| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
c/o Ceres Managed Futures LLC |
| (Address of principal executive offices) (Zip Code) |
( |
| (Registrant’s telephone number, including area code) |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Large accelerated filer |
Accelerated filer |
Non-accelerated filerX |
||||
March 31, 2025 (Unaudited) |
December 31, 2024 |
|||||||
Assets: |
||||||||
Investment in the Fund (1) , at fair value |
$ | $ | ||||||
Redemptions receivable from the Fund |
||||||||
Equity in trading account: |
||||||||
Unrestricted cash |
||||||||
Restricted cash |
||||||||
Foreign cash (cost $ |
||||||||
Net unrealized appreciation on open futures contracts |
||||||||
Net unrealized appreciation on open forward contracts |
||||||||
Options purchased, at fair value (premiums paid $ |
||||||||
Total equity in trading account |
||||||||
Interest receivable |
||||||||
Total assets |
$ | |
$ | |
||||
Liabilities and Partners’ Capital: |
||||||||
Liabilities: |
||||||||
Net unrealized depreciation on open futures contracts |
$ | $ | ||||||
Net unrealized depreciation on open forward contracts |
||||||||
Options written, at fair value (premiums received $ |
||||||||
Accrued expenses: |
||||||||
Ongoing selling agent fees |
||||||||
Management fees |
||||||||
General Partner fees |
||||||||
Incentive fees |
||||||||
Professional fees |
||||||||
Redemptions payable to General Partner |
||||||||
Redemptions payable to Limited Partners |
||||||||
Total liabilities |
||||||||
Partners’ Capital: |
||||||||
General Partner, Class Z, |
||||||||
Limited Partners, Class A, |
||||||||
Limited Partners, Class D, |
||||||||
Limited Partners, Class Z, |
||||||||
Total partners’ capital (net asset value) |
||||||||
Total liabilities and partners’ capital |
$ | $ | ||||||
Net asset value per Redeemable Unit: |
||||||||
Class A |
$ | $ | ||||||
Class D |
$ | $ | ||||||
Class Z |
$ | $ | ||||||
(1) |
Defined in Note 1. |
Number of Contracts |
Fair Value |
% of Partners Capital | ||||||||||||||||||||
Futures Contracts Purchased |
||||||||||||||||||||||
Currencies |
$ | ( |
) | ( |
) % | * | ||||||||||||||||
Energy |
||||||||||||||||||||||
WTI CRUDE FUTURE MAY25 |
||||||||||||||||||||||
Other |
||||||||||||||||||||||
Grains |
( |
) | ( |
) | ||||||||||||||||||
Livestock |
||||||||||||||||||||||
Metals |
||||||||||||||||||||||
Softs |
( |
) | ( |
) | ||||||||||||||||||
Total futures contracts purchased |
||||||||||||||||||||||
Futures Contracts Sold |
||||||||||||||||||||||
Energy |
( |
) | ( |
) | ||||||||||||||||||
Grains |
||||||||||||||||||||||
Livestock |
||||||||||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||||||||
Softs |
( |
) | ( |
) | ||||||||||||||||||
Total futures contracts sold |
( |
) | ( |
) | ||||||||||||||||||
Net unrealized appreciation on open futures contracts |
$ | % | ||||||||||||||||||||
Unrealized Appreciation on Open Forward Contracts |
||||||||||||||||||||||
Metals |
$ | % | ||||||||||||||||||||
Total unrealized appreciation on open forward contracts |
||||||||||||||||||||||
Unrealized Depreciation on Open Forward Contracts |
||||||||||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||||||||
Total unrealized depreciation on open forward contracts |
( |
) | ( |
) | ||||||||||||||||||
Net unrealized appreciation on open forward contracts |
$ | % | ||||||||||||||||||||
Options Purchased |
||||||||||||||||||||||
Calls |
||||||||||||||||||||||
Energy |
$ | % | ||||||||||||||||||||
Grains |
||||||||||||||||||||||
Livestock |
||||||||||||||||||||||
Metals |
||||||||||||||||||||||
Puts |
||||||||||||||||||||||
Grains |
||||||||||||||||||||||
Metals |
||||||||||||||||||||||
Softs |
* | |||||||||||||||||||||
Total options purchased (premiums paid $ |
$ | % | ||||||||||||||||||||
Options Written |
||||||||||||||||||||||
Calls |
||||||||||||||||||||||
Grains |
$ | ( |
) | ( |
) % | |||||||||||||||||
Livestock |
( |
) | ( |
) | ||||||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||||||||
Softs |
( |
) | ( |
) | ||||||||||||||||||
Puts |
||||||||||||||||||||||
Grains |
( |
) | ( |
) | ||||||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||||||||
Softs |
( |
) | ( |
) | ||||||||||||||||||
Total options written (premiums received $ |
$ | ( |
) | ( |
) % | |||||||||||||||||
Fair Value |
% of Partners Capital |
|||||||||||||||||||||
Investment in the Fund |
||||||||||||||||||||||
CMF Drakewood Master Fund LLC |
$ | % | ||||||||||||||||||||
Total investment in the Fund |
$ | |
|
% | ||||||||||||||||||
| * | Due to rounding. |
Number of Contracts |
Fair Value |
% of Partners Capital | ||||||||||||||||||||
Futures Contracts Purchased |
||||||||||||||||||||||
Currencies |
$ | ( |
) | ( |
) % | |||||||||||||||||
Energy |
||||||||||||||||||||||
WTI CRUDE FUTURE FEB25 |
||||||||||||||||||||||
Other |
||||||||||||||||||||||
Grains |
||||||||||||||||||||||
Livestock |
* | |||||||||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||||||||
Softs |
( |
) | ( |
) | ||||||||||||||||||
Total futures contracts purchased |
||||||||||||||||||||||
Futures Contracts Sold |
||||||||||||||||||||||
Energy |
( |
) | ( |
) | ||||||||||||||||||
Grains |
( |
) | ( |
) | ||||||||||||||||||
Livestock |
||||||||||||||||||||||
Metals |
||||||||||||||||||||||
Softs |
||||||||||||||||||||||
Total futures contracts sold |
( |
) | ( |
) | ||||||||||||||||||
Net unrealized depreciation on open futures contracts |
$ | ( |
) | ( |
) % | |||||||||||||||||
Unrealized Appreciation on Open Forward Contracts |
||||||||||||||||||||||
Metals |
$ | % | ||||||||||||||||||||
Total unrealized appreciation on open forward contracts |
||||||||||||||||||||||
Unrealized Depreciation on Open Forward Contracts |
||||||||||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||||||||
Total unrealized depreciation on open forward contracts |
( |
) | ( |
) | ||||||||||||||||||
Net unrealized depreciation on open forward contracts |
$ | ( |
) | ( |
) % | |||||||||||||||||
Options Purchased |
||||||||||||||||||||||
Calls |
||||||||||||||||||||||
Grains |
$ | % | ||||||||||||||||||||
Metals |
||||||||||||||||||||||
Puts |
||||||||||||||||||||||
Energy |
||||||||||||||||||||||
Grains |
||||||||||||||||||||||
SOYBEAN FUT OPTN P @ 1000 MAY 25 |
||||||||||||||||||||||
SOYBEAN FUT OPTN P @ 1000 NOV 25 |
||||||||||||||||||||||
Other |
||||||||||||||||||||||
Livestock |
||||||||||||||||||||||
Metals |
||||||||||||||||||||||
Softs |
||||||||||||||||||||||
Total options purchased (premiums paid $ |
$ | % | ||||||||||||||||||||
