% of any net loss incurred by the Fund. Such amounts are reflected as General Partner 1% allocation receivable or payable in the statements of financial condition and as General Partner 1% allocation in the statements of operations.

Trading Advisor and Cash Managers

The Fund has an agreement with the Trading Advisor, pursuant to which the Fund incurs a management fee, payable monthly to the Trading Advisor in arrears, equal to 1/12th of 0.75% of allocated net assets (as defined in the advisory agreement) and an incentive fee, payable quarterly in arrears, equal to 25% of net new trading profits (as defined in the advisory agreement). Prior to December 2012, the Trading Advisor management fee was 1% per annum.

The Fund has engaged J.P. Morgan Investment Management, Inc. and Principal Global Investors, LLC (collectively, the “Cash Managers”) to provide cash management services to the Fund. The Fund incurs monthly fees, payable in arrears to the Cash Managers, equal to approximately 1/12th of 0.11% of the investments in securities and certificates of deposit.

Deposits with Brokers

To meet margin requirements, the Fund deposits funds with its futures broker, subject to CFTC regulations and various exchange and broker requirements. The Fund earns interest income on its assets deposited with the broker. At September 30, 2013 and December 31, 2012, the Fund had margin requirements of $3,999,489 and $4,234,111, respectively.

Administrative Expenses

The Fund reimburses the General Partner for actual monthly administrative expenses paid to various third-party service providers, including the General Partner, up to 1/12^thof 0.75% of the Fund’s month-end net asset value, payable in arrears. Administrative expenses include accounting, audit, legal, salary and administrative costs incurred by the General Partner relating to marketing and administration of the Fund; such as, salaries and commissions of General Partner marketing personnel, administrative employee salaries and related costs. Pursuant to the terms of the Partnership Agreement, administrative expenses that exceed 1% of the average month-end net asset value are the responsibility of the General Partner.

For the three months ended September 30, 2013 and 2012, actual administrative expenses exceeded the 1% administrative expense limitation of average month-end net asset value of the Fund by $157,704 and $129,945, respectively. For the nine months ended September 30, 2013 and 2012, actual administrative expenses exceeded the 1% administrative expense limitation of average month-end net asset value of the Fund by $509,029 and $410,244, respectively. Such amounts were included in administrative expenses waived in the statements of operations.

Additionally, during the three months ended September 30, 2013 and 2012, the General Partner voluntarily waived $13,537 and $24,646, respectively, of administrative expenses of the Fund. During the nine months ended September 30, 2013 and 2012, the General Partner voluntarily waived $47,421 and $81,031, respectively, of administrative expenses of the Fund. Such amounts were included in administrative expenses waived in the statements of operations.

At September 30, 2013 and December 31, 2012, $12,529 and $18,825, respectively, were payable to the General Partner for expenses incurred on behalf of the fund and not waived by the General Partner. Such amounts are presented as administrative expenses payable – General Partner in the statements of financial condition.

Subscriptions, Distributions and Redemptions

Effective December 2012, the Fund closed to new investments. Prior to that closure, investments in the Fund were made by subscription, subject to acceptance by the General Partner. The minimum investment was $10,000. Units were sold at the net asset value per Unit as of the close of business on the last day of the month in which the subscription was accepted. Investors whose subscriptions were accepted were admitted as limited partners as of the beginning of the month following the month in which their subscriptions were accepted.

The Fund is not required to make distributions, but may do so at the sole discretion of the General Partner. A limited partner may request and receive redemption of Units owned at the end of any month, subject to five business days’ prior written notice to the General Partner and in certain circumstances, restrictions in the Partnership Agreement.

The General Partner may require a limited partner to redeem from the Fund if the General Partner deems the redemption (a) necessary to prevent or correct the occurrence of a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended, or the Internal Revenue Code of 1986, as amended, (b) beneficial to the Fund, or (c) necessary to comply with applicable government or self-regulatory organization regulations.

Trading Activities and Related Risks

The Fund engages in the speculative trading of futures contracts in the U.S. and internationally. Trading futures contracts exposes the Fund to both market risk, the risk arising from a change in the fair value of a contract, and credit risk, the risk of failure by another party to perform according to the terms of a contract.

Purchase and sale of futures contracts requires margin deposits with futures brokers. Additional deposits may be necessary for any loss of contract value. The Commodity Exchange Act (“CEAct”) requires a broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury securities) deposited with a broker are considered commingled with all other customer funds subject to the broker’s segregation requirements. In the event of a broker’s insolvency, recovery may be limited to a pro-rata share of segregated funds available. It is possible that the recovered amount could be less than the total cash and other property deposited. The Fund uses Newedge USA, LLC as its futures broker.

