| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
( |
| (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 |
||||
June 30, 2025 (Unaudited) |
December 31, 2024 | |||||||
| Assets: |
||||||||
| 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 |
||||||||
| |
|
|
|
|
| |||
| Total equity in trading account |
||||||||
| |
|
|
|
|
| |||
| Interest receivable |
||||||||
| |
|
|
|
|
| |||
| Total assets |
$ | |
$ | |
||||
| |
|
|
|
|
| |||
| Liabilities and Partners’ Capital: |
||||||||
| Liabilities: |
||||||||
| Accrued expenses: |
||||||||
| Administrative and General Partner’s fees |
$ | $ | ||||||
| Management 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 Z, |
||||||||
| |
|
|
|
|
| |||
| Total partners’ capital (net asset value) |
||||||||
| |
|
|
|
|
| |||
| Total liabilities and partners’ capital |
$ | $ | ||||||
| |
|
|
|
|
| |||
| Net asset value per Unit: |
||||||||
| Class A |
$ | $ | ||||||
| |
|
|
|
|
| |||
| Class Z |
$ | $ | ||||||
| |
|
|
|
|
| |||
Notional ($)/ Number of Contracts |
Fair Value |
% of Partners’ Capital |
||||||||||||||||||||
| Futures Contracts Purchased |
||||||||||||||||||||||
| Currencies |
$ | % | ||||||||||||||||||||
| Energy |
( |
) | ( |
|||||||||||||||||||
| Grains |
( |
) | ( |
|||||||||||||||||||
| Indices |
||||||||||||||||||||||
| Interest Rates U.S. |
||||||||||||||||||||||
| Interest Rates Non-U.S. |
( |
) | ( |
|||||||||||||||||||
| Livestock |
||||||||||||||||||||||
| Metals |
||||||||||||||||||||||
| Softs |
( |
) | ( |
|||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total futures contracts purchased |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Futures Contracts Sold |
||||||||||||||||||||||
| Currencies |
( |
) | ( |
|||||||||||||||||||
| Energy |
||||||||||||||||||||||
| Grains |
||||||||||||||||||||||
| Indices |
( |
) | ( |
|||||||||||||||||||
| Interest Rates U.S. |
( |
) | ( |
|||||||||||||||||||
| Interest Rates Non-U.S. |
( |
) | ( |
|||||||||||||||||||
| Livestock |
* | |||||||||||||||||||||
| Metals |
( |
) | ( |
|||||||||||||||||||
| Softs |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total futures contracts sold |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Net unrealized appreciation on open futures contracts |
$ | |
% | |||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Unrealized Appreciation on Open Forward Contracts |
||||||||||||||||||||||
| Currencies |
$ | $ | % | |||||||||||||||||||
| Metals |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total unrealized appreciation on open forward contracts |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Unrealized Depreciation on Open Forward Contracts |
||||||||||||||||||||||
| Currencies |
$ | |
( |
) | ( |
|||||||||||||||||
| Metals |
( |
) | ( |
|||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total unrealized depreciation on open forward contracts |
( |
) | ( |
|||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Net unrealized appreciation on open forward contracts |
$ | |
% | |||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
Notional ($)/ Number of Contracts |
Fair Value |
% of Partners’ Capital |
||||||||||||||||||||
| Futures Contracts Purchased |
||||||||||||||||||||||
| Currencies |
$ | ( |
) | ( |
% | |||||||||||||||||
| Energy |
||||||||||||||||||||||
| Grains |
||||||||||||||||||||||
| Indices |
( |
) | ( |
|||||||||||||||||||
| Interest Rates U.S. |
( |
) | ( |
|||||||||||||||||||
| Interest Rates Non-U.S. |
( |
) | ( |
|||||||||||||||||||
| Livestock |
||||||||||||||||||||||
| Metals |
( |
) | ( |
|||||||||||||||||||
| Softs |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total futures contracts purchased |
( |
) | ( |
|||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Futures Contracts Sold |
||||||||||||||||||||||
| Currencies |
||||||||||||||||||||||
| Energy |
( |
) | ( |
|||||||||||||||||||
| Grains |
||||||||||||||||||||||
| Indices |
||||||||||||||||||||||
| Interest Rates U.S. |
||||||||||||||||||||||
| Interest Rates Non-U.S. |
||||||||||||||||||||||
| Livestock |
( |
) | ( |
* | ||||||||||||||||||
| Metals |
||||||||||||||||||||||
| Softs |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total futures contracts sold |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Net unrealized appreciation on open futures contracts |
$ | % | ||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Unrealized Appreciation on Open Forward Contracts |
||||||||||||||||||||||
| Currencies |
$ | |
$ | % | ||||||||||||||||||
| Metals |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total unrealized appreciation on open forward contracts |
||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Unrealized Depreciation on Open Forward Contracts |
||||||||||||||||||||||
| Currencies |
$ | |
( |
) | ( |
|||||||||||||||||
| Metals |
( |
) | ( |
|||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Total unrealized depreciation on open forward contracts |
( |
) | ( |
|||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
| Net unrealized appreciation on open forward contracts |
$ | |
|
% | ||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||||||||||
2025 |
2024 |
2025 |
2024 | |||||||||||||
Investment Income: |
||||||||||||||||
Interest income |
$ | |
$ | $ | |
$ | ||||||||||
Expenses: |
||||||||||||||||
Clearing fees |
||||||||||||||||
Administrative and General Partner’s fees |
||||||||||||||||
Ongoing placement agent fees |
||||||||||||||||
Management fees |
||||||||||||||||
Incentive fees |
( |
) | ||||||||||||||
Professional fees |
||||||||||||||||
Total expenses |
||||||||||||||||
Net investment income (loss) |
( |
) | ||||||||||||||
Trading Results: |
||||||||||||||||
Net gains (losses) on trading of commodity interests: |
||||||||||||||||
Net realized gains (losses) on closed contracts |
( |
) | ( |
) | ||||||||||||
Net change in unrealized gains (losses) on open contracts |
( |
) | ( |
) | ||||||||||||
Total trading results |
( |
) | ( |
) | ( |
) | ||||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
Net income (loss) per Unit*: |
||||||||||||||||
