<SUBMISSION>

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  /  /
Filed by a Party other than the Registrant  /X/

Check the appropriate box:
/  /  Preliminary Proxy Statement 
/  / Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/  /  Definitive Proxy Statement
/X /  Definitive Additional Materials
/  /  Soliciting Material Pursuant to Section 240.14a-12

CEDAR FAIR, L.P.

(Name of Registrant as Specified in Its Charter)

Q FUNDING III, L.P.
Q4 FUNDING, L.P.
PRUFROCK ONSHORE, L.P.
J ALFRED ONSHORE, LLC
STAR SPANGLED SPROCKETS, L.P.
EXCALIBUR DOMESTIC, LLC
GEOFFREY RAYNOR

(Name of Persons Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/  No fee required.
/  /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1)  Title of each class of securities to which transaction applies:

(2)  Aggregate number of securities to which transaction applies:

(3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)     Proposed maximum aggregate value of transaction:

(5)     Total fee paid:
/  /     Fee paid previously with preliminary materials:
/  /   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)  Amount previously paid:
(2)  Form, Schedule or Registration Statement No.:
(3)  Filing Party:
(4)  Date Filed:

The attached letter is being sent to unitholders on May 18, 2011.

In addition, attached is the text of a newspaper advertisement that was first published and furnished to unitholders on May 18, 2011.



Q Funding III, L.P. and Q4 Funding, L.P.
301 Commerce Street, Suite 3200
Fort Worth, Texas 76102-4140



May 18, 2011

Dear Fellow Cedar Fair Unitholders:

Our Board of Directors has recognized that unitholders want the right to nominate directors for election to the Board. They have proposed two amendments that would allow unitholders to have this right. Although we do not see eye-to-eye with the Board on many issues, we do support what the Board has proposed here, and we do give credit where credit is due.

Additionally, ISS, the world's leading independent proxy advisory firm, has recommended its clients vote FOR each of the two proposals because it is in the best interest of unitholders and is in accordance with best corporate governance practices.

It is critically important that all unitholders (i) check the FOR box, (ii) sign and (iii) date their proxy cards. Because of the extremely high threshold set by the Board, consistent with the Regulations, each unitholder must vote its Units, as simply not voting will count as a vote against both Board Proposals.

Q Investments urges unitholders to vote FOR each of the two director nomination resolutions. If you have misplaced the proxy card from the Company, another identical card is enclosed for your convenience.  You can also vote by calling (800) 454-8683 or do so online at www.proxyvote.com. Make sure to have your proxy card available when voting by telephone or online.

Sincerely yours,

Q Funding III & Q4 Funding