Options Written |
||||||||||||||||||||||
Calls |
||||||||||||||||||||||
Grains |
$ | ( |
) | ( |
) % | |||||||||||||||||
Livestock |
( |
) | ( |
) | ||||||||||||||||||
Softs |
( |
) | ( |
) | ||||||||||||||||||
Puts |
||||||||||||||||||||||
Grains |
( |
) | ( |
) | ||||||||||||||||||
Livestock |
( |
) | ( |
) | ||||||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||||||||
Softs |
( |
) | ( |
) | ||||||||||||||||||
Total options written (premiums received $ |
$ | ( |
) | ( |
) % | |||||||||||||||||
Fair Value |
% of Partners Capital |
|||||||||||||||||||||
Investment in the Fund |
||||||||||||||||||||||
CMF Drakewood Master Fund LLC |
$ | % | ||||||||||||||||||||
Total investment in the Fund |
$ | |
|
% | ||||||||||||||||||
| * | Due to rounding. |
Three Months Ended March 31, | ||||||||
2025 |
2024 | |||||||
| Investment Income: |
||||||||
| Interest income |
$ | |
$ | |
||||
| Interest income allocated from the Funds |
||||||||
| |
|
|
|
|
| |||
| Total investment income |
||||||||
| |
|
|
|
|
| |||
| Expenses: |
||||||||
| Expenses allocated from the Funds |
||||||||
| Clearing fees related to direct investments |
||||||||
| Ongoing selling agent fees |
||||||||
| Management fees |
||||||||
| General Partner fees |
||||||||
| Incentive fees |
||||||||
| Professional fees |
||||||||
| |
|
|
|
|
| |||
| Total expenses |
||||||||
| |
|
|
|
|
| |||
| Net investment income (loss) |
( |
) | ( |
) | ||||
| |
|
|
|
|
| |||
| Trading Results: |
||||||||
| Net gains (losses) on trading of commodity interests and investments in the Funds: |
||||||||
| Net realized gains (losses) on closed contracts |
||||||||
| Net realized gains (losses) on closed contracts allocated from the Funds |
||||||||
| Net change in unrealized gains (losses) on open contracts |
( |
) | ||||||
| Net change in unrealized gains (losses) on open contracts allocated from the Funds |
( |
) | ( |
) | ||||
| |
|
|
|
|
| |||
| Total trading results |
||||||||
| |
|
|
|
|
| |||
| Net income (loss) |
$ | $ | ||||||
| |
|
|
|
|
| |||
| Net income (loss) per Redeemable Unit: * |
||||||||
| Class A |
$ | $ | ||||||
| |
|
|
|
|
| |||
| Class D |
$ | $ | ||||||
| |
|
|
|
|
| |||
| Class Z |
$ | $ | ||||||
| |
|
|
|
|
| |||
| Weighted average Redeemable Units outstanding: |
||||||||
| Class A |
||||||||
| |
|
|
|
|
| |||
| Class D |
||||||||
| |
|
|
|
|
| |||
| Class Z |
||||||||
| |
|
|
|
|
| |||
| * | Represents the change in net asset value per Redeemable Unit during the period. |
Class A |
Class D |
Class Z |
Total | |||||||||||||||||||||||||||||
Amount |
Redeemable Units |
Amount |
Redeemable Units |
Amount |
Redeemable Units |
Amount |
Redeemable Units | |||||||||||||||||||||||||
| Partners’ Capital, December 31, 2023 |
$ | |
$ | |
$ | |
$ | |||||||||||||||||||||||||
| Subscriptions - Limited Partners |
- | - | ||||||||||||||||||||||||||||||
| Redemptions - Limited Partners |
( |
) | ( |
) | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||
| Net income (loss) |
- | - | - | - | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Partners’ Capital, March 31, 2024 |
$ | $ | $ | $ | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Class A |
Class D |
Class Z |
Total | |||||||||||||||||||||||||||||
Amount |
Redeemable Units |
Amount |
Redeemable Units |
Amount |
Redeemable Units |
Amount |
Redeemable Units | |||||||||||||||||||||||||
| Partners’ Capital, December 31, 2024 |
$ | $ | $ | $ | ||||||||||||||||||||||||||||
| Subscriptions - Limited Partners |
- | - | ||||||||||||||||||||||||||||||
| Redemptions - Limited Partners |
( |
) | ( |
) | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||
| Net income (loss) |
- | - | - | - | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Partners’ Capital, March 31, 2025 |
$ | $ | $ | $ | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
1. |
Organization: |
2. |
Basis of Presentation and Summary of Significant Accounting Policies: |
3. |
Financial Highlights: |
Three Months Ended March 31, 2025 |
Three Months Ended March 31, 2024 |
|||||||||||||||||||||||||||||||||||||||||||||||
Class A |
Class D |
Class Z |
Class A |
Class D |
Class Z |
|||||||||||||||||||||||||||||||||||||||||||
| Per Redeemable Unit Performance |
||||||||||||||||||||||||||||||||||||||||||||||||
| (for a unit outstanding throughout the period): * |
||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized and unrealized gains (losses) |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net investment income (loss) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Increase (decrease) for the period |
||||||||||||||||||||||||||||||||||||||||||||||||
| Net asset value per Redeemable Unit, beginning of period |
||||||||||||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Net asset value per Redeemable Unit, end of period |
$ | |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Three Months Ended March 31, 2025 |
Three Months Ended March 31, 2024 |
|||||||||||||||||||||||||||||||||||||||||||||||
Class A |
Class D |
Class Z |
Class A |
Class D |
Class Z |
|||||||||||||||||||||||||||||||||||||||||||
| Ratios to Average Limited Partners’ Capital: ** |
||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income (loss) *** |
( |
) | % | ( |
) | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Operating expenses |
% | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
| Incentive fees |
% | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total expenses |
% | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total return: |
||||||||||||||||||||||||||||||||||||||||||||||||
| Total return before incentive fees |
% | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
| Incentive fees |
% | % | % | ( |
) | % | ( |
) | % | ( |
) | % | ||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total return after incentive fees |
% | % | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
4. |
Trading Activities: |
Gross Amounts Recognized |
Gross Amounts Offset in the Statements of Financial Condition |
Amounts Presented in the Statements of Financial Condition |
Gross Amounts Not Offset in the Statements of Financial Condition |
|||||||||||||||||||||
| March 31, 2025 |
Financial Instruments |
Cash Collateral Received/ Pledged* |
Net Amount |
|||||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| Futures |
$ | |
$ | ( |
) | $ | $ | $ | $ | |||||||||||||||
| Forwards |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | $ | ( |
) | $ | |
$ | $ | $ | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Liabilities |