Class A |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
Class Z |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
Weighted average Units outstanding: |
||||||||||||||||
Class A |
||||||||||||||||
Class Z |
||||||||||||||||
| * | Represents the change in net asset value per Unit during the period. |
Class A |
Class Z |
Total | ||||||||||||||||||||||
Amount |
Units |
Amount |
Units |
Amount |
Units | |||||||||||||||||||
| Partners’ Capital, December 31, 2023 |
$ |
$ |
$ |
|||||||||||||||||||||
| Redemptions - General Partner |
- |
- |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
| Redemptions - Limited Partners |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
| Net income (loss) |
- |
- |
- |
|||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Partners’ Capital, June 30, 2024 |
$ |
$ |
$ |
|||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Partners’ Capital, March 31, 2024 |
$ |
$ |
$ |
|||||||||||||||||||||
| Redemptions - General Partner |
- |
- |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
| Redemptions - Limited Partners |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
| Net income (loss) |
( |
) |
- |
( |
) |
- |
( |
) |
- |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Partners’ Capital, June 30, 2024 |
$ |
$ |
$ |
|||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Class A |
Class Z |
Total | ||||||||||||||||||||||
Amount |
Units |
Amount |
Units |
Amount |
Units | |||||||||||||||||||
| Partners’ Capital, December 31, 2024 |
$ |
$ |
$ |
|||||||||||||||||||||
| Redemptions - Limited Partners |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
| Net income (loss) |
( |
) |
- |
( |
) |
- |
( |
) |
- |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Partners’ Capital, June 30, 2025 |
$ |
$ |
$ |
|||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Partners’ Capital, March 31, 2025 |
$ |
$ |
$ |
|||||||||||||||||||||
| Redemptions - Limited Partners |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
| Net income (loss) |
( |
) |
- |
( |
) |
- |
( |
) |
- |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Partners’ Capital, June 30, 2025 |
$ |
$ |
$ |
|||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
1. |
Organization: |
2. |
Basis of Presentation and Summary of Significant Accounting Policies: |
3. |
Financial Highlights: |
Three Months Ended June 30, |
Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2025 |
2024 |
2025 |
2024 | |||||||||||||||||||||||||||||
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z | |||||||||||||||||||||||||
Per 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 Unit, beginning of period |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Net asset value per Unit, end of period |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||||||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||||||||||||||||||
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z |
|||||||||||||||||||||||||
Ratios to Average Limited Partners’ Capital: ** |
||||||||||||||||||||||||||||||||
| Net investment income *** |
% |
% |
% |
% |
% |
% |
% |
% | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Operating expenses |
% |
% |
% |
% |
% |
% |
% |
% | ||||||||||||||||||||||||
| Incentive fees |
% |
% |
% |
% |
% |
% |
% |
% | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total expenses |
% |
% |
% |
% |
% |
% |
% |
% | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total return: |
||||||||||||||||||||||||||||||||
| Total return before incentive fees |
( |
% |
( |
% |
( |
% |
( |
% |
( |
% |
( |
% |
% |
% | ||||||||||||||||||
| Incentive fees |
% |
% |
% |
% |
% |
% |
( |
% |
( |
% | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total return after incentive fees |
( |
% |
( |
% |
( |
% |
( |
% |
( |
% |
( |
% |
% |
% | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| * | Net investment income (loss) per Unit is calculated by dividing the interest income less total expenses by the average number of Units outstanding during the period. The net realized and unrealized gains (losses) per Unit is a balancing amount necessary to reconcile the change in net asset value per Unit with the other per unit information. |
| ** | Annualized (except for incentive fees). |
| *** | Interest income less total expenses. |
4. |
Financial Instrument Risks: |
5. |
Trading Activities: |
Gross Amounts Recognized |
Gross Amounts Offset in the Consolidated Statements of Financial Condition |
Amounts Presented in the Consolidated Statements of Financial Condition |
Gross Amounts Not Offset in the Consolidated Statements of Financial Condition |
|||||||||||||||||||||
| June 30, 2025 |
Financial Instruments |
Cash Collateral Received/ Pledged* |
Net Amount |
|||||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| MS&Co. |
||||||||||||||||||||||||
| Futures |
$ |
$ |
( |
) |
$ |
$ |
$ |
$ |
||||||||||||||||
| Forwards |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
( |
) |
|||||||||||||||||||||||
| JPMorgan |
||||||||||||||||||||||||
| Forwards |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Total assets |
$ |
$ |
( |
) |
$ |
$ |
$ |
$ |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Liabilities |
||||||||||||||||||||||||
| MS&Co. |
||||||||||||||||||||||||
| Futures |
$ |
( |
) |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||
| Forwards |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
( |
) |
|||||||||||||||||||||||
| JPMorgan |
||||||||||||||||||||||||
| Forwards |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Total liabilities |
$ |
( |
) |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Net fair value |
$ |
* | ||||||||||||||||||||||
| |
|
|||||||||||||||||||||||
Gross Amounts Recognized |
Gross Amounts Offset in the Consolidated Statements of Financial Condition |
Amounts Presented in the Consolidated Statements of Financial Condition |
Gross Amounts Not Offset in the Consolidated Statements of Financial Condition |
|||||||||||||||||||||
| December 31, 2024 |
Financial Instruments |
Cash Collateral Received/ Pledged* |
Net Amount |