For futures contracts, risks arise from changes in the fair value of the contracts. Theoretically, the Fund is exposed to a market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short.

In addition to market risk, upon entering into commodity interest contracts there is a credit risk that the counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the U.S. and on most non-U.S. futures exchanges is the clearinghouse associated with such exchanges. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some non-U.S. exchanges, it is normally backed by a consortium of banks or other financial institutions. While the Fund trades only with those counterparties that it believes to be creditworthy, there can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund.

The Cash Managers manage the Fund’s cash and excess margin through investments in fixed income instruments, pursuant to investment parameters established by the General Partner.

The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The limited partners bear the risk of loss only to the extent of the fair value of their respective investments and, in specific circumstances, distributions and redemptions received.

Through its investments in debt securities and certificates of deposit, the Fund has exposure to U.S. and foreign enterprises. The following table presents the exposure at September 30, 2013:

Country or Region	U.S. Treasury Securities		Gov’t Sponsored Enterprise Notes		Commercial Paper		Corporate Notes		Certificates of Deposit		Total		% of Partners’ Capital (Net Asset Value)
United States	$	4,465,868	$	—	$	1,239,856	$	4,000,774	$	401,228	$	10,107,726		53.57	%
Denmark		—		—		—		276,294		—		276,294		1.46	%
France		—		—		249,947		—		—		249,947		1.32	%
Netherlands		—		—		—		248,887		—		248,887		1.32	%
United Kingdon		—		—		—		53,158		—		53,158		0.28	%
Total	$	4,465,868	$	—	$	1,489,803	$	4,579,113	$	401,228	$	10,936,012		57.95	%

The following table presents the exposure at December 31, 2012:

Country or Region	U.S. Treasury Securities		Gov’t Sponsored Enterprise Notes		Commercial Paper		Corporate Notes		Certificates of Deposit		Total		% of Partners’ Capital (Net Asset Value)
United States	$	2,296,497	$	703,895	$	1,554,754	$	8,466,152	$	1,402,838	$	14,424,136		49.35	%
Netherlands		—		—		—		1,279,032		—		1,279,032		4.38	%
France		—		—		249,995		511,182		—		761,177		2.60	%
Canada		—		—		199,980		472,198		—		672,178		2.30	%
Japan		—		—		—		251,728		250,581		502,309		1.72	%
Great Britain		—		—		249,843		250,423		—		500,266		1.71	%
Denmark		—		—		—		271,404		—		271,404		0.93	%
Germany		—		—		—		250,032		—		250,032		0.86	%
Multi-national		—		—		—		200,456		—		200,456		0.69	%
Netherland Antilles		—		—		—		50,211		—		50,211		0.17	%
Total	$	2,296,497	$	703,895	$	2,254,572	$	12,002,818	$	1,653,419	$	18,911,201		64.71	%

10.

Indemnifications

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, and which provide general indemnifications. The Fund’s maximum exposure under these arrangements cannot be estimated. However, the Fund believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for such indemnifications.

11.

Interim Financial Statements

The statements of financial condition, including the condensed schedule of investments, at September 30, 2013, the statements of operations for the three and nine months ended September 30, 2013 and 2012, the statements of cash flows and changes in partners’ capital (net asset value) for the nine months ended September 30, 2013 and 2012, and the accompanying notes to the financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations. In the opinion of management, such financial statements and accompanying disclosures reflect all adjustments, which were of a normal and recurring nature, necessary to present fairly the financial position at September 30, 2013, results of operations for the three and nine months ended September 30, 2013 and 2012,and cash flows and changes in partners’ capital (net asset value) for the nine months ended September 30, 2013 and 2012. The results of operations for the three and nine months ended September 30, 2013 and 2012 are not necessarily indicative of the results to be expected for the full year or any other period. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Fund’s Form 10-K as filed with the SEC.

12.

Financial Highlights

The following information presents per unit operating performance data and other financial ratios for the three and nine months ended September 30, 2013 and 2012, assuming the unit was outstanding throughout the entire period:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Per Unit Operating Performance
Net asset value per Unit at beginning of period	$	1,695.72		$	1,815.21		$	1,636.79		$	1,883.90
Loss from operations
Loss from trading ⁽¹⁾		(179.93	)		(18.43	)		(73.98	)		(49.27	)
Net investment loss ⁽¹⁾		(18.74	)		(21.12	)		(65.76	)		(58.97	)
Total loss from operations		(198.67	)		(39.55	)		(139.74	)		(108.24	)

Net asset value per Unit at end of period	$	1,497.05		$	1,775.66		$	1,497.05		$	1,775.66