||||||||||||||||||||||||
| Futures |
$ | ( |
) | $ | |
$ | $ | $ | $ | |||||||||||||||
| Forwards |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
$ | ( |
) | $ | $ | $ | $ | $ | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Net fair value |
$ | |
* | |||||||||||||||||||||
| |
|
|||||||||||||||||||||||
Gross Amounts Recognized |
Gross Amounts Offset in the Statements of Financial Condition |
Amounts Presented in the Statements of Financial Condition |
Gross Amounts Not Offset in the Statements of Financial Condition |
|||||||||||||||||||||
| December 31, 2024 |
Financial Instruments |
Cash Collateral Received/ Pledged* |
Net Amount |
|||||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| Futures |
$ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||
| Forwards |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | |
$ | ( |
) | $ | $ | |
$ | $ | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Liabilities |
||||||||||||||||||||||||
| Futures |
$ | ( |
) | $ | $ | ( |
) | $ | $ | |
$ | |||||||||||||
| Forwards |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
$ | ( |
) | $ | |
$ | ( |
) | $ | $ | $ | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| Net fair value |
$ | * | ||||||||||||||||||||||
| |
|
|||||||||||||||||||||||
| * | In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s non-exchange-traded contracts, as applicable, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, MS&Co. may not post collateral and as such, in the event of default by MS&Co., the Partnership is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Partnership’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default. In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
March 31, 2025 |
||||
| Assets |
||||
| Futures Contracts |
||||
| Energy |
$ | |||
| Grains |
||||
| Livestock |
||||
| Metals |
||||
| Softs |
||||
| |
|
|||
| Total unrealized appreciation on open futures contracts |
|
|||
| |
|
|||
| Liabilities |
||||
| Futures Contracts |
||||
| Currencies |
( |
|||
| Energy |
( |
|||
| Grains |
( |
|||
| Livestock |
( |
|||
| Metals |
( |
|||
| Softs |
( |
|||
| |
|
|||
| Total unrealized depreciation on open futures contracts |
( |
|||
| |
|
|||
| Net unrealized appreciation on open futures contracts |
$ | * | ||
| |
|
|||
| Assets |
||||
| Forward Contracts |
||||
| Metals |
$ | |||
| |
|
|||
| Total unrealized appreciation on open forward contracts |
||||
| |
|
|||
| Liabilities |
||||
| Forward Contracts |
||||
| Metals |
( |
|||
| |
|
|||
| Total unrealized depreciation on open forward contracts |
( |
|||
| |
|
|||
| Net unrealized appreciation on open forward contracts |
$ | ** | ||
| |
|
|||
| Assets |
||||
| Options Purchased |
||||
| Energy |
$ | |||
| Grains |
||||
| Livestock |
||||
| Metals |
||||
| Softs |
||||
| |
|
|||
| Total options purchased |
$ | *** | ||
| |
|
|||
| Liabilities |
||||
| Options Written |
||||
| Grains |
$ | ( |
||
| Livestock |
( |
|||
| Metals |
( |
|||
| Softs |
( |
|||
| |
|
|||
| Total options written |
$ | ( |
**** | |
| |
|
|||
| * | This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition. |
| ** | This amount is in “Net unrealized appreciation on open forward contracts” in the Statements of Financial Condition. |
| *** | This amount is in “Options purchased, at fair value” in the Statements of Financial Condition. |
| **** | This amount is in “Options written, at fair value” in the Statements of Financial Condition. |
December 31, 2024 |
||||
| Assets |
||||
| Futures Contracts |
||||
| Energy |
$ | |||
| Grains |
||||
| Livestock |
||||
| Metals |
||||
| Softs |
||||
| |
|
|||
| Total unrealized appreciation on open futures contracts |
||||
| |
|
|||
| Liabilities |
||||
| Futures Contracts |
||||
| Currencies |
( |
|||
| Energy |
( |
|||
| Grains |
( |
|||
| Livestock |
( |
|||
| Metals |
( |
|||
| Softs |
( |
|||
| |
|
|||
| Total unrealized depreciation on open futures contracts |
( |
|||
| |
|
|||
| Net unrealized depreciation on open futures contracts |
$ | ( |
* | |
| |
|
|||
| Assets |
||||
| Forward Contracts |
||||
| Metals |
$ | |||
| |
|
|||
| Total unrealized appreciation on open forward contracts |
||||
| |
|
|||
| Liabilities |
||||
| Forward Contracts |
||||
| Metals |
( |
|||
| |
|
|||
| Total unrealized depreciation on open forward contracts |
( |
|||
| |
|
|||
| Net unrealized depreciation on open forward contracts |
$ | ( |
** | |
| |
|
|||
| Assets |
||||
| Options Purchased |
||||
| Energy |
$ | |||
| Grains |
||||
| Livestock |
||||
| Metals |
||||
| Softs |
||||
| |
|
|||
| Total options purchased |
$ | *** | ||
| |
|
|||
| Liabilities |
||||
| Options Written |
||||
| Grains |
$ | ( |
||
| Livestock |
( |
|||
| Metals |
( |
|||
| Softs |
( |
|||
| |
|
|||
| Total options written |
$ | ( |
**** | |
| |
|
|||
| * | This amount is in “Net unrealized depreciation on open futures contracts” in the Statements of Financial Condition. |
| ** | This amount is in “Net unrealized depreciation on open forward contracts” in the Statements of Financial Condition. |
| *** | This amount is in “Options purchased, at fair value” in the Statements of Financial Condition. |
| **** | This amount is in “Options written, at fair value” in the Statements of Financial Condition. |
Three Months Ended March 31, |
||||||||
| Sector |
2025 |
2024 |
||||||
| Currencies |
$ | $ | ( |
|||||
| Energy |
||||||||
| Grains |
||||||||
| Livestock |
( |
|||||||
| Metals |
( |
|||||||
| Softs |
( |
( |
||||||
| |
|
|
|
|||||
| Total |
$ | |
***** | $ | |
***** | ||
| |
|
|
|
|||||
| ***** | This amount is included in “Total trading results” in the Statements of Income and Expenses. |
5. |
Fair Value Measurements: |
March 31, 2025 |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Assets |
||||||||||||||||
Futures |
$ | $ | $ | - | $ | - | ||||||||||
Forwards |
- | - | ||||||||||||||
Options purchased |
- | - | ||||||||||||||
Total assets |
$ | $ | $ | $ | - | |||||||||||
Liabilities |
||||||||||||||||
Futures |
$ | $ | $ | - | $ | - | ||||||||||
Forwards |
- | - | ||||||||||||||
Options written |
- | - | ||||||||||||||
Total liabilities |
$ | $ | $ | $ | - | |||||||||||
December 31, 2024 |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Assets |
||||||||||||||||
Futures |
$ | $ | $ | - | $ | - | ||||||||||
Forwards |
- | - | ||||||||||||||
Options purchased |
- | - | ||||||||||||||
Total assets |
$ | |
$ | $ | $ | - | ||||||||||
Liabilities |
||||||||||||||||
Futures |
$ | $ | $ | - | $ | - | ||||||||||
Forwards |