|||||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| MS&Co. |
||||||||||||||||||||||||
| Futures |
$ |
$ |
( |
) |
$ |
$ |
$ |
$ |
||||||||||||||||
| Forwards |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
( |
) |
|||||||||||||||||||||||
| JPMorgan |
||||||||||||||||||||||||
| Forwards |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Total assets |
$ |
$ |
( |
) |
$ |
$ |
$ |
$ |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Liabilities |
||||||||||||||||||||||||
| MS&Co. |
||||||||||||||||||||||||
| Futures |
$ |
( |
) |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||
| Forwards |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
( |
) |
|||||||||||||||||||||||
| JPMorgan |
||||||||||||||||||||||||
| Forwards |
( |
) |
( |
) |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Total liabilities |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
$ |
$ |
||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| Net fair value |
$ |
* | ||||||||||||||||||||||
| |
|
|||||||||||||||||||||||
| * | In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and a counterparty to the Partnership’s non-exchange-traded contracts, as applicable, and JPM, as a counterparty to certain non-exchange traded contracts, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co. or JPM, as applicable, thereby minimizing MS&Co.’s and JPM’s risk of loss. In certain instances, a counterparty may not post collateral and as such, in the event of default by such counterparty, the Partnership is exposed to the amount shown in the Consolidated 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. |
| June 30, 2025 |
||||
| Assets |
||||
| Futures Contracts |
||||
| Currencies |
$ | |||
| Energy |
||||
| Grains |
||||
| Indices |
||||
| Interest Rates U.S. |
||||
| Interest Rates Non-U.S. |
||||
| Livestock |
||||
| Metals |
||||
| Softs |
||||
| |
|
|||
| Total unrealized appreciation on open futures contracts |
|
|||
| |
|
|||
| Liabilities |
||||
| Futures Contracts |
||||
| Currencies |
( |
|||
| Energy |
( |
|||
| Grains |
( |
|||
| Indices |
( |
|||
| Interest Rates U.S. |
( |
|||
| Interest Rates Non-U.S. |
( |
|||
| Livestock |
( |
|||
| Metals |
( |
|||
| Softs |
( |
|||
| |
|
|||
| Total unrealized depreciation on open futures contracts |
( |
|||
| |
|
|||
| Net unrealized appreciation on open futures contracts |
$ | * | ||
| |
|
|||
| Assets |
||||
| Forward Contracts |
||||
| Currencies |
$ | |||
| Metals |
||||
| |
|
|||
| Total unrealized appreciation on open forward contracts |
||||
| |
|
|||
| Liabilities |
||||
| Forward Contracts |
||||
| Currencies |
( |
|||
| Metals |
( |
|||
| |
|
|||
| Total unrealized depreciation on open forward contracts |
( |
|||
| |
|
|||
| Net unrealized appreciation on open forward contracts |
$ | ** | ||
| |
|
|||
| * | This amount is in “Net unrealized appreciation on open futures contracts” in the Consolidated Statements of Financial Condition. |
| ** | This amount is in “Net unrealized appreciation on open forward contracts” in the Consolidated Statements of Financial Condition. |
| December 31, 2024 |
||||
| Assets |
||||
| Futures Contracts |
||||
| Currencies |
$ | |||
| Energy |
||||
| Grains |
||||
| Indices |
||||
| Interest Rates U.S. |
||||
| Interest Rates Non-U.S. |
||||
| Livestock |
||||
| Metals |
||||
| Softs |
||||
| |
|
|||
| Total unrealized appreciation on open futures contracts |
|
|||
| |
|
|||
| Liabilities |
||||
| Futures Contracts |
||||
| Currencies |
( |
|||
| Energy |
( |
|||
| Grains |
( |
|||
| Indices |
( |
|||
| Interest Rates U.S. |
( |
|||
| Interest Rates Non-U.S. |
( |
|||
| Livestock |
( |
|||
| Metals |
( |
|||
| Softs |
( |
|||
| |
|
|||
| Total unrealized depreciation on open futures contracts |
( |
|||
| |
|
|||
| Net unrealized appreciation on open futures contracts |
$ | * | ||
| |
|
|||
| Assets |
||||
| Forward Contracts |
||||
| Currencies |
$ | |||
| Metals |
||||
| |
|
|||
| Total unrealized appreciation on open forward contracts |
||||
| |
|
|||
| Liabilities |
||||
| Forward Contracts |
||||
| Currencies |
( |
|||
| Metals |
( |
|||
| |
|
|||
| Total unrealized depreciation on open forward contracts |
( |
|||
| |
|
|||
| Net unrealized appreciation on open forward contracts |
$ | ** | ||
| |
|
|||
| * | This amount is in “Net unrealized appreciation on open futures contracts” in the Consolidated Statements of Financial Condition. |
| ** | This amount is in “Net unrealized appreciation on open forward contracts” in the Consolidated Statements of Financial Condition. |
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
| Sector |
2025 |
2024 |
2025 |
2024 |
||||||||||||
| Currencies |
$ |
( |
$ |
( |
$ |
( |
$ |
|||||||||
| Energy |
( |
( |
( |
( |
||||||||||||
| Grains |
( |
|||||||||||||||
| Indices |
( |
|||||||||||||||
| Interest Rates U.S. |
( |
( |
||||||||||||||
| Interest Rates Non-U.S. |
( |
( |
||||||||||||||
| Livestock |
( |
( |
||||||||||||||
| Metals |
( |
( |
||||||||||||||
| Softs |
( |
( |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ |
( |
*** |
$ |
( |
*** |
$ |
( |
*** |
$ |
*** | |||||
| |
|
|
|
|
|
|
|
|||||||||
| *** | This amount is in “Total trading results” in the Consolidated Statements of Income and Expenses. |
6. |
Fair Value Measurements: |
| June 30, 2025 |
Total |
Level 1 |
Level 2 |
Level 3 | ||||||||||||
| Assets |
||||||||||||||||
| Futures |
$ |
$ |
$ |
$ |
||||||||||||
| Forwards |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| Total assets |
$ |
$ |
$ |
$ |
||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| Liabilities |
||||||||||||||||
| Futures |
$ |
$ |
$ |
$ |
||||||||||||
| Forwards |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| Total liabilities |
$ |
$ |
$ |
$ |
||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| December 31, 2024 |
Total |
Level 1 |
Level 2 |
Level 3 | ||||||||||||
| Assets |
||||||||||||||||
| Futures |
$ |
$ |
$ |
$ |
||||||||||||
| Forwards |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| Total assets |
$ |
$ |
$ |
$ |
||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| Liabilities |