Total return ⁽⁵⁾		(11.72	)%		(2.18	)%		(8.54	)%		(5.75	)%

Other Financial Ratios
Ratios to average net asset value
Expenses prior to General Partner 1% allocation ^{(2) (3) (4)}		5.70	%		6.04	%		5.81	%		6.02	%
General Partner 1% allocation ⁽⁵⁾		(0.13	)%		(0.02	)%		(0.07	)%		(0.06	)%
Total expenses		5.57	%		6.02	%		5.74	%		5.96	%

Net investment loss ^{(2) (3) (4) (6)}		(5.17	)%		(4.64	)%		(5.41	)%		(4.31	)%

Total returns are calculated based on the change in value of a Unit during the period. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of subscriptions and redemptions.

⁽¹⁾ The net investment loss per Unit is calculated by dividing the net investment loss by the average number of Units outstanding during the period. Loss from trading is a balancing amount necessary to reconcile the change in net asset value per Unit with the other per Unit information. Such balancing amount may differ from the calculation of gain (loss) from trading per Unit due to the timing of trading gains and losses during the period relative to the number of Units outstanding.

⁽²⁾ All of the ratios under Other Financial Ratios for Units are computed net of voluntary and involuntary waivers of administrative expenses. For the three months ended September 30, 2013 and 2012, the ratios are net of 3.18% and 1.60%, respectively, and for the nine months ended September 30, 2013 and 2012 the ratios are net of 3.00% and 1.54%, respectively, of average net asset value relating to the waivers of administrative expenses. Both the nature and the amounts of the waivers are more fully explained in Note 7.

⁽³⁾ The net investment loss includes interest income and excludes net realized and net change in unrealized gain (loss) from trading activities as shown in the statements of operations. The total amount is then reduced by all expenses, excluding brokerage commissions, which are included in net loss from trading in the statements of operations. The resulting amount is divided by the average net asset value for the period.

⁽⁴⁾ Ratios have been annualized.

⁽⁵⁾ Ratios have not been annualized.

⁽⁶⁾ Ratio excludes General Partner 1% allocation.

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

Liquidity

There are no known material trends, demands, commitments, events, or uncertainties at the present time that are reasonably likely to result in the Fund’s liquidity increasing or decreasing in any material way.

Capital Resources

The Fund does not intend to raise any capital through borrowing. Due to the nature of the Fund’s business, the Fund does not contemplate making capital expenditures. The Fund does not have, nor does it expect to have, any capital assets. Redemptions, exchanges and sales of Units in the future will affect the amount of funds available for investments in futures contracts, forward currency contracts and other financial instruments in subsequent periods. It is not possible to estimate the amount, and therefore the impact, of future capital inflows and outflows related to the sale and redemption of Units. There are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Fund’s capital resource arrangements at the present time.

Contractual Obligations

The Fund does not have any contractual obligations of the type contemplated by Item 303(a)(5) of Regulation S-K. The Fund’s sole business is trading futures contracts, both long (contracts to buy) and short (contracts to sell).

Results of Operations

Effective December 1, 2012, the Fund closed to new investments. The Fund will continue to trade its assets for existing limited partners, although it will be closed to additional investments.

Under a provision of the Fund’s Limited Partnership Agreement, the Fund would suspend trading in the event that net assets decline 50% or more from the highest net asset value per unit at the start of any fiscal year. The purpose of this policy is to provide downside protection to investors should the Fund experience an excessive decline. As of September 30, 2013, the estimated net asset value per unit of the Fund was $1,497.05. The net asset value of the Fund would need to decline another 5% from that point before the Fund would suspend trading and liquidate its positions.

The returns for Units for the nine months ended September 30, 2013 and 2012 were (8.54)% and (5.75)%, respectively. Past performance is not necessarily indicative of future results. Further analysis of futures trading gains and losses is provided below.

2013

January

Spurred on by the resolution of the U.S. “fiscal cliff” negotiations, markets began 2013 with a strong risk appetite. This led to a rally in global equities and industrial commodities and caused a sell-off in safe haven bonds. In Europe, investors gained confidence that the region’s sovereign debt crisis had been contained, helping the euro strengthen against other currencies. Meanwhile, Japan’s new government implemented a stimulus program consisting of major fiscal spending, coupled with measures to weaken the yen to help the country’s exporters.

The Fund started the year on a positive note, as it profited from long positions in stock indices and energy, as well as long positions in the euro and short positions in the Japanese yen. These gains were partially offset by losses in choppy agricultural commodity markets, many of which saw price reversals over the course of the month. Rising interest rates also led to losses for the Fund’s long positions in fixed income markets. Overall, the Fund made a profit in January of 5.77%.