- | - | ||||||||||||||
Options written |
- | - | ||||||||||||||
Total liabilities |
$ | $ | |
$ | |
$ | - |
|||||||||
6. |
Investment in the Funds: |
March 31, 2025 | ||||||||||||
Total Assets |
Total Liabilities |
Total Capital | ||||||||||
Drakewood Master |
$ | |
$ | $ | |
|||||||
December 31, 2024 | ||||||||||||
Total Assets |
Total Liabilities |
Total Capital | ||||||||||
NL Master |
$ | $ | |
$ | ||||||||
Drakewood Master |
||||||||||||
Summarized information reflecting the net investment income (loss), total trading results and net income (loss) of the Funds is shown in the following tables: |
||||||||||||
For the three months ended March 31, 2025 | ||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) | ||||||||||
Drakewood Master |
$ | $ | $ | |||||||||
For the three months ended March 31, 2024 | ||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) | ||||||||||
NL Master |
$ | $ | ( |
) | $ | ( |
) | |||||
Drakewood Master |
||||||||||||
March 31, 2025 |
For the three months ended March 31, 2025 |
|||||||||||||||||||||||||||
% of Partners’ Capital |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||
Funds |
Fair Value |
Income (Loss) |
Clearing Fees |
Professional Fees |
Investment Objective |
Redemptions Permitted | ||||||||||||||||||||||
Drakewood Master |
|
% | $ | |
$ | |
$ | |
$ | $ | ||||||||||||||||||
| $ | |
$ | |
$ | $ | |
$ | |
||||||||||||||||||||
December 31, 2024 |
For the three months ended March 31, 2024 |
|||||||||||||||||||||||||||
% of Partners’ Capital |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||
Funds |
Fair Value |
Income (Loss) |
Clearing Fees |
Professional Fees |
Investment Objective |
Redemptions Permitted | ||||||||||||||||||||||
NL Master |
% | $ | $ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||||||||
Drakewood Master |
% | |||||||||||||||||||||||||||
| $ | $ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||||||||||
7. |
Financial Instrument Risks: |
8. |
Subsequent Events: |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources
The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) equity in trading account, consisting of unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and options purchased at fair value, if applicable, and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first quarter of 2025.
The Partnership’s/Funds’ investment in futures, forwards and options may, from time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Trades may not be executed at prices beyond the daily limit. If the price for a particular futures or option contract has increased or decreased by an amount equal to the daily limit, positions in that futures or option contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Partnership/Funds from promptly liquidating their futures or option contracts and result in restrictions on redemptions.
Other than the risks inherent in commodity futures, forwards, options and swaps trading, and U.S. Treasury bills and money market mutual fund securities, the General Partner/Trading Manager knows of no trends, demands, commitments, events or uncertainties which will result in or which are reasonably likely to result in the Partnership’s/Funds’ liquidity increasing or decreasing in any material way.
The Partnership’s capital consists of the capital contributions of the partners, as increased or decreased by realized and/or unrealized gains and losses on trading and by expenses, interest income, subscriptions and redemptions of Redeemable Units and distributions of profits, if any. The Partnership’s primary need for capital resources is for Futures Interests trading.
For the three months ended March 31, 2025, Partnership capital decreased 0.2% from $123,195,247 to $122,892,299. This decrease was attributable to redemptions of 1,680.0620 Class A limited partner Redeemable Units totaling $4,503,295 which was partially offset by subscriptions of 94.1550 Class A limited partner Redeemable Units totaling $250,000, subscriptions of 11.4260 Class Z limited partner Redeemable Units totaling $25,000 and net income of $3,925,347. Future redemptions can impact the amount of funds available for direct investments and investment in the Funds in subsequent periods.
Other than as discussed above, there are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Partnership’s capital resource arrangements at the present time.
Off-Balance Sheet Arrangements and Contractual Obligations
The Partnership does not have any off-balance sheet arrangements, nor does it have contractual obligations or commercial commitments to make future payments, that would affect its liquidity or capital resources.
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting periods. The General Partner believes that the estimates and assumptions utilized in preparing the financial statements are reasonable. As a result, actual results could differ from those estimates. A summary of the Partnership’s significant accounting policies is described in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Financial Statements.
The Partnership/Funds record all investments at fair value in their respective financial statements, with changes in fair value reported as a component of net realized gains (losses) and net change in unrealized gains (losses) in the respective Statements of Income and Expenses.
21
Results of Operations
During the Partnership’s first quarter of 2025, the net asset value per Redeemable Unit for Class A increased 3.2% from $2,627.20 to $2,711.81 as compared to an increase of 2.4% in the first quarter of 2024. During the Partnership’s first quarter of 2025, the net asset value per Redeemable Unit for Class D increased 3.2% from $2,083.28 to $2,150.38 as compared to an increase of 2.4% in the first quarter of 2024. During the Partnership’s first quarter of 2025, the net asset value per Redeemable Unit for Class Z increased 3.4% from $2,187.95 to $2,262.67 as compared to an increase of 2.5% in the first quarter of 2024. The Partnership experienced a net trading gain before fees and expenses during the first quarter of 2025 of $4,129,664. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in energy, grains and metals and were partially offset by losses in currencies, livestock and softs. The Partnership experienced a net trading gain before fees and expenses during the first quarter of 2024 of $3,662,884. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, grains and livestock and were partially offset by losses in metals and softs.