||||||||||||||||
| Futures |
$ |
$ |
$ |
$ |
||||||||||||
| Forwards |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
| Total liabilities |
$ |
$ |
$ |
$ |
||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
| |||||
7. |
Investment in the Trading Company: |
June 30, 2025 |
||||||||||||
Total Assets |
Toal Liabilities |
Total Capital |
||||||||||
| CMF Winton |
$ |
$ |
$ |
|||||||||
December 31, 2024 |
||||||||||||
Total Assets |
Toal Liabilities |
Total Capital |
||||||||||
| CMF Winton |
$ |
$ |
$ |
|||||||||
For the three months ended June 30, 2025 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
| CMF Winton |
$ |
$ |
( |
$ |
( |
|||||||
For the six months ended June 30, 2025 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
| CMF Winton |
$ |
$ |
( |
$ |
( |
|||||||
For the three months ended June 30, 2024 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
| CMF Winton |
$ |
$ |
( |
$ |
( |
|||||||
For the six months ended June 30, 2024 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
| CMF Winton |
$ |
$ |
$ |
|||||||||
June 30, 2025 |
For the three months ended June 30, 2025 |
|||||||||||||||||||||||||||
% of Partners’ Capital |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||
| Funds |
Fair Value |
Income (Loss) |
Clearing Fees |
Professional Fees |
Investment Objective |
Redemptions Permitted | ||||||||||||||||||||||
| CMF Winton |
% |
$ |
$ |
( |
$ |
$ |
$ |
( |
Commodity Portfolio |
Monthly | ||||||||||||||||||
June 30, 2025 |
For the six months ended June 30, 2025 |
|||||||||||||||||||||||||||
% of Partners’ Capital |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||
| Funds |
Fair Value |
Income (Loss) |
Clearing Fees |
Professional Fees |
Investment Objective |
Redemptions Permitted | ||||||||||||||||||||||
| CMF Winton |
% |
$ |
$ |
( |
$ |
$ |
$ |
( |
Commodity Portfolio |
Monthly | ||||||||||||||||||
December 31, 2024 |
For the three months ended June 30, 2024 |
|||||||||||||||||||||||||||
% of Partners’ Capital |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||
| Funds |
Fair Value |
Income (Loss) |
Clearing Fees |
Professional Fees |
Investment Objective |
Redemptions Permitted | ||||||||||||||||||||||
| CMF Winton |
% |
$ |
$ |
( |
$ |
$ |
$ |
( |
Commodity Portfolio |
Monthly | ||||||||||||||||||
December 31, 2024 |
For the six months ended June 30, 2024 |
|||||||||||||||||||||||||||
% of Partners’ Capital |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||
| Funds |
Fair Value |
Income (Loss) |
Clearing Fees |
Professional Fees |
Investment Objective |
Redemptions Permitted | ||||||||||||||||||||||
| CMF Winton |
% |
$ |
$ |
$ |
$ |
$ |
Commodity Portfolio |
Monthly | ||||||||||||||||||||
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) equity in trading account, consisting of restricted and unrestricted cash, net unrealized appreciation on open futures contracts and net unrealized appreciation on open forward contracts, as applicable, and (ii) 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. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the second quarter of 2025.
The Partnership’s/Trading Company’s investment in Futures Interests 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/Trading Company from promptly liquidating its futures or option contracts and result in restrictions on redemptions.
There is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership/Trading Company from trading in potentially profitable markets or prevent the Partnership/Trading Company from promptly liquidating unfavorable positions in such markets, subjecting it to substantial losses. Either of these market conditions could result in restrictions on redemptions. For the periods covered by this report, illiquidity has not materially affected the Partnership’s/Trading Company’s assets.
Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the General Partner knows of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s/Trading Company’s 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 net realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions and redemptions of Units. The Partnership’s primary need for capital resources is for Futures Interests trading.
For the six months ended June 30, 2025, the Partnership’s capital decreased 11.5% from $145,640,538 to $128,931,424. This decrease was attributable to redemptions of 255,541.472 Class A limited partner Units totaling $7,406,519 and a net loss of $9,302,595. Future redemptions could impact the amount of funds available for investments in commodity contract positions 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 utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Financial Statements.
21
The Partnership/Trading Company records all investments at fair value in its financial statements, with changes in fair value reported as a component of net realized gains (losses) and net change in unrealized gains (losses) in the Consolidated Statements of Income and Expenses.
Results of Operations
During the Partnership’s second quarter of 2025, the net asset value per Unit for Class A decreased 6.6% from $29.69 to $27.72 as compared to a decrease of 1.8% during the second quarter of 2024. During the Partnership’s second quarter of 2025, the net asset value per Unit for Class Z decreased 6.4% from $12.95 to $12.12 as compared to a decrease of 1.7% during the second quarter of 2024. The Partnership experienced a net trading loss before fees and expenses in the second quarter of 2025 of $9,374,674. Losses were primarily attributable to the Partnership’s trading of Futures Interests in currencies, energy, U.S. and non-U.S. interest rates, metals and softs and were partially offset by gains in grains, indices and livestock. The Partnership experienced a net trading loss before fees and expenses in the second quarter of 2024 of $3,544,431. Losses were primarily attributable to the Partnership’s trading of Futures Interests in currencies, energy, indices and livestock and were partially offset by gains in grains, U.S. and non-U.S. interest rates, metals and softs.