February

Although February began with a continuation of January’s risk-seeking market trends, the second half of the month saw “risk-off” price reversals across many sectors. Weak European data signaled a region-wide economic contraction. The UK suffered a credit rating downgrade as it is on the verge of a triple-dip recession. Meanwhile, Italian voters toppled the country’s incumbent government with an election result that repudiated austerity as a means of managing Europe’s sovereign debt crisis. In the U.S., minutes from the most recent Fed meeting hinted at a sooner than expected slowdown of monetary stimulus, frightening investors who anticipated longer term quantitative easing.

The Fund entered February with “risk-on” exposures in many of the markets it trades, including long positions in equities, industrial commodities, the euro and high-yielding currencies. February’s market reversals caused losses in a number of these positions. The largest losses came from energy, as oil prices fell late in the month on concerns over global demand as well as U.S. supply hitting a 20-year high due to shale fracking. Long positions in base metals also detracted from performance, as economic growth concerns caused price declines. The Fund did however make gains in the agricultural sector, as easing drought conditions in the Midwest lowered wheat prices, helping the Fund’s short position. In currencies, the Fund’s profits from shorting the British pound sterling offset losses from being long the euro. Overall, the Fund finished the month with a loss of 5.36%.

March

In March, financial headlines were dominated by the banking crisis in Cyprus. Eurozone members led by Germany made the release of bailout funds contingent on a Cypriot financial contribution through a one-time”tax” on bank deposits. This action sparked protests over the plan’s fairness. A last minute compromise deal exempted smaller insured deposits from capital seizure. Investors feared that the Cyprus bailout might create a precedent for hair cutting depositors at troubled banks in Spain and Italy. This prompted a sell-off in the euro,a slide in southern European stock markets and a rally in safe haven German bonds. Meanwhile, in the U.S., equities climbed with largely positive economic data and a statement from Fed Chairman Bernanke that he saw no evidence of a stock bubble. In Japan, monetary easing by the Abe government continued, boosting bond and equity markets and depreciating the yen.

The Fund profited in the currency sector in March, particularly through long cross-rate positions in the Australian dollar against the Japanese yen, the pound sterling and the euro. The Fund also gained from a fall in industrial metals prices, with short positions in aluminum and copper, as investors worried about the impact of a clampdown on Chinese property speculation. In the agricultural sector, the Fund profited from short positions in coffee and sugar. Losses were incurred in energy through short crude oil positions. The Fund was slightly down in fixed income due to trend reversals in the U.S. and UK. Performance was flat in equities as gains from long positions in Japan and the U.S. were offset by losses in long positions in Europe. The Fund finished the month with a net profit of 1.24%.

April

In April, economic data in China confirmed a slowdown in growth, while U.S. GDP estimates for the first quarter were weaker than expected. This led to a sell-off in industrial commodities such as energy and base metals, and a rally in Treasury bonds. The price of gold tumbled mid-month, triggered by reports that Cyprus might sell part of its gold reserves to pay down the country’s debt. Furthermore, the current absence of global inflation has reduced the attractiveness of precious metals that are often used as a hedge against inflation. Meanwhile, the Japanese central bank continued its policy of monetary stimulus, further weakening the yen and boosting the Nikkei stock index.

The Fund entered the month with short positions in gold and copper, which profited on the decline in precious and base metals prices. The Fund also had a positive contribution from its long position in Japanese equities which continued to climb in an expansionary monetary environment. Partly offsetting these gains were losses from long exposures to declining oil markets, as well as from trend reversals in agricultural markets such as corn. Overall, the Fund finished the month with a profit of 1.77%.

May

In May, improving economic data in the U.S. drove stock indices higher, but also prompted the Fed to signal that it might soon taper its quantitative easing program. Fixed income markets reacted negatively to the prospect of a reduction in the Fed’s $85 billion in monthly purchases of Treasury bonds and mortgage-backed securities. U.S. 10-year Treasury bond yields jumped 46 basis points from 1.67% to 2.13% during the month,while international bond markets also sold off. Meanwhile in Japan, the high flying Nikkei index,which at one point was up 50% on the year, fell abruptly by 13% over the last 9 days of the month. This was caused by investors taking profits after signs of slowing Chinese growth and impending U.S. monetary tightening.

The Fund made gains in the equity sector on its long positions during the month, particularly in European indices. The Fund also profited in agricultural commodities through short positions in sugar and coffee. However, these were offset by losses in energy, where long positions in natural gas suffered as prices declined on higher than expected inventory levels. In the currencies sector, long positions in the Australian dollar and New Zealand dollar detracted from performance,following a surprise interest rate cut in Australia and central bank intervention to weaken the currency in New Zealand. Overall, the Fund finished the month with a loss of 0.77%.