During the first quarter, the most notable gains were achieved within the metals markets throughout the first three months of the year from long positions in copper futures as prices rallied on industrial buying attempting to stockpile supplies before potential global tariffs were enacted. Further gains in the metals were experienced from positions in gold, tin, and platinum futures. In the energy sector, gains were recorded during January primarily from long positions in crude oil futures as prices rallied in the first half of the month. Further gains in the energies were during March primarily from long positions in Brent crude oil futures as prices advanced over the second half of the month as President Trump announced potentially new sanctions on Iranian oil production. Further gains were recorded within the grains sector during February from short positions in soybean and wheat futures as prices dropped after reports indicated grain harvests in South America would be higher than previously predicted. A portion of the Partnership’s gains for the first quarter was offset by losses incurred within the livestock markets during January from short positions in live cattle futures as beef prices moved higher amid low cattle slaughter rates. In the soft commodities, losses were recorded during March from long positions in cocoa futures as an easing of extreme weather conditions in West Africa increased production predictions. Losses in the soft commodities during March were also recorded from positions in coffee and sugar futures.
Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase not only the risks involved in commodity trading, but also the possibility of profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other factors, changing supply and demand relationships, weather, pandemics, epidemics and other health crises, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership/Funds expect to increase capital through operations.
Interest income on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Funds’) brokerage account during each month is earned at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or the Funds’ account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest income earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Interest income earned for the three months ended March 31, 2025 decreased by $614,617 as compared to the corresponding period in 2024. The decrease in interest income was primarily due to lower interest rates during the three months ended March 31, 2025 as compared to the corresponding period in 2024. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership’s and/or the applicable Funds’ accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control.
22
Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three months ended March 31, 2025 increased by $163,772 as compared to the corresponding period in 2024. The increase in these clearing fees was primarily due to an increase in the number of direct trades made by the Partnership during the three months ended March 31, 2025 as compared to the corresponding period in 2024.
Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted Net Assets of Class A Redeemable Units and Class D Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three months ended March 31, 2025 decreased by $45,119 as compared to the corresponding period in 2024. The decrease was due to lower average adjusted net assets during the three months ended March 31, 2025 as compared to the corresponding period in 2024.
Management fees are calculated as a percentage of the Partnership’s adjusted Net Assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three months ended March 31, 2025 decreased by $78,173 as compared to the corresponding period in 2024. The decrease was due to lower average net assets during the three months ended March 31, 2025 as compared to the corresponding period in 2024.
General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership including, among other things, (i) selecting, appointing and terminating the Partnership’s commodity trading advisors, (ii) allocating and reallocating the Partnership’s assets among the commodity trading advisors and (iii) monitoring the activities of the commodity trading advisors. These fees are calculated as a percentage of the Partnership’s adjusted net assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. General Partner fees for the three months ended March 31, 2025 decreased by $46,063 as compared to the corresponding period in 2024. This decrease was due to lower average net assets during the three months ended March 31, 2025 as compared to the corresponding period in 2024.
Incentive fees are based on the Net Trading Profits (as defined in the respective management agreements between the Partnership, the General Partner and each Advisor) generated by each Advisor at the end of each quarter, half year or year, as applicable. Trading performance for the three months ended March 31, 2025 and 2024 resulted in incentive fees of $0 and $656,304, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred and earns additional new trading profits for the Partnership.
In allocating substantially all of the assets of the Partnership among the Advisors, the General Partner considers, among other factors, the Advisors’ past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the Advisors and allocate assets to additional advisors at any time.
As of March 31, 2025 and December 31, 2024, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:
| Advisor |
March 31, 2025 | March 31, 2025 (percentage of Partners’ Capital) |
December 31, 2024 | December 31, 2024 (percentage of Partners’ Capital) |
||||||||||||
| Millburn |
$ | 46,197,662 | 38% | $ | 41,822,109 | 34% | ||||||||||
| Ospraie |
25,770,887 | 21% | 24,547,887 | 20% | ||||||||||||
| Northlander |
- | 0% | 3,807,148 | 3% | ||||||||||||
| Drakewood |
17,751,219 | 14% | 17,511,229 | 14% | ||||||||||||
| Opus |
30,721,978 | 25% | 31,625,551 | 26% | ||||||||||||
| Unallocated |
2,450,553 | 2% | 3,881,323 | 3% | ||||||||||||
23
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by the Partnership/Funds are acquired for speculative trading purposes, and all or substantially all of the Partnership’s/Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s/Funds’ main line of business.
The limited partners will not be liable for losses exceeding the current net asset value of their investment.
Market movements result in frequent changes in the fair value of the Partnership’s/Funds’ open positions and, consequently, in their earnings and cash balances. The Partnership’s/Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s/Funds’ open positions and the liquidity of the markets in which they trade.
The Partnership/Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s/Funds’ past performance is not necessarily indicative of their future results.
Quantifying the Partnership’s and the Funds’ Trading Value at Risk
The following quantitative disclosures regarding the Partnership’s/Funds’ market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.
The Partnership/Funds account for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership’s/Funds’ open positions is directly reflected in the Partnership’s/Funds’ earnings and cash flow.
The Partnership’s/Funds’ risk exposure in the market sectors traded by the Advisors is estimated below in terms of Value at Risk. Please note that the Value at Risk model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either the General Partner or the Advisors in their daily risk management activities.
“Value at Risk” is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s/Funds’ experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risk.
Exchange margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.
Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. Drakewood trades the Partnership’s assets indirectly in the master fund’s managed account established in the name of the master fund over which they have been granted limited authority to make trading decisions. Millburn, Ospraie and Opus directly trade managed accounts in the name of the Partnership. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e in the managed accounts in the Partnership’s name traded by certain Advisors) and indirectly by each Fund separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.
24
The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31, 2025. As of March 31, 2025, the Partnership’s total capitalization was $122,892,299.
| March 31, 2025 | ||||||||
| Market Sector |
Value at Risk |
% of Total | ||||||
| Currencies |
$ | 28,363 | 0.03 | % | ||||
| Energy |
2,345,929 | 1.91 | ||||||
| Grains |
2,140,615 | 1.74 | ||||||
| Livestock |
189,108 | 0.15 | ||||||
| Metals |
5,104,126 | 4.15 | ||||||
| Softs |
1,122,513 | 0.91 | ||||||
|
|
|
|
|
| ||||
| Total |
$ | 10,930,654 | 8.89 | % | ||||
|
|
|
|
|
| ||||
The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2024. As of December 31, 2024, the Partnership’s total capitalization was $123,195,247.
| December 31, 2024 | ||||||||
| Market Sector |
Value at Risk |
% of Total | ||||||
| Currencies |
$ | 27,735 | 0.02 | % | ||||
| Energy |
2,164,987 | 1.76 | ||||||
| Grains |
2,106,373 | 1.71 | ||||||
| Livestock |
95,370 | 0.08 | ||||||
| Metals |
4,491,128 | 3.64 | ||||||
| Softs |
1,831,610 | 1.49 | ||||||
|
|
|
|
|
| ||||
| Total |
$ | 10,717,203 | 8.70 | % | ||||
|
|
|
|
|
| ||||
The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investment in the Funds as of March 31, 2025 and December 31, 2024, and the highest, lowest and average values during the three months ended March 31, 2025 and the twelve months ended December 31, 2024. All open contracts trading risk exposures have been included in calculating the figures set forth below.