During the second quarter, the Partnership’s largest trading losses were incurred within the energy sector throughout much of the quarter from long positions in crude oil futures as prices declined amid announced OPEC production increases and concerns of the impact of global tariffs on the growth of the global economy. In the currencies, losses were recorded during April and May from short positions in the Australian dollar, Canadian dollar, and Swiss franc versus the U.S. dollar as the relative value of the U.S. currency weakened amid speculation that widespread tariff implementation would have a negative effect on the U.S. economy. Losses within the global fixed income markets were recorded during May and June from long positions in European and U.S. interest rate futures as yields moved higher amid fiscal and tariff policy concerns. In the metals, losses were incurred during April from long positions in copper futures as prices declined amid fears China would reduce copper imports due to high tariffs. A portion of the Partnership’s overall losses for the second quarter was offset by gains achieved within the global stock index markets during May and June from long positions in global stock index futures as lowering inflation and strong corporate earnings boosted stock prices across the globe. Gains were also achieved in the agriculturals throughout the quarter from long positions in live cattle futures as prices advanced on lower U.S. cattle herd figures.
During the Partnership’s six months ended June 30, 2025, the net asset value per Unit for Class A decreased 6.6% from $29.69 to $27.72 as compared to an increase of 12.5% during the six months ended June 30, 2024. During the Partnership’s six months ended June 30, 2025, the net asset value per Unit for Class Z decreased 6.3% from $12.93 to $12.12 as compared to an increase of 12.9% during the six months ended June 30, 2024. The Partnership experienced a net trading loss before fees and expenses in the six months ended June 30, 2025 of $9,411,910. Losses were primarily attributable to the Partnership’s trading of Futures Interests in currencies, energy, grains, U.S. and non-U.S. interest rates and softs and were partially offset by gains in indices, livestock and metals. The Partnership experienced a net trading gain before fees and expenses in the six months ended June 30, 2024 of $18,635,425. Gains were primarily attributable to the Partnership’s trading of Futures Interests in currencies, grains, indices, U.S. and non-U.S. interest rates and softs and were partially offset by losses in energy, livestock and metals.
During the first six months of the year, the Partnership’s largest losses were incurred during April, May, and June from long positions in crude oil futures as prices dropped amid concerns for the global economy and OPEC’s announcement of production increases. Losses in the currency sector were recorded during April and May from short positions in the Australian dollar, Canadian dollar, and Swiss franc versus the U.S. dollar as the relative value of the U.S. currency weakened amid speculation that widespread tariff implementation would have a negative effect on the U.S. economy. Further losses were incurred within the global fixed income sector during February from short positions in U.S. government debt futures as increased investor demand for “safe-haven” assets pushed prices higher. Additional losses in the global fixed income sector were experienced during May and June from positions in European and U.S. fixed income futures. A portion of the Partnership’s trading losses was offset by gains recorded within the global stock index sector during January from long positions in European equity index futures as prices were buoyed by an outlook for the European Central Bank to be aggressive in cutting interest rates. Additional gains in the stock index sector were achieved during May and June from long positions in U.S. and Asian equity index futures. In the agriculturals, gains were experienced throughout much of the first two quarters of the year from long positions in live cattle futures as prices trended higher amid tight U.S. cattle stocks. Further gains were achieved within metals during January and March primarily from long positions in gold futures as prices rallied on a weakening U.S. dollar and as concerns for the strength of the global economy spurred demand for precious metals.
22
Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase not only the risk involved in commodity trading, but also the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Trading Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Trading Advisor is able to identify them, the Partnership expects to increase capital through operations.
The Partnership receives monthly interest on 100% of the average daily equity maintained in cash in the Partnership’s account during each month at a rate equal to 100% of the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s cash 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 earned on U.S. Treasury bills and money market fund securities will be retained by the Partnership, as applicable. Interest income for the three and six months ended June 30, 2025 decreased by $630,455 and $1,114,317, respectively, as compared to the corresponding periods in 2024. The decrease in interest income was primarily due to lower interest rates and lower average daily equity during the three and six months ended June 30, 2025 as compared to the corresponding periods 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 accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and (3) interest rates over which none of the Partnership or MS&Co. has control.
Certain clearing fees are based on the number of trades executed by the Trading Advisors for the Partnership. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees for the three and six months ended June 30, 2025 decreased by $1,723 and $20,844, respectively, as compared to the corresponding periods in 2024. The decrease in clearing fees was primarily due to a decrease in the number of trades made by the Partnership during the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024.
Ongoing placement agent fees are calculated as a percentage of the Partnership’s Class A adjusted net assets on the first day of each month and are affected by trading performance, subscriptions, and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Ongoing placement agent fees for the three and six months ended June 30, 2025 decreased by $59,895 and $73,896, respectively, as compared to the corresponding periods in 2024. The decrease was primarily due to a decrease in Class A adjusted net assets during the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024.
Administrative and General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. The Administrative and General Partner’s fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the beginning of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Administrative and General Partner’s fees for the three and six months ended June 30, 2025 decreased by $60,623 and $74,848, respectively, as compared to the corresponding periods in 2024. The decrease was primarily due to a decrease in average net assets during the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024. Effective January 1, 2021, the Partnership directly pays the brokerage fees and other transaction-related fees and expenses, as incurred and also pays its ongoing administrative, operating, offering and organizational expenses (including, but not limited to, periodic legal, accounting, administrative, filing, reporting and data processing fees) and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets.
Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the beginning of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three and six months ended June 30, 2025 decreased by $115,431 and $147,879, respectively, as compared to the corresponding periods in 2024. The decrease was primarily due to a decrease in average net assets during the three and six months ended June 30, 2025 as compared to the corresponding periods in 2024.
23
Incentive fees are based on the new trading profits generated by the Trading Advisors at the end of the year as defined in the management agreement among the Partnership, the General Partner and the relevant Trading Advisor. Trading performance for the three and six months ended June 30, 2025 resulted in incentive fees of $0 and $0, respectively. Trading performance for the three and six months ended June 30, 2024 resulted in a reversal of incentive fees of $61,141 and incentive fees of $1,081,370, respectively. To the extent that a Trading Advisor incurs a loss for the Partnership, the Trading Advisor will not be paid incentive fees until such Trading 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 Trading Advisors, the General Partner considers, among other factors, the Trading 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 Trading Advisors and allocate assets to additional advisors at any time.
