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Agreements
12 Months Ended
Dec. 31, 2018
Text Block [Abstract]  
Agreements

3.

Agreements:

a.       Limited Partnership Agreement:

The General Partner administers the business and affairs of the Partnership, including selecting one or more advisors to make trading decisions for the Partnership. Effective January 1, 2018, the Partnership pays the General Partner a monthly administration fee (the “General Partner fee”) equal to 1/12 of 0.75% (a 0.75% annual rate) of the Partnership’s beginning of the month net assets. Prior to January 1, 2018, the General Partner fee paid to the General Partner was accrued at a rate of 1/12 of 1.6% (a 1.6% annual rate) per month of the Partnership’s beginning of the month net assets.

b.       Management Agreement:

The General Partner, on behalf of the Partnership, has entered into a management agreement with each Trading Advisor (each, a “Management Agreement”). The Trading Advisors are not affiliated with one another, the General Partner or MS&Co., and are not responsible for the organization or operation of the Partnership. Each Management Agreement provides that the Trading Advisor has sole discretion in determining the investments of the assets of the Partnership allocated to the Trading Advisor by the General Partner. Pursuant to each Management Agreement, the Partnership pays each Trading Advisor a flat-rate monthly management fee and an incentive fee.

 

AE Capital receives a monthly management fee equal to 1/12 of 1.5% (a 1.5% annual rate) per month of net assets allocated on the first day of each month to AE Capital. Greenwave receives a monthly management fee equal to 1/12 of 0.75% (a 0.75% annual rate) per month of net assets allocated on the first day of each month to Greenwave. P/E Global receives a monthly management fee equal to 1/12 of 0.50% (a 0.50% annual rate) per month of net assets allocated on the first day of each month to P/E Global. From October 1, 2018 until its termination on December 31, 2018, Mesirow received a monthly management fee equal to 1/12 of 1.0% (a 1.0% annual rate) per month of net assets allocated on the first day of each month to Mesirow. From January 1, 2018 to September 30, 2018, the monthly management fee paid by the Partnership to Cambridge was reduced to 1/12 of 1.0% (1.0% per year) of net assets allocated on the first day of each month to Cambridge. Prior to December 31, 2017, Cambridge received a monthly management fee equal to 1/12 of 1.5% (1.5% per year) of net assets allocated on the first day of each month to Cambridge. Each Management Agreement may be terminated upon notice by either party.

In addition, the Partnership is obligated to pay AE Capital, Greenwave and P/E Global an incentive fee, payable quarterly, equal to 20% of trading profits earned by each Advisor. From October 1, 2018 until its termination on December 31, 2018, the Partnership was obligated to pay Mesirow an incentive fee, payable annually, equal to 15% of trading profits earned by Mesirow for the Partnership. Prior to October 1, 2018, the Partnership was obligated to pay Cambridge an incentive fee, payable annually, equal to 15% of trading profits earned by Cambridge for the Partnership. Prior to January 1, 2018, Cambridge received an incentive fee, payable quarterly, equal to 15% of trading profits earned by Cambridge for the Partnership. Trading profits represent the amount by which profits from trading in Futures Interests exceed losses after brokerage, ongoing placement agent, General Partner and management fees, as applicable, are deducted. For a Trading Advisor with trading losses, no incentive fee is paid in subsequent months until all such losses are recovered. Cumulative trading losses are adjusted on a pro-rata basis for the net amount of each month’s redemptions.

c.       Customer Agreement:

The Partnership has entered into a customer agreement with MS&Co. (the “Customer Agreement”). Under the Customer Agreement and the foreign exchange prime brokerage agreement (described in Note 1, “Organization”), the Partnership pays trading fees for the clearing and, where applicable, execution of transactions, as well as exchange, user, give-up, floor brokerage and National Futures Association fees (collectively the “clearing fees”) directly and indirectly through its investment in the Funds. Clearing fees are borne by the Funds and allocated to the Funds’ limited partners/members, including the Partnership. Effective January 1, 2018, clearing fees are also borne by the Partnership directly. Effective January 1, 2018, the General Partner reimburses the Partnership for clearing fees to the extent that these fees exceed 0.85% annually of the net assets of the Partnership. All of the Partnership’s assets available for trading in commodity interests not held in the Funds’ accounts at MS&Co. and JPMorgan are deposited in the Partnership’s accounts at MS&Co. The Partnership’s cash is deposited by MS&Co. in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At December 31, 2018 and December 31, 2017, the amount of cash held for margin requirements was $118,195 and $0, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. Effective November 1, 2018, MS&Co. has agreed to pay the Partnership interest on 100% of the average daily equity maintained in cash in the Partnership’s accounts at MS&Co. during each month at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. MS&Co. and Ceres retain any interest earned on such uninvested cash in excess of the interest paid to the Partnership. Prior to November 1, 2018, MS&Co. paid the Partnership interest on 100% of the average daily equity maintained in cash in the Partnership’s accounts at MS&Co. during each month at a rate equal to 80% of the monthly average of the 4-week U.S. Treasury bill discount rate. For purposes of such interest payments, net assets do not include monies due to the Partnership on Futures Interests that have not been received. The Customer Agreement may generally be terminated upon notice by either party.

 

d.       Selling Agreement:

The Partnership has entered into a selling agreement (the “Selling Agreement”) with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, Morgan Stanley Wealth Management receives a monthly ongoing placement agent fee equal to 1/12 of 2.0% (a 2.0% annual rate) of the Partnership’s Class A beginning of the month net assets. Class Z Units are not subject to the monthly ongoing placement agent fee.

e.       Harbor Selling Agreement:

As of November 1, 2018, the Partnership entered into an alternative investment selling agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc., and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”). Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a non-exclusive selling agent and subselling agent, respectively, of the Partnership for the purpose of finding eligible investors for Units through offerings that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Units of the Partnership, who had acquired such Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2019 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional one year periods. Pursuant to the Harbor Selling Agreement, the Partnership will pay Harbor an ongoing placement agent fee equal to 1/12 of 2.0% (a 2.0% annual rate) of the net asset value per Unit for certain holders of Class A Units in the Partnership, as set forth in the Harbor Selling Agreement.