As of March 31, 2025 and December 31, 2024, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:
| March 31, 2025 | ||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
| Market Sector |
Value at Risk | % of Total Capitalization |
High Value at Risk |
Low Value at Risk |
Average Value at Risk * | |||||||||||||||
| Energy |
$ | 2,345,929 | 1.91 | % | $ | 2,785,848 | $ | 747,456 | $ | 1,864,102 | ||||||||||
| Grains |
2,140,615 | 1.74 | 3,283,277 | 1,285,179 | 2,189,086 | |||||||||||||||
| Livestock |
189,108 | 0.15 | 251,152 | 50,820 | 125,491 | |||||||||||||||
| Metals |
1,369,258 | 1.11 | 1,705,887 | 776,078 | 1,344,329 | |||||||||||||||
| Softs |
1,122,513 | 0.91 | 2,386,203 | 894,550 | 1,516,712 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Total |
$ | 7,167,423 | 5.82 | % | ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| * | Average of daily Values at Risk. |
25
| December 31, 2024 | ||||||||||||||||||||
| Twelve Months Ended December 31, 2024 | ||||||||||||||||||||
| Market Sector |
Value at Risk | % of Total Capitalization |
High Value at Risk |
Low Value at Risk |
Average Value at Risk * | |||||||||||||||
| Currencies |
$ | 11,880 | 0.01 | % | $ | 271,403 | $ | 10,395 | $ | 148,894 | ||||||||||
| Energy |
2,164,987 | 1.76 | 3,895,847 | 454,870 | 1,762,163 | |||||||||||||||
| Grains |
2,106,373 | 1.71 | 3,884,134 | 854,112 | 1,764,175 | |||||||||||||||
| Livestock |
95,370 | 0.08 | 672,202 | 58,685 | 192,189 | |||||||||||||||
| Metals |
1,687,565 | 1.37 | 1,875,738 | 839,593 | 1,317,942 | |||||||||||||||
| Softs |
1,831,610 | 1.49 | 5,239,839 | 775,371 | 2,721,491 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Total |
$ | 7,897,785 | 6.42 | % | ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| * | Annual average of daily Values at Risk. |
As of December 31, 2024, the Partnership fully redeemed its investment from NL Master.
As of March 31, 2025, Drakewood Master’s total capitalization was $44,595,858, and the Partnership owned approximately 38.6% of Drakewood Master. As of March 31, 2025, Drakewood Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Drakewood Master for trading) was as follows:
| March 31, 2025 | ||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
| Market Sector |
Value at Risk | % of Total Capitalization |
High Value at Risk |
Low Value at Risk |
Average Value at Risk * | |||||||||||||||
| Currencies |
$ | 73,480 | 0.16 | % | $ | 120,560 | $ | - | $ | 57,107 | ||||||||||
| Metals |
9,675,823 | 21.70 | 9,809,040 | 5,925,165 | 7,784,856 | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Total |
$ | 9,749,303 | 21.86 | % | ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| * | Average of daily Values at Risk. |
As of December 31, 2024, Drakewood Master’s total capitalization was $42,341,747, and the Partnership owned approximately
41.3% of Drakewood Master. As of December 31, 2024, Drakewood Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Drakewood Master for trading) was as follows:
| December 31, 2024 | ||||||||||||||||||||
| Twelve Months Ended December 31, 2024 | ||||||||||||||||||||
| Market Sector |
Value at Risk | % of Total Capitalization |
High Value at Risk |
Low Value at Risk |
Average Value at Risk * | |||||||||||||||
| Currencies |
$ | 38,390 | 0.09 | % | $ | 204,050 | $ | - | $ | 106,063 | ||||||||||
| Metals |
6,788,289 | 16.03 | 9,052,374 | 3,500,321 | 6,499,735 | |||||||||||||||
|
|
|
|
|
|
||||||||||||||||
| Total |
$ | 6,826,679 | 16.12 | % | ||||||||||||||||
|
|
|
|
|
|
||||||||||||||||
* Annual average of daily Values at Risk.
26
Item 4. Controls and Procedures.
The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the President and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.
The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.
The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025, and, based on that evaluation, the General Partner’s President and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.
The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:
| • | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; |
| • | provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and |
| • | provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements. |
There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which Morgan Stanley & Co. LLC or its subsidiaries is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.
On June 1, 2011, Morgan Stanley & Co. Incorporated converted from a Delaware corporation to a Delaware limited liability company. As a result of that conversion, Morgan Stanley & Co. Incorporated is now named Morgan Stanley & Co. LLC (“MS&Co.” or “the Company”).
The Company is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including the Company. As a consolidated subsidiary of Morgan Stanley, the Company does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2024, 2023, 2022, 2021, and 2020. In addition, the Company annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the Commitments, Guarantees and Contingencies – Legal section of the Company’s 2023 Audited Financial Statement.
In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the third-party entities that are, or would otherwise be, the primary defendants in such cases are bankrupt, in financial distress, or may not honor applicable indemnification obligations. These actions have included, but are not limited to, antitrust claims, claims under various false claims act statutes, and matters arising from our sales and trading businesses and our activities in the capital markets.
Each of Morgan Stanley and the Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental or other regulatory agencies regarding the Company’s business and involving, among other matters, sales, trading, financing, prime brokerage, market-making activities, investment banking advisory services, capital market activities, financial products or offerings sponsored, underwritten, or sold by the Company, wealth and investment management services, and accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions, limitations on our ability to conduct certain business, or other relief.
The Company is a Delaware limited liability company with its main business office located at 1585 Broadway, New York, New York 10036. Among other registrations and memberships, the Company is registered as a futures commission merchant and is a member of the National Futures Association.