As of June 30, 2025 and March 31, 2025, the Partnership’s assets were allocated among the Trading Advisors in the following approximate percentages:
| Advisor |
June 30, 2025 | June 30, 2025 (percentage of Partners’ Capital) |
March 31, 2025 | March 31, 2025 (percentage of Partners’ Capital) |
||||||||||||
| Campbell |
$ | 40,139,559 | 31% | $ | 44,563,561 | 32% | ||||||||||
| EMC |
9,109,237 | 7% | 9,972,275 | 7% | ||||||||||||
| Graham |
23,395,633 | 18% | 28,763,366 | 20% | ||||||||||||
| WCM |
41,703,099 | 32% | 48,645,183 | 34% | ||||||||||||
| Unallocated |
14,583,896 | 12% | 9,199,751 | 7% | ||||||||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Introduction
The Partnership and the Trading Company are commodity pools engaged primarily in the speculative trading of Futures Interests. The market-sensitive instruments held by the Partnership are acquired for speculative trading purposes only and, as a result, all or substantially all of the Partnership’s assets are at risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.
The Futures Interests on such contracts traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of held interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s open positions, and consequently in its earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures, exchange-traded forward and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses on non-exchange-traded forward currency contracts and forward currency option contracts are settled upon termination of the contract. Gains and losses on non-exchange-traded forward currency option contracts are settled on an agreed-upon settlement date.
The Partnership’s total market risk may increase or decrease as it is influenced by a wide variety of factors, including, but not limited to, the diversification among the Partnership’s open positions, the volatility present within the markets, and the liquidity of the markets.
The face value of the market sector instruments held by the Partnership is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market sector instruments held by the Partnership typically to be many times the total capitalization of the Partnership.
24
The Partnership’s past performance is no guarantee of its future results. Any attempt to numerically quantify the Partnership’s market risk is limited by the uncertainty of its speculative trading. The Partnership’s speculative trading and use of leverage may cause future losses and volatility (i.e., “risk of ruin”) that far exceed the Partnership’s experience to date as discussed under the “Partnership’s Value at Risk in Different Market Sectors” section and significantly exceed the Value at Risk tables disclosed.
Limited partners will not be liable for losses exceeding the current net asset value of their investment.
Quantifying the Partnership’s and the Trading Company’s Trading Value at Risk
The following quantitative disclosures regarding the Partnership’s/Trading Company’s 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/Trading Company accounts for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership’s open positions is directly reflected in the Partnership’s/Trading Company’s earnings and cash flow.
The Partnership’s/Trading Company’s risk exposure in the market sectors traded by the Trading 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 Ceres or the Trading Advisor in their daily risk management activities.
Value at Risk is a measure of the maximum amount which the Partnership/Trading Company could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Trading Company’s speculative trading and the recurrence of market movements far exceeding expectations in the markets traded by the Partnership/Trading Company could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s/Trading Company’s 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/Trading Company’s losses in any market sector will be limited to Value at Risk or by the Partnership’s/Trading Company’s attempts to manage its market risk.
Exchange margin requirements have been used by the Partnership/Trading Company as the measure of its 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. The first trading Value at Risk table reflects the market sensitive instruments held by the Partnership directly and through its investments in the Trading Company. 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 Trading Advisors) and indirectly by the Trading Company separately. There have been no material changes in the trading Value at Risk, non-trading risk and risk management information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.
25
The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of June 30, 2025. As of June 30, 2025, the Partnership’s total capitalization was $128,931,424.
| June 30, 2025 | ||||||||
| Market Sector |
Value at Risk |
% of Total |
||||||
| Currencies |
$ | 8,432,411 | 6.54 | % | ||||
| Energy |
1,420,792 | 1.10 | ||||||
| Grains |
1,142,795 | 0.89 | ||||||
| Indices |
5,789,879 | 4.49 | ||||||
| Interest Rates U.S. |
475,047 | 0.37 | ||||||
| Interest Rates Non-U.S. |
2,955,260 | 2.29 | ||||||
| Livestock |
614,268 | 0.48 | ||||||
| Metals |
2,959,521 | 2.29 | ||||||
| Softs |
847,457 | 0.66 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 24,637,430 | 19.11 | % | ||||
|
|
|
|
|
|||||
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 $145,640,538.
| December 31, 2024 | ||||||||
| Market Sector |
Value at Risk |
% of Total |
||||||
| Currencies |
$ | 8,687,856 | 5.97 | % | ||||
| Energy |
1,679,336 | 1.15 | ||||||
| Grains |
1,004,445 | 0.69 | ||||||
| Indices |
5,160,318 | 3.54 | ||||||
| Interest Rates U.S. |
1,427,820 | 0.98 | ||||||
| Interest Rates Non-U.S. |
2,335,063 | 1.60 | ||||||
| Livestock |
708,359 | 0.49 | ||||||
| Metals |
3,181,670 | 2.18 | ||||||
| Softs |
1,273,860 | 0.88 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 25,458,727 | 17.48 | % | ||||
|
|
|
|
|
|||||
26
The following tables indicate the trading Value at Risk associated with the Partnership’s/Trading Company’s open positions by market category as of June 30, 2025 and December 31, 2024, and the highest, lowest and average values during the three months ended June 30, 2025 and for the twelve months ended December 31, 2024. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.