June

In June, the Fed reaffirmed its desire to phase out its quantitative easing program as long as U.S. economic data continues to improve. Markets interpreted this as the beginning of the end of an era of ultra-easy monetary policy. As a result, global equities and bonds sold off sharply. Ironically, the largest stock market declines were not in the U.S. Prospective tightening by the U.S. Federal Reserve had a greater impact in Europe, where the economic recovery lags the U.S., and in Asia and emerging markets, where a slowdown in China also worried investors. Meanwhile, the Fed’s new stance caused gold prices to plummet to levels last seen in 2010, as the risk of inflation due to loose monetary conditions diminished.

The Fund entered June with most of its portfolio in physical commodities. Trends in commodities proved to be stronger than in financial futures, which were hit by sharp trend reversals. The largest profit center for the Fund was in metals, where short positions in gold, as well as industrial metals, such as nickel and copper, gained as a result of the market decline. In bonds and interest rates, the Fund had established a short position in May, and was able to benefit from the continued sell-off in fixed income markets as a result of the Fed’s new policy stance. However, in equities, the Fund’s long positions suffered as global indices fell, while choppy energy markets also led to losses. Overall, however, the Fund finished the month with a profit of 1.23%.

July

In July, global equity indices rebounded from their losses in the prior month. This was a result of central banks seeking to reassure skittish investors that they would wait to pull back on monetary easing until an economic recovery became more firmly established. In the U.S., investors came to believe that the imminent tapering of the Fed’s quantitative easing program may be more gradual than previously thought, as Bernanke softened his tone on potential tightening amid still modest economic growth and low inflation. Meanwhile, the European Central Bank announced that interest rates would stay at current levels or lower for an extended period. Gold and bond markets saw a bounce as a result. In energy markets, surprisingly high summer demand in the U.S. coupled with lower inventories caused WTI crude oil prices to jump to a 16-month high of $108/barrel.

The Fund saw its best results for the month in the energy sector, as it profited from long crude oil positions. However, these gains were offset by losses from short positions in metals, as gold prices reversed from their downward trend. In addition, the Fund was whipsawed in equities, as it had shifted to a net short position following stock index declines in June, only to see the indices rebound in July. Overall, the Fund finished the month with a loss of 3.18%.

August

August saw continued positive economic data in the U.S. and early signs of a recovery in the Eurozone, where a positive second quarter GDP report marked the end of an 18-month recession in the region. This raised the risk of near-term monetary policy tightening, which caused bond yields to rise across developed markets and weighed on equity indices. In the latter half of the month, political tensions escalated in the Middle East. The U.S. and France threatened to intervene in Syria’s civil war, causing a sell-off in stocks and a rally in oil and gold.

In August, the Fund’s short positions in metals suffered losses, as stronger than expected Chinese industrial production caused a rebound in base metal prices, while the Syrian crisis boosted demand for precious metals. The currency sector also detracted from performance as a result of choppy movements in European exchange rates. Meanwhile, the Fund saw a negative contribution from long positions in equity indices as global stock markets fell, with the S&P 500 seeing its biggest monthly decline since May 2012. On the positive side, the Fund’s long energy positions were able to profit from the rise in oil prices, while short positions in fixed income capitalized on the rise in bond yields. Overall, the Fund finished the month with a loss of 3.47%.

September

In September, the Federal Reserve surprised markets by delaying a much anticipated “tapering” of its quantitative easing program until there are more signs of a robust U.S. economic recovery. The Fed’s decision boosted stock indices, lowered bond yields and weakened the U.S. dollar. Meanwhile, oil prices fell as the U.S. backed away from military intervention in Syria, following the Assad regime’s acceptance of a chemical disarmament proposal. Towards the end of the month, a breakdown in U.S. budget and debt ceiling negotiations caused a selloff in equities ahead of a government shutdown.

The Fund made gains in September in currency trends, as it benefited from long positions in the Euro and British pound. The Fund also made gains in agricultural commodities through long positions in cocoa and short positions in corn. However, these were more than offset by declines in other sectors. The Fund’s largest losses came from long positions in the energy sector, as oil prices fell from their highs with an easing of the Syrian crisis. In fixed income, short positions in bonds also contributed negatively following the Fed’s decision not to reduce its current rate of bond purchases. Trend reversals in precious and industrial metals also caused losses. A decline in the U.S. equity markets resulting from the political impasse over the budget whipsawed the Fund’s U.S. equity positions. Overall the Fund finished the month with a loss of 5.53%.