28
During the preceding five years, the following administrative, civil, or criminal actions pending, on appeal or concluded against the Company or any of its principals are material within the meaning of CFTC Rule 4.24(l)(2) or 4.34(k)(2):
Regulatory and Governmental Matters
On January 12, 2024, the U.S. Attorney’s Office for the Southern District of New York (“USAO”) and the SEC announced they had reached settlement agreements with the Company in connection with their investigations into the Company’s blocks business. Specifically, the Company entered into a three-year non-prosecution agreement (“NPA”) with the USAO that included the payment of forfeiture, restitution, and a criminal fine for making false statements in connection with the sale of certain block trades from 2018 through August 2021. The NPA required the Company to admit responsibility for certain acts of its employees and to continue to cooperate with and provide certain information to the USAO for the term of the agreement. Additionally, the SEC charged the Company with violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder for the disclosure of confidential information about block trades and also violations of Section 15(g) of the Exchange Act for the failure to enforce its policies concerning the misuse of material non-public information related to block trades. As part of the SEC agreement, the Company paid disgorgement and a civil penalty. After the agreed-upon credits were applied, the Company paid a total amount of approximately $249 million under both settlements.
On September 30, 2020, the SEC entered into a settlement order with the Company settling an administrative action which relates to the Company’s violations of the order marking requirements of Regulation SHO of the Exchange Act resulting from its improper use of aggregation units in structuring the Company’s equity swaps business. The order found that the Company improperly operated its equity swaps business without netting certain “long” and “short” positions as required by Rule 200(c) of Regulation SHO. The order found that the long exposure to an equity security (the “Long Unit”) and the short exposure to an equity security (the “Short Unit”) were not independent from one another and did not have separate trading strategies or objectives without regard to each other, and that the Long and Short Units were not eligible for the exception in Rule 200(f) of Regulation SHO. The order found that the Company willfully violated Section 200(g) of Regulation SHO. The Company consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; to pay a civil penalty of $5 million; and to comply with the undertaking enumerated in the order.
The Firm has reached agreements in principle with two regulatory agencies—the SEC for $125 million and the CFTC for $75 million—to resolve record-keeping related investigations by those agencies relating to business communications on messaging platforms that had not been approved by the Firm. The Company was one of the entities involved in these investigations, and has recognized a provision of $63 million in anticipation of concluding the settlement with the SEC. On September 27, 2022, the Firm’s settlements with the SEC and the CFTC became effective.
29
Civil Litigation
On May 17, 2013, the plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against the Company and certain affiliates in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint alleges that defendants made material misrepresentations and omissions in the sale to the plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company to the plaintiff was approximately $133 million. The complaint alleges causes of action against the Company for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, inter alia, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part the Company’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by the Company or sold to the plaintiff by the Company was approximately $116 million. On August 11, 2016, the Appellate Division affirmed the trial court’s order denying in part the Company’s motion to dismiss the complaint. On July 15, 2022, the Company filed a motion for summary judgment on all remaining claims. On March 1, 2023, the court granted in part and denied in part the Company’s motion for summary judgment, narrowing the alleged misrepresentations at issue in the case. On March 26, 2024, the Appellate Division affirmed the trial court’s summary judgment order. On August 27, 2024, the plaintiff notified the court that in light of the court’s rulings to exclude certain evidence at trial, the plaintiff could not prove its claims at trial, and requested that the court dismiss the case, subject to its right to appeal the evidentiary rulings. On August 28, 2024, the court dismissed the case, and judgment was entered in the Company’s favor. The plaintiff has filed notices of appeal.
Beginning in February of 2016, the Company was named as a defendant in multiple purported antitrust class actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York (“SDNY”) styled In Re: Interest Rate Swaps Antitrust Litigation. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. and New York state antitrust laws from 2008 through December of 2016 in connection with alleged efforts to prevent the development of electronic exchange-based platforms for interest rate swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rate swaps from defendants, as well as on behalf of three operators of swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, inter alia, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants’ motion to dismiss the complaints. On December 15, 2023, the court denied the class plaintiffs’ motion for class certification. On December 29, 2023, the class plaintiffs petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision. On February 28, 2024, the parties reached an agreement in principle to settle the class claims. On July 11, 2024, the court granted preliminary approval of the settlement.
On August 13, 2021, the plaintiff in Camelot Event Driven Fund, a Series of Frank Funds Trust v. Morgan Stanley & Co. LLC, et al. filed in the Supreme Court of NY a purported class action complaint alleging violations of federal securities laws against ViacomCBS (“Viacom”), certain of its officers and directors, and the underwriters, including the Company, of two March 2021 Viacom offerings: a $1,700 million Viacom Class B Common Stock offering and a $1,000 million offering of 5.75% Series A Mandatory Convertible Preferred Stock (collectively, the “Offerings”). The complaint seeks certification of the class of plaintiffs and unspecified compensatory damages and alleges, inter alia, that the Viacom offering documents for both issuances contained material misrepresentations and omissions because they did not disclose that
30
certain of the underwriters, including the Company, had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos Capital Management LP (“Archegos”), a fund with significant exposure to Viacom securities across multiple prime brokers. The complaint also alleges that the offering documents did not adequately disclose the risks associated with Archegos’s concentrated Viacom positions at the various prime brokers, including that the unwind of those positions could have a deleterious impact on the stock price of Viacom. On November 5, 2021, the complaint was amended to add allegations that defendants failed to disclose that certain underwriters, including the Company, had intended to unwind Archegos’s Viacom positions while simultaneously distributing the Offerings. On February 6, 2023, the court issued a decision denying motions to dismiss as to the Company and the other underwriters, but granting the motion to dismiss as to Viacom and the Viacom individual defendants. On February 15, 2023, the underwriters, including the Company, filed their notices of appeal of the denial of their motions to dismiss. On March 10, 2023, the plaintiff appealed the dismissal of Viacom and the individual Viacom defendants. On April 4, 2024, the Appellate Division upheld the lower court’s decision as to the Company and other underwriter defendants that had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos, dismissed the remaining underwriters, and upheld the dismissal of Viacom and its officers and directors. On July 25, 2024, the Appellate Division denied the plaintiff’s and the Company’s respective motions for leave to reargue or appeal the April 4, 2024 decision. On January 4, 2024, the court granted the plaintiff’s motion for class certification, which the defendants have appealed.
The Company is a defendant in three antitrust class action complaints which have been consolidated into one proceeding in the United States District Court for the SDNY under the caption City of Philadelphia, et al. v. Bank of America Corporation, et al. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. antitrust laws and relevant state laws in connection with alleged efforts to artificially inflate interest rates for Variable Rate Demand Obligations (“VRDO”). The consolidated complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. The complaint was filed on behalf of a class of municipal issuers of VRDO for which defendants served as remarketing agent. On November 2, 2020, the court granted in part and denied in part the defendants’ motion to dismiss the consolidated complaint, dismissing state law claims, but denying dismissal of the U.S. antitrust claims. On September 21, 2023, the court granted plaintiffs’ motion for class certification. On February 5, 2024, the United States Court of Appeals for the Second Circuit granted leave to appeal that decision.