As of June 30, 2025, the Partnership’s total capitalization was $128,931,424.
| June 30, 2025 |
| |||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||
| Market Sector |
Value at Risk | % of Total Capitalization |
High Value at Risk |
Low Value at Risk |
Average Value at Risk* | |||||||||||||||
| Currencies |
$ | 7,260,306 | 5.63 | % | $ | 10,052,251 | $ | 5,672,300 | $ | 7,947,611 | ||||||||||
| Energy |
961,131 | 0.74 | 1,389,582 | 336,589 | 631,384 | |||||||||||||||
| Grains |
863,070 | 0.67 | 1,181,555 | 619,923 | 903,976 | |||||||||||||||
| Indices |
4,857,266 | 3.77 | 5,158,341 | 1,615,148 | 3,103,388 | |||||||||||||||
| Interest Rates U.S. |
413,761 | 0.32 | 1,285,803 | 220,160 | 710,580 | |||||||||||||||
| Interest Rates Non-U.S. |
2,508,764 | 1.95 | 2,595,936 | 1,738,997 | 2,092,488 | |||||||||||||||
| Livestock |
267,933 | 0.21 | 321,036 | 237,435 | 293,445 | |||||||||||||||
| Metals |
1,444,792 | 1.12 | 1,645,668 | 728,385 | 1,243,785 | |||||||||||||||
| Softs |
514,682 | 0.40 | 533,384 | 240,447 | 387,506 | |||||||||||||||
|
|
|
|
|
|
||||||||||||||||
| Total |
$ | 19,091,705 | 14.81 | % | ||||||||||||||||
|
|
|
|
|
|
||||||||||||||||
*Average of daily Values at Risk.
As of December 31, 2024, the Partnership’s total capitalization was $145,640,538.
| 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 |
$ | 6,652,350 | 4.57 | % | $ | 9,996,999 | $ | 6,102,381 | $ | 7,909,249 | ||||||||||
| Energy |
1,330,599 | 0.91 | 2,153,964 | 617,343 | 1,331,481 | |||||||||||||||
| Grains |
546,359 | 0.38 | 1,348,185 | 541,766 | 926,079 | |||||||||||||||
| Indices |
4,081,285 | 2.80 | 6,101,737 | 2,093,362 | 4,773,863 | |||||||||||||||
| Interest Rates U.S. |
733,252 | 0.50 | 1,905,998 | 409,260 | 1,104,728 | |||||||||||||||
| Interest Rates Non-U.S. |
1,874,641 | 1.29 | 3,627,783 | 1,227,513 | 2,116,847 | |||||||||||||||
| Livestock |
241,574 | 0.17 | 354,448 | 36,778 | 173,714 | |||||||||||||||
| Metals |
1,761,295 | 1.21 | 1,931,359 | 587,705 | 1,305,043 | |||||||||||||||
| Softs |
808,305 | 0.55 | 1,068,763 | 510,019 | 814,107 | |||||||||||||||
|
|
|
|
|
|
||||||||||||||||
| Total |
$ | 18,029,660 | 12.38 | % | ||||||||||||||||
|
|
|
|
|
|
||||||||||||||||
*Annual average of daily Values at Risk.
27
As of June 30, 2025, the Trading Company’s total capitalization was $41,574,744 and the Partnership owned 100% of the Trading Company. The Partnership invests a portion of its assets in the Trading Company. The Trading Company’s Value at Risk as of June 30, 2025 was as follows:
| June 30, 2025 |
| |||||||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||
| Market Sector |
Value at Risk | % of Total Capitalization |
High Value at Risk |
Low Value at Risk |
Average Value at Risk* | |||||||||||||||
| Currencies |
$ | 1,172,105 | 2.82 | % | $ | 1,757,589 | $ | 1,168,372 | $ | 1,326,203 | ||||||||||
| Energy |
459,661 | 1.11 | 622,970 | 313,987 | 472,025 | |||||||||||||||
| Grains |
279,725 | 0.67 | 475,133 | 219,843 | 382,868 | |||||||||||||||
| Indices |
932,613 | 2.24 | 1,031,297 | 688,122 | 862,608 | |||||||||||||||
| Interest Rates U.S. |
61,286 | 0.15 | 112,028 | 42,073 | 74,989 | |||||||||||||||
| Interest Rates Non-U.S. |
446,496 | 1.08 | 622,330 | 238,430 | 331,414 | |||||||||||||||
| Livestock |
346,335 | 0.83 | 355,300 | 259,408 | 309,175 | |||||||||||||||
| Metals |
1,514,729 | 3.64 | 1,514,729 | 692,594 | 1,024,495 | |||||||||||||||
| Softs |
332,775 | 0.80 | 342,586 | 162,598 | 246,982 | |||||||||||||||
|
|
|
|
|
|
||||||||||||||||
| Total |
$ | 5,545,725 | 13.34 | % | ||||||||||||||||
|
|
|
|
|
|
||||||||||||||||
*Average of daily Values at Risk.
As of December 31, 2024, the Trading Company’s total capitalization was $52,438,305 and the Partnership owned 100% of the Trading Company. The Partnership invests a portion of its assets in the Trading Company. The Trading Company’s Value at Risk as of December 31, 2024 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 |
$ | 2,035,506 | 3.88 | % | $ | 2,035,506 | $ | 848,533 | $ | 1,509,319 | ||||||||||
| Energy |
348,737 | 0.67 | 1,091,174 | 250,868 | 684,844 | |||||||||||||||
| Grains |
458,086 | 0.87 | 762,494 | 246,591 | 500,205 | |||||||||||||||
| Indices |
1,079,033 | 2.06 | 2,399,147 | 789,261 | 1,477,895 | |||||||||||||||
| Interest Rates U.S. |
694,568 | 1.32 | 991,018 | 23,950 | 466,595 | |||||||||||||||
| Interest Rates Non-U.S. |
460,422 | 0.88 | 1,170,906 | 191,699 | 655,404 | |||||||||||||||
| Livestock |
466,785 | 0.89 | 466,785 | 83,078 | 229,688 | |||||||||||||||
| Metals |
1,420,375 | 2.71 | 1,679,995 | 653,076 | 1,274,642 | |||||||||||||||
| Softs |
465,555 | 0.89 | 920,916 | 310,983 | 589,139 | |||||||||||||||
|
|
|
|
|
|
||||||||||||||||
| Total |
$ | 7,429,067 | 14.17 | % | ||||||||||||||||
|
|
|
|
|
|
||||||||||||||||
*Annual average of daily Values at Risk.