2012

January

In January, markets responded positively to supportive monetary policy from central banks around the world. In the U.S., the Federal Reserve announced that it expected to keep interest rates low through 2014. Meanwhile, in Europe, the European Central Bank was expected to extend its Long-Term Refinancing Operations program by providing additional loans to the region’s banks later this year, beyond the nearly half trillion euros (approximately U.S. $650 billion) already distributed to banks in December. This improved the European credit environment, helping France, Italy and Spain to hold successful bond auctions at reduced yields and allowing them to shrug off Standard & Poor’s sovereign credit downgrades earlier in the month. Positive sentiment fueled by easy monetary policy led to a rally in global equities, industrial commodities, as well as short and medium term interest rate instruments. Among currencies, it also led to a decline in the U.S. dollar, a rebound in the euro, and a surge in commodity currencies.

The Fund realized small gains in currencies (primarily through long positions in the Australian dollar), as well as in equity indices, interest rates and energy. These gains were offset by losses from its short positions in base metals, including tin and aluminum, and from short exposure to precious metals, particularly platinum and silver, resulting in a loss of 1.31% for the month.

February

In February, markets were driven by continued monetary stimulus from central banks around the world. The European Central Bank extended an additional €529 billion (approximately $700 billion) in low interest 3-year loans to 800 of the region’s banks in the second round of its Long Term Refinancing Operation to shore up the balance sheets of the financial sector in Europe. Since December, the ECB has made over €1 trillion (approximately $1.3 trillion) in loans to Europe’s banking sector. Elsewhere, the Bank of Japan and the Bank of England implemented new rounds of quantitative easing in their respective markets. These actions encouraged a greater risk appetite among investors, driving up global equity indices. Meanwhile, the U.S. saw an improvement in labor market data, prompting a rise in U.S. bond yields. In the Middle East, the threat of oil supply disruptions from rising tensions over Iran’s nuclear program led to a rally in energy prices, with Brent crude prices exceeding $125 per barrel.

The Fund made gains in the energy sector, where it benefited from long positions in both in crude oil and oil-related products. The Fund also profited from its long exposure to equity indices, particularly in Europe and Japan. However, long positions in the fixed income sector caused losses as bonds in the UK and Australia sold off. The Fund also saw moderate declines in the agricultural and metals sectors. Overall,the Fund finished up 0.08% for the month.

March

In March, markets continued to price in a stronger economic growth outlook for the U.S. Following improved labor and consumption data, the Fed raised its forecast from “modest” to “moderate” growth. Investors interpreted this positive language as a signal that further Fed stimulus in the form of bond purchases was not necessary. As a result U.S. long-term bonds sold off sharply. Meanwhile U.S. equities continued to rally, with the S&P 500 enjoying its best quarter since the third quarter of 2009. Elsewhere, the attempt by Chinese authorities to limit domestic inflation through a gradual deceleration of economic growth had a negative impact on commodity currencies such as the Australian dollar. In energy markets, crude oil halted its six month rise due to softer prospective Chinese demand as well as an expected release of strategic oil reserves by the U.S., UK and France.

The Fund made gains in agricultural commodities such as coffee, and in energy through short positions in natural gas, where a supply glut and unusually warm weather led to continued price declines. However, the Fund suffered losses in fixed income, as bond prices declined mid-month in the U.S., Europe and Japan, hurting long positions. In currencies, long exposure to the weakening Australian dollar also detracted from performance. Overall, the Fund finished with a loss of 1.09% for the month.

April

April saw a reversal of the positive equity market sentiment that characterized much of the first quarter of 2012, with renewed worries over global growth and the European debt crisis. Both the U.S. and China reported slowing GDP growth for the first quarter. Meanwhile in Europe, the UK and Spain posted a second consecutive quarter of negative growth and thus joined Italy, Ireland, Portugal and Greece in falling into a double dip recession. The possibility of a Spanish default became the latest focus for sovereign bond investors, as the effectiveness of its fiscal austerity program came into doubt, with the unemployment rate rising to 24%.

The Fund saw profits in April from its long positions in interest rate instruments, as bond yields in major markets declined, with a global swing towards risk aversion. The Fund also made gains in the agricultural commodities sector, as soybeans continued their strong year-to-date rally due to a lack of rain in South America threatening the harvest. However, in the energy sector, losses were made in long positions in oil-related commodities and a short position in natural gas. Overall the Fund finished up 0.43% for the month.