On February 21, 2025, the U.K. Competition and Markets Authority announced a settlement with an affiliate of the Company, as well as other financial institutions, in connection with its investigation of suspected anti-competitive arrangements in the financial services sector, specifically regarding the affiliate’s activities concerning certain liquid fixed income products between 2009 and 2012. Separately, on June 16, 2023, the affiliate and the Company, together with a number of other financial institutions, were named as defendants in a purported antitrust class action in the United States District Court for the SDNY styled Oklahoma Firefighters Pension and Retirement System v. Deutsche Bank Aktiengesellschaft, et al., alleging, inter alia, that they violated U.S. antitrust laws in connection with their alleged effort to fix prices of gilts traded in the United States between 2009 and 2013. The complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. On September 16, 2024, the court granted defendants’ joint motion to dismiss, and the complaint was dismissed without prejudice. The Firm and other defendants have reached an agreement in principle to settle the U.S. litigation.
31
Settled Civil Litigation
On August 18, 2009, Relators Roger Hayes and C. Talbot Heppenstall, Jr., filed a qui tam action in New Jersey state court styled State of New Jersey ex. rel. Hayes v. Bank of America Corp., et al. The complaint, filed under seal pursuant to the New Jersey False Claims Act, alleged that the Company and several other underwriters of municipal bonds had defrauded New Jersey issuers by misrepresenting that they would achieve the best price or lowest cost of capital in connection with certain municipal bond issuances. On March 17, 2016, the court entered an order unsealing the complaint. On November 17, 2017, Relators filed an amended complaint to allege the Company mispriced certain bonds issued in twenty-three bond offerings between 2008 and 2017, having a total par amount of $6,900 million. The complaint sought, among other relief, treble damages. On February 22, 2018, the Company moved to dismiss the amended complaint, and on July 17, 2018, the court denied the Company’s motion. On October 13, 2021, following a series of voluntary and involuntary dismissals, Relators limited their claims to certain bonds issued in five offerings the Company underwrote between 2008 and 2011, having a total par amount of $3,900 million. On August 22, 2023, the Company reached an agreement in principle to settle the litigation. The final agreement became effective on January 30, 2024.
On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against the Company, styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., in the Supreme Court of NY. The complaint related to a $275 million credit default swap (“CDS”) referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserted claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that the Company misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that the Company knew that the assets backing the CDO were of poor quality when it entered into the CDS with CDIB. On March 22, 2021, the parties entered into a settlement agreement. On April 16, 2021, the court entered a stipulation of voluntary discontinuance, with prejudice.
On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against the Company and other defendants in the Circuit Court of the State of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011, which alleged that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by the Company at issue in the action was approximately $203 million. The complaint sought, inter alia, to rescind the plaintiff’s purchase of such certificates. On November 4, 2021, the Company entered into an agreement to settle the litigation.
32
In August of 2017, the Company was named as a defendant in a purported antitrust class action in the United States District Court for the SDNY styled Iowa Public Employees’ Retirement System et al. v. Bank of America Corporation et al. Plaintiffs alleged, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. antitrust laws and New York state law in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for securities lending. The complaint was filed on behalf of a purported class of borrowers and lenders who entered into stock loan transactions with the defendants. The complaint sought, inter alia, certification of the class of plaintiffs and treble damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the complaint. Plaintiffs’ motion for class certification was referred by the District Court to a magistrate judge who, on June 30, 2022, issued a report and recommendation that the District Court certify a class. The motion for class certification and the parties’ objections to the report and recommendation are pending before the District Court. On May 20, 2023, the Company reached an agreement in principle to settle the litigation. On September 11, 2024, the court granted final approval of the settlement.
Beginning on March 25, 2019, the Company was named as a defendant in a series of putative class action complaints filed in the United States District Court for the SDNY, the first of which is styled Alaska Electrical Pension Fund v. BofA Secs., Inc., et al. Each complaint alleged a conspiracy to fix prices and restrain competition in the market for unsecured bonds issued by the following Government-Sponsored Enterprises: the Federal National Mortgage Association; the Federal Home Loan Mortgage Corporation; the Federal Farm Credit Banks Funding Corporation; and the Federal Home Loan Banks. The purported class period for each suit is from January 1, 2012 to June 1, 2018. Each complaint raised a claim under Section 1 of the Sherman Act and sought, inter alia, injunctive relief and treble compensatory damages. On May 23, 2019, plaintiffs filed a consolidated amended class action complaint styled In re GSE Bonds Antitrust Litigation, with a purported class period from January 1, 2009 to January 1, 2016. On June 13, 2019, the defendants filed a joint motion to dismiss the consolidated amended complaint. On August 29, 2019, the court denied the Company’s motion to dismiss. On December 15, 2019, the Company and certain other defendants entered into a stipulation of settlement to resolve the action as against each of them in its entirety. On June 16, 2020, the court granted final approval of the settlement.
Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, the Company, as a major futures commission merchant, is party to various civil actions, claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of the Company. The Company may establish reserves from time to time in connections with such actions.
33
Period |
Class A (a) Total Number of Redeemable Units Purchased * |
Class A (b) Average Price Paid per Redeemable Unit ** |
(c) Total Number of Redeemable Units Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Redeemable Units that May Yet be Purchased Under the Plans or Programs |
||||||||||||
January 1, 2025 - January 31, 2025 |
490.8960 | $ | 2,645.94 | N/A | N/A | |||||||||||
February 1, 2025 - February 28, 2025 |
404.3300 | $ | 2,661.41 | N/A | N/A | |||||||||||
March 1, 2025 - March 31, 2025 |
784.8360 | $ | 2,711.81 | N/A | N/A | |||||||||||
| 1,680.0620 | $ | 2,680.43 | ||||||||||||||
| * | Generally, limited partners are permitted to redeem their Redeemable Units as of the end of each month on three business days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption, although to date, the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for limited partners. |
| ** | Redemptions of Redeemable Units are effected as of the last day of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions. |
| 101.INS |
Inline XBRL Instance Document. | |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CERES TACTICAL COMMODITY L.P. | ||
| By: |
Ceres Managed Futures LLC | |
| (General Partner) | ||
| By: |
/s/ Patrick T. Egan | |
| Patrick T. Egan | ||
| President and Director | ||
| Date: |
May 9, 2025 | |
| By: |
/s/ Brooke Lambert | |
| Brooke Lambert | ||
| Chief Financial Officer | ||
| (Principal Accounting Officer) | ||
| Date: May 9, 2025 | ||
The General Partner which signed the above is the only party authorized to act for the registrant. The registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors.
36