28
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 (the General Partner’s principal executive officer) and Chief Financial Officer (“CFO”) (the General Partner’s principal financial officer) 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 June 30, 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 during the fiscal quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
29
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.”).
MS & Co. 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 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 MS & Co. As a consolidated subsidiary of Morgan Stanley, MS & Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, please refer to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2024, 2023, 2022, 2021 and 2020. In addition, MS & Co. 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. Please refer to the Commitments, Guarantees and Contingencies – Legal section of MS & Co.’s 2024 Audited Financial Statement.
In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and MS & Co. 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 MS & Co. is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental or other regulatory agencies regarding MS & Co.’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 MS & Co., 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.
MS & Co. 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, MS & Co. is registered as a futures commission merchant and is a member of the NFA.
30
During the preceding five years, the following administrative, civil, or criminal actions pending, on appeal or concluded against MS & Co. 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 MS & Co. in connection with their investigations into MS & Co.’s blocks business. Specifically, MS & Co. 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 MS & Co. 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 MS & Co. 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, MS & Co. paid disgorgement and a civil penalty. After the agreed-upon credits were applied, MS & Co. paid a total amount of approximately $249 million under both settlements.
On September 30, 2020, the SEC entered into a settlement order with MS & Co. settling an administrative action which relates to MS & Co.’s violations of the order marking requirements of Regulation SHO of the Exchange Act resulting from its improper use of aggregation units in structuring MS & Co.’s equity swaps business. The order found that MS & Co. 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 MS & Co. willfully violated Section 200(g) of Regulation SHO. MS & Co. 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.
Morgan Stanley 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 MS & Co. MS & Co. 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, Morgan Stanley’s settlements with the SEC and the CFTC became effective.
31
Civil Litigation
On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS & Co. 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 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 MS & Co. to plaintiff was approximately $133 million. The complaint alleges causes of action against MS & Co. 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 MS & Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS & Co. or sold to plaintiff by MS & Co. was approximately $116 million. On August 11, 2016, the Appellate Division, First Department (“First Department”) affirmed the trial court’s decision denying in part MS & Co.’s motion to dismiss the complaint. On July 15, 2022 MS & Co. filed a motion for summary judgment on all remaining claims. On March 1, 2023, the court granted in part and denied in part MS&Co.’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 MS&Co.’s favor. The plaintiff has appealed.
Beginning in February of 2016, MS & Co. 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 MS & Co., 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 MS & Co., 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”).
32
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 certain of the underwriters, including MS & Co., had prime brokerage relationships and 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 MS & Co., 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 MS & Co. 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 MS & Co., 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 MS&Co. 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 MS&Co.’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 appealed. In February of 2025, the parties reached an agreement in principle to settle the litigation. On April 3, 2025, the court granted preliminary approval of the settlement.
MS&Co. 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 MS&Co., 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 MS&Co., 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, MS&Co. and its affiliate, 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. In October of 2024, MS&Co. and certain other defendants reached an agreement in principle to settle the U.S. litigation. On March 17, 2025, the court granted preliminary approval of the settlement.
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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 MS & Co. 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 MS & Co. mispriced certain bonds issued in twenty-three bond offerings between 2008 and 2017, having a total par amount of $6,946 million. The complaint sought, inter alia, treble damages. On February 22, 2018, MS & Co. moved to dismiss the amended complaint, and on July 17, 2018, the court denied MS & Co.’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 MS & Co. underwrote between 2008 and 2011, having a total par amount of $3,900 million. On August 22, 2023, MS & Co. 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 MS & Co., 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 MS & Co. misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS & Co. 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 MS & Co. 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 MS & Co. 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, MS & Co. entered into an agreement to settle the litigation.
In August of 2017, MS & Co. 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 MS & Co., 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. On May 20, 2023, MS & Co. reached an agreement in principle to settle the litigation. On September 11, 2024, 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, MS & Co., as a major futures commission merchant, is party to various civil actions, claims and routine regulatory investigations and proceedings that MS & Co. believes do not have a material effect on the business of MS & Co. MS & Co. may establish reserves from time to time in connections with such actions.
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Period |
Class A (a) Total Number of Units Purchased* |
Class A (b) Average Price Paid per Unit** |
(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
April 1, 2025 - April 30, 2025 |
43,184.242 |
$ |
28.05 |
N/A |
N/A |
|||||||||||
May 1, 2025 - May 31, 2025 |
36,679.550 |
$ |
27.68 |
N/A |
N/A |
|||||||||||
June 1, 2025 - June 30, 2025 |
24,554.486 |
$ |
27.72 |
N/A |
N/A |
|||||||||||
104,418.278 |
$ |
27.84 |
||||||||||||||
** |
Redemptions of Units are effected as of the last day of each month at the net asset value per Unit as of that day. |
Item 6. Exhibits.
31.1 — Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).
31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer) (filed herewith).
32.1 — Section 1350 Certification (Certification of President and Director) (filed herewith).
32.2 — Section 1350 Certification (Certification of Chief Financial Officer) (filed herewith).
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 Document.
104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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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 CLASSIC L.P. | ||||
|
|
By: |
Ceres Managed Futures LLC | ||
| (General Partner) | ||||
| By: |
/s/ Patrick T. Egan | |||
| Patrick T. Egan | ||||
| President and Director | ||||
| Date: August 8, 2025 | ||||
| By: |
/s/ Brooke Lambert | |||
| Brooke Lambert | ||||
| Chief Financial Officer | ||||
| (Principal Accounting Officer) | ||||
Date: August 8, 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.
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