May

In May, the escalating European debt crisis and weak U.S. and Chinese economic data led to a flight to safety in financial markets. In Greece,electoral gains by anti-austerity political parties stoked fears that the country might ultimately exit the Eurozone. Elsewhere, concerns grew over the health of Spain’s banks, as the already debt-laden Spanish government was forced to bail out the country’s third largest lender. Meanwhile, labor market conditions deteriorated in the U.S. and industrial production slowed in China. In response, investors sold global equities, energies and commodity currencies and sought the relative safe harbor of bonds and the U.S. dollar.

The Fund made its largest gains from long positions in global bond markets, as yields trended lower and prices moved higher. In addition, the Fund profited from a net short position in both industrial and precious metals. The Fund had some offsetting losses in long equity index and oil positions, before trimming and even reversing some of those exposures by month-end. Overall, the Fund finished May with a profit of 0.48%.

June

The risk appetite of global investors returned in June, as markets anticipated increased central bank intervention to spur weakening economic growth. In Europe, the risk of a splintering of the euro currency union subsided, as Greek parliamentary elections were won by political parties favoring a European bailout with austerity conditions attached, in effect keeping the country in the Eurozone. This was followed by a European summit meeting at month end where EU leaders agreed to ease conditions on loans to Spain and Italy, thereby stemming the surge in borrowing costs in those countries. In response, investors rotated from bonds into equities and sold off the U.S. dollar in favor of the euro and emerging market currencies.

During June, the Fund had most of its risk allocated to physical commodities. Losses primarily came from agricultural markets and energy. The Fund was positioned for a bearish trend in corn, but a drought and heat wave in the U.S. caused prices to spike. Short positions in natural gas also proved unprofitable, as reports of smaller than expected inventories led to a rebound in prices. In the financial futures markets, the Fund avoided significant losses despite strong trend reversals in the bond, currency and equity sectors. The Fund was able to make a positive return in equity indices through long positions in U.S. stock markets. In currencies, the Fund had a loss from its short euro exposure. Meanwhile performance was flat in bonds. Overall, the Fund finished June with a loss of 2.27%.

July

The Fund delivered positive returns in July, as more signs emerged of a faltering global economic recovery. U.S. labor market data continued to disappoint and Chinese growth weakened. Europe, however, remained the primary focus of investors. Spain’s credit conditions deteriorated, as the 10-year sovereign bond yield spiked as high as 7.75% during the month, its highest level since the inception of the euro. The European Central Bank (ECB) cut interest rates, but this did little to reverse the depreciation of the euro. The tide of negative sentiment was stanched only later in the month, when the ECB President vowed to use all necessary means to save the currency union. The largest contribution to the Fund came from the fixed income sector, where long positions profited from the ECB rate cut as well as market speculation of additional future central bank easing in Europe and the U.S. The Fund also made solid gains in currencies through its short euro exposure. Lastly, in the agricultural sector, the Fund profited from a surge in grain prices, as hot, dry weather in the U.S. damaged crop yields. Overall, the Fund finished the month with a gain of 6.51%.

August

In August, investor sentiment towards the future of the Eurozone turned from pessimistic to mildly optimistic. U.S. economic reports, including non-farm payroll data, also came in better than expected. These factors extended the rally in global equities, caused a rebound in the euro and prompted an initial sell-off in safe haven U.S. and German government bonds. As the month progressed, speculation mounted that global central banks would engage in further quantitative easing, which caused bonds to recover from their earlier declines. Rising tensions between Iran and Israel caused crude oil prices to climb, while the U.S. experienced its most widespread drought since 1956, leading to higher grain prices. During the month, the Fund gave back some of the profits it made in July. The Fund’s short positions in the euro and long positions in the Australian dollar suffered on market reversals. Metals were also a negative contributor, as mining strikes in South Africa caused a spike in platinum prices, hurting the Fund’s short position. The Fund did see gains in long equity and long oil exposures. However, the Fund finished the month with a net loss 2.33%.

September

September saw an increase in the scale of global central bank intervention in an attempt to prevent further deterioration of economic growth. The European Central Bank announced a plan to buy unlimited amounts of government bonds of distressed countries such as Spain, in exchange for their accepting austerity reforms. Meanwhile in the U.S., the Federal Reserve announced “QE3”, a third round of quantitative easing, involving the purchase of $40 billion of agency backed mortgages each month for an indefinite period of time. In response, equities rallied worldwide, as did the euro, gold and industrial metals. There was a corresponding sell-off in perceived safe haven assets such as U.S. bonds and the U.S. dollar.

Coming into the month, the agricultural commodities had been in up trends. However, grain prices corrected after their recent run-up, hurting the Fund’s long positions, after reports that the U.S. drought had not damaged crop yields as much as expected. September’s central bank announcements caused a rally in industrial metals, which hurt the Fund’s short positions. Among financial sector contracts, the “risk on” rally caused losses for the Fund’s long bond and short euro positions. Although the Fund’s long equity exposure did generate gains, these were not enough to offset declines elsewhere. Overall,the Fund finished with a net loss of 5.97%.

Off-Balance Sheet Risk

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if the Trading Advisor was unable to offset futures interest positions of the Fund, the Fund could lose all of its assets and the limited partners would realize a 100% loss. The General Partner attempts to decrease market risk through maintenance of a margin-to-equity ratio that rarely exceeds 30%.

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

The Fund invests in U.S. Treasury securities, U.S. and foreign government sponsored enterprise notes, commercial paper, corporate notes and certificates of deposit. Should an issuing entity default on its obligation to the Fund and such entity is not backed by the full faith and credit of the U.S. government, the Fund bears the risk of loss of the amount expected to be received. The Fund minimizes this risk by only investing in securities and certificates of deposit of firms with high quality debt ratings.

Significant Accounting Estimates

A summary of the Fund’s significant accounting policies are included in Note 1 to the Financial Statements.

The Fund’s most significant accounting policy is the valuation of its assets invested in U.S. and foreign futures contracts, and fixed income investments. The Fund’s futures contracts are exchange-traded, with the fair value of these contracts based on exchange settlement prices. The fair value of money market funds is based quoted market prices for identical shares. U.S. Treasury securities, which are stated at fair value based on quoted market prices for identical assets in an active market. Notes of U.S. and foreign government sponsored enterprises, as well as certificates of deposit commercial paper and corporate notes, are stated at fair value based on quoted market prices for similar assets in an active market. Given the valuation sources, there is little judgment or uncertainty involved in the valuation of these assets, and it is unlikely that materially different amounts would be reported under different valuation methodologies or assumptions.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

Item 4. Controls and Procedures

The General Partner, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Fund’s disclosure controls and procedures at September 30, 2013 (the “Evaluation Date”). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer of the General Partner concluded that, as of the Evaluation Date, the Fund’s disclosure controls and procedures were effective.

There has been no change in internal control over financial reporting that occurred during the period ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

Part II: Other Information

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

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

There were no sales of unregistered securities of the Fund during the three months ended September 30, 2013. Under the Fund’s Partnership Agreement, limited partners may redeem their Units at the end of each calendar month at the then current month-end net asset value per Unit. Redemptions of Units during the quarter ended September 30, 2013 were as follows:

	July		August		September		Total

Units redeemed		210.0465		422.3814		729.4614		1,361.8893
Average net asset value per Unit	$	1,641.75	$	1,584.73	$	1,497.05	$	1,546.56

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed herewith of incorporated by reference.

Exhibit No.		Description of Exhibit

1.1*		Form of Selling Agreement.
3.1*		Certificate of Limited Partnership of Sage Fund Limited Partnership.
3.2*		Second Amended and Restated Limited Partnership Agreement of Sage Fund Limited Partnership.

10.1*		Form of Subscription Agreement.
10.2**		Advisory Agreement by and among the Fund, the General Partner and Altis Partners (Jersey) Limited dated August 8, 2007.
10.3*		Amendment to Advisory Agreement by and among the Fund, the General Partner and Altis Partners (Jersey) Limited dated August 27, 2007.
10.4*		Futures Account Agreement dated January 21, 2001 by and among the Fund, the General Partner and Carr Futures Inc. (subsequently, Newedge USA, LLC).
10.5*		Corporate Cash Account Management Agreement dated September 25, 2007 by and among the Fund, the General Partner and UBS Financial Services, Inc.
31.01		Certification of Chief Executive Officer of the General Partner in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.02		Certification of Chief Financial Officer of the General Partner in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.01		Certification of Chief Executive Officer of the General Partner in accordance with Section 906 of the Sarbanes-Oxley Act of 2002
32.02		Certification of Chief Financial Officer of the General Partner in accordance with Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed with the Registrant’s Form 10 filed on April 27, 2009, and incorporated herein by reference.

**Filed with the Registrant’s Amendment No. 2 Form 10 filed on July 31, 2009, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the General Partner of the Registrant in the capacities and on the date indicated.

Dated: November 14, 2013

	Sage Fund Limited Partnership
	By:	Steben & Company, Inc.
		General Partner

	By:	/s/ Kenneth E. Steben
	Name:	Kenneth E. Steben
	Title:	President, Chief Executive Officer and Director of the General Partner
		(Principal Executive Officer)

	By:	/s/ Carl A. Serger
	Name:	Carl A. Serger
	Title:	Chief Financial Officer and Director of the General Partner
		(Principal Financial and Accounting Officer)

SAGE FUND LP 10-Q